<PAGE> 1
As filed with the Securities and Exchange Commission on June 1, 1999
Registration No. 333-03123
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
under the
Securities Act of 1933
METATEC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Ohio 31-1647405
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
</TABLE>
7001 Metatec Boulevard
Dublin, Ohio 43017
(Address of Principal Executive Offices) (Zip Code)
Metatec International, Inc.
1990 Stock Option Plan
(Full title of the plan)
Jeffrey M. Wilkins, Chairman, President and
Chief Executive Officer
7001 Metatec Boulevard
Dublin, Ohio 43017
(Name and address of agent for service)
(614) 761-2000
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered(1) per Share(2) Offering Price Registration Fee
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
Common Shares, without 600,000 $4.59 $2,754,000 $765.61
par value
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
</TABLE>
(1) The number of shares being registered represents additional shares
authorized under the 1990 Stock Option Plan and not previously registered. In
addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this Registration Statement also includes an indeterminable amount
<PAGE> 2
of additional shares that may become issuable pursuant to antidilution
adjustment provisions of the 1990 Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h)(1) and 457(c) on the basis of the average high and
low sale prices for the Registrant's common shares in the Nasdaq National Market
System on May 25, 1999.
2
<PAGE> 3
Pursuant to Rule 414(d) under the Securities Act of 1933, as amended
(the "1933 Act"), Metatec International, Inc., an Ohio corporation ("Metatec
International" or the "Registrant"), as successor issuer to Metatec Corporation,
a Florida corporation ("Metatec Corporation"), hereby adopts this Registration
Statement, as amended, for all purposes under the 1933 Act and the Securities
Exchange Act of 1934, as amended (the "1934 Act"). See "Description of the
Transaction" herein.
This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 shall become effective upon filing with the Securities and Exchange
Commission pursuant to Rule 464 under the 1933 Act.
DESCRIPTION OF TRANSACTION
On April 20, 1999, the shareholders of Metatec Corporation approved a
proposal to change Metatec Corporation's state of incorporation from Florida to
Ohio through a merger of Metatec Corporation with and into Metatec
International, a wholly owned subsidiary of Metatec Corporation. Metatec
International was the surviving entity in the merger, which became effective on
April 30, 1999.
Metatec International succeeded to all of the business, properties,
assets and liabilities of Metatec Corporation, and all of the directors,
officers, and employees of Metatec Corporation became directors, officers, and
employees of Metatec International. There was no change in the business,
management, location of the principal executive offices or other facilities,
capitalization, assets, or liabilities of Metatec Corporation. Nor was there any
change in Metatec Corporation's employee benefit plans and arrangements. Metatec
International assumed and will continue these benefit plans and arrangements.
All of the common shares, $.10 par value, of Metatec Corporation were
converted, without any action on the part of the holders of such shares, into an
equal number of fully paid and non-assessable common shares, without par value,
of Metatec International. These common shares continue to be traded on the
Nasdaq National Market System under the symbol "META." In addition, each holder
of a certificate representing common shares of Metatec Corporation is deemed for
all purposes to be the holder of the number of common shares of Metatec
International into which the common shares of Metatec Corporation were
converted.
The Registrant expressly adopts, as of April 30, 1999, Metatec
Corporation's Registration Statement on Form S-8 (Registration No. 33-48022)
filed on May 28, 1992, as amended by the contents of (i) Metatec Corporation's
Registration Statement on Form S-8 (Registration No. 33-71080) filed on October
29, 1993, (ii) Metatec Corporation's Registration Statement on Form S-8
(Registration No. 33-80170) filed on June 13, 1994, and (iii) Metatec
Corporation's Registration Statement on Form S-8 (Registration No. 333-03125)
filed on May 3, 1996, each of which relates to the 1990 Stock Option Plan, as
the Registrant's own registration statement for all purposes of the 1933 Act and
the 1934 Act.
3
<PAGE> 4
ITEM 3: INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 33-48022) filed on May 28, 1992, as amended by the contents of
the Registrant's Registration Statement on Form S-8 (Registration No. 33-71080)
filed on October 29, 1993, the Registrant's Registration Statement on Form S-8
(Registration No. 33-80170) filed on June 13, 1994, and the Registrant's
Registration Statement on Form S-8 (Registration No. 333-03125) filed on May 3,
1996, are hereby incorporated by reference in this registration statement.
The following documents have been filed with the Securities Exchange
Commission and are hereby incorporated by reference in this Registration
Statement:
(a) Metatec Corporation's Annual Report on Form 10-K for the year ended
December 31, 1998;
(b) Metatec Corporation's Quarterly Report on Form 10-Q for the first
quarter ended March 31, 1999;
(c) Metatec Corporation's Current Report on Form 8-K filed April 26,
1999.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
common shares offered have been sold or which deregisters all such common shares
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.
ITEM 4: DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1701.13(E) of the Ohio Revised Code empowers a corporation to
indemnify persons serving as its directors and officers (or serving at the
request of the corporation in such capacity for another corporation) against
expenses incurred in connection with actions, suits or proceedings relating to
the fact that such persons were serving as directors or officers of such
corporation. Article 6 of the Registrant's Code of Regulations provides for
indemnification of directors, officers and others and the purchase and
maintenance of liability insurance by the Registrant, as follows:
4
<PAGE> 5
The Registrant shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, by reason of the fact that he is or was a director,
officer, employee, or agent of the Registrant, or is or was serving at
the request of the Registrant as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against
expenses, including attorneys' fees, judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him in connection
with such action, suit, or proceeding provided that: (a) he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Registrant; (b) with respect to
any criminal action or proceeding, he had no reasonable cause to
believe his conduct was unlawful; and (c) in any action or suit by or
in the right of the Registrant, no indemnification shall be made with
respect to any amounts paid with respect to (i) any claim, issue, or
matter as to which such person shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to the
Registrant unless and only to the extent that the Court of Common Pleas
or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court of
common pleas or such other court shall deem proper; or (ii) any such
actions or suits in which the only liability asserted against a
director is pursuant to section 1701.95 of the Ohio Revised Code. The
termination of any action, suit, or proceeding by judgment, order,
settlement, or conviction, or upon a plea of NOLO CONTENDERE or its
equivalent, shall not of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the Registrant, and
with respect to any criminal action or proceeding, he had reasonable
cause to believe that his conduct was unlawful.
The Registrant may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent of the
Registrant, or is or was serving at the request of the Registrant as a
director, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise against any liability asserted against him and
incurred by him in any such capacity or arising out of his status as
such, whether or not the Registrant would have the power to indemnify
him against such liability under this Article or under Chapter 1701,
Ohio Revised Code.
The Registrant has purchased directors and officers liability
insurance, which provides for indemnification of directors and officers against
certain liabilities. The Registrant has also entered into indemnification
agreements with its directors that generally require the
5
<PAGE> 6
Registrant, subject to any limitations on the maximum permissible
indemnification that may exist at law, to indemnify a director against claims
that arise as a result of his or her capacity as a director, officer, employee,
or agent of the Registrant.
The Registrant's 1990 Stock Option Plan, as amended, and 1992
Directors' Stock Option Plan, as amended, each provides that each member of the
Board of Directors or the Compensation Committee of the Board of Directors shall
be indemnified by the Registrant against all costs and expenses reasonably
incurred by him or her in connection with any action, suit, or proceeding to
which he or she may be a party by reason of any action taken or failure to act
under or in connection with such plan or any option granted under such plan, and
against all amounts paid by him or her in satisfaction of a judgment in any such
action, suit, or proceeding, if he or she acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
Registrant. These indemnification provisions are in addition to the
indemnification provided under the Registrant's Code of Regulations and the
Indemnification Agreements described above, but such provisions are to be
construed in a manner consistent with applicable law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Exhibit Description
- --- -------------------
<S> <C>
4(a). The Registrant's Amended and Restated Articles of Incorporation.
4(b). The Registrant's Code of Regulations.
4(c). The Registrant's Form of Share Certificate
4(d). The Registrant's 1990 Stock Option Plan, as amended by Amendment
No. 1 to the 1990 Stock Option Plan
4(e). Amendment No. 2 to the Registrant's 1990 Stock Option Plan.
4(f). Amendment No. 3 to the Registrant's 1990 Stock Option Plan.
4(g). Amendment No. 4 to the Registrant's 1990 Stock Option Plan.
4(h). Amendment No. 5 to the Registrant's 1990 Stock Option Plan.
4(i). Amendment No. 6 to the Registrant's 1990 Stock Option Plan.
5. Opinion of Baker & Hostetler LLP.
23(a). Consent of Baker & Hostetler LLP
23(b). Consent of Deloitte & Touche LLP
24. Powers of Attorney
</TABLE>
6
<PAGE> 7
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of
the 1933 Act:
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference in the
Registration Statement;
(2) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
7
<PAGE> 8
(c) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
8
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Dublin,
State of Ohio, on May 27, 1999.
METATEC INTERNATIONAL, INC.
By /s/ Jeffrey M. Wilkins
-----------------------------------
Jeffrey M. Wilkins, Chairman of
the Board, President, and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Jeffrey M. Wilkins Chairman of the Board, President,
- --------------------- and Chief Executive Officer
Jeffrey M. Wilkins (principal executive officer), and
Director May 27, 1999
/s/ Julia A. Pollner Senior Vice President, Finance,
- --------------------- Secretary, and Treasurer (principal
Julia A. Pollner financial officer and principal
accounting officer) May 27, 1999
A. Grant Bowen* Director May 27, 1999
- -----------------
A. Grant Bowen
Joseph F. Keeler* Director May 27, 1999
- -----------------
Joseph F. Keeler
Peter J. Kight* Director May 27, 1999
- -----------------
Peter J. Kight
Jerry D. Miller* Director May 27, 1999
- -----------------
Jerry D. Miller
James V. Pickett* Director May 27, 1999
- -----------------
James V. Pickett
</TABLE>
*The undersigned hereby executes this Post-Effective Amendment No. 1 to the
Registration Statement on behalf of each of the indicated directors of the
Registrant pursuant to powers of attorney executed by such directors and
9
<PAGE> 10
filed as an exhibit to this Post-Effective Amendment No. 1 to the Registration
Statement.
/s/ Jeffrey M. Wilkins
-------------------------
Jeffrey M. Wilkins
10
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
If Incorporated by reference,
document with which Exhibit
Exhibit Number Exhibits was previously filed
-------------- -------- --------------------
<S> <C> <C>
4(a) The Registrant's Amended and Restated Contained herein.
Articles of Incorporation
4(b) The Registrant's Code of Regulations Contained herein.
4(c) The Registrant's Form of Share Contained herein
Certificate
4(d) The Registrant's 1990 Stock Option Incorporated herein by reference to Exhibit
Plan, as amended by Amendment No. 1 to 4(d) of the Registrant's Registration
the 1990 Stock Option Plan Statement on Form S-8 (File No. 33-48022)
filed on May 28, 1992
4(e) Amendment No. 2 to the Registrant's Incorporated herein by reference to Exhibit
1990 Stock Option Plan 4(d) of the Registrant's Registration
Statement on Form S-8 (File No. 33-71080)
filed on October 29, 1993
4(f) Amendment No 3 to the Registrant's Incorporated herein by reference to Exhibit
1990 Stock Option Plan 4(f) of the Registrant's Registration
Statement on Form S-8 (File No. 33-80170)
filed on June 13, 1994
4(g) Amendment No. 4 to the Registrant's Incorporated herein by reference to Exhibit
1990 Stock Option Plan 10(h) of the Registrant's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1995
4(h) Amendment No. 5 to the Registrant's Incorporated herein by reference to Exhibit
1990 Stock Option Plan 10(i) of the Registrant's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1997
4(i) Amendment No. 6 to the Registrant's Contained herein
1990 Stock Option Plan
</TABLE>
11
<PAGE> 12
<TABLE>
<CAPTION>
If Incorporated by reference,
document with which Exhibit
Exhibit Number Exhibits was previously filed
-------------- -------- --------------------
<S> <C> <C>
5 Opinion of Baker & Hostetler LLP Contained herein
23(a) Consent of Baker & Hostetler LLP Contained in Exhibit 5
23(b) Consent of Deloitte & Touche LLP Contained herein
24 Powers of Attorney Contained herein
</TABLE>
12
<PAGE> 1
Exhibit 4(a)
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
METATEC INTERNATIONAL, INC.
The undersigned, desiring to organize a corporation for profit
(the "Corporation") under Chapter 1701, Ohio Revised Code, hereby certifies:
FIRST: The name of the Corporation is Metatec International,
Inc.
SECOND: The place in the State of Ohio where the principal
office of the Corporation is to be located is Dublin, Franklin County.
THIRD: The purpose or purposes for which the Corporation is
formed are to engage in any lawful act or activity for which corporations may be
formed under Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code
and any amendments heretofore or hereafter made thereto.
FOURTH: The Corporation shall have the authority to issue
10,000,000 shares, all of which shall be common shares without par value. The
holders of the common shares shall be entitled to one vote for each common share
held by them on all matters voted upon by shareholders of the Corporation.
FIFTH: To the extent permitted by law, the Corporation may
purchase or otherwise acquire shares of any class issued by it at such times,
for such consideration and upon such terms and conditions as the board of
directors may determine.
SIXTH: The number of directors of the Corporation shall not
be less than three nor more than fifteen. The number of directors may be fixed
or changed from time to time as determined by a resolution adopted by two-thirds
(2/3) or more of the members of the board of directors then in office, provided
that no decrease in the number of directors shall have the effect of shortening
the term of any incumbent director. Directors of the Corporation may not be
removed without cause except by the affirmative vote of holders of not less than
50% of the common shares, provided that such 50% voting requirement shall not be
applicable if the board of directors shall have approved such removal by a
resolution adopted by two-thirds (2/3) or more of the members of the board of
directors then in office.
SEVENTH: The board of directors shall be divided into three
classes, designated Class I, Class II, and Class III, as nearly equal in number
as possible. The term of office of directors in one class shall expire at each
annual meeting of shareholders, and in all cases as to each director until a
successor shall be elected and qualified, or until his earlier resignation,
removal from office, death or incapacity. If the number of directors is
hereafter changed, an increase or decrease in directorships shall be apportioned
among the classes as to make all classes as nearly equal as possible. The
initial term of office of directors of Class I shall expire at the annual
meeting of shareholders in 2000, that of Class II shall expire
<PAGE> 2
at the annual meeting of shareholders in 2001, and that of Class III shall
expire at the annual meeting of shareholders in 1999, and in all cases as to
each director until a successor shall be elected and qualified, or until his
earlier resignation, removal from office, death or incapacity. At each annual
meeting of shareholders, the number of directors equal to the number of
directors of the class whose term expires at the time of such meeting (or, if
less, the number of directors properly nominated and qualified for election)
shall be elected to hold office until the third succeeding annual meeting of
shareholders after their election or until their earlier resignation, removal
from office, death or incapacity.
EIGHTH: Special meetings of shareholders of the Corporation
may be called by the board of directors or by holders of common shares entitled
to exercise not less than 25% of all votes entitled to be case on any issue to
be considered at the proposed special meeting, in accordance with any procedures
set forth in the Corporation's Code of Regulations.
NINTH: Notwithstanding any provision in any statute of the
State of Ohio, now or hereafter in force, requiring the vote or consent of the
holders of shares entitling them to exercise two-thirds or any other proportion
of the voting power of the Corporation or of any class or classes of shares
thereof, any action may be authorized or taken by the vote or consent of the
holders of shares entitling them to exercise a majority of the voting power of
the Corporation, or of such class or classes of shares thereof, unless the
proportion designated by such statute cannot be altered by these Articles of
Incorporation. Notwithstanding the foregoing, the required vote or consent for
any action described in Article Tenth shall be governed by the provisions of
Article Tenth.
TENTH: The affirmative vote of the holders of not less than
60% of the outstanding common shares of the Corporation shall be required for
the approval or authorization of any (a) merger, consolidation or share exchange
of the Corporation with or into any other corporation, or (b) sale, lease,
exchange or other disposition of all or substantially all of the assets of the
Corporation to or with any other corporation, person or other entity, or (c) any
amendment to these Articles of Incorporation or the Code of Regulations of the
Corporation to amend, alter, change or repeal the application of section
1701.831 of the Ohio Revised Code or any similar or like control share
acquisition statute now or hereafter in effect in the State of Ohio; provided,
however, that the affirmative vote of a majority of the holders of the
outstanding common shares of the Corporation shall be required if the board of
directors of the Corporation shall have approved any transaction described in
clause (a), (b) or (c) by a resolution adopted by two-thirds (2/3) or more of
the members of the board of directors then in office. No amendment to the
Articles of Incorporation of the Corporation shall amend, alter, change or
repeal any of the provisions of this Article Tenth or Article Sixth or Article
Seventh unless the amendment effecting such amendment, alteration, change or
repeal shall receive the affirmative vote of holders of not less than 60% of the
outstanding common shares of the Corporation; provided, however, that the
affirmative vote of a majority of the holders of the outstanding common shares
of the Corporation shall be required if the board of directors of the
Corporation shall have approved the amendment by a resolution adopted by
two-thirds (2/3) or more of the members of the board of directors then in
office.
ELEVENTH: No holder of shares of the Corporation of any class
shall be entitled as such, as a matter of right, to subscribe for or purchase
2
<PAGE> 3
shares of any class, now or hereafter authorized, or to subscribe for or
purchase securities convertible into or exchangeable for shares of the
Corporation or to which shall be attached or appertain any warrants or rights
entitling the holder thereof to subscribe for or purchase shares, except such
rights of subscription or purchase, if any, at such considerations and upon such
terms and conditions as may be authorized by its board of directors, in its
discretion, from time to time.
TWELFTH: No holder of shares of the Corporation of any class shall have
the right to cumulate his voting power in the election of directors of the
Corporation, and the right to cumulative voting described in section 1701.55 of
the Ohio Revised Code is hereby specifically denied to the holders of shares of
any class of the Corporation.
3
<PAGE> 1
Exhibit 4(b)
CODE OF REGULATIONS
OF
METATEC INTERNATIONAL, INC.
ADOPTED: MARCH 8, 1999
<PAGE> 2
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
<S> <C>
ARTICLE 1...............................................................................................................1
Section 1.1 ANNUAL MEETING.................................................................................1
Section 1.2 SPECIAL MEETINGS...............................................................................1
Section 1.3 PLACE OF MEETINGS..............................................................................1
Section 1.4 NOTICE OF MEETINGS.............................................................................1
Section 1.5 WAIVER OF NOTICE...............................................................................2
Section 1.6 QUORUM.........................................................................................2
Section 1.7 ORGANIZATION...................................................................................2
Section 1.8 ORDER OF BUSINESS..............................................................................2
Section 1.9 VOTING.........................................................................................2
Section 1.10 PROXIES........................................................................................2
Section 1.11 INSPECTORS OF ELECTIONS........................................................................3
Section 1.12 RECORD DATE....................................................................................3
Section 1.13 LIST OF SHAREHOLDERS AT MEETING................................................................3
Section 1.14 ACTION IN WRITING IN LIEU OF MEETING...........................................................3
ARTICLE 2...............................................................................................................3
Section 2.1 GENERAL POWERS OF BOARD........................................................................3
Section 2.2 NUMBER OF DIRECTORS............................................................................3
Section 2.3 COMPENSATION AND EXPENSES......................................................................4
Section 2.4 ELECTION OF DIRECTORS..........................................................................4
Section 2.5 TERM OF OFFICE.................................................................................4
Section 2.6 RESIGNATIONS...................................................................................4
Section 2.7 REMOVAL OF DIRECTORS...........................................................................4
Section 2.8 VACANCIES......................................................................................4
Section 2.9 ORGANIZATION OF MEETINGS.......................................................................4
Section 2.10 PLACE OF MEETINGS..............................................................................5
Section 2.11 REGULAR MEETINGS...............................................................................5
Section 2.12 SPECIAL MEETINGS...............................................................................5
Section 2.13 NOTICES OF MEETINGS............................................................................5
Section 2.14 NOTICE OF ADJOURNMENT OF MEETING...............................................................5
Section 2.15 QUORUM AND MANNER OF ACTING....................................................................6
Section 2.16 ORDER OF BUSINESS..............................................................................6
Section 2.17 ACTION IN WRITING IN LIEU OF MEETING...........................................................6
Section 2.18 EXECUTIVE AND OTHER COMMITTEES.................................................................6
ARTICLE 3...............................................................................................................7
Section 3.1 NUMBER AND TITLES..............................................................................7
Section 3.2 ELECTION, TERMS OF OFFICE, QUALIFICATIONS, AND COMPENSATION....................................7
Section 3.3 ADDITIONAL OFFICERS, AGENTS, ETC...............................................................7
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
Section 3.4 REMOVAL........................................................................................7
Section 3.5 RESIGNATIONS...................................................................................7
Section 3.6 VACANCIES......................................................................................7
Section 3.7 POWERS, AUTHORITY, AND DUTIES OF OFFICERS......................................................7
ARTICLE 4...............................................................................................................7
Section 4.1 CERTIFICATES FOR SHARES........................................................................7
Section 4.2 TRANSFER OF SHARES.............................................................................8
Section 4.3 REGULATIONS....................................................................................8
Section 4.4 LOST, DESTROYED OR STOLEN CERTIFICATES.........................................................8
ARTICLE 5...............................................................................................................9
ARTICLE 6...............................................................................................................9
Section 6.1 COSTS INCURRED.................................................................................9
Section 6.2 INDEMNIFICATION PROCEDURE......................................................................9
Section 6.3 ADVANCE PAYMENT OF COSTS......................................................................10
Section 6.4 NON-EXCLUSIVE.................................................................................10
Section 6.5 INSURANCE.....................................................................................10
Section 6.6 SURVIVAL......................................................................................10
Section 6.7 SUCCESSORS....................................................................................11
ARTICLE 7..............................................................................................................11
ARTICLE 8..............................................................................................................11
ARTICLE 10.............................................................................................................11
</TABLE>
<PAGE> 4
CODE OF REGULATIONS
ARTICLE 1
Meetings of Shareholders
------------------------
Section 1.1 ANNUAL MEETING. The annual meeting of the shareholders, for
the purpose of electing directors and transacting such other business as may
come before the meeting, shall be held on such date and at such time during the
first six months of each fiscal year of the Company as may be fixed by the board
of directors and stated in the notice of the meeting.
Section 1.2 SPECIAL MEETINGS. A special meeting of the shareholders may
be called by the chairman of the board, or the president, or a majority of the
directors acting with or without a meeting, or the holders of shares entitling
them to exercise 25% of the voting power of the Company entitled to be voted at
the meeting. Upon delivery to the chairman, president, or secretary of a request
in writing for a special meeting of the shareholders by any persons entitled to
call such meeting, the officer to whom the request is delivered shall give
notice to the shareholders of such meeting. Any such request shall specify the
purposes and the date and hour for such meeting. The date shall be at least 14
and not more than 65 days after delivery of the request. If such officer does
not call the meeting within five days after any such request, the persons making
the request may call the meeting by giving notice as provided in Section 1.4 or
by causing it to be given by their designated representative.
Section 1.3 PLACE OF MEETINGS. All meetings of shareholders shall be
held at such place or places, within or without the State of Ohio, as may be
fixed by the board of directors or, if not so fixed, as shall be specified in
the notice of the meeting.
Section 1.4 NOTICE OF MEETINGS. Except as otherwise expressly required
by law, notice of each shareholders' meeting, whether annual or special, shall,
not more than 60 days and at least 7 days before the date specified for the
meeting, be given by the chairman, president, or secretary or, in case of their
refusal or failure to do so, by the person or persons entitled to call such
meeting, to each shareholder entitled to notice of the meeting, by delivering a
written or printed notice to him personally or by mailing the notice in a
postage-prepaid envelope addressed to him at his address as it appears on the
records of the Company. Except when expressly required by law, no publication of
any notice of a shareholders' meeting shall be required. If shares are
transferred after notice has been given, notice need not be given to the
transferee. A record date may be fixed for determining the shareholders entitled
to notice of any meeting of shareholders, in accordance with the provisions of
section 1.12. Every notice of a shareholders' meeting, besides stating the time
and place of the meeting, shall state briefly the purposes of the meeting as may
be specified by the person or persons requesting or calling the meeting. Only
the business provided for in such notice shall be considered at the meeting.
Notice of the adjournment of a meeting need not be given if the time and place
to which it is adjourned are fixed and announced at the meeting.
Section 1.5 WAIVER OF NOTICE. Any shareholder, either before or after
any meeting, may waive any notice required by law, the articles, or these
regulations. Waivers must be in writing and filed with or entered upon the
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records of the meeting. Notice of a meeting will be deemed to have been waived
by any shareholder who attends the meeting either in person or by proxy, and who
does not, before or at the commencement of the meeting, protest the lack of
proper notice.
Section 1.6 QUORUM. The holders of shares entitling them to exercise a
majority of the voting power of the Company entitled to vote at a meeting,
present in person or by proxy, shall constitute a quorum for the transaction of
business, except when a greater number is required by law, the articles of
incorporation, or these regulations. In the absence of a quorum at any meeting
or any adjournment of the meeting, the holders of shares entitling them to
exercise a majority of the voting power of the shareholders present in person or
by proxy and entitled to vote may adjourn the meeting from time to time. At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called.
Section 1.7 ORGANIZATION. At each shareholders' meeting the chairman of
the board, or, in his absence, the president, or, in the absence of both of
them, a chairman chosen by the holders of shares entitling them to exercise a
majority of the voting power of the shareholders present in person or by proxy
and entitled to vote, shall act as chairman, and the secretary of the Company,
or, in his absence, any assistant secretary, or, in the absence of all of them,
any person whom the chairman of the meeting appoints, shall act as secretary of
the meeting.
Section 1.8 ORDER OF BUSINESS. The order of business at each meeting of
the shareholders shall be fixed by the chairman of the meeting at the beginning
of the meeting but may be changed by the vote of the holders of shares entitling
them to exercise a majority of the voting power of the shareholders present in
person or by proxy and entitled to vote.
Section 1.9 VOTING. Each holder of a share or shares of the class or
classes entitled to vote by law or the articles of incorporation shall be
entitled to one vote in person or by proxy for each such share registered in his
name on the books of the Company. As provided in section 1.12, a record date for
determining which shareholders are entitled to vote at any meeting may be fixed.
Shares of its own stock belonging to the Company shall not be voted directly or
indirectly. Persons holding voting shares in a fiduciary capacity shall be
entitled to vote the shares so held. A shareholder whose shares are pledged
shall be entitled to vote the shares standing in his name on the books of the
Company. Upon a demand by any shareholder present in person or by proxy at any
meeting and entitled to vote, any vote shall be by ballot. Each ballot shall be
signed by the shareholder or his proxy and shall state the number of shares
voted by him. Otherwise, votes shall be made orally.
Section 1.10 PROXIES. Any shareholder who is entitled to attend or vote
at a shareholders' meeting shall be entitled to exercise such right and any
other of his rights by proxy or proxies appointed by a writing signed by such
shareholder, which need not be witnessed or acknowledged. Except as otherwise
specifically provided in these regulations, actions taken by proxy shall be
governed by the provisions of Section 1701.48, Ohio Revised Code, or any similar
statute which may hereafter be enacted, including the provisions relating to the
sufficiency of the writing, duration of the validity of the proxy, power of
substitution, revocation, and all other provisions.
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Section 1.11 INSPECTORS OF ELECTIONS. Inspectors of elections may be
appointed and act as provided in Section 1701.50, Ohio Revised Code, or any
future statute of like tenor or effect.
Section 1.12 RECORD DATE. The board of directors may fix a record date
for any lawful purpose, including without limitation the determination of
shareholders entitled to: (a) receive notice of or to vote at any meeting, (b)
receive payment of any dividend or other distribution, (c) receive or exercise
rights of purchase of, subscription for, or exchange or conversion of, shares or
other securities, subject to any contract right with respect thereto, or (d)
participate in the execution of written consents, waivers, or releases. Any such
record date shall not be more than 60 days preceding the date of such meeting,
the date fixed for the payment of any dividend or other distribution, or the
date fixed for the receipt or the exercise of rights, as the case may be.
Section 1.13 LIST OF SHAREHOLDERS AT MEETING. Upon request of any
shareholder at any meeting of shareholders, there shall be produced at the
meeting an alphabetically arranged list, or classified lists, of the
shareholders of record as of the applicable record date who are entitled to
vote, showing their respective addresses and the number and classes of shares
held by them.
Section 1.14 ACTION IN WRITING IN LIEU OF MEETING. Any action which may
be authorized or be taken at a meeting of the shareholders, may be authorized or
taken without a meeting with the affirmative vote or approval of, and in a
writing or writings signed by, all the shareholders who would be entitled to
notice of a meeting of the shareholders held for that purpose.
ARTICLE 2
Board of Directors
------------------
Section 2.1 GENERAL POWERS OF BOARD. The powers of the Company shall be
exercised, its business and affairs shall be conducted, and its property shall
be controlled by the board of directors, except as otherwise provided by laws of
the State of Ohio, the Company's articles of incorporation, or these
regulations.
Section 2.2 NUMBER OF DIRECTORS. Until changed in accordance with the
Company's Articles of Incorporation, the number of directors of the Company,
none of whom need be shareholders, shall be not less than three nor more than
fifteen. The number of directors may be fixed or changed as provided in the
Articles of Incorporation.
Section 2.3 COMPENSATION AND EXPENSES. The directors shall be entitled
to such compensation, on a monthly or annual basis, or on the basis of meetings
attended, or on both bases, as the board of directors may from time to time
determine and establish. No director shall be precluded from serving the Company
as an officer or in any other capacity, or from receiving compensation for so
serving. Directors may be reimbursed for their reasonable expenses incurred in
the performance of their duties, including the expense of traveling to and from
meetings of the board, if such reimbursement is authorized by the board of
directors.
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<PAGE> 7
Section 2.4 ELECTION OF DIRECTOR. At each meeting of the shareholders
for the election of directors at which a quorum is present, the persons
receiving the greatest number of votes shall be deemed elected directors.
Section 2.5 TERM OF OFFICE. Each director shall hold office as provided
by the Company's Articles of Incorporation.
Section 2.6 RESIGNATIONS. Any director may resign by giving written
notice to the chairman, the president, or the secretary of the Company. Such
resignation shall take effect at the time specified therein. Unless otherwise
specified therein, the acceptance of a resignation shall not be necessary to
make it effective.
Section 2.7 REMOVAL OF DIRECTORS. A director may not be removed without
cause except as provided in the Company's Articles of Incorporation. In case of
any such removal, a new director may be elected at the same meeting for the
unexpired term of each director removed. Any director may be removed by the
board of directors for any of the causes specified in section 1701.58(B), Ohio
Revised Code, or any similar statute which may hereafter be enacted.
Section 2.8 VACANCIES. A vacancy in the board of directors, including a
vacancy created by reason of an increase in the number of directors, may be
filled by majority vote of the remaining directors, even though they are less
than a quorum. Shareholders entitled to elect directors may elect a director to
fill any vacancy in the board (whether or not the vacancy has previously been
temporarily filled by the remaining directors) at any shareholders' meeting
called for that purpose. A director elected to fill a vacancy shall hold office
until the next election of directors by the shareholders for the class of
directors to which he was appointed.
Section 2.9 ORGANIZATION OF MEETINGS. At each meeting of the board of
directors, the chairman of the board, or, in his absence, the president, or, in
his absence, a chairman chosen by a majority of the directors present, shall act
as chairman. The secretary of the Company, or, if the secretary shall not be
present, any person whom the chairman of the meeting shall appoint, shall act as
secretary of the meeting.
Section 2.10 PLACE OF MEETINGS. Meetings of the board shall be held at
such place or places, within or without the State of Ohio, as may from time to
time be fixed by the board of directors or as shall be specified or fixed in the
notice of the meeting.
Section 2.11 REGULAR MEETINGS. Regular meetings of the board of
directors may be held, without notice, at such times and places, within or
without the State of Ohio, as the board of directors may from time to time
determine.
Section 2.12 SPECIAL MEETINGS. Special meetings of the board of
directors shall be held whenever called by the chairman of the board, if any, or
by the president, or by any two directors.
Section 2.13 NOTICES OF MEETINGS. Every director shall furnish the
secretary of the Company with an address at which notices of meetings and all
other corporate notices may be served on or mailed to him. Unless waived before,
at, or after the meeting as hereinafter provided, notice of each board meeting
shall be given by the chairman, the president, the secretary, an
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<PAGE> 8
assistant secretary, or the persons calling such meeting, to each director in
any of the following ways:
(a) By orally informing him of the meeting in person
or by telephone not later than two days before the date of the
meeting.
(b) By delivering written notice to him not later
than two days before the date of the meeting.
(c) By mailing written notice to him, or by sending
notice to him by telegram, cablegram, or radiogram, postage or
other costs prepaid, addressed to him at the address furnished
by him to the secretary of the Company, or to such other
address as the person sending the notice shall know to be
correct. Such notice shall be posted or dispatched a
sufficient length of time before the meeting so that in the
ordinary course of the mail or the transmission of telegrams,
cablegrams, or radiograms, delivery would normally be made to
him not later than two days before the date of the meeting.
Unless otherwise required by the articles of incorporation,
this code of regulations, or the laws of the State of Ohio (for example, see the
provisions of the code of regulations with respect to the election or removal of
directors), the notice of any meeting need not specify the purposes of the
meeting. Notice of any meeting of the board may be waived by any director,
either before, at, or after the meeting, in writing, or by telegram, cablegram,
or radiogram. In addition, notice of a meeting will be deemed to have been
waived by any director who attends the meeting who does not, before or at the
commencement of the meeting, protest the lack of proper notice.
Section 2.14 NOTICE OF ADJOURNMENT OF MEETING. Notice of adjournment of
a meeting need not be given if the time and place to which it is adjourned are
fixed and announced at the meeting.
Section 2.15 QUORUM AND MANNER OF ACTING. A majority of the number of
directors fixed or established pursuant to Section 2.2 as of the time of any
meeting of the board of directors must be present in person at such meeting in
order to constitute a quorum for the transaction of business, provided that
meetings of the directors may include participation by directors through any
communications equipment if all directors participating can hear each other, and
such participation in a meeting shall constitute presence at such meeting. The
act of a majority of the directors present at any meeting at which a quorum is
present shall be the act of the board of directors. In the absence of a quorum,
a majority of those present may adjourn a meeting from time to time until a
quorum is present. Notice of an adjourned meeting need not be given. The
directors shall act only as a board. Individual directors shall have no power as
such.
Section 2.16 ORDER OF BUSINESS. The order of business at meetings of
the board shall be such as the chairman of the meeting may prescribe or follow,
subject, however, to his being overruled with respect thereto by a majority of
the members of the board present.
Section 2.17 ACTION IN WRITING IN LIEU OF MEETING. Any action which may
be authorized or taken at a meeting of the directors may be authorized or taken
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<PAGE> 9
without a meeting with the affirmative vote or approval of, and in a writing or
writings signed by, all the directors.
Section 2.18 EXECUTIVE AND OTHER COMMITTEES. The directors may create
and from time to time abolish or reconstitute an executive committee and any
other committee or committees of directors each to consist of not less than
three directors, and may delegate to any such committee or committees any or all
of the authority of the directors, however conferred, other than that of filling
vacancies in the board of directors or in any committee of directors. Each such
committee shall serve at the pleasure of the directors, and shall act only in
the intervals between meetings of the board of directors, and shall be subject
to the control and direction of the board of directors. The directors may adopt
or authorize the committees to adopt provisions with respect to the government
of any such committee or committees which are not inconsistent with applicable
law, the articles of incorporation of the Company, or these regulations. An act
or authorization of any act by any such committee within the authority properly
delegated to it by the directors shall be as effective for all purposes as the
act or authorization of the directors. Any right, power, or authority conferred
in these regulations to the "directors" or to the "board of directors" shall
also be deemed conferred upon each committee or committees of directors to which
any such right, power, or authority is delegated (expressly, or by general
delegation, or by necessary implication) by the board of directors.
ARTICLE 3
Officers
--------
Section 3.1 NUMBER AND TITLES. The officers of the Company shall be a
chairman of the board, if needed, a chief executive officer, if needed, a
president, one or more vice presidents, if needed, a secretary, one or more
assistant secretaries, if needed, a treasurer, and one or more assistant
treasurers, if needed. The board shall have the discretion to determine from
time to time whether or not a chairman of the board is needed, the number of
vice presidents, if any, the Company shall have, whether or not assistant
secretaries and assistant treasurers are needed, and, if so, the number of
assistant secretaries and assistant treasurers the Company shall have. If there
is more than one vice president, the board may, in its discretion, establish
designations for the vice presidencies so as to distinguish among them as to
their functions or their order, or both. Any two or more offices may be held by
the same person, but no officer shall execute, acknowledge, or verify any
instrument in more than one capacity if such instrument is required by law, the
Company's articles of incorporation, or these regulations to be executed,
acknowledged, or verified by two or more officers.
Section 3.2 ELECTION, TERMS OF OFFICE, QUALIFICATIONS, AND
COMPENSATION. The officers shall be elected by the board of directors. Each
shall be elected for an indeterminate term and shall hold office during the
pleasure of the board of directors. The board of directors may hold annual
elections of officers; in that event, each such officer shall hold office until
his successor is elected and qualified unless he earlier is removed by the board
of directors. The chairman of the board, if one is elected, shall be a director,
but no other officer need be a director. The other qualifications of all
officers shall be such as the board of directors may establish from time to
time. The board of directors shall fix the compensation, if any, of each
officer.
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Section 3.3 ADDITIONAL OFFICERS, AGENTS, ETC. In addition to the
officers mentioned in Section 3.1, the Company may have such other officers,
agents, and committees as the board of directors may deem necessary and may
appoint, each of whom or each member of which shall hold office for such period,
have such authority, and perform such duties as may be provided in these
regulations or as may be determined by the board from time to time. The board of
directors may delegate to any officer or committee the power to appoint any
subordinate officer, agents, or committees. In the absence of any officer, or
for any other reason the board of directors may deem sufficient, the board of
directors may delegate, for the time being, the powers and duties, or any of
them, of such officer to any other officer, or to any director.
Section 3.4 REMOVAL. Any officer may be removed, either with or without
cause, at any time, by the board of directors at any meeting, the notices (or
waivers of notices) of which shall have specified that such removal action was
to be considered. Any officer appointed by an officer or committee to which the
board shall have delegated the power of appointment may be removed, either with
or without cause, by the committee or superior officer (including successors)
who made the appointment, or by any committee or officer upon whom such power of
removal may be conferred by the board of directors.
Section 3.5 RESIGNATIONS. Any officer may resign at any time by giving
written notice to the board of directors, the chairman, the president, or the
secretary. Any such resignation shall take effect at the time specified therein.
Unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
Section 3.6 VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, shall be filled in the
manner prescribed for regular appointments or elections to such office.
Section 3.7 POWERS, AUTHORITY, AND DUTIES OF OFFICERS. Officers of the
Company shall have the powers and authority conferred and the duties prescribed
by law, in addition to those specified or provided for in these regulations and
such other powers, authority, and duties as may be determined by the board of
directors from time to time.
ARTICLE 4
Shares and Their Transfer
-------------------------
Section 4.1 CERTIFICATES FOR SHARES. Every owner of one or more shares
in the Company shall be entitled to a certificate or certificates, which shall
be in such form as may be approved by the board of directors, certifying the
number and class of shares in the Company owned by him. The certificates for the
respective classes of such shares shall be numbered in the order in which they
are issued and shall be signed by the chairman, the president, or a vice
president and by the secretary, an assistant secretary, the treasurer, or
assistant treasurer; provided that, if such certificates are countersigned by a
transfer agent or registrar, the signatures of such officers upon such
certificates may be facsimiles, stamped, or printed. If an officer who has
signed or whose facsimile signature has been used, stamped, or printed on any
certificates ceases to be such officer because of death, resignation or other
reason before such certificates are delivered by the Company, such certificates
shall nevertheless be conclusively deemed to be valid if countersigned by any
such transfer agent or registrar. A record shall be
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<PAGE> 11
kept of the name of the owner or owners of the shares represented by each such
certificate and the number of shares represented thereby, the date thereof, and
in case of cancellation, the date of cancellation. Every certificate surrendered
to the Company for exchange or transfer shall be canceled and no new certificate
or certificates shall be issued in exchange for any existing certificates until
such existing certificates shall have been so canceled, except in cases provided
for in Section 4.4.
Section 4.2 TRANSFER OF SHARES. Any certificate for shares of the
Company shall be transferable in person or by attorney upon the surrender of the
certificate to the Company or any transfer agent for the Company (for the class
of shares represented by the certificate surrendered) properly endorsed for
transfer and accompanied by such assurances as the Company or its transfer agent
may require as to the genuineness and effectiveness of each necessary
endorsement. The person in whose name any shares stand on the books of the
Company shall, to the fullest extent permitted by law, be conclusively deemed to
be the unqualified owner and holder of the shares and entitled to exercise all
rights of ownership, for all purposes relating to the Company. Neither the
Company nor any transfer agent of the Company shall be required to recognize any
equitable interest in, or any claim to, any such shares on the part of any other
person, whether disclosed on the certificate or any other way, nor shall they be
required to see to the performance of any trust or other obligation.
Section 4.3 REGULATIONS. The board of directors may make such rules and
regulations as it may deem expedient or advisable, not inconsistent with these
regulations, concerning the issue, transfer, and registration of certificates
for shares. It may appoint one or more transfer agents or one or more
registrars, or both, and may require all certificates for shares to bear the
signature of either or both.
Section 4.4 LOST, DESTROYED OR STOLEN CERTIFICATES. A new share
certificate or certificates may be issued in place of any certificate
theretofore issued by the Company which is alleged to have been lost, destroyed,
or wrongfully taken upon: (a) the execution and delivery to the Company by the
person claiming the certificate to have been lost, destroyed, or wrongfully
taken of an affidavit of that fact in form satisfactory to the Company,
specifying whether or not the certificate was endorsed at the time of such
alleged loss, destruction or taking, and (b) the receipt by the Company of a
surety bond, indemnity agreement, or any other assurances satisfactory to the
Company and to all transfer agents and registrars of the class of shares
represented by the certificate against any and all losses, damages, costs,
expenses, liabilities or claims to which they or any of them may be subjected by
reason of the issue and delivery of such new certificate or certificates or with
respect to the original certificate.
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ARTICLE 5
Examination of Books by Shareholders
------------------------------------
The board of directors may make reasonable rules and regulations
prescribing under what conditions the books, records, accounts, and documents of
the Company, or any of them, shall be open to the inspection of the
shareholders. No shareholder shall be denied any right which is conferred by
Section 1701.37, Ohio Revised Code, or any other applicable law to inspect any
book, record, account, or document of the Company. An original or duplicate
stock ledger showing the names and addresses of the shareholders and the number
and class of shares issued or transferred of record to or by them from time to
time shall at all times during the usual hours for business be open to the
examination of every shareholder at the principal office or place of business of
the Company in the State of Ohio.
ARTICLE 6
Indemnification and Insurance
-----------------------------
Section 6.1 COSTS INCURRED. The Company shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, by reason of the fact that he is or was a
director, officer, employee, or agent of the Company, or is or was serving at
the request of the Company as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign, nonprofit or for
profit, a limited liability company, or a partnership, joint venture, trust, or
other enterprise, against expenses, including attorneys' fees, judgments, fines,
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding provided that: (a) he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company; (b) with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was unlawful; and
(c) in any action or suit by or in the right of the Company, no indemnification
shall be made with respect to any amounts paid with respect to (i) any claim,
issue, or matter as to which such person shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to the Company
unless and only to the extent that the Court of Common Pleas or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court of common pleas or such other court shall deem proper; or
(ii) any such actions or suits in which the only liability asserted against a
director is pursuant to Section 1701.95 of the Ohio Revised Code. The
termination of any action, suit, or proceeding by judgment, order, settlement,
or conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Company, and with respect to any criminal action or proceeding,
he had reasonable cause to believe that his conduct was unlawful.
Section 6.2 INDEMNIFICATION PROCEDURE. Any indemnification under
section 6.1 shall be made by the Company only if and as authorized in the
specific case upon a determination that indemnification of the director,
trustee, officer, employee, member, manager, or agent is proper in the
circumstances because he
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has met the applicable standard of conduct set forth in Section 6.1. Such
determination shall be made by one of the following methods: (a) by a majority
vote of a quorum consisting of directors of the Company who were not and are not
parties to or threatened with any such action, suit, or proceeding; or (b) if
such a quorum is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by independent legal
counsel retained by the Company, other than an attorney, or a firm having
associated with it an attorney, who has been retained by or who has performed
services for the Company or any person to be indemnified within the past five
years; or (c) by the shareholders; or (d) by the Court of Common Pleas of
Franklin County, Ohio, or the court in which such action, suit, or proceeding
was brought.
Section 6.3 ADVANCE PAYMENT OF COSTS. Unless the only liability
asserted against a director in an action, suit or proceeding refereed to in
section 6.1 is pursuant to Section 1701.95 of the Ohio Revised Code, expenses,
including attorney's fees, incurred by a director in defending an action, suit
or proceeding shall be paid by the Company as they are incurred, in advance of
the final disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director in which he or she agrees to do both
of the following: (i) repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his or her action or failure
to act involved an act or omission undertaken with deliberate intent to cause
injury to the Company or undertaken with reckless disregard for the best
interests of the Company; and (ii) reasonably cooperate with the Company
concerning the action, suit or proceeding. Expenses, including attorney's fees,
incurred by a director, trustee, officer, employee, member, manager or agent in
defending any action, suit or proceeding refereed to in section 6.1 may be paid
by the Company as they are incurred, in advance of the final disposition of the
action, suit or proceeding, as authorized by the directors in the specific case,
upon receipt of an undertaking by or on behalf of the director, trustee,
officer, employee, member, manager or agent to repay such amount, if it
ultimately is determined that he or she is entitled to be indemnified by the
Company.
Section 6.4 NON-EXCLUSIVE. The indemnification authorized in this
Article shall not be deemed exclusive of any other rights to which persons
seeking indemnification may be entitled under any agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
Section 6.5 INSURANCE. The Company may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee, or agent of
the Company, or is or was serving at the request of the Company as a director,
trustee, officer, employee, member, manager, or agent of another corporation,
domestic or foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the Company would have the power to indemnify
him against such liability under this Article or under Chapter 1701, Ohio
Revised Code.
Section 6.6 SURVIVAL. The indemnification authorized in this Article
shall continue as to a person who has ceased to be a director, trustee, officer,
employee, member, manager, or agent.
10
<PAGE> 14
Section 6.7 SUCCESSORS. The indemnification authorized in this Article
shall inure to the benefit of the heirs, executors, and administrators of any
person entitled to indemnification under this Article.
ARTICLE 7
Seal
----
The board of directors may adopt and alter a corporate seal and use the
same or a facsimile thereof, but failure to affix the corporate seal, if any,
shall not affect the validity of any instrument.
ARTICLE 8
Fiscal Year
-----------
The fiscal year of the Company shall be fixed and may be changed from
time to time by the board of directors.
ARTICLE 9
Amendment of Regulations
------------------------
These regulations may be amended or new regulations may be adopted: (a)
at any meeting of the shareholders held for such purpose, by the affirmative
vote of the holders of record of shares entitling them to exercise a majority of
the voting power on such proposal; or (b) without a meeting of the shareholders,
by the written consent of the holders of record of shares entitling them to
exercise a majority of the voting power on such proposal. If any amendment or
new regulations are adopted without a meeting of the shareholders, the secretary
shall mail a copy of the amendment or new regulations to each shareholder who
would have been entitled to vote on the proposal but who did not participate in
the adoption of the amendment or new regulations.
11
<PAGE> 1
Exhibit 4(c)
METATEC
INTERNATIONAL
<TABLE>
<S> <C> <C>
COMMON SHARES COMMON SHARES
WITHOUT PAR VALUE CUSIP 591998 10 2
Incorporated under the laws of the State of Ohio SEE REVERSE SIDE FOR CERTAIN
DEFINITIONS
</TABLE>
FULLY PAID AND NON-ASSESSABLE COMMON SHARES, WITHOUT PAR VALUE, OF
METATEC INTERNATIONAL, INC.
transferable on the books of the Corporation by the holder thereof in person or
by duly authorized attorney upon surrender of this Certificate properly
endorsed. The Certificate and the shares represented thereby are issued under
and shall be subject to the laws of the State of Ohio and all the provisions of
the Articles of Incorporation and the Code of Regulations of the Corporation,
and all the amendments from time to time made thereon. This Certificate is not
valid unless countersigned and registered by the Transfer Agent and Registrar.
Witness the facsimile signatures of the duly authorized officers.
Dated:
/s/ Julia A. Pollner /s/ Jeffrey Wilkins
Secretary Chairman of the Board
COUNTERSIGNED AND REGISTERED
REGISTRAR AND TRANSFER COMPANY
BY
TRANSFER AGENT
AND REGISTRAR
AUTHORIZED SIGNATURE
<PAGE> 2
METATEC INTERNATIONAL, INC.
This Corporation will furnish without charge to such stockholder who so
requests, a copy of the designations, powers, preferences and relative,
participating, optional or other special rights of such class of stock or
series thereof at the qualifications, limitations or restrictions of such
preferences and/or rights. Any such requests may be adressed to the Secretary
of the Corporation.
The following abbreviations when used in the inscription on the face of
the certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
--------- --------
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as Act
tenants in common --------------------------
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For value received, hereby sell, assign and transfer unto
-------------
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
- ------------------------------
| |
- -------------------------------------------------------------------------------
(PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)
- -------------------------------------------------------------------------------
Shares
- ------------------------------------------------------------------------
of the Stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
---------------------------------------------------------
Attorney to transfer the said Stock on the books of the within-named
Corporation with full power of substitution in the premises.
Dated
----------------------------- -----------------------------------
Signature
----------------------------------
THE SIGNATURES TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
BANKNOTE CORP OF AMERICA - WALL STREET (NYC) - BROWNS SUMMIT (NC) - (METALLEC)
- - 1-800 _____________________________
<PAGE> 1
Exhibit 4(i)
AMENDMENT NO. 6
TO
METATEC CORPORATION
1990 STOCK OPTION PLAN
----------------------
The Metatec Corporation 1990 Stock Option Plan (the "Original Plan"),
as previously amended by Amendment No. 1 dated May 1, 1992, Amendment No. 2
dated February 22, 1993, Amendment No. 3 dated March 21, 1994 ("Amendment No.
3"), Amendment No. 4 dated October 26, 1995, and Amendment No. 5 dated July 16,
1997 ("Amendment No. 5") (together with the Original Plan, collectively, the
"Plan"), is hereby amended pursuant to the following provisions:
Section 1. DEFINITIONS.
All capitalized terms used in this amendment which are not otherwise
defined herein shall have the respective meanings given such terms in the Plan.
Section 2. SHARES SUBJECT TO PLAN.
The maximum aggregate number of Shares with respect to which Options
may be granted under the Plan is increased by 600,000 Shares to a total of
1,610,000 Shares. Such aggregate number of Shares shall be subject to adjustment
as provided in the Plan.
Section 3. ELIGIBLE PARTICIPANTS.
Section 4 of the Original Plan, as previously amended by Amendment No.
3, is hereby amended to read in its entirety as follows:
The persons eligible to receive Options under the Plan
("Eligible Persons") shall include all officers and all full-time
employees of the Company and its subsidiaries, and, in the case of
Nonqualified Options (defined in section 5, below), directors of
subsidiaries of the Company (other than directors of such subsidiaries
who are also directors of the Company) and such part-time employees of
the Company or its subsidiaries, if any, as may be designated by the
Committee from time to time.
Section 4. EFFECTIVE DATE; CONSTRUCTION.
The effective date of this amendment is May 1, 1998, and this amendment
shall be deemed to be a part of the Plan as of such date. In the event of any
inconsistencies between the provisions of the Plan and this amendment, the
provisions of this amendment shall control. Except as modified by this
amendment, the Plan shall continue in full force and effect without change.
This amendment shall be submitted to the shareholders of the Company
for approval as soon as practicable but in any event not later than 12 months
after the effective date of this amendment. Notwithstanding the preceding
paragraph or any other provisions of this amendment to the contrary, if this
amendment is not approved by the shareholders of the Company within such
12-month period, this amendment and all Options granted with respect to the
additional Shares subject to the Plan as a result of this amendment, and all
Nonqualified Options granted to part-time employees of the Company or any of its
subsidiaries, shall automatically become null and void and have no further force
or effect.
<PAGE> 1
Exhibit 5
OPINION OF BAKER & HOSTETLER LLP
May 27, 1999
Metatec International, Inc.
7001 Metatec Boulevard
Dublin, Ohio 43017
Ladies and Gentlemen:
We are acting as counsel to Metatec International, Inc., an Ohio
corporation (the "Company"), in connection with Post-Effective Amendment No. 1
to the Registration Statement on Form S-8 (File No. 333-03125) (the
"Registration Statement") being filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended. The
Registration Statement is being filed to register an additional 600,000 common
shares, without par value, of the Company (the "Shares") for offer and sale
under and pursuant to the Company's 1990 Stock Option Plan, as amended (the
"Plan"), and to enable the Company to adopt the Registration Statement on Form
S-8, as amended, of Metatec Corporation, a Florida corporation and the
disappearing corporation in a merger with the Company that became effective on
April 30, 1999.
In connection with the registration of an additional 600,000 Shares for
offer and sale under and pursuant to the Plan, we have examined the Company's
Articles of Incorporation, as amended, the Company's Code of Regulations, and
the records, as exhibited to us, of the corporate proceedings of the Company and
Metatec Corporation; a copy of the Plan; and such other documents and records,
including certificates from officers of the Company and others, as we considered
necessary for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and, when sold and paid for in the manner contemplated by
the Plan, will have been validly issued and will be fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Baker & Hostetler LLP
BAKER & HOSTETLER LLP
<PAGE> 2
Exhibit 23(a)
Contained in Exhibit 5.
<PAGE> 1
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-03125 of Metatec International, Inc. on
Form S-8 of our reports dated February 25, 1999, appearing and incorporated by
reference in the Annual Report on Form 10-K of Metatec Corporation for the year
ended December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
- -------------------------
DELOITTE & TOUCHE LLP
Columbus, Ohio
May 27, 1999
<PAGE> 1
Exhibit 24
METATEC INTERNATIONAL, INC.
Power Of Attorney
for
Form S-8 Registration Statements
The undersigned, a director of Metatec International, Inc., an Ohio
corporation (the "Company"), hereby constitutes and appoints Jeffrey M. Wilkins
and Julia A. Pollner, and each of them, my true and lawful attorneys-in-fact and
agents, with full power to act without the other, with full power of
substitution and resubstitution, for me and in my name, place, and stead, in my
capacity as director of the Company, to sign any and all of the Company's
Registration Statements on Form S-8 and any and all amendments thereto
(including post-effective amendments) to register under the Securities Act of
1933, as amended (the "1933 Act"), any common shares, without par value (the
"Shares"), of the Company for sale under, and pursuant to, any and all of the
Company's current or hereafter adopted or approved stock option plans or other
"employee benefit plans" (as such term is defined under Rule 405 promulgated
under the 1933 Act), as such plans are currently amended or hereafter amended,
including, without limitation, the 1999 Directors Stock Option Plan, the 1992
Directors' Stock Option Plan, and the 1990 Stock Option Plan, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their or his or her substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
/s/ A. Grant Bowen
- ------------------------------ Date: April 30, 1999
A. Grant Bowen
/s/ Joseph F. Keeler, Jr.
- ------------------------------ Date: April 30, 1999
Joseph F. Keeler, Jr.
/s/ Peter J. Kight
- ------------------------------ Date: April 30, 1999
Peter J. Kight
/s/ Jerry D. Miller
- ------------------------------ Date: April 30, 1999
Jerry D. Miller
/s/ James V. Pickett
- ------------------------------ Date: April 30, 1999
James V. Pickett
/s/ Jeffrey M. Wilkins
- ------------------------------ Date: April 30, 1999
Jeffrey M. Wilkins
