Form 8-B
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Registration of Securities of Certain Successor Issuers
Filed Pursuant to Section 12(b) or (g) or
The Securities Exchange Act of 1934
DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Florida 59-3389871
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
101 Southhall Lane, Suite 210, Maitland, Florida 32751
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
______________ ___________________________
Common Stock, par value $.01 NASDAQ
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
<PAGE>
Item 1. General Information
(a) DYNAMIC HEALTHCARE TECHNOLOGIES, INC., a Florida
corporation, formerly known as DYNAMIC HEALTHCARE TECHNOLOGIES,
INC., a Nebraska corporation, was incorporated in Florida on May
10, 1996 (the "Registrant").
(b) The Registrant's fiscal year ends December 31.
Item 2. Transaction of Succession
(a) At the time of succession, the sole predecessor of the
Registrant was DYNAMIC HEALTHCARE TECHNOLOGIES, INC., a Nebraska
corporation (the "Predecessor"). The Predecessor's common
stock, par value $.01 per share, was registered under Section
12(b) of the Securities Exchange Act of 1934 (the "Act").
(b) The Registrant succeeded to the business of the Predecessor
pursuant to a merger of the Predecessor with and into the
Registrant (the "Merger"). Prior to the Merger, Registrant was
a wholly-owned subsidiary of the Predecessor, and the sole
purpose of the Merger was to effect a reincorporation of the
Predecessor in Florida.
The Merger was consummated on July 29, 1996. Upon consummation
of the Merger, each outstanding share of common stock of the
Predecessor was converted into one share of common stock, par
value $.01 per share of the Registrant, each outstanding share
of Series A Preferred Stock, par value $.01 per share, of the
Predecessor was converted into one share of Series A Preferred
Stock, par value $.01 per share, of the Registrant, and each
outstanding share of Series B Preferred Stock, par value $.01
per share, of the Predecessor was converted into one share of
Series B Preferred Stock, par value $.01 per share, of the
Registrant, without any action on the part of the holders
thereof; all outstanding warrants and stock options to acquire
common stock of the Predecessor were converted into warrants and
stock options to acquire an equivalent number of shares of
common stock of the Registrant on identical terms and conditions.
A more complete description of the Merger is contained in the
definitive Proxy Statement of the Predecessor, dated April 22,
1996, a copy of which was filed with the Securities and Exchange
Commission on April 10, 1996.
Item 3. Securities to be Registered
The Registrant has 20,000,000 shares of common stock
authorized, of which, as of the close of business on July 30,
1996, 6,681,786 were issued and outstanding, and none were
issued and held by Registrant.
<PAGE>
Item 4. Description of Registrants Securities to be Registered
The title of the securities to be registered is "common stock,
par value $.01 per share." The holders of common stock have
equal, ratable rights to dividends from funds legally available
therefor, when, as and if declared by the board of directors of
the Registrant, and are entitled to share ratably in all assets
of the Registrant available for distribution to holders of
common stock upon the liquidation, dissolution or winding-up of
the Affairs of the Registrant Holders of common stock do not
have pre-emptive, subscription or conversion rights. There are
no redemption or sinking fund provisions in the Registrant's
articles of incorporation. The outstanding shares of common
stock are fully paid and non-assessable. The Registrants
articles of incorporation do not provide for cumulative voting
by shareholders.
Item 5. Financial Statements and Exhibits
(a) Financial Statements
No financial statements are required to be filed with this
registration statement because the capital structure and balance
sheet of the Registrant immediately after the succession were
substantially the same as those of the Predecessor.
(b) Exhibits
2.1 Agreement and Plan of Merger, dated July 29, 1996, between
the Registrant and the Predecessor
3.1 Articles of Incorporation
3.2 Amendment to Articles of Incorporation
3.3 By-Laws
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
BY: \S\MITCHEL J. LASKEY 8-7-96
Mitchel J. Laskey, President and CEO
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
2.1 Agreement and Plan of Merger, dated July 29, 1996, between
the Registrant and the Predecessor
3.1 Articles of Incorporation
3.2 Amendment to Articles of Incorporation
3.3 By-Laws
<PAGE>
ARTICLES OF MERGER
AND
AGREEMENT AND PLAN OF MERGER
THIS ARTICLE OF MERGER AND AGREEMENT AND PLAN OF MERGER, dated
as of July 29 , 1996, is entered into by and
between DYNAMIC HEALTHCARE TECHNOLOGIES, INC., a Nebraska
corporation ("DHT Nebraska"), and DHT FLORIDA, INC., a Florida
corporation ("DHT FLORIDA").
W I T N E S S E T H:
WHEREAS, DHT Nebraska is a corporation duly organized and
existing under the laws of the State of Nebraska;
WHEREAS, DHT Florida is a corporation duly organized and
existing under the laws of the State of Florida;
WHEREAS, on the date of this Agreement, DHT Nebraska has
authority to issue 30,000,000 shares of capital stock,
consisting of 20,000,000 shares of common stock, par value $.01
per share ("Nebraska Common Stock") and 10,000,000 shares of
preferred stock, par value $.01 per share ("Nebraska Preferred
Stock") of which 1,055,938 shares are designated as Series A
Preferred Stock ("Nebraska Series A Preferred Stock") and
4,384,375 shares are designated as Series B Preferred Stock
("Nebraska Series B Preferred Stock");
WHEREAS, on the date of this Agreement, DHT Florida has
authority to issue 30,000,000 shares of capital stock,
consisting of 20,000,000 shares of common stock, par value $.01
per share ("Florida Common Stock") and 10,000,000 shares of
preferred stock, par value $.01 per share ("Florida Preferred
Stock") of which 1,055,938 shares are designated as Series A
Preferred Stock ("Florida Series A Preferred Stock") and
4,384,375 shares are designated as Series B Preferred Stock
("Florida Series B Preferred Stock");
WHEREAS, the respective Boards of Directors of DHT Nebraska and
DHT Florida have determined that it is advisable and in the best
interests of each of such corporations that DHT Nebraska merge
with and into DHT Florida upon the terms and subject to the
conditions set forth in this Agreement for the purpose of
effecting the change of the state of incorporation of DHT
Nebraska from Nebraska to Florida;
WHEREAS, the respective Boards of Directors of DHT Nebraska and
DHT Florida have, by resolutions duly adopted, approved this
Agreement; and
WHEREAS, the Board of Directors of DHT Nebraska has directed
that this Agreement be submitted to a vote of its shareholders.
NOW, THEREFORE, in consideration of the mutual agreements and
covenants set forth herein, DHT Nebraska and DHT Florida hereby
agree as follows:
1. Merger. DHT Nebraska shall be merged with and into DHT
Florida and DHT Florida shall be the surviving corporation
(hereinafter sometimes referred to as the "Surviving
Corporation"). The Merger shall become effective as of 11:59 pm
Eastern Standard Time on July 29 , 1996 (the
"Effective Time").
<PAGE>
2. Governing Documents. The Articles of Incorporation of DHT
Florida, as in effect immediately prior to the Effective Time,
shall be the Articles of Incorporation of the Surviving
Corporation without change or amendment until thereafter amended
in accordance with the provisions thereof and applicable laws,
except that Article I thereof shall be amended as of the
Effective Time to read in its entirety "The name of this
corporation shall be DYNAMIC HEALTHCARE TECHNOLOGIES, INC." The
Bylaws of DHT Florida, as in effect immediately prior to the
Effective Time, shall be the Bylaws of the Surviving Corporation
without change or amendment until thereafter amended in
accordance with the provisions thereof, of the Articles of
Incorporation of the Surviving Corporation and applicable laws.
3. Succession. At the Effective Time, the separate corporate
existence of DHT Nebraska shall cease, and DHT Florida shall
possess all the rights, privileges, powers and franchises of a
public and private nature of DHT Nebraska; and all and singular,
the rights, privileges, powers and franchises of DHT Nebraska,
and all property, real, personal and mixed, and all debts due to
DHT Nebraska on whatever account, as well for share
subscriptions as all other things in action belonging to DHT
Nebraska, shall be vested in the Surviving Corporation; and all
property, rights, privileges, powers and franchises, and all and
every interest shall be thereafter as effectually the property
of the Surviving Corporation as they were of DHT Nebraska, and
the title to any real estate vested by deed or otherwise in DHT
Nebraska shall not revert or be in any way impaired by reason of
the Merger; but all rights of creditors and all liens upon any
property of DHT Nebraska shall be preserved unimpaired, and all
debts, liabilities and duties of DHT Nebraska shall thenceforth
attach to the Surviving Corporation and may be enforced against
it to the same extent as if such debts, liabilities and duties
had been incurred or contracted by it. All corporate acts,
plans, policies, agreements, arrangements, approvals and
authorizations of DHT Nebraska, its shareholders, Board of
Directors and committees thereof, officers and agents which were
valid and effective immediately prior to the Effective Time,
shall be taken for all purposes as the acts, plans, policies,
agreements, arrangements, approvals and authorizations of the
Surviving Corporation and shall be as effective and binding
thereon as the same were with respect to DHT Nebraska. The
employees and agents of DHT Nebraska shall become the employees
and agents of the Surviving Corporation and continue to be
entitled to the same rights and benefits which they enjoyed as
employees and agents of DHT Nebraska. The requirements of any
plans or agreements of DHT Nebraska involving the issuance or
purchase by DHT Nebraska of certain shares of its capital stock
shall be satisfied by the issuance or purchase of a like number
of shares of the Surviving Corporation.
4. Further Assurances. From time to time, as and when required
by the Surviving Corporation or by its successors or assigns,
there shall be executed and delivered on behalf of DHT Nebraska
such deeds and other instruments, and there shall be taken or
caused to be taken by it all such further and other action, as
shall be appropriate, advisable or necessary in order to vest,
perfect or confirm, of record or otherwise, in the Surviving
Corporation the title to and possession of all property,
interests, assets, rights, privileges, immunities, powers,
franchises and authority of DHT Nebraska, and otherwise to carry
out the purposes of this Agreement, and the officers and
directors of the Surviving Corporation are fully authorized in
the name and on behalf of DHT Nebraska or otherwise, to take any
and all such action and to execute and deliver any and all such
deeds and other instruments.
5. Conversion of Shares. At the Effective Time, by virtue of
the Merger and without any action on the part of the holder
thereof:
<PAGE>
a. each share of Nebraska Common Stock outstanding immediately
prior to the Effective Time shall be changed and converted into
and shall be one fully paid and nonassessable shares of Florida
Common Stock;
b. each share of Nebraska Series A Preferred Stock outstanding
immediately prior to the Effective Time shall be changed and
converted into and shall be one fully paid and nonassessable
shares of Florida Series A Preferred Stock.
c. each share of Nebraska Series B Preferred Stock outstanding
immediately prior to the Effective Time shall be changed and
converted into and shall be one fully paid and non-assessable
share of Florida Series B Preferred Stock.
d. the 100 shares of Florida Common Stock presently issued and
outstanding in the name of DHT Nebraska shall be canceled and
retired and resume the status of authorized and unissued shares
of Florida Common Stock, and no shares of Florida Common Stock
or other securities of DHT Florida shall be issued in respect
thereof.
6. Shareholder Approvals. The Merger has been approved by the
holders of Nebraska Common Stock and Nebraska Series B Preferred
Stock pursuant to the Business Corporation Act of the State of
Nebraska and by DHT Nebraska as the sole stockholder of DHT
Florida. DHT Nebraska has outstanding 6,611,646 shares of
common stock and 3,750,000 shares of Series B Preferred Stock.
Each holder of Nebraska Common Stock and Nebraska Series B
Preferred Stock is entitled to one vote for each share held in
the same manner and as one class with respect to the Merger.
The total number of votes cast for and against the Merger by the
holders of Nebraska Common Stock and Nebraska Series B Preferred
Stock at the Annual Meeting of Shareholders of Nebraska DHT held
on May 21, 1996 was as follows:
Outstanding VOTES:
Class Stock For Against Abstain
Common Stock 6,611,646 3,963,960 46,805 2,600,881
Series B
Preferred
Stock 3,750,000 3,313,750 0 436,250
The number of votes cast for the Merger was sufficient for
approval.
7. Stock Certificates. As of and after the Effective Time, all
of the outstanding certificates which, immediately prior to the
Effective Time, represented shares of Nebraska Common Stock,
Nebraska Series A Preferred Stock or Nebraska Series B Preferred
Stock, as the case may be, shall be deemed for all purposes to
evidence ownership of, and to represent, an equal number of
shares of Florida Common Stock, Florida Series A Preferred Stock
or Florida Series B Preferred Stock, as the case may be. The
registered owner on the books and records of the Surviving
Corporation or its transfer agents of any such outstanding stock
certificate shall, until such certificate shall have been
surrendered for transfer or otherwise accounted for to the
Surviving Corporation or its transfer agents, have and be
entitled to exercise any voting and other rights with respect
to, and to receive any dividends and other distributions upon,
the shares of Florida Common Stock, Florida Series A Preferred
Stock or Florida Series B Preferred Stock, as the case may be,
evidenced by such outstanding certificate as above provided.
<PAGE>
8. Options and Warrants. Each outstanding option or warrant to
purchase, or other award of, shares of Nebraska Common Stock,
which is outstanding immediately prior to the Effective Time,
shall, by virtue of the Merger and without any action on the
part of the holder thereof, be converted into and become an
option or warrant to purchase, or award of, the same number of
shares of Florida Common Stock at the same aggregate exercise
price, and upon the same terms and subject to the same
conditions, as in effect at the Effective Time. Such number of
shares of Florida Common Stock shall be reserved for purposes of
outstanding options or warrants to purchase, or other awards of,
shares of Nebraska Common Stock, as is equal to twice the number
of shares of Nebraska Common Stock so reserved as of the
Effective Time. As of the Effective Time, DHT Florida hereby
assumes all obligations of DHT Nebraska under all outstanding
options and warrants to purchase, or other awards of, shares of
Nebraska Common Stock.
9. Other Employee Benefit Plans. As of the Effective Time, DHT
Florida hereby assumes all obligations under any and all
employee benefit plans of DHT Nebraska in effect as of the
Effective Time or with respect to which employee rights or
accrued benefits are outstanding as of the Effective Time.
10. Amendment. To the full extent permitted by applicable law,
this Agreement may be amended, modified or supplemented by
written agreement of the parties hereto at any time prior to the
Effective Time with respect to any of the terms contained herein.
11. Abandonment. At any time prior to the Effective Time, this
Agreement may be terminated and the Merger may be abandoned by
the Board of Directors of DHT Nebraska, notwithstanding approval
of this Agreement by the sole stockholder of DHT Florida or by
the shareholders of DHT Nebraska, or both, if in the opinion of
the Board of Directors of DHT Nebraska circumstances arise
which, in the opinion of such Board of Directors, make the
Merger for any reason inadvisable.
12. Counterparts. In order to facilitate the filing and
recording of this Agreement, the same may be executed in two or
more counterparts, each of which shall be deemed to be an
original and the same agreement.
<PAGE>
IN WITNESS WHEREOF, DHT Nebraska and DHT Florida have caused
this Agreement to be signed by their respective duly authorized
officers as of the date first above written.
DYNAMIC HEALTHCARE
TECHNOLOGIES, INC., a Nebraska corporation
By: \S\MITCHEL J. LASKEY
Mitchel J. Laskey, President
ATTEST:
By: \S\DAVID M. POMERANCE
David M. Pomerance, Secretary
DHT FLORIDA, INC., a Florida corporation
By: \S\MITCHEL J. LASKEY
Mitchel J. Laskey, President
ATTEST:
By: \S\DAVID M. POMERANCE
David M. Pomerance, Secretary
<PAGE>
I, DAVID M. POMERANCE, Secretary
of DHT FLORIDA, INC., a corporation organized and existing under
the laws of the State of Florida (the "Corporation"), hereby
certify, as such Secretary, that the Articles of Merger and
Agreement and Plan of Merger to which this certificate is
attached, after having been first duly signed on behalf of the
Corporation and after being signed on behalf of DYNAMIC
HEALTHCARE TECHNOLOGIES, INC., a corporation organized and
existing under the laws of the State of Nebraska, was duly
approved and adopted pursuant to Section 607.0704 of the Florida
Business Corporation Act, by unanimous written consent dated as
of July 29 , 1996 of the stockholder holding
100 shares of the Common Stock of the Corporation, being all of
the shares issued and outstanding, which Articles of Merger and
Agreement and Plan of Merger was thereby adopted as the act of
the stockholder of the Corporation, and the duly adopted
agreement and act of the Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of the Corporation this 29 day of
July , 1996.
\S\DAVID M. POMERANCE
DAVID M. POMERANCE, Secretary
I, DAVID M. POMERANCE, Secretary of DYNAMIC HEALTHCARE
TECHNOLOGIES, INC., a corporation organized and existing under
the laws of the State of Nebraska (the "Corporation"), hereby
certify, as such Secretary, that the Articles of Merger and
Agreement and Plan of Merger to which this certificate is
attached, after having been first duly signed on behalf of the
Corporation and having been signed on behalf of DHT Florida,
Inc., a corporation organized and existing under the laws of the
State of Florida, was duly approved and adopted at the Annual
Meeting of Shareholders of the Corporation held May 21, 1996 by
the vote of the holders of a majority of the voting power of the
outstanding shares of the Common Stock and the Preferred Stock
of the Corporation entitled to vote thereon, voting together as
a single class, which Articles of Merger and Agreement and Plan
of Merger, upon such approval was thereby adopted as the act of
the shareholders of the Corporation, and the duly adopted
agreement and act of the Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of the Corporation this 29 day of
July , 1996.
\S\DAVID M. POMERANCE
DAVID M. POMERANCE, Secretary
<PAGE>
ARTICLES OF INCORPORATION
OF
DHT FLORIDA, INC.
The undersigned, acting as incorporator of DHT FLORIDA, INC.
under the Florida Business Corporation Act, adopts the following
Articles of Incorporation.
ARTICLE I
NAME
The name of the Corporation is: DHT FLORIDA, INC.
ARTICLE II
COMMENCEMENT OF EXISTENCE
The existence of the Corporation will commence on May 9, 1996.
ARTICLE III
DURATION
The duration of the Corporation will be perpetual.
ARTICLE IV
PURPOSE
The general purpose or purposes for which the Corporation is
organized is to transact any and all lawful business for which a
corporation may be incorporated under the Florida Business
Corporation Act.
ARTICLE V
PRINCIPAL OFFICE
The principal office of the Corporation shall be:
101 Southhall Lane, Suite 210
Maitland, Fl. 32751
<PAGE>
ARTICLE VI
AUTHORIZED SHARES
The Corporation is authorized to issue Twenty Million
(20,000,000) shares of Common Stock at $.01 par value per share.
The Corporation is authorized to issue Ten Million (10,000,000)
shares of Preferred Stock at $.01 par value per share, in such
series and variations in the relative rights and preferences,
including voting rights, if any, between such series as the
Board of Directors shall determine. All or a designated voting
group of shareholders are entitled to cumulate their votes for
directors.
ARTICLE VII
INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the
Corporation is 2601 South Bayshore Drive, 19th Floor, Miami,
Florida 33133, and the name of the Corporation's initial
registered agent at that address is COBER Corporate Agents, Inc.
ARTICLE VIII - INITIAL BOARD OF DIRECTORS
The corporation shall have two directors initially. The number
of directors may be increased or diminished from time to time,
as provided in the Bylaws. The names and addresses of the
directors are:
Name Address
Mitchel J. Laskey 101 Southhall Lane, Ste. 210
Maitland, Fl. 32751
David M. Pomerance 101 Southhall Lane, Ste. 210
Maitland, Fl. 32751
<PAGE>
ARTICLE IX
INCORPORATOR
The name and street address of the incorporator is:
Name Address
Richard N. Bernstein c/o Cohen, Berke, Bernstein,
Brodie, Kondell & Laszlo, P.A.
2601 So. Bayshore Drive
19th Floor
Miami, Florida 33133
ARTICLE X
INDEMNIFICATION
To the extent permitted by law, the Corporation shall indemnify
any person who was or is a party to any proceeding by reason of
the fact that he is or was a director, officer, employee, or
agent of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or other
enterprise against liability incurred in connection with such
proceeding, including any appeal thereof, if he acted in good
faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Corporation and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The Corporation
shall reimburse each person for all costs and expenses,
including attorneys' fees, reasonably incurred by him in
connection with any such liability in the manner provided for by
law or in accordance with the Corporation's Bylaws.
The rights accruing to any person under the foregoing provision
shall not exclude any other right to which he may be lawfully
entitled, nor shall anything therein contain or restrict the
right of the Corporation to indemnify or reimburse such person
in any proper case even though not specifically provided for
herein.
IN WITNESS WHEREOF, the undersigned incorporator has executed
these Articles of Incorporation this 9th day of May, 1996.
\S\RICHARD N. BERNSTEIN
Richard N. Bernstein, Incorporator
<PAGE>
ACCEPTANCE OF APPOINTMENT AS REGISTERED AGENT
Having been designated as registered agent for DHT FLORIDA,
INC. in the foregoing Articles of Incorporation, I, on behalf of
COBER Corporate Agents, Inc., a Florida corporation, hereby
agree to accept service of process for said corporation and to
comply with all statutes relative to the complete and proper
performance of the duties of a registered agent. I am familiar
with and accept the obligations of that position.
COBER CORPORATE AGENTS, INC.
By: \S\MICHAEL A. BERKE
Michael A. Berke, Vice President
<PAGE>
AMENDMENT TO ARTICLES OF INCORPORATION OF
DHT FLORIDA, INC.
Article VI of the Articles of Incorporation of DHT FLORIDA,
INC. was amended by the corporation's board of directors on
July 1 , 1996. The Corporation is filing these Articles
of Amendment to Articles of Incorporation pursuant to F.S.
607.0602.
1. The name of the corporation is DHT FLORIDA, INC. (the
"Corporation").
2. Article VI of the Articles of Incorporation of DHT FLORIDA,
INC. was amended as follows:
The Corporation is authorized to issue Twenty Million
(20,000,000) shares of Common Stock at $.01 par value per share.
The Corporation is authorized to issue Ten Million (10,000,000)
shares of Preferred Stock, at $.01 par value per share, in such
series and variations in the relative rights and preferences,
including voting rights, if any, between such series as the
Board of Directors shall determine.
Of the shares of Preferred Stock, the Corporation is authorized
to issue One Million Fifty Five Thousand Nine Hundred and Thirty
Eight (1,055,938) shares of 9% Series A Cumulative Convertible
Preferred Stock, $.01 par value (the "Series A Preferred Stock")
and Four Million Three Hundred Eighty Four Thousand Three
Hundred and Seventy Five (4,384,375) shares of 9% Series B
Cumulative Convertible Preferred Stock, $.01 par value ("Series
B Preferred Stock") which shall have the following attributes:
1. Designations. One Million Fifty Five Thousand Nine Hundred
and Thirty Eight (1,055,938) shares of the Preferred Stock of
the Corporation shall constitute a series of Preferred Stock
designated as "9% Series A Cumulative Convertible Preferred
Stock" ("Series A Preferred Stock"). Four Million Three Hundred
Eighty Four Thousand Three Hundred and Seventy Five (4,384,375)
shares of the Preferred Stock of the Corporation shall
constitute a series of Preferred Stock designated as "9% Series
B Cumulative Convertible Preferred Stock" ("Series B Preferred
Stock").
2. Dividends.
(a) The holders of shares of Series A Preferred Stock and
Series B Preferred Stock each will be entitled to receive, on a
pari passu basis, when and as declared by the Board of Directors
out of assets of the Corporation legally available for payment,
an annual cash dividend at the rate of 9% of the Conversion
Value (as defined below) per share of the Series A Preferred
Stock and the Series B Preferred Stock, as the case may be,
payable quarterly in arrears on March 31, June 30, September 30
and December 31, commencing December 31, 1995 (each a "dividend
payment date"); provided that, if on any such day banks in the
City of New York are authorized or required to close, dividends
otherwise payable on such day will be payable on the next day
that banks in the City of New York are not authorized or
required to close. Such dividends on shares of the Series A
Preferred Stock and Series B Preferred Stock will be cumulative
from the date of initial issuance of such shares of Series A
Preferred Stock and Series B Preferred Stock, as the case may
be. Such dividends will be payable, in arrears, to holders of
record as they appear on the stock books of the Corporation on
such record dates, not more than 60 days nor less than 10 days
preceding the payment dates thereof, as shall be fixed by the
Board of Directors. The
<PAGE>
amount of dividends payable per share
for each dividend period shall be computed by dividing by four
the 9% annual rate. The amount of dividends payable on the
Series A Preferred Stock and Series B Preferred Stock for the
initial dividend period and for any period shorter than a full
quarterly dividend period shall be computed on the basis of a
360-day year of twelve 30-day months.
(b) In the event the Corporation (i) shall be in default
under the terms of the Series B preferred stock purchase
agreement to be entered into among the Corporation and certain
investors to be parties thereto relating to the issuance of
shares of Series B Preferred Stock; (ii) shall be in default
under the terms of any loan agreements or similar agreement with
commercial lenders for borrowed money; (iii) shall file for, or
have filed against it a petition for bankruptcy; or (iv) shall
not make a dividend payment when due (any of which, shall be an
"Event of Default") the dividend rate on the Series B Preferred
Stock shall increase to fifteen (15%) percent per annum (the
"Default Dividend Rate"), so long as the Event of Default
continues. During an Event of Default, the holders of the
Series A Preferred Stock may, at their option, upon written
notice to the Corporation at least 10 days prior to the payment
date of any dividends (or, in the case of dividend payments not
paid when due, at any time after the applicable payment due
date), elect to receive such dividend payments in the form of
additional shares of Series A Preferred Stock, with the number
of additional shares of Series A Preferred Stock to be received
to be equal to the amount of the dividend due divided by the
Conversion Value then in effect for the Series A Preferred
Stock. During an Event of Default, the holders of the Series B
Preferred Stock may, at their option, upon written notice to the
Corporation at least 10 days prior to the payment date of any
such dividends (or, in the case of dividend payments not paid
when due, at any time after the applicable payment due date),
elect to receive such dividend payments in the form of
additional shares of Series B Preferred Stock, with the number
of additional shares of Series B Preferred Stock to be received
to be equal to the amount of the dividend due (at the Default
Dividend Rate) divided by the Conversion Price (as defined
below) then in effect for the Series B Preferred Stock.
(c) The Corporation may not declare or pay any dividend or
make any distribution of assets on, or redeem, purchase or
otherwise acquire, shares of common stock of the Corporation
("Common Stock") or of any other stock of the Corporation
ranking junior to the Series A Preferred Stock or Series B
Preferred Stock as to the payment of dividends or the
distribution of assets upon liquidation, dissolution or winding
up, unless all accrued and unpaid dividends on the Series A
Preferred Stock and Series B Preferred Stock for all prior
dividend periods have been or contemporaneously are declared and
paid (including any dividends paid pursuant to Section 2(b)) and
the full quarterly dividend on the Series A Preferred Stock and
Series B Preferred Stock for the current dividend period has
been or contemporaneously is declared and set apart for payment.
3. Rights on Liquidation, Dissolution or Winding Up, Etc.
(a) In the event of any voluntary or involuntary liquidation
of the Corporation, the assets of the Corporation available for
distribution to its shareholders, whether from capital, surplus
or earnings, shall be distributed in the following order of
priority:
(i) The holders of Series A Preferred Stock and Series B
Preferred Stock shall be entitled to receive, prior and in
preference to any distribution to the holders of Common Stock or
any class of stock ranking as to dividends or upon liquidation
junior to the Series A Preferred Stock or Series B Preferred
Stock (x) as to the holders of Series B Preferred Stock, an
amount equal to the greater of (A) $.80 per share for each share
of Series B Preferred Stock then outstanding, and, in addition,
an amount equal to all accrued but unpaid dividends on such
share of Series B Preferred Stock as of the date such payment is
made to the holders of Series B Preferred Stock or (B) the
amount the holders of
<PAGE>
Series B Preferred Stock would have
received had the holders of Series B Preferred Stock converted
the Series B Preferred Stock into Common Stock as provided in
Section 8 immediately prior to the voluntary or involuntary
liquidation and, in addition, an amount equal to all accrued but
unpaid dividends on such shares of Series B Preferred Stock as
of the date such payment is made to the holders of Series B
Preferred Stock and (y) as to the holders of Series A Preferred
Stock, an amount equal to $.80 per share for each share of
Series A Preferred Stock then outstanding, and, in addition, an
amount equal to all accrued but unpaid dividends on such share
of Series A Preferred Stock as of the date such payment is made
to the holders of Series A Preferred Stock.
(ii) Distributions made to holders of Series A Preferred
Stock and Series B Preferred Stock pursuant to this Section 3(a)
shall be made pro rata based on the amounts the respective
liquidation preferences of the Series A Preferred Stock and
Series B Preferred Stock determined in accordance with Section
3(a)(i) bear to the total amount available for distribution.
(iii) After distribution of the amounts set forth in
Sections 3(a)(i) above, the remaining assets of the Corporation
available for distribution, if any, to the stockholders of the
Corporation shall be distributed to the holders of issued and
outstanding shares of Common Stock, pro rata, based upon their
respective holdings.
(b) In the event of any voluntary or involuntary dissolution
or winding up of the Corporation, the assets of the Corporation
available for distribution to its shareholders, whether from
capital, surplus or earnings, shall be distributed in the
following order of priority:
(i) The holders of Series A Preferred Stock and Series B
Preferred Stock shall be entitled to receive, prior and in
preference to any distribution to the holders of Common Stock or
any class of stock ranking as to dividends or upon liquidation
junior to the Series A Preferred Stock or Series B Preferred
Stock (x) as to the holders of Series B Preferred Stock, an
amount equal to the greater of (A) $.80 per share for each share
of Series B Preferred Stock then outstanding, and, in addition,
an amount equal to all accrued but unpaid dividends on such
share of Series B Preferred Stock as of the date such payment is
made to the holders of Series B Preferred Stock or (B) the
amount the holders of Series B Preferred Stock would have
received had the holders of Series B Preferred Stock converted
the Series B Preferred Stock into Common Stock as provided in
Section 8 immediately prior to the voluntary or involuntary
dissolution or winding up of the Corporation and, in addition,
an amount equal to all accrued but unpaid dividends on such
shares of Series B Preferred Stock as of the date such payment
is made to the holders of Series B Preferred Stock and (y) as to
the holders of Series A Preferred Stock, an amount equal to the
greater of (A) $.80 per share for each share of Series A
Preferred Stock then outstanding and, in addition, an amount
equal to all accrued but unpaid dividends on such share of
Series A Preferred Stock as of the date such payment is made to
the holders of Series A Preferred Stock or (B) the amount the
holders of Series A Preferred Stock would have received had the
holders of Series A Preferred Stock converted the Series A
Preferred Stock into Common Stock as provided in Section 7
immediately prior to the voluntary or involuntary dissolution or
winding up of the Corporation and, in addition, an amount equal
to all accrued but unpaid dividends on such shares of Series A
Preferred Stock as of the date such payment is made to the
holders of Series A Preferred Stock.
(ii) Distributions made to holders of Series A Preferred
Stock and Series B Preferred Stock pursuant to this Section 3(b)
shall be made pro rata based on the amounts the respective
liquidation preferences of the Series A Preferred Stock and
Series B Preferred Stock determined in accordance with Section
3(b)(i) bear to the total amount available for distribution.
<PAGE>
(iii) After distribution of the amounts set forth in
Sections 3(b)(i) above, the remaining assets of the Corporation
available for distribution, if any, to the stockholders of the
Corporation shall be distributed to the holders of issued and
outstanding shares of Common Stock, pro rata, based upon their
respective holdings.
4. Redemption of Series A Preferred Stock.
(a) On any date after (i) June 30, 1998 and (ii) all shares of
the Series B Preferred Stock have been redeemed as provided in
Section 5 or there are otherwise no shares of Series B Preferred
Stock outstanding, the Corporation shall (unless otherwise
prevented by law) redeem, at the Corporation's option and upon
the written notice to the holders of the then outstanding shares
of Series A Preferred Stock (which notice shall state the
Corporation's intention to exercise the redemption option set
forth herein as provided in Section 4(b). The redemption price
of shares of the Series A Preferred Stock shall be equal to (a)
the stated value per share of $.90 per share if redeemed prior
to June 30, 1999 plus any accrued but unpaid dividends and (b)
the stated value per share of $.80 per share if redeemed on or
after June 30, 1999 plus any accrued but unpaid dividends.
(b) Notice of any Series A Preferred Stock redemption date and
the redemption option exercisable in connection therewith
pursuant to this Section 4 shall be sent by the Corporation by
first-class certified mail, return receipt requested, postage
prepaid, to the holders of record of shares of Series A
Preferred Stock at their respective addresses as the same shall
appear on the books of the Corporation. Such notice shall be
mailed not less than 30 nor more than 60 days in advance of the
applicable Series A Preferred Stock redemption date. At any
time on or after the Series A Preferred Stock redemption date,
the holders of record of shares of Series A Preferred Stock to
be redeemed on such Series A Preferred Stock redemption date in
accordance with this Section 4 shall be entitled to receive the
applicable redemption price upon actual delivery to the
Corporation or its agents of the certificates representing the
shares to be redeemed. If upon any redemption the assets of the
Corporation available for redemption shall be insufficient to
pay the holders of the shares of Series A Preferred Stock the
full amounts to which they shall be entitled, the holders of
shares of Series A Preferred Stock shall share ratably in any
such redemption according to the respective amounts which would
be payable in respect of such shares to be redeemed to the
holders thereof if all amounts payable on or with respect to
such shares were paid in full.
5. Redemption of Series B Preferred Stock.
(a) Upon the occurrence of (i) a consolidation or merger of
the Corporation with and into any other corporation or
corporations in a transaction in which the common shareholders
of the Corporation receive cash, securities or other
consideration in exchange for the shares of capital stock of the
Corporation then held by them or (ii) the sale of all or
substantially all of the assets of the Corporation, the
Corporation shall (unless otherwise prohibited by applicable
law) redeem, at the option and upon the written notice of
holders of a majority of the then-outstanding shares of Series B
Preferred Stock (the "Majority Series B Holders") (which notice
shall state such holders' intention to exercise the redemption
option set forth herein and the number of shares of Series B
Preferred Stock sought to be redeemed, delivered at least 60,
but not more than 90, days prior to the redemption date) that
number of shares of Series B Preferred Stock specified in the
aforesaid written notice. The redemption price of shares of the
Series B Preferred Stock shall be equal to the amount provided
for in Section 3(a)(i).
(b) Notice of any Series B Preferred Stock redemption date and
the redemption option exercisable in connection therewith
pursuant to this Section 5 shall be sent by the Corporation by
first-class certified mail, return receipt requested, postage
prepaid, to the holders of record of shares of Series B
<PAGE>
Preferred Stock at their respective addresses as the same shall
appear on the books of the Corporation. Such notice shall be
mailed not less than 30 nor more than 60 days in advance of the
applicable Series B Preferred Stock redemption date. At any
time on or after the Series B Preferred Stock redemption date,
the holders of record of shares of Series B Preferred Stock to
be redeemed on such Series B Preferred Stock redemption date in
accordance with this Section 5 shall be entitled to receive the
applicable redemption price upon actual delivery to the
Corporation or its agents of the certificates representing the
shares to be redeemed. If upon any redemption the assets of the
Corporation available for redemption shall be insufficient to
pay the holders of the shares of Series B Preferred Stock the
full amounts to which they shall be entitled, the holders of
shares of Series B Preferred Stock shall share ratably in any
such redemption according to the respective amounts which would
be payable in respect of such shares to be redeemed to the
holders thereof if all amounts payable on or with respect to
such shares were paid in full.
6. Voting Rights.
(a) The holders of shares of Series A Preferred Stock shall
have no voting rights whatsoever, except for any voting rights
to which they may be entitled under the laws of the State of
Florida, provided, however, that if dividends on the Series A
Preferred Stock shall be in arrears for two calendar quarter(s)
and so long as such dividends shall be in arrears, each holder
of shares of Series A Preferred Stock shall be entitled to such
number of votes in respect of such Series A Preferred Stock, as
shall equal the largest whole number of shares of Common Stock
into which such Series A Preferred Stock are then convertible as
provided in Section 7 hereof, to vote on all matters to which
holders of Common Stock shall be entitled to vote, voting
together with the holders of Common Stock as one class.
(b) In addition to the rights specified in Section (c) below,
each holder of shares of Series B Preferred Stock shall be
entitled to such number of votes in respect of such Series B
Preferred Stock, as shall equal the largest whole number of
shares of Common Stock into which such shares of Series B
Preferred Stock are then convertible as provided in Section 8
hereof, to vote on all matters to which holders of Common Stock
shall be entitled to vote, voting together, in the same manner
and with the same effect as such holders of Common Stock as one
class.
(c) The Corporation shall not, without the affirmative consent
or approval of two-thirds of the then outstanding shares of
Series B Preferred Stock (the "Two-Thirds Series B Holders"),
voting as a separate class, given at a meeting called for such
purposes for which notice shall have been given to the holders
of the Series B Preferred Stock:
(i) in any manner authorize, create or issue any class or
series of capital stock in either case (A) ranking, either as to
payment of dividends, distribution of assets or redemption's,
prior to or on a parity with the Series B Preferred Stock, or
(B) which in any manner adversely affects the holders of Series
B Preferred Stock, or authorize, create or issue any shares of
any class or series of any bonds, debentures, notes or other
obligations convertible into or exchangeable for, or having
optional rights to purchase, any shares having any such
preference or priority or so adversely affecting the holders of
Series B Preferred Stock;
(ii) in any manner alter or change the designations, powers,
preferences or rights, or the qualifications, limitations or
restrictions of the Series A Preferred Stock or the Series B
Preferred Stock, provided, that such consent or approval shall
not be required to increase the number of authorized shares of
Series A Preferred Stock and Series B Preferred Stock solely in
order to permit the Corporation to satisfy its obligations to
pay dividends in shares of Series A Preferred Stock and Series B
Preferred Stock pursuant to Section 2(b), as the case may be.
<PAGE>
(iii) reclassify the shares of Common Stock or Series A
Preferred Stock or any other shares or any class or series of
capital stock hereafter created junior to the Series B Preferred
Stock into shares of any class or series of capital stock (A)
ranking, either as to payment of dividends, distribution of
assets or redemption's, prior to on or a parity with the Series
B Preferred Stock, or (B) which in any manner adversely affects
the holders of Series B Preferred Stock;
(iv) engage in any business other than the businesses in
which it is engaged in as of the date hereof or any businesses
or activities substantially similar or related thereto;
(v) merge or consolidate with and into any other person
(other than a wholly-owned subsidiary of the Corporation), or
purchase or acquire the business, of all or substantially all of
the capital stock, other equity interests or assets of any other
person unless in the case of such purchase the aggregate
purchase price including liabilities assumed does not exceed
$500,000; or
(vi) permit the occurrence of a Change of Control (as defined
below). "Change of Control" means (i) the direct or indirect
sale, lease, exchange or other transfer of all or substantially
all of the assets of the Corporation to any person or entity or
group of persons or entities acting in concert as a partnership
or other group (a "Group of Persons") or (ii) the merger or
consolidation of the Corporation with or into another
corporation with the effect that the then existing shareholders
of the Corporation hold less than 50% of the combined voting
power of the then outstanding securities of the surviving
corporation of such merger or the corporation resulting from
such consolidation ordinarily (and apart from rights accruing
under special circumstances) having the right to vote in the
election of directors.
7. Conversion of Series A Preferred Stock.
(a) The holders of Series A Preferred Stock shall have the
right, at such holders' option, at any time or from time to time
to convert such shares of Series A Preferred Stock into such
whole number of fully paid and nonassessable shares of Common
Stock as is equal to the number of fully paid and nonassessable
shares of Common Stock which results from dividing the
"Conversion Price" per share in effect for the Series A
Preferred Stock at the time of conversion into the "Conversion
Value" per share of Series A Preferred Stock. The number of
shares of Common Stock into which the Series A Preferred Stock
is convertible is hereinafter collectively referred to as the
"Conversion Rate" for such series. The initial Conversion Price
(as defined below) per share of the Series A Preferred Stock
shall be $.80, and the Conversion Value (as defined below) per
share of Series A Preferred Stock shall be $.80. The holder of
any shares of Series A Preferred Stock, exercising the aforesaid
right to convert such shares into shares of Common Stock shall
be entitled to receive, in cash, an amount equal to all accrued
dividends with respect to such shares of Series A Preferred
Stock up to and including the respective conversion date of the
Series A Preferred Stock.
(b) Each share of Series A Preferred Stock shall automatically
be converted into shares of Common Stock at the then effective
Conversion Price in accordance with Section 7(a) for such series
if (i) the Corporation's Common Stock Current Market Price (as
defined in Section 9 hereof) shall have traded above 150% of the
then effective Conversion Price of the Series A Preferred Stock
for twenty (20) consecutive trading days commencing after of the
issuance date of such share on any nationally recognized stock
exchange or NASDAQ and (ii) the shares of Common Stock issuable
upon such conversion have been registered under the Securities
Act of 1933, as amended (the "Securities Act"), and may be
freely sold by the holders of such shares under the Securities
Act.
<PAGE>
(c) Before any holder of Series A Preferred Stock shall be
entitled to convert the same into shares of Common Stock, such
holder shall surrender the certificate or certificates therefor,
duly endorsed, at the office of the Corporation or of any
transfer agent for the Series A Preferred Stock, and shall give
written notice to the Corporation at its principal corporate
office, of the election to convert the same and shall state
therein the name or names in which the certificate or
certificates for shares of Common Stock are to be issued. The
Corporation shall, as soon as practicable thereafter, issue and
deliver at such office to such holder of Series A Preferred
Stock, or to the nominee or nominees of such holder, a
certificate or certificates for the number of shares of Common
Stock to which such holder shall be entitled as aforesaid. Such
conversion shall be deemed to have been made immediately prior
to the close of business on the date of such surrender of the
shares of Series A Preferred Stock to be converted, and the
person or persons entitled to receive the shares of Common Stock
issuable upon such conversion shall be treated for all purposes
as the record holder or holders of such shares of Common Stock
as of such date.
(d) In the event the Corporation shall declare a distribution
payable in securities of other persons, evidences of
indebtedness issued by the Corporation or other persons, assets
(excluding cash dividends) or options or rights to the holders
the Corporation's Common Stock, then, in each such case for the
purpose of this subsection 7(d), the holders of the Series A
Preferred Stock shall be entitled to a proportionate share of
any such distribution as though they were the holders of the
number of shares of Common Stock of the Corporation into which
their shares of Series A Preferred Stock are convertible as of
the record date fixed for the determination of the holders of
Common Stock of the Corporation entitled to receive such
distribution.
(e) If at any time or from time to time there shall be a
recapitalization of the Common Stock (other than a subdivision,
combination or merger or sale of assets transaction provided for
elsewhere in this Section 7) provision shall be made so that the
holders of the Series A Preferred Stock shall thereafter be
entitled to receive upon conversion of the Series A Preferred
Stock the number of shares of stock or other securities or
property of the Corporation or otherwise, to which a holder of
Common Stock deliverable upon conversion would have been
entitled on such recapitalization. In any such case,
appropriate adjustment shall be made in the application of the
provisions of this Section 7 with respect to the rights of the
holders of the Series A Preferred Stock after the
recapitalization to the end that the provisions of this Section
7 (including adjustment of the Conversion Price then in effect
and the number of shares issuable upon conversion of the Series
A Preferred Stock) shall be applicable after that event as
nearly equivalent as may be practicable.
(f) The Corporation will not, by amendment of its Amended and
Restated Articles of Incorporation, as amended through the date
of the filing hereof, or through any reorganization,
recapitalization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed hereunder by the
Corporation, but will at all times in good faith assist in the
carrying out of all the provisions of this Section 7 and in the
taking of all such action as may be necessary or appropriate in
order to protect the conversion rights of the holders of the
Series A Preferred Stock against impairment.
(g) If any capital reorganization or reclassification of the
capital stock of the Corporation, or consolidation or merger of
the Corporation with and into another corporation, or the sale
of all or substantially all of its assets to another
corporation, shall be effected while any shares of Series A
Preferred Stock are outstanding in such a manner that holders of
shares of Common Stock shall be entitled to receive stock,
securities or assets with respect to or in exchange for Common
Stock, then, as a condition of such reorganization,
reclassification, consolidation, merger or sale, lawful and
adequate provision shall
<PAGE>
be made whereby each holder of Series A
Preferred Stock shall thereafter have the right to receive upon
the basis and upon the terms and conditions specified herein and
in lieu of the shares of Common Stock immediately theretofore
receivable upon conversion of Series A Preferred Stock, such
shares of stock, securities or assets as may be issued or
payable with respect to or in exchange for a number of
outstanding shares of such Common Stock equal to the number of
shares of such Common Stock immediately theretofore so
receivable had such reorganization, reclassification,
consolidation, merger or sale not taken place, and in such case
appropriate provision shall be made with respect to the rights
and interests of the holders of Series A Preferred Stock to the
end that the provisions hereof (including, without limitation,
provisions for adjustment of the Conversion Price of the Series
A Preferred Stock and of the number of shares of Common Stock
issuable upon conversion thereof) shall thereafter be
applicable, as nearly as may be possible, in relation to any
shares of stock, securities or assets thereafter deliverable
upon the conversion of such shares of Series A Preferred Stock.
The Corporation shall not effect any such consolidation, merger
or sale unless prior to or simultaneously with the consummation
thereof the survivor or successor corporation (if other than the
Corporation) resulting from such consolidation or merger or the
corporation purchasing such assets shall assume by written
instrument executed and mailed or delivered to each holder of
Series A Preferred Stock, the obligation to deliver to such
holders of Series A Preferred Stock such shares of stock,
securities or assets as, in accordance with the foregoing
provisions, such holder of Series A Preferred Stock may be
entitled to receive, and containing the express assumption of
such successor corporation of the due and punctual performance
and observance of every provision of these Articles of
Incorporation to be performed and observed by the Corporation
and of all liabilities and obligations of the Corporation
hereunder with respect to the Series A Preferred Stock.
(h) (i) No fractional shares shall be issued upon the
conversion of any share or shares of the Series A Preferred
Stock, and the number of shares of Common Stock to be issued
shall be rounded to the nearest whole share. In lieu of any
fractional shares to which the holder would otherwise be
entitled, the Corporation shall made a cash payment equal to the
Current Market Price of the Common Stock as of two business days
prior to payment multiplied by such fraction.
(ii) Upon the occurrence of each adjustment or readjustment
of the Conversion Price of Series A Preferred Stock pursuant to
this Section 7, the Corporation, at its expense, shall promptly
compute such adjustment or readjustment in accordance with the
terms hereof and prepare and furnish to each holder of Series A
Preferred Stock a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The Corporation shall,
upon the written request at any time of any holder of Series A
Preferred Stock, furnish or cause to be furnished to such holder
a like certificate setting forth (A) such adjustment and
readjustment, (B) the Conversion Price for such Series A
Preferred Stock at the time in effect, and (C) the number of
shares of Common Stock and the amount, if any, of other property
which at the time would be received upon the conversion of a
share of such Series A Preferred Stock.
(i) In the event of any taking by the Corporation of a record
of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any
right to subscribe for, purchase or otherwise acquire any shares
of stock of any class or any other securities or property, or to
receive any other right, the Corporation shall mail to each
holder of Series A Preferred Stock, at least twenty (20) days
prior to the date specified therein, a notice specifying the
date on which any such record is to be taken for the purpose of
such dividend, distribution or right, and the amount and
character of such dividend, distribution or right.
(j) The Corporation shall at all times reserve and keep
available out of its authorized but unissued shares of Common
Stock, solely for the purpose of effecting the conversion of the
shares of
<PAGE>
the Series A Preferred Stock, such number of its
shares of Common Stock as shall from time to time be sufficient
to effect the conversion of all outstanding shares of the Series
A Preferred Stock; and if at any time the number of authorized
but unissued shares of Common Stock shall not be sufficient to
effect the conversion of all then outstanding shares of the
Series A Preferred Stock, in addition to such other remedies as
shall be available to the holder of such Series A Preferred
Stock, the Corporation will take such corporate action as may,
in the opinion of its counsel, be necessary to increase its
authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purposes, including,
without limitation, engaging in best efforts to obtain the
requisite stockholder approval of any necessary amendment to
these provisions. The Corporation shall pay all documentary,
stamp or other transactional taxes attributable to the issuance
or delivery of shares of capital stock of the Corporation upon
conversion of any shares of Series A Preferred Stock; provided,
however, that the Corporation shall not be required to pay any
taxes which may be payable in respect of any transfer involved
in the issuance or delivery of any certificate for such shares
in a name other than that of the holder of the shares of Series
A Preferred Stock in respect of which such shares are being
issued. All shares of Common Stock which may be issued in
connection with the conversion provisions set forth herein will,
upon issuance by the Corporation, be validly issued, fully paid
and nonassessable and free from all taxes, liens or charges with
respect thereto.
(k) Any notice required by the provisions of this Section 7 to
be given to the holders of shares of Series A Preferred Stock
shall be deemed given if deposited in the United States mail,
postage prepaid, and addressed to each holder of record at his
address appearing on the books of the Corporation.
(l) In the event any shares of Series A Preferred Stock shall
be converted pursuant to Section 7 hereof, the shares so
converted shall be canceled. The Amended and Restated Articles
of Incorporation of the Corporation, as amended, may be
appropriately amended from time to time to effect the
corresponding reduction in the Corporation's authorized capital
stock.
8. Conversion of Series B Preferred Stock.
(a) The holders of Series B Preferred Stock shall have the
right, at such holders' option, at any time or from time to
time, to convert such shares of Series B Preferred Stock into
such whole number of fully paid and nonassessable shares of
Common Stock as is equal to the number of fully paid and
nonassessable shares of Common Stock which results from
multiplying the number of shares of Series B Preferred Stock to
be converted by the "Conversion Value" and dividing the result
by the "Conversion Price" per share in effect for the Series B
Preferred Stock at the time of conversion. The number of shares
of Common Stock into which the Series B Preferred Stock is
convertible is hereinafter collectively referred to as the
"Conversion Rate" for such series. The initial Conversion Price
per share of the Series B Preferred Stock shall be $.80, and the
Conversion Value per share of Series B Preferred Stock shall be
$.80. The holder of any shares of Series B Preferred Stock,
exercising the aforesaid right to convert such shares into
shares of Common Stock shall be entitled to receive, in cash, an
amount equal to all accrued dividends with respect to such
shares of Series B Preferred Stock up to and including the
respective conversion date of the Series B Preferred Stock.
(b) (i) Each share of Series B Preferred Stock shall
automatically be converted into shares of Common Stock at the
then effective Conversion Price for such series in accordance
with Section 8(a) if (i) the Corporation's Common Stock Current
Market Price (as defined in Section 9 hereof) shall have traded
above 350% of the then effective Conversion Price of the Series
B Preferred Stock for twenty (20) consecutive trading days on
any nationally recognized stock exchange or NASDAQ following the
earliest date of the satisfaction of the condition set forth in
Section 8(b)(iii) below, (ii) the average weekly trading volume
of the Corporation's Common Stock during such twenty consecutive
trading is equal to or greater than 150,000 shares of Common
Stock and (iii) the shares of Common Stock to be issued upon
such conversion have been registered under the Securities Act
and may be freely sold by the holders of such shares under the
Securities Act or, if not so registered, all such shares of
Common Stock must be eligible to be sold by the holders pursuant
to Rule 144(k) promulgated under the Securities Act.
(ii) In the event that as a result of litigation arising from
the Securities and Exchange Commission investigation involving
the Corporation existing on the date hereof and the issues
giving rise to such investigation (including but not limited to
any class action or other lawsuits which may be brought by
stockholders of the Corporation) the Corporation becomes subject
to losses, claims, damages, or liabilities and/or incurs legal
expenses defending itself in such a litigation (together,
"Litigation Damages and Expenses") that in the aggregate exceed
$150,000, the Conversion Price of the Series B Preferred Stock
shall be adjusted by reducing the Conversion Price of the Series
B Preferred Stock such that it results in the issuance of
additional shares of Common Stock in an amount equal to the
product of multiplying (i) the fully-diluted ownership
percentage represented by the Series B Preferred Stock (using
the treasury stock method) and (ii) the quotient of dividing (a)
the Litigation Damages and Expenses in excess of $150,000 by (b)
the average bid price of the Corporation's Common Stock over the
twenty (20) days immediately following the initial public
announcement or other disclosure by the Corporation relating to
the final determination of the Litigation Damages and Expenses.
(iii) In the event that the Series B Preferred Stock has not
been redeemed pursuant to Section 5 (a "Section 5 Redemption")
or converted to Common Stock pursuant to Section 8(b) (a
"Section 8(b) Conversion") prior to the fifth anniversary of the
date of the initial issuance of Series B Preferred Stock (the
"Series B Initial Issuance Date"), then at any time thereafter
and prior to the occurrence of either a Section 5 Redemption or
a Section 8(b) Conversion in respect of the Series B Preferred
Stock, the Two-Thirds Series B Holders shall have the option,
upon sixty (60) days written notice to the Corporation, to
adjust the Conversion Price as of such sixtieth (60th) day (the
"Adjusted Conversion Price Date") to a Conversion Price equal to
the lower of the quotient resulting from dividing the average
Current Market Price for the twenty (20) Business Days prior to
(a) the date of the giving of notice by the holders of Series B
Preferred Stock pursuant to Section 8(c)(ii) or (b) the Adjusted
Conversion Price Date by 3.5 (e.g., if the then average Current
Market Price is $.70, then the new Conversion Price would be
$.20) unless prior to the Adjusted Conversion Price Date the
Corporation shall redeem upon twenty (20) days prior written
notice all of the existing Series B Preferred Stock. The Series
B Preferred Stock shall be redeemed at a price equal to $.80 per
share for each share of Series B Preferred Stock then
outstanding, and, in addition, an amount equal to all accrued
but unpaid dividends on each such share of Series B Preferred
Stock as of the date of such payment. A holder of Series B
Preferred Stock may at any time prior to such scheduled
redemption date elect to convert its Series B Preferred Stock
pursuant to Section 8(a).
(c) Before any holder of Series B Preferred Stock shall be
entitled to convert the same into shares of Common Stock, such
holder shall surrender the certificate or certificates therefor,
duly endorsed, at the office of the Corporation or of any
transfer agent for the Series B Preferred Stock, and shall give
written notice to the Corporation at its principal corporate
office, of the election to convert the same and shall state
therein the name or names in which the certificate or
certificates for shares of Common Stock are to be issued. The
Corporation shall, as soon as practicable thereafter, issue and
deliver at such office to such holder of Series B Preferred
Stock, or to the nominee or nominees of such holder, a
certificate or certificates for the number of shares of Common
Stock to which such holder shall be entitled as aforesaid. Such
conversion shall be deemed to have been made immediately prior
to the close of business on the date of such surrender of the
shares of Series B Preferred Stock to be converted, and the
person or persons entitled to receive the shares of Common Stock
issuable upon such conversion shall be treated for all purposes
as the record holder or holders of such shares of Common Stock
as of such date.
<PAGE>
(d) The Conversion Price of the Series B Preferred Stock shall
be subject to adjustment from time to time as set forth below.
(i) If the Corporation shall issue, after the initial
issuance date of the Series B Preferred Stock, any Additional
Stock (as defined below) without consideration or for a
consideration per share less than the Conversion Price for the
Series B Preferred Stock in effect immediately prior to the
issuance of such Additional Stock, the Conversion Price for such
series in effect immediately prior to each such issuance shall
forthwith (except as otherwise provided in this clause (i)) be
reduced to such lower purchase price (or in the case of options
and similar securities, the consideration received for the
option and the consideration to be received upon exercise of
such option) or, if for no consideration, $.01.
(ii) "Additional Stock" as used herein shall mean any shares
of Common Stock issued (or deemed to have been issued) or
rights, warrants, options or other exchangeable securities
convertible into Common Stock (including shares of Common Stock
held in the Corporation's Treasury) by the Corporation after
November 27, 1995 other than:
(a) Common Stock issued or issuable (i) upon conversion of
the Series A Preferred Stock or the Series B Preferred Stock or
(ii) pursuant to any warrant issued to the Argentum Group or its
permitted assigns; and
(b) Common Stock issuable or issued to employees, advisors,
consultants or outside directors of the Corporation directly or
pursuant to the Corporation's stock option plans and restricted
stock plans approved by the Board of Directors of the
Corporation and existing as of November 27, 1995, but only to
the extent of the number of shares of Common Stock authorized to
be issued under such plans as of the date of this Certificate of
Designation.
(iii) Except to the limited extent provided for in subsection
8(e)(viii), no adjustment of such Conversion Price pursuant to
this subsection 8(e) shall have the effect of increasing the
Conversion Price for the Series B Preferred Stock above the
Conversion Price for the Series B Preferred Stock in effect
immediately prior to such adjustment.
(iv) No adjustment in the Conversion Price for the Series B
Preferred Stock shall be required unless such adjustment would
require an increase or decrease of at least one cent ($0.01) in
such price; provided, however, that any adjustments which by
reason of this subsection (iv) are not required to be made shall
be carried forward and taken into account in any subsequent
adjustment required to be made hereunder. All calculations
under this Section 8(e) shall be made to the nearest one cent
($0.01). In the case of the issuance of Common Stock for cash,
the consideration shall be deemed to be the amount of cash paid
therefor before deducting any reasonable discounts, commissions
or other expenses allowed, paid or incurred by the Corporation
for any underwriting or otherwise in connection with the
issuance and sale thereof.
(v) In the case of the issuance of the Common Stock for a
consideration in whole or in part other than cash, the
consideration other than cash shall be deemed to be the fair
value thereof as determined in good faith by the Board of
Directors.
(vi) In the case of the issuance (whether before, on or after
the original issuance date of the Series B Preferred Stock) of
options to purchase or rights to subscribe for Common Stock,
securities by their terms convertible into or exchangeable for
Common Stock or options to purchase
<PAGE>
or rights to subscribe for
such convertible or exchangeable securities, the following
provisions shall apply for all purposes of this Section 8(e):
(a) The aggregate maximum number of shares of Common Stock
deliverable upon exercise (assuming the satisfaction of any
conditions to exercisability, including without limitation, the
passage of time, but without taking into account potential
anti-dilution adjustments) of such options to purchase or rights
to subscribe for Common Stock shall be deemed to have been
issued at the time such options or rights were issued and for a
consideration equal to the consideration (determined in the
manner provided in subsections 8(e)(v) and 8(e)(vi), if any,
received by the Corporation upon the issuance of such options or
rights plus the minimum exercise price provided in such options
or rights (without taking into account potential anti-dilution
adjustments) for the Common Stock covered thereby.
(b) The aggregate maximum number of shares of Common Stock
deliverable upon conversion of or in exchange (assuming the
satisfaction of any conditions to convertibility or
exchangeability, including, without limitation, the passage of
time, but without taking into account potential anti-dilution
adjustments) for any such convertible or exchangeable securities
or upon the exercise of options to purchase or rights to
subscribe for such convertible or exchangeable securities and
subsequent conversion or exchange thereof, shall be deemed to
have been issued at the time such securities were issued or such
options or rights were issued and for a consideration equal to
the consideration, if any, received by the Corporation for any
such securities and related options or rights (excluding any
cash received on account of accrued interest or accrued
dividends), plus the minimum additional consideration, if any,
to be received by the Corporation (without taking into account
potential anti-dilution adjustments) upon the conversion or
exchange of such securities or the exercise of any related
options or rights (the consideration in each case to be
determined in the manner provided in subsections 8(e)(v) and
8(e)(vi).
(c) In the event of any change in the number of shares of
Common Stock deliverable or in the consideration payable to the
Corporation upon exercise of such options or rights or upon
conversion of or in exchange for such convertible or
exchangeable securities (excluding a change resulting solely
from the anti-dilution provisions thereof if such change results
from an event which gives rise to an anti-dilution adjustment
under this subsection 8(e)), the Conversion Price of the Series
B Preferred Stock, to the extent in any way affected by or
computed using such options, rights or securities, shall be
recomputed to reflect such change, but no further adjustment
shall be made for the actual issuance of Common Stock or any
payment of such consideration upon the exercise of any such
options or rights or the conversion or exchange of such
securities.
(d) Upon the expiration of any such options or rights, the
termination of any such rights to convert or exchange or the
expiration of any options or rights related to such convertible
or exchangeable securities, the Conversion Price of the Series B
Preferred Stock, to the extent in any way affected by or
computed using such options, rights or securities or options or
rights related to such securities, shall be recomputed to
reflect the issuance of only the number of shares of Common
Stock (and convertible or exchangeable securities which remain
in effect) actually issued upon the exercise of such options or
rights, upon the conversion or exchange of such securities or
upon the exercise of the options or rights related to such
securities.
(e) The number of shares of Common Stock deemed issued and
the consideration deemed paid therefor pursuant to subsections
8(e)(vi)(A) and 8(e)(vi)(B) shall be appropriately adjusted to
reflect any change, termination or expiration of the type
described in either subsection 8(e)(vi)(C) or 8(e)(vi)(D).
<PAGE>
(vii) In the event the Corporation should at any time or from
time to time after the date of purchase of the Series B
Preferred Stock (the "Series B Purchase Date") fix a record date
for the effectuation of a split or subdivision of the
outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other
distribution payable in additional shares of Common Stock or
Common Stock Equivalents without payment of any consideration by
such holder for the additional shares of Common Stock or the
Common Stock Equivalents (including the additional shares of
Common Stock issuable upon conversion or exercise thereof),
then, as of such record date (or the date of such dividend
distribution, split or subdivision if no record date is fixed),
the Conversion Price of the Series B Preferred Stock shall be
appropriately decreased so that the number of shares of Common
Stock issuable on conversion of each share of such Series B
Preferred Stock shall be increased in proportion to such
increase in the aggregate of shares of Common Stock outstanding
and those issuable with respect to such Common Stock Equivalents.
(viii) If the number of shares of Common Stock outstanding at
any time after the Series B Purchase Date is decreased by a
combination of the outstanding shares of Common Stock, then,
following the record date of such combination, the Conversion
Price for the Series B Preferred Stock shall be appropriately
increased so that the number of shares of Common Stock issuable
on conversion of each share of each series shall be decreased in
proportion to such decrease in outstanding shares.
(e) In the event the Corporation shall declare a distribution
payable in securities of other persons, evidences of
indebtedness issued by the Corporation or other persons, assets
(excluding cash dividends) or options or rights not referred to
in subsection 8(e) to the holders of the Corporation's Common
Stock, then, in each such case for the purpose of this
subsection 8(f), the holders of the Series B Preferred Stock
shall be entitled to a proportionate share of any such
distribution as though they were the holders of the number of
shares of Common Stock of the Corporation into which their
shares of Series B Preferred Stock are convertible as of the
record date fixed for the determination of the holders of Common
Stock of the Corporation entitled to receive such distribution.
(f) If at any time or from time to time there shall be a
recapitalization of the Common Stock (other than a subdivision,
combination or merger or sale of assets transaction provided for
elsewhere in this Section 8 or Section 6(c)) provision shall be
made so that the holders of the Series B Preferred Stock shall
thereafter be entitled to receive upon conversion of the Series
B Preferred Stock the number of shares of stock or other
securities or property of the Corporation or otherwise, to which
a holder of Common Stock deliverable upon conversion would have
been entitled on such recapitalization. In any such case,
appropriate adjustment shall be made in the application of the
provisions of this Section 8 with respect to the rights of the
holders of the Series B Preferred Stock after the
recapitalization to the end that the provisions of this Section
8 (including adjustment of the Conversion Price for the Series B
Preferred Stock then in effect and the number of shares issuable
upon conversion of the Series B Preferred Stock) shall be
applicable after that event as nearly equivalent as may be
practicable.
(g) The Corporation will not, by amendment of its Amended and
Restated Articles of Incorporation, as amended, or through any
reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or
performed hereunder by the Corporation, but will at all times in
good faith assist in the carrying out of all the provisions of
this Section 8 and in the taking of all such action as may be
necessary or appropriate in order to protect the conversion
rights of the holders of the Series B Preferred Stock against
impairment.
(h) If any capital reorganization or reclassification of the
capital stock of the
<PAGE>
Corporation, or consolidation or merger of
the Corporation with and into another corporation, or the sale
of all or substantially all of its assets to another
corporation, shall be effected while any shares of Series B
Preferred Stock are outstanding in such a manner that holders of
shares of Common Stock shall be entitled to receive stock,
securities or assets with respect to or in exchange for Common
Stock, then, as a condition of such reorganization or
reclassification, consolidation, merger or sale, lawful and
adequate provision shall be made whereby each holder of Series B
Preferred Stock shall thereafter have the right to receive upon
the basis and upon the terms and conditions specified herein and
in lieu of the shares of Common Stock immediately theretofore
receivable upon conversion of Series B Preferred Stock, such
shares of stock, securities or assets as may be issued or
payable with respect to or in exchange for a number of
outstanding shares of such Common Stock equal to the number of
shares of such Common Stock immediately theretofore so
receivable had such reorganization or reclassification,
consolidation, merger or sale not taken place, and in such case
appropriate provision shall be made with respect to the rights
and interests of the holders of Series B Preferred Stock to the
end that the provisions hereof (including, without limitation,
provisions for adjustment of the Conversion Price of the Series
B Preferred Stock and of the number of shares of Common Stock
issuable upon conversion thereof) shall thereafter be
applicable, as nearly as may be possible, in relation to any
shares of stock, securities or assets thereafter deliverable
upon the conversion of such shares of Series B Preferred Stock.
The Corporation shall not effect any such consolidation, merger
or sale unless approved by the holders of Series B Preferred
Stock as provided in Section 6(c) and prior to or simultaneously
with the consummation thereof the survivor or successor
corporation (if other than the Corporation) resulting from such
consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed or
delivered to each holder of Series B Preferred Stock, the
obligation to deliver to such holders of Series B Preferred
Stock such shares of stock, securities or assets as, in
accordance with the foregoing provisions, such holder of Series
B Preferred Stock may be entitled to receive, and containing the
express assumption of such successor corporation of the due and
punctual performance and observance of every provision of these
Articles of Incorporation to be performed and observed by the
Corporation and of all liabilities and obligations of the
Corporation hereunder with respect to the Series B Preferred
Stock.
(i) (i) No fractional shares shall be issued upon the
conversion of any share or shares of the Series B Preferred
Stock, and the number of shares of Common Stock to be issued
shall be rounded to the nearest whole share. In lieu of any
fractional shares to which the holder would otherwise be
entitled, the Corporation shall made a cash payment equal to the
Current Market Price of the Common Stock as of two business days
prior to payment multiplied by such fraction.
(ii) Upon the occurrence of each adjustment or readjustment of
the Conversion Price of Series B Preferred Stock pursuant to
this Section 8, the Corporation, at its expense, shall promptly
compute such adjustment or readjustment in accordance with the
terms hereof and prepare and furnish to each holder of Series B
Preferred Stock a statement, signed by its independent certified
public accountants, setting forth such adjustment or
readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The Corporation shall,
upon the written request at any time of any holder of Series B
Preferred Stock, furnish or cause to be furnished to such holder
a like certificate setting forth (A) such adjustment and
readjustment, (B) the Conversion Price for such Series B
Preferred Stock at the time in effect, and (C) the number of
shares of Common Stock and the amount, if any, of other property
which at the time would be received upon the conversion of a
share of such Series B Preferred Stock.
(j) In the event of any taking by the Corporation of a record
of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any
right to subscribe for, purchase or otherwise acquire any shares
of stock of any class or any other securities or property, or to
receive any other right,
<PAGE>
the Corporation shall mail to each
holder of Series B Preferred Stock, at least twenty (20) days
prior to the date specified therein, a notice specifying the
date on which any such record is to be taken for the purpose of
such dividend, distribution or right, and the amount and
character of such dividend, distribution or right.
(k) The Corporation shall at all times reserve and keep
available out of its authorized but unissued shares of Common
Stock, solely for the purpose of effecting the conversion of the
shares of the Series B Preferred Stock, such number of its
shares of Common Stock as shall from time to time be sufficient
to effect the conversion of all outstanding shares of the Series
B Preferred Stock; and if at any time the number of authorized
but unissued shares of Common Stock shall not be sufficient to
effect the conversion of all then outstanding shares of the
Series B Preferred Stock, in addition to such other remedies as
shall be available to the holder of such Series B Preferred
Stock, the Corporation will take such corporate action as may,
in the opinion of its counsel, be necessary to increase its
authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purposes, including,
without limitation, engaging in best efforts to obtain the
requisite stockholder approval of any necessary amendment to
these provisions. The Corporation shall pay all documentary,
stamp or other transactional taxes attributable to the issuance
or delivery of shares of capital stock of the Corporation upon
conversion of any shares of Series B Preferred Stock; provided,
however, that the Corporation shall not be required to pay any
taxes which may be payable in respect of any transfer involved
in the issuance or delivery of any certificate for such shares
in a name other than that of the holder of the shares of Series
B Preferred Stock in respect of which such shares are being
issued. All shares of Common Stock which may be issued in
connection with the conversion provisions set forth herein will,
upon issuance by the Corporation, be validly issued, fully paid
and nonassessable and free from all taxes, liens or charges with
respect thereto.
(l) Any notice required by the provisions of this Section 8 to
be given to the holders of shares of Series B Preferred Stock
shall be deemed given if deposited in the United States mail,
postage prepaid, and addressed to each holder of record at his
address appearing on the books of the Corporation.
(m) In the event any shares of Series B Preferred Stock shall
be converted pursuant to Section 8 hereof, the shares so
converted shall be canceled. The Amended and Restated Articles
of Incorporation of the Corporation, as amended, may be
appropriately amended from time to time to effect the
corresponding reduction in the Corporation's authorized capital
stock.
9. Definitions. The term "Current Market Price" at any date of
one share of Common Stock means the daily closing price on the
day before the day in question. The closing price shall be the
last reported sales price regular way or, in case no such
reported sales took place on such day, the average of the last
reported bid and asked prices regular way, in either case on the
principal national securities exchange on which the common stock
is listed or admitted to trading (or if the common stock is not
at the time listed or admitted for trading on any such exchange,
then such price as shall be equal to the average of the last
reported bid and asked prices, as reported by the National
Association of Securities Dealers Automated Quotations Systems
("NASDAQ") on such day, or if, on any day in question, the
security shall not be quoted on the NASDAQ, then such price
shall be equal to the last reported bid and asked prices on such
day as reported by the National Quotation Bureau, Inc. or any
similar reputable quotation and reporting service, if such
quotation is not reported by the National Quotation Bureau,
Inc.).
3. The foregoing resolution was duly adopted by the Board of
Directors of the Corporation on July 1, 1996.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
IN WITNESS WHEREOF, the undersigned Director of this Corporation
has executed these Articles of Incorporation on July 1 , 1996.
DHT FLORIDA, INC.
By: \S\MITCHEL J. LASKEY
MITCHEL J. LASKEY, Director
<PAGE>
BY LAWS
OF
DHT FLORIDA, INC.
a Florida corporation
ARTICLE I. MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the
shareholders of the corporation for the election of directors
and the transaction of such other business as may properly come
before the meeting shall be held during the month following the
close of each fiscal year, at a time and place to be determined
by the president or board of directors. If the annual meeting
is not held, by oversight or otherwise, a special meeting shall
be held as soon as practical, and any business transacted or
election held at that meeting shall be as valid as if transacted
or held at the annual meeting.
Section 2. Special Meetings. Special meetings of the
shareholders for any purpose shall be held when called by the
president or the board of directors or when requested in writing
by the holder or holders of not less than ten percent of all the
shares entitled to vote at the meeting. A meeting requested by
the Shareholders shall be called for a date not less than ten
nor more than sixty days after the request is made, unless the
shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the
president, the board of directors, or the shareholders
requesting the meeting designate another person to do so. The
shareholders at a special meeting may transact only business
that is related to the purposes stated in the notice of the
meeting.
Section 3. Place. Meetings of shareholders may be held either
within or outside the State of Florida.
Section 4. Notice. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting
and, in the case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered to each
shareholder of record entitled to vote at the meeting, not less
than ten nor more than sixty days before the date set for the
meeting, either personally or by first class mail, by or at the
direction of the president, the secretary, or the officer or
other persons calling the meeting. If mailed, the notice is
effective when it is deposited in the United States mail,
postage prepaid, addressed to the shareholder at his address as
it appears on the records of the corporation. This notice shall
be sufficient for that meeting and any adjournment of the
meeting if the time and place to which the meeting is adjourned
are announced at the meeting at which the adjournment is taken
and if after adjournment, the board does not fix a new record
date for the adjourned meeting. If any shareholder transfers any
of his stock after notice is given, it shall not be necessary to
notify the transferee.
Section 5. Waivers of Notice. Whenever any notice is required
to be given to any shareholder of the corporation under these
bylaws, the articles of incorporation, or the Florida General
Corporation Act, a written waiver of notice signed at any time
by the person entitled to that notice shall be equivalent to
giving the notice. Attendance by a shareholder entitled to vote
at a meeting, in person or by proxy, constitutes a waiver of
notice of the meeting, except when the shareholder attends a
meeting for the purpose, expressed at the beginning of the
meeting, of objecting to the transaction of any business because
the meeting is not
<PAGE>
lawfully called or convened.
Section 6. Closing of Transfer Books or Fixing of Record Date.
For the purpose of determining shareholders entitled to payment
of any dividend or to receive notice of or to vote at any
meeting of shareholders or any adjournment of any meeting or in
order to make a determination of shareholders for any other
purpose, the board of directors may provide that the stock
transfer books shall be closed for a period not to exceed sixty
days. If the stock transfer books are closed for the purpose of
determining shareholders entitled to notice or to vote at a
meeting of shareholders, they shall be closed for at least ten
days immediately preceding that meeting. Instead of closing the
stock transfer books, the board of directors may fix in advance
a date as the record date for the determination of shareholders,
but that date shall never be more than sixty days nor, in case
of a meeting of shareholders, less than ten days prior to the
date on which the action requiring the determination of
shareholders, the date on which either notice of the meeting is
mailed or the resolution of the board of directors declaring a
dividend or authorizing the action that requires a determination
of shareholders is adopted shall be the record date for the
determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has
been made as provided in this section, the determination shall
apply to any adjournment of the meeting, unless the board of
directors fixes a new record date for the adjourned meeting.
Section 7. Voting Record. At least ten days before each meeting
of shareholders, the officer or agent having charge of the stock
transfer books for shares of the corporation shall make a
complete list of the shareholders entitled to vote at the
meeting or any adjournment of the meeting, stating each
shareholder's address and the number, class, and series of
shares that he holds. This list shall be kept on file for ten
days before the meeting at the corporation's registered office
or principal place of business or at the office of its transfer
agent or registrar, and any shareholder may inspect the list
anytime during usual business hours. The list also shall be
produced and kept open at the time and place of the meeting, and
any shareholder may inspect it anytime during the meeting.
If the requirements of this section have not been substantially
complied with, the meeting shall be adjourned upon the demand of
any shareholder, in person or by proxy, until the requirements
are complied with. If no demand is made, failure to comply with
the requirements of this section does not affect the validity of
any action taken at the meeting.
Section 8. Shareholder Quorum and Voting. A majority of the
shares entitled to vote, represented in person or by proxy,
constitutes a quorum at a meeting of shareholders. When an item
of business must be voted on by a class or series of stock, a
majority of the shares of that class or series constitutes a
quorum for the transaction of that business by that class or
series.
If a quorum is present, the affirmative vote of the majority of
the shares represented at the meeting and entitled to vote on
the matter is the act of the shareholders unless otherwise
provided by law.
After a quorum has been established at a shareholders' meeting,
a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number
required for a quorum does not affect the validity of any action
taken at or adjournment of the meeting.
Section 9. Voting of Shares. Every shareholder entitled to vote
at a meeting of shareholders is entitled, upon each proposal
presented to the meeting, to one vote for each share of voting
stock recorded in his name on the books of the corporation on
the record date fixed as provided in Article I, Section 6 of
these bylaws. A shareholder may vote either in person or by
proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. Treasury shares, shares of stock
of this corporation owned by
<PAGE>
another corporation the majority of
the voting stock of which is owned or controlled by this
corporation, and shares of this corporation that it holds in a
fiduciary capacity shall not be voted, directly or indirectly,
at any meeting and shall not be counted in determining the total
number of outstanding shares.
The chairman of the board, the president, any vice president,
the secretary, and the treasurer of a corporate shareholder, in
that order, are presumed to possess authority to vote shares
standing in the name of the corporate shareholder in the absence
of a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the
shares. Proof of that designation shall be made by presentation
of a certified copy of the bylaws or other instrument of the
corporate shareholder.
Shares held by an administrator, executor, guardian, or
conservator may be voted by him, either in person or by proxy,
without a transfer of those shares into his name. A trustee may
vote, either in person or by proxy, shares standing in his name,
but no trustee may vote any shares that are not transferred into
his name. If he is authorized to do so by an appropriate order
of the court by which he was appointed, a receiver may vote
shares standing in his name or held by or under his control
without a transfer of those shares into his name. A shareholder
whose shares are pledged may vote those shares until the shares
have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote
the shares transferred, unless the instrument creating the
pledge provides otherwise.
Section 10. Proxies. A shareholder entitled to vote at a
meeting of shareholders or to express consent or dissent without
a meeting or a shareholder's duly authorized attorney-in-fact
may authorize one or more persons to act for him by proxy. To
be effective, a proxy must be signed by the shareholder or his
attorney-in-fact. A proxy granting authority to vote shares that
are registered in the names of multiple owners is effective only
if each record owner signs it. A proxy is not valid after
eleven months from its date unless it provides otherwise. A
proxy is revocable at the pleasure of the shareholder executing
it, except as otherwise provided by law. A proxy holder's
authority to act is not revoked by the incompetence or death of
the shareholder who executed the proxy unless, before the
authority is exercised, the corporate officer responsible for
maintaining the list of shareholders receives written notice of
an adjudication of incompetence or death.
If a proxy for the same shares confers authority on two or more
persons and does not otherwise indicate how the shares should be
voted, a majority of those proxies who are present at the
meeting (or a single proxy holder if only one is present) may
exercise all the powers conferred by the proxy, but if the proxy
holders present at the meeting are equally divided as to the
manner of voting in any case, the voting of the shares subject
to the proxy shall be prorated. If a proxy expressly provides,
the proxy holder may appoint in writing a substitute to act in
his place.
Section 11. Action by Shareholders Without a Meeting. Any
action required by law, these bylaws, or the articles of
incorporation of this corporation to be taken at an annual or
special meeting of shareholders of the corporation or any action
that may be taken at any annual or special meeting of the
shareholders may be taken without a meeting, without prior
notice, and without a vote, if a written consent, setting forth
the action taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be
necessary to authorize or take that action at a meeting at which
all shares entitled to vote on the matter were present and
voted. All shareholders need not sign the same document. If any
class of shares is entitled to vote as a class, written consent
required is of both (a) the holders of a majority of the shares
of each class of shares entitled to vote as a class, and (b) the
total shares entitled to vote on the matter.
Within ten days after the shareholders authorize an action by
written consent, written notice shall
<PAGE>
be given to the shareholders who did not consent. The notice shall fairly
summarize the material features of the authorized action and, if
the action is a merger, consolidation, or sale or exchange of
assets for which dissenters' rights are provided under the
Florida General Corporation Act, the notice shall contain a
clear statement of the right of the dissenting shareholders to
be paid the fair value of their shares upon compliance with the
other provisions of the Act concerning the rights of dissenting
shareholders.
Section 12. Voting Trusts. Any number of shareholders of this
corporation may create a voting trust in the manner provided by
law for the purpose of conferring upon the trustee or trustees
the right to vote or otherwise represent their shares. When the
counterpart of a voting trust agreement and a copy of the record
of the holders of voting trust certificates are deposited with
the corporation as provided by law, those documents shall be
subject to the same right of examination by a shareholder of the
corporation, in person or by agent or attorney, as are the books
and records of the corporation, and the counterpart and the copy
of the record shall be subject to examination by any holder of
record of voting trust certificates, either in person or by
agent or attorney, at any reasonable time for any proper
purpose.
Section 13. Shareholders Agreements. Two or more shareholders
of this corporation may enter into an agreement providing for
the exercise of voting rights in the manner provided in the
agreement or relating to any phase of the affairs of the
corporation, in the manner and to the extent provided by law.
The agreement shall not impair the right of this corporation to
treat a shareholder of record as entitled to vote the shares as
standing in his name.
ARTICLE II. DIRECTORS
Section 1. Function. The business of this corporation shall be
managed and its corporate powers exercised by the board of
directors.
Section 2. Number. The corporation shall have two directors
initially. The number of directors may be increased or
decreased from time to time by the holders of a majority of the
outstanding shares of the corporation at any regular or special
meeting of shareholders, but no decrease shall have the effect
of shortening the term of an incumbent director (unless the
shareholders remove the director), nor shall there ever be less
than one director.
Section 3. Qualification. Each director must be an adult, but
need not be a resident of Florida or a shareholder of the
corporation.
Section 4. Election and Term. Each person named in the articles
of incorporation as a member of the initial board of directors
shall hold office until the first annual meeting of shareholders
and until his successor has been elected and qualified or until
his earlier death, resignation, or removal from office. At each
annual meeting of shareholders, the shareholders shall elect
directors to hold office until the next annual meeting. Each
director shall hold office for the term for which he is elected
and until is successor has been elected and qualified of until
his earlier death, resignation, or removal from office.
Section 5. Compensation. The board of directors has authority
to fix the compensation of the directors as directors and as
officers.
Section 6. Duties of Directors. A director shall perform his
duties as a director, including his duties as a member of any
committee of the board upon which he serves, in good faith, in a
manner he reasonably believes to be in the best interests of the
corporation, and with such care as an ordinarily
<PAGE>
prudent person in a similar position would use under similar circumstances.
In performing his duties, a director may rely on information,
opinions, reports, or statements, including financial statements
and other financial data, prepared or presented by the following:
(a) one or more officers or employees of the corporation whom
the director reasonably believes to be reliable and competent in
the matters presented;
(b) counsel, public accountants, or other persons as to
matters that the director reasonably believes to be within that
person's professional or expert competence; or
(c) a committee of the board upon which he does not serve and
which he reasonably believes to merit confidence, as to matters
within the authority designated by it by the articles of
incorporation or the bylaws.
A director shall not be considered as acting in good faith if
he has knowledge concerning the matter in question that would
cause the reliance described above to be unwarranted. A person
who performs his duties in compliance with this section shall
have no liability because of his being or having been a director
of the corporation.
Section 7. Presumption of Assent. A director of the corporation
who is present at a meeting of the board of directors at which
action on any corporate matter is taken is presumed to have
assented to the action unless he votes against it or expressly
abstains from voting on it. The secretary of the meeting shall
record each abstention in the minutes of the meeting.
Section 8. Vacancies. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any
vacancy created by an increase in the number of directors, may
be filled by the affirmative vote of a majority of the remaining
directors, even though it is less than a quorum of the board of
directors. A director elected to fill a vacancy shall hold
office only until the next election of directors by the
shareholders.
Section 9. Removal of Directors. At a meeting of shareholders
called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an
election of directors, may remove any director or the entire
board of directors, with or without cause, and fill any
vacancies created by the removal.
Section 10. Quorum and Voting. A majority of the full board of
directors constitutes a quorum for the transaction of business.
The act of the majority of the directors present at a meeting at
which a quorum is present is the act of the board of directors.
Section 11. Executive and Other Committees. The board of
directors, by resolution adopted by a majority of the full board
of directors, may designate from among its members an executive
committee and one or more other committees, each of which, to
the extent provided in the resolution, shall have and may
exercise all the authority of the board of directors, except
that no committee shall have the authority to:
(a) approve or recommend to shareholders actions or proposals
required by law to be approved by shareholders,
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(b) designate candidates for the office of director, for
purposes of proxy solicitation or otherwise,
(c) fill vacancies on the board of directors or any committee
of the board,
(d) amend the bylaws,
(e) authorize or approve the reacquisition of shares unless
pursuant to a general formula or method specified by the board
of directors, or
(f) authorize or approve the issuance or sale of shares or any
contract to issue or sell shares, or designate the terms of a
series or class of shares, except as may be provided by the
Florida General Corporation Act.
The board of directors, by resolution adopted according to
this section, may designate one or more directors as alternate
members of any committee, who may act in the place of any absent
member at any meeting of that committee.
Section 12. Place of Meetings. Regular and special meetings by
the board of directors may be held within or outside the State
of Florida.
Section 13. Regular Meetings. A regular meeting of the board of
directors shall be held without notice other than this bylaw
immediately after, and at the same place as, the annual meeting
of shareholders. The board of directors may provide, by
resolution, the time and place for the holding of additional
regular meetings without notice other than that resolution.
Section 14. Special Meetings. Special meetings of the board of
directors may be called by or at the request of the president or
any director.
Section 15. Notice of Meetings. Written notice of the time and
place of special meetings of the board of directors shall be
given to each director by either personal delivery or
first-class United States mail, telegram, or cablegram at least
two days before the meeting.
Notice of a meeting of the board of directors need not be given
to any director who signs a waiver of notice before, during, or
after the meeting. Attendance of a director at a meeting
constitutes a waiver of notice of that meeting and waiver of all
objections to the time and place of the meeting, and the manner
in which it was called or convened, except when the director
attends the meeting solely to object, at the beginning of the
meeting, to the transaction of business because the meeting is
not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the board of directors need be
specified in the notice or waiver of notice of that meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to
another time and place. Notice of any adjourned meeting shall
be given to the directors who were not present at the time of
the adjournment and, unless the time and place of the adjourned
meeting are announced at the time of the adjournment, to the
other directors.
Section 16. Method of Meeting. Members of the board of
directors may participate in a meeting
<PAGE>
of the board by means of a conference telephone or similar communications
equipment by which all persons participating in the meeting can hear each
other at the same time. Participation by such means constitutes
presence in person at a meeting.
Section 17. Action Without a Meeting. Any action required to be
taken at a meeting of the directors, or any action that may be
taken at a meeting of the directors or a committee of the
directors, may be taken without a meeting if a written consent,
setting forth the action to be taken and signed by all the
directors or committee members, is filed in the minutes of the
proceedings of the board or the committee before the action is
taken. All directors need not sign the same document. A
unanimous, written consent has the same effect as a unanimous
vote.
Section 18. Director Conflicts of Interest. No contract or
other transaction between this corporation and one or more of
its directors or any other corporation, firm, association or
entity in which one or more of the directors are directors or
officers or are financially interested, shall be either void or
voidable because of that relationship or interest or because the
director or directors are present at the meeting of the board of
directors or a committee that authorizes, approves, or ratifies
the contract or transaction or because his or their votes are
counted for that purpose, if:
(a) The existence of the relationship or interest is disclosed
or known to the board of directors or committee that authorizes,
approves, or ratifies the contract or transaction by a vote or
consent sufficient for the purpose, without counting the votes
and consents of the interested directors; or
(b) The existence of the relationship or interest is disclosed
or known to the shareholders entitled to vote and they
authorize, approve, or ratify the contract or transaction by
vote or written consent; or
(c) The contract or transaction is fair and reasonable to the
corporation at the time it is authorized by the board, a
committee, or the shareholders.
Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the board of directors
or a committee that authorizes, approves, or ratifies the
contract or transaction.
ARTICLE III. OFFICERS
Section 1. Officers. The officers of the corporation shall
consist of a president, a secretary, and a treasurer, and may
include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers
shall be elected initially by the board of directors at the
organization meeting of directors and, after that, at the first
meeting of the board following the annual meeting of the
shareholders each year. The board from time to time may elect
or appoint other officers, assistant officers, and agents, who
shall have such authority and perform such duties as the board
prescribes. Each officer shall hold office until his successor
is appointed and has qualified or until his earlier death,
resignation, or removal from office. One person may hold any two
or more offices. The failure to elect a president, secretary,
or treasurer shall not affect the existence of the corporation.
Section 2. President. The president is the chief executive
officer of the corporation. Subject to the directions of the
board of directors, he has general and active management of the
business and affairs of the corporation, may sign certificates
of stock, bonds, deeds and contracts for the corporation, and
shall preside at all meetings of the shareholders and board of
directors.
<PAGE>
Section 3. Vice Presidents. Each vice president has the powers
and shall perform the duties that the board of directors or the
president prescribes. Unless the board otherwise provides, if
the president is absent or unable to act, the vice president who
has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may
exercise all the powers of the president. Unless the board
otherwise provides, any vice president may sign bonds, deeds,
and contracts for the corporation and, with the secretary or
assistant secretary, may sign certificates for shares of stock
of the corporation.
Section 4. Secretary. The secretary shall (a) keep the minutes
of the proceedings of the shareholders and the board of
directors in one or more books provided for that purpose, (b)
see that all notices are duly given according to the relevant
provisions of these bylaws or as required by law, (c) maintain
custody of the corporate records and seal, attest the signatures
of officers who execute documents on behalf of the corporation,
and affix the seal to all documents that are executed on behalf
of the corporation under its seal, (d) keep a register of each
shareholder's mailing address that the shareholder furnishes to
the secretary, (e) sign with the president or a vice president
certificates for shares of stock of the corporation, the
issuance of which has been authorized by resolution of the board
of directors, (f) have general charge of the stock transfer
books of the corporation, and (g) in general perform all duties
incident to the office of secretary and such other duties as the
president or the board of directors from time to time
prescribes.
Section 5. Treasurer. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of
the corporation, (b) receive and give receipts for all moneys
due and payable to the corporation and deposit all moneys in the
name of the corporation in the banks, trust companies, or other
depositaries selected by the board of directors, and (c) in
general perform all the duties incident to the office of
treasurer and such other duties and the president or the board
of directors from time to time assigns to him. If required by
the board of directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such
sureties as the board of directors determines.
Section 6. Removal of Officers. An officer or agent elected or
appointed by the board of directors may be removed by the board
whenever in its judgment his removal would serve the best
interests of the corporation. Removal shall be without prejudice
to any contract rights of the person removed. The mere
appointment of any person as an officer, agent, or employee of
the corporation does not create any contract rights. The board
of directors may fill a vacancy in any office.
Section 7. Salaries. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be
prevented from receiving a salary merely because he is also a
director of the corporation.
ARTICLE IV. INDEMNIFICATION
Any person, or his heirs, or personal representative who is
made or threatened to be made a party to any threatened,
pending, or completed action or proceeding, whether civil,
criminal, administrative, or investigative, because he or his
testator or intestate is or was a director, officer, employee,
or agent of this corporation or serves or served any other
corporation or enterprise in any capacity at the request of this
corporation, shall be indemnified by this corporation, and this
corporation may advance his related expenses, to the full extent
permitted by law. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which
the person or his heirs, or personal representative may be
entitled. The corporation may, upon the affirmative vote of a
majority of its board of directors, purchase insurance
<PAGE>
for the purpose of indemnifying these persons. The insurance may be for
the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
Section 1. Issuance. Every shareholder of this corporation is
entitled to have a certificate, evidencing all shares to which
he is entitled. No certificate shall be issued for any share
until the share is fully paid.
Section 2. Form. Certificates evidencing shares in this
corporation shall be signed by the president or a vice president
and the secretary or an assistant secretary and may be sealed
with the seal of this corporation or a facsimile of the seal.
The signatures of the foregoing officers may be facsimiles if
the certificate is manually signed on behalf of a transfer agent
or a registrar, other than the corporation or an employee of the
corporation. If, before the certificate is issued, any officer
holder who signed or whose facsimile signature has been placed
on the certificate ceases to hold that office, the certificate
may be issued and will be as effective as if that person were an
officer at the date of issuance.
Every certificate evidencing shares that are restricted as to
the sale, disposition, or other transfer shall (a) bear a legend
stating that those shares are restricted as to transfer and (b)
summarize, or state that the corporation will furnish to any
shareholder, upon request and without charge, a full statement
of, those restrictions.
Every certificate evidencing shares shall state on its face (a)
the name of the corporation, (b) that the corporation is
organized under the laws of Florida, (c) the name of the person
or persons to whom the shares are issued, (d) the number and
class of shares, (e) the designation of the series, if any, that
the certificate evidences, and (f) the par value of each share
evidenced by the certificate or a statement that the shares have
no par value.
Section 3. Transfer. No transfer of shares is valid against
this corporation unless made in accordance with the share
transfer restrictions provided in Article VI of these bylaws and
until it has been registered on the corporation's stock transfer
books and the person named in the certificate as the
shareholder, or his attorney-in-fact so constituted in writing,
has surrendered the certificate to the corporation appropriately
endorsed for transfer.
Section 4. Lost, Stolen, or Destroyed Certificates. The
corporation may issue a new certificate in the place of any
certificate previously issued if the holder of record of the
corporation (a) makes proof in affidavit form that it has been
lost, destroyed, or wrongfully taken, (b) requests the issuance
of a new certificate before the corporation has notice that the
certificate has been acquired by a purchaser for value in good
faith and without notice of any adverse claim, (c) if requested
by the corporation, gives bond in such form as the corporation
directs, to indemnify the corporation, the transfer agent, and
the registrar against any claim that may be made because of the
alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the
corporation.
<PAGE>
ARTICLE VI. BOOKS AND RECORDS
Section 1. Records Required. This corporation shall keep
correct and complete books and records of account and minutes of
the proceedings of its shareholders, board of directors, and
committees of directors, and shall keep at its registered office
or principal place of business, or at the office of its transfer
agent or registrar, a record of its shareholders, giving the
names and addresses of all shareholders, and the number, class
and series, if any, of the shares held by each.
Section 2. Form. The corporation's books, records, and minutes
may be written or kept in any other form capable of being
converted into writing within a reasonable time.
Section 3. Inspection. Upon written demand, stating his
purpose, any person who has been a holder of record of either
shares or voting trust certificates representing shares of this
corporation for at least six months immediately preceding his
demand or who is the holder of record of, or the holder of
record of voting certificates for, at least five percent of the
outstanding shares of any class or series of this corporation
may examine, in person or by agent or attorney, at any
reasonable time for any proper purpose, its relevant minutes,
books and records of accounts, and records of shareholders and
make extracts from them. This right of inspection does not
extend to any person who is not acting in good faith or for a
proper purpose in making his demand or who, within two years,
has (a) sole or offered for sale any list of shareholders or
holders of voting trust certificates for shares of this or any
other corporation, (b) aided or abetted any person in obtaining
a list of shareholders or holders of voting trust certificates
for that purpose, or (c) improperly used any information secured
through any prior examination of the minutes, books and records
of account, or record of shareholders or holders of voting trust
certificates for shares of this or any other corporation.
Section 4. Financial Reports. Unless modified by resolution of
the shareholders, not later than four months after the close of
each fiscal year, this corporation shall prepare a balance sheet
showing in reasonable detail the financial condition of the
corporation as of the close of its fiscal year and a profit and
loss statement showing the results of its operation during its
fiscal year. These balance sheets and profit and loss
statements shall be (a) filed in the registered officer of the
corporation in Florida, (b) kept for at least five (5) years,
and (c) subject to inspection during business hours by any
shareholder or holder of voting trust certificates, in person or
by agent. The corporation shall mail a copy of the most recent
balance sheet and profit and loss statement to any shareholder
or holder of voting trust certificates for shares of the
corporation, upon his written request.
ARTICLE VII. DIVIDENDS
The board of directors from time to time may declare, and the
corporation may pay, dividends on the corporation's outstanding
shares in the manner and upon the terms and conditions provided
by law.
ARTICLE VIII. SEAL
The corporate seal shall have the name of the corporation and
the word "seal" inscribed on it, and may be a facsimile,
engraved, printed, or impression seal.
<PAGE>
ARTICLE IX. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by a majority vote of the full board of
directors or by a vote of the holders of a majority of the
issued and outstanding shares entitled to vote, but the board of
directors may not amend or repeal any bylaw adopted by the
shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors.
