U. S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1995
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
--------- ---------
Commission File No. 33-1210-D
SUMMA VEST, INC.
(Name of Small Business Issuer in its Charter)
UTAH 87-042552
State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
1787 East Ft. Union Blvd., #106
Salt Lake City, Utah 84121
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 942-7722
1011 East 4800 South
Salt Lake City, Utah
(Former Name or Former Address, if changed since last Report)
Securities Registered under Section 12(b) of the Exchange Act: None.
Securities Registered under Section 12(g) of the Exchange Act: None
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
(1) Yes No X (2) Yes X No
--- --- --- ---
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
<PAGE>
or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year:
December 31, 1995 - $ - 0 -
State the aggregate market value of the common voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days.
November 8, 1996 - $45.62 There are approximately 45,621 shares of common
voting stock of the Registrant held by non-affiliates. During the past five
years, there has been no "public market" for shares of common stock of the
Registrant, so the Registrant has arbitrarily valued these shares on the basis
of par value per share. See Item I, Part I of this Report.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Not Applicable.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date:
November 8, 1996
325,198*
*Reflects a 350 for 1 reverse split of the outstanding voting securities of
the Company effective November 5, 1996, while retaining the authorized capital
at $50,000 divided into 50,000,000 shares of $0.001 par value common voting
stock, and with appropriate adjustments in the stated capital and capital
surplus accounts of the Company.
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.
Transitional Small Business Issuer Format Yes X No
--- ---
<PAGE>
PART I
Item 1. Description of Business.
Business Development
- - --------------------
Summa Vest, Inc. (the "Company" or "Summa Vest") was organized under the
laws of the State of Utah on July 22, 1985. A copy of the original Articles of
Incorporation, as filed with the Secretary of State of Utah on July 22, 1985, is
attached hereto and incorporated herein by reference. See the Exhibit Index,
Item 13, Part III, of this Report. The purpose of Company was to create a
capital resource fund to seek, investigate and acquire or enter into a favorable
business opportunity. Capitalization was established and remains at 50,000,000
shares of authorized common stock with a par value of $0.001 per share.
The Company filed an S-18 Registration statement with the Securities and
Exchange Commission and pursuant to a Prospectus dated January 29, 1986, offered
securities on a "minimum-maximum" basis for the sale of a minimum of $125,000 to
a maximum of $250,000 at $0.02 per share. In March, 1986, the Company completed
its public offering, after having sold a total of 11,900,000 shares of its
common stock, at a total price of $238,000, from which the Company received net
proceeds (after expenses and sales commissions estimated at 10%) of
approximately $210,000.
Summa Vest purchased 100% of the assets of Alert Nursing Service in San
Diego, California on July 2, 1989. Alert Nursing supplied nurses on a temporary
basis to hospitals and nursing homes. Alert Nursing was unprofitable for
approximately two years and subsequently ceased operations and has had no
operations for more than three years.
The Company was involuntarily dissolved, on October 1, 1993, for failure to
file an annual report with the Department of Commerce of the State of Utah.
Jeffrey D. Jenson and Don C. Morrison were appointed to the Board of Directors
on December 12, 1994, by Ronald A. Carnago, the sole remaining member of the
Board of Directors, and on September 7, 1995, the Company was reinstated with
the Secretary of State of Utah. On November 1, 1996, Ronald A. Carnago resigned
and Christopher D. Earl was appointed as a director and officer by the remaining
Board of Directors.
On or about November 1, 1996, the Company issued 2,000,000 pre-split shares
of "unregistered" and "resticted" common stock to Ronald Carnago for a "Release"
of any and all debt obligations the Company owed to him. Ronald A. Carnago had
previously served on the Board of Directors and as an officer for the Company
from inception through November 1, 1996. Concurently, the Company issued
8,251,818 pre-split shares of "unregistered" and "restricted" common stock to
Ralph Brinton for settlement of an action Mr. Brinton had brought against the
Company which had been resolved in 1992. An additional 6,601,455 pre-split
shares of "unregistered" and "restricted" common stock were also issued to Mr.
Brinton for his cooperation with Summa Vest in providing historical information
on the Company. Mr. Brinton owns Sigma Medical Services, Inc., who had been a
major creditor of Summa Vest.
The Company then effected a 350 to 1 reverse split of the Company's
33,007,273 shares issued and outstanding, while retaining the present authorized
capital and par value, and making appropriate adjustments in the stated capital
and additional paid in capital accounts of the Company, with fractional shares
being rounded up. The reverse split was effective at the close of business on
November 5, 1996. The reverse split was authorized by the Board of Directors at
a meeting held on November 1, 1996. All subsequent references to shares of
Company stock reflect the aforementioned reverse split.
On or about November 5, 1996, the Company issued 225,000 shares of
"unregistered" and "restricted" securities to Jenson Services, a Utah
corporation and consultant to Summa Vest, for expenses incurred related to
bringing the Company's financial audits current and other matters concerning the
Company's status.
On or about November 7, 1996, the Company resolved to opt out of the Utah
Control Shares Acquisitions Act, Utah Code Annotated Section 61-6-1 by unanimous
consent of the Board of Directors, and the Bylaws of the Company were amended
accordingly.
<PAGE>
Business
- - --------
The Company is pesently seeking other opportunities for an acquisition,
reorganization or merger candidate.
Risk Factors
- - -------------
In any business venture, there are substantial risks specific to the
particular enterprise and which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however, at
a minimum, the Company's present and proposed business operations will be highly
speculative and subject to the same types of risks inherent in any new or
unproven venture, and will include those types of risk factors outlined below.
Limited Assets; No Source of Revenue. The Company has no assets and has had
no revenues since December 1993. Nor will the Company receive any revenues until
it completes an acquisition, reorganization or merger, at the earliest. The
Company can provide no assurance that any acquired business will produce any
material revenues for the Company or its stockholders or that any such business
will operate on a profitable basis.
Discretionary Use of Proceeds; "Blank Check" Company. Because the Company
is not currently engaged in any substantive business activities, as well as
management's broad discretion with respect to the acquisition of assets,
property or business, the Company may be deemed to be a "blank check" company.
Although management intends to apply substantially all of the proceeds that it
may receive through the issuance of stock or debt to a suitable acquisition,
subject to the criteria identified above, such proceeds will not otherwise be
designated for any more specific purpose. The Company can provide no assurance
that any allocation of such proceeds will allow it to achieve its business
objectives.
<PAGE>
Absence of Substantive Disclosure Relating to Prospective Acquisitions.
Because the Company has not yet identified any assets, property or business that
it may potentially acquire, potential investors in the Company will have
virtually no substantive information upon which to base a decision whether or
not to invest in the Company. Potential investors would have access to
significantly more information if the Company had already identified a potential
acquisition or if the acquisition target had made an offering of its securities
directly to the public. The Company can provide no assurance that any investment
in the Company will not ultimately prove to be less favorable than such a direct
investment.
Unspecified Industry and Acquired Business; Unascertainable Risks. To date,
the Company has not identified any particular industry or business in which to
concentrate its acquisition efforts. Accordingly, prospective investors
currently have no basis to evaluate the comparative risks and merits of
investing in the industry or business in which the Company may invest. To the
extent that the Company may acquire a business in a highly risky industry, the
Company will become subject to those risks. Similarly, if the Company acquires a
financially unstable business or a business that is in the early stages of
development, the Company will become subject to the numerous risks to which such
businesses are subject. Although management intends to consider the risks
inherent in any industry and business in which it may become involved, there can
be no assurance that it will correctly assess such risks.
Uncertain Structure of Acquisition. Management has had no preliminary
contact or discussions regarding, and there are no present plans, proposals or
arrangements to acquire any specific assets, property or business. Accordingly,
it is unclear whether such an acquisition would take the form of an exchange of
capital stock, a merger or an asset acquisition. However, because the Company
has virtually no resources as of the date of this Report, management expects
that any such acquisition would take the form of an exchange of capital stock.
State Restrictions on "Blank Check" Companies. A total of 36 states
prohibit or substantially restrict the registration and sale of "blank check"
companies within their borders. Additionally, 36 states use "merit review
powers" to exclude securities offerings from their borders in an effort to
screen out offerings of highly dubious quality. See Paragraph 8221, NASAA
Reports, CCH Topical Law Reports, 1990. The Company intends to comply fully with
all state securities laws, and plans to take the steps necessary to ensure that
any future offering of its securities is limited to those states in which such
offerings are allowed. However, these legal restrictions may have a material
adverse impact on the Company's ability to raise capital because potential
purchasers of the Company's securities must be residents of states that permit
the purchase of such securities. These restrictions may also limit or prohibit
stockholders from reselling shares of the Company's common stock within the
borders of regulating states.
By regulation or policy statement, eight states (Idaho, Maryland, Missouri,
Nevada, New Mexico, Pennsylvania, Utah and Washington) place various
restrictions on the sale or resale of equity securities of "blank check" or
"blind pool" companies. These restrictions include, but are not limited to,
heightened disclosure requirements, exclusion from "manual listing" registration
exemptions for secondary trading privileges and outright prohibition of public
offerings of such companies.
<PAGE>
Further, all states (with the exception of Alabama, Delaware, Florida,
Hawaii, Illinois, Minnesota, Nebraska and New York) have adopted some form of
the Small Corporate Offering Registration Exemption ("SCOR") program, which
permits an issuer to notify the Securities and Exchange Commission of certain
offerings registered in such states by filing a Form D under Regulation D of the
Securities and Exchange Commission. States participating in the SCOR program
also allow applications for registration of securities by qualification by
filing a Form U-7 with the states' securities commissions. In most
jurisdictions, "blank check" and "blind pool" companies are not eligible for
participation in the SCOR program.
Management to Devote Insignificant Time to Activities of the Company.
Members of the Company's management are not required to devote their full time
to the affairs of the Company. Because of their time commitments, as well as the
fact that the Company has no business, the members of management anticipate that
they will devote an insignificant amount of time to the activities of the
Company, at least until such time as the Company has identified a suitable
acquisition target.
No Market for Common Stock; No Market for Shares. Although the Company
intends to submit for listing of its common stock on the OTC Bulletin Board of
the National Association of Securities Dealers, Inc. (the "NASD"), there is
currently no market for such shares; there can be no assurance that such a
market will ever develop or be maintained. Any market price for shares of common
stock of the Company is likely to be very volatile, and numerous factors beyond
the control of the Company may have a significant effect. In addition, the stock
markets generally have experienced, and continue to experience, extreme price
and volume fluctuations which have affected the market price of many small
capital companies and which have often been unrelated to the operating
performance of these companies. These broad market fluctuations, as well as
general economic and political conditions, may adversely affect the market price
of the Company's common stock in any market that may develop. See Item 5, Part
II, of this Report.
Risks of "Penny Stock." The Company's common stock may be deemed to be
"penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission. Penny stocks are stocks (i) with a price of
less than five dollars per share; (ii) that are not traded on a "recognized"
national exchange; (iii) whose prices are not quoted on the NASDAQ automated
quotation system (NASDAQ-listed stocks must still meet requirement (i) above);
or (iv) is an issuer with net tangible assets less than $2,000,000 (if the
issuer has been in continuous operation for at least three years) or $5,000,000
(if in continuous operation for less than three years), or with average revenues
of less than $6,000,000 for the last three years.
There has has not been an "established public market" for the Company's
common stock for the past 5 years. At such time as the Company completes a
merger or acquisition transaction, if at all, it may attempt to qualify for
listing on either NASDAQ or a national securities exchange. However, at least
initially, any trading in its common stock will most likely be conducted in the
over-the-counter market in the "pink sheets" or the "Electronic Bulletin Board"
of the National Association of Securities Dealers, Inc. (the "NASD").
<PAGE>
There are presently no market makers for the Company's common stock. In the
event that it is unsuccessful, after completing a merger or acquisition
transaction, in obtaining a listing on NASDAQ or a national securities exchange,
it will seek a securities firm to make a market in its securities. If there is
only one market maker in the Company's securities, there is a risk that market
maker will dominate the market and set prices that are not based on competitive
forces.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in the Company's
common stock are urged to obtain and read such disclosure carefully before
purchasing any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires broker-dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker- dealer
made the determination in (ii) above; and (iv) receive a signed and dated copy
of such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
Item 2. Description of Property.
The Company has no property or assets; its principal executive office
address and telephone number are the business office address and telephone
number of Jenson Services, which are provided at no cost. See Item 1, Part I, of
this Report.
Item 3. Legal Proceedings.
The Company is not the subject of any pending legal proceedings; and to the
knowledge of management, no proceedings are presently contemplated against the
Company by any federal, state or local governmental agency.
Further, to the knowledge of management, no director or executive officer
is party to any action in which any has an interest adverse to the Company.
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of the Company's security holders during
the fourth quarter of the period covered by this report or during the previous
five calendar years.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
Market Information
- - ------------------
There is no "public market" for shares of common stock of the Company. The
Company intends to submit for listing on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. ("NASD"); however, management does not
expect any public market to develop unless and until the Company completes an
acquisition or merger. In any event, no assurance can be given that any market
for the Company's common stock will develop or be maintained. If a public market
ever develops in the future, the sale of "unregistered" and "restricted" shares
of common stock pursuant to Rule 144 of the Securities and Exchange Commission
by past or present members of management or others may have a substantial
adverse impact on any such public market.
Holders
- - -------
The number of record holders of the Company's common stock as of the year
ended December 31, 1995, was approximately 320; this number does not include an
indeterminate number of stockholders whose shares are held by brokers in street
name. The number of stockholders has been substantially the same during the past
five years, and presently.
Dividends
- - ---------
There are no present material restrictions that limit the ability of the
Company to pay dividends on common stock or that are likely to do so in the
future. The Company has not paid any dividends with respect to its common stock,
and does not intend to pay dividends in the foreseeable future.
Item 6. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation
- - -----------------
The Company has not engaged in any material operations in the period ending
December 31, 1995, or since December 1993. The Company intends to continue to
seek out the acquisition of assets, property or business that may be beneficial
to the Company and its stockholders.
The Company's only foreseeable cash requirements during the next 12 months
will relate to maintaining the Company in good standing in the State of
Utah, and keeping its reports "current" with the Securities and Exchange
Commission. Management does not anticipate that the Company will have to raise
additional funds during the next 12 months.
<PAGE>
Results of Operations
- - ---------------------
The Company has had no operations since December 1993.
Liquidity
- - ---------
The Company presently has no assets, cash or otherwise.
Item 7. Financial Statements.
Summa Vest, Inc.
Financial Statements
December 31, 1995
[With Independent Auditors' Report]
Summa Vest, Inc.
TABLE OF CONTENTS
Independent Auditors' Report 1
Balance Sheet - December 31, 1995 2
Statements of Operations for the
years ended December 31, 1995 and
December 31, 1994 3
Statements of Stockholders, Deficit for
the years ended December 31, 1995 and
December 31, 1994 4
Statements of Cash Flows for the
years ended December 31, 1995 and
December 31, 1994 5
Notes to Financial Statements 6-8
<PAGE>
Mantyla, McReynolds
and Associates, C.P.A.'s
Independent Auditors' Report
The Board of Directors and Shareholders
Summa Vest, Inc.
We have audited the accompanying balance sheet of Summa Vest, Inc. as of
December 31, 1995, and the related statements of operations, stockholders'
deficit, and cash flows for the years ended December 31, 1995 and December 31,
1994. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statments. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Summa Vest, Inc. as of
December 31, 1995, and the results of their operations and their cash flows for
the years ended December 31, 1995 and December 31, 1994 in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
Summa Vest, Inc. will continue as a going concern. As discussed in note 2 to the
financial statements, the Company has accumulated losses from operations, has no
assets, and has a not working capital deficiency that raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in note 2. The financial statements do not
include any adjustment that might result from the outcome of this uncertainty.
/S/ Mantyla, McReynolds & Associates
MANTYLA, McREYNOLDS & ASSOCIATES
Salt Lake City, Utah
November 1, 1996
<PAGE>
<TABLE>
<CAPTION>
SUMMA VEST, INC.
BALANCE SHEET
December 31, 1995
ASSETS
<S> <C>
Assets $ 0
-----------------
Total Assets $ 0
=================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
Current Liabilities (Note 5) $ 23,372
Payable to Stockholders (Note 6) 1,147
Total Liabilities $ 24,519
-----------------
Stockholders' Deficit:
Common Stock, $.001 par value;
authorized 50,000,000 shares; issued
and outstanding 18,154,000 shares $ 18,154
Additional paid in capital 304,018
Accumulated Deficit (346,691)
-----------------
Stockholders' Deficit (24,519)
-----------------
Total Liabilities and Stockholders' Deficit $ 0
=================
</TABLE>
See accompanying notes to financial statements
2
<PAGE>
<TABLE>
<CAPTION>
SUMMA VEST, INC.
STATEMENT OF OPERATIONS
For the Years Ended December 31, 1995 and December 31, 1994
1995 1994
---- ----
<S> <C> <C> <C> <C>
REVENUE:
Revenues from operations $ 0 $ 0
----------------- -----------------
Total Revenue 0 0
General and Administrative Expenses 375 0
----------------- -----------------
Net Income Before Taxes (375) 0
Income taxes 166 274
----------------- -----------------
Net Loss $ (541) $ (274)
================= =================
Loss per share $ (0.01) $ (0.01)
================= =================
Weighted Average Shares Outstanding 18,154,000 18,154,000
================= =================
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
<TABLE>
<CAPTION>
SUMMA VEST, INC.
STATEMENTS OF STOCKHOLDERS' DEFICIT
For the Years Ended December 31, 1995 and December 31, 1994
Additional Net
Common Paid in Accumulated Stockholders'
Stock Capital Deficit Deficit
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Balance, December 31, 1993 $ 18154 $ 304,018 $ (345,876) $ (23,704)
Net Income for the year ended
December 31, 1994 0 0 (274) (274)
-------------- -------------- -------------- --------------
Balance, December 31, 1994 $ 18,154 $ 304,018 $ (346,150) $ (23,978)
Net Loss for the year ended
December 31, 1995 0 0 (541) (541)
-------------- -------------- -------------- --------------
Balance, December 31, 1995 $ 18,154 $ 304,018 $ (346,691) $ (24,519)
============== ============== ============== ==============
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
<TABLE>
<CAPTION>
SUMMA VEST, INC.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1995 and 1994
1995 1994
---- ----
<S> <C> <C> <C> <C>
Cash Flows Provide by/ (Used for)
Operating Activities: $ 0 $ 0
Net Loss (541) (274)
Tax and Expenses paid by stockholder 541 274
---------------- ---------------
Net Cash Used for Operating
Activities 0 0
---------------- ---------------
Net Increase In Cash 0 0
Beginning Cash 0 0
---------------- ---------------
Ending Cash $ 0 $ 0
================ ===============
Supplemental Disclosure of Cash Flow Information
Cash paid during the periods for:
Interest $ 0 $ 0
================ ===============
Taxes $ 0 $ 0
================ ===============
</TABLE>
See accompanying notes to financial statements
5
<PAGE>
Summa Vest, Inc.
Notes to Financial Statements
December 31, 1995
Note I Organization and Summary of Significant Accounting
Policies
(a) Organization
Summa Vest, Inc. [Company] was formed as a Utah
corporation on July 22, 1985. The Company operated
primarily as a provider of temporary nursing services for
several years but has been dormant since 1993.
The Company was originally organized primarily for raising
capital and investigating business opportunities.
(b) Income Taxes
Effective January 1, 1993, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 109 (the
Statement), "Accounting for income Taxes." The Statement requires
an asset and liability approach for financial accounting and
reporting for income taxes, and the recognition of deferred tax
assets and liabilities for the temporary differences between the
financial reporting bases and tax bases of the Company's assets
and liabilities at enacted tax rates expected to be in effect
when such amounts are realized or settled. The cumulative effect
of this change in accounting for income taxes as of December 31,
1995 is $0 due to the valuation allowance established as
described below.
(c) Net income Per Common Share
Net Income per common share is based on the weighted average
number of shares outstanding.
(d) Statement of Cash Flows
For purposes of the statements of cash flows, the Company
considers cash on deposit in the bank to be cash. The Company had
$0 cash at December 31, 1995.
6
<PAGE>
Summa Vest, Inc.
Notes to Financial Statements
December 31, 1995
[continued]
Note 2 Liquidity
The Company has accumulated losses through December 31, 1995
amounting to $346,691, has no working capital at December 31, 1995,
and does not anticipate generating sufficient cash flows from
operations to meet the Company's cash requirements. These factors
raise substantial doubt about the Company's ability to continue as
a going concern.
Management plans include locating a well-capitalized merger
candidate to recommence operations. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
Note 3 Income Taxes
The Company adopted Statement No. 109 as of January 1,
1993. Prior years' financial statements have not been
restated to apply the provisions of Statement No. 109. No
provision has been made in the financial statements for
income taxes because the company has accumulated
substantial losses from operations.
The tax effects of temporary differences that give rise to
significant portions of the deferred tax asset at December 31, 1995
have no impact on the financial position of the Company. A
valuation allowance is provided when it is more likely than not
that some portion of the deferred tax asset will not be realized.
Because of the lack of taxable earnings history, the Company has
established a valuation allowance for all future deductible
temporary differences.
Note 4 Common Stock
The Company is obligated to issue 14,853,273 shares of common stock
to an individual in the settlement of a dispute, and an additional
2,000,000 shares to a former officer and shareholder. As of
December 31, 1995, the shares referred to above have not been
issued.
7
<PAGE>
Summa Vest, Inc.
Notes to Financial Statements
December 31, 1995
continued
Note 4 Common Stock (Continued)
The company has resolved to effect a 350 to 1 reverse split of
the 35,007,273 outstanding securities (after issuance of the
shares mentioned above), while retaining the present authorized
capital and par value, and making appropriate adjustments in the
paid-in-capital accounts. Fractional shares will be rounded to
the nearest whole share. The effective date of the reverse split
will be the close of business, November 5, 1996.
The Company will then issue 225,000 (post-split) shares of common
stock to a consultant as consideration for expenses incurred by
the Company but paid by the consultant.
Note 5 Current Liabilities
As of the balance sheet date, the Company had an outstanding debt
to a State Compensation Insurance Fund of California for a
disputed claim of $23,037. Subsequent to the balance sheet date
the Company reached an agreement to settle this debt at a reduced
amount of $2,304. The settlement agreement further requires the
Company to pay $20,734, on a contingent basis, should its nursing
service, Alert Nursing services, ever utilize the State
Compensation Insurance Fund of California in the future. Since
the nursing service is defunct, and the Company has no intention
of re-entering that line of business, management considers this
contingency to be nominal. The remaining balance in current
liabilities, of $1,107, is for state franchise taxes and fees.
8
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
There were no changes in principal accountants in the past two calender
years.
Arthur Young & Company, of Salt Lake City, Utah, audited the financial
statements of the Company, from July 22, 1985 (date of inception) through
September 30, 1985.
There were no disagreements between the Company and Arthur Young & Company,
whether resolved or not resolved, on any matter of accounting principles or
pactices, financial statement disclosure or auditing scope or procedure, which,
if not resolved, would have caused him to make reference to the subject matter
of the disagreement in connection with their report.
The report of Arthur Young & Company, dated January 16, 1986, did not
contain any adverse opinion or disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope or accounting principles.
The audit completed for 1985 by Arthur Young & Company was included in the
Company's 10-KSB annual report for 1986, as filed on February 3, 1988. The
Company has had no subsequent filings since filing a Form 15 on February 3,
1988, and Arthur Young & Company's engagement with the Company ended in 1986.
On January 12, 1996, the Board of Directors appointed, Kim McReynolds, of
Mantyla, McReynolds and Associates to perform the 1995 audit for reasons of
geographic convenience and professional association. The board affected the
change of accountant for no reasons affiliated with disagreements or
discrepancies.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Identification of Directors and Executive Officers
- - --------------------------------------------------
The following table sets forth, in alphabetical order, the names and the
nature of all positions and offices held by all directors and executive officers
of the Company for the years ending December 31, 1991, 1992, 1993, 1994 and
1995, and to the date hereof, and the period or periods during which each such
director or executive officer served in his or her respective positions.
<PAGE>
<TABLE>
<CAPTION>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- - ---- --------- ----------- --------------
<S> <C> <C> <C>
Ronald A. Carnago President 07/22/85 11/01/96
and Director
Gayle Crump Sec'y/Treasurer 07/01/85 12/14/94
Christopher D. Earl President 11/01/96 *
and Director
Jeffrey D. Jenson Sec'y/Treasurer 12/14/94 *
J. Ralph Macfarlane, M.D. Vice President 07/22/85 05/01/92
and Director
Donald C. Morrison Vice President 12/14/94 *
Jed H. Pitcher Director 07/22/85 05/01/92
</TABLE>
*These persons presently serve in the capacities indicated opposite their
respective names.
Term of Office
- - --------------
The term of office of the current directors shall continue until the annual
meeting of stockholders, which has been scheduled by the Board of Directors to
be held on the second Tuesday of October of each year. The annual meeting of the
Board of Directors immediately follows the annual meeting of stockholders, at
which officers for the coming year are elected.
Business Experience
- - -------------------
Christopher D. Earl. Mr. Earl is 25 years of age. He graduated from
Cottonwood High School in 1991. He has attended Salt Lake Community College for
the past four years. Mr. Earl has been operating a small business, Exotic Toys,
which specializes in the manufacturing and fabrication of high performance
specialty ATV and snowmobile parts, for the past three years.
Don C. Morrison. Mr. Morrison is 38 years of age. He graduated with a B.S.
degree in Financial Management from Oregon State University in 1984. Mr.
Morrison has several years' experience in the computer industry. From 1987 to
1993, he was employed as Product Development Manager for Message Transport
Systems in Salt Lake City, Utah, where he directed the development of new
software products for mini- and microcomputer systems. From 1993 to 1994, Mr.
Morrison provided contract services to Systems West, where he was responsible
for the design and development of a customer analyst at Novell, Inc. since
November, 1994. Mr. Morrison is currently employed at Novell, Inc.
Jeff D. Jenson. Mr. Jenson is 25 years of age. He graduated from
Westminster College in Salt Lake City, Utah, in 1992, with degrees in Business
<PAGE>
Management and Aviation Management/Professional Pilot. From February, 1992, to
June, 1992, he interned in airport management with the Salt Lake Airport
Authority. From 1993 to the present, Mr. Jenson has served as an officer and/or
director for a number of developmental stage companies. From September, 1991, to
the present, Mr. Jenson has been employed by Jenson Services, Inc., a financial
consulting firm in Salt Lake City, Utah.
Family Relationships
- - --------------------
There are no family relationships among any directors, executive officers
or persons nominated to become such, whether by blood or marriage.
Involvement in Certain Legal Proceedings
- - ----------------------------------------
Except as indicated below and to the knowledge of management, during the
past five years, no present or former director, person nominated to become a
director, executive officer, promoter or control person of the Company:
(1) Was a general partner or executive officer of any business by or
against which any bankruptcy petition was filed, whether at the time of such
filing or two years prior thereto;
(2) Was convicted in a criminal proceeding or named the subject of
a pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) Was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting, the
following activities:
(i) Acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction merchant,
associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in
securities, or as an affiliated person, director or
employee of any investment company, bank, savings and
loan association or insurance company, or engaging in
or continuing any conduct or practice in connection
with such activity;
(ii) Engaging in any type of business practice; or
(iii) Engaging in any activity in connection with the purchase
or sale of any security or commodity or in connection
with any violation of federal or state securities laws or
federal commodities laws;
(4) Was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any federal or state authority barring,
suspending or otherwise limiting for more than 60 days the right of such
person to engage in any activity described above under this Item, or to be
associated with persons engaged in any such activity;
<PAGE>
(5) Was found by a court of competent jurisdiction in a civil action
or by the Securities and Exchange Commission to have violated any federal
or state securities law, and the judgment in such civil action or finding
by the Securities and Exchange Commission has not been subsequently
reversed, suspended, or vacated; or
(6) Was found by a court of competent jurisdiction in a civil action
or by the Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.
Compliance with Section 16(a) of the Exchange Act
- - -------------------------------------------------
No securities of the Company are registered pursuant to Section 12(g) of
Securities Exchange Act of 1934 as amended, and according, the Company is not
subject to the provisions of 16(a).
Item 10. Executive Compensation.
Cash Compensation
- - -----------------
The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Years or Other Restricted Option/ LTIP All
Principal Periods $ $ Annual Stock SAR's Payouts Other
Position Ended Salary Bonus Compen- Awards ($) (#) ($) Compensa-
Dec 31, sation($) tion ($)
Ronald A. 1993 0 0 0 0 0 0 0
Carnago, 1994 0 0 0 0 0 0 0
1995 0 0 0 0 0 0 0
Christopher 1993 0 0 0 0 0 0 0
D. Earl, 1994 0 0 0 0 0 0 0
President 1995 0 0 0 0 0 0 0
& Director
Don C. 1993 0 0 0 0 0 0 0
Morrison, 1994 0 0 0 0 0 0 0
Vice 1995 0 0 0 0 0 0 0
President
& Director
Jeffrey D. 1993 0 0 0 0 0 0 0
Jenson, 1994 0 0 0 0 0 0 0
Sec'y/ 1995 0 0 0 0 0 0 0
Treasurer
& Director
</TABLE>
<PAGE>
No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to the Company's management during the years
ending December 31, 1995, 1994 or 1993, or the period ending on the date of this
Report. Further, no member of the Company's management has been granted any
option or stock appreciation right; accordingly, no tables relating to such
items have been included within this Item. See the Summary Compensation Table of
this Item.
Compensation of Directors
- - -------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.
There are no arrangements pursuant to which any of the Company's directors
were compensated during the Company's last completed fiscal year or the previous
two fiscal years for any service provided as director. See the Summary
Compensation Table of this Item.
Termination of Employment and Change of Control Arrangement
- - -----------------------------------------------------------
There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in the Summary
Compensation Table set out above which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of such person's employment with the Company or its subsidiaries, or
any change in control of the Company, or a change in the person's
responsibilities following a change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
Security Ownership of Certain Beneficial Owners
- - -----------------------------------------------
The following table sets forth the shareholdings of those persons who own
more than five percent of the Company's common stock as of December 31, 1995,
1994 and 1993, and to the date hereof:
<TABLE>
<CAPTION>
Number and Percentage*
of Shares Beneficially Owned
----------------------------
Name and Address 12/31/93 to 12/31/95 Currently
- - ---------------- -------------------- ---------
<S> <C> <C>
G.R.B. Enterprises, Ltd. 3,141* 6% 3,141* 1%
1444 South 1195 East
Ogden, UT 84404
Ralph D. Brinton 0 0% 42,438* 13.5%
2175 Country Club Drive
Salt Lake City, Utah 84109
Jenson Services, Inc.
1787 E. Fort Union Blvd. Ste.106 0 0% 225,000 69%
Salt Lake City, UT 84121
</TABLE>
*Retroactively reflects 350 for one reverse split effective November 5, 1996.
<PAGE>
Security Ownership of Management
- - --------------------------------
The following table sets forth the shareholdings of the Company's directors
and executive officers as of December 31, 1995, 1994 and 1993, and to the date
hereof:
<TABLE>
<CAPTION>
Number and Percentage*
of Shares Beneficially Owned
----------------------------
Name and Address 12/31/93 to 12/31/95 Currently
- - ---------------- -------------------- ---------
<S> <C> <C>
Ronald A. Carnago
1011 Commino Del Rio South Ste.500 0 0% 5,715* 2%
Sand Diego, CA 92108
Christopher D. Earl 0 0% 0
4602 W. 8400 S.
West Jordan, UT 84088
Don C. Morrison 0 0% 0
9352 Sterling Dr.
Sandy, UT 84093
Jeff D. Jenson 0 0% 0
1787 East Ft. Union Blvd., #106
Salt Lake City, Utah 84121
All officers and directors (4) 0 0% 5,715* 2%
</TABLE>
*Retroactively reflects 350 for one reverse split effective November 5, 1996.
<PAGE>
Changes in Control
- - ------------------
There are no present arrangements or pledges of the Company's
securities which may result in a change in its control.
Item 12. Certain Relationships and Related Transactions.
Transactions with Management and Others
- - ---------------------------------------
Except as indicated below and in Item 1, Part I, "Business Development,"
there were no material transactions, or series of similar transactions, during
the Company's last three fiscal years, or any currently proposed transactions,
or series of similar transactions, to which the Company or any of its
subsidiaries was or is to be a party, in which the amount involved exceeded
$60,000 and in which any director, executive officer or any security holder who
is known to the Company to own of record or beneficially more than five percent
of any class of the Company's common stock, or any member of the immediate
family of any of the foregoing persons, had an interest.
On or about November 1, 1996, Ronald A. Carnago was issued 2,000,000
pre-split shares of "unregistered" and "restricted" common stock for a "Release"
of any and all debt obligations the company owed to him. Ronald A. Carnago had
previously served on the Board of Directors and as an officer for the Company
from inception through November 1, 1996.
On or about November 5, 1996, Jenson Services, was issued 225,000
post-split shares of "unregistered" and "restricted" common stock for expenses
incurred related to bringing the Company's financial audits current and other
matters concerning the Company's status. Jeffrey D. Jenson presently serves on
the Company's Board of Directors and as Secretary/Treasurer of the Company.
Jeffrey D. Jenson is also a Director and Vice President of Jenson Services, the
Company's consulting firm.
Business Relationships
- - ------------------------------
Except as indicated under the caption "Transactions with Management and
Others" above, and in Item 1, Part I, "Business Development," there were no
material transactions, or series of similar transactions, during the Company's
last three calendar years, or any currently proposed transactions, or series of
similar transactions, to which it or any of its subsidiaries was or is to be a
party, in which the amount involved exceeded $60,000 and in which any director,
executive officer or any security holder who is known to the Company to own of
record or beneficially more than five percent of any class of its common stock,
or any member of the immediate family of any of the foregoing persons, had an
interest.
Indebtedness of Management
- - --------------------------
Except as indicated under the caption "Transactions with Management and
Others" above, and in Item 1, Part I, "Business Development," there were no
material transactions, or series of similar transactions, during the Company's
last three calendar years, or any currently proposed transactions, or series of
similar transactions, to which it or any of its subsidiaries was or is to be a
party, in which the amount involved exceeded $60,000 and in which any director,
executive officer or any security holder who is known to the Company to own of
record or beneficially more than five percent of any class of its common stock,
or any member of the immediate family of any of the foregoing persons, had an
interest.
Transactions with Promoters
- - ---------------------------
Except as indicated under the caption "Transactions with Management and
Others" above, and in Item 1, Part I, "Business Development," there were no
material transactions, or series of similar transactions, during the Company's
last three calendar years, or any currently proposed transactions, or series of
similar transactions, to which it or any of its subsidiaries was or is to be a
party, in which the amount involved exceeded $60,000 and in which any
<PAGE>
promoter or founder or any member of the immediate family of any of the
foregoing persons, had an interest.
Item 13. Exhibits and Reports on Form 8-K.
Reports on Form 8-K
- - -------------------
None.
Exhibits*
- - --------
(3)(i) Initial Articles of Incorporation
(3)(ii) By-Laws
(3)(iii) Amendment to By-Laws
(4) S-18 Registration Statement**
(27) Financial Data Schedule
*A summary of any Exhibit is modified in its entirety by reference to the
actual Exhibit.
**These documents and related exhibits have previously been filed with the
Securities and Exchange Commission and are incorporated herein by this
reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SUMMA VEST, INC.
Date: November 13, 1996 By /s/ CHRISTOPHER D. EARL
--------------------------
Christopher D. Earl, President
and Director
Date: November 13, 1996 By /s/ JEFFREY D. JENSON
------------------------
Jeffrey D. Jenson,
Sec'y/Treasurer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
SUMMA VEST, INC.
Date: November 13, 1996 By /s/ CHRISTOPHER D. EARL
Date: November 13, 1996 By /s/ JEFFREY D. JENSON
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS - Enclosed.
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT
No annual report or proxy material has been forwarded to securities holders
of the Registrant during the period covered by this report or for the previous
three calendar years ended December 31; however, if any annual report or proxy
material is furnished to security holders in connection with the annual meeting
of stockholders to be held in 1996, a copy of any such annual report or proxy
materials shall be forwarded to the Commission when it is forwarded to security
holders.
<PAGE>
ARTICLES OF INCORPORATION
OF
SUMMA VEST, INC.
We, the undersigned, natural persons being more than eighteen (18) years
of age, acting as incorporators of a corporation pursuant to the provisions of
the Utah Business Corporation Act, do hereby adopt the following Articles of
Incorporation for such corporation:
ARTICLE I
Name
The name of the corporation hereby created shall be:
SUMMA VEST, INC.
ARTICLE II
Duration
The corporation shall continue in existence perpetually unless sooner
dissolved according to law.
ARTICLE III
Purposes
The Corporation is organized for the following purpose or purposes: to
seek, investigate, acquire interests in and dispose of businesses and business
opportunities, ventures, assets, and to do all things necessary or convenient
relating thereto; and to engage in any business or enterprise and any other acts
or activities for which corporations may be organized under the laws of the
state of Utah; and to exercise such powers and engage in all transactions as
permitted by the laws of the state of Utah.
ARTICLE IV
Capitalization
The corporation is authorized to issue 50,000,000 common shares, all of
which shall have a par value of $0.001 per share. Each share shall have equal
rights as to voting and in the event of dissolution of liquidation. The common
stock of the corporation shall be subject to such restrictions on transfer as
may be set forth in the bylaws of the corporation, as adopted by the Board of
Directors and ratified by the shareholders.
ARTICLE V
Paid in Capital
The corporation shall not commence business until consid eration of a
value of at least $1,000.00 has been received by it as consideration for the
issuance of its shares.
ARTICLE VI
Pre-Emptive Rights
The Shareholders of the Corporation shall not have preemptive
rights to subscribe for or to acquire additional shares of the
<PAGE>
Corporation, whether such shares be hereby or hereafter authorized.
ARTICLE VII
Officers' and Directors' Contracts
No contract or other transaction between this corporation and any other
firm or corporation shall be affected by the fact that a director or officer of
this corporation has an interest in, or is a director or officer of such firm or
other corporation. Any officer or director, individually or with others, may be
a party to, or may have an interest in, any transaction of this corporation or
any transaction in which this corporation is a party or has an interest. Each
person who is now or may become an officer or director of this corporation is
hereby relieved from liability that he might otherwise obtain in the event such
officer or director contracts with this corporation for the benefit of himself
or any firm or other corporation in which he may have an interest, provided such
officer or director acts in good faith.
-2-
ARTICLE VIII
Registered Office and Agent
The address of the initial registered office of the
corporation and its initial registered agent at such address
is:
Ronald A. Carnago
American Plaza III
47 West 200 South
Suite 510
Salt Lake City, Utah 84101
ARTICLE IX
Directors
The corporation shall have not less than three (3) nor more
<PAGE>
than nine (9) directors as determined, from time to time, by the Board of
Directors. The original Board of Directors shall be comprised of three (3)
persons. The names and addresses of the persons who are to serve as directors
until the first annual meeting of shareholders and until their successors are
elected and shall qualify are as follows:
Ronald A. Carnago 1720 Meadow Moor
Salt Lake City, UT 84117
J. Ralph Macfarlane, M.D. 3905 Harrison Blvd.
Ogden, UT 84403
Jed Pitcher 2505 Parleys Way
P.O. Box 25185
Salt Lake City, UT 84125
ARTICLE X
Incorporators
The names and addresses of the incorporators are:
Ronald A. Carnago 1720 Meadow Moor
Salt Lake City, UT 84117
J. Ralph Macfarlane, M.D. 3905 Harrison Blvd.
Ogden, UT 84403
Jed Pitcher 2505 Parleys Way
P.O. Box 25185
Salt Lake City, UT 84125
-3-
ARTICLE XI
Adoption and Amendment of Bylaws
The initial bylaws of the Corporation shall be adopted by its
board of directors. The power to alter or amend or repeal the
<PAGE>
bylaws or adopt new bylaws shall be vested in the board of directors, but the
holders of common stock of the Corporation may also alter, amend, or repeal the
bylaws or adopt new bylaws. The bylaws may contain any provisions for the
regulation and management of the affairs of the Corporation not inconsistent
with law or these articles of incorporation.
ARTICLE XII
Indemnification of Directors and Officers
The Corporation shall indemnify any and all persons who may serve or who
have served at any time as directors or officers or who at the request of the
Board of Director of the Corporation, may serve or 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 assigns, 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 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 of the Corporation, or of
such other corporation, except in relation to matters as to which any such
director or officer of the Corporation, or of such other corporation or former
director or officer or person shall be adjudged in any action, suit or
proceeding to be liable for his own negligence or 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, by law, agreement, vote
of shareholder or otherwise.
DATED this 22nd day of July, 1985.
/S/Ronald A. Carnago
Ronald A. Carnago
/S/ J. Ralph Macfarlane, M.D.
J. Ralph Macfarlane, M.D.
/S/ Jed Pitcher
Jed Pitcher
-4-
<PAGE>
STATE OF UTAH
:ss.
County of Salt Lake
I, Sharon Allen, a notary public, hereby certify that on the 22nd day of
July,, 1985, personally appeared before me Ronald A. Carnago, J. Ralph
Macfarlane and Jed Pitcher, being by me first duly sworn, severally declared
that they are the persons who signed the foregoing document as incorporators and
that the statements contained therein are true.
WITNESS my hand and official seal.
/S/ Sharon Allen
My commission expires: N 0 T A R Y P U B L I C
2/26/86 Residing in Salt Lake County
The undersigned, Ronald A. Carnago, hereby consents to being named as
registered agent for Summa Vest, Inc.
/S/ RONALD A. CARNAGO
Ronald A. Carnago
-5-
B Y L A W S
of
SUMMA VEST, INC.
a Utah Corporation
<PAGE>
<TABLE>
<CAPTION>
T A B L E 0 F C 0 N T E N T S
Page
ARTICLE I
<S> <C> <C> <C> <C>
OFFICES
Section 1.01 Locations of Offices 1
Section 1.02 Principal Office 1
ARTICLE II
SHAREHOLDERS
Section 2.01 Annual Meeting 1
Section 2.02 Special Meetings 1
Section 2.03 Place of Meetings 2
Section 2.04 Notice of Meetings 2
Section 2.05 Waiver of Notice 2
Section 2.06 Fixing Record Date 2
Section 2.07 Voting Lists 3
Section 2.08 Quorum 3
Section 2.09 Voting on Shares 3
Section 2.10 Proxies 4
Section 2.11 Written Consent to Action by
Shareholders 4
ARTICLE III
BOARD OF DIRECTORS
Section 3.01 General Powers 4
Section 3.02 Number, Term and Qualifications 4
Section 3.03 Classification of Directors 5
Section 3.04 Regular Meetings 5
Section 3.05 Special Meetings 5
Section 3.06 Meetings by Telephone Conference
Call 5
Section 3.07 Notice 6
Section 3.08 Quorum 6
Section 3.09 Manner of Acting 6
Section 3.10 Vacancies and Newly Created
Directorships 6
Section 3.11 Compensation 6
Section 3.12 Presumption of Assent 6
Section 3.13 Resignations 7
Section 3.14 Written Consent to Action by
Directors 7
Section 3.15 Removal 7
<PAGE>
ARTICLE IV
OFFICERS
Section 4.01 Number 7
Section 4.02 Election, Term of Office and
Qualifications 7
Section 4.03 Subordinate Officers, etc 8
Section 4.04 Resignation 8
Section 4.05 Removal 8
Section 4.06 Vacancies and Newly Created
Offices 8
Section 4.07 The Chairman of the Board 8
Section 4.08 The President 8
Section 4.09 The Vice Presidents 9
Section 4.10 The Secretary 9
Section 4.11 The Treasurer 10
Section 4.12 General Manager 11
Section 4.13 Salaries 12
Section 4.14 Surety Bonds 12
ARTICLE V
EXECUTION OF INSTRUMENTS, BORROWING OF
MONEY AND DEPOSIT OF CORPORATE FUNDS
Section 5.01 Execution Instruments 12
Section 5.02 Loans 12
Section 5.03 Deposits 13
Section 5.04 Checks, Drafts, etc 13
Section 5.05 Bonds and Debentures 13
Section 5.06 Sale, Transfer, etc. of
Securities 13
Section 5.07 Proxies 14
ARTICLE VI
CAPITAL SHARES
Section 6.01 Share Certificates 13
Section 6.02 Transfer of Shares 14
Section 6.03 Regulations 15
Section 6.04 Maintenance of Share Book at
Principal Place of Business 15
Section 6.05 Transfer Agents and Registrars 15
Section 6.06 Closing of Transfer Books and
Fixing of Record Date 15
Section 6.07 Lost or Destroyed Certificates 16
<PAGE>
ARTICLE VII
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 7.01 How Constituted 16
Section 7.02 Powers 16
Section 7.03 Proceedings 17
Section 7.04 Quorum and Manner of Acting 17
Section 7.05 Resignations 17
Section 7.06 Removal 17
Section 7.07 Vacancies 17
Section 7.08 Compensation 17
ARTICLE VIII
INDEMNIFICATION
Section 8.01 Indemnification: Third
Party Actions 18
Section 8.02 Indemnification: Corporat
Actions 18
Section 8.03 Determination 19
Section 8.04 General Indemnification 19
Section 8.05 Advances 19
Section 8.06 Scope of Indemnification 19
Section 8.07 Insurance 19
</TABLE>
ARTICLE IX
FISCAL YEAR 20
ARTICLE X
DIVIDENDS 20
ARTICLE XI
AMENDMENTS 20
CERTIFICATE OF SECRETARY 21
BYLAWS
OF
SUMMA VEST, INC.
ARTICLE I OFFICES Section 1.01 Locations of Offices. The corporation may
maintain such offices, within or without the state of incorporation, as the
board of directors may from time to time designate.
Section 1.02 Principal Office. The address of the principal office of the
corporation shall be at the address of the registered office of the corporation
as so designated in the office of the Lieutenant Governor/Secretary of State of
the state of incorporation, or at such other address as the board of directors
shall
<PAGE>
from time to time determine.
ARTICLE II SHAREHOLDERS Section 2.01 Annual Meeting. The annual meeting of
the shareholders shall be held on the second Tuesday of the third month
following the anniversary of incorporation or at such other time designated by
the board of directors and as is provided for in the notice of the meeting,
provided that whenever such date falls on a legal holiday, the meeting shall be
held on the next succeeding business day, beginning with the year following the
filing the articles of incorporation, for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the election of directors shall not be held on the day designated herein for the
annual meeting of the shareholders, or at any adjournment thereof, the board of
directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as may be convenient.
Section 2.02 Special Meetings. Special meetings of the shareholders may be
called at any time by the chairman of the board, the president, or by the board
of directors, or in their absence or disability, by any vice-president, and
shall be immediately called by the president, or in his absence or disability,
by a vice- president, or by the secretary, upon the written request of the
holders of not less than one-tenth of all the shares entitled to vote at the
meeting, such written request to state the purpose, or purposes, of the meeting
and to be delivered to the president, such vice-president or the secretary.
In case of failure to call such meeting within 20 days after such request, such
shareholder or shareholders may call the same.
Section 2.03 Place of Meetings. The board of directors may designate any
place, either within or without the state of incorporation, as the place of
meeting for any annual meeting or for any special meeting called by the board of
directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the state of
incorporation, as the place for the holding of such meeting. If no designation
is made, or if a special meeting be otherwise called, the place of meeting shall
be at the principal office of the corporation.
Section 2.04 Notice of Meetings The secretary or assistant secretary, if
any, shall cause notice of the time, place, and purpose or purposes of all
meetings of the shareholders (whether annual or special), to be mailed at least
ten (but not more than 50 days prior to the meeting, to each shareholder of
record entitled to vote.
Section 2.05 Waiver of Notice. Any shareholder may waive notice of any
meeting of shareholders (however called or noticed, whether or not called or
noticed and whether before, during or after the meeting), by signing a written
waiver of notice or a consent to the holding of such meeting, or an approval of
the minutes thereof. Attendance at a meeting, in person or by proxy, shall
constitute waiver of all defects of call or notice regardless of whether waiver,
consent or approval is signed or any objections are made. All such waivers,
consents, or approvals shall be made a part of the minutes of the meeting.
Section 2.06 Fixing Record Date. For the purpose of determining
shareholders
<PAGE>
entitled to notice of 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 share
transfer books shall be closed, for the purpose of determining shareholders
entitled to notice of or to vote at such meeting, but not for a period exceeding
50 days. If the share transfer books are closed for the purpose of determining
shareholders entitled to notice of or to vote at such meeting, such books shall
be closed for at least ten days immediately preceding such meeting.
In lieu of closing the share 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 ten days prior to the date on which the particular
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action requiring such determination of shareholders is to be taken. If the
share transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting or
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 the record date for such
determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment thereof. Failure to comply
with this section shall not affect the validity of any action taken at a meeting
of shareholders.
Section 2.07 Voting Lists. The officer or agent having charge of the share
transfer books for shares of the corporation shall make, at least ten days
before each meeting of shareholders, 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, for a period of ten days prior to such meeting, shall be kept on
file at the registered office of the corporation and shall be subject to
inspection by any shareholder during the whole time of the meeting. The original
share transfer book shall be prima facie evidence as to the shareholders who are
entitled to examine such list or transfer books or to vote at any meeting of
shareholders.
Section 2.08 Quorum. One third of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of
the majority of the shares represented at the meeting and entitled to vote on
the subject shall constitute action by the shareholders, unless the vote of a
greater number or voting by classes is required by the laws of the state of
incorporation of the corporation or the articles of incorporation. If less than
one-third of the outstanding shares are represented at a meeting, a majority of
the shares so represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed.
<PAGE>
Section 2.09 Voting of Shares. Each outstanding share of the corporation
entitled to vote shall be entitled to one vote on each matter submitted to vote
at a meeting of shareholders, except to the extent that the voting rights of the
shares of any class or classes are limited or denied by the articles of
incorporation.
Neither treasury shares nor shares held by another corporation if a
majority of the shares entitled to vote for the election of directors of such
other corporation is held by the
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<PAGE>
corporation, shall be voted at any meeting or counted in determining the
total number of outstanding shares at any given time.
Section 2.10 Proxies. At each meeting of the shareholders, each shareholder
entitled to vote shall be entitled to vote in person or by proxy, provided,
however, that the right to vote by proxy shall exist only in case the instrument
authorizing such proxy to act shall have been executed in writing by the
registered holder or holders of such shares, as the case may be, as shown on the
share transfer books of the corporation or by his attorney thereunto duly
authorized in writing. Such instrument authorizing a proxy to act shall be
delivered at the beginning of such meeting to the secretary of the corporation
or to such other officer or person who may, in the absence of the secretary, be
acting as secretary of the meeting. In the event that any such instrument shall
designate two or more persons to act as proxies, a majority of such persons
present at the meeting, or, if only one be present, that one shall (unless the
instrument shall otherwise provide) have all of the powers conferred by the
instrument upon all persons so designated. Persons holding shares in a fiduciary
capacity shall be entitled to vote the shares so held, and the persons whose
shares are pledged shall be entitled to vote, unless in the transfer by the
pledgor on the books of the corporation he shall have expressly empowered the
pledgee to vote thereon, in which case the pledgee, or his proxy, may represent
such shares and vote thereon.
Section 2.11 Written Consent to Action by Shareholders. Any action required
to be taken at a meeting of the shareholders, or any other 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 all of
the shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE III
BOARD OF DIRECTORS
Section 3.01 General Powers. The property, affairs and business of the
corporation shall be managed by its board of directors. The board of directors
may exercise all the powers of the corporation whether derived from law or the
articles of incorporation, except such powers as are by statute, by the articles
of incorporation or by these Bylaws, vested solely in the shareholders of the
corporation.
Section 3.02 Number, Term and Qualifications. The board of directors shall
consist of three persons. Increases or decreases to said number may be made,
within the numbers authorized by the articles of incorporation, as the board of
directors shall from time to time determine by amendment to these -4-
<PAGE>
bylaws. An increase or a decrease in the number of the board of the board
of directors may also be had upon amendment to these Bylaws by a majority vote
of all of the shareholders, and the number of the directors to be so increased
or decreased shall be fixed upon a majority vote of all of the shareholders of
the corporation. Each director shall hold office until the next annual meeting
of shareholders and until his successor shall have been elected and shall have
qualified. Directors need not be residents of the state of incorporation or
shareholders of the corporation.
Section 3.03 Classification of Directors. In lieu of electing the entire
number of directors annually, the board of directors may provide that the
directors be divided into either two or three classes, each class to be as
nearly equal in number as possible, the term of office of directors of the first
class to expire at the first annual meeting of shareholders after their
election, that of the second class to expire at the second annual meeting after
their election, and that of the third class, if any, to expire at the third
annual meeting after their election. At each annual meeting after such
classification the number of directors equal to the number of the class whose
term expires at the time of such meeting shall be elected to hold office until
the second succeeding annual meeting, if there be two classes, or until the
third succeeding annual meeting if there be three classes.
Section 3.04 Regular Meetings. A regular meeting of the board of directors
shall be held without other notice than this Bylaw immediately following, and at
the same place as, the annual meeting of shareholders. The board of directors
may provide by resolution the time and place, either within or without the state
of incorporation, for the holding of additional regular meetings without other
notice than such resolution.
Section 3.05 Special meetings. Special meetings of the board of directors
may be called by or at the request of the president, vice-president or any two
directors. The person or persons authorized to call special meetings of the
board of directors may fix any place, either within or without the state of
incorporation, as the place for holding any special meeting of the board of
directors called by them.
Section 3.06 Meetings by Telephone Conference Call. Members of the board of
directors may participate in a meeting of the board of directors or a committee
of the board of directors by means of conference telephone or similar
communication equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting.
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Section 3.07 Notice. Notice of any special meeting shall be given at least
five days prior thereto by written notice delivered personally or mailed to each
director at his regular business address or residence, or by telegram. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail so addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company* Any director may waive notice of any
meeting. Attendance of a
<PAGE>
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting solely for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened.
Section 3.08 Quorum. A majority of the number of directors shall constitute
a quorum for the transaction of business at any meeting of the board of
directors, but if less than a majority is present at a meeting, a majority of
the directors present may adjourn the meeting from time to time without further
notice.
Section 3.09 Manner of Acting. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, and individual directors shall have no power as such.
Section 3.10 Vacancies and Newly Created Directorships. if any vacancies
shall occur in the board of directors by reason of death, resignation or
otherwise, or if the number of directors shall be increased, the directors then
in office shall continue to act and such vacancies or newly created
directorships shall be filled by a vote of the directors then in office, though
less than a quorum, in any way approved by the meeting. Any directorship to be
filled by reason of the removal of one or more directors by the shareholders may
be filled by election by the shareholders at the meeting at which the director
or directors are removed.
Section 3.11 Compensation. By resolution of the board of directors, the
directors may 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 3.12 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, 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 or certified mail to the
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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 3.13 Resignations. A director may resign at any time by delivering
a written resignation to either the president, a vice-president, the secretary
or assistant secretary, if any. The resignation shall become effective on its
acceptance by the board of directors provided that if the board has not acted
thereon within ten days from the date presented, the resignation shall be deemed
accepted.
Section 3.14 Written Consent to Action by Directors. Any action required to
be taken at a meeting of the directors of the corporation or any other action
which may be taken at a meeting of the directors or of a committee, may be taken
without a meeting, if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors, or all of the members of the committee,
as the case
<PAGE>
may be. Such consent shall have the same legal effect as a unanimous vote
of all the directors or members of the committee.
Section 3.15 Removal. At a meeting expressly called for that purpose, one
or more directors may be removed by a vote of a majority of the shares of
outstanding stock of the corporation entitled to vote at an election of
directors.
ARTICLE IV OFFICERS Section 4.01 Number. The officers of the corporation
shall be a president, one or more vice-presidents, as shall be determined by
resolution of the board of directors, a secretary, a treasurer and such other
officers as may be appointed by the board of directors. The board of directors
may elect, but shall not be required to elect, a chairman of the board and the
board of directors may appoint a general manager.
Section 4.02 Election, Term of Office and Qualifications. The officers
shall be chosen by the board of directors annually at its annual meeting. In the
event of failure to choose officers at an annual meeting of the board of
directors, officers may be chosen at any regular or special meeting of the board
of directors. Each such officer (whether chosen at an annual meeting of the
board of directors to fill a vacancy or otherwise) shall hold his office until
the next ensuing annual meeting of the board of directors and until his
successor shall have been chosen and qualified, or until his death or until his
resignation or removal in the manner provided in these Bylaws. Any one person
may hold any two or more of such offices except that the president shall not
also be the secretary. No person holding two or more offices shall act in or
execute any instrument in the
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capacity of more than one office. The chairman of the board, if any, shall
be and remain director of the corporation during the term of his office. No
other officer need be a director.
Section 4.03 Subordinate Officers, etc. The board of directors from time to
time may appoint such other officers or agents as it may deem advisable, each of
whom shall have such title, hold office for such period, have such authority and
perform such duties as the board of directors from time to time may determine.
The board of directors from time to time may delegate to any officer or agent
the power to appoint any such subordinate officer or agents and to prescribe
their respective titles, terms of office, authorities and duties. Subordinate
officers need not be shareholders or directors.
Section 4.04 Resignations. Any officer may resign at any time by delivering
a written resignation to the board of directors, the president, or the
secretary. Unless otherwise specified therein, such resignation shall take
effect upon delivery.
Section 4.05 Removal. Any officer may be removed from office at any special
meeting of the board of directors called for that purpose or at a regular
meeting, by the vote of a majority of the directors, with or without cause. Any
officer or agent appointed in accordance with the provisions of Section 4.03
hereof may also
<PAGE>
be removed, either with or without cause, by any officer upon whom such power of
removal shall have been conferred by the board of directors.
Section 4.06 Vacancies and Newly Created Offices. If any vacancy shall
occur in any office by reason of death, resignation, removal, disqualification
or any other cause, or if a new office shall be created, then such vacancies or
newly created offices may be filled by the board of directors at any regular or
special meeting.
Section 4.07 The Chairman of the Board. The chairman of the board, if there
be such an officer, shall have the following powers and duties:
(a) He shall preside at all shareholders' meetings;
(b) He shall preside at all meetings of the board of
directors; and
(c) He shall be a member of the executive committee, if any.
Section 4.08 The President. The president shall have the following powers
and duties:
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(a) If no general manager has been appointed, he shall be the chief
executive officer of the corporation, and, subject to the directions of the
board of directors, shall have general charge of the business, affairs and
property of the corporation and general supervision over its officers, employees
and agents;
(b) If no chairman of the board has been chosen, or if such officer is
absent or disabled, he shall preside at meetings of the shareholders and board
of directors;
(c) He shall be a member of the executive committee, if any;
(d) He shall be empowered to sign certificates representing shares of the
corporation, the issuance of which shall have been authorized by the board of
directors; and
(e) He shall have all power and perform all duties normally incident to the
office of a president of a corporation and shall exercise such other powers and
perform such other duties as from time to time may be assigned to him by the
board of directors.
Section 4.09 The Vice Presidents. The board of directors may, from time to
time, designate and elect one or more vice-presidents, one of whom may be
designated to serve as executive vice-president. Each vice-president shall have
such powers and perform such duties as from time to time may be assigned to him
by the board of directors or the president. At the request or in the absence or
disability of the president, the executive vice-president or, in the absence or
disability of the executive vice-president, the vice-president designated by the
board of directors or (in the absence of such designation by the board of
directors) by the president,
<PAGE>
as senior vice-president, may perform all the duties of the president, and
when so acting, shall have all the powers of, and be subject to all the
restrictions upon, the president.
Section 4.10 The Secretary. The secretary shall have the following powers
and duties:
(a) He shall keep or cause to be kept a record of all of the proceedings of
the meetings of the shareholders and of the board of directors in books provided
for that purpose;
(b) He shall cause all notices to be duly given in accordance with the
provisions of these Bylaws and as required by statute;
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<PAGE>
(c) He shall be the custodian of the records and of the seal of the
corporation, and shall cause such seal (or a facsimile thereof) to be affixed to
all certificates representing shares of the corporation prior to the issuance
thereof and to all instruments, the execution of which on behalf of the
corporation under its seal shall have been duly authorized in accordance with
these Bylaws, and when so affixed he may attest the same;
(d) He shall see that the books, reports, statements, certificates and
other documents and records required by statute are properly kept and filed;
(e) He shall have charge of the share books of the corporation and cause
the share transfer books to be kept in such manner as to show at any time the
amount of the shares of the corporation of each class issued and outstanding,
the manner in which and the time when such shares were paid for, the names
alphabetically arranged and the addresses of the holders of record thereof, the
number of shares held by each holder and time when each became such holder of
record; and he shall exhibit at all reasonable times to any director, upon
application, the original or duplicate share register. He shall cause the share
book referred to in Section 6.04 hereof to be kept and exhibited at the
principal office of the corporation, or at such other place as the board of
directors shall determine, in the manner and for the purpose provided in such
section;
(f) He shall be empowered to sign certificates representing shares of the
corporation, the issuance of which shall have been authorized by the board of
directors; and
(g) He shall perform in general all duties incident to the office of
secretary and such other duties as are given to him by these Bylaws or as from
time to time may be assigned to him by the board of directors or the president.
Section 4.11 The Treasurer. The treasurer shall have the following powers
and duties:
(a) He shall have charge and supervision over and be responsible for the
monies, securities, receipts and disbursements of the corporation;
(b) He shall cause the monies and other valuable effects of the corporation
to be deposited in the name and to the credit of the corporation in such banks
or trust companies or with such banks or other depositories as shall be selected
in accordance with Section 5.03 hereof;
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(c) He shall cause the monies of the corporation to be disbursed by checks
or drafts (signed as provided in Section 5.04 hereof)drawn upon the authorized
depositories of the corporation, and cause to be taken and preserved property
vouchers for all monies disbursed;
(d) He shall render to the board of directors or the president, whenever
<PAGE>
requested, a statement of the financial condition of the corporation and of
all of his transactions as treasurer, and render a full financial report at the
annual meeting of the shareholders, if called upon to do so;
(e) He shall cause to be kept correct books of account of all the business
and transactions of the corporation and exhibit such books to any directors upon
request during business hours;
(f) He shall be empowered from time to time to require from all officers or
agents of the corporation reports or statements giving such information as he
may desire with respect to any and all financial transactions of the
corporation; and
(g) He shall perform in general all duties incident to the office of
treasurer and such other duties as are given to him by these Bylaws or as from
time to time may be assigned to him by the board of directors or the president.
Section 4.12 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. The general manager, if any, shall have the following powers
and duties:
(a) He shall be the chief executive officer of the corporation and, subject
to the directions of the board of directors, shall have general charge of the
business affairs and property of the corporation and general supervision over
its officers, employees and agents;
(b) 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;
(c) Subject to the approval of the board of directors or the executive
committee, if any, he shall employ all employees of the corporation, or delegate
such employment to subordinate officers, or such division chiefs, and shall have
authority to discharge any person so employed; and
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(d) He shall make a report to the president and directors quarterly, 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 shall perform such other
duties as the board of directors shall require.
Section 4.13 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 appointed in accordance with the provisions of Section 4.03
hereof. 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 4.14 Surety Bonds. In case the board of directors shall so require,
<PAGE>
any officer or agent of the corporation shall execute to the corporation a
bond in such sums and with such surety or 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 of
all property, monies or securities of the corporation which may come into his
hands.
ARTICLE V
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY
AND DEPOSIT OF CORPORATE FUNDS
Section 5.01 Execution of Instruments. Subject to any limitation contained
in the articles of incorporation or these Bylaws, the president or any
vice-president or the general manager, if any, may, in the name and on behalf of
the corporation, execute and deliver any contract or other instrument authorized
in writing by the board of directors. The board of directors may, subject to any
limitation contained in the articles of incorporation or in these Bylaws,
authorize in writing any officer or agent to execute and deliver any contract or
other instrument in the name and on behalf of the corporation; any such
authorization may be general or confined to specific instances.
Section 5.02 Loans. No loan or advance 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, transferred or conveyed as security
for the payment of any loan, advance, indebtedness or
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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 5.03 Deposits. All monies of the corporation not otherwise employed
shall be deposited from time to time to its credit in such banks or trust
companies or with such bankers or other depositories as the board of directors
may select, or as from time to time may be selected by any officer or agent
authorized to do so by the board of directors.
Section 5.04 Checks, Drafts, etc. All notes, drafts, acceptances, checks,
endorsements and, subject to the provisions of these Bylaws, 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 in
such manner as the board of directors from time to time may determine.
Section 5.05 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 secretary and sealed with
the seal of the corporation. The seal may be a facsimile, engraved or printed.
Where such bond or debenture is authenticated with the manual signature of an
authorized
<PAGE>
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 a 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.
Section 5.06 Sale, Transfer, etc. of Securities. Sales, transfers,
endorsements and assignments of shares, bonds and other securities owned by or
standing in the name of the corporation, and the execution and delivery on
behalf of the corporation of any and all instruments in writing incident to any
such sale, transfer, endorsement or assignment, shall be effected by the
president, or by any vice-president, together with the secretary, or by any
officer or agent thereunto authorized by the board of directors.
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Section 5.07 Proxies. Proxies to vote with respect to shares of other
corporations owned by or standing in the name of the corporation shall be
executed and delivered on behalf of the corporation by the president or any
vice-president and the secretary or assistant secretary of the corporation, or
by any officer or agent thereunder authorized by the board of directors.
ARTICLE VI CAPITAL SHARES Section 6.01 Share Certificates. Every holder of
shares in the corporation shall be entitled to have a certificate, signed by the
president or any vice- president and the secretary or assistant secretary, and
sealed with the seal (which may be a facsimile, engraved or printed) of the
corporation, certifying the number and kind, class or series of shares owned by
him in the corporation; provided, however, that where such a certificate is
countersigned by (a) a transfer agent or an assistant transfer agent, or (b)
registered by a registrar, the signature of any such president, vice-president,
secretary or assistant secretary may be a facsimile. In case any officer who
shall have signed, or whose facsimile signature or signatures shall have been
used on any such certificate, shall cease to be such officer of the corporation,
for any reason, before the delivery of such certificate by the corporation, such
certificate may nevertheless be adopted by the corporation and be issued and
delivered as though the person who signed it, or whose facsimile signature or
signatures shall have been used thereon, had not ceased to be such officer.
Certificates representing shares of the corporation shall be in such form as
provided by the statutes of the state of incorporation. There shall be entered
upon the share books of the corporation at the time of issuance of each share,
the number of the certificate issued, the name and address of the person owning
the shares represented thereby, the number and kind, class or series of such
shares and
<PAGE>
the date of issuance thereof. Every certificate exchanged or returned to
the corporation shall be marked "Canceled" with the date of cancellation.
Section 6.02 Transfer of Shares. Transfers of shares of the corporation
shall be made on the books of the corporation by the holder of record thereof,
or by his attorney thereunto duly authorized by a power of attorney duly
executed in writing and filed with the Secretary of the corporation or any of
its transfer agents, and upon surrender of the certificate or certificates,
properly endorsed or accompanied by proper instruments of transfer, representing
such shares. Except as provided by law, the corporation and transfer agents and
registrars, if any, shall be entitled to treat the holder of record of any share
or shares as the absolute owner thereof for all purposes, and accordingly shall
not be bound to recognize any
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legal, equitable or other claim to or interest in such share or shares on
the part of any other person whether or not it or they shall have express or
other notice thereof.
Section 6.03 Regulations. Subject to the provisions of this Section 6 and
of the articles of incorporation, the board of directors may make such rules and
regulations as they may deem expedient concerning the issuance, transfer,
redemption and registration of certificates for shares of the corporation.
Section 6.04 Maintenance of Share Book at Principal Place of Business. A
share book (or books where more than one kind, class or series of shares is
outstanding) shall be kept at the principal place of business of the
corporation, or at such other place as the board of directors shall determine,
containing the names alphabetically arranged of original shareholders of the
corporation, their addresses, their interest, the amount paid on their shares,
and all transfers thereof and the number and class of the shares held by each.
Such share books shall at all reasonable hours be subject to inspection by
persons entitled by law to inspect the same.
Section 6.05 Transfer Agents and Registrars. The board of directors may
appoint one or more transfer agents and one or more registrars with respect to
the certificates representing shares of the corporation, and may require all
such certificates to bear the signature of either or both. The board of
directors may from time to time define the respective duties of such transfer
agents and registrars. No certificate for shares shall be valid until
countersigned by a transfer agent, if at the date appearing thereon the
corporation had a transfer agent for such shares, and until registered by a
registrar, if at such date the corporation had a registrar for such shares.
Section 6.06 Closing of Transfer Books and Fixing of Record Date.
(a) The board of directors shall have power to close the share books of the
corporation for a period of not to exceed 50 days preceding the date of any
meeting of shareholders, or the date for payment of any dividend, or the date
for the allotment of rights, or capital shares shall go into effect, or a date
in connection with obtaining the consent of shareholders for any purpose.
(b) In lieu of closing the share transfer books as aforesaid, the board of
<PAGE>
directors may fix in advance a date, not exceeding 50 days preceding the
date of any meeting of shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital shares shall go into effect, or a date in
connection with obtaining any
-15-
such consent, as a record date for the determination of the shareholders
entitled to a notice of, and to vote at, any such meeting and any adjournment
thereof, or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock or to give such consent.
(c) If the share transfer books shall be closed or a record date set for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for or such record date
shall be at least ten days immediately preceding such meeting.
Section 6.07 Lost or Destroyed Certificates. The corr)oration may issue a
new certificate for shares of the corporation in place of any certificate
theretofore issued by it, alleged to have been lost or destroyed, and the board
of directors may, in their discretion, require the owner of the lost or
destroyed certificate or his legal representatives, to give the corporation a
bond in such form and amount as the board of directors may direct, and with such
surety or sureties as may be satisfactory to the board, to indemnify the
corporation and its transfer agents and registrars, if any, against any claims
that may be made against it or any such transfer agent or registrar on account
of the issuance of such new certificate. A new certificate may be issued without
requiring any bond when, in the judgment of the board of directors, it is proper
to do so.
ARTICLE VII
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 7.01 How Constituted. The board of directors may designate an
executive committee and such other committees as the board of directors may deem
appropriate, each of which committees shall consist of two or more directors.
Members of the executive committee and of any such other committee shall be
designated annually at the annual meeting of the board of directors; provided,
however, that at any time the board of directors may abolish or reconstitute the
executive committee or any such other committee. Each member of the executive
committee and of any such other committee shall hold office until his successor
shall have been designated or until his resignation or removal in the manner
provided in these Bylaws.
Section 7.02 Powers. During the intervals between meetings of the board of
directors, the executive committee shall have and may exercise all powers of the
board of directors in the management of the business and affairs of the
corporation, except for the power to fill vacancies in the board of directors or
to amend these Bylaws, and except for such powers as by law may not be delegated
by the board of directors to an executive committee.
<PAGE>
-16-
Section 7.03 Proceedings. The executive committee, and such other
committees as may be designated hereunder by the board of directors, may fix its
own presiding and recording officer or officers, and may meet at such place or
places, at such time or times and upon such notice (or without notice) as it
shall determine from time to time. It will keep a record of its proceedings and
shall report such proceedings to the board of directors at the meeting of the
board of directors next following.
Section 7.04 Quorum and Manner of Acting. At all meetings of the executive
committee, and of such other committees as may be designated hereunder by the
board of directors, the presence of members constituting a majority of the total
authorized membership of the committee shall be necessary and sufficient to
constitute a quorum for the transaction of business, and the act of a majority
of the members present at any meeting at which a quorum is present shall be the
act of such committee. The members of the executive committee, and of such other
committees as may be designated hereunder by the board of directors, shall act
only as a committee and the individual members thereof shall have no powers as
such.
Section 7.05 Resignations. Any member of the executive committee, and of
such other committees as may be designated hereunder by the board of directors,
may resign at any time by delivering a written resignation to either the
president, the secretary or assistant secretary or to the presiding officer of
the committee of which he is a member, if any shall have been appointed and
shall be in office. Unless otherwise specified therein, such resignation shall
take effect upon delivery.
Section 7.06 Removal. The board of directors may at any time remove any
member of the executive committee or of any other committee designated by it
hereunder either for or without cause.
Section 7.07 Vacancies. If any vacancy shall occur in the executive
committee or of any other committee designated by the board of directors
hereunder, by reason of disqualification, death, resignation, removal or
otherwise, the remaining members shall, until the filling of such vacancy,
constitute the then total authorized membership of the committee and, provided
that two or more members are remaining, continue to act. Such vacancy may be
filled at any meeting of the board of directors.
Section 7.08 Compensation. The board of directors may allow a fixed sum and
expenses of attendance to any member of the executive committee, or of any other
committee designated by it hereunder, who is not an active salaried employee of
the corporation for attendance at each meeting of the said committee.
-17-
ARTICLE VIII INDEMNIFICATION Section 8.01 Indemnification: Third Party
Actions. The corporation shall have the
<PAGE>
power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, T)ending, or completed action, suit, or
proceedings, whether civil, criminal, administrative, or investigative (other
than an action by or in the right of the corporation), by reason of the fact
that he is or was a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with any such
action, suit, or proceeding, 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 termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contenders or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which 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
reasonable cause to believe that his conduct was unlawful.
Section 8.02 Indemnification: Corporate Actions. The corporation shall have
the power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending, or completed action or suit by or in
the right of the corporation to procure a judgment in its favor 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 expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, 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 except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which such court shall
deem proper.
-18-
Section 8.03 Determination. To the extent that a director, officer,
employee, or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in Sections
8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith. Any other indemnification
under Sections 8.01 or 8.02 hereof shall be made by the corporation upon a
determination that indemnification of the director, officer, employee, or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in Sections 8.01 or 8.02 hereof. Such determination shall be
made either (I) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit, or
proceeding, or (ii) by independent legal counsel in a written opinion, or (iii)
by the shareholders by a majority vote of a quorum of shareholders at any
meeting duly called for such purpose.
Section 8.04 General Indemnification. The indemnification provided by this
section shall not be deemed exclusive of any other indemnification granted under
any provision of any statute, in the corporation's articles of incorporation,
these
<PAGE>
Bylaws, 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, employee, or agent, and shall inure to
the benefit of the heirs and legal representatives of such a person.
Section 8.05 Advances. Expenses incurred in defending a civil or criminal
action, suit, or proceeding as contemplated in this Section may be paid by the
corporation in advance of the final disposition of such action, suit, or
proceeding upon a majority vote of a quorum of the board of directors and upon
receipt of an undertaking by or on behalf of the director, officer, employee, or
agent to repay such amount or amounts unless it ultimately be determined that he
is to be indemnified by the corporation as authorized by this section.
Section 8.06 Scope of Indemnification. The indemnification authorized by
this section shall apply to all present and future directors, officers,
employees, and agents of the corporation and shall continue as to such persons
who cease to be directors, officers, employees, or agents of the corporation,
and shall inure to the benefit of the heirs, executors, and administrators of
all such persons and shall be in addition to all other indemnification permitted
by law.
Section 8.07 Insurance. The corporation may purchase and maintain insurance
on behalf of any person who 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,
-19-
officer, employee or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against any
such liability under the laws of the state of incorporation, as the same may
hereafter be amended or modified.
ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the
board of directors.
ARTICLE X
DIVIDENDS
The board of directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by the articles of incorporation and by law.
ARTICLE XI
AMENDMENTS
All Bylaws of the corporation, whether adopted by the board of directors or
the
<PAGE>
shareholders, shall be subject to amendment, alteration or repeal, and new
Bylaws may be made, except that:
(a) No Bylaw adopted or amended by the shareholders shall be altered or
repealed by the board of directors;
(b) No Bylaw shall be adopted by the board of directors which shall require
more than a majority of the voting shares for a quorum at a meeting of
shareholders, or more than a majority of the votes cast to constitute action by
the shareholders, except where higher percentages are required by law; provided,
however, that
(i)if any Bylaw regulating an impending election of directors is
adopted or amended or repealed by the board of directors, there shall be
set forth in the notice of the next meeting of the shareholders for the
election of directors, the Bylaws so adopted or amended or repealed,
together with a concise statement of the changes made; and
(ii)no amendment, alteration or repeal of this Section 11 shall be
made except by the shareholders.
-20-
CERTIFICATE OF SECRETARY
The undersigned does hereby certify that he/she is the secretary of
Summa Vest, Inc., a corporation duly organized and existing under and by
virtue of the laws of the state of Utah; that the above and foregoing
Bylaws of said corporation were duly and regularly adopted as such by the
board of directors of said corporation, at the meeting of said board, which
was duly and regularly held on the 29th day of July, 1985, and that the
above and foregoing Bylaws are now in full force and effect and supersede
and replace any prior bylaws of the corporation.
DATED this 29th day of July, 1985.
/S/ Gayle Crump
Secretary
-21-
<PAGE>
ACTION BY UNANIMOUS CONSENT OF
THE BOARD OF DIRECTORS OF
SUMMA VEST, INC.
The undersigned, constituting all of the duly elected and incumbent directors
of Summa Vest, Inc., a Utah corporation (the "Company"), do hereby adopt the
following resolution in accordance with Section 16-10a-821 of the Utah Revised
Business Corporation Act, effective as of the latest date hereof:
RESOLVED that the Company does hereby opt out of the Utah Control Share
Acquisitions Act, Utah Code Annotated Secion 61-6-2 et seq.
Date:11/07/96 By/s/CHRISTOPHER D. EARL
Christopher D. Earl,
Director and President
Date:11/09/96 By/S/DON C. MORRISON
Don C. Morrison
Director and Vice-Pres.
Date:11/06/96 By/S/JEFF D. JENSON
Jeff D. Jenson
Sec'y./Tres.
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<NAME> Summa Vest, Inc.
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<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
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0
0
<COMMON> 18,154
<OTHER-SE> (42,673)
<TOTAL-LIABILITY-AND-EQUITY> 0
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<INCOME-PRETAX> (375)
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