<PAGE>
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. 33-2249-FW
TRIPLE CHIP SYSTEMS, INC.
(Name of Small Business Issuer in its Charter)
DELAWARE 75-2072206
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
SINGLE CHIP SYSTEMS INTERNATIONAL, INC.
4680 Los Angeles Ave., Suite 0
Simi Valley, CA 93063
(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: One Mill
($0.0001) par value common voting stock.
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.
August 1, 1996 - $0 -. There are approximately 167,465 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.
(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:
August 26, 1996
416,465
*Reflects a 200 for 1 reverse split of the outstanding voting securities of the
Company effective June 10, 1996, while retaining the authorized capital at
$50,000 divided into 500,000,000 shares of $0.0001 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
- --------------------
Triple Chip Systems, Inc. (the "Company") was originally incorporated in
the State of Delaware, under the name of "Longhorn Development Company, Inc.",
on November 6, 1985, by Bradley J. Jorgensen. A copy of the original Articles of
Incorporation, as filed with the Secretary of State of Delaware on November 12,
1985, are attached hereto and incorporated herein by reference. See item 13,
Part III, of this report. The Company was created for the purpose of engaging in
any lawful act or activity for which corporations may be formed under the laws
of Delaware. Capitalization was established and remains 500,000,000 shares
authorized common stock and a par value of $0.0001. The Company filed an S-18
Registration statement with the Securities and Exchange Commission and pursuant
to a Prospectus June 5, 1987, offered and sold on a "best efforts, all or none"
basis for the sale of the entire Ten Million (10,000,000) shares ($200,000.00)
at $0.02 per share. The underwriter was Wasatch Stock Trading, Inc., 136 E.
South Temple, Suite 1650, Salt Lake City, UT 84111.
On or about August 22, 1988, the Company changed its name to "Single Chip
Systems International, Inc." Effective May 6, 1996, Single Chip Systems
International, Inc. changed its name to "Triple Chip Systems, Inc." Copies of
these amendments to the Articles of Incorporation of the company are attached
hereto and incorporated herein by reference. See Item 13, Part III, of this
report.
The Company has had no business operations since December 31, 1988 and had
entered into licensing agreements and a stock with Ramtron and Symetrix,
respectively. The Company was never able to realize any economic benefit related
to the purchase of stock in Symetrix Corporation, or from licensing agreements
with Ramtron. For information relating to either Symetrix or Ramtron see the
"Notes" to the audited financial statements enclosed in this Report.
On or about April 23, 1996, the Company issued 250,000 "unregistered" and
"restricted" shares of its common stock to Jenson Services for consulting fees
related to bringing the Company current in its filings and related matters
concerning the Company's status, this stock was issued following a reverse split
of 200 to 1 of the Company's common stock.
Business
- --------
The Company ceased business operations as of December 31, 1988 and is
presently 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 virtually no
assets and has had no revenues since December 31, 1988. 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.
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
<PAGE>
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 never been any "established public market" for the Company's
common stock. 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").
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
<PAGE>
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, Inc., a Utah corporation and financial consulting
firm ("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.
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, except the resolutions of the Board of Directors to change
the name of the Company to "Triple Chip Systems, Inc.", effect reverse split of
200 to 1 and issue shares to Jenson Services, Inc which were adopted at a
special meeting of stockholders on May 6, 1996. 111,146 post split shares or
approximately 66% of the outstanding voting securities of the Company voted in
favor of the name change, the 200 to one reverse split and the issuance of
250,000 post-split "unregistered" and "restricted" shares of the Comapny's
common stock to Jenson Services, with none voting against and none abstaining.
<PAGE>
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 ("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 188; 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 31, 1988. 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
Delaware, 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.
Results of Operations
- ---------------------
The Company has had no operations since December 31, 1988. See Item I,Part
I, of the Report.
<PAGE>
Liquidity
- ---------
The Company presently has no assets, cash or otherwise. See Item I, Part I,
of this Report.
ITEM 7. FINANCIAL STATEMENTS.
For the periods ended December 31, 1995 and 1994
- ------------------------------------------------
Independent Auditors' Report
Independent Auditors' Report
The Board of Directors and Shareholders
Single Chip Systems International Inc.
We have audited the balance sheets of Single Chip Systems International, Inc. [a
development stage company] as of December 31, 1995 and December 31, 1994, and
the related statements of operations, stockholders' deficit, and cash flows for
the years then ended. 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. Information in the accumulated columns
on the operations statements and cash flows statements have been audited by the
auditors of those periods respectively.
We conducted our audits 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 statements. 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 1995 and 1994 financial statements referred to above present
fairly, in all material respects, the financial position of Single Chip Systems
International, Inc. as of December 31, 1995 and December 31, 1994, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that Single
Chip Systems International, Inc. will continue as a going concern. As discussed
in note 6 to the financial statements, the Company has incurred losses from
inception amounting to $243,900, and has no assets as of the audit date. These
issues 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 6. The
financial statements do not include any adjustment that might result from the
outcome of this uncertainty.
MANTYLA, McREYNOLDS & ASSOCIATES
Salt Lake City, Utah
February 5, 1996
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<TABLE>
<CAPTION>
SINGLE CHIP SYSTEMS INTERNATIONAL, INC.
[Formerly Longhorn Development Company, Inc.]
[A Development Stage Company]
BALANCE SHEETS
December 31, 1995 and 1994
ASSETS
1995 1994
-------- --------
<S> <C> <C> <C> <C>
Assets ............................................ $ -0- $ -0-
-------- --------
Total Assets ............................ $ -0- $ -0-
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Loans Payable to Shareholders [Note 4] $ -0- $ 60,500
-------- --------
Total Current Liabilities ....... -0- 60,500
Stockholders' Deficit
Common stock, $.0001 par value;
authorized 500,000,000 shares; issued
and outstanding 33,483,334 and 33,333,334
shares as of December 31, 1995 and 1994,
respectively ............................ 3,349 3,333
Additional paid in capital ............... 240,551 180,056
Accumulated deficit during the
development stage ....................... (243,900) (243,889)
--------- ---------
Total Stockholders' Deficit ..... -0- (60,500)
Total Liabilities and
Stockholders Deficit ...... $ -0- $ -0-
========== =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SINGLE CHIP SYSTEMS INTERNATIONAL, INC.
[Formerly Longhorn Development Company, Inc.]
[A Development Stage Company]
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1995 and December
31, 1994 And for the Period from November 12, 1985
[Inception]through December 31, 1995
Inception
[11/12/85]
through
1995 1994 12/31/95
-------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Revenue ................................... $ -0- $ -0- $ -0-
General and Administrative Expenses ....... (11) -0- (146,964)
----------- -------- ---------
Operating Loss .......... (11) -0- (146,964)
Other Income
Interest income .................. -0- -0- 3,618
----------- ------------ -----------
Net Loss Before Taxes ... (11) -0- (143,346)
Income taxes ............ -0- -0- 204
----------- ------------ -----------
Loss from operating activities ... (11) -0- (143,550)
Extraordinary Items
Loss on license agreement [Note 2] .......... -0- -0- (100,000)
Write-off investment loss [Note 3] -0- -0- (350)
----------- ------------ -----------
Net loss ................ $ (11) $ -0- $ (243,900)
=========== ============ ===========
Loss per share ............................ $ (.01) $ .00 $ (.01)
=========== ============ ===========
Weighted Average Shares Outstanding ....... 33,333,334 33,333,334 29,016,394
=========== ============ ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SINGLE CHIP SYSTEMS INTERNATIONAL, INC.
[Formerly Longhorn Development Company, Inc.]
[A Development Stage Company]
STATEMENTS OF STOCKHOLDERS' EQUITY/(DEFICIT)
For the Years Ended December 31, 1995
and December 31, 1994 and for the Period from
November 12, 1985 [Inception]through December 31, 1995
Accumulated Net
Common Common Additional Deficit During Stockholders'
Stock Stock Paid in Development Equity/
Shares Amount Capital Stage (Deficit)
<S> <C> <C> <C> <C> <C>
Balance at Inception,
November 12, 1985 ........... 0 $ -0- $ -0- $ -0- -0-
Issue stock to Officers and
Directors for cash at $.00025
per share, November, 1985 ... 20,000,000 2,000 3,000 5,000
Net Income for the Period
ended December 31, 1985 ..... -0- -0-
Balance, December 31, 1985 ... 20,000,000 2,000 3,000 -0- 5,000
Net Income for the Period
ended December 31, 1986 ..... -0- -0-
Balance, December 31, 1986 ... 20,000,000 2,000 3,000 -0- 5,000
Three-for-One Reverse Stock
Split, March, 1987 .......... (13,333,333) (1,333) 1,333 -0-
Issue stock through Public
Offering for cash at $.02 per
per share, June, 1987 ....... 10,000,000 1,000 199,000 200,000
Less: Underwriting Costs of
Public Offering ............. (49,846) (49,846)
Net Loss for the Period Ended
December 31, 1987 ........... (3,163) (3,163)
Balance, December 31, 1987 ... 16,666,667 $ 1,667 $153,487 $ (3,163) $ 151,991
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SINGLE CHIP SYSTEMS INTERNATIONAL, INC.
[Formerly Longhorn Development Company, Inc.]
[A Development Stage Company]
STATEMENTS OF STOCKHOLDERS' EQUITY/(DEFICIT)
For the Years Ended December 31, 1995
and December 31, 1994 and for the Period from
November 12, 1985 [Inception]through December 31, 1955
[Continued]
Accumulated Net
Common Common Additional Deficit During Stockholders'
Stock Stock Paid in Development Equity/
Shares Amount Capital Stage (Deficit)
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1987 .... 16,666,667 $ 1,667 $ 153,487 $ (3,163) $ 151,991
Five-for-One Reverse Stock
Split, August, 1988 .......... (13,333,333) (1,333) 1,333 -0-
Issue stock for brokerage firm
services at $.02 per share,
August, 1988 ................. 2,666,667 266 53,067 53,333
Issue stock in exchange for all
outstanding shares of Single
Chip Systems, Inc., August,
1988 27,333,333 2,733 (27,831) (25,098)
Net Loss for the Period Ended
December 31, 1988 ............ (240,111) (240,111)
Balance, December 31, 1988 .... 33,333,334 3,333 180,056 (243,274) (59,885)
Net Loss for the Period Ended
December 31, 1989 ............ (611) (611)
Balance, December 31, 1989 .... 33,333,334 3,333 180,056 (243,885) (60,496)
Net Loss for the Period Ended
December 31, 1990 ............ (4) (4)
Balance, December 31, 1990 .... 33,333,334 3,333 180,056 (243,889) (60,500)
Net Loss for the Period Ended
December 31, 1991 ............ (0) (0)
Balance, December 31, 1991 .... 33,333,334 $ 3,333 $ 180,056 $(243,889) $ (60,500)
</TABLE>
<PAGE>
<TABLE>
SINGLE CHIP SYSTEMS INTERNATIONAL, INC.
[Formerly Longhorn Development Company, Inc.]
[A Development Stage Company]
STATEMENTS OF STOCKHOLDERS' EQUITY/(DEFICIT)
For the Years Ended December 31, 1995
and December 31, 1994 and for the Period from
November 12, 1985 [Inception]through December 31, 1995
[Continued]
Accumulated Net
Common Common Additional Deficit During Stockholders'
Stock Stock Paid in Development Equity/
Shares Amount Capital Stage (Deficit)
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1991 ............ 33,333,334 $ 3,333 $180,056 $(243,889) $(60,500)
Net Loss for the Period Ended
December 31, 1992 .................... (0) (0)
Balance, December 31, 1992 ............ 33,333,334 3,333 180,056 (243,889) (60,500)
Net Loss for the Period Ended
December 31, 1993 .................... (0) (0)
Balance, December 31, 1993 ............ 33,333,334 3,333 180,056 (243,889) (60,500)
Net Loss for the Period Ended
December 31, 1994 .................... (0) (0)
Balance, December 31, 1994 ............ 33,333,334 3,333 180,056 (243,889) (60,500)
Issue stock in exchange for release
and indemnification agreement
against debts incurred by Company,
previously reported as Loans Payable
to Shareholders in the financial
statements ........................... 45,000 5 60,495 60,500
Issue stock at par value for services
rendered by current executive officers
and directors of the Company ......... 105,000 11 11
Net Loss for the Period Ended
December 31, 1995 .................... (11) (11)
Balance, December 31, 1995 ............ 33,483,334 $ 3,349 $240,551 $(243,900) $ -0-
========== ======== ========= ========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SINGLE CHIP SYSTEMS INTERNATIONAL, INC.
[Formerly Longhorn Development Company, Inc.]
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1995 and December
31, 1994 And for the Period From November 12, 1985 [Inception]
through December 31, 1995
Inception
[11/12/85]
through
1995 1994 12/31/95
--------- -------- ----------
<S> <C> <C> <C>
Cash Flows Provided by/(Used) for Operating
Activities:
Net Loss ................................$ (11) $ -0- $ (143,550)
Issue stock for services rendered by
current executive officers and directors
of the Company ......................... 11 -0- 11
Exchange of stock for release and
indemnification against debts
incurred by the Company, previously
reported as Loans Payable to
Shareholders in the financial statements 60,500 -0- 60,500
Decrease in loans from shareholders ..... (60,500) -0- (60,500)
Net Cash Provided by/(Used for) Operating
Activities ...................................... -0- -0- (143,539)
Cash Flows Used for Investing Activities:
Technology license agreement ................. -0- -0- (100,000)
Investment purchase -- Symetrix .............. -0- -0- (350)
--------- -------- -----------
Net Cash Used for Investing Activities ........... -0- -0- (100,350)
Cash Flows Provided by/(Used for) Financing
Activities:
Loans from shareholders ...................... -0- -0- 60,500
Proceeds from issuance of
common stock ............................ -0- -0- 183,389
--------- -------- ----------
Net Cash Provided by/(Used for) Financing
Activities ...................................... -0- -0- 243,889
--------- -------- ----------
Net Increase/(Decrease) in cash .................. -0- -0- -0-
Beginning Cash ................................... -0- -0- -0-
Ending Cash ...................................... $ -0- $ -0- $ -0-
========= ======== ==========
Supplemental Disclosure of Cash Flow Information
Cash paid for income taxes ....................... $ -0- $ -0- $ 204
========= ======== ==========
</TABLE>
<PAGE>
Note 1 Summary of Significant Accounting Policies
------------------------------------------
(a) Organization
The Company originally incorporated under the laws of the
State of Delaware on November 12, 1985, as Longhorn
Development Company, Inc., for the purpose of searching out
and acquiring or participating in a business or business
opportunity. During 1988, the Company completed a
reorganization as outlined in note 5 below, resulting in,
among other things, a name change to Single Chip Systems
International, Inc.
(b) Loss Per Share
Loss per common share is based on the weighted average
number of common shares outstanding.
(c) Additional Paid-In Capital
The amount shown on the financial statements as additional
paid-in capital consists primarily of proceeds from the sale
of common stock in excess of its par value, reduced by any
direct expenses of such sales and the exchange of common stock
for brokerage services in excess of its par value.
(d) Income Taxes
No provision has been made in the financial statements for
income taxes because the Company has accumulated losses
totaling $243,900 since inception.
Note 2 Technology Utilization License Agreement
On July 1, 1988, Single Chip Systems, Inc., a California
corporation, entered into a technology utilization license
agreement with Ramtron International Corporation, a Delaware
corporation. The agreement granted Single Chip Systems, Inc.
the royalty-bearing, non-exclusive licenses covering all
nations of the world except and excluding the Ramax Exclusive
Territories of Australia, New Zealand, Papua New Guinea and
the islands of the South Western Pacific Region and the right
of first offerings in the territories of South Korea, Hong
Kong, Taiwan and Singapore, to use the ferroelectric
technologies and the Ramtron trademarks in production,
manufacture and sales of Single Chip Systems, Inc. products.
If any of the Ramax First Refusal Territories become free of
the first refusal obligations, Ramtron International
Corporation agreed to negotiate with Single Chip Systems, Inc.
regarding a grant of license rights to the technology and the
Ramtron trademarks in that territory on the same terms and
conditions as with any other party.
The agreement provided for an expiration date as of the close
of business on June 30, 1994, unless earlier terminated or
extended according to the provisions of the agreement. On that
date, the term would be automatically extended for an
additional six year term upon agreement between Ramtron
<PAGE>
International Corporation and Single Chip Systems, Inc. on the
amount and payment terms of a
Note 2 Technology Utilization License Agreement (continued)
----------------------------------------------------
license extension fee and the revenues to be received by Single
Chip Systems, Inc. during such extension period, negotiated on a good
faith basis.
Payment terms for the agreement included the following:
1. $100,000 and 39,000 shares of the authorized Single Chip
Systems, Inc. common stock by July 1, 1988. Single Chip Systems, Inc.
paid Ramtron International Corporation $100,000 by cashiers check
drawn on Community Bank April 28, 1988. It does not appear, based on
an analysis of the statement of stockholders' equity, that any stock
was issued pursuant to the agreement.
2. $400,000 upon Ramtron International Corporation's transfer to
Single Chip Systems, Inc. of the Technical Information, which Single
Chip Systems, Inc. should have requested on or before June 30, 1989.
No additional payments other than the $100,000 mentioned in [1.] were
sent to Ramtron International Corporation by Single Chip Systems,
Inc., effectively terminating the agreement.
3. Additional payment terms outlined in the agreement became
irrelevant when the parties failed to comply with the provisions
outlined in [2.].
Single Chip Systems International, Inc. failed to receive any
economic benefit related to the license agreement. The Company
recorded the $100,000 loss on the license agreement in the period
ended December 31, 1988.
Note 3 Investment -- Symetrix Corporation
----------------------------------
In April, 1988, Single Chip Systems, Inc. purchased 1,071 share
of Symetrix Corporation, a Delaware corporation, common stock with a
par value of $1.00 per share from Larry McMillan for $350.00. The
purchase represented 51% of the total outstanding shares of Symetrix
Corporation. Since audited financial statements were not available at
the time of acquisition, Single Chip Systems, Inc. elected to report
the investment at cost. The securities were classified as
"available-for-sale" unders the provisions of FASB Statement Number
115.
Single Chip Systems International, Inc. failed to receive any
economic benefit related to the investment. The Company recorded an
investment write-off for the cost of the shares purchased in the
period ended December 31, 1988.
<PAGE>
Note 4 Loans Payable to Shareholders
Financing for the Company's activities to date has been
generated primarily from the issuance of its shares and loans
from shareholders. The loans from shareholders are unsecured
with no specific repayment terms. On December 18, 1995, the
Board of Directors approved the issuance of 45,000 shares of
stock in exchange for a release and indemnification agreement
against debts incurred by the Company, which had been reported
in the financial statements as loans payable to shareholders.
The final agreement was executed January 11, 1996, as
explained in note 7 to the financial statements.
Note 5 Reverse Stock Split and Reorganization
--------------------------------------
On or about August 24, 1988 an amendment to the Articles of
Incorporation of Longhorn Development Company, Inc., was filed
with the Secretary of State of the State of Delaware to amend
the Certificate of Incorporation of Longhorn Development
Company, Inc. to change its name to Single Chip Systems
International, Inc. and amend its business purpose. Effective
August 26, 1988, the then issued and outstanding shares of
Single Chip Systems International, Inc. [formerly Longhorn
Development Company, Inc.] were reverse split at the ratio of
one new share for every five shares issued and outstanding.
After the reversal, 27,333,333 shares of Single Chip Systems
International, Inc. were issued in exchange for all
outstanding shares of Single Chip Systems, Inc. Effective
September 2, 1988, the directors and officers of Single Chip
Systems International, Inc. [formerly Longhorn Development
Company, Inc.] resigned and were replaced with a new set of
directors and officers.
Note 6 Liquidity and Going Concern
The Company has incurred losses since inception amounting to
$243,900, and has no assets at December 31, 1995. The
Company's ability to achieve a level of profitable operations
and/or additional financing impacts the Company's ability to
continue as a going concern as it is presently organized.
These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management is
currently seeking a well-capitalized merger candidate in order
to commence its operations.
Note 7 Subsequent Events
On January 11, 1996, Mark Lebens, personally and as Chief
Executive Officer of Technology Exchange, Inc., a California
corporation, executed a release and indemnification agreement
against all debts incurred by the Company [reported as Loans
Payable to Shareholders in the financial statements] to Lebens
and Technology Exchange, Inc. during 1988 and 1989.
Consideration for the agreement consisted of $300 and the
issuance of 45,000 unregistered and unrestricted shares of the
Company.
Note 8 Change in Accounting Principle -- Accounting for Income Taxes
-------------------------------------------------------------
<PAGE>
During 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes,"
which effective for fiscal years beginning after December 31,
1992. The statement requires the recognition of deferred tax
assets and liabilities for the temporary differences between
the financial reporting basis and tax basis of the Company's
assets and liabilities at enacted tax rates expected to be
ineffect when such amounts are realized or settled. The
cumulative effect of this change in accounting for income
taxes as of January 1, 1993 was $0, due to losses carried over
from prior years and the unlikely nature of future earnings.
For the years ended December 31, 1995 and December 31, 1994,
the Company had no income tax expenses. Any deferred tax
benefit arising from the losses carried forward would be
offset entirely by a valuation allowance since it is not
likely that the Company will be sufficiently profitable in the
future to take advantage of the losses carried forward.
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.
13
<PAGE>
<TABLE>
<CAPTION>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- --------- ----------- --------------
<S> <C> <C> <C>
Ronald M. Ames .............. Director 1988 11/17/94
Richard S. Pollack ........... Director 1988 4/27/95
David Hoffer ................. Director 1988 3/22/95
Jeff D. Jenson ................ President 4/27/95 *
and Director
Richell V. Jenson ............. Vice President 5/16/95 *
Harold T. Jenson .............. Sec'y/Treasurer 5/16/95 *
</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 the last Monday of March 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
- -------------------
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
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.
Richell V. Jenson. Mrs. Jenson is 27 years of age. She graduated from
Montana State University in 1994 with degrees in Biology and Human Resources in
1994. From 1992 to 1995, she was a Sales Associate and Customer Service
Representative for Sears, Roebuck and Co. in Billings, Montana. From 1993 to
1995 she was a mediacl processor for Corning Medical Reference Lab. Mrs. Jenson
has been an Office Manager and Graphic Artist for Phone Directories Co., in
Orem, Utah since 1995.
Harold T. Jenson. Mr. Jenson is 26 years of age. He graduated from Montana
State University in 1995 with a degree in Business Administration. From 1993 to
1995, he worked at Big Bear Sports Center in Billings, Montana as a Sales
Associate. From 1995 to Present, he has worked for Phone Directories, Inc. of
Orem, Utah as a Sales Representative.
Family Relationships
- --------------------
Harold T. Jenson and Richell V. Jenson are husband and wife; and
Jeff D. Jenson is the cousin of Harold T. Jenson.
<PAGE>
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
- -------------------------------------------------
The Company has been inactive since December 31, 1988, and there have
been no transfers or conveyances of shares of common stock owned by any
director, executive officer or affiliate of the Company since such period of
time, and accordingly, no such reports have been required to be filed.
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:
<PAGE>
<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-
1995, sation($) tion ($)
1994 &
1993
Ronald M.
Ames,
Richard S.
Pollack,
David
Hoffer,
Jeff D. 1,250*
Jenson,
President
& Director
Richell V. 1,250*
Jenson,
Vice
President
& Director
Harold T. 1,250*
Jenson,
Sec'y/
Treasurer
& Director
</TABLE>
* 250,000 shares of common stock were issued to each officer and director
for services rendered. Shares reflect the 200 to 1 reverse split effective June
10, 1996.
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 was 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.
<PAGE>
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(1)
of Shares Beneficially Owned
----------------------------
Name and Address 12/31/93 to 12/31/95 Currently
- ---------------- -------------------- ---------
<S> <C> <C>
Ronald Ames 27,575 17% 28,131 7%
Richard Pollack 23,130 17% 28,131 7%
Technology Exchange (2) 55,805 33% 55,806 13%
Jenson Services, Inc.(3) 0 0 250,000 60%
</TABLE>
(1) Retroactively reflects 200 for one reverse split effective June 10,
1996.
(2) Technology Exchange is owned by Mr. David Haufer.
(3) Jenson Serives is a financial consulting firm wholly-owned by Duane S.
Jenson, the father of Jeffrey D. Jenson, the Company's President.
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> <C> <C>
Ronald M. Ames 27,575 17% 28,131 7%
2854 South Wheeling Way
Aurora, Colorado 80014
Richard S. Pollack 23,130 17% 28,131 7%
2895 Lafayette
Boulder, Colorado 80303
Technology Exchange 1,250 33.48% 55,806 13.37%
12021 Wilshire Blvd.
Los Angeles, California 90025
Jeff D. Jenson 1,250 0.75% 1,250 0.30%
1787 East Ft. Union Blvd., #106
Salt Lake City, Utah 84121
Richell V. Jenson 1,250 0.75% 1,250 0.30%
8200 Opal Drive
Anchorage, AK 99502
Harold T. Jenson 1,250 0.75% 1,250 0.30%
8200 Opal Drive
Anchorage, AK 99502
</TABLE>
*Retroactively reflects 200 for one reverse split effective June 10, 1996.
<PAGE>
Changes in Control
- ------------------
Except as Indicated under Itam I, Part I, of this Report, 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 under Itam I, Part I, of this Report, 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.
Certain Business Relationships
- ------------------------------
Except as Indicated under Itam I, Part I, of this Report, 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.
<PAGE>
Indebtedness of Management
- --------------------------
Except as Indicated under Itam I, Part I, of this Report, 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 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
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.
<TABLE>
<CAPTION>
Exhibit
Exhibits*
- --------
<S> <C>
(3)(i) Inital Articles of Incorporation*
(3)(ii) By-Laws
(3)(iii) Articles of Amendment changing name
(3)(iii) Articles of Amendment changing name
S-18 Registration Statement**
</TABLE>
*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>
CERTIFICATE OF INCORPORATION
OF
LONGHORN DEVELOPMENT COMPANY, INC.,
ARTICLE I
NAME
The name of the Corporation hereby created shall be
LONGHORN DEVELOPMENT COMPANY, INC.
ARTICLE II
DURATION
The Corporation shall continue in existence perpetually unless
sooner dissolved according to law.
ARTICLE III
PURPOSES
The purposes for which this Corporation is organized are:
(a) To seek available business opportunities which have a potential for
profit, acquire, merge with or into, or be acquired by one or more other
businesses, and to do any lawful act or activity for which corporations may be
formed under the laws of the State of Delaware.
(b) To acquire by purchase or otherwise, own, hold, lease, rent, mortgage
or otherwise, to trade with and deal in real estate lands and interest in lands
and all other property of every kind and nature.
(c) To acquire, sell and otherwise, dispose of, deal in stocks, bonds,
mortgages, securities, notes and commercial paper for corporations and
individuals, and to lend money and negotiate loans;
<PAGE>
(d) To borrow money and to execute notes and obligations and security
contracts therefore, and to lend any of monies or funds of the Corporation and
to take evidence of indebtedness therefore, and also to negotiate loans; to
carry on a general mercantile and merchandise business and to purchase, sell and
deal in such goods, supplies, and merchandise as are or may be sold in a general
store;
(e) To guarantee the payment of dividends or interest on any other contract
or obligation of, any corporation whenever proper or necessary for the business
of the Corporation in the judgment of its directors;
(f) To do all and everything necessary, suitable, convenient, or proper for
the accomplishment of any of the purposes of the attainment of any one or more
of the objects herein enumerated, or incidental teeth powers therein named, or
which shall at any time appear conclusive or expedient for the protection or
benefit of the Corporation, either as holders of or interested in any property,
or otherwise; with all the powers hereafter conferred by the laws under which
this Corporation is organized; and
(g) To engage in any and all other lawful purposes, activities and
pursuits, whether similar or dissimilar to the foregoing, and the Corporation
shall have all powers allowed or permitted by the laws of the state of Delaware.
ARTICLE IV
CAPITALIZATION
The aggregate number of shares of all classes of stock which the
Corporation shall have authority to issue is 500,000,000 all of which shall be
Common Stock having a par value of $0.0001 per share.
ARTICLE V
CLASSES OF STOCK
A statement of the designations and the powers, preferences, and rights,
and the qualifications, limitations, or restrictions thereof, of the shares of
stock which the Corporation shall be authorized to issue, is as follows:
<PAGE>
(a) General Rights. All Stock of the Corporation shall be of the same
class, common, and shall have the same rights and preferences. Fully paid stock
of the Corporation shall not be liable to any call and is non-assessable.
(b) Dividends. The holders of shares of Common Stock shall be entitled to
receive dividends when and as declared by the Board of Directors out of funds
legally available therefor.
(c) Voting. Except as otherwise expressly provided by law, in all matters
as to which the vote or consent of stockholders of the Corporation shall be
required or be taken, including, any vote to amend these Articles of
Incorporation to increase or decrease the par value, effect a stock split or
combination of shares, or alter or change the powers, preferences or special
rights of the Common Stock, the holders of the Common Stock shall be entitled to
vote on all such matters, and the holders of the shares of Common Stock shall
each have one (1) vote per share.
(d) Issuance of Rights and Warrants. The Corporation shall have the power
to issue, with or without any connection to the issue and sale of its Common
Stock, or other securities, rights, warrants, or options entitling the holders
thereof to purchase from the Corporation shares of its Common Stock, or other
securities, upon which terms and conditions and at such times and for such
consideration or price as the Board of Directors, in its discretion may
determine. In the absence of fraud, the judgment of the directors as to the
consideration for the issuance of such rights, warrants, or options and the
sufficiency thereof shall be conclusive.
ARTICLE VI
BY-LAWS
In furtherance and not in limitation of the powers conferred by statute,
the Board- of Directors is expressly authorized to make, alter or repeal the
By-Laws of the Corporation.
<PAGE>
ARTICLE VII
MEETINGS AND RECORDS
Meetings of the stockholders may be held within or without the State of
Delaware, as the By-Laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation. Elections of directors
need not be by written ballot unless the By-Laws of the Corporation shall so
provide.
ARTICLE VIII
NO PRE-EMPTIVE RIGHTS
Shareholders of the Corporation shall not have pre-emptive rights to
subscribe for or acquire additional shares of the Corporation, whether such
shares be hereby or hereafter authorized.
ARTICLE IX
INDEMNIFICATION OF OFFICERS
AND DIRECTORS
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 Directors of the Corporation, may serve, or at any time have served as
directors or officers of another corporation in which the Corporation at such
time owned or may own shares of stock, or which it was or may be a creditor, and
the respective heirs, administrators, successors, and assigns, against any and
all expenses, including amounts paid upon judgment, counsel fees, and amounts
paid in settlement (before or after suit is commenced), actually or necessarily
by such persons in connection with the defense or settlement or any claim,
action, suit, or proceeding in which they, or any of them, are made parties, or
a party, or which may be assessed against them or any of them, by reason of
being or having been directors or officers of the Corporation, or such other
corporation, except in relation to matters as to which any such director or
officer of the Corporation, or such other corporation, or former director or
officer shall be adjudged in any action, suit or proceeding to be liable for his
own negligence of misconduct in the performance of his duties. 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
stockholders or otherwise.
ARTICLE X
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 this
Corporation or any 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 not or may become an officer or director of this
Corporation is hereby relieved from liability 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.
ARTICLE XI
REGISTERED OFFICE AND AGENT
The address of its registered office in the State of Delaware is 1209
Orange Street, in the City of Wilmington, County of New Castle. The name cf its
registered agent at such address is The Corporation Trust Company.
ARTICLE XII
AMENDMENT
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
<PAGE>
ARTICLE XIII
DIRECTORS
The Corporation shall have not less than three (3) nor more 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:
Name Address
Larry E. Howell 444 M Bank Building
1ll South Garland Ave.
Garland, Texas 75046
Bradley J. Jorgensen 1918 Gunther Drive
Salt Lake City, Utah 84121
George 1. Norman III 849 Coatsville Ave.
Salt Lake City, Utah 84105
ARTICLE XII
INCORPORATOR
The name and address of the incorporator for this Corporation is as
follows:
Name Address
Bradley J. Jorgensen 1918 Gunther Drive
Salt Lake City, Utah 84121
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation
Law of the State of Delaware, do make this certificate, hereby declaring
and certifying that this is my act and deed and the facts herein stated
are true, and accordingly have hereunto set my hand this 6th day of
November 1985.
<PAGE>
DATED this 6th day of November, 1985.
----------------------
Bradley S. Jorgensen
STATE OF UTAH )
: SS.
COUNTY OF SALT LAKE )
On the 6th day of November, 1985, personally appeared
before me Bradley J. Jorgensen, as incorporator of Longhorn
Development Company, Inc., who duly acknowledged to me that he
executed these Articles of Incorporation for the uses and
purposes therein expressed.
__________________
NOTARY PUBLIC
Commission Expires:
Residing At:
______________________________
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
LONGHORN DEVELOPMENT COMPANY, INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,
DOES HEREBY CERTIFY as follows:
FIRST: That at a meeting of the Board of Directors of Longhorn
Development Company, Inc., resolutions were duly adopted setting forth the
proposed amendment of the Certificate of Incorporation of said Corporation,
declaring said amendment to be advisable and calling a meeting of the
stockholders of said Corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of incorporation of this corporation be
amended by changing the Article thereof numbered "I" so that, as amended,
said Article shall be and read as follows:
ARTICLE I
NAME
The name of the Corporation hereby created, shall be SINGLE CHIP
SYSTEMS INTERNATIONAL, INC.
FURTHER RESOLVED, that the Certificate of Incorporation of this
Corporation be amended by changing the Article thereof numbered "III" so
that, as amended, said Article shall be and read as follows:
<PAGE>
ARTICLE III
PURPOSES
The purposes for which this Corporation is organized are:
(a) To conduct the business of designing, developing,
producing,manufacturing, marketing electronic and microelectronic
devices, including integrated circuits and other semiconducting
devices, as well as products and devices incorporating integrated
circuits and semiconducting devices, and to do any lawful business or
activity for which corporations may be formed under the laws of the
State of Delaware.
(b) To acquire by purchase or otherwise, own, hold, lease, rent,
mortgage or otherwise, to trade with and deal in real estate lands and
interests in lands and all other property of every kind and nature.
(c) To acquire, sell and otherwise, dispose of, deal in, stocks,
bonds, mortgages, securities, notes and commercial paper for
corporations and individuals, and to lend money and negotiate loans;
(d) To borrow money and to execute notes and obligations and
security contracts therefor, and to lend any of moneys or funds of the
Corporation and to take evidence of indebtedness therefor, and also to
negotiate loans; to carry on a general mercantile and merchandise
business and to purchase, sell and deal in such goods, supplies and
merchandise as are or may be sold in a general store;
(e) To guarantee the payment of dividends or interest on any
other contract or obligation of, any corporation whenever proper or
necessary for the business of the Corporation in the judgment of its
directors;
(f) To do all and everything necessary, suitable, convenient, or
proper for the accomplishment of any of the purposes or the attainment
of any one or more of the objects herein enumerated, or incidental to
the powers therein named, or which shall at any time appear conclusive
or expedient for the protection or benefit of the Corporation, either
as a holder of or an interested party in any property, or otherwise;
with all the powers hereafter conferred by the laws under which this
Corporation is organized; and
<PAGE>
(g) To engage in any other lawful purposes, activities and
pursuits, whether similar or dissimilar to the foregoing, and the
Corporation shall have all the powers allowed or permitted by the laws
of the State of Delaware.
SECOND: That thereafter, pursuant to a resolution of its Board of
Directors, a special meeting of the stockholders of said Corporation was
duly called and held, upon notice in accordance with Section 222 of the
General Corporation Law of the State of Delaware, at which meeting the
necessary number of shares as required by statute were voted in favor of
the amendment.
THIRD: That said Amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS OF, said Longhorn Development Company, Inc. has caused this
certificate to be signed by Robert H. Perry its President, and E. James
Bradley its Secretary, this day of August, 1988.
LONGHORN DEVELOPMENT COMPANY, INC.
By Robert H.Perry, President
Attest:
E. Jamess Bradley,
Secretary
8826C
<PAGE>
STATE OF UTAH )
: SS.
COUNTY OF SALT LAKE)
On the 22nd day of August, 1988 personally appeared before me Robert
H. Perry and E. James Bradley, who, being by me duly sworn, did state that
they are the President and Secretary, respectively, of Longhorn Development
Company, Inc., and that said instrument was signed on behalf of said
corporation by authority of its by-laws, and said Robert H. Perry and E.
James Bradley acknowledged to me that said corporation executed the same.
NOTARY PUBLIC
My Commission Expires: Residing At:
8826C
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:OS AM 07/24/1996
960215601 - 2075603
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SINGLE CHIP SYSTFMS INTERNATIONAL, INC.
#2075603
(Pursuant to Section 242)
Single Chip Systems International, Inc., a corporation organized and
existing under and by virture of the General Corporation of the State of
Delaware (the "Company"),
DOES HEREBY CERTIFY:
FIRST: The name of the Company is Single Chip Systems
International, Inc.
SECOND: The following amendments were adopted by the Board of
Directors and stockholders of the Company on May 6, 1996 in the manner
prescribed by Sections 141 and 28, respectively, of the General Corporation
Law of the State of Delaware.
RESOLVED, that the name of the Company be changed to "TRIPLE
CHIP SYSTEMS, INC.",and
FURTHER RESOLVED, that the Articles of Incorporation of the Company be
amemded to effect a reverse split of the Company's outstanding $0.0001 par
value common stock on a basis of 200 for one, retaining the par value at
$O.0001 per share, with appropriate adjustments being made in the
additional paid in capital and stated capital accounts of the Company, with
fractional shares being rounded to the nearest whole share, such reverse
split to take effect at 8:00 o'clock a.m., Eastern Daylight Time, an June
10, 1996;
<PAGE>
THIRD: This amendment does not provide for any exchange, reclassification
or cancellation of issued shares.
FOURTH: This amendment does reduce the 33,483,334 shares outstanding to
167,465, and decreases the stated capital from S3,349 to $17.
IN WITNESS WHEREOF, Single Chip Systems International, Inc. has caused this
Certificate to be signed by Jeff D. Jenson, its President, and attested by
Harold T. Jenson, its Secretary.
SINGLE CHIP SYSTEMS INTERNATIONAL, INC.
By________________________________
Jeffrey D. Jenson, President
Attest:
_________________________________
Richell V. Jenson, Vice President
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:02 AM 07/24/1996
960215599 - 2075603
CERTIFICATE OF RESTORATION OF REVIVAL OF
CERTIFICATE OF INCORPORATION
OF
SINGLE CHIP SYSTEMS INTERNATIONAL, INC.
#2075603
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation") is
Single Chip Systems International, Inc.
2. The corporation was organized under the provisions of General
Corporation Law of the State of Delaware. The date of filing of its original
certificate of incorporation with the Secretary of State of the State of
Delaware is November 12, 1985.
3. The address, including the street, city, and county, of the registered
office of the corporation in the State of Delaware and the name of the
registered agent at such address is as follows: Corporation Service Company,
1013 Centre Road, Wilmington, New Castle County, DE 19805.
4. The corporation hereby procures a restoration and revival of its
certificate of incorporation, which became inoperative by law on March 1, 1990,
for failure to file annual reports and non-payment of taxes payable to the State
of Delaware.
5. The certificate of incorporation of the corporation, which provides for
and will continue to provide for, perpetual duration, shall upon filing of the
Certificate of Restoration and Revival of the Certificate of Incorporation in
the Department of the State of the State of Delaware, be restoted and revived
and shall become fully operative on the February 28, 1990.
<PAGE>
6. This Certificate of Restoration and Revival of the Certificate of
Incorporation is filed by authority of the duly elected directors as prescribed
by Section 312 of the General Corporation Law of the State of Delaware.
Signed and attested on July 19, 1996,
SINGLE CHIP SYSTEMS INTERNATIONAL,INC.
______________________________________
Jeff D. Jenson, President
Attest:
_________________________________
Richell V. Jenson, Vice President
State of Utah )
: ss.
County of Salt Lake )
Be it remembered that on July 19, 1996, before me, a Notary Public duly
authorized by law to take achnowledgment of deeds, personally came Jeffrey D.
Jenson President of Single Chip Systems International, Inc., who duly signed the
foregoing instrument before me and achnowledged that such signing is his act and
deed, that such instrument as executed is the act and deed of said corporation,
and that the facts stated therein are true.
Given under my hand on July 19, 1996.
Kathleen L. Morrison
<PAGE>
BYLAWS
OF
TRIPLE CHIP SYSTEMS, INC.
ARTICLE I
OFFICES
Section 1.01 Location of Office. The corporation may maintain such
offices within or without the State of Utah as the Board of Directors may from
time to time designate or require.
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 from time to time determine.
ARTICLE II
SHAREHOLDERS
Section 2.0 Annual Meeting. The annual meeting of the shareholders
shall be held in May of each year or at such other time designated by the Board
of Directors and as is provided for in the notice of the meeting, 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 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 called by the president or, in his or her absence or disability, by
a vice president or by the secretary on 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, each vice-president, or secretary. In case of
failure to call such meeting within 60 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 (10) days, but not more than fifty (50) days, prior to the meeting, to each
shareholder of record entitled to vote.
<PAGE>
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 entitled to notice of or to vote at any annual 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 fifty (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 (10) 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 fifty (50) and, in case
of a meeting of shareholders, not less than ten (10) days prior to the date on
which the particular 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 of the corporation
having charge of the share transfer books for shares of the corporation shall
make, at least ten (10) days before each meeting of the 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 (10) 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 facia 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-half of the total voting power of the
outstanding shares of the corporation entitled to vote, represented in person or
by proxy, shall constitute a quorum at a meeting of the shareholders. If a
quorum is present, the affirmative vote of the majority of the voting power
represented by shares 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-half of the
outstanding voting power is represented at
<PAGE>
a meeting, a majority of the voting power represented by shares so present 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.
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 series of stock are determined and
specified as greater or lesser than one vote per share in the manner provided by
the Articles of Incorporation.
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 of the corporation or by his or her or her 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 on all persons so designated. Persons holding stock 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
pledge or on the books of the corporation he or she shall have expressly
empowered the pledgee to vote thereon, in which case the pledgee, or his or her
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
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 to nine 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
Bylaws. An increase or a decrease in the number of the members of the Board of
Directors may also be made upon amendment to these Bylaws by a majority vote of
all of the shareholders, and the number of 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 of the corporation and until his or her
<PAGE>
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 the 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.
Section 3.07 Notice. Notice of any special meeting shall be given at
least ten (10) days prior thereto by written notice delivered personally or
mailed to each director at his or her 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 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 or 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 the individual directors shall have no power as such.
<PAGE>
Section 3.10 Vacancies and Newly Created Directorship. 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 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 or her dissent shall be entered in the minutes of the meeting, unless
he or she shall file his or her 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 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 (10) 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 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
<PAGE>
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 or her office until
the next ensuing annual meeting of the Board of Directors and until his or her
successor shall have been chosen and qualified, or until his or her death, or
until his or her 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 capacity of more than one office.
The chairman of the board, if any, shall be and remain a director of the
corporation during the term of his or her 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 on 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 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 be removed, either with or without cause, by any officer on 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 a 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 or she shall preside at all shareholders' meetings;
(b) He or she shall preside at all meetings of the Board of Directors;
and
(c) He or she shall be a member of the executive committee, if any.
Section 4.08 The President. The president shall have the following
powers and duties:
(a) If no general manager has been appointed, he or she shall be the
chief executive officer of the corporation, and, subject to the direction 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;
<PAGE>
(b) If no chairman of the board has been chosen, or if such officer is
absent or disabled, he or she shall preside at meetings of the shareholders and
Board of Directors;
(c) He or she shall be a member of the executive committee, if any;
(d) He or she 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 or she shall have all power and shall 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 or her by the Board of Directors.
Section 4.10 The Secretary. The secretary shall have the following powers
and duties:
(a) He or she 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 or she shall cause all notices to be duly given in accordance
with the provisions of these Bylaws and as required by statute;
(c) He or she 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 or she may attest the same;
(d) He or she shall assume responsibility that the books, reports,
statements, certificates, and other documents and records required by statute
are properly kept and filed;
(e) He or she 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 stock was 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 or record; and he or she shall exhibit at all reasonable times to any
director, upon application, the original or duplicate share register. He or she
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 purposes
provided in such Section;
(f) He or she 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
<PAGE>
(g) He or she shall perform in general all duties incident to the
office of secretary and such other duties as are given to him or her by these
Bylaws or as from time to time may be assigned to him or her by the Board of
Directors or the president.
Section 4.11 The Treasurer. The treasurer shall have the following powers
and duties:
(a) He or she shall have charge and supervision over and be
responsible for the monies, securities, receipts, and disbursements of the
corporation;
(b) He or she 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;
(c) He or she shall cause the monies of the corporation to be disbursed
by checks or drafts (signed as provided in Section 5.04 hereof) drawn on the
authorized depositories of the corporation, and cause to be taken and preserved
property vouchers for all monies disbursed;
(d) He or she shall render to the Board of Directors or the president,
whenever requested, a statement of the financial condition of the corporation
and of all of this transactions as treasurer, and render a full financial report
at the annual meeting of the shareholders, if called upon to do so;
(e) He or she shall cause to be kept correct books of account of all
the business and transactions of the corporation and exhibit such books to any
director on request during business hours;
(f) He or she shall be empowered from time to time to require from all
officers or agents of the corporation reports or statements given such
information as he or she may desire with respect to any and all financial
transactions of the corporation; and
(g) He or she shall perform in general all duties incident to the
office of treasurer and such other duties as are given to him or her by these
Bylaws or as from time to time may be assigned to him or her 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 or she 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 or she shall be charged with the exclusive management of the
business of the corporation and of all of its dealings, but at all times be
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 or she shall employ all employees of the corporation, or
delegate such employment to subordinate officers, and shall have authority to
discharge any person so employed; and
<PAGE>
(d) He or she shall make a report to the president and directors as
often as required, setting forth the results of the operations under his or her
charge, together with suggestions looking toward improvement and betterment of
the condition of the corporation, and shall perform such other duties as the
Board of Directors may require.
Section 4.13 Salaries. The salaries and 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 or she is also a director
of the corporation.
Section 4.14 Surety Bonds. In case the Board of Directors shall so
require, any officer or agent of the corporation shall execute to the
corporation a bond in such sums and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful performance of his or her
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 or her 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 loans or advances shall be contracted on behalf
of the corporation, no negotiable paper or other evidence of its obligation
under any loan or advance shall be issued in its name, and no property of the
corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed
as security for the payment of any loan, advance, indebtedness, or liability of
the corporation, unless and except as authorized by the Board of Directors. Any
such authorization may be general or confined to specific instances.
Section 5.03 Deposits. All monies of the corporation not otherwise
employed shall be deposited from time to time to its credit in such banks and 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, evidences of indebtedness of the corporation, subject
to the provisions of these Bylaws, 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
<PAGE>
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 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 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, should 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 through 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 stocks, 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 an
officer or agent thereunto authorized by the Board of Directors.
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 or her 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 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, has 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
on 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 the date of issuance thereof. Every certificate exchanged
<PAGE>
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 or her 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 on surrender of the certificate or certificates,
properly endorsed or accompanied by proper instruments or 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 stock
as the absolute owner thereof for all purposes, and accordingly, shall not be
bound to recognize any legal, equitable, or other claim to or interest in such
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 Article VI
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 Stock Ledger at Principal Place of
Business. A share book (or books where more than one kind, class, or series or
stock 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 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 fifty (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 shareholder for any purpose.
(b) In lieu of closing the share transfer books as aforesaid, the Board
of Directors may fix in advance a date, not exceeding fifty (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 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 exercise
<PAGE>
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 (10) days immediately preceding such meeting.
Section 6.07 Lost or Destroyed Certificates. The corporation 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 its discretion, require the owner of the lost or destroyed
certificate or his or her 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 judgement of the Board of Directors, it is
proper to do so.
Section 6.08 No Limitation on Voting Rights; Limitation on Dissenter's
Rights. To the extent permissible under the applicable law of any jurisdiction
to which the corporation may become subject by reason of the conduct of
business, the ownership of assets, the residence of shareholders, the location
of offices or facilities, or any other item, the corporation elects not to be
governed by the provisions of any statute that (i) limits, restricts, modifies,
suspends, terminates, or otherwise affects the rights of any shareholder to cast
one vote for each share of common stock registered in the name of such
shareholder on the books of the corporation, without regard to whether such
shares were acquired directly from the corporation or from any other person and
without regard to whether such shareholder has the power to exercise or direct
the exercise of voting power over any specific fraction of the shares of the
corporation or from any other person and without regard to whether such
shareholder has the power to exercise or direct the exercise of voting power
over any specific fraction of the shares of common stock of the corporation
issued and outstanding or (ii) grants to any shareholder the right to have his
or her stock redeemed or purchased by the corporation or any other shareholder
on the acquisition by any person or group of persons of shares of the
corporation. In particular, to the extent permitted under the laws of the state
of incorporation, the corporation elects not to be governed by any such
provision, including the provisions of the Delaware Control Shares Acquisition
Act, Section 61-6-1 et seq., of the Delaware Code Annotated, as amended, or any
statute of similar effect or tenor.
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 committees 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 other committee. Each member of the executive
committee and of any other committee shall hold office until his or her
successor shall have been designated or until his or her resignation or removal
in the manner provided in these Bylaws.
<PAGE>
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.
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 on 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 not 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 or she is a member, if any shall have been
appointed and shall be in office. Unless otherwise specified herein, such
resignation shall take effect on 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 vacancies shall occur in the executive
committee or 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 7.07 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 said committee.
ARTICLE VIII
INDEMNIFICATION, INSURANCE, AND
OFFICER AND DIRECTOR CONTRACTS
Section 8.01 Indemnification: Third Party 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
<PAGE>
corporation to procure a judgement in its favor by reason of the fact that he or
she 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) judgments, fines,
and amounts paid in settlement actually and reasonably incurred by him or her in
connection with any such action, suit or proceeding, if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interest of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any action, suit, or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere 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 or she reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, he or she had reasonable cause to believe that
his or her 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 or she 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 or her in connection with the
defense or settlement of such action or suit, if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue, or matter as to which such a person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his or her duty to the corporation, unless and only to the extent that the court
in which the action or suit was brought shall determine on application that,
despite the adjudication of liability but in view of all circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
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
or she shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection therewith. Any
other indemnification under Sections 8.01 and 8.02 hereof, shall be made to the
corporation upon a determination that indemnification of the officer, director,
employee, or agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Sections 8.01 and 8.02 hereof. Such
determination shall be made either (i) by the Board of Directors by a majority
of a quorum consisting of directors who were not parties to such action, suit,
or proceeding; or (ii) by independent legal counsel on 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 Bylaws,
<PAGE>
agreement, vote of shareholders or disinterested directors, or otherwise, both
as to action in his or her 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, officers, employee,
or agent to repay such amount or amounts unless if it is ultimately determined
that he or she 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.
8.07 Insurance. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, 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 any liability asserted against him
or her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the corporation would have the power to
indemnify him or her against any such liability and 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 on
the terms and conditions provided by the Articles of Incorporation and these
Bylaws.
ARTICLE XI
AMENDMENTS
All Bylaws of the corporation, whether adopted by the Board of
Directors or the shareholders, shall be subject to amendment, alteration, or
repeal, and new Bylaws may be made, except that;
(a) No Bylaws adopted or amended by the shareholders shall be altered or
repealed by the Board of Directors;
<PAGE>
(b) No Bylaws 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 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 Article XI shall be made except by the shareholders.
CERTIFICATE OF SECRETARY
The undersigned does hereby certify that he or she is the secretary of
SEAFOODS PLUS, LTD., a corporation duly organized and existing under and by
virtue of the laws of the State of Delaware; that the above and foregoing bylaws
of said corporation were duly and regularly adopted as such by the Board of
Directors of the corporation at a meeting of the board of Directors, which was
duly and regularly held on the _____________ day of _________________, 1996 and
that the above and foregoing Bylaws are now in full force and effect.
DATED this ________ day of _______, 1996.
-------------------------------------
Secretary
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.
SINGLE CHIP SYSTEMS, INC.
Date: AUGUST 6, 1996 By /s/ Jeff D. Jenson
Date: AUGUST 6, 1996 By /s/ Richell V. Jenson
Date: AUGUST 6, 1996 By /s/ Harold T. Jenson
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:
SINGLE CHIP SYSTEMS, INC.
Date: AUGUST 6, 1996 By /s/ Jeff D. Jenson
Date: AUGUST 6, 1996 By /s/ Richell V. Jenson
Date: AUGUST 6, 1996 By /s/ Harold T. Jenson
<PAGE>
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>
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</TABLE>
