UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
CONCEPT CAPITAL CORP.
(Name of small business issuer in its charter)
Utah 87-0422564
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
175 South Main Street, Suite 1210, Salt Lake City, Utah 84111
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (801)-364-2538
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
Securities to be registered under Section 12(g) of the Act:
Common Stock, Par Value $0.001
FORWARD LOOKING STATEMENTS
This registration statement contains forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995. Such
statements reflect the Company's views with respect to future events based
upon information available to it at this time. These forward-looking
statements are subject to certain uncertainties and other factors that could
cause actual results to differ materially from such statements. These
uncertainties and other factors include, but are not limited to: the ability
of the Company to locate a business opportunity for acquisition or participa
tion by the Company; the terms of the Company's acquisition of or participa
tion in a business opportunity; and the operating and financial performance
of any business opportunity following its acquisition or participation by the
Company. The words "anticipates," "believes," "estimates," "expects,"
"plans," "projects," "targets" and similar expressions identify forward
looking statements. Readers are cautioned not to place undue reliance on
these forward looking statements, which speak only as of the date the
statement was made. The Company undertakes no obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, changes in assumptions, future events or otherwise.
Item 1. Description of Business
HISTORY
Concept Capital Corporation (the "Company") was organized under the laws
of the State of Utah on May 21, 1985 for the purpose of seeking business
opportunities for acquisition or participation by the Company. In connection
with its organization, the Company sold 300,000 shares of its restricted
common stock to its original officers and directors and their associates for
$0.04 per share, or an aggregate of $12,000. During 1985, the Company
completed a public offering of 1,450,000 shares of common stock at an
offering price of $0.10 per share, from which the Company realized net
proceeds of approximately $131,755 after deducting the costs of the offering.
The offering was conducted pursuant to the exemption from the registration
requirements of the Securities Act of 1933, as amended, provided by
Regulation A promulgated thereunder and was registered by qualification in
the State of Utah.
On February 10, 1999, the Company entered into a Stock Purchase
Agreement with T. Kent Rainey, the current president of the Company, pursuant
to which the Company agreed to sell Mr. Rainey and other investors 2,625,000
unregistered shares of the Company's common stock for $105,000, subject to
approval by the Company's shareholders. The transaction was approved by the
Company's shareholders on February 23, 1999 and the shares were issued on
March 2, 1999.
BUSINESS PLAN
The Company intends to continue to seek, investigate, and, if warranted,
acquire an interest in a business opportunity. Management has not estab
lished any firm criteria with respect to the type of business with which the
Company desires to become involved and will consider participating in a
business enterprise in a variety of different industries or areas with no
limitation as to the geographical location of such enterprise. The Company's
management will have unrestricted discretion in reviewing, analyzing, and
ultimately selecting a business enterprise for acquisition or participation
by the Company. It is anticipated that any enterprise ultimately selected
will be selected by management based on its analysis and evaluation of the
business and financial condition of such enterprise, as well as its business
plan, potential for growth, and other factors, none of which can be
anticipated to be controlling. If the Company is able to locate a suitable
business enterprise, the decision to acquire or participate in the enterprise
may be made by the Company's board of directors without shareholder approval.
Approval may also be obtained pursuant to a consent of majority shareholders
and since members of management and the principal shareholders of the Company
own over 50% of the Company's outstanding shares, they would be able to
approve any transaction without the affirmative votes of any other sharehold
ers. Further, it is anticipated that the acquisition of or participation in
an enterprise may involve the issuance by the Company of a controlling
interest in the Company which would dilute the respective equity interests of
the Company's shareholders and may also result in a reduction of the
Company's net tangible asset value per share. In connection with an
acquisition, members of management may also be able to negotiate the sale of
their shares in the Company at a premium.
The activities of the Company will continue to be subject to several
significant risks which arise primarily as a result of the fact that the
Company has no specific business and may acquire or participate in a business
opportunity based on the decision of management which will, in all probabil
ity, act without the consent, vote, or approval of the Company's sharehold
ers. The risks faced by the Company are further increased as a result of its
limited resources and its inability to provide a prospective business
opportunity with a significant amount of capital. (See "RISK FACTORS.")
Although management believes that it is in the best interest of the
Company to acquire or participate in a business enterprise, there is no
assurance that the Company will be able to locate a business enterprise which
management believes is suitable for acquisition or participation by the
Company or that if such an enterprise is located, it can be acquired on terms
acceptable to the Company. Similarly, there can be no assurance that if any
business opportunity is acquired, it will perform in accordance with
management's expectations or result in any profit to the Company or
appreciation in the price for the Company's shares.
If business opportunities become available, the selection of an
opportunity in which to participate will be complex and extremely risky and
may be made on management's analysis of the quality of the other company's
management and personnel, the anticipated acceptability of new products or
marketing concepts, the merit of technological changes, and numerous other
factors which are difficult, if not impossible to analyze through the
application of any objective criteria. There is no assurance that the
Company will be able to identify and acquire any business opportunity which
will ultimately prove to be beneficial to the Company and its shareholders.
It is anticipated that business opportunities may be introduced to the
Company from a variety of sources, including its officers and directors, and
their business and social contacts, professional advisors such as attorneys
and accountants, securities broker-dealers, venture capitalists, members of
the franchise community, and others who may present unsolicited proposals.
The Company will not restrict its search to any particular business,
industry, or geographical location. The Company may enter into a business or
opportunity involving a "start-up" or new company, an established business
which needs additional funding, or a firm which is in need of additional
capital to overcome financial problems or difficulties. It is impossible to
predict the status of any business in which the Company may become engaged.
The period within which the Company may participate in a business
opportunity cannot be predicted and will depend on circumstances beyond the
Company's control, including the availability of business opportunities, the
time required for the Company to complete its investigation and analysis of
prospective business opportunities, the time required to prepare the
appropriate documents and agreements providing for the Company's participa
tion, and other circumstances.
In certain circumstances, the Company may agree to pay a finder's fee or
to otherwise pay for investment banking or other services provided by persons
who are unaffiliated with the Company but who submit business opportunities
in which the Company participates. No such finder's fees or other compensa
tion will be paid to any person who is an officer, director, or current owner
10% or more of the Company's issued and outstanding Common Stock.
It is impossible to predict the manner in which the Company may
participate in a business opportunity. Specific business opportunities will
be reviewed and, on the basis of that review, the legal structure or method
deemed by management to be suitable will be selected. Such structure may
include, but is not limited to, mergers, reorganizations, leases, purchase
and sale agreements, licenses, joint ventures, and other contractual
arrangements. The Company may act directly or indirectly through an interest
in a partnership, corporation, or other form of organization. Implementing
such structure may require the merger, consolidation, or reorganization of
the Company with other corporations or forms of business organization, and
there is no assurance that the Company would be the surviving entity. In
addition, the current shareholders of the Company may not have control of a
majority of the voting shares of the Company following a reorganization
transaction. As part of such a transaction, all or a majority of the
Company's directors may resign and new directors may be appointed without any
vote by shareholders.
The Company will most likely acquire a business opportunity by issuing
shares of the Company's common stock to the owners of the business opportu
nity. Although the terms of such transaction cannot be predicted, in many
instances the business opportunity entity will require that the transaction
by which the Company acquires its participation be "tax-free" under Sections
351 or 368 of the Internal Revenue Code of 1986 (the "Code"). In an exchange
of property for Common Stock under Section 351 of the Code, the tax free
status of the transaction depends on the issuance of shares of the Company's
Common Stock to transferors of the business opportunity in an amount equal to
at least 80% of the Common Stock of the Company outstanding immediately
following the transaction. In such a transaction, the current shareholders
would retain 20% or less of the total issued and outstanding shares of the
Company. Section 368 of the Code provides for tax free treatment of certain
business reorganizations between corporate entities where one corporation is
merged with, or acquires the securities or assets of, another corporation.
Generally, the Company will be the acquiring corporation in a Section 368
business reorganization, and the tax free status of the transaction will not
depend on the issuance of any specific amount of the Company's Common Stock.
It is not uncommon however, that as a negotiated element of a Section 368
transaction, the acquiring corporation issue securities in such an amount
that the shareholders of the acquired corporation will hold 50% or more of
the acquiring corporation's securities immediately after the transaction.
Therefore, there is a substantial possibility that in a Section 368
transaction involving the Company, current shareholders may retain 50% or
less of the total issued and outstanding shares of the Company. A business
opportunity acquisition structured as a tax free reorganization under
Sections 351 or 368 of the Code may result in substantial additional dilution
to the equity of those who were shareholders of the Company prior to such
acquisition.
Notwithstanding the fact that the Company is technically the acquiring
entity in the foregoing circumstances, generally accepted accounting
principles will ordinarily require that such transaction be accounted for as
if the Company had been acquired by the other entity owning the business
venture or opportunity and, therefore, will not permit a write up in the
carrying value of the assets of the other company.
It is anticipated that securities issued in any such transaction would
be issued in reliance on exemptions from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of the transaction, the Company may agree to register such
securities either at the time the transaction is consummated or under certain
conditions or at specified times thereafter. The issuance of a substantial
number of additional securities and their potential sale into any trading
market which may develop in the Company's Common Stock.
The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto,
specify certain events of default, detail the terms of closing and the
conditions which must be satisfied by each of the parties thereto prior to
such closing, outline the manner of bearing costs if the transaction is not
closed, set forth remedies on default, and include miscellaneous other terms.
It is emphasized that management of the Company has broad discretion in
determining the manner by which the Company will participate in a prospective
business opportunity and may effect transactions having a potentially adverse
impact on the current shareholders in that their percentage ownership in the
Company may be reduced without any increase in the value of their investment
or that the business opportunity in which the Company acquires an interest
may ultimately prove to be unprofitable. Such transactions may be consum
mated without being submitted to the shareholders of the Company for their
consideration. In some instances, however, the proposed participation in a
business opportunity may be submitted to the shareholders for their
consideration, either voluntarily by the board of directors to seek the
shareholders' advice or consent or because of a requirement to do so by state
law.
The investigation of specific business opportunities and the negotia
tion, drafting, and execution of relevant agreements, disclosure documents,
and other instruments may require substantial management time and attention
and substantial costs for accountants, attorneys, and others. If a decision
is made not to participate in a specific business opportunity, the costs
previously incurred in the related investigation would not be recoverable.
Furthermore, even if an agreement is reached for the participation in a
specific business opportunity, the failure to consummate that transaction may
result in the loss to the Company of the related costs incurred.
The Company's operations following its acquisition of an interest in a
business opportunity will be dependent on the nature of the opportunity and
interest acquired. The specific risks of a given business opportunity cannot
be predicted at the present time.
The Company is not registered and does not propose to register as an
"investment company" under the Investment Company Act of 1940 (the "Invest
ment Act"). The Company intends to conduct its activities so as to avoid
being classified as an "investment company" under the Investment Act and,
therefore to avoid application of the costly and restrictive registration and
other provisions of the Investment Company Act and the regulations promul
gated thereunder.
REGULATION
It is impossible to predict what government regulation, if any, the
Company may be subject to until it has acquired an interest in a business
opportunity. The use of assets and/or conduct of businesses which the
Company may acquire could subject it to environmental, public health and
safety, land use, trade, or other governmental regulations and state or local
taxation. In selecting a business opportunity to acquire, management will
endeavor to ascertain, to the extent of the limited resources of the Company,
the effects of such government regulation on the prospective business of the
Company. In certain circumstances, however, such as the acquisition of an
interest in a new or start-up business activity, it may not be possible to
predict with any degree of accuracy the impact of government regulation. The
inability to ascertain the effect on a prospective business activity of
government regulation will make the acquisition of an interest in such
business more risky.
COMPETITION
The Company encounters substantial competition in its efforts to locate
a business opportunity. The primary competition for desirable investments
comes from business development companies, venture capital partnerships and
corporations, venture capital affiliates of large industrial and financial
companies, small business investment companies, and wealthy individuals.
Many of these entities will have significantly greater experience, resources,
and managerial capabilities than the Company, and will, therefore, be in a
better position than the Company to obtain access to attractive business
opportunities.
FACILITIES
The Company's offices are located at the office of its president at 175
South Main Street, Suite 1210, Salt Lake City, Utah 84111. The Company
sublets such space on a month-to-month basis for a monthly rental of $180,
plus reimbursement for its portion of office costs such as telephone, fax,
copies, postage etc. estimated at an additional $50 to $70 per month.
EMPLOYEES
The Company has no employees and its business and affairs are handled by
its officers and directors who provide services to the Company on an as
needed basis. Management of the Company may engage consultants, attorneys,
and accountants on a limited basis, and does not anticipate a need to engage
any full-time employees so long as it is seeking and evaluating business
opportunities. The need for employees and their availability will be
addressed in connection with a decision whether or not to acquire or
participate in a business opportunity.
YEAR 2000
Since the Company conducts no active business operations and owns no
properties or equipment, it does not anticipate that so-called "Year 2000"
problems will have any material adverse impact on the Company. The Company's
bank has advised the Company that it is taking steps to become Year 2000
compliant and the Company does not conduct material business transactions or
rely to any material extent on any other third parties. In determining
whether to acquire any particular business opportunity, the Company will
consider the potential adverse impact that the failure to become Year 2000
compliant could have on any such business.
RISK FACTORS
"Blank Check" Company
The business plan of the Company is to use its limited capital to search
for, investigate, and acquire or participate in a business opportunity which
has not yet been selected. A business opportunity will be selected by
management, and management may select an opportunity without approval of the
Company's shareholders. Accordingly, shareholders are unable to determine
the future activities of the Company and may have no opportunity to analyze
the merits of any opportunity to be acquired by the Company. In addition,
the Company has no employment contracts with members of management, no
assurance can be given that the Company will continue to be managed by such
persons in the future, and it is likely that such persons will resign at such
time as a business opportunity is acquired.
Limited Capital
As of March 31, 1999, the Company had assets in the form of cash and
cash equivalents in the amount of approximately $250,000 which is not
adequate to permit the Company to undertake an elaborate or extensive search
for business opportunities. This limited capital will prevent the Company
from participating in any business opportunity which requires immediate
substantial additional capital and may make it difficult or impossible for
the Company to locate a business opportunity.
Future Issuance of Substantial Additional Shares
It is likely that the Company would acquire an interest in a business
opportunity through a reverse merger or other business reorganization
involving the issuance by the Company of additional shares of the Company's
Common Stock. It is also likely that the Company would issue a controlling
interest to the shareholders of the acquired company in which event the
ownership interest of current shareholders would be substantially diluted.
The board of directors, acting without shareholder approval, has authority to
issue all or any part of the authorized but unissued stock of the Company.
Thus, the board of directors could issue up to 45,625,000 additional shares
of Common Stock without shareholder approval. (See "BUSINESS PLAN" and
"DESCRIPTION OF SECURITIES.")
No Operating History
The Company was incorporated under the laws of the state of Utah in
1985, and has had no operations or significant revenues from operations. The
Company faces all of the risks inherent in any new business, together with
those risks specifically inherent in the search for and acquisition of
business opportunities.
No Assurance of Profitability
There can be no assurance that the Company will be able to acquire or
enter into a business opportunity or, if the Company does acquire or enter
into a business opportunity, that the business opportunity will develop into
a successful or profitable business. (See "BUSINESS PLAN.")
Limited Market for Common Stock
The market for the Company's common stock must be characterized as a
limited market due to the absence of any significant trading volume and the
small number of brokerage firms acting as market makers. The market for low
priced securities not traded on a national exchange or included in the NASDAQ
system is generally less liquid and more volatile than such national exchange
and NASDAQ markets and rapid and extreme fluctuations in market prices are
not uncommon. No assurance can be given that the current over-the-counter
market for the Company's common stock will continue or that the prices in
such market will be maintained at their present levels. (See "DESCRIPTION OF
SECURITIES: Market Price for Common Stock.")
Control by Principal Shareholders
The officers, directors and principal shareholders of the Company own
approximately 57.5% of the Company's outstanding shares of common stock.
As a result, these shareholders will be able to control the management and
policies of the Company through their ability to determine the outcome of
elections for the Company's board of directors and other matters requiring
the vote or consent of shareholders.
Lack of Revenues and Dividends
The Company has had no revenues from principal operations, and it cannot
predict when, if ever, it will realize any material revenue or realize a
profit from any operations it may subsequently undertake. The Company has
paid no dividends and does not propose to pay them in the foreseeable future.
Possible Sale of Common Stock Pursuant to Rule 144
As of March 31, 1999, there were 4,375,000 shares of the Company's
common stock issued and outstanding of which approximately 1,750,000 shares
are "free trading" or are eligible for sale under Rule 144. The remaining
2,625,000 shares are "restricted securities" as that term is defined in Rule
144 promulgated under the Securities Act of 1933, as amended (the "Act"),
which were issued on March 2, 1999. Rule 144 provides, in essence, that so
long as there is available current public information about the Company, a
person holding restricted securities for a period of at least one year may
sell in each 90 day period (provided he is not part of a control group acting
in concert), an amount equal to the greater of the average weekly trading
volume of the stock during the four calendar weeks preceding the sale or 1%
of the Company's outstanding shares of Common Stock. In addition, a person
who has not been an affiliate of the Company at any time during the three
months preceding a sale, and who has owned his or her restricted shares for
at least two years within the meaning of Rule 144, would be entitled to sell
such shares under Rule 144 without restriction. The possibility of sales
under rule 144 may, in the future, have a depressive affect on the price of
the Company's securities in any market which may develop.
Item 2. Plan of Operation
As of March 31, 1999, the Company had net assets in the form of cash and
cash equivalents in the approximate amount of $250,000. The Company
anticipates that the interest income it earns on such amount will be
sufficient to pay the majority of the Company's limited operating expenses
including rent, filing fees, and legal and accounting fees for the next
twelve months. At such time or times as the Company locates a potential
acquisition candidate, it will be required to incur additional expenses in
connection with its due diligence investigation and travel. At such time as
the Company determines to proceed to acquire any business opportunity it will
incur further expenses in order to document and complete the acquisition and
the funds remaining after payment of such expenses will be available for use
by the acquired business opportunity.
The Company cannot presently foresee the cash requirements of any
business opportunity which may ultimately be acquired by the Company.
However, since it is likely that any such business will be involved in active
business operations, the Company anticipates that any such acquisition will
result in increased cash requirements as well as increases in the number of
employees.
Item 3. Description of Property.
The Company does not own any property and conducts its limited
operations from the office of its president. (See "Item 1. Description of
Business: Facilities.")
Item 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of April 26, 1999, the number of
shares of the Company's common stock, par value $0.001, owned of record or
beneficially by each person known to be the beneficial owner of 5% or more of
the issued and outstanding shares of the Company's common stock, and by each
of the Company's officers and directors, and by all officers and directors as
a group. As of such date, the Company had a total of 4,375,000 shares of
common stock issued and outstanding.
Number of
Name Shares Owned(1) Percent of Class
Principal Shareholders
Byron B. Barkley(2) 375,000 8.6%
Tyler K. Rainey(3) 390,000 8.9%
Officers and Directors(4)
T. Kent Rainey (5) 900,000 20.6%
William P. Archer 750,000 17.1%
Vicki L. Rainey (5) 200,000 4.6%
All Officers and Directors 1,850,000 42.3%
as a Group (3 persons)(5)
_________________________________
(1) Unless otherwise indicated, all shares are or will be held
beneficially and of record by the person indicated.
(2) Mr. Barkley's address is 39 West Market Street, Salt Lake City, Utah
84101.
(3) Mr. Tyler Rainey's address is 744 E. Rosemore Court, Murray, Utah
84107. Mr. Tyler Rainey is the adult son of T. Kent and Vicki Rainey.
(4) The address for each of the Company's officers and directors is 175
South Main Street, Suite 1210, Salt Lake City, Utah 84111.
(5) T. Kent Rainey and Vicki L. Rainey are husband and wife and each
disclaims beneficial ownership of the shares held by the other. The
share amounts include 100,000 shares held of record by their daughter.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
The following table sets forth the names, ages, and titles of each of
the executive officers and directors of the Company.
Name Age Title
T. Kent Rainey 50 President and Director
William P. Archer 49 Vice President and Director
Vicki L. Rainey 50 Secretary, Treasurer and Director
*The term of office of each director is one year and until his or
her successor is elected at the Company's annual shareholders' meeting
and is qualified, subject to removal by the shareholders. The term of
office for each officer is for one year and until a successor is elected
at the annual meeting of the board of directors and is qualified,
subject to removal by the board of directors. Each of the Company's
officers and directors has served in the capacities indicated above
since March 2, 1999.
Certain biographical information with respect to each of such persons is
set forth below.
T. Kent Rainey, age 50, is a co-owner and operator of Rainey Financial
Group, an investment and loan factoring company. In addition, Mr. Rainey has
been actively involved in managing his own investments during the past 25
years. He graduated from Utah State University in 1970 with a degree in
accounting. Mr. Rainey is the husband of Vicki L. Rainey.
William P. Archer, age 49, is and has since 1994 been Vice President of
Archer Supply, Inc., a private company holding and managing investments,
primarily in real estate. From 1968 to 1994, he was an owner and operator of
Auto Parts Unlimited, an automotive warehouse and 9 retail stores, where he
held the title of Vice President and Sales Manager. From 1989 to 1991, he
was a member of the National Advisory Board of TRW, Inc.
Vicki L. Rainey, age 50, is a co-owner and operator of Rainey Financial
Group,an investment and loan factoring company and manages her own
investments. Ms. Rainey graduated cum laude from the University of Utah in
1989 with a B.A. degree in History. Ms. Rainey is the wife of T. Kent Rainey.
Item 6. Executive Compensation
The Company's officers do not receive any compensation from the Company
for serving in such capacities. The Company has not paid any compensation to
any officer during the past three years.
The Company has no retirement, pension, profit sharing, or insurance or
medical reimbursement plans covering its officers or directors, and is not
contemplating implementing any such plans at this time.
No advances have been made or contemplated by the Company to any of its
officers or directors.
Item 7. Certain Relationships and Related Transactions
On March 2, 1999, the Company sold an aggregate of 2,625,000 shares of
its restricted common stock to seven investors, including the Company's
current officers and directors, for $105,000 pursuant to the terms of a Stock
Purchase Agreement between the Company and T. Kent Rainey dated as of
February 10, 1999. The terms of the transaction were negotiated at arm's
length by Mr. Rainey and the former members of management of the Company and
the transaction was approved by the Company's shareholders on February 23,
1999. Of the 2,625,000 shares sold, the Company's officers and directors
acquired the following numbers of shares: T. Kent Rainey, 800,000; William P.
Archer, 750,000; and Vicki L. Rainey, 100,000.
The Company utilizes office space at the office of T. Kent Rainey, its
president. Such space is subleased to the Company on a month-to-month basis
for a monthly rental of $180 plus its portion of office expenses estimated at
an additional $50 to $70 per month.
Item 8. Legal Proceedings
The Company is not a party to any pending legal proceedings and no such
action by or against it, to the best of its knowledge, has been threatened.
Item 9. Market for Common Equity and Related Stockholder Matters
The Company's common stock has been eligible for trading on the OTC
Bulletin Board under the symbol "CTCY" since approximately September, 1998.
There was no trading market for the Company's common stock prior to that
date. The following table sets forth the high and low bid quotations for the
Company's common stock on the OTC Bulletin Board for each of the last three
calendar quarters.
High Bid Low Bid
1998
Third Quarter $0.03125 $0.03125
Fourth Quarter $0.03125 $0.03125
1999
First Quarter $0.125 $0.03125
The foregoing quotations represent inter-dealer prices without retail mark-
up, mark-down, or commission, and may not represent actual transactions.
Despite the publication of quotations, there is currently no active trading
market for the Company's stock, and there can be no assurance that an active
or liquid trading market for the Company's stock will develop in the future.
No dividends have been paid on the Company's securities, and the Company
does not anticipate paying dividends in the foreseeable future.
At April 26, 1999, there were approximately 87 holders of record of
the Company's common stock, including broker-dealers and clearing firms
holding shares on behalf of their clients, as reported by the Company's
transfer agent.
Transfer Agent
Atlas Stock Transfer Company, 5899 South State Street, Salt Lake City,
Utah 84107, Telephone (801) 266-7151, serves as transfer agent and registrar
for the Company's common stock.
Item 10. Recent Sales of Unregistered Securities
On March 1, 1999, the Company sold an aggregate of 2,625,000 shares of
its restricted common stock to seven investors for $105,000 pursuant to the
terms of a Stock Purchase Agreement between the Company and T. Kent Rainey
dated as of February 10, 1999. The terms of the transaction were negotiated
at arm's length by Mr. Rainey and the former members of management of the
Company and the transaction was approved by the Company's shareholders on
February 23, 1999. Of the 2,625,000 shares sold, the Company's officers and
directors acquired the following numbers of shares: T. Kent Rainey, 800,000;
William P. Archer, 750,000; and Vicki L. Rainey, 100,000. Mark N. Schneider,
legal counsel to the Company, acquired 125,000 shares. The shares were sold
without registration under the Securities Act of 1933, as amended (the
"Securities Act"), in reliance on the exemption from such registration
requirements provided by Section 4(2) of the Securities Act.
Item 11. Description of Securities
The Company's articles of incorporation authorize 50,000,000 shares of
Common Stock, $0.001, par value per share. The shares of Common Stock have no
pre-emptive or other subscription rights, have no conversion rights, and are
not subject to redemption. The holders of shares of Common Stock are
entitled to one vote for each share held. The Common Stock has noncumulative
voting rights. The holders of Common Stock are entitled to dividends when,
as, and if, declared by the board of directors from funds legally available
therefor. The Company has not paid a dividend since its incorporation and it
is not anticipated that funds will be available for the payment of dividends
in the foreseeable future.
Item 12. Indemnification of Directors and Officers
The Articles of Incorporation and Bylaws of the Company provide for the
indemnification of directors and officers of the Company and others. The
following discussion is qualified by reference to the Articles of Incorpora-
tion and Bylaws of the Company which are included as exhibits to this
registration statement.
Article VII of the Company's Articles of Incorporation provides as
follows:
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
timehave served as directors or officers of another corporation in which
the Corporation at such time owned or may own shares of stock or of which
it was or may be a creditor, and their respective heirs, administrators,
successors, and assigns, against any and all expenses, including amounts
paid upon judgments, counsel fees, and amounts paid in settlement of
them, are made parties, or a party, or which may be asserted against
them or any of them, by reason of being or having been directors or
officers of the Corporation, or of such other corporation, except in
relation to matters as to which any such director or officer or former
director or officer or person shall be adjudged in any action, suit, or
proceeding to be liable for his own negligence or misconduct in the
performance of his duty. Such indemnification shall be in addition to
any other rights to which those indemnified may be entitled under any
law, bylaw, agreement, vote of a stockholder, or otherwise.
Section 8 of the Company's bylaws provides in relevant part as follows:
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, suit, or proceedings, whether civil, criminal,
administrative, or investigative, except an action by or in the right of
the corporation, by reason of the fact that he is or was a director,
officer, employee, or agent of 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 in connection with the action, suit, or proceeding, if he acted
in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or on a plea of
nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was
unlawful.
Section 8.02 Indemnification: Corporate Actions. The corporation
shall have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense
or settlement of the action or suit, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, 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 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.
In addition, the personal liability of the Company's directors to the
Company is limited by Article XIV of the Articles of Incorporation, as
amended, which provides as follows:
A director of the Corporation shall have no personal liability to
the Corporation or its stockholders for monetary damages for any action
taken or failure to take any action, as a director, except (i) the
amount of a financial benefit received by a director to which he is not
entitled, (ii) the intentional infliction of harm on the Corporation or
the shareholders, (iii) for liability arising from any action under
section 16-10a-842 of the Utah Revised Business Corporation Act as it
may from time to time be amended or any successor provision thereto, or
(iv) an intentional violation of criminal law.
Insofar as indemnification by the Company for liabilities arising under
the Securities Act may be permitted to officers and directors of the Company
pursuant to the foregoing provisions or otherwise, the Company is aware that
in the opinion of the Securities and Exchange Commission, such indemnifica
tion is against public policy as expressed in the Securities Act and is,
therefore, unenforceable.
Item 13. Financial Statements
See Item 15 for a description of the financial statements being filed
with this Registration Statement.
Item 14. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Item 15. Financial Statements and Exhibits
(a) Financial Statements. The following financial statements are being
filed with this Registration Statement and are located immediately following
the signature page.
(i) Unaudited Financial Statements at March 31, 1999
Accountants Disclaimer of Opinion
Unaudited Balance Sheet, March 31, 1999
Unaudited Statements of Operations for the three months ended
March 31, 1999, and from inception on May 21, 1985 through March
31, 1999
Unaudited Statements of Comprehensive Income for the three months
ended March 31, 1999, and from inception on May 21, 1985 through
March 31, 1999
Unaudited Statements of Stockholders' Equity from inception on
May 21, 1985 through March 31, 1999
Unaudited Statements of Cash Flows for the three months ended
March 31, 1999, and from inception on May 21, 1985 through March
31, 1999
Notes to Unaudited Financial Statements
(ii) Audited Financial Statements at December 31, 1998 and 1997
Report of Independent Certified Accountants
Balance Sheets, December 31, 1998 and 1997
Statements of Earnings for the years ended December 31, 1998 and
1997, and cumulative from inception
Statement of Stockholders' Equity, cumulative from inception
Statements of Cash Flows for the years ended December 31, 1998
and 1997,and cumulative from inception
Notes to Financial Statements
(b) Exhibits. The following exhibits are included with this Registration
Statement.
Exhibit SEC
No. Reference No. Title of Document Location
3.1 3 Articles of Incorporation This Filing
and amendments thereto
3.2 3 Bylaws This Filing
27 27 Financial Data Schedule This Filing
Signatures
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized.
CONCEPT CAPITAL CORPORATION
(Registrant)
Date: April 27, 1999 By /s/ T. Kent Rainey
T. Kent Rainey, President
<PAGE>
CONCEPT CAPITAL CORPORATION
[A Development Stage Company]
UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 1999
PRITCHETT, SILER & HARDY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
CONCEPT CAPITAL CORPORATION
[A Development Stage Company]
CONTENTS
PAGE
- Accountant's Disclaimer of Opinion 1
- Unaudited Balance Sheet, March 31, 1999 2
- Unaudited Statements of Operations,
for the three months ended March 31,
1999, and from inception on May 21, 1985
through March 31, 1999 3
- Unaudited Statements of Comprehensive Income,
Income, for the three months ended March 31,
1999, and from inception on May 21, 1985
through March 31, 1999 4
- Unaudited Statement of Stockholders' Equity,
from inception on May 21, 1985 through
March 31, 1999 5 - 7
- Unaudited Statements of Cash Flows
for the three months ended March 31, 1999,
and from inception on May 21, 1985 through
March 31, 1999 8
- Notes to Unaudited Financial Statements 9 - 11
<PAGE>
ACCOUNTANT'S DISCLAIMER OF OPINION
Board of Directors
CONCEPT CAPITAL CORPORATION
Salt Lake City, Utah
The accompanying balance sheet of Concept Capital Corporation as of March 31,
1999 and the related statements of operations, statements of comprehensive
income, stockholders' equity and cash flows for the three months ended March
31, 1999 and from inception on May 21,1985 through March 31, 1999 were not
audited by us and, accordingly, we do not express an opinion on them.
/s/ PRITCHETT, SILER & HARDY, P.C.
PRITCHETT, SILER & HARDY, P.C.
April 13, 1999
Salt Lake City, Utah
<PAGE>
CONCEPT CAPITAL CORPORATION
[A Development Stage Company]
UNAUDITED BALANCE SHEET
[Unaudited - See Accountant's Disclaimer of Opinion]
ASSETS
March 31,
1999
___________
CURRENT ASSETS:
Cash in bank $254,490
___________
Total Current Assets $254,490
___________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable 431
___________
Total Current Liabilities 431
___________
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value,
50,000,000 shares authorized,
4,375,000 shares issued and
outstanding 4,375
Capital in excess of par value 244,380
Earning (Deficit) accumulated during
the development stage 5,304
___________
Total Stockholders' Equity 254,059
___________
$254,490
___________
The accompanying notes are an integral part of these unaudited financial
statements.
-2-
<PAGE>
CONCEPT CAPITAL CORPORATION
[A Development Stage Company]
UNAUDITED STATEMENTS OF OPERATIONS
[Unaudited - See Accountant's Disclaimer of Opinion]
From Inception
For the Three on May 21,
Months Ended 1985 Through
March 31, March 31,
1999 1999
____________ ___________
REVENUE:
Interest, dividends, and capital gain
distributions $ 2,817 $ 123,817
Gain from sale of available-for-sale
securities 10,138 19,334
____________ ___________
Total Revenues 12,955 143,151
____________ ___________
EXPENSES:
General and administrative 14,025 69,275
Loss on sale or abandonment of
available-for-sale securities - 61,763
Amortization - 500
____________ ___________
Total Expenses 14,025 131,538
____________ ___________
INCOME (LOSS) BEFORE INCOME TAXES (1,070) 11,613
CURRENT TAX EXPENSE - 6,309
DEFERRED TAX EXPENSE - -
____________ ___________
NET INCOME (LOSS) $ (1,070) $ 5,304
____________ ___________
INCOME (LOSS) PER COMMON SHARE $ (.00) $ .00
____________ ___________
The accompanying notes are an integral part of these unaudited financial
statements.
-3-
<PAGE>
CONCEPT CAPITAL CORPORATION
[A Development Stage Company]
UNAUDITED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
[Unaudited - See Accountant's Disclaimer of Opinion]
From Inception
For the Three on May 21,
Months Ended 1985 Through
March 31, March 31,
1999 1999
_____________ ______________
NET INCOME (LOSS) $ (1,070) $ 5,304
OTHER COMPREHENSIVE
INCOME:
Reclassification adjustment
for realized gains on
available-for-sale
securities which were
recognized in prior periods
as unrealized holding gains
on securities available for
sale (10,138) -
_____________ ______________
COMPREHENSIVE INCOME (LOSS) $ (11,208) $ 5,304
_____________ ______________
The accompanying notes are an integral part of these unaudited financial
statements.
-4-
<PAGE>
CONCEPT CAPITAL CORPORATION
[A Development Stage Company]
UNAUDITED STATEMENT OF STOCKHOLDERS' EQUITY
FROM THE DATE OF INCEPTION ON MAY 21, 1985
THROUGH DECEMBER 31, 1998
[Unaudited - See Accountant's Disclaimer of Opinion]
Earning
(Deficit) Unrealized
Accumulated Gain on
Common Stock Capital in During the Available-for-
_________________ Excess of Development Sale Securities,
Shares Amount Par Value Stage Net of Tax
Effect
_________ _______ __________ ____________ _______________
BALANCE, May 21, 1985 - $ - $ - $ - $ -
Issuance of 300,000
shares common stock
for cash,May 1985
at $.04 per share 300,000 300 11,700 - -
Net income for the
period ended
December 31, 1985 - - - 341 -
_________ _______ __________ ____________ _______________
BALANCE,
December 31, 1985 300,000 300 11,700 341 -
Issuance of 1,450,000
shares common stock
for cash, July 1986
at $.10 per share,
net of stock
offering costs 1,450,000 1,450 130,305 - -
Net income for the
period ended
December 31, 1986 - - - 3,243 -
_________ _______ __________ _____________ _______________
BALANCE,
December 31, 1986 1,750,000 1,750 142,005 3,584 -
Net loss for the
period ended
December 31, 1987 - - - (3,555) -
_________ _______ __________ _____________ _______________
BALANCE,
December 31, 1987 1,750,000 1,750 142,005 29 -
Net income for the
period ended
December 31, 1988 - - - 5,965 -
_________ _______ __________ _____________ _______________
BALANCE,
December 31, 1988 1,750,000 1,750 142,005 5,994 -
Net income for the
period ended
December 31, 1989 - - - 8,787 -
_________ _______ __________ ____________ ________________
BALANCE,
December 31, 1989 1,750,000 1,750 142,005 14,781 -
Net loss for the
period ended
December 31, 1990 - - - (23,653) -
_________ _______ __________ ____________ ________________
[Continued]
-5-
<PAGE>
CONCEPT CAPITAL CORPORATION
[A Development Stage Company]
UNAUDITED STATEMENT OF STOCKHOLDERS' EQUITY
FROM THE DATE OF INCEPTION ON MAY 21, 1985
THROUGH DECEMBER 31, 1998
[Unaudited - See Accountant's Disclaimer of Opinion]
[Continued]
Earning
(Deficit) Unrealized
Accumulated Gain on
Common Stock Capital in During the Available-for-
_________________ Excess of Development Sale Securities,
Shares Amount Par Value Stage Net of Tax
Effect
_________ _______ __________ ____________ _______________
BALANCE,
December 31, 1990 1,750,000 $ 1,750 $ 142,005 $ (8,872) $ -
Net income for the
period ended
December 31, 1991 - - - 4,298 -
_________ _______ __________ ____________ _______________
BALANCE,
December 31, 1991 1,750,000 1,750 142,005 (4,574) -
Net loss for the
period ended
December 31, 1992 - - - (11,362) -
_________ _______ __________ ____________ _______________
BALANCE,
December 31, 1992 1,750,000 1,750 142,005 (15,936) -
Net loss for the
period ended
December 31, 1993 - - - (1,172) -
_________ _______ __________ ____________ _______________
BALANCE,
December 31, 1993 1,750,000 1,750 142,005 (17,108) -
Net loss for the
period ended
December 31, 1994 - - - (13,921) -
_________ _______ __________ ____________ _______________
BALANCE,
December 31, 1994 1,750,000 1,750 142,005 (31,029) -
Net income for the
period ended
December 31, 1995 - - - 7,218 -
_________ _______ __________ ____________ _______________
BALANCE,
December 31, 1995 1,750,000 1,750 142,005 (23,811) -
Appreciation (decline)
in available-for-sale
securities, net of
income tax effect - - - - 7,401
Net income for the
period ended
December 31, 1996 - - - 7,589 -
_________ _______ __________ ____________ _______________
[Continued]
-6-
<PAGE>
CONCEPT CAPITAL CORPORATION
[A Development Stage Company]
UNAUDITED STATEMENT OF STOCKHOLDERS' EQUITY
FROM THE DATE OF INCEPTION ON MAY 21, 1985
THROUGH DECEMBER 31, 1998
[Unaudited - See Accountant's Disclaimer of Opinion]
[Continued]
Earning
(Deficit) Unrealized
Accumulated Gain on
Common Stock Capital in During the Available-for-
_________________ Excess of Development Sale Securities,
Shares Amount Par Value Stage Net of Tax
Effect
_________ _______ __________ ____________ _______________
BALANCE,
December 31, 1996 1,750,000 $ 1,750 $ 142,005 $ (16,222) $ 7,401
Appreciation (decline)
in available-for-sale
securities, net of
income tax effect - - - - 14,362
Net income for the
period ended
December 31, 1997 - - - 7,366 -
_________ _______ __________ ____________ _______________
BALANCE,
December 31, 1997 1,750,000 1,750 142,005 (8,856) 21,763
Appreciation (decline)
in available-for-sale
securities, net of
income tax effect - - - - (4,321)
Net income for the
period ended
December 31, 1998 - - - 15,230 -
_________ _______ __________ ____________ _______________
BALANCE,
December 31, 1998 1,750,000 1,750 142,005 6,374 17,442
Sale of available-
for-sale
securities - - - - (17,442)
Issuance of 2,625,000
shares common stock
for cash, March,
1999 at $.04 per
share 2,625,000 2,625 102,375 - -
Net loss for the
period ended
March 31, 1999 - - - (1,070) -
__________ _______ __________ ____________ _______________
BALANCE,
March 31, 1999 4,375,000 $ 4,375 $ 244,380 $ 5,304 $ -
__________ _______ __________ ____________ ______________
The accompanying notes are an integral part of these financial statements.
-7-
<PAGE>
CONCEPT CAPITAL CORPORATION
[A Development Stage Company]
UNAUDITED STATEMENTS OF CASH FLOWS
[Unaudited - See Accountant's Disclaimer of Opinion]
From Inception
For the Three on May 21,
Months Ended 1985 Through
March 31, March 31,
1999 1999
_____________ ______________
Cash Flows From Operating Activities:
Net income (loss) $ (1,070) $ 5,304
Adjustments to reconcile net income
(loss) to net cash used by operating
activities:
Amortization expense - 500
Net realized (gain) loss on
disposition of securities (10,138) 42,429
Changes in assets and liabilities:
(Decrease) increase in accounts
payable (169) 431
(Decrease) increase in income
tax payable (1,623) -
_____________ ______________
Net Cash Provided (Used) by
Operating Activities (13,000) 48,664
_____________ ______________
Cash Flows From Investing Activities:
Payment of organization costs - (500)
Proceeds from sale of securities 132,637 259,032
Purchase of securites - (301,461)
_____________ ______________
Net Cash Provided (Used) by
Investing Activities 132,637 (42,929)
_____________ ______________
Cash Flows From Financing Activities:
Proceeds from common stock issuance 105,000 262,000
Payments for stock offering costs - (13,245)
_____________ ______________
Net Cash Provided by Financing
Activities 105,000 248,755
_____________ ______________
Net Increase (Decrease) in Cash 224,637 254,490
Cash at Beginning of Period 29,853 -
_____________ ______________
Cash at End of Period $ 254,490 $ 254,490
_____________ ______________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ -
Income taxes $ 1,623 $ 6,309
Supplemental Schedule of Noncash Investing and Financing Activities:
For the three months ended March 31, 1999:
Unrealized gains on available-for-sale securities in the amount of $21,801
were reversed due to the sale of the underlying securities.
The accompanying notes are an integral part of these unaudited financial
statements.
-8-
<PAGE>
CONCEPT CAPITAL CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - The Company was organized under the laws of the State of Utah
on May 21, 1985. The Company is seeking potential business opportunities for
acquisition or participation. The Company has not yet generated significant
revenues from its planned principal operations and is considered a development
stage company as defined in SFAS No. 7. The Company has, at the present time,
not paid any dividends and any dividends that may be paid in the future will
depend upon the financial requirements of the Company and other relevant
factors.
Financial Statements - The accompanying financial statements have been
prepared by the Company without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and cash flows at
March 31, 1999 and for all the periods presented have been made.
Accounting Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that effect the reported amounts of assets and
liabilities, the disclosures of contingent assets and liabilities at the date
of the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimated
by management.
Cash and Cash Equivalents - For purposes of the statement of cash flows, the
Company considers all highly liquid debt instruments purchased with a maturity
of three months or less to be cash equivalents.
Concentration of Credit Risk - At March 31, 1999 the Company maintained its
cash balances primarily at one bank. The Company's cash balances are insured
by the Federal Deposit Insurance Corporation up to a maximum of $100,000.
Investments - Investments in available-for-sale securities are carried at fair
value. Unrealized gains and losses, net of the deferred tax effects, are
included as a separate element of stockholders' equity. Realized gains and
losses are based on the difference between sales price and actual cost of the
securities and are included in earnings.
Income (Loss) Per Share - The computation of income (loss) per share is based
on the weighted average number of shares outstanding during the period
presented in accordance with statement of Financial Standard No. 128,
"Earnings Per Share" [See Note 6].
Comprehensive Income - The Company adopted the provisions of SFAS No. 130,
"Reporting Comprehensive Income", during 1999.
Recently Enacted Accounting Standards - SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information," SFAS No. 132, "Employer's
Disclosure about Pensions and Other Postretirement Benefits", SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," and SFAS No.
134, "Accounting for Mortgage-Backed Securities." were recently issued. SFAS
No. 131, 132, 133 and 134 have no current applicability to the Company or
their effect on the financial statements would not have been significant.
-9-
<PAGE>
CONCEPT CAPITAL CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 2 - AVAILABLE-FOR-SALE SECURITIES
The Company had previously invested in mutual fund shares which were accounted
for as investments available-for-sale. At December 31, 1998, these shares had
unrealized gains of $21,801 (with an estimated tax effect of $4,359). During
the three months ended March 31, 1999 the Company sold all of its holdings and
realized a gain of $10,138 from the proceeds of $132,637.
NOTE 3 - COMMON STOCK
During March, 1999, the Company issued 2,625,000 shares of common stock for
cash proceeds of $105,000 ($.04 per share) to an individual and six other
investors. The issuance of common stock resulted in a change of control of
the Company [See Note 4].
During 1985, the Company completed a public offering of 1,450,000 shares of
common stock for gross proceeds of $145,000, or $.10 per share. Offering
costs of $13,245 were offset against the proceeds of the offering.
In connection with its organization, the Company issued 300,000 shares of
common stock to its original officers and directors and their associates for
total proceeds of $12,000, or $.04 per share
NOTE 4 - CHANGE IN CONTROL
During March, 1999, an individual and six other investors purchased 2,625,000
shares of common stock of the Company [See Note 3] giving them a 60% control-
ling interest in the company. The former officers and directors resigned and
the individual was elected as the new president and member of the board of
directors.
NOTE 5 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes". FASB
109 requires the Company to provide a net deferred tax asset/liability equal
to the expected future tax benefit/expense of temporary reporting differences
between book and tax accounting methods and any available operating loss or
tax credit carryforwards. At March 31, 1999, the Company has estimated
available unused operating loss carryforwards of approximately $1,000, which
may be applied against future taxable income and which expire in to 2014. The
amount of the net operating loss carryforward which can be utilized by the
Company will be subject to annual limitations due to the substantial change in
ownership which has occurred in the Company.
The amount of and ultimate realization of the benefits from the operating loss
carryforwards for income tax purposes is dependent, in part, upon the tax laws
in effect, the future earnings of the Company, and other future events, the
effects of which cannot be determined. Because of the uncertainty surrounding
the realization of the loss carryforwards the Company has established a
valuation allowance equal to the amount of the loss carryforwards and,
therefore, no deferred tax asset has been recognized for the loss
carryforwards. The net deferred tax asset is approximately $340 as of March
31, 1999, with an offsetting valuation allowance at March 31, 1999 of the same
amount. The change in the valuation allowance for 1999 is approximately $340.
-10-
<PAGE>
CONCEPT CAPITAL CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 6 - EARNINGS (LOSS) PER SHARE
The following data show the amounts used in computing income (loss) per share
and the effect on income and the weighted average number of shares of dilutive
potential common stock for the three months ended March 31, 1999, and from
inception on May 21, 1985 through March 31, 1999:
From Inception
For the Three on May 21,
Months Ended 1985 Through
March 31, March 31,
1999 1999
___________ ___________
Income (loss) from continuing
operations applicable to
common stock $ (1,070) $ 5,304
___________ ___________
Weighted average number of
common shares outstanding
used in earnings per share
during the period 2,595,833 1,642,725
___________ ___________
Dilutive earnings per share was not presented, as the Company had no common
equivalent shares for all periods presented that would effect the computation
of diluted earnings (loss) per share.
NOTE 7 - RELATED PARTY TRANSACTIONS
Management Compensation - The Company has not paid any compensation to its
officers and directors during the three months ended March 31, 1999.
Rent - The Company shares office space with entities related to an
officer/shareholder of the Company. Beginning in April 1999, the Company has
agreed to pay $180 rent per month for its share of the office space plus
its portion of office expenses, expected to be approximately $50 TO $70
per month.
-11-
<PAGE>
CONCEPT CAPITAL CORPORATION
(A CORPORATION
IN THE DEVELOPMENT STAGE)
FINANCIAL STATEMENTS AND
REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
DECEMBER 31, 1998 AND 1997
<PAGE>
C O N T E N T S
Page
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 1
FINANCIAL STATEMENTS
BALANCE SHEETS 2
STATEMENTS OF EARNINGS 3
STATEMENT OF STOCKHOLDERS' EQUITY 4
STATEMENTS OF CASH FLOWS 6
NOTES TO FINANCIAL STATEMENTS 8
<PAGE>
Report of Independent Certified Public Accountants
Board of Directors
Concept Capital Corporation
We have audited the accompanying balance sheets of Concept Capital
Corporation (a corporation in the development stage) as of December 31,
1998 and 1997, and the related statements of earnings, stockholders'
equity 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 audits.
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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Concept
Capital Corporation as of December 31, 1998 and 1997, and the results of
its operations and its cash flows for the years then ended, in
conformity with generally accepted accounting principles.
/s/ Foote, Passey, Griffin and Company
Salt Lake City, Utah
January 25, 1999
<PAGE>
FINANCIAL STATEMENTS
<PAGE>
Concept Capital Corporation
(A Corporation in the Development Stage)
BALANCE SHEETS
December 31,
ASSETS
1998 1997
___________ ___________
CURRENT ASSETS
Cash and cash equivalents $ 29,853 $ 36,932
Available-for-sale securities,
at fair value 144,300 125,528
___________ ___________
Total current assets $ 174,153 $ 162,460
___________ ___________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 600 $ 600
Income taxes payable 1,623 100
Deferred income taxes 4,359 5,098
___________ ___________
Total current liabilities 6,582 5,798
___________ ___________
STOCKHOLDERS' EQUITY
Common stock - authorized,
50,000,000 shares of $.001
par value; issued and
outstanding, 1,750,000 shares 1,750 1,750
Capital in excess of par value 142,005 142,005
Earnings (deficit) accumulated
during the development stage 6,374 (8,856)
Unrealized gain on available-for-
sale securities, net of tax effect 17,442 21,763
___________ ___________
167,571 156,662
___________ ___________
$ 174,153 $ 162,460
___________ ___________
The accompanying notes are an integral part of these statements.
-2-
<PAGE>
Concept Capital Corporation
(A Corporation in the Development Stage)
STATEMENTS OF EARNINGS
Cumulative
Year ended December 31, from
1998 1997 inception
____________ ____________ __________
Revenue
Interest, dividends and
capital gain distributions $ 21,073 $ 10,457 $ 121,000
Gain on sale of available-
for-sale securities - 1,301 9,196
____________ ____________ __________
21,073 11,758 130,196
____________ ____________ __________
Expenses
Administrative 4,220 4,292 55,250
Loss on sale or abandonment
of available-for-sale
securities - - 61,763
Amortization - - 500
____________ ____________ __________
4,220 4,292 117,513
____________ ____________ __________
Income before provision
for income taxes 16,853 7,466 12,683
Provision for income
taxes 1,623 100 6,309
____________ ____________ __________
NET EARNINGS $ 15,230 $ 7,366 $ 6,374
____________ ____________ __________
BASIC AND DILUTED EARNINGS
PER SHARE $ .009 $ .005 $ .004
____________ ____________ __________
The accompanying notes are an integral part of these statements.
-3-
<PAGE>
Concept Capital Corporation
(A Corporation in the Development Stage)
STATEMENT OF STOCKHOLDERS' EQUITY
Unrealized
Earnings gain on
(deficit) available-
Capital accumulated for-sale
in excess during the securities,
Common of par development net of tax
stock value stage effect Total
________ __________ ____________ ___________ _________
May 21, 1985, issued
300,000 shares of
common stock at
$.04 per share $ 300 $ 11,700 $ - $ - $ 12,000
Net earnings - - 341 - 341
________ __________ ____________ ___________ _________
Balance at
December 31, 1985 300 11,700 341 - 12,341
July 22, 1986, issued
1,450,000 shares
of common stock at
$.10 per share 1,450 143,550 - - 145,000
Stock issuance costs - (13,245) - - (13,245)
Net earnings - - 3,243 - 3,243
________ __________ ____________ ___________ _________
Balance at
December 31, 1986 1,750 142,005 3,584 - 147,339
Net loss - - (3,555) - (3,555)
Balance at
December 31, 1987 1,750 142,005 29 - 143,784
Net earnings - - 5,965 - 5,965
________ __________ ____________ ___________ _________
Balance at
December 31, 1988 1,750 142,005 5,994 - 149,749
Net earnings - - 8,787 - 8,787
________ _________ ____________ ___________ _________
Balance at
December 31, 1989 1,750 142,005 14,781 - 158,536
Net loss - - (23,653) - (23,653)
________ _________ ____________ ___________ _________
Balance at
December 31, 1990 1,750 142,005 (8,872) - 134,883
Net earnings - - 4,298 - 4,298
________ _________ ____________ ___________ _________
Balance at
December 31, 1991 1,750 142,005 (4,574) - 139,181
Net loss - - (11,362) - (11,362)
________ _________ ____________ ___________ _________
Balance at
December 31, 1992 1,750 142,005 (15,936) - 127,819
(Continued)
-4-
<PAGE>
Concept Capital Corporation
(A Corporation in the Development Stage)
STATEMENT OF STOCKHOLDERS' EQUITY - CONTINUED
Unrealized
Earnings gain on
(deficit) available-
Capital accumulated for-sale
in excess during the securities,
Common of par development net of tax
stock value stage effect Total
________ _________ ____________ ___________ _________
Net loss - - (1,172) - (1,172)
________ _________ ____________ ___________ _________
Balance at
December 31, 1993 1,750 142,005 (17,108) - 126,647
Net loss - - (13,921) - (13,921)
________ _________ ____________ ___________ _________
Balance at
December 31, 1994 1,750 142,005 (31,029) - 112,726
Net earnings - - 7,218 - 7,218
________ _________ ____________ ___________ _________
Balance at
December 31, 1995 1,750 142,005 (23,811) - 119,944
Appreciation on
available-for-
sale securities,
net of income
tax effect - - - 7,401 7,401
Net earnings - - 7,589 - 7,589
________ _________ ____________ ___________ _________
Balance at
December 31, 1996 1,750 142,005 (16,222) 7,401 134,934
Appreciation on
available-for-
sale securities,
net of income
tax effect - - - 14,362 14,362
Net earnings - - 7,366 - 7,366
________ _________ ____________ ___________ _________
Balance at
December 31, 1997 1,750 142,005 (8,856) 21,763 156,662
Decline in available-
for-sale
securities,
net of income
tax effect - - - (4,321) (4,321)
Net earnings - - 15,230 - 15,230
________ _________ ____________ ___________ _________
Balance at
December 31, 1998 $ 1,750 $ 142,005 $ 6,374 $ 17,442 $ 167,571
________ _________ ____________ ___________ _________
The accompanying notes are an integral part of this statement.
-5-
<PAGE>
Concept Capital Corporation
(A Corporation in the Development Stage)
STATEMENTS OF CASH FLOWS
Cumulative
Year ended December 31, from
1998 1997 inception
__________ ____________ __________
Increase (Decrease) in Cash and
Cash Equivalents
Cash flows from operating activities
Net earnings $ 15,230 $ 7,366 $ 6,374
Adjustments to reconcile net
earnings to net cash provided
by operating activities:
Amortization - - 500
Net realized (gain) loss
on disposition of
securities, net - (1,301) 52,567
Change in assets and liabilities
Receivables - 812 -
Organization costs - - (500)
Accounts payable - (100) 600
Income taxes payable 1,523 (337) 1,623
__________ ___________ __________
Net cash provided by
operating activities 16,753 6,440 61,164
__________ ___________ __________
Cash flows from investing activities
Proceeds from sale of securities - 20,882 126,395
Purchase of securities (23,832) (19,581) (301,461)
__________ ___________ __________
Net cash provided by
(used in) investing
activities (23,832) 1,301 (175,066)
__________ ___________ __________
Cash flows from financing activities
Proceeds from the issuance of
common stock - - 157,000
Costs incurred for the
issuance of common stock - - (13,245)
__________ ___________ __________
Net cash provided by
financing activities - - 143,755
__________ ___________ __________
(Continued)
-6-
<PAGE>
Concept Capital Corporation
(A Corporation in the Development Stage)
STATEMENTS OF CASH FLOWS - CONTINUED
Cumulative
Year ended December 31, from
1998 1997 inception
__________ ___________ ___________
Net increase (decrease) in cash
and cash equivalents $ (7,079) $ 7,741 $29,853
Cash and cash equivalents
at beginning of period 36,932 29,191 -
__________ ___________ ___________
Cash and cash equivalents
at end of period $ 29,853 $ 36,932 $29,853
__________ ___________ ___________
Cash paid during the year for:
Interest $ - $ -
Income taxes $ 100 $ 437
Non-cash transaction:
During 1997, the Company recorded unrealized gains on available-for-sale
securities of $18,278 for which deferred taxes of $3,916 were recognized
as a reduction in the unrealized gains.
During 1998, the Company recorded unrealized losses on available-for-sale
securities of $5,060 for which deferred taxes of $739 were recognized as
a reduction in the unrealized gains.
The accompanying notes are an integral part of these statements.
-7-
<PAGE>
Concept Capital Corporation
(A Corporation in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997
NOTE A - SUMMARY OF ACCOUNTING POLICIES
A summary of accounting policies consistently applied in the preparation
of the accompanying financial statements follows.
1. Business activity
Concept Capital Corporation (the Company) was incorporated in the State
of Utah on May 21, 1985. The Company's primary operating strategy is to
investigate, evaluate and acquire an interest in a business opportunity,
and to provide management consulting and advisory services.
2. Stock issuance costs
Legal, accounting and other costs of stock offerings are capitalized and
charged to capital in excess of par value when the stock is issued.
3. Investments
Investments in available-for-sale securities are carried at the fair
value. Unrealized gains and losses, net of the deferred tax effects,
are included as a separate element of stockholders' equity. Realized
gains or losses are based on the difference between sales price and
actual cost of the securities and are included in earnings.
4. Income taxes
The Company provides for income taxes based on income reported for
financial reporting purposes. Certain charges to earnings differ as to
timing from those deducted for tax purposes. The tax effects of these
differences, if any, are recorded as deferred income taxes.
5. Earnings per share
Earnings per share is based on the weighted average number of shares of
common stock outstanding in each period. There are no stock options or
other arrangements that would cause a dilutive effect on earnings per
share.
(Continued)
-8-
<PAGE>
NOTE A - SUMMARY OF ACCOUNTING POLICIES - CONTINUED
6. Cash equivalents
Cash and cash equivalents include all cash balances and highly liquid
investments with an original maturity of three months or less.
7. Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Actual results could differ from these estimates.
NOTE B - AVAILABLE-FOR-SALE SECURITIES
The Company has acquired mutual fund shares for investment purposes.
These shares had unrealized gains of $21,801 at December 31, 1998, and
$26,861 at December 31, 1997.
NOTE C - INCOME TAXES
The Company's provision for income taxes consists of the following:
1998 1997
______ _______
Current
Federal $ 780 $ -
State 843 100
_______ _______
$1,623 $ 100
Deferred taxes payable were $4,359 at December 31, 1998 and $5,098 at
December 31, 1997. They consist of deferred taxes resulting from
unrealized gains on available-for-sale securities.
The effective tax rate differs from the U.S. Federal statutory rate due
to progressive statutory rates and the use of the 70% corporate exclu
sion on certain dividends received.
NOTE D - CONCENTRATIONS OF CREDIT RISK
The Company invests in cash equivalents and available-for-sale securities
with a national broker-dealer firm. The balances are insured by the
Securities Investor Protection Corporation up to a maximum of $500,000
including up to $100,000 on cash balances.
-9-
<PAGE>
FIRST AMENDMENT TO
ARTICLES OF INCORPORATION OF
CONCEPT CAPITAL CORPORATION
Pursuant to section 16-10a-1003 of the Utah Revised Business
Corporation Act, Concept Capital Corporation (the "Corporation")
hereby adopts the following First Amendment to its Articles of
Incorporation.
1. The Articles of Incorporation of the Corporation are
hereby amended by inserting the following new provision as Article
XIII:
ARTICLE XIII
ACTION WITHOUT SHAREHOLDERS' MEETING
Pursuant to and in accordance with the requirements
of section 16-10a-704 of the Utah Revised Business
Corporation Act, any action which may be taken at any
annual or special meeting of shareholders may be taken
without a meeting and without prior notice, if one or
more consents in writing, setting forth the action so
taken, shall be signed by the holders of outstanding
shares having not less than the minimum number of votes
that would be necessary to authorize or take the action
at a meeting at which all shares entitled to vote thereon
were present and voted, subject to the provision of such
notices as may be required by section 16-10a-704 of the
Utah Revised Business Corporation Act.
2. The Articles of Incorporation of the Corporation are
hereby amended by inserting the following new provision as Article
XIV:
ARTICLE XIV
LIMITATION ON LIABILITY OF DIRECTORS
A director of the Corporation shall have no personal
liability to the Corporation or its stockholders for monetary
damages for any action taken or failure to take any action, as
a director, except (i) the amount of a financial benefit
received by a director to which he is not entitled, (ii) the
intentional infliction of harm on the Corporation or the
shareholders, (iii) for liability arising from any action
under section 16-10a-842 of the Utah Revised Business
Corporation Act as it may from time to time be amended or any
successor provision thereto, or (iv) an intentional violation
of criminal law.
3. Except as specifically provided herein, the Corporation's
Articles of Incorporation shall remain unamended and shall continue
in full force and effect.
4. By execution of this First Amendment to Articles of
Incorporation, the president and secretary of the Corporation do
hereby certify that the foregoing First Amendment to Articles of
Incorporation of Concept Capital Corporation, was duly authorized
and adopted by the shareholders of the Corporation at special
meeting held February 23, 1999, at which a total of 1,235,200
shares of the Corporation's shares of common stock were represented
in person or by proxy and of which 1,233,200 shares, or 70.5 %
of the 1,750,000 shares of the Company's common stock issued and
outstanding shares on the record date, voted in favor of this
Amendment and 2,000 shares voted against the Amendment.
DATED as of the 23rd day of February, 1999.
Concept Capital Corporation
By /s/ Darwin H. Deakins
Darwin H. Deakins, President
By /s/ Herbert H. Pollock
Herbert H. Pollock, Secretary
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
On this 1st day of March , 1999, personally appeared before
me Darwin H. Deakins and Herbert H. Pollock, who being by me duly
sworn did say that they are the president and secretary,
respectively, of Concept Capital Corporation, a Utah corporation,
that they are the persons who executed the foregoing First
Amendment to Articles of Incorporation on behalf of said
corporation by authority of its board of directors and
shareholders, and each duly acknowledged to me that said
corporation executed the same.
/s/ Connie Jacob
Notary Public
<PAGE>
ARTICLES OF INCORPORATION
OF
CONCEPT CAPITAL CORPORATION
We, the undersigned natural persons of over the age of twenty-one years,
hereby associate ourselves for the purpose of forming a corporation under the
Business Corporation Act of the State of Utah and do hereby adopt the
following Articles of Incorporation and certify as follows:
ARTICLE I
NAME
The name of the Corporation is: CONCEPT CAPITAL CORPORATION.
ARTICLE II
DURATION
The duration of this Corporation is to be perpetual.
ARTICLE III
PURPOSE
Section 1. The purposes for which this Corporation is organized are as
follows: To carry on a general investment and management consultant and
advisory business relating to investments and the operation of businesses,
plants, properties, and real and personal property of every kind, in the
United States and foreign countries, subject to the applicable laws thereof.
To maintain executive and operating personnel for the purpose of consulting
with and advising others in all matters relating to investments and the
management and operation of businesses and other properties of every kind.
To furnish business investment and management plans and programs, to
formulate policies, and generally to advise and assist others, under contract
or otherwise, in the management of their businesses, plants, properties, and
investments. To buy and sell projects and developments on its own behalf and
on behalf of others in connection with the operation, management, and
development of individual corporate businesses. To conduct research and to
investigate businesses and enterprises of every kind and description
throughout the world in order to secure information and data for capital
investment, both for its own account and as agent for others. To engage in
capital ventures and business enterprises of every kind and description,
whether as a promoter, partner, member, or associate, or as a manager of
other such enterprises.
To engage in consultant and advisory work in connection with the
organization, financing, management, operation, and reorganization of
industrial and commercial enterprises. To manage and to provide management
for and supervise all or part of any and every kind of investment or business
enterprise, and to contract or arrange with any corporation, association,
partnership, or individual for the management, conduct, operation, and
supervision of all kinds of investments and businesses. To advertise,
promote, merchandise, and otherwise purvey the services authorized herein; to
negotiate and contract with respect to furnishing of the same for or on
behalf of any person, firm, or corporation, domestic or foreign; to enter
into and carry out agency or joint arrangements with other persons, firms or
corporations engaged in like or similar activities; and generally to exploit
the services and objects of the Corporation by all lawful means.
This Corporation shall have the power to directly, or through
subsidiaries or related corporations, associations or joint ventures to
provide services, products and equipment of all kinds and nature to financial
institutions or corporations dealing in financial affairs, and shall have the
power to act as a partner, either limited or general, and to purchase, own
and hold stock of other corporations and do every act and thing desirable or
necessary to direct the operations of other corporations through ownership of
stock therein and to issue and exchange for capital stock or assets of other
corporations, its capital stock, bonds, notes, debentures in such form and
with such terms and conditions as the corporation may deem desirable, and to
subscribe for, purchase or otherwise acquire, underwrite or obtain interest
in, own, hold, pledge, hypothecate all securities of whatsoever kind or
nature of any government, state, territory, corporation, associations,
partnership, firm, trustee, syndicate, individual or otherwise regardless of
where located and under whose jurisdiction created and the corporation shall
have the power to act as guaranty or surety for any person, firm or
corporation.
Section 2. This Corporation shall have the powers conferred upon the
corporation by the Business Corporation Act of the State of Utah.
ARTICLE IV
STOCK
The aggregate number of shares which this Corporation shall have the
authority to issue is 50,000,000 shares, $0.001 par value.
ARTICLE V
COMMENCEMENT OF BUSINESS
This Corporation will not commence business until at least $1,000 has
been received as consideration for the issuance of shares.
ARTICLE VI
PREEMPTIVE RIGHTS DENIED
No holder of any of the shares now or hereafter issued by the
Corporation shall be entitled as a matter of right to subscribe for or
purchase any part of the unissued shares. Any new shares and such securities
convertible into shares may be issued, allotted, and dispensed of to such
person, firms, corporations, or associations and for such lawful
consideration and upon such terms as the Board of Directors may deem
advisable and for the best interest of the Corporation.
ARTICLE VII
INTERNAL AFFAIRS
Section 1. Meetings of Shareholders and Directors. Meetings of the
shareholders and directors of this Corporation may be held within or without
the State of Utah at such place or places as may from time to time be
designated in the Code of By-laws or by resolution of the Board of Directors.
Section 2. Code of By-Laws. The initial Code of by-laws of the
Corporation shall be adopted by its Board of Directors. The power to amend
or repeal the By-Laws or adopt a new Code of By-Laws shall be in the Board of
Directors, but the affirmative vote of two-thirds (2/3) of the directors
shall be necessary to exercise that power. The Code of By-Laws may contain
any provisions for the regulation and management of this Corporation which
are consistent with the Act and these Articles of Incorporation.
ARTICLE VIII
REGISTERED AGENT
The name the initial registered agent of this Corporation at that
address is Patricia L. Flandro-Gray.
The address of the initial registered office of the Corporation is 376
East 400 South, Suite 300, Salt Lake City, Utah 84111-2994.
ARTICLE IX
BOARD OF DIRECTORS
The initial Board of Directors shall consist of three (3) members. The
names and addresses of the persons who are to serve as Directors until their
first annual meeting of the shareholders or until their successors be elected
and qualified are as follows:
Patricia L. Flandro-Gray 376 East 400 South, Suite 300
Salt Lake City, Utah 84111
Nancy Mudrow 376 East 400 South, Suite 300
Salt Lake City, Utah 84111
Janis Sears 376 East 400 South, Suite 300
Salt Lake City, Utah 84111
ARTICLE X
INDEMNIFICATION OF 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 of which it was or may be a
creditor, and their respective heirs, administrators, successors, and
assigns, against any and all expenses, including amounts paid upon judgments,
counsel fees, and amounts paid in settlement of them, are made parties, or a
party, or which may be asserted against them or any of them, by reason of
being or having been directors or officers of the Corporation, or of such
other corporation, except in relation to matters as to which any such
director or officer or former director or officer or person shall be adjudged
in any action, suit, or proceeding to be liable for his own negligence or
misconduct in the performance of his duty. Such indemnification shall be in
addition to any other rights to which those indemnified may be entitled under
any law, bylaw, agreement, vote of a stockholder, or otherwise.
ARTICLE XI
CONTRACTS WITH INTERESTED DIRECTORS OR OFFICERS
No contract or other transaction between the Corporation and any other
corporation and no other act of the Corporation with relation to any other
corporation shall, in the absence of fraud, in any way or be invalidated or
otherwise affected by the fact that any one or more of the Directors of the
Corporation are primarily or otherwise interested in, or are directors or
officers of such other corporation. Any Director of the Corporation may vote
upon any contract or other transaction between the Corporation and any
subsidiary or affiliated corporation without regard to the fact that he is
also a director of the Corporation individually, or any firm or association
of which any Director may be a member, may be a party to, or may be
pecuniarily or otherwise interested in, any contract or transaction of the
Corporation, provided that the fact that he individually or as a member of
such firm or association is such a party so interested shall be disclosed or
shall have been known to the Board of Directors or by a majority of such
members thereof as shall be present at any meeting of the Board of Directors
at which action upon any such contract or transaction shall be taken; and in
a case described in this paragraph, any such Director may be counted in
determining the existence of a quorum at any meeting of the Board of
Directors which shall authorize any such contract or transaction and may vote
thereat to authorize any such contract or transaction.
ARTICLE XII
INCORPORATORS
The name and addresses of the Incorporators of this Corporation are as
follows:
Patricia L. Flandro-Gray 376 East 400 South, Suite 300
Salt Lake City, Utah 84111
Nancy Mudrow 376 East 400 South, Suite 300
Salt Lake City, Utah 84111
Janis Sears 376 East 400 South, Suite 300
Salt Lake City, Utah 84111
IN WITNESS WHEREOF, the undersigned, being the incorporators, executed
these Articles of Incorporation and certify as to the truth of the facts
herein stated this 21 day of May, 1985.
/s/ Patricia L. Flandro-Gray
PATRICIA L. FLANDRO-GRAY
/s/ Nancy Mudrow
NANCY MUDROW
/s/ Janis Sears
JANIS SEARS
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
We, the undersigned, being first duly sworn on oath, depose and say:
That we are the Incorporators hereinbefore named; that we have read the
foregoing Articles of Incorporation and know the contents thereof and that
the same are true of our own knowledge except as to matters therein stated
upon information and belief; and as those, we believe them to be true.
/s/ Patricia L. Flandro-Gray
PATRICIA L. FLANDRO-GRAY
/s/ Nancy Mudrow
NANCY MUDROW
/s/ Janis Sears
JANIS SEARS
SUBSCRIBED AND SWORN to before me this 21 day of May, 1985.
/s/
NOTARY PUBLIC
Residing at SLC, UT
My Commission Expires:
9/30/87
BYLAWS
OF
CONCEPT CAPITAL CORPORATION
ARTICLE I
OFFICES
Section 1.01 Registered Office. The registered office of the
corporation shall be in the City of Salt Lake, County of Salt Lake, State of
Utah.
Section 1.02 Locations of Offices. The corporation may also have
offices at such other places both within and without the state of Utah as the
board of directors may from time to time determine or the business of the
corporation may require.
ARTICLE II
SHAREHOLDERS
Section 2.01 Annual Meeting. The annual meeting of the stockholders
shall be held at such time and at such date between 90 and 180 days after the
end of the corporation's fiscal year as the board of directors may designate
and provided for in the notice of the meeting. If the election of directors
shall not be held on the day designated herein for the annual meeting of the
stockholders, or at any adjournment thereof, the board of directors shall
cause the election to be held at a special meeting of the stockholders as
soon thereafter as may be convenient.
Section 2.02 Special Meetings. Special meetings of the stockholders
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 absence or
disability, by any 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 or secretary. In case of
failure to call such meeting within 90 days after such request, the
stockholder or stockholders 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 stockholders 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, 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 stockholders (whether annual or special), to
be mailed at least ten days, but not more than 50 days, prior to the meeting,
to each stockholder of record entitled to vote.
Section 2.05 Waiver of Notice. Any stockholder may waive notice of
any meeting of stockholders (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 notice regardless of whether
waiver, consent, or approval is signed or any objections are made, unless
attendance is solely for the purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not
lawfully called or convened. 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
stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in
writing without a meeting, or stockholder entitled to receive payment of any
dividend or other distribution or allotment of any rights or entitlement to
exercise any rights in respect to any change, conversion, or exchange of
stock, or for the purpose of any other lawful action, the board of directors
may fix in advance a date as the record date for any such determination of
stockholders, such date in any case to be not more than 50 days and, in case
of a meeting of stockholders, not less than 10 days prior to the date on
which the particular action requiring such determination of stockholders is
to be taken. If no record date is fixed for the determination of stockhold
ers entitled to notice of or to vote at a meeting, the day preceding the date
on which notice of the meeting is mailed shall be the record date. For any
other purpose, the record date shall be the close of business on the date on
which the resolution of the board of directors pertaining thereto is adopted.
When a determination of stockholders entitled to vote at any meeting of
stockholders 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 stockhold
ers.
Section 2.07 Voting Lists. The officers of the corporation shall
cause to be prepared from the stock ledger, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote
at such meeting or any adjournment thereof, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to
the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not
so specified, at the place where the meeting is to be held. The list shall
also be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is present.
The original stock ledger shall be prima facie evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section, or the books of the corporation, or to vote in person or by proxy at
any meeting of stockholders.
Section 2.08 Quorum. Stock representing a majority of the voting
power of all outstanding stock of the corporation entitled to vote, present
in person or represented by proxy, shall constitute a quorum at a meeting of
the stockholders for the transaction of business, except as otherwise
provided by statute or by the articles of incorporation. If, however, such
quorum shall not be present or represented at any meeting of the stockhold
ers, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. 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. If the adjourn
ment is for more than 30 days, or if after the adjournment a new record date
is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote at the meeting.
Section 2.09 Vote Required. When a quorum is present at a meeting,
the vote of the holders of stock having a majority of the voting power
present in person or represented by proxy shall decide all questions brought
before such meeting, unless a question is one on which, by express provision
of the statutes of the state of Utah or of the articles of incorporation, a
different vote is required, in which case such express provision shall govern
and control the decision of such question.
Section 2.10 Voting of Stock. Unless otherwise provided in the
articles of incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
the voting capital stock held by such stockholder, subject to the modifica
tion of such voting rights of any class or classes of the corporation's
capital stock by the articles of incorporation.
Section 2.11 Proxies. At each meeting of the stockholders, each
stockholder 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 stock, as the case may
be, as shown on the stock ledger of the corporation or by his attorney
thereunto duly authorized in writing. Such instrument authorizing a proxy to
act shall be delivered at the beginning of such meeting to the secretary of
the corporation or to such other officer or person who may, in the absence of
the secretary, be acting as secretary of the meeting. In the event that any
such instrument shall designate two or more persons to act as proxy, 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 stock so
held and the persons whose shares are pledged shall be entitled to vote,
unless the transfer by the pledgor in the books and records of the corpora
tion shall have expressly empowered the pledgee to vote thereon, in which
case the pledgee, or his proxy, may represent such stock and vote thereon.
No proxy shall be voted or acted on after 11 months from its date, unless the
proxy provides for a longer period.
Section 2.12 Written Consent to Action by Stockholders. Unless
otherwise provided in the articles of incorporation, any action required to
be taken at any annual or special meeting of stockholders of the corporation,
or any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice, and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of a majority of the outstanding stock
entitled to vote with respect to the subject matter thereof.
ARTICLE III
DIRECTORS
Section 3.01 Number, Term, and Qualifications. The number of
directors which shall constitute the whole board shall be not less than three
nor more than seven. Within the limits above specified, the number of
directors shall be determined by resolution of the board of directors or by
the stockholders at the annual meeting of the stockholders or a special
meeting called for such purpose, except as provided in section 3.02 of this
article, and each director elected shall hold office until his successor is
elected and qualified. Directors need not be residents of the state of
incorporation or stockholders of the corporation.
Section 3.02 Vacancies and Newly Created Directorships. Vacancies and
newly created directorships resulting from any increase in the number of
directors may be filled by a majority of the directors then in office, though
less than a quorum, or by a sole remaining director, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify. If there are no directors in
office, then an election of directors may be held in the manner provided by
statute.
Section 3.03 General Powers. The business of the corporation shall be
managed under the direction of its board of directors which may exercise all
such powers of the corporation and do all such lawful acts and things as are
not by statute, by the articles of incorporation, or by these bylaws,
directed or required to be exercised or done by the stockholders.
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 stockholders. 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 chairman of the board,
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 five days prior thereto by written notice delivered personally or
mailed to each director at his regular business address or residence, or by
telegram. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon
prepaid. If notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company. Any
director may waive notice of any meeting. Attendance of a 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. The presence of a majority of the directors
shall constitute a quorum for the transaction of business at any meeting of
the board of directors, but if less than a majority is present at a meeting,
a majority of the directors present may adjourn the meeting from time to time
without further notice.
Section 3.09 Manner of Acting. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the
board of directors, and individual directors shall have no power as such.
Section 3.10 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 3.11 Presumption of Assent. A director of the corporation who
is present at a meeting of the board of directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting,
unless he shall file his written dissent to such action with the person
acting as the secretary of the meeting before the adjournment thereof, or
shall forward such dissent by registered or certified mail to the 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 3.12 Resignations. A director may resign at any time by
delivering a written resignation to either the president, a vice president,
the secretary, or assistant secretary, if any. The resignation shall become
effective on its acceptance by the board of directors; provided, that if the
board has not acted thereon within ten days from the date presented, the
resignation shall be deemed accepted.
Section 3.13 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 3.14 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, a secretary, a treasurer, and such other officers as may be
appointed by the board of directors, including, a chairman of the board, one
or more vice presidents, an assistant secretary, an assistant treasurer, and
a general manager.
Section 4.02 Election, Term of Office, and Qualifications. The
officers shall be chosen by the board of directors annually at its annual
meeting. In the event of failure to choose officers at an annual meeting of
the board of directors, officers may be chosen at any regular or special
meeting of the board of directors. Each such officer (whether chosen at an
annual meeting of the board of directors to fill a vacancy or otherwise)
shall hold his office until the next ensuing annual meeting of the board of
directors and until his successor shall have been chosen and qualified, or
until his death, or until his resignation or removal in the manner provided
in these bylaws. Any one person may hold any two or more of such offices,
except 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
director of the corporation during the term of his office. No other officer
need be a director.
Section 4.03 Subordinate Officers, Etc. The board of directors from
time to time may appoint such other officers or agents as it may deem
advisable, each of whom shall have such title, hold office for such period,
have such authority, and perform such duties as the board of directors from
time to time may determine. The board of directors from time to time may
delegate to any officer or agent the power to appoint any such subordinate
officer or agents and to prescribe their respective titles, terms of office,
authorities, and duties. Subordinate officers need not be stockholders 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 the vote of a majority of the directors, with or without
cause. Any officer or agent appointed in accordance with the provisions of
section 4.03 hereof may also 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 any regular or special meeting.
Section 4.07 The Chairman of the Board. The chairman of the board, if
there be such an officer, shall have the following powers and duties:
(a) He or she shall preside at all stockholders' 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 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 supervi
sion over its officers, employees, and agents;
(b) If no chairman of the board has been chosen, or if such
officer is absent or disabled, he shall preside at meetings of the
stockholders 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 stock 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 by the board of directors.
Section 4.09 The Vice Presidents. The board of directors may, from
time to time, designate and elect one or more vice presidents, one of whom
may be designated to serve as executive vice president. Each vice president
shall have such powers and perform such duties as from time to time may be
assigned to him by the board of directors or the president. At the request
of or in the absence or disability of the president, the executive vice
president or, in the absence or disability of the executive vice president,
the vice president designated by the board of directors or (in the absence of
such designation by the board of directors) by the president, the senior vice
president, shall perform all the duties of the president, and when so acting,
shall have all the powers of, and be subject to all the restrictions upon,
the president.
Section 4.10 The Secretary. The secretary shall have the following
powers and duties:
(a) He or she shall keep or cause to be kept a record of all
of the proceedings of the meetings of the stockholders 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 stock of the
corporation prior to the issuance thereof and to all instruments, the
execution of which on behalf of the corporation under its seal shall
have been duly authorized in accordance with these bylaws, and when so
affixed, he may attest the same;
(d) He or she shall assume 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 stock ledger and books
of the corporation and cause such books to be kept in such manner as to
show at any time the amount of the stock 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 amount of stock held by each
holder and time when each became such holder of record; and he shall
exhibit at all reasonable times to any director, on application, the
original or duplicate stock ledger. He or she shall cause the stock
ledger referred to in section 6.04 hereof to be kept and exhibited at
the principal office of the corporation, or at such other place as the
board of directors shall determine, in the manner and for the purpose
provided in such section;
(f) He or she shall be empowered to sign certificates
representing stock of the corporation, the issuance of which shall have
been authorized by the board of directors; and
(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 his transactions as treasurer, and render
a full financial report at the annual meeting of the stockholders, 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 directors 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
giving such information as he 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 by
these bylaws or as from time to time may be assigned to him by the board
of directors or the president.
Section 4.12 General Manager. The board of directors may employ and
appoint a general manager who may, or may not, be one of the officers or
directors of the corporation. The general manager, if any, shall have the
following powers and duties:
(a) He 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 subject to the control of the board of directors;
(c) Subject to the approval of the board of directors or the
executive committee, if any, he shall employ all employees of the
corporation, or delegate such employment to subordinate officers, or
such division chiefs, and shall have authority to discharge any person
so employed; and
(d) He or she shall make a report to the president and
directors quarterly, or more often if required to do so, setting forth
the results of the operations under his 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 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 on the faithful performance of his
duties to the corporation, including responsibility for negligence and for
the accounting of all property, monies, or securities of the corporation
which may come into his hands.
ARTICLE V
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
AND DEPOSIT OF CORPORATE FUNDS
Section 5.01 Execution of Instruments. Subject to any limitation
contained in the articles of incorporation or these bylaws, the president or
any vice president or the general manager, if any, may, in the name and on
behalf of the corporation, execute and deliver any contract or other
instrument authorized in writing by the board of directors. The board of
directors may, subject to any limitation contained in the articles of
incorporation or in these bylaws, authorize in writing any officer or agent
to execute and deliver any contract or other instrument in the name and on
behalf of the corporation. Any such authorization may be general or confined
to specific instances.
Section 5.02 Loans. No loan or advance shall be contracted on behalf
of the corporation, no negotiable paper or other evidence of its obligation
under any loan or advance shall be issued in its name, and no property of the
corporation shall be mortgaged, pledged, hypothecated, transferred, or
conveyed as security for the payment of any loan, advance, indebtedness, or
liability of the corporation, unless and except as authorized by the board of
directors. Any such authorization may be general or confined to specific
instances.
Section 5.03 Deposits. All monies of the corporation not otherwise
employed shall be deposited from time to time to its credit in such banks or
trust companies or with such bankers or other depositories as the board of
directors may select, or as from time to time may be selected by any officer
or agent authorized to do so by the board of directors.
Section 5.04 Checks, Drafts, Etc. All notes, drafts, acceptances,
checks, endorsements, and, subject to the provisions of these bylaws,
evidences of indebtedness of the corporation, shall be signed by such officer
or officers or such agent or agents of the corporation and in such manner as
the board of directors from time to time may determine. Endorsements for
deposit to the credit of the corporation in any of its duly authorized
depositories shall be in such manner as the board of directors from time to
time may determine.
Section 5.05 Bonds and Debentures. Every bond or debenture issued by
the corporation shall be evidenced by an appropriate instrument which shall
be signed by the president or a vice president and by the secretary and
sealed with the seal of the corporation. The seal may be a facsimile,
engraved or printed. Where such bond or debenture is authenticated with the
manual signature of an authorized 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 any
officer or agent thereunto authorized by the board of directors.
Section 5.07 Proxies. Proxies to vote with respect to stock 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 Stock Certificates. Every holder of stock 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 stock owned
by him in the corporation; provided, however, that where such a certificate
is countersigned by (a) a transfer agent or an assistant transfer agent, or
(b) registered by a registrar, the signature of any such president, vice
president, secretary, or assistant secretary may be a facsimile. In case any
officer who shall have signed, or whose facsimile signature or signatures
shall have been used on any such certificate, shall cease to be such officer
of the corporation, for any reason, before the delivery of such certificate
by the corporation, such certificate may nevertheless be adopted by the
corporation and be issued and delivered as though the person who signed it,
or whose facsimile signature or signatures shall have been used thereon, has
not ceased to be such officer. Certificates representing stock of the
corporation shall be in such form as provided by the statutes of the state of
incorporation. There shall be entered on the stock 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 stock represented thereby, the
number and kind, class or series of such stock, and the date of issuance
thereof. Every certificate exchanged or returned to the corporation shall be
marked "Canceled" with the date of cancellation.
Section 6.02 Transfer of Stock. Transfers of stock of the corporation
shall be made on the books of the corporation by the holder of record
thereof, or by his attorney thereunto duly authorized by a power of attorney
duly executed in writing and filed with the secretary of the corporation or
any of its transfer agents, and on surrender of the certificate or certifi
cates, properly endorsed or accompanied by proper instruments of transfer,
representing such stock. 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 stock 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 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 stock of the corporation.
Section 6.04 Maintenance of Stock Ledger at Principal Place of
Business. A stock ledger (or ledgers where more than one kind, class, or
series of 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
stockholders of the corporation, their addresses, and all transfers thereof
and the number and class of stock held by each. Such stock ledgers 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 stock 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 stock shall be valid
until countersigned by a transfer agent, if at the date appearing thereon the
corporation had a transfer agent for such stock, and until registered by a
registrar, if at such date the corporation had a registrar for such stock.
Section 6.06 Closing of Transfer Books and Fixing of Record Date.
(a) The board of directors shall have power to close the stock
ledgers of the corporation for a period of not to exceed 50 days
preceding the date of any meeting of stockholders, or the date for
payment of any dividend, or the date for the allotment of rights, or
capital stock shall go into effect, or a date in connection with
obtaining the consent of stockholders for any purpose.
(b) In lieu of closing the stock ledgers as aforesaid, the
board of directors may fix in advance a date, not exceeding 50 days
preceding the date of any meeting of stockholders, 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 stock shall go
into effect, or a date in connection with obtaining any such consent, as
a record date for the determination of the stockholders entitled to a
notice of, and to vote at, any such meeting and any adjournment thereof,
or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such
consent.
(c) If the stock ledgers shall be closed or a record date set
for the purpose of determining stockholders entitled to notice of or to
vote at a meeting of stockholders, such books shall be closed for, or
such record date shall be, at least ten days immediately preceding such
meeting.
Section 6.07 Lost or Destroyed Certificates. The corporation may
issue a new certificate for stock 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 legal representatives, to give the
corporation a bond in such form and amount as the board of directors may
direct, and with such surety or sureties as may be satisfactory to the board,
to indemnify the corporation and its transfer agents and registrars, if any,
against any claims that may be made against it or any such transfer agent or
registrar on account of the issuance of such new certificate. A new
certificate may be issued without requiring any bond when, in the judgment of
the board of directors, it is proper to do so.
ARTICLE VII
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 7.01 How Constituted. The board of directors may designate an
executive committee and such other committees as the board of directors may
deem appropriate, each of which committees shall consist of one or more
directors. Members of the executive committee and of any other committee
shall be designated annually at the annual meeting of the board of directors;
provided, however, that at any time the board of directors may abolish or
reconstitute the executive committee or any other committee. Each member of
the executive committee and of any other committee shall hold office until
his successor shall have been designated or until his resignation or removal
in the manner provided in these bylaws.
Section 7.02 Powers. During the intervals between meetings of the
board of directors, the executive committee shall have and may exercise all
powers of the board of directors in the management of the business and
affairs of the corporation, except for the power to fill vacancies in the
board of directors or to amend these bylaws, and except for such powers as by
law may not be delegated by the board of directors to an executive committee.
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 no powers as such.
Section 7.05 Resignations. Any member of the executive committee, and
of such other committees as may be designated hereunder by the board of
directors,may resign at any time by delivering a written resignation to
either the president, the secretary, or assistant secretary, or to the
presiding officer of the committee of which he is a member, if any shall have
been appointed and shall be in office. Unless otherwise specified therein,
such resignation shall take effect 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 with or without cause.
Section 7.07 Vacancies. If any vacancy should occur in the executive
committee or of any other committee designated by the board of directors
hereunder, by reason of disqualification, death, resignation, removal, or
otherwise, the remaining members shall, until the filling of such vacancy,
constitute the then total authorized membership of the committee and continue
to act, unless such committee consisted of more than one member prior to the
vacancy or vacancies and is left with only one member as a result thereof.
Such vacancy may be filled at any meeting of the board of directors.
Section 7.08 Compensation. The board of directors may allow a fixed
sum and expenses of attendance to any member of the executive committee, or
of any other committee designated by it hereunder, who is not an active
salaried employee of the corporation for attendance at each meeting of the
said committee.
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, suit, or proceedings, whether civil, criminal, administrative, or
investigative, except an action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer, employee, or agent
of 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 in connection with the action, suit, or
proceeding, if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or on a plea of nolo
contendere or its equivalent, does not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation,
and with respect to any criminal action or proceeding, he had reasonable
cause to believe that his conduct was unlawful.
Section 8.02 Indemnification: Corporate Actions. The corporation
shall have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee,
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corpora
tion, partnership, joint venture, trust, or other enterprise, against
expenses, including attorneys' fees, actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnifica
tion shall be made in respect of any claim, issue, or matter as to which such
a person shall have been adjudged to be liable 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 must be indemnified against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense. Any
indemnification under sections 8.01 or 8.02, unless ordered by a court, shall
be made by the corporation only as authorized in the specific case on a
determination that indemnification of the director, officer, employee, or
agent is proper in the circumstances because he has met the applicable
standard of conduct set forth in sections 8.01 or 8.02. The determination
shall be made either (1) by the board of directors by a majority vote of a
quorum consisting of directors who were not parties to the act, suit, or
proceeding; (2) by independent legal counsel on a written opinion; or (3) by
the stockholders by a majority vote of a quorum of stockholders at any
meeting duly called for such purpose.
Section 8.04 Advances. Expenses incurred in defending a civil or
criminal action, suit, or proceeding shall be paid by the corporation in
advance of the final disposition of the action, suit, or proceeding upon a
majority vote of a quorum of the board of directors and upon (i) receipt from
the person seeking indemnification of a written affirmation of his or her
good faith belief that he or she has met the applicable standard of conduct,
(ii) receipt from the person seeking indemnification of an undertaking to
repay the amount advanced if it is ultimately determined that he is not
entitled to be indemnified by the corporation, and (iii) a determination is
made by the board of directors that the facts then known would not preclude
indemnification of such person.
Section 8.05 Scope of Indemnification. The indemnification and
advancement of expenses authorized in or ordered by the corporation pursuant
to sections 8.01, 8.02, 8.04:
(a) does not exclude any other rights to which a person
seeking indemnification or advancement of expenses, including corporate
personnel other than directors or officers, may be entitled under the
articles of incorporation or any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise for either an action in his
official capacity or an action in another capacity while holding his
office; and
(b) continues for a person who has ceased to be a director,
officer, employee, or agent and inures to the benefit of the heirs,
executors, and administrators of such a person.
Section 8.06 Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise against
any liability asserted against him and incurred by him in his capacity as a
director, officer, employee, or agent, or arising out of his status as such,
whether or not the corporation has the authority to indemnify him against
such liability and expenses.
Section 8.07 Officer and Director Contracts. No contract or other
transaction between the corporation and any other firm or corporation shall
be affected by the fact that a director or officer of the corporation has an
interest in, or is a director or officer of the corporation or any such other
corporation. Any officer or director, individually or with others, may be a
party to, or may have an interest in, any transaction of the corporation or
any transaction in which the corporation is a party or has an interest. Each
person who is now or may become an officer or director of the corporation is
hereby relieved from liability that he might otherwise obtain in the event
such officer or director contracts with the 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 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 corpora
tion may pay, dividends on its outstanding stock in the manner and on the
terms and conditions provided by the certificate of incorporation and by the
laws.
ARTICLE XI
AMENDMENTS
The bylaws of the corporation shall be subject to amendment, alteration,
or repeal, and new bylaws may be made, by the board of directors except that
no bylaw adopted or amended by the stockholders shall be altered or repealed
by the board of directors.
CERTIFICATE OF SECRETARY
The undersigned does hereby certify that he/she is the secretary of
Concept Capital Corporation, a corporation duly organized and existing under
the laws of the state of Utah; that the above and foregoing bylaws of said
corporation were duly and regularly adopted as such by the board of directors
of said corporation by unanimous consent dated April 16, 1999, and that the
above and foregoing bylaws are now in full force and effect and supersede and
replace any prior bylaws of the corporation.
DATED as of the 16th day of April, 1999.
By /s/ Vicki L. Rainey
Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from financial statements for the three month period ended
March 31, 1999 and for the years ended December 31, 1998 and 1997,
and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998 DEC-31-1997
<PERIOD-END> MAR-31-1999 DEC-31-1998 DEC-31-1997
<CASH> 254,490 29,853 36,932
<SECURITIES> 0 144,300 125,528
<RECEIVABLES> 0 0 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 254,490 174,153 162,460
<PP&E> 0 0 0
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 254,490 174,153 162,460
<CURRENT-LIABILITIES> 431 6,582 5,798
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 4,375 1,750 1,750
<OTHER-SE> 249,684 165,821 154,912
<TOTAL-LIABILITY-AND-EQUITY> 254,490 174,153 162,460
<SALES> 0 0 0
<TOTAL-REVENUES> 12,955 21,073 11,758
<CGS> 0 0 0
<TOTAL-COSTS> 0 0 0
<OTHER-EXPENSES> 14,025 4,220 4,292
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 0 0
<INCOME-PRETAX> (1,070) 16,853 7,466
<INCOME-TAX> 0 1,623 100
<INCOME-CONTINUING> (1,070) 15,230 7,366
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> (1,070) 15,230 7,366
<EPS-PRIMARY> 0 .009 .005
<EPS-DILUTED> 0 .009 .005
</TABLE>
