Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 28, 1998.
Triton Acquisition Corporation
(Exact name or registrant as specified in its charter)
Nevada 2-297360-A 59-2091510
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
211 West Wall Street, Midland, Texas 79701
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (915) 682-1761
Triton Asset Management, Inc.
(Former name or address, if changed since last report) Identification No.)
<PAGE>
Item 5. Other Events.
Change of State of Incorporation.
Effective December 28, 1998, the Company changed its state of incorporation from
Florida to Nevada. Pursuant to a Plan and Agreement of Merger (the "Merger")
between Triton Asset Management, Inc., a Florida corporation ("Old Triton"), and
the Company (Triton Acquisition Corporation), Old Triton merged into the Company
and ceased its existence. On June 10, 1998, the shareholders of Old Triton and
the Company duly approved the change-of-state-of-incorporation Merger, pursuant
to the corporate laws of the States of Florida and Nevada, respectively.
Change of Name.
Pursuant to the Merger, effective December 28, 1998, the Company's name changed
from Triton Asset Management, Inc. to Triton Acquisition Corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: February 4, 1999.
TRITON ACQUISITION CORPORATION
By: /s/ Glenn A. Little
---------------
Glenn A. Little
President
INDEX OF EXHIBITS
Exhibit # Description of Document
2.1 Plan and Agreement of Reorganization, between Triton Asset
Management, Inc., a Florida corporation, and Triton Acquisition
Corporation, a Nevada corporation.
3.1 Articles of Incorporation of Triton Acquisition Corporation
3.2 Bylaws of Triton Acquisition Corporation
3.3 Articles of Merger, as filed with the Secretary of State of
Nevada on December 28, 1998.
3.4 Articles of Merger, as filed with the Secretary of State of
Florida on December 28, 1998
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EXHIBIT 2.1
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AGREEMENT OF MERGER AND
PLAN OF MERGER AND REORGANIZATION
Agreement of Merger and Plan of Merger and Reorganization dated April 23, 1998,
by and between Triton Asset Management, Inc., a Florida corporation
("Triton-Florida"), and Triton Acquisition Corporation, a Nevada corporation
("Triton-Nevada") (hereinafter, Triton-Florida and Triton-Nevada being called
the "Constituent Corporations").
WHEREAS:
1. The Boards of Directors of Triton-Florida and Triton-Nevada have
resolved that Triton-Florida be merged (hereinafter called the "Merger") under
and pursuant to the Nevada Statutes Revised and the Florida Business Corporation
Act into a single corporation existing under the laws of the State of Nevada, to
wit, Triton-Nevada, which shall be the surviving corporation (such corporation
in its capacity as such surviving corporation being sometimes referred to herein
as the "Surviving Corporation") in a transaction qualifying as a reorganization
within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986,
as amended;
2. The authorized capital stock of Triton-Florida consists of 100,000,000
shares of capital stock with a par value of $.02 per share (hereinafter called
"Triton-Florida Stock"), 7,950,000 shares of which are issued and outstanding;
3. The authorized capital stock of Triton-Nevada consists of (a)
100,000,000 shares of common stock with a par value of $.0001 per share
(hereinafter called "Triton- Nevada Stock"), 1,000 shares of which are issued
and outstanding, and (b) 10,000,000 shares of preferred stock with a par value
of $.0001 per share, none of which are issued and outstanding; and
4. The respective Boards of Directors of Triton-Florida and Triton-Nevada
have approved the Merger upon the terms and conditions hereinafter set forth and
have approved this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements,
provisions and covenants herein contained, the parties hereto hereby agree, in
accordance with the Nevada Revised Statutes and the Florida Business Corporation
Act, that Triton-Florida shall be, at the Effective Date (as hereinafter
defined), merged into a single corporation existing under the laws of the State
of Nevada, to wit, Triton-Nevada, which shall be the Surviving Corporation, and
the parties hereto adopt and agree to the following agreements, terms and
conditions relating to the Merger and the mode of carrying the same into effect:
I. SHAREHOLDERS' CONSENTS; FILINGS; EFFECTS OF MERGER
1.1. Action by Shareholders of Triton-Florida. Triton-Florida shall obtain
the approval of its shareholders, in accordance with the Florida Business
Corporation Act, at the earliest practicable date, which written consent shall,
among other matters, adopt and ratify this Agreement.
1.2. Action by Triton-Florida as Sole Shareholder of Triton-Nevada. At the
earliest practicable date, Triton-Florida, as the sole shareholder of
Triton-Nevada, shall adopt this Agreement in accordance with the Nevada Revised
Statutes.
1.3. Filing of Articles of Merger; Effective Date. If (a) this Agreement is
adopted by the shareholders of Triton-Florida, in accordance with the Florida
Business Corporation Act, (b) this Agreement has been adopted by Triton-Florida
as the sole shareholder of Triton-Nevada, in accordance with the Nevada Revised
Statutes, and (c) this Agreement is not thereafter, and has not theretofore
been, terminated or abandoned as permitted by the provisions hereof, then an
Articles of Merger shall be filed and recorded in accordance with the Nevada
Revised Statutes and an Articles of Merger shall be filed and recorded in
accordance with the Florida Business Corporation Act. Such filings shall be made
on the same day. The Merger shall become effective at 9:00 A.M. on the calendar
day following the day of such filing in Nevada, which date and time is herein
referred to as the "Effective Date".
<PAGE>
1.4. Certain Effects of Merger. On the Effective Date, the separate
existence of Triton-Florida shall cease, and Triton-Florida shall be merged into
Triton-Nevada which, as the Surviving Corporation, shall possess all the rights,
privileges, powers and franchises, of a public as well as of a private nature,
and be subject to all the restrictions, disabilities and duties of each of the
Constituent Corporations; and all and singular, the rights, privileges, powers
and franchises of the Constituent Corporations, and all property, real, personal
and mixed, and all debts due to the Constituent Corporations on whatever
account, as well as for stock subscriptions and all other things in action or
belonging to such Constituent Corporations, shall be vested in the Surviving
Corporation; and all property, rights, privileges, powers and franchises, and
all and every other interest shall be thereafter as effectually the property of
the Surviving Corporation as they were of the Constituent Corporations, and the
title to any real estate vested by deed or otherwise, under the laws of Florida,
Nevada or any other jurisdiction, in any of the Constituent Corporations, shall
not revert or be in any way impaired; but all rights of creditors and all liens
upon any property of any of the Constituent Corporations shall be preserved
unimpaired, and all debts, liabilities and duties of the Constituent
Corporations shall thenceforth attach to the Surviving Corporation and may be
enforced against it to the same extent as if said debts, liabilities and duties
had been incurred or contracted by it. At any time, or from time to time, after
the Effective Date, the last acting officers of Triton-Florida, or the
corresponding officers of the Surviving Corporation, may, in the name of
Triton-Florida, execute and deliver all such proper deeds, assignments and other
instruments and take or cause to be taken all such further or other action as
the Surviving Corporation may deem necessary or desirable in order to vest,
perfect or confirm in the Surviving Corporation title to and possession of all
of the Constituent Corporations' property, rights, privileges, powers,
franchises, immunities and interests and otherwise to carry out the purposes of
this Agreement.
II. NAME OF SURVIVING CORPORATION; ARTICLES OF INCORPORATION; BYLAWS
2.1. Name of Surviving Corporation. The name of the surviving corporation
from and after the Effective Date shall be "Triton Asset Management, Inc.",
which change in name shall be reflected in an Articles of Amendment to Articles
of Incorporation to be filed with the Secretary of State of Nevada
simultaneously with the Articles of Merger.
2.2. Articles of Incorporation. The Articles of Incorporation of
Triton-Nevada as in effect on the date hereof shall, from and after the
Effective Date, be and continue to be the Articles of Incorporation of the
Surviving Corporation, until changed or amended as provided by law.
2.3. Bylaws. The Bylaws of Triton-Nevada, as in effect immediately before
the Effective Date, shall, from and after the Effective Date, be and continue to
be the Bylaws of the Surviving Corporation, until amended as provided therein.
III. STATUS AND CONVERSION OF SECURITIES
The manner and basis of converting the shares of the capital stock of the
Constituent Corporations and the nature and amount of securities of
Triton-Nevada which the holder of shares of Triton-Florida Stock are to receive
in exchange for such shares are as follows:
3.1. Triton-Florida Stock. Each share of Triton-Florida Stock which shall
be issued and outstanding immediately before the Effective Date shall, by virtue
of the Merger and without any action on the part of the holder thereof, be
converted at the Effective Date into one (1) fully paid share of Triton- Nevada
Stock.
3.2. Triton-Nevada Stock Held by Triton-Florida. All issued and outstanding
shares of Triton- Nevada Stock held by Triton-Florida immediately before the
Effective Date shall, by virtue of the Merger and at the Effective Date, cease
to exist and the certificate(s) representing such shares shall be cancelled.
<PAGE>
3.3. Surrender of Certificates. After the Effective Date, certificates
evidencing outstanding shares of Triton-Florida Stock shall evidence the right
of the holder thereof to receive a certificate(s) for shares of Triton-Nevada
Stock as aforesaid. Holders of certificates representing shares of
Triton-Florida Stock, upon surrender of such certificates to the transfer agent
of the Triton-Nevada Stock to effect the exchange of certificates, shall be
entitled to receive, upon such surrender, a certificate or certificates
representing a like number of shares of Triton-Nevada Stock. Until so
surrendered, outstanding certificates for shares of Triton-Florida Stock shall
be deemed for all corporate purposes, including voting rights, subject to the
further provisions of this Article 3, to evidence the ownership of the shares of
Triton-Nevada Stock into which such shares of Triton-Florida Stock have been so
converted. No dividends or distributions will be paid to the person entitled to
receive certificates for shares of Triton-Nevada Stock pursuant hereto until
such person shall have surrendered his Triton-Florida Stock certificates; but
there shall be paid to the record holder of such certificate, with respect to
the number of shares of Triton-Nevada Stock issued in exchange therefor (i) upon
such surrender, the amount of any dividends or distributions with a record date
after the Effective Date and before surrender which shall have become payable
thereon since the Effective Date, without interest; and (ii) after such
surrender, the amount of any dividends thereon with a record date after the
Effective Date and before surrender and the payment date of which shall be after
surrender, such amount to be paid on such payment date. If any certificate for
shares of Triton-Nevada Stock is to be issued in a name other than that in which
the certificate surrendered in exchange therefor is registered, it shall be a
condition of the issuance thereof that the certificate so surrendered shall be
properly endorsed and otherwise be in proper form for transfer and that the
person requesting such exchange pay to the transfer agent any transfer or other
taxes required by reason of the issuance of a certificate for shares of Triton-
Nevada Stock in any name other than that of the registered holder of the
certificate surrendered, or establish to the satisfaction of the transfer agent
that such tax has been paid or is not payable. At the Effective Date of the
Merger, all shares of Triton-Florida Stock which shall then be held in its
treasury, if any, shall cease to exist, and all certificates representing such
shares shall be cancelled.
3.4 Fractional Shares. Triton-Nevada will not issue certificates
representing fractional shares of Triton-Nevada Stock, upon the Merger. Rather,
each holder of a fractional interest in Triton-Nevada Stock will receive the sum
of $.01 for such fractional interest.
IV. MISCELLANEOUS
4.1. This Agreement may be terminated and the proposed Merger abandoned at
any time before the Effective Date of the Merger, and whether before or after
approval of this Agreement of Merger and Plan of Merger and Reorganization by
the mutual agreement of the Board of Directors of the Constituent Corporations
abandoning this Agreement of Merger and Plan of Merger and Reorganization.
4.2. On and after the Effective Date of the Merger, the officers and
directors of Triton-Nevada shall remain in such positions until their earlier
resignation or removal.
4.3. For the convenience of the parties hereto and to facilitate the filing
of this Agreement of Merger and Plan of Merger and Reorganization, any number of
counterparts hereof may be executed; and each such counterpart shall be deemed
to be an original instrument.
IN WITNESS WHEREOF, this Agreement has been executed by Triton Asset
Management, Inc., a Florida corporation, and Triton Acquisition Corporation, a
Nevada corporation, all on the date first above written.
TRITON-FLORIDA:
TRITON ASSET MANAGEMENT, INC.
ATTEST: (a Florida corporation)
/s/ By: /s/
Secretary Glenn A. Little
President
TRITON-NEVADA:
TRITON ACQUISITION CORPORATION
ATTEST: (a Nevada corporation)
/s/ By: /s/
Secretary Glenn A. Little
President
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EXHIBIT 3.1
- -----------------
ARTICLES OF INCORPORATION
OF
TRITON ACQUISITION CORPORATION
That I, the undersigned, for the purpose of forming a corporation under and
by virtue of the laws of the State of Nevada, hereby adopts the following
Articles of Incorporation:
ARTICLE I NAME
The name of this Corporation is Triton Acquisition Corporation.
ARTICLE II DURATION
The duration of this Corporation is perpetual.
ARTICLE III PURPOSES
The Corporation is organized and authorized to pursue any lawful purpose or
purposes which may be undertaken or carried on by a corporation under the laws
of the State of Nevada and to engage in any active, lawful business or pursuit.
The Corporation shall further have all powers specified in Sections 78.060,
78.065 and 78.070 of the Nevada Revised Statutes, and any amendments thereto.
ARTICLE IV STOCK
The Corporation shall have the authority to issue One Hundred Million
(100,000,000) shares of common stock, with a par value of $.0001 per share. The
common stock of the Corporation shall be of the same class and shall have the
same rights and preferences. All fully paid shares of stock of this Corporation
shall not be liable to any further call or assessment.
The Corporation shall have the authority to issue Ten Million (10,000,000)
shares of Preferred Stock, with a par value of $.0001 per share. The Board of
Directors is authorized, subject to limitations prescribed by law, to provide
for the issuance of the shares of preferred stock in series, and by filing a
certificate pursuant to the applicable law of the State of Nevada, to establish
from time to time the number of shares to be included in each such series, and
to fix the designation, powers, preferences and rights of the shares of each
such series and any qualifications, limitations or restrictions thereof.
ARTICLE V AMENDMENT
These Articles of Incorporation may be amended by the affirmative vote of a
majority of the shares entitled to vote on each such amendment.
ARTICLE VI SHAREHOLDER RIGHTS
The authorized stock of this Corporation may be issued at such time, upon
such terms and conditions and for such consideration as the Board of Directors
shall determine. Shareholders shall not have preemptive rights to acquire
unissued shares of the stock of this Corporation and cumulative voting is
denied.
ARTICLE VII INITIAL OFFICE AND AGENT
The address of the initial registered office of the Corporation is CSC
Services of Nevada, Inc., 502 East John, Carson City, Nevada 89706, and the name
of the Corporation's initial resident agent at such address is CSC Services of
Nevada, Inc., 502 East John, Carson City, Nevada 89706.
<PAGE>
ARTICLE VIII DIRECTORS
The number of Directors constituting the initial Board of Directors of this
Corporation shall be two (2) in number, provided, however, that the number of
directors may be changed from time to time by a provision of the Bylaws, but in
no event shall the number of directors be less than two (2) or more than ten
(10).
The names and addresses of the initial board of directors who shall hold
office until the first annual meeting of shareholders, or until their successors
are elected and qualified are:
Glenn A. Little
211 West Wall Street
Midland, Texas 79701
Matthew Blair
211 West Wall Street
Midland, Texas 79701
ARTICLE IX INCORPORATOR
The name and address of the incorporator is: Eric Newlan, Esquire, Newlan &
Newlan, Attorneys at Law, 2512 Program Drive, Suite 101, Dallas, Texas 75220.
ARTICLE X LIMITATION OF LIABILITY: DIRECTORS AND OFFICERS
No director or officer of the Corporation shall be personally liable to the
Corporation or its stockholders for damages for breach of fiduciary duty as a
director or officer; provided, however, that this ARTICLE X shall not eliminate
or limit the liability of a director or officer for:
(a) acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law; or
(b) the payment of dividends in violation of law.
Any repeal or modification of this ARTICLE X shall be prospective only and
shall not adversely affect any right or protection of a director or officer of
the Corporation existing at the time of such repeal or modification for any
breach covered by this ARTICLE X which occurred prior to such repeal or
modification.
ARTICLE XI RELIANCE BY OFFICERS AND DIRECTORS
Each director, officer or member of any committee designated by the Board
of Directors shall, in the performance of his or her duties, be fully protected
and absolved from liability in relying in good faith upon the books of account
or reports made to the Corporation by any of its officials, an independent
public accountant or by an appraiser or an investment banker selected with
reasonable care by the Board of Directors or by any such committee, or in
relying in good faith upon other records of the Corporation. This ARTICLE XI is
in addition to and shall not in any manner limit the scope of the director and
officer liability limitation in ARTICLE X.
ARTICLE XII INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall indemnify any and all persons who may serve at any
time as directors or officers or who at the request of the Board of Directors of
the Corporation may serve or at any time have served as directors or officers of
another corporation in which the Corporation at such time owned or may own
shares of stock or of which it was or may be a creditor, and their respective
heirs, administrators, successors and assignees, against any and all expenses,
including amounts paid upon judgments, counsel fees and amounts paid in
settlement (before or after suit is commenced), actually and necessarily
incurred by such persons in connection with the defense or settlement of any
claim, action, suit or proceeding in which they, or any of them are made
parties, or a party, or which may be asserted against them or any of them, by
reason of being or having been directors or officers or a director or officer of
the Corporation, or such other corporation, except in relation to matters as to
which any such director or officer or former director or officer or person shall
be adjudged in any action, suit or proceeding to be liable for his own gross
negligence or wilful misconduct in the performance of his duty. Such
indemnification shall be in addition to any other rights to which those
indemnified may be entitled under any law, bylaw, agreement, vote of
shareholders or otherwise.
<PAGE>
ARTICLE XIII COMMON DIRECTORS: TRANSACTIONS BETWEEN CORPORATIONS
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 its directors or officers are financially interested, shall be
either void or voidable because of such relation or interest, or because such
director or directors are present at the meeting of the Board of Directors, or a
committee thereof which authorizes, approves or ratifies such contract or
transaction, or because his or their votes are counted for such purpose if: (a)
the fact of such relationship or interest is disclosed or known to the Board of
Directors or committee which authorizes, approves, or ratifies such contract or
transaction by vote or consent sufficient for the purpose without counting the
votes or consents of such interested directors; or (b) the fact of such
relationship or interest is disclosed or known to the shareholders entitled to
vote and they authorize, approve, or ratify such contract or transaction by vote
or written consent; (c) the contract or transaction is fair and reasonable to
the Corporation.
Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or committee thereof which
authorizes, approves or ratifies such contract or transaction.
DATED this 16th day of April, 1998.
/s/ Eric Newlan
-------------
Eric Newlan
Incorporator
STATE OF TEXAS )
)
COUNTY OF DALLAS )
I, the undersigned, being first duly sworn on oath, deposes and says: That
I am the incorporator hereinbefore named; that I have read the foregoing
Articles of Incorporation and know the contents thereof and that the same are
true to the best of my knowledge, except as to matters therein stated upon
information and belief, and as to those, I believe them to be true.
/s/ Eric Newlan
-------------
Eric Newlan
On the 16th day of April, 1998, personally appeared before me, Eric Newlan,
signer of the above Articles of Incorporation, who duly acknowledged to me that
he executed same.
/s/
Notary Public
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EXHIBIT 3.2
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BYLAWS
OF
TRITON ACQUISITION CORPORATION
ARTICLE I - OFFICE AND REGISTERED AGENT
The principal office of the Corporation in the State of Nevada shall be
located at 502 East John, Carson City, Nevada 89706. The Corporation may
maintain such other offices, within or without the State of Nevada, as the Board
of Directors may from time to time designate. The location of the principal
office may be changed by the Board of Directors. The name of the registered
agent of the Corporation in the State of Nevada at its principal office is CSC
Services of Nevada, Inc.
ARTICLE II - SHAREHOLDERS' MEETINGS
Section 2.1. Annual Meetings. The annual meeting of the shareholders of the
Corporation shall be held at such place within or without the State of Nevada as
shall be designated by the Board of Directors in compliance with these Bylaws.
The meeting shall be held on the first Tuesday of June of each year beginning
with the year 1999 at 10:00 a.m. If such day is a legal holiday, the meeting
shall be on the next business day. This meeting shall be for the election of
directors and for the transaction of such other business as may properly come
before it.
In the event that such annual meeting is omitted by oversight or otherwise
on the date herein provided for, the directors shall cause a meeting in lieu
thereof to be held as soon thereafter as conveniently may be, and any business
transacted or elections held at such meeting shall be as valid as if transacted
or held at the annual meeting. If the election of directors shall not be held on
the date designated herein for any annual meeting of shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of shareholders as soon thereafter as may conveniently be
called. Such subsequent meeting shall be called in the same manner as is
provided for the annual meeting of shareholders.
Section 2.2. Special Meetings. Special meetings of shareholders, other than
those regulated by statute, may be called at any time by the President, the
Secretary or by a majority of the directors, and must be called by the President
upon written request of the holders of not less than 10% of the issued and
outstanding shares entitled to vote at such special meeting.
Section 2.3. Notice of Shareholders' Meetings. The President, Vice
President or Secretary shall give written notice stating the place, day and hour
of the meeting, and in the case of a special meeting the purpose or purposes for
which the meeting is called, which shall be delivered not less than ten nor more
than fifty days before the day of the meeting, either personally or by mail to
each shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his address as it appears on the books of the
Corporation, with postage thereon prepaid.
Any meeting of which all shareholders shall at any time waive or have
waived notice in writing shall be a legal meeting for the transaction of
business notwithstanding that notice has not been given as hereinbefore
provided.
Section 2.4. Waiver of Notice. Whenever any notice is required to be given
by these Bylaws, or the Articles of Incorporation, or by any of the Corporation
Laws of the State of Nevada, a shareholder may waive the notice of meeting by
attendance at the meeting, either in person or by proxy, or by so stating in
writing, either before or after such meeting. Attendance at a meeting for the
express purpose of objecting that the meeting was not lawfully called or
convened shall not, however, constitute a waiver of notice.
<PAGE>
Section 2.5. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Nevada, as the place of meeting for
any annual meeting or for any special meeting called by the Board of Directors.
If no designation is made, or if a special meeting be otherwise called, the
place of meeting shall be the registered office of the Corporation.
Section 2.6. Closing of Transfer Books or Fixing Record Date. For the
purpose of determining shareholders entitled to notice or to vote at any meeting
of shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the Corporation may provide
that the stock transfer books shall be closed for a period not to exceed, in any
case, 50 days. If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least 10 days immediately
preceding the date determined to be the date of record. In lieu of closing the
stock transfer books, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than 50 days and in case of a meeting of shareholders not less than
10 days prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice or to vote at a meeting of shareholders or shareholders to
receive payment of a dividend, the date on which notice of the meeting is mailed
or the date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be deemed the date of record for
such determination of shareholders. When a determination of persons entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment thereof.
Section 2.7. Quorum of Shareholders. Except as herein provided and as
otherwise provided by law, at any meeting of shareholders a thirty percent (30%)
majority in interest of all the shares issued and outstanding represented by
shareholders of record in person or by proxy shall constitute a quorum, but a
less interest may adjourn any meeting and the meeting may be held as adjourned
without further notice; provided; however, that directors shall not be elected
at the meeting so adjourned. When a quorum is present at any meeting, a majority
in interest of the shares represented shall be the act of the shareholders,
unless the matter voted upon is one upon which the express provision of law or
of the Articles of Incorporation or of these Bylaws a larger or different vote
is required, in which case such express provision shall govern and control the
decision of such question.
Section 2.8. Voting Lists. 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 such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each, which list shall be produced and kept open at the time and place
of the meeting and shall be subject to the inspection of any shareholder, for
any purpose germane to the meeting, during the whole time of the meeting. The
original stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.
Section 2.9. Voting. A holder of an outstanding share entitled to vote at a
meeting may vote at such meeting in person or by proxy. Except as may otherwise
be provided in the Articles of Incorporation, every shareholder shall be
entitled to one vote for each share standing in his name on the record of
shareholders. Except as herein or in the Articles of Incorporation otherwise
provided, all corporate action shall be determined by a majority of the votes
cast at a meeting of shareholders at which a quorum is present, by the holders
of shares entitled to vote thereon.
Section 2.10. Proxies. At all meetings of shareholders, a shareholder may
vote in person or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.
<PAGE>
Section 2.11. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by a majority of the
shareholders entitled to vote with respect to the subject matter thereof,
provided that if any greater proportion and voting power is required for such
action, then such greater proportion of written consents shall be required.
ARTICLE III - BOARD OF DIRECTORS
Section 3.1. General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors. The Board of Directors may adopt
such rules and regulations for the conduct of their meetings and the management
of the Corporation as they deem proper.
Section 3.2. Number, Tenure and Qualifications. The number of directors for
the Board of Directors of the Corporation shall be not less than two nor more
than ten. Each director shall hold office until the next annual meeting of
shareholders and until his successor shall have been elected and qualified.
Directors need not be residents of the State of Nevada or shareholders of the
Corporation.
Section 3.3. Election of Board of Directors. The Board of Directors shall
be chosen by ballot at the annual meeting of shareholders or at any meeting held
in place thereof as provided by law.
Section 3.4. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than by this Bylaw, immediately following and
at the same place as the annual meeting of the shareholders. The Board of
Directors may provide by resolution the time and place for the holding of
additional regular meetings without other notice than such resolution.
Members of the Board of Directors may participate in a meeting of the Board
by means of conference telephone or similar communications equipment by which
all persons participating in the meeting can hear each other and participation
in a meeting under this subsection shall constitute presence in person at the
meeting, pursuant to Nevada Revised Statute, Section 78.315.
Section 3.5. Special Meetings. Special meetings of the Board of Directors
may be called by order of the Chairman of the Board, the President or by
one-third of the directors. The Secretary shall give notice of the time, place
and purpose or purposes of each special meeting by mailing the same at least two
days before the meeting or by telephoning or telecopying or wiring the same at
least one day before the meeting to each director.
Section 3.6. Waiver of Notice. Whenever any notice whatever is required to
be given by these Bylaws, or the Articles of Incorporation of the Corporation,
or by any of the Corporation Laws of the State of Nevada, a director may waive
the notice of meeting by attendance in person at the meeting, or by so stating
in writing, either before or after such meeting. Attendance at a meeting for the
express purpose of objecting that the meeting was not lawfully called or
convened shall not, however, constitute a waiver of notice.
Section 3.7. Quorum. A majority of the members of the Board of Directors,
or a sole remaining director, shall constitute a quorum for the transaction of
business, but less than a quorum may adjourn any meeting from time to time until
a quorum shall be present, whereupon the meeting may be held, as adjourned,
without further notice. At any meeting at which every director shall be present,
even though without any notice, any business may be transacted.
Section 3.8. Manner of Acting. At all meetings of the Board of Directors,
each director shall have one vote. The act of a majority present at a meeting
shall be the act of the Board of Directors, provided a quorum is present. Any
action required to be taken or which may be taken at a meeting of the directors
may be taken without a meeting if a consent in writing setting forth the action
so taken shall be signed by all the directors. The directors may conduct a
meeting by means of a conference telephone or any similar communication
equipment by which all persons participating in the meeting can hear each other.
<PAGE>
Section 3.9. Powers of Directors. The Board of Directors shall have the
responsibility for the entire management of the business of the Corporation. In
the management and control of the property, business and affairs of the
Corporation the Board of Directors is hereby vested with all of the powers
possessed by the Corporation itself so far as this delegation of authority is
not inconsistent with the laws of the State of Nevada and with the Articles of
Incorporation or with these Bylaws. The Board of Directors shall have the power
to determine what constitutes net earnings, profits and surplus, respectively,
and what amounts shall be reserved for working capital and for any other purpose
and what amounts shall be declared as dividends, and such determination by the
Board of Directors shall be final and conclusive.
Section 3.10. Vacancies. A vacancy in the Board of Directors shall be
deemed to exist in case of death, resignation or removal of any director, or if
the authorized number of directors be increased, or if the shareholders fail at
any meeting of shareholders at which any director is to be elected, to elect the
full authorized number to be elected at that meeting.
Any vacancy occurring in the Board of Directors, whether arising from
death, resignation, removal (with or without cause), any increase in the number
of directors or any other reason, may be filled by an affirmative vote of the
majority of the remaining directors, though less than a quorum of the Board of
Directors, by a sole remaining director, or by the shareholders at the next
annual meeting thereof or at a special meeting thereof, and each director so
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office.
Section 3.11. Removals. Directors may be removed at any time at a meeting
called expressly for that purpose by a vote of the shareholders holding a
majority of the shares issued and outstanding and entitled to vote. Such vacancy
shall be filled by the directors then in office, though less than a quorum, to
hold office until the next annual meeting or until his successor is duly elected
and qualified, except that any directorship to be filled by reason of removal by
the shareholders may be filled by election, by the shareholders, at the meeting
at which the director is removed. No reduction of the authorized number of
directors shall have the effect of removing any director prior to the expiration
of his term of office.
Section 3.12. Resignations. A director may resign at any time by delivering
written notification thereof to the President or Secretary of the Corporation.
Such resignation shall become effective upon its acceptance by the Board of
Directors; provided, however, that if the Board of Directors has not acted
thereon within ten days from the date of its delivery, the resignation shall
upon the tenth day be deemed accepted.
Section 3.13. 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 shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the Secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
Section 3.14. Compensation. By resolution of the Board of Directors, the
directors shall be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
Section 3.15. Emergency Power. When, due to a national disaster or death, a
majority of the directors are incapacitated or otherwise unable to attend the
meetings and function as directors, the remaining members of the Board of
Directors shall have all powers necessary to function as a complete Board and,
for the purpose of doing business and filling vacancies, shall constitute a
quorum until such time as all directors can attend or vacancies can be filled
pursuant to these Bylaws.
<PAGE>
Section 3.16. Chairman. The Board of Directors may elect from its own
number a Chairman of the Board, who shall preside at all meetings of the Board
of Directors, and shall perform such other duties as may be prescribed from time
to time by the Board of Directors.
ARTICLE IV - OFFICERS
Section 4.1. Number. The officers of the Corporation shall be a President,
one or more Vice Presidents, a Secretary and a Treasurer, each of whom shall be
elected by a majority of the Board of Directors. Such other officers and
assistant officers as may be deemed necessary may be elected or appointed by the
Board of Directors. In its discretion, the Board of Directors may leave unfilled
for any such period as it may determine any office except those of President and
Secretary. Any two or more offices may be held by the same person. Officers may
or may not be directors or shareholders of the Corporation.
Section 4.2. Election and Term of Office. The officers of the Corporation
are to be elected by the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of the shareholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as convenient. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided.
Section 4.3. Resignation. Any officer may resign at any time by delivering
a written resignation either to the President or to the Secretary. Unless
otherwise specified therein, such resignation shall take effect upon delivery.
Section 4.4. Removal. Any officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation will be
served thereby but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create contract rights. Any such removal shall
require a majority vote of the Board of Directors, exclusive of the officer in
question if he is also a director.
Section 4.5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, or if a new office shall be
created, may be filled by the Board of Directors for the unexpired portion of
the term.
Section 4.6. President. The President shall be the chief executive and
administrative officer of the Corporation. He shall preside at all meetings of
the shareholders and, in the absence of the Chairman of the Board, at meetings
of the Board of Directors. He shall exercise such duties as customarily pertain
to the office of President and shall have general and active supervision over
the property, business and affairs of the Corporation and over its several
officers. He may appoint officers, agents or employees other than those
appointed by the Board of Directors. He may sign, execute and deliver in the
name of the Corporation, powers of attorney, certificates of stock, contracts,
bonds, deeds, mortgages and other obligations and shall perform such other
duties as may be prescribed from time to time by the Board of Directors or by
the Bylaws.
Section 4.7. Vice President. The Vice President shall have such powers and
perform such duties as may be assigned to him by the Board of Directors or the
President. In the absence or disability of the President, the Vice President
designated by the board or the President shall perform the Duties and exercise
the powers of the President. In the event there is more than one Vice President
and the Board of Directors has not designated which Vice President is to act as
President, then the Vice President who was elected first shall act as President.
A Vice President may sign and execute contracts and other obligations pertaining
to the regular course of his duties.
<PAGE>
Section 4.8. Secretary. The Secretary shall keep the minutes of all
meetings of the shareholders and of the Board of Directors and to the extent
ordered by the Board of Directors or the President, the minutes of meetings of
all committees. He shall cause notice to be given of the meetings of
shareholders, of the Board of Directors and of any committee appointed by the
board. He shall have custody of the corporate seal and general charge of the
records, documents and papers of the Corporation not pertaining to the
performance of the duties vested in other officers, which shall at all
reasonable times be open to the examination of any director. He may sign or
execute contracts with the President or Vice President thereunto authorized in
the name of the Corporation and affix the seal of the Corporation thereto. He
shall perform such other duties as may be prescribed from time to time by the
board of Directors or by the Bylaws. He shall be sworn to the faithful discharge
of his duties. Assistant Secretaries shall assist the Secretary and shall keep
and record such minutes of meetings as shall be directed by the Board of
Directors.
Section 4.9. Treasurer. The Treasurer shall have general custody of the
collection and disbursement of funds of the Corporation, for collection of
checks, notes, and other obligations, and shall deposit the same to the credit
of the Corporation in such bank or banks or depositories as the Board of
Directors may designate. He may sign, with the President, or such other persons
as may be designated for the purpose by the Board of Directors, all bills of
exchange or promissory notes of the Corporation. He shall enter or cause to be
entered regularly in the books of the Corporation full and accurate accounts of
all monies received and paid by him on account of the Corporation, shall at all
reasonable times exhibit his books and accounts to any director of the
Corporation upon application at the office of the Corporation during business
hours and, whenever required by the Board of Directors or the President, shall
render a statement of his accounts. He shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the Bylaws.
Section 4.10. General Manager. The Board of Directors may employ and
appoint a General Manager who may, or may not, be one of the officers or
directors of the Corporation. If employed by the Board of Directors he shall be
the chief operating officer of the Corporation and, subject to the directions of
the Board of Directors, shall have general charge of the business operations of
the Corporation and general supervision over its employees and agents. He shall
have the exclusive management of the business of the Corporation and of all of
its dealings, but at all times subject to the control of the Board of Directors.
Subject to the approval of the Board of Directors or the executive committee, he
shall employ all employees of the Corporation, or delegate such employment to
subordinate officers, or such division officers, or such division chiefs, and
shall have authority to discharge any person so employed. He shall make a
quarterly report to the President and directors, or more often if required to do
so, setting forth the result of the operations under his charge, together with
suggestions looking to the improvement and betterment of the condition of the
Corporation, and to perform such other duties as the Board of Directors shall
require.
Section 4.11. Officers. Other officers shall perform such duties and have
such powers as may be assigned to them by the Board of Directors.
Section 4.12. Salaries. The salaries or other compensation of the officers
of the Corporation shall be fixed from time to time by the Board of Directors
except that the Board of Directors may delegate to any person or group of
persons the power to fix the salaries or other compensation of any subordinate
officers or agents. No officer shall be prevented from receiving any such salary
or compensation by reason of the fact that he is also a director of the
corporation.
Section 4.13. Surety Bonds. In case the Board of Directors shall so
require, any officer or agent of the corporation shall execute to the
Corporation a bond in such sums and with sureties as the Board of Directors may
direct, conditioned upon the faithful performance of his duties to the
Corporation, including responsibility for negligence and for the accounting for
all property, monies or securities of the Corporation which may come into his
hands.
<PAGE>
ARTICLE V - COMMITTEES
Section 5.1. Executive Committee. The Board of Directors may appoint from
among its members an Executive Committee of not less than two nor more than
seven members, one of whom shall be the President, and shall designate one or
more of its members as alternates to serve as a member or members of the
Executive Committee in the absence of a regular member or members. The Board of
Directors reserves to itself alone the power to declare dividends, issue stock,
recommend to shareholders any action requiring their approval, change the
membership of any committee at any time, fill vacancies therein, and discharge
any committee either with or without cause at any time. Subject to the foregoing
limitations, the Executive Committee shall possess and exercise all other powers
of the Board of Directors during the intervals between meetings of the Board of
Directors.
Section 5.2. Other Committees. The Board of Directors may also appoint from
among its own members such other committees as the Board may determine, which
shall in each case consist of not less than two directors, and which shall have
such powers and duties as shall from time to time be prescribed by the Board.
The President shall be a member ex officio of each committee appointed by the
Board of Directors. A majority of the members of any committee may fix its rules
of procedure.
ARTICLE VI - CONTRACTS, LOANS, DEPOSITS AND CHECKS
Section 6.1. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.
Section 6.2. Loans. No loan or advances shall be contracted on behalf of
the Corporation, no negotiable paper or other evidence of its obligation under
any loan or advance shall be issued in its name, and no property of the
Corporation shall be mortgaged, pledged, hypothecated or transferred as security
for the payment of any loan, advance, indebtedness or liability of the
corporation unless and except as authorized by the Board of Directors. Any such
authorization may be general or confined to specific instances.
Section 6.3. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select, or as may be selected by any officer or agent authorized to do so by the
Board of Directors.
Section 6.4. Checks and Drafts. All notes, drafts, acceptances, checks,
endorsements and evidences of indebtedness of the Corporation shall be signed by
such officer or officers or such agent or agents of the Corporation and in such
manner as the Board of Directors from time to time may determine. Endorsements
for deposit to the credit of the Corporation in any of its duly authorized
depositories shall be made in such manner as the Board of Directors from time to
time may determine.
Section 6.5. Bonds and Debentures. Every bond or debenture issued by the
Corporation shall be evidenced by an appropriate instrument which shall be
signed by the President or a Vice President and by the Treasurer or by the
Secretary, and sealed with the seal of the Corporation. The seal may be
facsimile, engraved or printed. Where such bond or debenture is authenticated
with the manual signature of an authorized officer of the Corporation or other
trustee designated by the indenture of trust or other agreement under which such
security is issued, the signature of any of the Corporation's officers named
thereon may be facsimile. In case any officer who signed, or whose facsimile
signature has been used on any such bond or debenture, shall cease to be an
officer of the Corporation for any reason before the same has been delivered by
the Corporation, such bond or debenture may nevertheless be adopted by the
Corporation and issued and delivered as though the person who signed it or whose
facsimile signature has been used thereon had not ceased to be such officer.
<PAGE>
ARTICLE VII - CAPITAL STOCK
Section 7.1. Certificates of Shares. The shares of the Corporation shall be
represented by certificates prepared by the Board of Directors and signed by the
President or a Vice President, and by the Secretary, or an Assistant Secretary,
and sealed with the seal of the Corporation or a facsimile. The signatures of
such officers upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other than the
Corporation itself or one of its employees. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the Corporation for transfer shall
be cancelled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and cancelled, except
that in case of a lost, destroyed or mutilated certificate a new one may be
issued therefor upon such terms and indemnity to the Corporation as the Board
may prescribe.
Section 7.2. Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the Corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the Corporation shall be deemed by
the Corporation to be the owner thereof for all purposes.
Section 7.3. Transfer Agent and Registrar. The Board of Directors shall
have power to appoint one or more transfer agents and registrars for the
transfer and registration of certificates of stock of any class, and may require
that stock certificates shall be countersigned and registered by one or more of
such transfer agents and registrars.
Section 7.4. Lost or Destroyed Certificates. The Corporation may issue a
new certificate to replace any certificate theretofore issued by it alleged to
have been lost or destroyed. The Board of Directors may require the owner of
such a certificate or his legal representatives to give the Corporation a bond
in such sum and with such sureties as the Board of Directors may direct to
indemnify the Corporation and its transfer agents and registrars, if any,
against claims that may be made on account of the issuance of such new
certificates. A new certificate may be issued without requiring any bond.
Section 7.5. Consideration for Shares. The capital stock of the Corporation
shall be issued for such consideration, but not less than the par value thereof,
as shall be fixed from time to time by the Board of Directors. In the absence of
fraud, the determination of the Board of Directors as to the value of any
property or services received in full or partial payment of shares shall be
conclusive.
Section 7.6. Registered Shareholders. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder thereof
in fact, and shall not be bound to recognize any equitable or other claim to or
on behalf of the Corporation, any and all of the rights and powers incident to
the ownership of such stock at any such meeting, and shall have power and
authority to execute and deliver proxies and consents on behalf of the
Corporation in connection with the exercise by the Corporation of the rights and
powers incident to the ownership of such stock. The Board of Directors, from
time to time may confer like powers upon any other person or persons.
<PAGE>
ARTICLE VIII - INDEMNIFICATION
Section 8.1. Indemnification. No officer or director shall be personally
liable for any obligations arising out of any acts or conduct of said officer or
director performed for or on behalf of the Corporation. The Corporation shall
and does hereby indemnify and hold harmless each person and his heirs and
administrators who shall serve at any time hereafter as a director or officer of
the Corporation from and against any and all claims, judgments and liabilities
to which such persons shall become subject by reason of any action alleged to
have been heretofore or hereafter taken or omitted to have been taken by him as
such director or officer, and shall reimburse each such person for all legal and
other expenses reasonably incurred by him in connection with any such claim of
liability; including power to defend such person from all suits as provided for
under the provisions of the Nevada Corporation Laws; provided, however that no
such person shall be indemnified against, or be reimbursed for, any expense
incurred in connection with any claim or liability arising out of his own gross
negligence or willful misconduct. The rights accruing to any person under the
foregoing provisions of this section shall not exclude any other right to which
he may lawfully be entitled, nor shall anything herein contained restrict the
right of the Corporation to indemnify or reimburse such person in any proper
case, even though not specifically herein provided for. The Corporation, its
directors, officers, employees and agents shall be fully protected in taking any
action or making any payment or in refusing so to do in reliance upon the advice
of counsel.
Section 8.2. Other Indemnification. The indemnification herein provided
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer or
employee and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 8.3. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer or employee of the
Corporation, or is or was serving at the request of the Corporation in such
capacity for another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred by him in
any capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against liability under the
provisions of this Article VIII or the laws of the State of Nevada.
Section 8.4. Settlement by Corporation. The right of any person to be
indemnified shall be subject always to the right of the Corporation by its Board
of Directors, in lieu of such indemnity, to settle any such claim, action, suit
or proceeding at the expense of the Corporation by the payment of the amount of
such settlement and the costs and expenses incurred in connection therewith.
ARTICLE IX - AMENDMENTS
These Bylaws may be altered, amended, repealed, or added to by the
affirmative vote of the holders of a majority of the shares entitled to vote in
the election of any director at an annual meeting or at a special meeting called
for that purpose, provided that a written notice shall have been sent to each
shareholder of record entitled to vote at such meetings at least ten days before
the date of such annual or special meetings, which notice shall state the
alterations, amendments, additions, or changes which are proposed to be made in
such Bylaws. Only such changes shall be made as have been specified in the
notice. The Bylaws may also be altered, amended, repealed, or new Bylaws adopted
by a majority of the entire Board of Directors at any regular or special
meeting. Any Bylaws adopted by the Board may be altered, amended, or repealed by
a majority of the shareholders entitled to vote.
ARTICLE X - FISCAL YEAR
The fiscal year of the Corporation shall be December 31, and may be varied
by resolution of the Board of Directors.
<PAGE>
ARTICLE XI - DIVIDENDS
The Board of Directors may at any regular or special meeting, as they deem
advisable, declare dividends payable out of the unreserved and unrestricted
earned surplus of the Corporation except the directors may declare dividends in
accordance with the laws of the State of Nevada.
ARTICLE XII - CORPORATE SEAL
The seal of the Corporation shall be in the form of a circle and shall bear
the name of the Corporation and the year of incorporation.
Adopted by resolution of the Board of Directors on the 20th day of April,
1998.
/s/ Matthew Blair
-----------------------------
Matthew Blair, Secretary
TRITON ACQUISITION CORPORATION
(a Nevada corporation)
- -----------------
EXHIBIT 3.3
- -----------------
ARTICLES OF MERGER
OF
FOREIGN AND DOMESTIC CORPORATIONS
The undersigned domestic and foreign corporations adopt the following
Articles of Merger for the purpose of merging one of such corporations into the
other of such
corporations.
1. The names of the undersigned corporations and the states under the laws
of which they are respectively organized are:
Name of Corporation State of Incorporation
Triton Acquisition Corporation Nevada
Triton Asset Management, Inc. Florida
2. The laws of the state under which such foreign corporation is organized
permit such merger.
3. The name of the surviving corporation is Triton Acquisition Corporation,
a Nevada corporation, and it is to be governed by the laws of the State of
Nevada. Its registered office is located at 502 East John Street, Carson City,
Nevada 89706.
4. The Agreement of Merger and Plan of Merger and Reorganization, which was
approved by the shareholders of the undersigned domestic corporation in the
manner prescribed by the laws of the State of Nevada and approved by the
undersigned foreign corporation in the manner prescribed by the laws of the
State of Florida under which it is organized, is set forth in Exhibit "A"
attached hereto and incorporated herein by this reference.
5. As to each of the undersigned corporations, the number of shares
outstanding and the designation and number of outstanding shares of each class
entitled to vote as a class on such Agreement of Merger and Plan of Merger and
Reorganization
are as follows:
Number of Common
Name of Corporation Shares Outstanding
Triton Acquisition Corporation 1,000
Triton Asset Management, Inc. 7,950,000
None of the shares of a class of the domestic or foreign corporation was
entitled to vote as a class.
6. As to each of the undersigned corporations, the total number of shares
voted for and against such Agreement of Merger and Plan of Merger and
Reorganization, respectively, is as follows:
Number of Shares
Name of Corporation Total Voted For Total Voted Against
Triton Acquisition Corporation 1,000 -0-
Triton Asset Management, Inc. 7,703,510 -0-
<PAGE>
Dated: December 26, 1998.
TRITON ACQUISITION CORPORATION
(a Nevada corporation)
By: /s/ Glenn A. Little
---------------
Glenn A. Little
President
By: /s/
Assistant Secretary
TRITON ASSET MANAGEMENT, INC.
(a Florida corporation)
By: /s/ Glenn A. Little
------------------
Glenn A. Little
President
By: /s/
Assistant Secretary
STATE OF TEXAS )
COUNTY OF MIDLAND )
The undersigned notary public does hereby certify that on this 26th day of
December, 1998, personally appeared before me Glenn A. Little, who, being by me
first duly sworn, declared that he is the President of Triton Acquisition
Corporation, a Nevada corporation, and President of Triton Asset Management,
Inc., a Florida corporation, that he signed the foregoing document as President
of each of such corporations and that the statements therein contained are true.
/s/
Notary Public
STATE OF TEXAS )
COUNTY OF MIDLAND )
The undersigned notary public does hereby certify that on this 26th day of
December, 1998, personally appeared before me, who, being by me first duly
sworn, declared that he/she is the Assistant Secretary of Triton Acquisition
Corporation, a Nevada corporation, and Assistant Secretary of Triton Asset
Management, Inc., a Florida corporation, that he signed the foregoing document
as Assistant Secretary of each of such corporations and that the statements
therein contained are true.
/s/
Notary Public
- -----------------
EXHIBIT 3.4
- -----------------
ARTICLES OF MERGER
OF
FOREIGN AND DOMESTIC CORPORATIONS
Pursuant to the provisions of Section 607.1109 of the Florida General
Corporation Act, the undersigned domestic and foreign corporations adopt the
following Articles of Merger for the purpose of merging one of such corporations
into the other of such corporations.
1. The names of the undersigned corporations and the states under the laws
of which they are respectively organized are:
Name of Corporation State of Incorporation
Triton Asset Management, Inc. Florida
Triton Acquisition Corporation Nevada
2. The laws of the state under which such foreign corporation is organized
permit such merger.
3. The name of the surviving corporation is Triton Acquisition Corporation,
a Nevada corporation, and it is to be governed by the laws of the State of
Nevada. Its registered office is located at 502 East John Street, Carson City,
Nevada 89706.
4. The Agreement of Merger and Plan of Merger and Reorganization, which was
approved by the shareholders of the undersigned domestic corporation in the
manner prescribed by the provisions contained in Section 607.1101 - .1107 of the
Florida General Corporation Act and approved by the undersigned foreign
corporation in the manner prescribed by the laws of the State of Nevada under
which it is organized, is set forth in Exhibit "A" attached hereto and
incorporated herein by this reference.
5. As to each of the undersigned corporations, the number of shares
outstanding and the designation and number of outstanding shares of each class
entitled to vote as a class on such Agreement of Merger and Plan of Merger and
Reorganization
are as follows:
Number of Common
Name of Corporation Shares Outstanding
Triton Asset Management, Inc. 7,950,000
Triton Acquisition Corporation 1,000
None of the shares of a class of the domestic or foreign corporation was
entitled to vote as a class.
6. As to each of the undersigned corporations, the total number of shares
voted for and against such Agreement of Merger and Plan of Merger and
Reorganization, respectively, is as follows:
Number of Shares
Name of Corporation Total Voted For Total Voted Against
Triton Asset Management, Inc. 7,703,510 -0-
Triton Acquisition Corporation 1,000 -0-
7. Triton Acquisition Corporation, a Nevada corporation, the surviving
corporation, hereby: (a) agrees that it may be served with process in the State
of Florida in any proceeding for the enforcement of any obligation of the
undersigned domestic corporation and in any proceeding for the enforcement of
the rights of a dissenting shareholder of such domestic corporation against the
surviving corporation; (b) irrevocably appoints the Secretary of State of
Florida as its agent to accept service of process in any proceedings; and (c)
agrees that it will promptly pay to the dissenting shareholders of such domestic
corporation the amount, if any, to which they shall be entitled under the
provisions of the Florida General Corporation Act with respect to the rights of
dissenting shareholders.
Dated: December 26, 1998.
TRITON ACQUISITION CORPORATION
(a Nevada corporation)
By: /s/ Glenn A. Little
---------------
Glenn A. Little
President
By: /s/
Assistant Secretary
TRITON ASSET MANAGEMENT, INC.
(a Florida corporation)
By: /s/ Glenn A. Little
---------------
Glenn A. Little
President
By: /s/
Assistant Secretary
STATE OF TEXAS )
COUNTY OF MIDLAND )
The undersigned notary public does hereby certify that on this 26th day of
December, 1998, personally appeared before me Glenn A. Little, who, being by me
first duly sworn, declared that he is the President of Triton Asset Management,
Inc., a Florida corporation, and President of Triton Acquisition Corporation, a
Nevada corporation, that he signed the foregoing document as President of each
of such corporations and that the statements therein contained are true.
/s/
Notary Public
STATE OF TEXAS )
COUNTY OF MIDLAND )
The undersigned notary public does hereby certify that on this 26th day of
December, 1998, personally appeared before me, who, being by me first duly
sworn, declared that he/she is the Assistant Secretary of Triton Asset
Management, Inc., a Florida corporation, and Assistant Secretary of Triton
Acquisition Corporation, a Nevada corporation, that he signed the foregoing
document as Assistant Secretary of each of such corporations and that the
statements therein contained are true.
/s/
Notary Public
