<PAGE>
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT
OF 1934
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14C-5(d)(2))
[X] 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.
2100 Oklahoma Tower
210 Park Avenue
Oklahoma City, Oklahoma 73102
(405) 415-2750
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INFORMATION STATEMENT
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SUMMARY
We, at Aarow 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, Inc., (the "name change amendment").
Our Board of Directors unanimously approved this amendment on May 24, 2000.
The amendment is attached hereto as 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 52.4% 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. Following 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 August 23, 2000.
RECORD DATE AND VOTING SECURITIES
This Information Statement is being sent to shareholders of record at
the close of business on August 17, 2000 (the "Record Date"). As of the Record
Date, there were 30,050,309 shares of our common stock outstanding and
2,829,570 shares of our Series I Convertible Preferred Stock (entitling the
holder to 8,488,710 voting shares) and entitled to vote in connection with the
matters covered by the shareholder consent. Each outstanding common share is
entitled to one vote and each outstanding preferred share is entitled to three
votes. There are no other issued and outstanding securities of the Company
entitled to vote in connection with these 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 percentage 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)................................................................ 12,073,689 25.33%
110 West 7th Street, Suite 200
Tulsa, Oklahoma 74119-1108
Norman S. Leighty(2).............................................................. 1,984,701 4.10%
110 West 7th Street, Suite 200
Tulsa, Oklahoma 74119-1108
J. Michael Erhart(3).............................................................. 837,560 1.77%
Steven G. Zabel(4)................................................................ 860,000 1.81%
Richard R. Stutsman(5)............................................................ 484,701 1.02%
Michael W. Canfield(6)............................................................ 341,461 .72%
Dr. William D "Bill" Miller (7) .................................................. 59,312 .13%
Robert Schmidt (8) ............................................................... 75,758 .16%
Michael R. Hecomovich (8) ........................................................ 75,758 .16%
Executive officers and directors
as a group (nine persons)(9) .................................................. 16,792,940 34.58%
</TABLE>
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(1) The shares beneficially owned and the percentage include 490,000 shares
owned by Jesslyn Dee Baker, wife of Mr. Baker, and 6,308,709 shares
into which 2,102,903 shares of our Series I Convertible Preferred Stock
are 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 5,000 shares of common
stock owned by Susan R. Zabel, wife of Mr. Zabel and 350,000 shares of
common stock issuable to Mr. Zabel following amendment of our Articles
of Incorporation to increase the number of shares we are authorized to
issue.
(5) 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.
(6) The shares beneficially owned and the percentage include 100,000 shares
owned by Dollie E. Canfield, wife of Mr. Canfield, and 10,760 shares
held in Mr. Canfield's individual retirement account.
(7) The shares beneficially owned and the percentage are equivalent to
$50,000 of common stock issuable at the closing price on August 5, 2000
of $.843, as per Dr. Miller's Director agreement.
(8) The shares beneficially owned and the percentage are equivalent to
$50,000 of common stock issuable at the closing sale price on the
Record Date and re, an estimate of shares to be issued
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to agreements with Messrs. Schmidt and Hecomovich as compensation for
their services as Directors.
(9) The shares beneficially owned and the percentage include the shares
beneficially owned by Messrs. Baker, Erhart, Canfield, Leighty,
Stutsman, Zabel, Miller, Schmidt and Hecomovich, our officers and/or
directors.
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 the Record date, we had 30,050,309 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 our 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.
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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.
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, 2,829,570 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 certificate of designation evidencing the Series I Preferred
Stock. 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 certificate of designation of 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.
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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 registered or
qualified for sale or exempt from registration or qualification under the
applicable state and federal securities laws.
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. 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 500,000 shares of our common
stock at an exercise price of $.75 per share expiring on April 24,
2005,
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- warrants exercisable for the purchase of 2,950,000 shares of our common
stock during various periods at exercise prices of $.25 to $.375 per
share expiring on or before June 30, 2005,
- stock options granted under a stock option plan exercisable for the
purchase of 42,000 shares of common stock at $.375 per share expiring
June 30, 2005, and
- warrants exercisable for the purchase of 8,000,000 shares of common
stock at $3.00 per share expiring on June 30, 2005.
The exercise prices of these warrants and stock options were equal to or in
excess of the estimated fair market value of the common stock on the date we
agreed to issue the warrants or on the date the stock options were granted.
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 8,488,710 shares of common stock,
exercise of outstanding warrants for the purchase of 11,450,000 shares of
common stock and exercise of stock options of 42,000 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 further purposes for 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 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.
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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 part of a 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, 140,628,155 shares will be available for issuance.
As of the Record Date, there were 30,050,309 shares of issued common
stock and 2,829,570 of our Series I Preferred Stock convertible into 8,488,710
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
believes 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.
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 OUTSTANDING COMMON STOCK CERTIFICATE WILL CONTINUE TO REPRESENT THE
NUMBER OF COMMON SHARES SHOWN ON ITS FACE. THE OUTSTANDING COMMON STOCK
CERTIFICATES WILL NOT BE EXCHANGED FOR NEW CERTIFICATES. DO NOT DESTROY YOUR
PRESENT COMMON STOCK CERTIFICATES OR RETURN THEM TO US OR OUR TRANSFER AGENT.
AAROW ENVIRONMENTAL GROUP,INC.
Oklahoma City, Oklahoma
August 23, 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 21,
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.
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(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.
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 September, 2000.
AAROW ENVIRONMENTAL GROUP, INC.
By:
----------------------------------------
Ronald L. Baker
Chief Executive Officer and President
ATTEST:
------------------------------
Richard R. Stutsman, 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 held 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
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<PAGE>
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.
EXECUTED on the ________ day of September, 2000, but effective as of
the ________ day of September, 2000.
<TABLE>
<S> <C>
-------------------------------- ------------------------
Ronald L. Baker Michael W. 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
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<PAGE>
-------------------------------- ------------------------
Cody Hardridge Chris Evans
-------------------------------- ------------------------
Nathan Nichols Carla Bennsinger
-------------------------------- ------------------------
Susan Horton Lisa Nichelson
-------------------------------- ------------------------
Bryant Ingram Eddie Harper
-------------------------------- ------------------------
Michael R. Morrisett Michael E. Dunn
</TABLE>
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