Exhibit 3.(i)1
ARTICLES OF INCORPORATION
OF
CENTRAL CAPITAL VENTURE CORPORATION
ARTICLE I - NAME
The name of this corporation is Central Capital Venture Corporation.
ARTICLE II - REGISTERED OFFICE AND AGENT
The location of the registered office of the corporation in the State of Nevada
is 711 S. Carson Street, Suite 4, Carson City, Nevada, 89701.
The resident agent of the corporation is Nevada & Offshore Business Formation,
Llc.Com, 711 S. Carson Street, Suite 4, Carson City, Nevada, 89701.
The corporation may also maintain an office of offices at such other places, and
where meetings, of the Board of Directors and the stockholders may be held,
either within or without the State of Nevada, as may be determined, from time to
time, by the Board of Directors.
ARTICLE III - PURPOSES
The Purpose of for which this corporation is organized is to engage in any
business or activity not forbidden by law or these Article of Incorporation.
ARTICLE IV - CAPITAL STOCK
The Corporation shall have the authority to issue to issue two classes of stock,
and the total number authorized shall be twenty million (20,000,000) shares of
Common Stock of the par value $.001 each, and one million (1,000,000) shares
Preferred Stock of the par value $.001 each. A description of the different
classes of stock of the Corporation and a statement of the designation and the
powers, preferences and rights and the qualifications, limitations or
restrictions thereof, in respect of each class of such stock are as follows:
1. Issuance in Class or Series. The Preferred Stock may be issued from time to
time in one or more series, or divided into additional classes and such classes
into one or more series. The terms of a class or series, including all rights
and preferences, shall be as specified in the resolution or resolutions adopted
by the Board of Directors designating such class or series, which resolution or
resolutions the Board of Directors is hereby expressly authorized to adopt.
Such resolution or resolutions with respect to a class or series shall specify
all such of the rights or preferences of such class or series as the Board of
Directors shall determine, including the following, if applicable: (a) the
number of shares to constitute such class or series and the distinctive
designation thereof; (b) the dividend or manner for determining the dividend
payable with respect to the shares of such class or series and the date or dates
from which dividends shall accrue, whether such dividend shall be cumulative,
and if cumulative, the date or dates form which dividends shall accumulate and
whether such dividends shall be cumulative, and if cumulative, the date or dates
from which dividends shall accumulate and whether the shares in such class or
series shall be entitled to preference or priority over any other class or
series or stock of the Corporation with respect to payment of dividends; (c)
the terms and conditions, including price or a manner for determining the price;
of redemption, if any of such class or series (d) the terms and conditions of a
retirement fund or sinking fund, if any, of the shares of such class or series;
(e) the amount which the shares of such class or series shall be entitled to
receive, if any, in the event of any liquidation, dissolution or winding up of
the Corporation and whether such shares shall be entitled to a preference or
priority over share of another class or series with respect to amounts received
in connection with any liquidation, dissolution or winding up of the
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Corporation; (f) whether the shares of such class or series shall be convertible
into, or exchangeable for shares of stock of any other class or classes or any
other series of the same or any other class or classes or stock, (or stocks,
subsidiaries, or wholly owned corporations in which this Corporation may
otherwise own or control) , of the Corporation and the terms and conditions of
any such conversion or exchange; (g) the voting rights, if any of shares of
stock of such class or series in addition to those granted herein; (h) the
status as to reissuance or sale of shares of such class or series redeemed,
purchased or otherwise reacquired, or surrendered to the Corporation upon
conversion; (i) the conditions and restrictions, if any, of the payment of
dividend of the making of other distributions on or the purchase, redemption or
other acquisition by the Corporation or any subsidiary, of any other class or
series of stock of the Corporation ranking junior to such shares as to dividends
or upon liquidation; and (j) the conditions, if any, on the creation of
indebtedness of the Corporation, or any subsidiary: and (k) such other
preferences, rights, restrictions and qualifications as the Board of Directors
may Determine.
Shares of the Preferred Stock may or may not rank equally, and may or may not be
identical within their classes in all respects regardless of series, except as
to terms which may be specified by the Board of Directors pursuant to the above
provisions. All shares of any one series of a class of Preferred Stock may be
equal rank and identical in all respects, except that shares of any one series
issued at different times may differ as to the dates, which dividends thereon
shall accrue and be cumulative.
2. Other Provisions. Preferred Stock of any class or series may be issued with
such voting powers, full or limited, or no voting powers, or such designations,
preferences and relative participating, option or special rights, and
qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions providing for the issuance of such
stock adopted by the Board of Directors. Any of the voting powers,
designations, preferences, rights, and qualifications, limitations or
restrictions or any such class or series of stock may be dependent upon facts
ascertainable outside the resolution or resolutions of the Board of Directors,
provided the manner in which such facts shall operate upon the voting powers,
designations, preferences, rights, and qualifications, limitations, or
restrictions or such class or series is clearly set forth in the resolution or
resolutions providing for the issue of such stock adopted by the Board of
Directors. Shares of Common or Preferred Stock reacquired by the Corporation
shall be no longer be deemed outstanding and shall have no voting or other
rights unless and until reissued. Shares reacquired by the Corporation may be
canceled and restored to the status of authorized and unissued stock by action
of the Board of Directors.
3. Common Stock. Except as otherwise provided in any resolution or resolutions
adopted by the Board of Directors, the Common Stock shall (a) have the exclusive
voting power of the corporation; (b) entitle the holders thereof to one vote per
share at all meetings of the stockholders of the Corporation; (c) entitle the
holders to share ratably, without preference over any other shares of the
Corporation, in all assets of the Corporation in the event of any dissolution,
liquidation or winding up of the Corporation; and (d) entitle the record holder
thereof on such record dates as are determined, from time to time, by the Board
of Directors to receive such dividends, if any, if, as and when declared by the
Board of Directors.
ARTICLE V- DIRECTORS
1. Designations. The governing board of the Corporation shall be styled as a
"Board of Directors", and any member of said Board shall be styled as a
"Director".
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The number of members constituting the Board of Directors at the date of this
Article is (2): and the name and t post office address of each of said members
are as follows:
Name Address
Ely Jay Mandell 2660 Townsgate Road
President, CEO 725 Village Park
Westlake Village, CA 91361
David Kekick 175 Whispering Pines Lane
Secretary, COO Johnstown, PA 15905
2. Number, Election and Term of Directors. The business and affairs of the
Corporation shall be managed by a Board of Directors, which subject to the
rights and holders of shares of any class of series of Preferred Stock of the
Corporation then outstanding to elect additional Directors under specified
circumstances, shall consist of not less than one or nor than fifteen persons.
The exact number of Directors within the minimum and maximum limitations
specified in the proceeding sentence shall be fixed from time to time by either
(i) the Board of Directors pursuant to a resolution adopted by a majority of the
entire Board of Directors, (ii) the affirmative vote of the holders of
two-thirds or more of the voting power of all of the shares of the Corporation
entitled to vote generally in the election of Directors voting together as a
single class, or (iii) pursuant to Paragraph 7 of Article Nine hereof. No
decrease in the number of Directors constituting the Board of Directors shall
shorten the term of any incumbent Director.
3. Stockholder Nomination of Director Candidates. Advance notice of stockholder
nominations for the election of Directors shall be at least 60 days in advance
of the month and day in which the annual meeting of stockholders was held in the
previous year.
4. Newly Created Directorships and Vacancies. Subject to the rights of the
holders of any series of any Preferred Stock then outstanding, newly created
directorships from any increase in the authorized number of Directors and any
vacancies in the Board of Directors resulting from the death, resignation,
retirement, disqualification, removal from office or other cause may be filled
by a majority vote of the Directors then in office even though less than a
quorum, or by a sole remaining Director.
5. Removal. Subject to the rights of the holders of any series of any Preferred
Stock then outstanding, any Director or the entire Board of Directors, may be
removed from office at any annual or special meeting called for such purpose,
and then only for cause and only by the affirmative vote of the holder of two
third or more of the voting power of all of the shares of the Corporation
entitle to vote generally in the election of Directors, voting together as a
single class. As used herein, cause shall mean only the following: proof beyond
the existence of a reasonable doubt that a Director has been convicted of a
felony, committed gross negligence, or willful misconduct resulting in, and
causing a material detriment to the Corporation, or committed a material breach
of his fiduciary duty to the Corporation resulting in a material detriment to
the Corporation.
6. Amendment, Repeal, ect. Notwithstanding anything contained in these Articles
of Incorporation to the contrary, the affirmative vote of the holders of two
thirds or more of the voting power of all of the shares of the Corporation
entitled to voted generally in the election of Directors, voting together as a
single class, shall be required to alter, amend or adopt any provision
inconsistent with or repeal this Article Seven, or alter, amend adopt any
provision inconsistent with or repeal comparable sections of the Bylaw of the
Corporation.
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7. Special Meetings of the Stockholders. Notwithstanding anything contained in
these Articles of Incorporation to the contrary, the affirmative vote of the
holders of two third or more the voting of all the shares of the Corporation
entitled to vote generally in the election of Directors, voting together as a
single class, shall be required to call a special meeting of stockholders or to
alter, amend, adopt any provision inconsistent with or repeal this Article
Eight, or to alter, amend, adopt any provision inconsistent with comparable
sections of the Bylaws.
ARTICLE VI - ASSESSMENT OF STOCK
The capital stock of the corporation, after the amount of the subscription price
has been fully paid in, shall not be assessable for any purpose, and no stock
issued as fully paid-up shall ever be assessable or assessed. The holders of
such stock shall not be individually responsible for the debts, contracts, or
liabilities of the corporation. The holders of such stock shall not be liable
for assessments to restore impairments in capital of the corporation. The
Articles of Incorporation shall not be amended in this particular.
ARTICLE VII - INCORPORTORS
The name and post office address of the incorporator singing these Articles of
Incorporation is as follows:
Name Address
Ely Jay Mandell 2660 Townsgate Road
725 Village Park
Westlake Village, CA 91361
ARTICLE VIII - DURATION
The corporation shall have perpetual existence.
ARTICLE IX - DIRECTORS LIABILITY
1. Limitation of Personal Liability. The personal liability of the directors of
the corporation is hereby eliminated to the fullest extent permitted by the
General Corporation Law of the State of Nevada, as the same may be amended and
supplemented.
2. Indemnification. The corporation shall, to the fullest extent permitted by
the General Corporation Law of the State of Nevada, as the same may be amended
and supplemented, indemnify the directors and officers of the corporation from
and against any and all of the expenses, liabilities, or other matters referred
to in or covered by said law, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled un any Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity while holding
such office, and shall continue as to a person who has ceased to be a director
or officer an shall inure to the benefit of the heirs, executors, and
administrators of such persons.
ARTICLE IV - CERTIFICATE OF MERGER
1. The Corporation Further Known as Digital Technologies Media Group, Inc., is
subject, pursuant to Chapter 11 of the United States Bankruptcy Code, to the
jurisdiction of the United States Bankruptcy Court for the Central District of
California (the "Court"), in a proceeding entitled "in re Digital Technologies
Media Group, Inc., a Delaware corporation, Debtor" Chapter 11 Case No. SV
99-10944-GM.
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2. Pursuant to an Order of the Court entered on April 26, 2000, confirming the
Corporations Plan of Reorganization (the "Order"), the Court has granted the
Corporation the authority to change its state of incorporation to Nevada or any
other State which the Board of Directors determines.
3. Attached Hereto is a copy of the Order and Exhibit 1 which consist of a copy
of the Debtors Third Amended Chapter 11 Plan, setting forth the terms and
conditions of the surviving Corporation as being this Nevada Corporation
IN WITNESS WHEREOF, these Articles of Incorporation were executed by the
President and Chief Executive Officer of the Corporation on this 5th Day of May
2000.
/s/Ely Jay Mandell
Ely Jay Mandell
President, CEO
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EXHIBITS
MARTIN J. BRILL (State Bar No. 53220)
ROBYN B. SOKOL (State Bar No. 159506)
A Professional Corporation
1888 Century Park East, Suite 1500
Los Angeles, California 90067
Telephone: (310) 277-7400
Telecopier: (310) 277-7584
Attorneys for Digital Technologies Media Group, Inc.,
Debtor and Debtor in Possession
UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA
SAN FERNANDO VALLEY DIVISION
Bk. No. SV 99-10944-GM
In a Case Under Chapter
11 of the Bankruptcy Code
(11 U.S.C. 1101 et seq.)
DEBTOR'S THIRD AMENDED CHAPTER 11
PLAN
In re PLAN CONFIRMATION HEARING
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SEE DISCLOSURE STATEMENT FOR
DIGITAL TECHNOLOGIES MEDIA GROUP, VOTING AND OBJECTING PROCEDURES
INC., a Delaware corporation,
Date: April 18, 2000
Debtor. Time: 9:00 a.m.
Place: Courtroom "303"
21041 Burbank Blvd.
Woodland Hills, CA
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I.
INTRODUCTION
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Digital Technologies Media Group, Inc., a Delaware corporation is the
debtor in a Chapter 11 bankruptcy case. On January 26, 1999, Digital
Technologies Media Group, Inc. (the "Debtor"), commenced a bankruptcy case by
filing a voluntary Chapter 11 petition under the United States Bankruptcy Code
("Code"), 11 U.S.C. 101 et seq. This document is the Third Amended Chapter 11
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Plan ("Plan") proposed by the Debtor (also referred to as "Plan Proponent").
Sent to you in the same envelope as this document is the Disclosure Statement
which has been approved by the Court, and which is provided to help you
understand the Plan.
This is a reorganizing Plan. In other words, the Debtor seeks to satisfy
its obligations to Creditors by issuing its securities pursuant to the terms of
the Plan. The Reorganized Debtor will change its name to Central Capital
Venture Corporation and will become a Nevada corporation operating and conceived
as a closed end mutual fund specifically designed to engage in investments of
startup (venture capital) companies. The Reorganized Debtor will be engaged as
a Business Development Corporation (a "BDC") under the Investment Company Act.
The Reorganized Debtor's common stock will be distributed to the Debtor's
Creditors and Interest Holders in exchange for their Claims and Interests.
The Reorganized Debtor's investment objective will be to invest in assets
and/or management services in companies with gross sales of less than $500,000
per annum and selected situations (such as leveraged buyouts and established
business operations) that will benefit from long-term capital growth. The
Reorganized Debtor will derive its income through management consulting fees and
profit from the selective sales of the companies contained in its investment
portfolio.
The Effective Date of the proposed Plan is the later of (i) the first
business day after the eleventh (11th) day following Confirmation of the Plan;
or (ii) the first business day after such date on which there is not in force
any stay or injunction against the enforcement of the Plan or the Confirmation
Order. It is anticipated that the Effective Date of the Plan will be April 15,
2000.
II.
DEFINITIONS
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The following definitions will apply with respect to this Plan and the
Disclosure Statement.
1. "Administrative Claims" or "Administrative Expenses". Claims
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for costs or expenses of administering the Debtor's Chapter 11 case which are
allowed under Bankruptcy Code section 507(a)(1).
2. "Administrative Tax Claims". A Claim filed by a governmental
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unit for taxes (and for interest and penalties related to such taxes) for any
tax year or period to the extent it occurs or falls within the period from and
including the Petition Date through and including the Effective Date.
3. "Allowed". When used in respect of a Claim or Interest or
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group of Claims or Interests, means --
(a) if no proof of Claim or Interest has been timely filed,
such amount of the Claim or Interest or group of Claims or Interests which has
been scheduled by the Debtor as liquidated in amount and not disputed or
contingent and as to which no party in interest has filed an objection within
the time required under the Plan or otherwise fixed by the Bankruptcy Court and
which Claim or Interest is not disallowed under 502(d) or (e) of the
Bankruptcy Code; or
(b) if a proof of Claim or Interest has been filed by the
Claims Bar Date or is deemed timely filed by the Bankruptcy Court, such amount
of the Claim or Interest or group of Claims or Interests as to which any party
in interest has not filed an objection within the time required under this Plan
or otherwise fixed by the Bankruptcy Court and which Claim or Interest is not
disallowed under 502(d) or (e) of the Bankruptcy Code; or
(c) such amount of the Claim or Interest or group of Claims
or Interests which is allowed by a Final Order of the Bankruptcy Court; or
(d) such amount of the Claim or Interest or group of Claims
or Interests which is allowed under the Plan.
4. "Allowed Claim". A Claim which is Allowed.
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5. "Allowed Class Claim". An Allowed Claim in the particular
----------------------
Class described.
6. "Assets". All assets of the Debtor's Estate including
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"property of the estate" as described in 541 of the Bankruptcy Code.
7. "BDC". A business development company as defined in Sections
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80A-2(48) of the Investment Company Act.
8. "Ballot". The Ballot for accepting or rejecting this Plan.
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9. "Ballot Date". The date set by the Bankruptcy Court by which
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all Ballots with respect to the Plan must be received.
10. "Bankruptcy Code". The Bankruptcy Code, as codified in Title
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11 of the United States Code, 11 U.S.C. 101 et seq., including all amendments
thereto, to the extent such amendments are applicable to the Case.
11. "Bankruptcy Rules". The Federal Rules of Bankruptcy Procedure
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as now in effect or hereafter amended and applicable to the Case.
12. "Business Day". Any day other than a Saturday, Sunday or a
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legal holiday (as defined in Bankruptcy Rule 9006(a)).
13.
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"Bar Date". The general bar date for the filing of proofs of Claim as set
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by the Bankruptcy Court.
14. "Case". The case under Chapter 11 of the Bankruptcy Code
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commenced by the Debtor on January 26, 1999 and bearing Case No. SV 99-10944-GM.
15. "Cash". Cash or cash equivalents including, but not limited
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to, bank deposits, checks or other similar items.
16. "Claim". (a) Any right to payment from the Debtor, whether or
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not such right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured
or unsecured, or (b) any right to an equitable remedy for breach of performance
if such breach gives rise to a right of payment from the Debtor, whether or not
such right to an equitable remedy is reduced to judgment, fixed, contingent,
matured, unmatured, disputed, undisputed, secured, or unsecured.
17. "Class". A class of Claims or Interests described in Article
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III of the Plan.
18. "Class A Preferred Stock". One hundred thousand (100,000)
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shares of Class A Preferred Stock issued by the Debtor to Data shareholders.
The Class A Preferred Stock shall be convertible into common stock of Data held
by the Reorganized Debtor upon the earlier to occur: (i) twelve (12) months
from issuance, (ii) an investment totaling $1,000,000 is made in Data by the
Reorganized Debtor, or (iii) a registration with the Securities and Exchange
Commission of Data's stock becomes effective. The Class A Preferred Stock shall
not pay a dividend and shall have voting rights only with respect to Data equal
to 4,000,000 shares of Data. The Class A Preferred Stock shall be convertible
into Data common stock pursuant to the following formula: the converted shares
shall be equal to 68% of the total Data common shares (3.4 million shares) to be
issued after conversion.
19. "Confirmation". The entry of the Order by the Bankruptcy
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Court confirming the Plan pursuant to 1129 of the Bankruptcy Code.
20. "Confirmation Date". The date upon which the Bankruptcy Court
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enters an order confirming the Plan pursuant to 1129 of the Bankruptcy Code.
21. "Confirmation Order". The order of the Bankruptcy Court
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confirming the Plan pursuant to 1129 of the Bankruptcy Code.
22. "Court". The United States Bankruptcy Court for the Central
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District of California.
23. "Creditor". The Holder of a Claim against the Debtor.
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24. "Data". DataNet Information Systems, Inc., a Nevada
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corporation.
25. "Debtor". Digital Technologies Media Group, Inc., a Delaware
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corporation.
26. "Digi". Digi Commerce, Inc., an investee company to be formed
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by the Reorganized Debtor.
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27. "Disbursing Agent". The person or entity responsible for
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making all distributions provided for under the Plan.
28. "Disclosure Statement". The "Debtor's Third Amended
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Disclosure Statement Describing Debtor's Third Amended Chapter 11 Plan" filed by
the Plan Proponent in support of the Plan, and any and all amendments and
exhibits to the Disclosure Statement.
29. "Disputed Claim". A Claim or Interest as to which a proof of
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Claim or Interest has been filed or is deemed to have been filed under
applicable law or an Administrative Claim, as to which an objection has been or
is filed by the Debtor or any other party in interest in accordance with the
Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Local Rules, which
objection has not been withdrawn or determined by a Final Order. Prior to the
time that an objection has been or is filed, for the purposes of the Plan, a
Claim or Interest may be considered a Disputed Claim in its entirety if: (i) the
amount of a Claim or Interest specified in a proof of claim exceeds the amount
of any corresponding Claim scheduled by the Debtor in its Schedule of Assets and
Liabilities; (ii) any corresponding Claim scheduled by the Debtor in its
Schedule of Assets and Liabilities has been scheduled as disputed, contingent or
unliquidated, irrespective of the amount scheduled; or (iii) no corresponding
Claim has been scheduled by the Debtor in its Schedule of Assets and
Liabilities.
30. "Distribution". Any transfer under the Plan of Cash or Units
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of Reorganized Debtor's Securities to either a Holder of an Administrative
Claim, a Holder of an Allowed Claim, a Holder of an entitlement to payment of a
Post-Effective Date Expense or an Interest Holder.
31. "Effective Date". The later of (i) the first business day
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which is eleven (11) days following the Confirmation Date; or (ii) the first
Business Day after such date under clause (i) on which there is not in force any
stay or injunction against the enforcement of the Plan or the Confirmation
Order.
32. "Estate". The estate in the Debtor's Case created pursuant to
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541(a) of the Bankruptcy Code.
33. "Estate Representative". The person(s) or entity(ies)
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authorized to exercise and perform the rights, powers and duties held by the
Estate, including without limitation the authority under Bankruptcy Code
1123(b)(3) to provide for the settlement, adjustment, retention and enforcement
of Claims and Interests of the Estate, including, but not limited to all Rights
of Action and the authority to exercise all rights under Bankruptcy Code
1106, 1107 and 1108. Upon and after the Effective Date, the Reorganized Debtor
shall be the Estate Representative.
34. "Final Order". An order, decree or judgment of the Bankruptcy
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Court, the operation or effect of which has not been reversed, stayed, modified
or amended, and as to which order, decree or judgment (or any revision,
modification or amendment thereof), the time to appeal or seek review or
rehearing has expired and as to which no appeal or petition for review or
rehearing has been taken or is pending.
35. "Holder". The holder of a Claim against or Interest in the
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Debtor.
36. "Insiders". All Persons who are "insiders" as that term is
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defined in Section 101 of the Bankruptcy Code.
37. "Interest". Any equity security of the Debtor as defined in
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section 101(49) of the Bankruptcy Code.
38. "Investment Company Act". The Investment Company Act of 1940,
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15 U.S.C. 80a-1, et seq.
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39. "Local Rules". The Local Bankruptcy Rules for the United
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States Bankruptcy Court for the Central District of California, as now in effect
or hereafter amended and applicable to the Case.
40. "Person". Any natural person or other entity.
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41. "Petition Date". January 26, 1999.
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42. "Plan". The Debtor's Third Amended Chapter 11 Plan.
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<PAGE>
43. "Plan Proponent". The Debtor.
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44. "Priority Tax Claims". Certain unsecured income, employment
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and other taxes described by Bankruptcy Code Section 507(a)(8).
45. "Priority Unsecured Claims". Claims that are referred to in
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Bankruptcy Code Sections 507(a)(3), (4), (5), (6), and (7) which are required to
be placed in Classes.
46. "Pro Rata". With respect to a particular Class of Claims or
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Interests, the ratio that the amount of a particular Allowed Claim or Allowed
Interest in the Class bears to the total amount of Allowed Claims or Allowed
Interests in the Class.
47. "Record Date". The date of entry of the Order approving the
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Disclosure Statement for this Plan.
48. "Reorganized Debtor". The Debtor after Confirmation.
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49. "Rights of Action". Any and all Claims, demands, rights,
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actions, causes of action and suits of the Debtor's Estate, of any kind or
character whatsoever, known or unknown, suspected or unsuspected, whether
arising prior to, on or after the Petition Date, in contract or in tort, at law
or in equity or under any other theory of law, including but not limited to (1)
rights of setoff, counterclaim or recoupment, and claims on contracts or for
breaches of duties imposed by law, (2) the right to object to Claims or
Interests, (3) claims pursuant to Section 362 of the Bankruptcy Code, (4) such
claims and defenses as fraud, mistake, duress, usury and (5) all avoiding
powers, rights to seek subordination and all rights and remedies under Sections
502(d), 506, 510, 542, 543, 544, 545, 547, 548, 549, 550, 551, 552 or 553 or any
fraudulent conveyance, fraudulent transfer, or preference laws.
50. "Secured Claim". A Claim secured by a lien on property of the
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Debtor's Estate.
51. "Unclaimed Property". Any funds or securities distributed to
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Creditors or Holders of Interests which are unclaimed as of twelve (12) months
after the Distribution. Unclaimed Property will include, without limitation,
Cash, checks, securities, and any other property which is to be distributed
pursuant to the Plan which has been returned as undeliverable without a proper
forwarding address, or which was not mailed or delivered because of the absence
of a proper address to which to mail or deliver such property.
52. "Unit(s) of Reorganized Debtor's Securities". Securities of
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the Reorganized Debtor consisting of one (1) share of common stock of the
Reorganized Debtor and one (1) Class A warrant to purchase the Reorganized
Debtor's common stock. The Class A warrant shall allow the warrant holder to
purchase one (1) share of common stock of the Reorganized Debtor at a price of
$5.00 per share at any time within one (1) year from the Effective Date. Upon
the exercise of the Class A warrant, the warrant holder also shall receive one
(1) Class B warrant to purchase the Reorganized Debtor's common stock. The
terms of the Class B warrant shall be set by the board of directors of the
Reorganized Debtor subsequent to the Effective Date of the Plan.
53. "Unsecured Claim". Any Claim against the Debtor, however
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arising, e.g., from providing goods or services or
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from the rejection of an executory contract or an unexpired lease, which is not
an Administrative Claim, Priority Tax Claim, Priority Non-Tax Claim or Secured
Claim.
54. "Person". Any natural person or other entity.
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<PAGE>
55. "Petition Date". January 26, 1999.
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56. "Plan". The Debtor's Third Amended Chapter 11 Plan.
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57. "Plan Proponent". The Debtor.
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58. "Priority Tax Claims". Certain unsecured income, employment and
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other taxes described by Bankruptcy Code Section 507(a)(8).
59. "Priority Unsecured Claims". Claims that are referred to in
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Bankruptcy Code Sections 507(a)(3), (4), (5), (6), and (7) which are required to
be placed in Classes.
60. "Pro Rata". With respect to a particular Class of Claims or
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Interests, the ratio that the amount of a particular Allowed Claim or Allowed
Interest in the Class bears to the total amount of Allowed Claims or Allowed
Interests in the Class.
61. "Record Date". The date of entry of the Order approving the
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Disclosure Statement for this Plan.
62. "Reorganized Debtor". The Debtor after Confirmation.
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63. "Rights of Action". Any and all Claims, demands, rights, actions,
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causes of action and suits of the Debtor's Estate, of any kind or character
whatsoever, known or unknown, suspected or unsuspected, whether arising prior
to, on or after the Petition Date, in contract or in tort, at law or in equity
or under any other theory of law, including but not limited to (1) rights of
setoff, counterclaim or recoupment, and claims on contracts or for breaches of
duties imposed by law, (2) the right to object to Claims or Interests, (3)
claims pursuant to Section 362 of the Bankruptcy Code, (4) such claims and
defenses as fraud, mistake, duress, usury and (5) all avoiding powers, rights to
seek subordination and all rights and remedies under Sections 502(d), 506,
510, 542, 543, 544, 545, 547, 548, 549, 550, 551, 552 or 553 or any fraudulent
conveyance, fraudulent transfer, or preference laws.
64. "Secured Claim". A Claim secured by a lien on property of the
--------------
Debtor's Estate.
65. "Unclaimed Property". Any funds or securities distributed to
-------------------
Creditors or Holders of Interests which are unclaimed as of twelve (12) months
after the Distribution. Unclaimed Property will include, without limitation,
Cash, checks, securities, and any other property which is to be distributed
pursuant to the Plan which has been returned as undeliverable without a proper
forwarding address, or which was not mailed or delivered because of the absence
of a proper address to which to mail or deliver such property.
66. "Unit(s) of Reorganized Debtor's Securities". Securities of the
---------------------------------------------
Reorganized Debtor consisting of one (1) share of common stock of the
Reorganized Debtor and one (1) Class A warrant to purchase the Reorganized
Debtor's common stock. The Class A warrant shall allow the warrant holder to
purchase one (1) share of common stock of the Reorganized Debtor at a price of
$5.00 per share at any time within one (1) year from the Effective Date. Upon
the exercise of the Class A warrant, the warrant holder also shall receive one
(1) Class B warrant to purchase the Reorganized Debtor's common stock. The
terms of the Class B warrant shall be set by the board of directors of the
Reorganized Debtor subsequent to the Effective Date of the Plan.
67. "Unsecured Claim". Any Claim against the Debtor, however arising,
----------------
e.g., from providing goods or services or
----
from the rejection of an executory contract or an unexpired lease, which is not
an Administrative Claim, Priority Tax Claim, Priority Non-Tax Claim or Secured
Claim.
<PAGE>
III.
CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS
----------------------------------------------------
M. General Overview .
-----------------
As required by the Bankruptcy Code, the Plan classifies Claims and
Interests in various Classes according to their right to priority of payments as
provided in the Bankruptcy Code. The Plan states whether each Class of Claims
or Interests is impaired or unimpaired. The Plan provides the treatment each
Class will receive.
N. Unclassified Claims .
--------------------
Certain types of Claims are not placed into voting Classes; instead they
are unclassified. They are not considered impaired and they do not vote on the
Plan because they are automatically entitled to specific treatment provided for
them in the Bankruptcy Code. As such, the Proponent has not placed the
---
following Claims in a Class. The treatment of these Claims is provided below.
<PAGE>
1. Administrative Expenses .
------------------------
Administrative expenses are claims for costs or expenses of administering
the Debtor's Chapter 11 Case which are Allowed under Code Section 507(a)(1).
The Code requires that all Administrative Claims be paid on the Effective Date
of the Plan, unless a particular claimant agrees to a different treatment.
The following chart lists all of the Debtor's 507(a)(1) Administrative
---
Claims and their treatment under this Plan.
<TABLE>
<CAPTION>
<S> <C> <C>
NAME AMOUNT OWED TREATMENT
-------------------------------- ------------------- -----------------------------------------
Robinson, Diamant & Brill, $ 60,000.00 RDB shall receive a Distribution of
A Professional Corporation (estimated fees) 4 Units of the Reorganized Debtor's
("RDB"), Bankruptcy counsel for Securities for each dollar owed RDB in
Debtor $ 20,000.00 full and complete satisfaction of its
(estimated costs) Allowed Claim for fees.
In addition, RDB shall be paid in Cash i
ts Allowed costs.
Claimant will receive its Pro Rata
Distribution of 30% of the Data common
stock when such common stock is issued.
Claimant will receive its Pro Rata
Distribution of 30% of the Digi common
stock when such stock is issued.
David A. Kekich $ 49,000.00 Claimant shall receive a Distribution of
Officer and Director of Debtor 4 Units of the Reorganized Debtor's
Securities for each dollar owed David
Kekich in full and complete satisfaction
of his Administrative Claims.
Claimant will receive his Pro Rata
Distribution of 30% of the Data common
stock when such common stock is issued.
Claimant will receive his Pro Rata
Distribution of 30% of the Digi common
stock when such stock is issued.
Ely Jay Mandell $ 49,000.00 Claimant shall receive a Distribution of
Officer and Director of Debtor 4 Units of the Reorganized Debtor's
Securities for each dollar owed Ely Jay
Mandell in full and complete
satisfaction of his Administrative
Claims.
Claimant will receive his Pro Rata
Distribution of 30% of the Data common
stock when such common stock is issued.
Claimant will receive his Pro Rata
Distribution of 30% of the Digi common
stock when such stock is issued.
Holders of Debtor's Certificates Up to $310,000.00 Holders of Debtor's Certificates of
of Indebtedness Indebtedness may at their election (i) be
paid pursuant to the terms of the
Debtor's Certificate of Indebtedness or
(ii) exchange such indebtedness for 4
Units of the Reorganized Debtor's
Securities for each dollar of
indebtedness held on the Effective Date.
Claimants will receive their Pro Rata
Distribution of 30% of the Data common
stock when such common stock is issued.
Claimants will receive their Pro Rata
Distribution of 30% of the Digi common
stock when such stock is issued.
Clerk's Office Fees $ 200.00 Paid in full on Effective Date
Office of the U.S. Trustee Fees $ 250.00 Paid in full on Effective Date
-------------------
TOTAL $178,450.00
</TABLE>
Court Approval of Fees Required:
-----------------------------------
<PAGE>
The Court must approve all professional fees listed in this chart. For all
fees except Clerk's Office fees and U.S. Trustee's fees, and other
non-professional administrative fees, the professional in question must file and
serve a properly noticed fee application and the Court must rule on the
application. Only the amount of fees allowed by the Court will be required to
be paid under this Plan.
2. Priority Tax Claims.
---------------------
Priority Tax Claims are certain unsecured income, employment and other
taxes described by Code Section 507(a)(8). The Code requires that each holder
of such a 507(a)(8) Priority Tax Claim receive the present value of such Claim
in deferred Cash payments, over a period not exceeding six years from the date
of the assessment of such tax. The Debtor does not believe any Section
507(a)(8) Priority Tax Claims exist.
O. Classified Claims and Interests.
----------------------------------
<PAGE>
1. Classes of Secured Claims.
----------------------------
Secured Claims are Claims secured by liens on property of the Estate. The
following chart lists all Classes containing Debtor's secured pre-petition
Claims and their treatment under this Plan:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
CLASS # DESCRIPTION INSIDERS IMPAIRED (Y/N) TREATMENT
------- ----------------------------- -------- --------------- ------------------------------
1 Secured Claims, Class 1 is Class 1 Claimants shall each
consisting of: impaired. receive a Distribution of 2
Claimants in Units of the Reorganized
Carl Steinfield - $5,000 No this Class are Debtor's Securities for each
P&M Revocable Trust - $5,000 No entitled to dollar of Allowed Secured
Red Tree International, vote on the Claim in full, final and
LLC - $1,400 Yes Plan. complete satisfaction of
Steve Linen - $2,500 their Claims and liens
Thomas Ford - $2,500 against the Debtor and its
Thomas Ward - $12,500 No property. On the Effective
No Date the collateral shall be
Collateral No released by Class 1 Claimants
description = Security and the Reorganized Debtor
interest in Debtor's pre- shall own the collateral free
petition claims and and clear of liens.
causes of action against
former officers, Claimants will receive their
directors and accountants Pro Rata Distribution of 30%
of Debtor. of the Data common stock when
such common stock is issued.
Collateral value = unknown
Claimant will receive their
Priority of Pro Rata Distribution of 30%
security int. = 1st of the Digi common stock when
such stock is issued.
Principal owed = $28,900.00
Pre-pet. arrearage
amount = 0
Post-pet. arrearage
amount = 0
Total Claim amount =
$ 28,900.00
-----------------------------
</TABLE>
2. Classes Of Priority Unsecured Claims.
----------------------------------------
Certain priority Claims that are referred to in Code Sections 507(a)(3),
(4), (5), (6), and (7) are required to be placed in Classes. These types of
Claims are entitled to priority treatment as follows: the Code requires that
each Holder of such a Claim receive Cash on the Effective Date equal to the
Allowed amount of such Claim. However, a Class of Unsecured Priority Claim
Holders may vote to accept deferred Cash payments of a value, as of the
Effective Date, equal to the Allowed amount of such Claims.
<PAGE>
The Debtor believes that no creditors exist with Claims under 11 U.S.C.
507(a)(3), (4), (5), (6), or (7).
3. Class Of General Unsecured Claims .
-------------------------------------
General Unsecured Claims are Unsecured Claims not entitled to priority
under Code Section 507(a). The following chart identifies this Plan's treatment
of the Class containing all of Debtor's general Unsecured Claims:
---
<TABLE>
<CAPTION>
<S> <C> <C> <C>
IMPAIRED
CLASS # DESCRIPTION (Y/N) TREATMENT
------- ------------------------- --------------- ---------------------------------
2 General Unsecured Claims Impaired. Allowed unsecured claimants shall
Members of receive a Distribution of 1 Unit
Total amt of claims = this Class are of the Reorganized Debtor's
approximately $535,648.59 entitled to Securities for each dollar or
vote on the Allowed Unsecured Claim in full,
Plan final and complete satisfaction
of their Claims against the
Debtor.
Claimants will receive their Pro
Rata Distribution of 30% of the
Data common stock when such
common stock is issued.
Claimants will receive their Pro
Rata Distribution of 30% of the
Digi common stock when such stock
is issued.
</TABLE>
4. Class Of Interest Holders.
----------------------------
Interest Holders are the parties who hold ownership interest (i.e., equity
interest) in the Debtor. If the Debtor is a corporation, entities holding
preferred or common stock in the Debtor are Interest Holders. If the Debtor is
a partnership, the interest holders include both general and limited partners.
If the Debtor is an individual, the Debtor is the interest holder. The
following chart identifies this Plan's treatment of the Class of Interest
Holders:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
CLASS # DESCRIPTION IMPAIRED TREATMENT
(Y/N)
------- ------------------------- --------------- ----------------------------------
3 Interest Holders - Common Impaired As soon as practicable after the
Stock - 3378 Shareholders Interest Effective Date, Allowed Interest
exist holders in Holders on the Record Date shall
this Class are receive a Pro Rata Distribution of
entitled to 33,551 Units of the Reorganized
vote on the Debtor's Securities in full
Plan. satisfaction of all rights,
interests and Claims of such
Interest Holders.
Claimants will receive their Pro
Rata Distribution of 30% of the
Data common stock when such common
stock is issued.
Claimants will receive their Pro
Rata Distribution of 30% of the
Digi common stock when such stock
is issued.
</TABLE>
P. Means Of Performing The Plan.
--------------------------------
<PAGE>
1. Formation Of A BDC And Acquisition Of Data.
-------------------------------------------------
Immediately following the distribution of its Units of Reorganized Debtor's
Securities, the Reorganized Debtor will file a Form N54-A and make a BDC
election under the Investment Company Act which defines the Reorganized Debtor's
business purpose, its venture capital investment activities and the type of
companies in which it may invest.
Prior to the Effective Date the Debtor acquired 1,000,000 shares of Data
common stock (representing 100% of Data's total stock outstanding) from First
Portland Corporation (30% shareholder), Bernie Budney (55% shareholder) and
Jande International Holdings, LLC (15% shareholder) by issuing such shareholders
of Data one share of the Debtor's Class A Preferred Stock for every ten shares
of Data common stock owned. The purchase of 100% of the Data common stock will
result in Data's shareholders holding 100,000 shares of the Class A Preferred
Stock of the Debtor. The acquisition of Data also required a $100,000 capital
contribution from the Debtor to Data for working capital. The purchase of the
Data common stock by the Reorganized Debtor resulted in Data's shareholders
acquiring the following distribution of Class A Preferred Stock:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
<PAGE>
DATA OWNERSHIP # OF PREFERRED
-------------- ---------- --------------
SHAREHOLDERS INTEREST # OF DATA SHARES STOCK SHARES
-------------- ---------- ---------------- --------------
First Portland 30% 300,000 30,000
Corporation
Bernie Budney 55% 550,000 55,000
Jande 15% 150,000 15,000
International
Holdings, LLC
--------------
</TABLE>
The Reorganized Debtor intends to distribute thirty percent (30%) of the Data
securities owned by it to shareholders who are to receive securities under the
Plan on a Pro Rata basis based upon Units held. The Debtor has agreed to
provide Data $1,000,000 (of which $100,000 has already been paid) over a two
year period for operational purposes including marketing, sales and development.
Once Data has received a total of $1,000,000, the Reorganized Debtor will
register the Data stock owned by it with the Securities and Exchange Commission.
The registration of Data stock also will include the common stock resulting from
the conversion of the Class A Preferred Stock. The Class A Preferred Stock
issued in exchange for Data common stock will not be issued pursuant to Section
1145 of the Code. It is anticipated that the Data Common Stock will be
registered within one year of Plan Confirmation.
2. Borrowing Of Money To Fund Plan .
------------------------------------
Pursuant to Bankruptcy Court approval, the Debtor was authorized to borrow
up to $310,000 from several individuals and issue its notes to evidence the
indebtedness (the "Debtor's Certificates of Indebtedness"). The funds from the
Debtor's Certificates of Indebtedness will be used to fund the Data transaction,
the costs associated with acquisition of 1,000,000 shares of Data common stock,
the costs associated with reorganizing the Debtor including the printing and
mailing of the disclosure statement materials to all Creditors and shareholders,
as well as general working capital for the Debtor.
3. Anticipated Investee Company .
------------------------------
Digi will be a start-up E-commerce travel reservations World Wide Web
design Assistance Company with Internet Service Provider aspects. Digi will
provide web design and access assistance to merchants in a mall or portal type
of setting for specific travel destinations, where Digi intends to open its caf
s. Digi will also maintain, market and operate DIGI-commerce.net and
DIGI-commerce.com which will sell various products, including sporting good
products in accordance with the Fogdog Sorts contract over the internet.
Digi will organize under Nevada Law after Confirmation. Digi shall have
20,000,000 authorized shares of common stock and 10,000,000 authorized shares of
preferred stock. Upon formation, Digi shall issue 4,000,000 shares of common
stock, which constitutes 100% of issued Digi common stock, to the Reorganized
Debtor in exchange for a transfer of all of the Debtor's assets excluding the
Rights of Action. The Reorganized Debtor intends to distribute thirty percent
(30%) of the Digi stock to parties who are to receive securities under the Plan
on a Pro Rata basis. The Digi Stock shall be registered and will not be issued
pursuant to Section 1145 of the Code. Ely Mandell shall serve as President and
sole Director of Digi. Other officers will be named upon formation of Digi.
4. Execution Of Documents .
------------------------
Upon Confirmation, the Reorganized Debtor shall be authorized to take all
actions necessary or appropriate to complete and consummate the transactions
described herein and to enter into and implement the contracts, instruments, and
other agreements or documents created in connection with the Plan or to be
executed and delivered pursuant to the Plan before, on, or after the Effective
Date.
5. Post-Confirmation Management .
-----------------------------
Post-Confirmation, Bernie Budney will serve as vice president at an annual
salary of $50,000 per year during the first year following Confirmation plus a
travel allowance. Christopher Erickson will be the Chief Executive Officer and
President for the Reorganized Debtor. During the first year following
Confirmation, Christopher Erickson will serve in these positions for an annual
salary of $50,000 per year plus 3% of the increase in the Reorganized Debtor's
portfolio as indicated by the liquidation of each individual portfolio security
(sale proceeds less costs), excluding the sale of any of the securities owned
except that of Data and Digi. The Directors of the Reorganized Debtor will be
as follows:
Inside Directors
-----------------
Christopher Erickson
Bernie Budney
Outside Directors
------------------
Brad Bartilson
Rex Crim
<PAGE>
The directors will receive $500 per board meeting. Additional officers
and/or directors will be appointed by the board of directors for the Reorganized
Debtor. In addition, Leonard Ludwig of First Portland Corporation shall have
the right pursuant to the terms of the Class A Preferred Stock to attend all
board of directors meetings of the Reorganized Debtor.
6. Disbursing Agent .
-----------------
The Reorganized Debtor shall act as the Disbursing Agent for the purpose of
making all distributions provided for under the Plan. The Reorganized Debtor
may employ or contract with an entity, such as a transfer agent, to assist in or
perform the distribution of property to be distributed. The Disbursing Agent
and such other entity shall serve without bond. The Reorganized Debtor shall
receive no compensation for distribution services rendered and expenses incurred
pursuant to the Plan.
7. Amendment To Charter Documents Of Debtor And Other Matters.
------------------------------------------------------------------
(a) Cancellation Of Outstanding Securities Of The Debtor.
----------------------------------------------------------
On the Effective Date, without shareholder approval all outstanding
instruments and securities representing Interests in the Debtor and any rights
to acquire Interests in the Debtor shall be deemed canceled and of no further
force or effect, without any further action on the part of the Bankruptcy Court
or any person. The holders of such canceled instruments, securities, and other
documents shall have no rights arising from or relating to such instruments,
securities or other documents or the cancellation thereof, except the rights
provided pursuant to the Plan.
(b) Amendments To Articles Of Incorporation .
-------------------------------------------
On the Effective Date, the Board of Directors of Reorganized Debtor shall
be authorized to amend the Articles of Incorporation and Bylaws to accomplish
the following:
(i) Change the Debtor's name to Central Capital Venture
Corporation, or such other name as the Board of Directors determines.
(ii) Change the place of incorporation of the Reorganized
Debtor to Nevada or any other state which the Board of Directors determines.
(iii) Effect a quasi-reorganization for accounting purposes.
(iv) Authorize 20,000,000 shares of no par value common stock.
(v) Authorize 1,000,000 shares of no par value preferred
stock. The Board of Directors shall determine in their discretion the rights,
performances, privileges, and restrictions granted to or imposed on any wholly
unissued class of such shares or any wholly unissued series of any class of such
shares.
<PAGE>
(vi) Issue shares, warrants or other securities to carry out
any transaction contemplated in the Plan without solicitation of or notice to
shareholders.
(vii) Take all action necessary and appropriate to carry out the
terms of the Plan;
(viii) Amend the Debtor's Articles of Incorporation and/or Bylaws
to provide the maximum indemnification or other protections to the Reorganized
Debtor's officers and directors that is allowed under applicable law;
(ix) In accordance with Section 1123(a)(b) of the Code, include
within its charter a provision prohibiting the issuance of nonvoting equity
securities.
(c) Take Required Actions .
-----------------------
Without shareholder approval, the Board of Directors of Reorganized Debtor
shall be authorized to take any and all action necessary or appropriate to
effectuate any amendments to the Reorganized Debtor's Certificate of
Incorporation and/or Bylaws called for under the Plan and the Board of Directors
and officers of the Reorganized Debtor shall be authorized to execute, verify,
acknowledge, file and publish any and all instruments or documents that may be
required to accomplish same.
8. Exemption From Registration Under Section 1145 of the Code .
------------------------------------------------------------------
All securities to be issued pursuant to the Plan to Holders of Allowed
Claims and Allowed Interests, except the Data common stock and Digi common
stock, shall be issued pursuant to the exemption contained in Section 1145 of
the Code from the requirements of Section 5 of the Securities Act of 1933, and
any other applicable federal, state or local law requiring registration.
9. Closing of Register For Existing Common Stock .
---------------------------------------------------
At the close of business on the second Business Day immediately preceding
the Effective Date, the security register for the common stock of the Debtor
shall be closed, and thereafter there shall be no further registrations of
transfer or other changes in Holders on the books of the stock transfer agent,
or the Debtor, and the Reorganized Debtor shall have no obligation to recognize
any transfer of the common stock of the Debtor occurring thereafter (but shall
be entitled instead to recognize and deal with, for all purposes under the Plan,
except as otherwise provided herein, those Holders reflected on the security
register immediately prior to the Effective Date).
IV.
TREATMENT OF MISCELLANEOUS ITEMS
--------------------------------
A. Executory Contracts And Unexpired Leases .
--------------------------------------------
<PAGE>
1. Assumptions.
-----------
The following are the unexpired leases and executory contracts to be
assumed as obligations of the Reorganized Debtor under this Plan (see Exhibit A
for more detailed information on unexpired leases to be assumed and Exhibit B
for more detailed information on executory contracts to be assumed):
TYPE OF LEASE/CONTRACT LESSOR
------------------------ ------
Server Lease - Intel server for Jande International
e-commerce business
Real Property Lease - office space Jande International
Office Equipment Lease Jande International
Fogdog Sport Contract - contract to Fogdog Sports
sell merchandise on Internet
On the Effective Date, each of the unexpired leases and executory contracts
listed above shall be assumed as obligations of the Reorganized Debtor. The
Order of the Court confirming the Plan shall constitute an Order approving the
assumption of each lease and contract listed above. If you are a party to a
lease or contract to be assumed and you object to the assumption of your lease
or contract, you must file and serve your objection to the Plan within the
deadline for objecting to the confirmation of the Plan.
2. Rejections .
----------
On the Effective Date, any leases or contracts that the Debtor does not
intend to assume through the Plan shall be rejected.
The Order Confirming the Plan shall constitute an Order approving the
rejection of the lease or contract. If you are a party to a contract or lease
to be rejected and you object to the rejection of your contract or lease, you
must file and serve your objection to the Plan within the deadline for objecting
to the confirmation of the Plan.
THE BAR DATE FOR FILING A PROOF OF CLAIM BASED ON A CLAIM ARISING FROM THE
REJECTION OF A LEASE OR CONTRACT IS THIRTY DAYS FROM THE REJECTION OF SUCH LEASE
OR CONTRACT. Any claim based on the rejection of a contract or lease will be
barred if the proof of claim is not timely filed, unless the Court later orders
otherwise.
B. Changes In Rates Subject To Regulatory Commission Approval .
-------------------------------------------------------------
This Debtor is not subject to governmental regulatory commission approval
of its rates.
C. Retention Of Jurisdiction.
---------------------------
After Confirmation of the Plan and occurrence of the Effective Date, in
addition to jurisdiction which exists in any other court, the Court will retain
such jurisdiction as is legally permissible including for the following
purposes:
<PAGE>
3. To resolve any and all disputes regarding the operation and
interpretation of the Plan and the Confirmation Order;
4. To determine the allowability, classification, or priority of Claims
and Interests upon objection by the Debtor, or by other parties in interest
with standing to bring such objection or proceeding;
5. To determine the extent, validity and priority of any lien asserted
against property of the Reorganized Debtor or property of the Estate;
6. To construe and take any action to enforce the Plan, the
Confirmation Order, and any other order of the Court, issue such orders as may
be necessary for the implementation, execution, performance, and consummation of
the Plan, the Confirmation Order, and all matters referred to in the Plan,
the Confirmation Order, and to determine all matters that may be pending before
the Court in this Case on or before the Effective Date with respect to any
Person or entity;
7. To determine (to the extent necessary) any and all applications for
allowance of compensation and reimbursement of expenses of professionals for the
period on or before the Effective Date;
8. To determine any request for payment of Administrative Expenses;
9. To resolve any dispute regarding the implementation, execution,
performance, consummation, or interpretation of the Plan or the Confirmation
Order;
10. To determine motions for the rejection, assumption, or assignment
of executory contracts or unexpired leases filed before the Effective Date and
the allowance of any Claims resulting therefrom;
11. To determine all applications, motions, adversary proceedings,
contested matters, and any other litigated matters instituted during the Case
whether before, on, or after the Effective Date;
12. To determine such other matters and for such other purposes as may
be provided in the Confirmation Order;
13. To modify the Plan under Section 1127 of the Bankruptcy Code in
order to remedy any apparent defect or omission in the Plan or to reconcile any
inconsistency in the Plan so as to carry out its intent and purpose;
14. Except as otherwise provided in the Plan or the Confirmation Order,
to issue injunctions to take such other actions or make such other orders
as may be necessary or appropriate to restrain interference with the Plan or the
Confirmation Order, or the execution or implementation by any person or entity
of the Plan or the Confirmation Order;
<PAGE>
15. To issue such orders in aid of consummation of the Plan or the
Confirmation Order, notwithstanding any otherwise applicable nonbankruptcy law,
with respect to any person or entity, to the fullest extent authorized by the
Bankruptcy Code or Bankruptcy Rules; and
16. To enter a final decree closing this Chapter 11 Case.
D. Miscellaneous Issues Regarding Plan Distributions .
-----------------------------------------------------
1. No Fractional Shares Issues . Notwithstanding anything to the
------------------------------
contrary in the Plan, no fractional shares of securities shall be issued and all
fractional shares shall be rounded down to the nearest whole share. Holders of
Allowed Claims or Allowed Interests who would be entitled to fractional shares
but for this provision shall receive no consideration therefor because such
amount will be de minimus.
-- -------
2. Name and Address of Holder. For purposes of all Distributions
------------------------------
under this Plan, the Disbursing Agent will be entitled to rely on the name and
address of the Holder of each Allowed Claim or Interest as shown on any timely
filed proof of claim and, if none, as shown on the Debtor's Schedules, as
amended from time to time, except to the extent that the Disbursing Agent first
receives adequate written notice of a transfer or change of address, properly
executed by the Holder or its authorized agent.
3. Unclaimed Property .
-------------------
Any property to be distributed to Creditors or Interest Holders under the
Plan shall be forfeited if it is not claimed by the entity entitled to it before
the later of one (1) year after Confirmation of the Plan or sixty (60) days
after an order allowing the Claim or Interest of that entity becomes a Final
Order.
E. Post-Confirmation U.S. Trustee Fees .
--------------------------------------
The Reorganized Debtor shall timely pay all fees incurred pursuant to 28
U.S.C. 1930(a)(6) after Confirmation.
F. Post-Confirmation Claims Of Debtor .
-------------------------------------
The Reorganized Debtor shall be the Estate Representative after
Confirmation for purposes of prosecuting Rights of Action.
V.
EFFECT OF CONFIRMATION OF PLAN
------------------------------
A. Discharge And Release Of Liabilities
----------------------------------------
Except as otherwise provided in this Plan or in the Confirmation Order,
Confirmation shall operate as a discharge pursuant to Code section 1141(d)(1),
effective as of the Effective Date, of any and all debts or Claims against the
Debtor that arose at any time before Confirmation, including but not limited to
all principal and interest, whether accrued before, on or after the Petition
Date. As to every discharged debt and Claim, the Creditor that held such debt
or Claim shall be precluded from asserting against the Debtor or against the
Debtor's assets or the Reorganized Debtor or any assets of the Reorganized
Debtor, any or further Claim based upon any document, instrument or act,
omission, transaction or any other activity of any kind or nature that occurred
prior to the Confirmation Date, including, without limitation, Claims in the
nature of successor liability. Without limiting the generality of the
<PAGE>
foregoing, on the Effective Date the Debtor shall be discharged from any debt
that arose before Confirmation and any debt of the kind specified in Sections
502(g), 502(h) or 502(i) of the Code to the full extent permitted by Section
1141(d)(1)(A) of the Code. Furthermore, all Claims and debts against the Debtor
which are so discharged may not be asserted against the Reorganized Debtor under
any circumstances unless pursuant to the provisions of the Plan.
The Order of Confirmation shall operate as an injunction against the
commencement or continuation of any act relating to the collection or
enforcement of any Claim governed by the discharge provisions hereof.
Revesting Of Property In The Debtor .
----------------------------------------
Except as provided in Section V.E., and except as provided elsewhere in
this Plan, the Confirmation of the Plan revests all of the property of the
Estate, including all Rights of Action, in the Reorganized Debtor free and clear
of all claims and interests of Creditors.
B. Modification Of Plan .
----------------------
The Plan Proponent may modify the Plan at any time before Confirmation.
However, the Court may require a new disclosure statement and/or revoting on the
Plan if Plan Proponent modifies the Plan before Confirmation.
The Plan Proponent may also seek to modify the Plan at any time after
Confirmation so long as (1) the Plan has not been substantially consummated and
---
(2) the Court authorizes the proposed modifications after notice and a hearing.
C. Post-Confirmation Status Report .
---------------------------------
Within 120 days of the entry of the order confirming the Plan, Plan
Proponent shall file a status report with the Court explaining what progress has
been made toward consummation of the confirmed Plan. The status report shall be
served on the United States Trustee, the twenty largest unsecured creditors, and
those parties who have requested special notice. Further status reports shall
be filed every 120 days and served on the same entities.
D. Post-Confirmation Conversion/Dismissal .
---------------------------------------
A creditor or party in interest may bring a motion to convert or dismiss
the case under 1112(b), after the Plan is confirmed, if there is a default in
performing the Plan. If the Court orders the case converted to Chapter 7 after
the Plan is confirmed, then all property that had been property of the Chapter
11 estate, and that has not been disbursed pursuant to the Plan, will revest in
the Chapter 7 estate, and the automatic stay will be reimposed upon the revested
property only to the extent that relief from stay was not previously granted by
the Court during this case.
E. Final Decree.
-------------
Once the estate has been fully administered as referred to in Bankruptcy
Rule 3022, the Plan Proponent, or other such party as the Court shall designate
in the Confirmation Order, shall file a motion with the Court to obtain a final
decree to close the Case.
F. Confirmation Request.
---------------------
In the event that all of the applicable requirements of 11 U.S.C. 1129(a)
are met other than paragraph (8), the Plan Proponent requests
confirmation of the Plan notwithstanding the requirements of such paragraph
under 11 U.S.C. 1129(b).
DATED: February 22, DIGITAL TECHNOLOGIES MEDIA
GROUP, INC., a Delaware corporation
By: /s/ ELY JAY MANDELL
-----------------------------
ELY JAY MANDELL
Its President
PRESENTED BY:
ROBINSON, DIAMANT, & BRILL
A Professional Corporation
By: /s/ Martin J. Brill
------------------------------
MARTIN J. BRILL
Attorneys for Debtor and
Debtor in Possession
DIGITAL TECHNOLOGIES MEDIA GROUP, INC.
<PAGE>
EXHIBIT A - UNEXPIRED LEASES TO BE ASSUMED
<TABLE>
<CAPTION>
<S> <C> <C>
LEASES ARREARS/DMGS METHODS OF CURE
------------------------- ------------------------- ----------------------------------------
Description = office Default amt = 0 Method of curing default & loss = NA
sublease Actual pecuniary loss = 0 Means of assuring future performance =
Jande consents to the assumption of
Lessor's name = Jande this lease and does not require adequate
International assurance of future performance
Lessee's name =
Debtor
Expiration date =
January 1, 2000
</TABLE>
EXHIBIT B - EXECUTORY CONTRACTS TO BE ASSUMED
<TABLE>
<CAPTION>
<S> <C> <C>
CONTRACT DEFAULT/DMGS METHODS OF CURE
-------------------------- ------------------------- ------------------------------------------------
Contract description = Default amt = 0 Method of curing default & loss = NA
Contract providing Actual pecuniary loss = 0
Debtor the right to sell Means of assuring performance = NA
Fogdog Sports sporting Fogdog Sports consents to the assumption of this
goods on the Internet lease and does not require adequate assurance
through a -website to be of future performance
developed by the Debtor.
Contracting parties =
1. Fogdog Sports
2. Debtor
Description = server Default amt = 0 Method of curing default & loss = NA
lease Actual pecuniary loss = 0 Means of assuring future performance =
Jande consents to the assumption of this lease
Lessor's name = and does not require adequate assurance of
Jande International future performance
Lessee's name =
Debtor
Expiration date =
January 2000
Description = Default amt = 0 Method of curing default & loss = NA
equipment lease Actual pecuniary loss = 0 Means of assuring future performance =
Jande consents to the assumption of this lease
Lessor's name = and does not require adequate assurance of
Jande International future performance
Lessee's name = Debtor
Expiration date =
February 1, 2000
</TABLE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
-----------------
<S> <C> <C>
PAGE
TABLE OF AUTHORITIES iii
I. INTRODUCTION 1
II. DEFINITIONS 1
III. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS 6
A. General Overview 6
B. Unclassified Claims 6
1. Administrative Expenses 7
2. Priority Tax Claims 8
C. Classified Claims and Interests 8
1. Classes of Secured Claims 8
2. Classes Of Priority Unsecured Claims 9
3. Class Of General Unsecured Claims 9
4. Class Of Interest Holders 10
D. Means Of Performing The Plan 10
1. Formation Of A BDC And Acquisition Of Data. 10
2. Borrowing Of Money To Fund Plan 11
3. Anticipated Investee Company 11
4. Execution Of Documents 12
5. Post-Confirmation Management 12
6. Disbursing Agent 13
7. Amendment To Charter Documents Of Debtor And Other Matters 13
8. Exemption From Registration Under
Section 1145 of the Code 14
9. Closing of Register For Existing
Common Stock 14
</TABLE>
TABLE OF CONTENTS
-----------------
PAGE
----
TABLE OF AUTHORITIES iii
I. INTRODUCTION 1
II. DEFINITIONS 1
III. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS 6
A. General Overview 6
B. Unclassified Claims 6
1. Administrative Expenses 7
2. Priority Tax Claims 8
C. Classified Claims and Interests 8
1. Classes of Secured Claims 8
2. Classes Of Priority Unsecured Claims 9
3. Class Of General Unsecured Claims 9
4. Class Of Interest Holders 10
D. Means Of Performing The Plan 10
1. Formation Of A BDC And Acquisition Of Data. 10
2. Borrowing Of Money To Fund Plan 11
3. Anticipated Investee Company 11
4. Execution Of Documents 12
5. Post-Confirmation Management 12
6. Disbursing Agent 13
7. Amendment To Charter Documents Of Debtor And Other Matters 13
8. Exemption From Registration Under
Section 1145 of the Code 14
9. Closing of Register For Existing
Common Stock 14
<PAGE>
IV. TREATMENT OF MISCELLANEOUS ITEMS 14
A. Executory Contracts And Unexpired Leases 14
1. Assumptions 14
2. Rejections 15
B. Changes In Rates Subject To Regulatory Commission
Approval 15
C. Retention Of Jurisdiction 15
D. Miscellaneous Issues Regarding Plan Distributions 16
1. No Fractional Shares Issues 16
2. Name and Address of Holder. 17
3. Unclaimed Property 17
E. Post-Confirmation U.S. Trustee Fees 17
F. Post-Confirmation Claims Of Debtor 17
V. EFFECT OF CONFIRMATION OF PLAN 17
A. Discharge And Release Of Liabilities 17
B. Revesting Of Property In The Debtor 18
C. Modification Of Plan 18
D. Post-Confirmation Status Report 18
E. Post-Confirmation Conversion/Dismissal 18
F. Final Decree 18
G. Confirmation Request 18
EXHIBIT A - UNEXPIRED LEASES TO BE ASSUMED
EXHIBIT B - EXECUTORY CONTRACTS TO BE ASSUMED
<PAGE>
TABLE OF AUTHORITIES
--------------------
PAGE(S)
-------
STATUTES
--------
11 U.S.C. Section 101 1, 2
11 U.S.C. Section 1106 4
11 U.S.C. Section 1107 4
11 U.S.C. Section 1108 4
11 U.S.C. Section 1112(b) 18
11 U.S.C. Section 1123(b)(3) 4
11 U.S.C. Section 1127 16
11 U.S.C. Section 1129 3
11 U.S.C. Section 1129(a) 18
11 U.S.C. Section 1129(b) 19
11 U.S.C. Section 1141(d)(1) 17
11 U.S.C. Section 1141(d)(1)(A) 17
11 U.S.C. Section 1145 11, 14
11 U.S.C. Section 502(d) 2, 6
11 U.S.C. Section 502(e) 2
11 U.S.C. Section 502(g) 17
11 U.S.C. Section 502(h) 17
11 U.S.C. Section 502(i) 17
11 U.S.C. Section 506 6
11 U.S.C. Section 507(a) 9
11 U.S.C. Section 507(a)(1) 1, 7
11 U.S.C. Section 507(a)(3) 5, 9
11 U.S.C. Section 507(a)(4) 5, 9
11 U.S.C. Section 507(a)(5) 5, 9
11 U.S.C. Section 507(a)(6) 5, 9
11 U.S.C. Section 507(a)(7) 5, 9
11 U.S.C. Section 507(a)(8) 5, 8
11 U.S.C. Section 510 6
11 U.S.C. Section 541 2
11 U.S.C. Section 542 6
11 U.S.C. Section 543 6
11 U.S.C. Section 544 6
11 U.S.C. Section 545 6
11 U.S.C. Section 547 6
11 U.S.C. Section 548 6
11 U.S.C. Section 549 6
11 U.S.C. Section 550 6
11 U.S.C. Section 551 6
11 U.S.C. Section 552 6
11 U.S.C. Section 553 6
15 U.S.C. Sections 80a-1 5
28 U.S.C. Section 1930(a)(6) 17
RULES
-----
Local Bankruptcy Rule 3022 18
OTHER
-----
Securities Act of 1933, Section 5 14
The Investment Company Act of 1940 5
Sections 80A-2(48) of the Investment Company Act 2
Certificate of Designation of Preferences of Class A Preferred Stock
Central Capital Venture Corporation
Central Capital Venture Corporation, a corporation organized and existing under
the laws of the State of Nevada (the "Corporation")
DOES HEREBY CERTIFY that in accordance with the Provision of the Nevada General
Corporation Law, that its Board of Directors adopted the following resolution by
unanimous consent dated January 19, 1999.
RESOLVED, that hundred thousand shares of Preferred Stock (Par value $.001) are
authorized to be issued by the Corporation pursuant to its Certificate of
Incorporation, and there be and hereby is authorized and created a series of
Preferred Stock, hereby designated the Class A Preferred Stock consisting of One
Hundred Thousand shares, which shall have no voting powers, designations,
preferences, and relative participating optional other rights, if any or the
qualifications, limitations or restriction, set forth in such Certificate of
Incorporation, and in addition thereto those following:
A. Designation. The Preferred stock subject hereof shall be designated Class (or
Series) A Preferred Stock (the "Class A Preferred Stock")
B. Dividends. The holders of the shares of the Class A Preferred Stock shall
not be entitled to receive dividends.
C. Conversion. The Class A Preferred Stock shall be convertible into common
stock of DataNet Information Systems, Inc. ("DATA")a wholly owned subsidiary of
the Corporation, upon the earlier to occur: (i) January 19, 2001 twelve (twelve
months from issuance), (ii) an investment totaling one million dollars
($1,000,000) is made in DATA by the Corporation, or (iii) a registration with
the Securities and Exchange Commission of DATA's stock becomes effective. The
Class A Preferred Stock shall be convertible into Data common stock pursuant to
the following formula: the converted shares shall be equal to 68% (3,400,000
DATA common shares) of the total DATA common shares to be issued after
conversion.
D. Voting right. The Class A Preferred Stock has no voting rights of the
Corporation, however one designee on the holder of the Preferred A shares shall
hold a position a Board member of the Corporation until conversion, as well as
one designee on the holder shall have the right to attend all meeting of the
Board of Directors of the Company in reference to DataNet Information Systems,
Inc.
E. Stated Value. The Class A Preferred Stock shall have a stated value of
$2,500,000.00. The Stated Value is equivalent to the Appraisal method of
Business Development Company Accounting: $1,000,000 Cash cost, 1,309,938 Assets
Purchased at cost, $190,072 contracts purchased at approximate fair market
value.
F. Stock Splits. The Class A Preferred Stock will be treated in the same manner
as all issued DataNet Information Systems, Inc. Common Stock, in relation to any
stock splits.
G. Other Preferences. The shares of the Class A Preferred Stock shall have no
other preferences, rights, restrictions or qualifications, except as otherwise
provided by law or the Certificate of Incorporation of the Corporation.
In Witness Whereof, the President and Chief Executive Officer and Secretary of
the Corporation have set their hands on behalf of the Corporation.
S/s Ely Jay Mandell
Ely J. Mandell, President CEO
In Witness Whereof, the undersigned has hereunto signed their names affirmed
that the statements are true and under penalty of perjury this 19th day of
January, 2000
s/s David A. Kekich
David A Kekich, Secretary
