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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 11, 1997
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Harter Financial, Inc.
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(Exact Name of the registrant as specified in its charter)
New York 0-12221 11-2534507
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
Village Road, New Vernon, New Jersey 07976
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(Address of Principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 734-0100
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Wolf Financial Group,
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(Former Name)
<PAGE>
Item 1. Change in Control of Registrant.
Item 3. Bankruptcy or Receivership.
A voluntary petition for reorganization under Chapter 11 of
Title 11 of the United States Code was filed on August 24, 1994 (the
"Filing Date") by Wolf Financial Group, Inc. ("Wolf Group"), a New
York corporation. A Second Amended Joint Plan of Reorganization,
dated July 2, 1996 (the "Plan"), was confirmed by order of the United
States Bankruptcy Court for the Southern District of New York (the
"Court") and entered on October 23, 1996 (the "Confirmation Order").
The Effective Date of the Plan, pursuant to the Confirmation Order,
was January 16, 1997 (the "Effective Date").
An Order of the United States Bankruptcy Court for the Southern
District of New York, was entered on November 6, 1996 (the "November
Order"), modifying the Confirmation Order solely with respect to the
name of the reorganized Wolf Group. Pursuant to the November Order
as of the Effective Date the reorganized Wolf Group is Harter
Financial, Inc., a New York Corporation (the "Company"). The state
of New York approved the name change on April 11, 1997.
Pursuant to the Plan, any interest represented by any of the
equity securities issued by Wolf Group prior to the Filing Date were
canceled and new shares of common stock in the reorganized Company
were issued. The form of a specimen certificate for the Company is
filed herewith as Exhibit 1.1.
The Plan provides for the reservation or issuance of Common
Stock as follows: (i) 1,605,784 shares of Common Stock to the Class
3 General Unsecured Creditors ("Class 3"); (ii) 1,605,784 shares of
Common Stock to the Class 4 Securities Claimants ("Class 4");
100,000 shares to the Class 6 Indemnity Claim Holders; and (iii)
5,594,315 shares to certain investors.
Additional information regarding the reorganization of the
Company was filed with the Securities and Exchange Commission in a
Form 8-K filed on of about March 6, 1997 and a Form 8-K/A on or about
March 15, 1997.
Common Stock:
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The following brief description of the capital stock of Harter
Financial, Inc., a New York corporation (the "Company"), does not
purport to be complete and is subject in all respects to applicable
New York law and to the provisions of the Company's Amended and
Restated Certificate of Incorporation (the "Certificate of
Incorporation") and its Bylaws, copies of which are filed herewith as
Exhibits 1.2 and 1.3 respectively.
General
The Company's Certificate of Incorporation authorizes the
issuance of 30,000,000 shares of Common Stock, par value $0.01 per
share (the "Common Stock"). The transfer agent for the Common Stock
is American Stock Transfer Company.
When issued, the Common Stock will be fully paid and
non-assessable. Holders of Common Stock are entitled to receive
dividends if, when and as declared by the Company's Board of
Directors, out of funds legally available therefore, subject to any
superior rights of holders of the Company's preferred stock. Upon
liquidation, dissolution or winding up of the Company, holders of
Common Stock are entitled to share ratably in assets available for
distribution, subject to any superior rights.
Holders of Common Stock are entitled to one vote per share with
respect to all matters submitted to a vote of the stockholders. The
Certificate of Incorporation and bylaws contain no restriction on the
repurchase or redemption of the Common Stock. Holders of Common
Stock have no preemptive rights.
The common stock of Wolf Financial Group, traded previously on
the NASDAQ Stock Market until February 24, 1994, is not currently
traded on any national securities exchange. The Company has no
current intention to apply for listing of the Common Stock on the
NASDAQ Stock Market or any other national securities exchange.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(c) Exhibits
Number Description
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1.1 Form of specimen certificate for the Common
Stock, $0.01 par value, of the Registrant.
1.2 Restated Certificate of Incorporation
of Harter Financial, Inc.
1.3 Bylaws of Harter Financial, Inc.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.
HARTER FINANCIAL, INC.
By: /s/ Spencer J. Angel
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Spencer J. Angel
Its: President
Dated: April 21, 1997
EXHIBIT
1.1
<PAGE>
Number Shares
HJ48483 #########
Common Stock Common Stock
Harter Financial, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK
CUSIP 416225 10 0
SEE REVERSE FOR
THIS CERTIFIES THAT CERTAIN DEFINITIONS
SPECIMEN
IS THE OWNER OF
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK,
$.01 PAR VALUE PER SHARE OF
HARTER FINANCIAL, INC
(the "Corporation"), a New York corporation.
The shares evidenced by this certificate are transferable only on the
stock transfer books of the Corporation by the holder of record hereof, in
person or by his duly authorized attorney or legal representative, upon
surrender of this certificate properly endorsed. This Certificate is not
valid until countersigned by the Corporation's transfer agent. This
security is not a deposit or account and is not federally insured or
guaranteed.
In Witness Whereof, the Corporation has caused this certificate to be
executed by the facsimile signatures of its duly authorized officers and
has caused its seal to be affixed hereto.
Dated:
/s/Patricia Russotto /s/Spencer Angel
Secretary President and CEO
HARTER FINANCIAL, INC.
CORPORATE SEAL
1979
NEW YORK
EXHIBIT
1.2
<PAGE>
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION OF
WOLF FINANCIAL GROUP, INC.
Under Section 805 of the Business Corporation Law
It is hereby certified that:
FIRST: The name of the corporation is
WOLF FINANCIAL GROUP, INC.
The name under which the corporation was formed is
WRIGHT LABORATORIES, INC.
SECOND: The certificate of incorporation of the
corporation was filed by the Department of State on May 23,
1979.
THIRD: The amendment of the certificate of
incorporation of the corporation effected by this certificate
of amendment are as follows:
(A) To change the name of the corporation to
HARTER FINANCIAL, INC.
(B) To increase the aggregate number of shares which
the corporation shall have authority to issue by
authorizing fifteen million (15,000,000) additional
shares with a par value of $.01 and of the same
class as the presently authorized shares.
FOURTH: To accomplish the foregoing amendments
(A) Article First relating to the name of the
corporation shall be deleted in its entirety and
replaced by new Article First indicating the name
of the corporation as Harter Financial, Inc.
(B) Article Fourth relating to the aggregate
number of shares which the corporation is
authorized to issue shall be deleted in its
entirety and replaced by new Article Fourth stating
the following: The aggregate number of shares which
the corporation shall have the authority to issue
is 30,000,000 with a par value of $.01.
FIFTH: The foregoing amendments of the certificate of
incorporation of the corporation were authorized as follows:
The foregoing amendment was authorized by the Board of
Directors followed by the vote of the holders of a majority of
all outstanding shares entitled to vote thereon at a meeting
of the shareholders held on the 25th day of February, 1997.
IN WITNESS WHEREOF, we have subscribed this document on
the date set opposite each of our names below and do hereby
affirm, under the penalties of perjury, that the statements
contained therein have been examined by us and are true and
correct.
February 20, 1997 /s/ Spencer J. Angel
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Spencer Angel, President
and Director
/s/ Patricia Russotto
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Patricia Russotto, Secretary
EXHIBIT
1.3
<PAGE>
BY-LAWS
OF
HARTER FINANCIAL, INC.
ARTICLE I
STOCKHOLDERS
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1.1 Meetings.
(a) Place. Meetings of the stockholders shall be held at
such place as may be designated by the board of directors.
(b) Annual Meeting. An annual meeting of the stockholders
for the election of directors and for other business shall be held
on such date and at such time as may be fixed by the board of
directors.
(c) Special Meetings. Special meetings of the shareholders
may be called at any time by the board of directors or by the
president and shall be called by the president or the secretary at
the request, in writing, of a majority of the board of directors or
at the request, in writing, by shareholders owning a majority in
amount of the shares issued and outstanding. Such request shall
state the purpose or purposes of the proposed meeting. Business
transacted at a special meeting shall be confined to the purposes
stated in the notice.
1.2 Fixing Record Date. For the purpose of determining the
shareholders entitled to notice of or vote at any meeting of
shareholders or any adjournment thereof, or to express consent to
or dissent from any proposal without a meeting, or for the purpose
of determining shareholders entitled to receive payment of any
dividends or the allotment of any rights, or for the purpose of any
other action, the board of directors shall fix, in advance, a date
as the record date for any such determination of shareholders.
Such date shall not be more than fifty (50) nor less than ten (10)
days before the date of such meeting, nor more than fifty (50) days
prior to any other action. If no record date is fixed it shall be
determined in accordance with the provisions of law.
1.3 Notice of Meetings of Shareholders. Notice of each meeting of
shareholders shall state the purpose or purposes for which the
meeting is called, the place, date and hour of the meeting and
unless it is the annual meeting, shall indicate that it is being
issued by or at the direction of the person or persons calling the
meeting. Notice shall be given either personally, telephonically,
by mail or by facsimile transmission to each shareholder entitled
to vote at such meeting, not less than ten (10) nor more than fifty
(50) days before the date of the meeting. If action is proposed to
be taken that might entitle shareholders to payment for their
shares, the notice shall include a statement of that purpose and to
that effect. If mailed, the notice is given when deposited in the
Untied States mail, with postage thereon prepaid, directed to the
shareholder at his address as it appears on the record of
shareholders, or, if he shall have filed with the secretary a
written request that notices to him be mailed to some other
address, then directed to him at such other address.
1.4 Waivers. Notice of meeting need not be given to any
shareholder who signs a waiver of notice, in person or by proxy,
whether before or after the meeting. The attendance of any
shareholder at a meeting, in person or by proxy, without protesting
prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him.
1.5 Quorum. The presence, in person or by proxy, of the holders
of a majority of the outstanding shares of stock of the Company
entitled to vote on a particular matter shall constitute a quorum
for the purpose of considering such matter.
When a quorum is once present to organize a meeting, it is not
broken by the subsequent withdrawal of any shareholders.
The shareholders may adjourn the meeting despite the absence
of a quorum.
1.6 Proxies. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may
authorize another person or persons to act for him by proxy.
Every proxy must be signed by the shareholder or his
attorney-in-fact. No proxy shall be valid after expiration of
eleven months from the date thereof unless otherwise provided in
the proxy. Every proxy shall be revocable at the pleasure of the
shareholder executing it, except as otherwise provided by law.
1.7 Qualification of Voters. Every shareholder of record shall be
entitled at every meeting of shareholders to one vote for every
share standing in his name on the record of shareholders, unless
otherwise provided in the certificate of incorporation.
1.8 Vote of Shareholders. Except as otherwise required by statute
or by the certificate of incorporation;
(a) directors shall be elected by a plurality of the votes
cast at a meeting of shareholders by the holders of shares entitled
to vote in the election;
(b) all other corporate action shall be authorized by a
majority of the votes cast.
1.9 Written Consent of Shareholders. Any action that may be taken
by vote may be taken without a meeting on written consent, setting
forth the action so taken, signed by the holders of a majority of
the outstanding shares entitled to vote thereon.
ARTICLE II
DIRECTORS
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2.1 Board of Directors. The business of the corporation shall be
managed by its board of directors, each of whom shall be at lest 18
years of age and may be a shareholder.
2.2 Number of Directors. The number of directors of the
corporation shall be determined from time to time by resolution of
the directors. When all of the shares are owned by less than three
shareholders, the number of directors may be less than three but
not less than the number of shareholders.
2.3 Election and Term of Directors. At each annual meeting of
shareholders, the shareholders shall elect directors to hold office
until the next annual meeting. Each director shall hold office
until the expiration of the term for which he is elected and until
his successor has been elected and qualified, or until his prior
resignation or removal.
2.4 Newly Created Directorships and Vacancies. Newly created
directorships resulting from an increase in the number of directors
and vacancies occurring in the board of directors for any reason
except the removal of directors without cause may be filled by a
vote of the majority of the directors then in office, although less
than a quorum exists, unless otherwise provided in the certificate
of incorporation. Vacancies occurring by reason of the removal of
directors without cause shall be filled by a vote of the
shareholders unless otherwise provided in the certificate of
incorporation. A director elected to fill a vacancy caused by the
resignation, death or removal shall be elected to hold office for
the unexpired term of his predecessor.
2.5 Removal of Directors. Any or all of the directors may be
removed for cause by vote of the shareholders or by action of the
board of directors. Directors may be removed without cause only by
vote of the shareholders.
2.6 Resignation. A director may resign at any time by giving
written notice to the board of directors, the president or the
secretary of the corporation. Unless otherwise specified in the
notice, the resignation shall take effect upon receipt thereof by
the board of directors or such officer, and the acceptance of the
resignation shall not be necessary to make it effective.
2.7 Quorum. A majority of all the directors in office shall
constitute a quorum for the transaction of business at any meeting.
2.8 Action of the Board of directors. The vote of a majority of
the directors present at the time of the vote, if a quorum is
present at such time, shall be the act of the board of directors.
Each director present shall have one vote regardless of the number
of shares, if any, which he may hold.
2.9 Powers. The board of directors may adopt rules and
regulations for the conduct of its meetings, the exercise of its
powers and the management of the affairs of the corporation as it
may deem proper, not inconsistent with the laws of the State of New
York, the certificate of incorporation or these by-laws.
In addition to the powers and authorities by these by-laws
expressly conferred upon them, the board of directors may exercise
all such powers of the corporation and do such lawful acts and
things except as are by statute, the certificate of incorporation
or these by-laws directed or required to be exercised or done by
the shareholders.
2.10 Meetings.
(a) Place. Meetings of the board of directors shall be held
at such place as may be designated by the board of directors or in
the notice of the meeting. Any action which may be taken by the
board of directors may be taken without a meeting if all of the
board of directors consent to the action in writing and such
writing and such written consents are filed with the records of the
meeting of the board of directors. Such consents shall be treated
for all purposes as a vote taken at a meeting of the board of
directors.
(b) Regular Meetings. Regular meetings of the board of
directors shall be held immediately following the annual meeting of
shareholders at the place of such annual meeting of shareholders.
(c) Special Meetings. Special meetings of the board of
directors may be called by the president or any two members of the
board of directors upon three days notice to each director either
personally or by mail, wire, telegram or facsimile transmission.
Notice of a special meeting need not be given if all members of the
board of directors agree to waive such notice.
(d) Voting. Except as otherwise provided herein, in the
certificate of incorporation or by law, the vote of a majority of
the directors present at any meeting at which a quorum is present
shall constitute the act of the board of directors.
(e) Notice of Meetings of the Board of Directors,
Adjournment.
(i) Regular meetings of the board of directors may be
held without notice at such time and place as it shall from time to
time determine. Notice of a meeting need not be given to any
director who submits a waiver of notice whether before or after the
meeting or who attends the meeting without protesting prior thereto
or at its commencement, the lack of notice to him.
(ii) A majority of the directors present, whether or not
a quorum is present, may adjourn any meeting to another time and
place. Notice of the adjournment shall be given all directors who
were absent at the time of the adjournment and, unless such time
and place are announced at the meeting, to the other directors.
(f) Committees. The board of directors may, by resolution
adopted by a majority of the whole board of directors, designate
one or more committees, each committee to consist of one or more
directors and such alternate members (also directors) as may be
designated by the board of directors. Unless otherwise provided
herein, in the absence or disqualification of any member of a
committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another director to
act at the meeting in the place of any such absent or disqualified
member. Except as otherwise provided herein, in the certificate of
incorporation or by-laws, any such committee shall have and may
exercise the powers of the full board of directors to the extent
provided in the resolution of the board of directors directing the
committee.
(g) Compensation. No compensation shall be paid to directors
as such, for their services, but by resolution of the board of
directors. A fixed sum and expenses for actual attendance may be
authorized, at each regular or special meeting, by the board of
directors. Nothing herein contained shall be construed to preclude
any director from serving the corporation in any other capacity and
receiving compensation therefor.
ARTICLE III
OFFICERS
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3.1 Offices, Election Term.
(a) At its first meeting after each annual meeting of the
stockholders the board of directors may elect or appoint executive
officers and such other officers as it may determine, who shall
have such duties, powers and functions as hereinafter provided.
(b) All executive officers and officers shall be elected or
appointed to hold office until the meeting of the board of
directors following the annual meeting of shareholders.
(c) Each executive officer and officer shall hold office for
the term for which he is elected or appointed and until his
successor has been elected or appointed and qualified.
3.2 Removal, Resignation, Salary, Etc.
(a) Any executive officer and officer elected or appointed by
the board of directors may be removed by the board of directors
with or without cause.
(b) In the event of the death, resignation or removal of an
executive officer and officer, the board of directors in its
discretion may elect or appoint a successor to fill the unexpired
term.
(c) Any two or more offices may be held by the same person,
except the offices of president and secretary. When all of the
issued and outstanding stock of the corporation is owned is owned
by one person, such person may hold all or any compensation of
offices.
(d) The salaries of all officers shall be fixed by the board
of directors, and the fact that any officer is a director shall not
preclude him from receiving a salary as an officer, or from voting
upon the resolution providing the same.
(e) The directors may require any officer to give security
for the faithful performance of his duties.
3.3 Executive Officers. The executive officers of the corporation
shall be a president, one or more vice-presidents, a treasurer and
a secretary, all of whom shall be elected annually by the board of
directors, who shall hold office at the pleasure of the board of
directors. In addition, the board of directors may elect a
chairman of the board of directors. Except for the offices of the
president and secretary, any two or more offices may be held by one
person; provided, however, when all of the issued and outstanding
stock of the corporation is owned by one person, such person may
hold all or any of the combination of offices. All vacancies
occurring among any of the officers shall be filed by the board of
directors. Any officer may be removed at any time by the
affirmative majority (unless the certificate of incorporation
requires a larger vote) of the directors present at a special
meeting of the board of directors called for that purpose or by the
unanimous written consent of the board of directors.
3.4 Other Officers. The Board of directors may appoint such other
officers and agents with such powers and duties as it shall deem
necessary.
3.5 The Chairman of the Board. The chairman of the board of
directors, if one be elected, shall preside at all meetings of the
board of directors and he shall be the chief executive and chief
operating officer of the corporation and he shall perform such
other duties as from time to time may be assigned to him by the
board of directors or the executive committee.
3.6 The President. The president, who may, but need not be a
director, shall, in the absence or non-election of a chairman of
the board, preside at all meetings of the shareholders and
directors. He shall be in charge of the day-to-day operations of
the corporation subject to the direction of the chairman of the
board and the board of directors.
3.7 The Vice-President. The vice-president, or if there be more
than one, the senior vice-president as determined by the board of
directors, in the absence or disability of the president, shall
exercise the powers and perform the duties of the president, and
each vice-president shall exercise such other powers and perform
such other duties as shall be prescribed by the board of directors.
3.8 The Treasurer. The treasurer shall have custody of all funds,
securities and evidences of indebtedness of the corporation; he
shall receive and give receipts and acquittances for moneys paid in
on account of the corporation, and shall pay out of the funds on
hand all bills, payrolls and other just debts of the corporation,
of whatever nature, upon maturity; he shall enter regularly in
books to be kept by him for that purpose, full and accurate
accounts of all monies received and paid out by him on account of
the corporation, and he shall perform all other duties incident to
the office of the treasurer and as may be prescribed by the board
of directors.
3.9 The Secretary. The secretary shall keep the minutes of all
meetings of the board of directors and of the shareholders; he
shall attend to the giving and serving of all notices to
shareholders and directors or other notices required by law or by
these by-laws; he shall affix the seal of the corporation to deeds,
contracts and other instruments in writing requiring a seal, when
duly signed or when so ordered by the board of directors; he shall
have charge of the certificate books and stock books and such other
books and papers a the board of directors may direct, and he shall
perform all other duties incident to the office of secretary.
ARTICLE IV
INDEMNIFICATION
4.1 Right to Indemnification. The company shall indemnify any
person who was or is 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 (a
"Proceeding"), by reason of the fact that such person is or was a
director, officer or employee of the company or a constituent
corporation absorbed in a consolidation or merger, or is or was
serving at the request of the company or a constituent corporation
absorbed in a consolidation or a merger, as a director or officer
of another corporation, partnership, joint venture, trust or other
enterprise, or is or was a director or officer of the company
serving at its request as an administrator, trustee or other
fiduciary of one or more of the employee benefit plans of the
company or other enterprise, against expenses (including attorneys'
fees), liability and loss actually and reasonably incurred or
suffered by such person in connection with such Proceeding, whether
or not the indemnified liability arises from any threatened,
pending or completed Proceeding by or in the right of the company,
except to the extent that (i) such person is not otherwise
indemnified and (ii) such indemnification is not prohibited by
applicable law.
4.2 Advance of Expenses. Expenses incurred by a director or
officer of the company in deferring a Proceeding shall be paid by
the company in advance of the final disposition of such Proceeding
subject to the provisions of any applicable statute.
4.3 Procedure for determining Permissibility. To determine
whether any indemnification or advance of expenses under this
Article IV is permissible, the board of directors by a majority
vote of a quorum of directors not parties to such Proceedings may,
and on request of any person seeking indemnification or advance of
expenses shall be required to determine in each case whether the
applicable standards in any applicable statute have been met, or
such determination shall be made by independent legal counsel if
such quorum is not obtainable or, even if obtainable, a majority
vote of a quorum of disinterested directors so directs, provided
that, if there has been a change in control of the company between
the time of the action or failure to act giving rise to the claim
for indemnification or advance of expenses and the time such claim
is made, at the option of the person seeking indemnification or
advance of expenses, the permissibility of indemnification or
advance of expenses shall be determined by independent legal
counsel. The reasonable expenses of any director or officer in
prosecuting a successful claim for indemnification, and the fees
and expenses of any special legal counsel engaged to determine
permissibility of indemnification or advance of expenses, shall be
borne by the company.
4.4 Contractual Obligation. The obligations of the company to
indemnify a director, officer, or employee under this Article IV,
including the duty to advance expenses, shall be considered a
contract between the company and such director or officer, and no
modification or repeal of any provision of this Article IV shall
affect, to the detriment of the director or officer, such
obligations of the company in connection with a claim based on any
act or failure to act occurring before such modification or repeal.
4.5 Indemnification Not Exclusive; Inuring of Benefit. The
indemnification and advance of expenses provided by this Article IV
shall not be deemed exclusive of any other right to which one
indemnified may be entitled under any statute, provision of the
certificate of incorporation, these by-laws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to
action in such person's official capacity and as to action in
another capacity while holding such office, and shall inure to the
benefit of the heirs, executors and administrators of any such
person.
4.6 Insurance and Other Indemnification. The board of directors
shall have the power to: (i) authorize the company to purchase and
maintain, at the company's expense, insurance on behalf of the
company and on behalf of others to the extent that power to do so
has not been prohibited by statute; and (ii) create any fund of any
nature, whether or not under the control of a trustee, or otherwise
secure any of its indemnification obligations; and (iii) give other
indemnification to the extent permitted by statute.
ARTICLE V
CERTIFICATES FOR SHARES
-----------------------
5.1 Certificates. The shares of the corporation shall be
represented by certificates. They shall be numbered and entered in
the books of the corporation or the books of its authorized
transfer agent as they are issued. They shall exhibit the holder's
name and the number of shares and shall be signed by the president
or a vice-president and the treasurer or the secretary and shall
bear the corporate seal.
5.2 Lost or Destroyed Certificates. The board of directors may
direct a certificate or certificates to be issued by the
corporation or its authorized transfer agent in place of any
certificate or certificates therefore issued by the corporation,
alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate or
certificates, the board of directors may, in its discretion and as
a condition precedent to the issuance thereof, require the owner of
such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall
require and/or give the corporation a bond in such sum and with
such surety or sureties as it may direct as indemnity against any
claim that may be made against the corporation with respect to the
certificate alleged to have been lost or destroyed.
5.3 Transfers of Shares.
(a) Upon surrender to the corporation or the transfer agent
of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation to
issue a new certificate to the person entitled thereto, and cancel
the old certificate; every such transfer shall be entered on the
transfer book of the corporation which shall be kept at its
principal office. No transfer shall be made within ten days
preceding the annual meeting of shareholders.
(b) The corporation shall be entitled to treat the holder of
record of any shares as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share on the part of any other
person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of New York.
5.4 Closing Transfer Books. The board of directors shall have the
power to close the share transfer books of the corporation for a
period of not more than ten (10) days during the thirty (30) day
period immediately preceding: (1) any shareholders' meeting; or (2)
any date upon which shareholders shall be called upon to or have
the right to take action without a meeting; or (3) any date fixed
for the payment of a dividend or any other form of distribution,
and only those shareholders of record at the time the transfer
books are closed, shall be recognized as such for the purpose of:
(1) receiving notice of or voting at such meeting; or (2) allowing
them to take appropriate action; or (3) entitling them to receive
any dividend or other form of distribution.
ARTICLE VI
DIVIDENDS
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Subject to the provisions of the certificate of incorporation
and to applicable law, dividends on the outstanding shares of the
corporation may be declared in such amounts and at such time or
times as the board of directors may determine. Before payment of
any dividend, there may be set aside out of the net profits of the
corporation available for dividends such sum or sums as the board
of directors from time to time in its absolute discretion deems
proper as a reserve fund to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the board of directors
shall think conducive to the interests of the corporation, and the
board of directors may modify or abolish any such reserve.
ARTICLE VII
CORPORATE SEAL
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The seal of this corporation shall be circular in form and
bear the name of the corporation, the year of its organization and
the words "Corporate Seal, New York." The seal may be used by
causing it to be impressed directly on the instrument or writing to
be sealed, or upon adhesive substance affixed thereto. The seal on
the certificate for shares or on any corporate obligation for the
payment of money may be a facsimile, engraved or printed.
ARTICLE VIII
EXECUTION OF INSTRUMENTS
------------------------
All corporate instruments and documents shall be signed or
countersigned, executed, verified or acknowledged by such officer
or officers or other person or persons as the board of directors
may from time to time designate.
ARTICLE IX
FISCAL YEAR
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The fiscal year shall begin the first day July in each year.
ARTICLE X
REFERENCES TO CERTIFICATE OF INCORPORATION
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Reference to the certificate of incorporation in these by-laws
shall include all amendments thereto or changes thereof unless
specifically excepted.
ARTICLE XI
AMENDMENTS
-----------
These by-laws may be amended or repealed at any regular or
special meeting of the board of directors by vote of a majority of
all directors in office or at any annual or special meeting of
stockholders by vote of holders of a majority of the outstanding
stock entitled to vote. Notice of any such annual or special
meeting of stockholders shall set forth the proposed change or a
summary thereof.
