<PAGE>
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE
ACT OF 1934
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14C-5(d)(2))
[ ] Definitive Informtion Statement
AAROW ENVIRONMENTAL GROUP, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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AAROW ENVIRONMENTAL GROUP, INC.
110 West 7th Street, Suite 200
Tulsa, Oklahoma 74119-1108
(918) 583-7700
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INFORMATION STATEMENT
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SUMMARY
We, at Arrow Environmental Group, Inc., are furnishing this information
statement to you and our other shareholders in connection with an amendment of
our Articles of Incorporation to:
- increase the number of authorized shares of common stock, $.001 par
value per share, of the Company ("common stock") from 30,000,000 to
200,000,000 shares (the "share amendment") and
- change the name of the Company to "Aaro Broadband Wireless
Communications" (the "name change amendment").
Our board of directors unanimously approved this amendment on May 24, 2000.
The amendment is attached hereto a Appendix A. This amendment requires
approval by the holders of a majority of our outstanding common stock. This
shareholder approval will be pursuant to the shareholder consent attached
hereto as Appendix B, which upon execution will result in ____% approval by
the holders of our outstanding common stock.
It is anticipated that the shareholders consent will be executed 20
days following mailing of this information statement to you and our other
Shareholders. Immediately after execution of the shareholder consent, we will
file the amended Articles of Incorporation with the Secretary of State of
Nevada. Consequently, further shareholder vote or approval will not be required
to authorize the share amendment and the name change amendment. ACCORDINGLY, WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This information statement is first being sent to you and our other
shareholders on or about ________, 2000.
RECORD DATE AND VOTING SECURITIES
This Information Statement is being sent to shareholders of record at
the close of business on May __, 2000 (the "Record Date"). As of the Record
Date, there were 30,000,000 shares of our common stock outstanding and
2,000,000 shares of our series I convertible preferred stock (entitling the
holder to 6,000,000 voting shares) and entitled to vote in connection with
the matters covered by the shareholder consent. Each common share is entitled
to one vote and each preferred share is entitled to three votes. There are no
other issued and outstanding securities of the Company entitled to vote in
connection with such matters.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table presents certain information as to the beneficial
ownership of our common stock as of the Record Date of (i) each person that
beneficially owns more than 5% thereof, (ii) each of our executive officers and
directors, and (iii) all executive officers and directors as a group. All
persons
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listed have sole voting and investment power with respect to their shares,
and there is no family relationship between the executive officers and
directors. For purposes of the following table, the number of shares and
percent of ownership of our outstanding common stock that the named person
beneficially owns includes shares of common stock that the named person has
the right to acquire within 60 days of the Record Date upon exercise of
outstanding stock options or conversion rights, but such shares are not
included for the purposes of computing the number of shares beneficially
owned and percent of outstanding common stock of any other named person.
<TABLE>
<CAPTION>
PERCENTAGE OF
SHARES OUTSTANDING
BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED OWNED SHARES
------------ -------------
<S> <C> <C>
Ronald L. Baker(1).............................. 12,033,689 33.4%
110 West 7th Street, Suite 200
Tulsa, Oklahoma 74119-1108
Norman S. Leighty(2)............................ 1,984,701 6.3%
1621 Turtle Lake Road
Tulsa, Oklahoma 73160-6141
J. Michael Erhart(3)............................ 837,560 2.8%
Steve Zabel..................................... 500,000 1.7%
Richard R. Stutsman(4).......................... 484,701 1.6%
Michael W. Canfield(5).......................... 339,851 1.1%
Executive Officers and Directors
as a Group (five persons)(6)................ 16,180,502 43.0%
</TABLE>
----------------------
(1) The shares beneficially owned and the percentage include 490,000 shares
owned by Jesslyn Dee Baker, wife of Mr. Baker, and 6,000,000 shares
into which 2,000,000 shares of our series I convertible preferred stock
is convertible.
(2) The shares beneficially owned and the percentage include 155,000 shares
owned by Sharon J. Leighty, wife of Mr. Leighty, and 800,000 shares
issuable upon exercise of redeemable warrants and the right to receive
800,000 shares following amendment of our articles of incorporation to
increase the number of shares we are authorized to issue.
(3) The shares beneficially owned and the percentage include 745,312 shares
owned by Mr. Erhart's living trust and 190,225 shares owned by Doris
Erhart, wife of Mr. Erhart.
(4) The number of shares and percentage include 100,000 shares of common
stock issuable upon exercise of common stock purchase warrants held by
Mr. Stutsman and 100,000 shares owned by Nancy L. Stutsman, wife of Mr.
Stutsman.
(5) The shares beneficially owned and the percentage include 100,000 shares
owned by Dollie E. Canfield, wife of Mr. Canfield, and 9,150 shares
held in Mr. Canfield's individual retirement account.
(6) The shares beneficially owned and the percentage include the shares
beneficially owned by Messrs. Baker, Erhart, Canfield, Leighty and
Stutsman, our officers and directors.
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DESCRIPTION OF SECURITIES
Pursuant to our articles of incorporation, we are authorized to issue
up to 30,000,000 shares of our common stock, $.001 par value per share, and
5,000,000 shares of our preferred stock, $.001 par value per share. As of the
date of this Memorandum, we have 30,000,000 shares of common stock outstanding.
Following amendment of our articles of incorporation, we will be authorized to
issue up to 200,000,000 shares of our common stock.
The following description of certain matters relate to our capital
stock is a summary and is qualified in its entirety by the provisions of our
certificate of incorporation, bylaws and the warrant agreement between us and
Securities Transfer Corporation (the "warrant agent"). Our certificate of
incorporation, bylaws and the warrant agreement will be provided upon request
addressed to us. See "Where You Can Find Additional Information."
COMMON STOCK
As holders of our outstanding shares of the common stock, your rights,
privileges, disabilities and restrictions in general are as follows:
- the right to receive ratably dividends, if any, as may be declared from
time to time by the board of directors out of assets legally available
therefor, subject to the payment of preferential dividends with respect
to our then outstanding preferred stock;
- the right to share ratably in all assets available for distribution to
the common stock shareholders after payment of our liabilities in the
event of our liquidation, dissolution and winding-up, subject to the
prior distribution rights of the holders of our then outstanding
preferred stock;
- the right to one vote per share on matters submitted to a vote by our
common stock shareholders;
- no preferential or preemptive right and no subscription, redemption or
conversion privilege with respect to the issuance of additional shares
of our common stock; and
- no cumulative voting rights, which means that the holders of a majority
of shares voting for the election of directors can elect all members of
our board of directors then subject to election.
In general, a majority vote of shares represented at a meeting of common stock
shareholders at which a quorum (a majority of the outstanding shares of common
stock) is present, is sufficient for all actions that require the vote or
concurrence of shareholders, subject to and possibly in connection with the
voting rights of the holders of our then outstanding preferred stock and
entitled to vote with the holders of our common stock. Upon issuance of the
common stock offered under the offering, all of the outstanding shares of our
common stock will be fully paid and non-assessable.
PREFERRED STOCK
Our authorized preferred stock may be issued from time to time in one
or more series. Our board of directors, without further approval of the common
stock shareholders, is authorized to fix the relative rights, preferences,
privileges and restrictions applicable to each series of our preferred stock. We
believe that having this a class of preferred stock provides greater flexibility
in financing, acquisitions and other corporate activities. While there are no
current plans, commitments or understandings, written or oral, to issue any of
our preferred stock, in the event of any issuance, our common stock shareholders
will not have any preemptive or similar rights to acquire any of the preferred
stock. Issuance of preferred stock could adversely affect
- the voting power of the holders of our then outstanding common stock,
- the likelihood that the holders will receive dividend payments and
payments upon liquidation and
- could have the effect of delaying or preventing a change in shareholder
and management control.
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SERIES I PREFERRED STOCK
Our Board of Directors has designated 3,300,000 shares of our
authorized preferred stock as Series I Convertible Preferred Stock ("Series I
Preferred Stock") with a stated value of $1.00 per share. As of the date of the
Record Date, 2,000,000 shares of Series I Preferred Stock were outstanding.
The Series I Preferred Stock possess all such rights and privileges
that are afforded to preferred stock by the Nevada General Corporation Law in
the absence of any express grant or limitation of rights or privileges provided
in the Series I Certificate. The designations and the preferences, conversions
and other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of the shares of the Series I Preferred
Stock as set forth in the Series I Certificate are summarized below.
DIVIDENDS. Out of our surplus or net profits legally available for
dividends, the holder of the Series I Preferred Stock will be entitled to
receive and participate in dividends declared or paid on our outstanding common
stock on the same basis that the common stock at the rate of three shares of
common stock for each outstanding share of Series I Preferred Stock.
VOTING RIGHTS. Holders of the Series I Preferred Stock will have the
right to vote for the election of directors and on all other matters requiring
shareholder action, the holder being entitled to a three votes per share.
LIQUIDATION RIGHTS. In the event of our liquidation, dissolution or
winding-up of our affairs, and before any distribution or payments are made to
the holders of our common stock, holders of the Series I Preferred Stock will be
entitled to receive a liquidating distribution of $1.00 per share before any
distribution of assets will be made to holders of common stock or any other
junior stock. Holders of Series I Preferred Stock are not entitled to
participate in any further liquidating distributions.
CONVERSION PRIVILEGES. Each share of Series I Preferred Stock is
convertible, at such holder's option, into three shares of common stock at any
time, subject to customary adjustments to prevent dilution upon the occurrence
of certain future events.
TRANSFER AND WARRANT AGENT AND REGISTRAR
Securities Transfer Corporation is the registrar and transfer agent of
our common stock and warrant agent of our redeemable warrants.
SHAREHOLDER ACTION
Under our bylaws, the affirmative vote of the holders of a majority of
our outstanding shares of the common stock entitled to vote thereon is
sufficient to authorize, affirm, ratify or consent to any act or action required
of or by the holders of the common stock, except as otherwise provided by the
Nevada General Corporation Law.
Under Nevada General Corporation Law, our shareholders may take actions
without the holding of a meeting by written consent. The written consent must be
signed by the holders of a sufficient number of shares to approve the act or
action had all of our outstanding shares of capital stock entitled to vote
thereon been present at a meeting. In this event, we are required to provide
prompt notice of any corporate action taken without a meeting to our
shareholders who did not consent in writing to the act or action.
REDEEMABLE WARRANTS
As of the Record Date, we had outstanding redeemable warrants
exercisable for the purchase of 8,000,000 shares of our common stock on or
before June 30, 2005, at exercise prices of $3.00 per share. A warrant holder
will only be permitted to exercise the warrants held in the event the shares of
common stock issuable upon exercise of the warrants are qualified for sale or
exempt from qualification under the applicable securities laws of the states in
which the warrant holder resides.
We may redeem these warrants on not less than 30 nor more than 60 days'
written notice, at a price of $.0001 per warrant, at any time that the average
closing price per share of the common stock is at least $4.50 per share (or 150%
of the exercise price if less than $4.50) for five or more consecutive trading
days.
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Warrant holders will automatically forfeit their rights to purchase the
shares of common stock issuable upon exercise unless the warrants are
exercised before the close of business on the business day immediately prior
to the date set for redemption (the "redemption date"). All of the
outstanding warrants must be redeemed if any are redeemed. A notice of
redemption will be mailed to each of the registered warrant holders by first
class, postage prepaid, within five business days after the date set for
redemption, but no earlier than the 30th nor later than the 60th day before
the date fixed for redemption. The notice of redemption shall specify the
redemption price, the date fixed for redemption, the place where the warrant
certificates shall be delivered and the redemption price to be paid, and that
the right to exercise the redeemable warrants shall terminate at 5:00 p.m.
central times on the business day immediately preceding the redemption date.
These warrants contain provisions that protect the warrant holder
against dilution by adjustment of the number of shares of common stock or our
other securities purchasable upon exercise of the warrants. These adjustments
include stock dividends, stock splits, mergers, sale of substantially all of our
assets, and for other extraordinary events.
Although these warrants have a fixed exercise price and have a fixed
expiration date, it is possible that in the future we may wish to reduce the
exercise price or extend the exercise period. We have no plans to and will not,
in any way, prior to completion of this offering, reduce such price or extend
the exercise period of the warrants.
OTHER OUTSTANDING WARRANTS AND STOCK OPTIONS
As of the Record Date, we had outstanding
- warrants exercisable for the purchase of 2,950,000 shares of our common
stock during various periods, all of which expire on or before June 30,
2005, at exercise prices of $.25 to $.375 per share and
- stock option granted under our stock option plan exercisable for the
purchase of 42,000 shares of our common stock on or before June 30,
2005, at an exercise price of $.375 per share.
The exercise prices of these warrants and stock options were equal to the
estimated fair market value of the common stock on the date of we agreed to
issue the warrants or the grant of the stock options. Our board of directors is
also authorized to issue additional stock options exercisable for the purchase
of 2,458,000 shares of our common stock under our stock option plan.
OWNERSHIP OF MANAGEMENT
THE SHARE AMENDMENT. The Share Amendment, upon its approval by a
majority vote of our shareholders pursuant to the shareholder consent attached
to this Information Statement as Appendix B will increase the authorized common
stock from 30,000,000 to 200,000,000 shares. The number of authorized shares
available is not sufficient for the future issuance of the aggregate common
stock issuable under the outstanding warrants and stock options. The Share
Amendment is for the principal purpose of increasing the number of authorized
shares of common stock to permit future issuance under our stock option plan of
up to 2,500,000 shares of common stock, conversion of our outstanding Series I
Preferred Stock into 6,000,000 shares of common stock, exercise of outstanding
warrants for the purchase of 10,950,000 shares of common stock. We intend to
reserve the shares of common stock required for future issuance under the
outstanding warrants and stock options and under our stock option plan as soon
as the Share Amendment has been approved by our shareholders and the amendment
to our Articles of Incorporation is filed with the Secretary of State of Nevada.
As secondary purpose of increasing the number of authorized shares of
common stock, our Board of Directors believes that the authorized common stock
is required to enable us to respond to business opportunities and to pursue
objectives that may develop or arise in the future. Accordingly, our Board of
Directors believes that it is in our best interest to increase the number of
authorized shares of common stock by 170,000,000 shares. Our Board of Directors
also believes that the availability of additional shares will provide us with
the flexibility to issue common stock for proper corporate purposes that may be
identified
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by our Board of directors from time to time, including financings,
acquisitions, strategic business relationships or stock dividends and stock
splits. Furthermore, our Board of Directors believes that the availability of
additional shares of common stock will enable us to attract and retain
talented employees through grant of stock options and other stock-based
incentives. The issuance of additional shares of common stock may have a
dilutive effect on earnings per share and, for a person who does not purchase
additional shares to maintain a pro rata ownership interest, on a
shareholder's percentage voting power.
The authorized shares of common stock in excess of those issued will be
available for issuance at times and for corporate purposes that our Board of
Directors deems advisable without further action by our shareholders, except as
may be required by applicable laws or the rules of any stock exchange or
national securities association trading system on which our securities may be
listed or traded. Upon issuance, these shares will have the same rights as the
outstanding shares of common stock. Holders of common stock do not have
preemptive rights. Our Board of directors does not intend to issue any common
stock except on terms that the Board deems to be in our best interest and the
best interests of our then-existing shareholders.
The purpose of the Share Amendment is not to use the ability to issue
additional common stock to discourage tender offers or takeover attempts.
However, the availability of authorized common stock for issuance could render
more difficult or discourage a merger, tender offer, proxy contest or other
attempt to obtain control of us. The Share Amendment is not in response to any
effort by any party to accumulate material amounts of common stock or to acquire
control of us by means of merger, tender offer, proxy contest or otherwise, or
to change our management. In addition, the Share Amendment is not included in
plan by management to recommend a series of similar amendments to our Board of
Directors and our shareholders.
This amendment will not result in the adjustment of the number of
shares of common stock issuable upon exercise of outstanding stock options and
warrants or the number of shares of common stock issuance upon exercise of stock
options granted under our stock option plan. As of the Record Date, after giving
full effect to the reservation shares for issuance upon the grant and exercise
of outstanding stock options and warrants, of the 200,000,000 common shares
authorized, _________ shares will be available for issuance.
As of the Record Date, there were ________ shares of issued common
stock, of which _________ were treasury shares, and 2,000,000 of our Series I
Preferred Stock convertible into 6,000,000 shares of our common stock. Neither
our common stock nor preferred stock provides preemptive rights to purchase
newly issued shares.
NAME CHANGE AMENDMENT. On May 1, 2000, pursuant to merger Global
Wireless Technologies, Inc. became our wholly-owned subsidiary. As a result of
this merger-acquisition, our business focus and plan became the development and
providing of nationwide wireless communication services and mobile data
solutions for business and individual subscribers. In this regard we offer
comprehensive and flexible wireless data solutions that permit subscribers to
access via wireless cellular communication devices their email, corporate
intranets, personal Web pages and the Internet anytime on a nationwide basis.
The subscribers efficiently and reliably will be enabled to access public Web
sites from all our supported devices. Each subscriber will be able to access a
personal menu of popular Web sites which enable the subscriber to access a wide
variety of Internet content, including business and financial data, news,
sports, travel, entertainment, personal contact and other information. Our
subscribers will also be able to conduct e-commerce transactions, such as
shopping, reservations and stock trading, to the extent permitted by their
mobile device of choice.
In connection with the merger-acquisition our board of directors
believe it is important that our corporate name be reflective of our future
business enterprise. Accordingly, on May 24, 2000, our board unanimously
approved "Aaro Broadband Wireless Communications, Inc." as our corporate name
which requires amendment of our articles of incorporation (the "name change
amendment"), which upon proper filing with the Secretary of State of Nevada,
will change our name to "Aaro Broadband Wireless Communications, Inc." A copy
of the amendment to our articles of incorporation is attached as Appendix A.
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Immediately following execution of the shareholder consent approving of
the name change amendment, the amendment to certificate of incorporation will be
filed with the Secretary of State of Nevada.
EACH PRESENT CERTIFICATE WILL CONTINUE TO REPRESENT THE NUMBER OF SHARES SHOWN
ON ITS FACE. PRESENT CERTIFICATES WILL NOT BE EXCHANGED FOR NEW CERTIFICATES. DO
NOT DESTROY YOUR PRESENT CERTIFICATES OR RETURN THEM TO US OR OUR TRANSFER
AGENT.
AAROW ENVIRONMENTAL GROUP, INC.
Tulsa, Oklahoma
_________, 2000
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APPENDIX A
SECOND AMENDMENT OF
ARTICLES OF INCORPORATION
OF
AAROW ENVIRONMENTAL GROUP, INC.
(FORMERLY RAIN FOREST-MOOSE, LTD.)
Aarow Environmental Group, Inc., a Nevada corporation (this
"Corporation"), does hereby certify:
1. Aarow Environmental Group, Inc. was incorporated on February 19,
1996.
2. This Second Amendment to the Articles of Incorporation was duly
adopted in accordance with the provisions of Sections 78.315 and 78.320 of the
Nevada General Corporation Law.
ARTICLE I
NAME. The name of this corporation is Aaro Broadband Wireless
Communications, Inc. (this "Corporation").
ARTICLE IV
CAPITALIZATION. (a) The total number of shares of capital stock which
this Corporation shall have the authority to issue is 205,000,000 shares,
consisting of 200,000,000 shares of Common Stock having a par value of $.001 per
share, and 5,000,000 shares of Preferred Stock having a par value of $.001 per
share.
(b) Each share of Common Stock shall entitle the registered holder
thereof to one vote on all matters brought before the shareholders of this
Corporation for a vote, unless otherwise provided by resolution of the Board of
Directors providing for issuance of such Common Stock as a class or series of
Common Stock.
(c) The Board of Directors of this Corporation shall have full
authority, to the extent permitted by the Nevada General Corporation Law, to
adjust the capital stock of this Corporation, to designate classes or series
thereof and to determine whether all or any part of such Common Stock shall have
voting powers, full or limited, or no voting powers, and to determine such
designations, and such powers, preferences, relative, participating or optional,
or other special rights and the qualifications, limitations or restrictions
thereof as the Board shall from time to time determine in duly adopted
resolutions.
(d) At any time and from time to time when authorized by resolution of
the Board of Directors and without any action by its shareholders, this
Corporation may issue or sell any shares of its capital stock of any class or
series, whether out of the unissued shares thereof authorized by the Articles of
Incorporation of this Corporation as originally filed or by an amendment thereof
or out of shares of its capital stock acquired by it after the issue thereof,
and whether or not the shares thereof so issued or sold shall confer upon the
holders thereof the right to exchange or convert such shares for or into other
shares of capital stock of this Corporation or any class or classes or any
series thereof. When similarly authorized, but without any action by its
shareholders, this Corporation may issue or grant rights, warrants or options,
in bearer or registered or such other form as the Board of Directors may
determine, for the purchase of shares of the capital stock of any class or
series of this Corporation within such period of time, or without limit as to
time, to such aggregate number of shares, and at such price per share, as the
Board of Directors may determine. Such rights, warrants or options may be issued
or granted separately or in connection with the issue of any bonds, debentures,
notes, obligations or other evidences of indebtedness or shares of the capital
stock of any class or series of this Corporation and for such consideration and
on such terms and conditions as the Board of Directors in its sole discretion
may determine. In each case, the consideration to be received by this
Corporation for any such shares so issued or sold shall be such as shall be
fixed from time to time by resolution of the Board of Directors.
(e) Notwithstanding the foregoing, all shareholders of this Corporation
shall not have a preemptive or preferential right of subscription to any shares
of stock of this Corporation, whether now or hereafter authorized, or to any
obligations convertible into capital stock of this Corporation, authorized,
issued or sold.
5. In all other respect this Corporation's Articles of Incorporation
remains as set forth in the Second Amended of Articles of Incorporation of this
Corporation.
<PAGE>
IN WITNESS WHEREOF, this Corporation has caused this Second Amendment
of Articles of Incorporation to be signed by its Chief Executive Officer and
President and attested by its Secretary this ____ day of ____________, 2000.
AAROW ENVIRONMENTAL GROUP, INC.
By:
---------------------------------------
Ronald L. Baker
Chief Executive Officer and President
ATTEST:
-------------------------------------
Michael W. Canfield, Secretary
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APPENDIX B
CONSENT TO ACTION IN LIEU
OF A MEETING OF THE STOCKHOLDERS
OF AAROW ENVIRONMENTAL GROUP, INC.
The undersigned holders of a majority of the outstanding shares of
common stock, $.001 par value per share (the "Common Stock"), of Aarow
Environmental Group, Inc., a Nevada corporation (the "Corporation"), do hereby
adopt and consent to the adoption of the following resolutions, with the same
force and effect as if these resolutions were proposed, seconded and adopted by
the holders of a majority of the outstanding shares of Common Stock at a meeting
of the Corporation's stockholders duly called and ehld on the date set forth
below:
WHEREAS, upon the recommendation of the Board of Directors of the
Corporation, the below named holders of a majority of the issued and outstanding
shares of Common Stock deem it advisable to approve amendment of the
Corporation's Articles of Incorporation to (i) increase the number of authorized
shares of Common Stock of the Corporation from 30,000,000 to 200,000,000 shares
and change the name of the Corporation to "Aaro Broadband Wireless
Communications."
NOW, THEREFORE, BE IT RESOLVED, that Article I and Article IV of the
Corporation's Articles of Incorporation be amended to change the name and
increase the number of authorized shares of Common Stock of the Corporation as
follows:
ARTICLE I
Name. The name of this corporation is Aaro Broadband Wireless
Communications, Inc. (this "Corporation").
ARTICLE IV
Capitalization. (a) The total number of shares of capital
stock which this Corporation shall have the authority to issue is
205,000,000 shares, consisting of 200,000,000 shares of Common Stock
having a par value of $.001 per share, and 5,000,000 shares of
Preferred Stock having a par value of $.001 per share.
(b) Each share of Common Stock shall entitle the registered
holder thereof to one vote on all matters brought before the
shareholders of this Corporation for a vote, unless otherwise provided
by resolution of the Board of Directors providing for issuance of such
Common Stock as a class or series of Common Stock.
(c) The Board of Directors of this Corporation shall have full
authority, to the extent permitted by the Nevada General Corporation
Law, to adjust the capital stock of this Corporation, to designate
classes or series thereof and to determine whether all or any part of
such Common Stock shall have voting powers, full or limited, or no
voting powers, and to determine such designations, and such powers,
preferences, relative, participating or optional, or other special
rights and the qualifications, limitations or restrictions thereof as
the Board shall from time to time determine in duly adopted
resolutions.
(d) At any time and from time to time when authorized by
resolution of the Board of Directors and without any action by its
shareholders, this Corporation may issue or sell any shares of its
capital stock of any class or series, whether out of the unissued
shares thereof authorized by the Articles of Incorporation of this
Corporation as originally filed or by an amendment thereof or out of
shares of its capital stock acquired by it after the issue thereof, and
whether or not the shares thereof so issued or sold shall confer upon
the holders thereof the right to exchange or convert such shares for or
into other shares of capital stock of this Corporation or any class or
classes or any series thereof. When similarly authorized, but without
any action by its shareholders, this Corporation may issue or grant
rights, warrants or options, in bearer or registered or such other form
as the Board of Directors may determine, for the purchase of
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shares of the capital stock of any class or series of this
Corporation within such period of time, or without limit as to time,
to such aggregate number of shares, and at such price per share, as
the Board of Directors may determine. Such rights, warrants or
options may be issued or granted separately or in connection with
the issue of any bonds, debentures, notes, obligations or other
evidences of indebtedness or shares of the capital stock of any
class or series of this Corporation and for such consideration and
on such terms and conditions as the Board of Directors in its sole
discretion may determine. In each case, the consideration to be
received by this Corporation for any such shares so issued or sold
shall be such as shall be fixed from time to time by resolution of
the Board of Directors.
(e) Notwithstanding the foregoing, all shareholders of this
Corporation shall not have a preemptive or preferential right of
subscription to any shares of stock of this Corporation, whether now or
hereafter authorized, or to any obligations convertible into capital
stock of this Corporation, authorized, issued or sold.
EXECUTED on the ____ day of ___________, 2000, but effective as of
the ____ day of _____________, 2000.
----------------------------------- -----------------------------------
Ronald L. Baker Michael C. Canfield
Erhart Living Trust
By:-------------------------------- -----------------------------------
Michael Erhart, Trustee Steve Zabel
----------------------------------- -----------------------------------
Norm L. Leighty Richard R. Stutsman
----------------------------------- -----------------------------------
Howard Evans Dennis Byford
----------------------------------- -----------------------------------
Scott DeWitt Carlos Sanchez
----------------------------------- -----------------------------------
John Carsten Allen Brown
----------------------------------- -----------------------------------
Duane Blass Brett Jackson
----------------------------------- -----------------------------------
John Philip Curran Daniel Shelton
----------------------------------- -----------------------------------
David Baker Paul Swales
----------------------------------- -----------------------------------
Cody Hardridge Chris Evans
----------------------------------- -----------------------------------
Nathan Nichols Carla Bennsinger
----------------------------------- -----------------------------------
Susan Horton Lisa Nichelson
----------------------------------- -----------------------------------
Bryant Ingram Sean Williams
----------------------------------- -----------------------------------
Michael R. Morrisett Eddie Harper
-----------------------------------
Michael E. Dunn
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