SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[x] Preliminary Information Statement
[ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14c-5 (d) (2))
[ ] Definitive Information Statement
HARRELL INTERNATIONAL, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the
Registrant(s)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14c-
5(g) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11 (a) (2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form
or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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HARRELL INTERNATIONAL, INC.
211 EAST LOUISIANA STREET
MCKINNEY, TEXAS 75069
INFORMATION STATEMENT
**WE ARE NOT ASKING FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY**
INTRODUCTION
This Information Statement is being furnished to the stockholders
of record of Harrell International, Inc. (the _Company_) as of
March 3, 2000, in connection with the adoption of the Amended and
Restated Certificate of Incorporation (the _Amended and Restated
Certificate_) by the written consent of the holders of a majority
interest of the Company's voting capital stock consisting of the
Company's outstanding Common Stock. $0.01 par value (the "Common
Stock"). On February 9, 2000 the Company's Board of Directors
approved and recommended that the Certificate of Incorporation be
amended and restated in order to:
. change the name of the Company to Harrell Hospitality
Group, Inc.; and
. prevent invalidation of interested party transactions.
The Amended and Restated Certificate was approved by written
consent on February 9, 2000, of the stockholders owning a majority
of the outstanding Common Stock, and the Amended and Restated
Certificate was filed and accepted by the Delaware Secretary of
State on February 16, 2000 with a delaying provision that will not
become effective until March 31, 2000.
The elimination of the need for a special meeting of stockholders
to approve the Amended and Restated Certificate is made possible by
Section 228 of the Delaware General Corporate Law (the _DGCL_),
which provides that the written consent of the holders of
outstanding shares of voting stock, having not less than the
minimum number of votes which would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote
thereon were present and voted, may be substituted for such a
special meeting. Pursuant to Section 242 of the DGCL, a majority
of the outstanding shares of voting stock entitled to vote thereon
is required in order to amend the Company's Certificate of
Incorporation. In order to eliminate the costs and time involved
in holding a special meeting and in order to effect the Amended and
Restated Certificate as early as possible in order to accomplish
the purposes of the Company as hereafter described, the Board of
Directors of the Company voted to utilize the written consent of
the holders of a majority in interest of the voting stock of the
Company.
On February 9, 2000, there were 1,226,580 outstanding shares of
Common Stock and approximately 695 holders of record of Common
Stock. The approval of the Amended and Restated Certificate
requires the written consent of the holders of a majority of the
outstanding shares of the Common Stock, and each share of the
Common Stock was entitled to one vote with respect of the approval
of the Amended and Restated Certificate. By written consent in
lieu of a meeting, holders of 905,798 shares of the Common Stock,
representing approximately 73.8% of the outstanding voting power,
have approved the listed corporate actions.
Under applicable federal securities laws, the Amended and Restated
Certificate cannot be effected until at least 20 calendar days
after this information statement is sent or given to the
stockholders of the Company. The approximate date this information
statement is first being sent or given to stockholders is March 3,
2000.
AMENDED AND RESTATED CERTIFICATE OF AMENDMENT
In February, 2000, the Board of Directors approved, subject to the
approval of the Company's stockholders, the Amended and Restated
Certificate, which amends and/or adds certain provisions of the
Certificate of Incorporation to:
. change the name of the Company to Harrell Hospitality
Group, Inc.; and
. prevent invalidation of interested party transactions.
In February, 2000, stockholders owning a majority of the
outstanding Common Stock approved the Amended and Restated
Certificate. The Company wishes to restate the Certificate of
Incorporation so that all amendments to date will be contained in
one document. A copy of the Amended and Restated Certificate is
attached to this document as Exhibit _A_.
EFFECT OF THE AMENDED AND RESTATED CERTIFICATE
After the Amended and Restated Certificate becomes effective, the
name of the Company will be Harrell Hospitality Group, Inc. In
addition, the charter is updated so that an officer or director, or
an affiliate of either, may contract with and do business with the
Company. These changes do not effect the relative rights or
privileges of the holders of currently outstanding Common Stock.
REASON FOR THE AMENDMENT AND RESTATED CERTIFICATE
The name of the Company is being changed to reflect the focus of
the Company on hotel related services and business. Management
believes Harrell Hospitality Group, Inc. more accurately indicates
the nature of the Company's business and believes that this will
aid the marketing efforts of the Company. The other change to the
charter updates the articles of incorporation to permit more
flexibility in the contracting and transactions for the Company.
By Order of the Board of Directors,
Norman L. Marks, President
McKinney, Texas
February 18, 2000
EXHIBIT _A_
RESTATED CERTIFICATE OF INCORPORATION
WITH AMENDMENTS
OF
HARRELL INTERNATIONAL, INC.
Harrell International, Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware
(the "Corporation_)
DOES HEREBY CERTIFY:
FIRST: The present name of the Corporation is Harrell
International, Inc. The Certificate of Incorporation of the
Corporation was originally filed with the Secretary of the State of
Delaware on January 21, 1987.
SECOND: That, pursuant to the provisions of Section 141, 151,
242, and 245 of the General Corporation Law of the State of
Delaware, the Board of Directors of the Corporation by an Unanimous
Written Consent dated as of February 9, 2000, did hereby adopt the
following resolutions:
RESOLVED, that it is hereby proposed and declared advisable to
amend the Certificate of Incorporation of the Corporation by
changing Article One thereof so that, as amended, it shall
read in its entirety as follows:
The name of the corporation is Harrell Hospitality Group,
Inc.
RESOLVED, that it is hereby proposed and declared advisable to
amend the Certificate of Incorporation of the Corporation by
adding Article Eight so that it shall read in its entirety as
follows:
ARTICLE EIGHT
No contract or other transaction between the
corporation and any other corporation, firm or
other entity or individual shall be affected or
invalidated by the fact that any one or more of the
directors or officers of the corporation is or are
interested in or is a director or officer of such
other corporation, a member of such firm, or a
partner or member of such entity; and any director
or officer, individually or jointly, may be a party
to or may be interested in any contract or
transaction with the corporation or which the
corporation is interested.
THIRD: That the holders of a majority of the outstanding stock
of the Corporation entitled to a vote on the foregoing proposed
amendment have signed and delivered to the Corporation a written
consent in accordance with Section 228 of the General Corporation
Law of the State of Delaware, and written notice has been given as
provided by Section 228(d).
FOURTH: That the aforementioned amendment was duly adopted in
accordance with the applicable provisions of Section 242 of the
eneral Corporation Law of the State of Delaware.
FIFTH: The Certificate of Incorporation and all amendments and
supplements to them are superseded by the following restated
Certificate of Incorporation, which accurately copy the entire text
as well as incorporate the amendment set forth above:
ARTICLE ONE
The name of the corporation is Harrell Hospitality Group, Inc.
ARTICLE TWO
The address of the registered office of the corporation in the
State of Delaware is 1209 Orange Street in the City of Wilmington,
County of New Castle. The name of the registered agent of the
corporation at such address is The Corporation Trust Company.
ARTICLE THREE
The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.
ARTICLE FOUR
The total number of shares of all classes of stock which the
corporation shall have authority to issue is ten million
(10,000,000) divided into two classes as follows:
Nine million (9,000,000) shares shall be Class A common
stock, $.01 par value per share ("Class A Common Stock");
and
One million (1,000,000) shares shall be preferred stock,
$1.00 par value per share (the "Preferred Stock").
The Preferred Stock shall be entitled to receive dividends, out of
any funds legally available for that purpose, at the annual rate of
ten percent (10%) of the par value and no more, payable in
preference and priority to any dividends on the Class A Common
Stock, as the Board of Directors may from time to time determine.
The right to dividends on the Preferred Stock is not cumulative.
Except as otherwise required by law, the Preferred Stock shall have
no voting rights. The corporation, at the option of the Board of
Directors, may at any time redeem the whole, or from time to time
any part, of the outstanding Preferred Stock by paying in cash the
par value per share plus all dividends declared but unpaid. Such
Preferred Stock shares are considered redeemed, and dividends cease
to accrue, upon notice mailed to the last known address of the
holder and the earlier of (i) payment of the redemption price to
the holder, or (ii) deposit of the redemption price with a bank or
trust company with irrevocable instructions to pay the holder the
redemption price upon surrender of the certificates evidencing the
Preferred Stock. Upon liquidation of the corporation, the holders
of any outstanding shares Preferred Stock shall be entitled to
receive an amount per share equal to the par value thereof and no
more, payable in preference and priority to any amounts payable
upon liquidation to the holders of any outstanding Class A Common
Stock.
ARTICLE FIVE
The business and affairs of the corporation shall be managed
by the board of directors which shall consist of one or more
persons. The exact number of directors shall be fixed from time to
time by, or in the manner provided in, the bylaws of the
corporation and may be increased or decreased as therein provided.
Directors of the Corporation need not be elected by ballot unless
required by the bylaws. The board of directors is authorized to
adopt, amend or repeal the bylaws, in whole or in part, except any
bylaw provision adopted or amended by the stockholders which
expressly limits the alteration, amendment or repeal thereof to
stockholder action.
ARTICLE SIX
(a) The corporation 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 (other than an action by
or in the right of the corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the
corporation, or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
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 if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any such
action, suit, or proceeding by judgment, order, settlement,
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 interest of the corporation, and,
with respect to any criminal action or proceeding, and reasonable
cause to believe that his conduct was unlawful.
(b) The corporation 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 or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interest of the corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which
such person have been adjudicated to be liable to the corporation
unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in the
view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent
of the corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in
paragraphs (a) and (b), or in defense of any claim, issue or matter
therein, he shall be indemnified against expense (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith.
(d) Any indemnification under paragraphs (a) and (b) (unless
ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is
proper in the circumstances because he has met the applicable
standard of conduct set forth in paragraphs (a) and (b). Such
determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum
is not obtainable, or even if obtainable a quorum of disinterested
directors or directors by independent legal counsel in a written
opinion, or (3) by the stockholders.
(e) Expenses incurred by an officer or director in defending
a civil or criminal action, suit or proceeding shall be paid by the
corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified
by the corporation as authorized in this Article. Such expense
incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems
appropriate.
(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other paragraphs of this Article
shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.
(g) The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against him
incurred by him in any such capacity, or arising out of his status
as such, whether or not the corporation would have the power to
indemnify him against liability under the provisions of this
Article.
(h) For purposes of this Article, reference to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or
agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or was serving
at the request of such constituent corporation as director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article with respect to the
resulting or surviving corporation as he would have with respect to
such constituent corporation if its separate existence had
continued.
(i) For purposes of this Article, reference to _other
enterprises_ shall include employee benefit plans; reference to
_fines_ shall include any excise taxes assessed on a person with
respect to an employee benefit plan, and references to _serving at
the request of the corporation_ shall include any service as a
director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer,
employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner _not opposed to the best
interest of the corporation_ as referred to in this Article.
(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article shall, unless otherwise
provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of
such a person.
(k) It is the purpose and intention of this Article to
provide for indemnification and advancement of expenses or the
persons covered hereby to the fullest extent permitted by law. Any
subsequent changes in the law which have the effect of enlarging
the powers of a corporation to provide indemnification or
advancement of expense shall be deemed to have been incorporated
herein without further stockholder action.
ARTICLE SEVEN
A director of this corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the
director derived an improper personal benefit. Neither the
amendment nor repeal of this Article, nor the adoption of any
provision of the certificate of incorporation inconsistent with
this Article shall eliminate or reduce the effect of this Article
in respect to any matter occurring, or any cause of action, suit or
claim that, but for this Article, would accrue or arise prior to
such amendment, repeal or adoption of an inconsistent provision.
This Article shall not apply to or have any effect on the liability
or alleged liability of any director of this corporation for or
with respect to any acts or omissions of such directors occurring
prior to the effective date of such Article.
ARTICLE EIGHT
No contract or other transaction between the corporation and
any other corporation, firm or other entity or individual shall be
affected or invalidated by the fact that any one or more of the
directors or officers of the corporation is or are interested in or
is a director or officer of such other corporation, a member of
such firm, or a partner or member of such entity; and any director
or officer, individually or jointly, may be a party to or may be
interested in any contract or transaction with the corporation or
which the corporation is interested.
SIXTH: This Restated Certificate of Incorporation with
Amendments shall be effective as of March 31, 2000.
IN WITNESS WHEREOF, said Harrell International, Inc., has
caused this certificate to be executed by Norman L. Marks, its
President, and attested to by Paul L. Barham, its Secretary, this
14th day of February, 2000.
HARRELL INTERNATIONAL, INC.
By: /s/ Norman L. Marks
Norman L. Marks, President
Attest:
By: /s/ Paul L. Barham
Paul L. Barham, Secretary
