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Harry H. Kim
ATTORNEY-AT-LAW
Telephone: (310) 312-3257FAX: (310) 312-3798
Internet Address: [email protected]
FILE NO: 25552-30
July 31, 1998
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549-1004
Re: SBB, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
Transmitted herewith for immediate filing please find one
complete copy of a Registration Statement on Form S-8 (the "Registration
Statement") relating to the proposed offering of 453,323 additional shares of
common stock, par value $0.001 per share, of SBB, Inc ("Registrant") to be
issued in connection with Registrant's Stock Bonus Agreement. A single copy of
the Registration Statement is being filed in reliance upon Rule 309(b) of
Regulation S-T.
A filing fee of $9.37, calculated pursuant to Rules 457(c) and
457(h)(1) and paid pursuant to General Instruction E to Form S-8, has been
previously wired to the account of the Securities and Exchange Commission at
the Mellon Bank.
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Sincerely,
/s/ Harry Kim
Harry H. Kim
for
Mitchell Silberberg & Knupp LLP
As filed with the Securities and Exchange Commission on July 31, 1998
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
______________________________
SBB, INC.
____________________
(Exact Name of Registrant as Specified in Charter)
NEVADA 93-0915593
(Jurisdiction of Incorporation
or Organization) (I.R.S. Employer
Identification Number)
4350 EXECUTIVE DRIVE SUITE 220
SAN DIEGO, CALIFORNIA 92121
(Address of Principal Executive Offices)
SBB, INC. STOCK BONUS AGREEMENT
(Full title of the Plan)
ALLEN J. PORTNOY
4350 EXECUTIVE DRIVE SUITE 220
SAN DIEGO, CALIFORNIA 92121
619-546-0550
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
Copies of communications to:
Alan L. Pepper, Esq.
Mitchell, Silberberg & Knupp LLP
11377 West Olympic Boulevard
Los Angeles, California 90064-1683
(310) 312-3155
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
Common Stock, par
value $.001 per share 453,323 $0.07(1) $31,732.61(1)$9.37(1)
(1)Computed pursuant to Rules 457(c) and 457(h)(1) based on the book value of
the Common Stock on July 24, 1998.There is no market for the Common Stock.
</TABLE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement on Form S-8 is filed pursuant to General
Instruction E for the purpose of registering shares of Common Stock of SBB,
Inc. (the "Registrant") issuable under the SBB, Inc. Stock Bonus
Agreement. The information set forth below is incorporated by reference
in this Registration Statement as provided by General Instruction E and as
otherwise provided by the General Instructions to Form S-8. The Registrant
hereby incorporates by reference in this Registration Statement the
following documents filed with the Commission by the Registrant pursuant to
the Exchange Act of 1934, as amended:
1. The Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1997;
2. The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1998;
3. All other reports filed by the Registrant or the Plan pursuant to
Sections 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the annual report referred to in paragraph
1, above.
All documents and other reports subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of filing of
such documents or reports. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Registrant's authorized capital stock consists of (i) 50,000,000
shares of Common Stock, par value $.001 per share, of which 12,546,677 shares
were outstanding as of the date of this Registration Statement, (ii)
1,000 shares of Class A Preferred Stock, par value $.001 per share, with
other terms or preferences to be set by the Registrant's board of directors,
none of which are outstanding as of the date of this Registration Statement,
(iii) 1,000 shares of Class B Preferred Stock, par value $.001 per share,
with other terms or preferences to be set by the Registrant's board of
directors, none of which are outstanding as of the date of this Registration
Statement and (iv) 1,000 shares of Class C Preferred Stock, par value
$.001 per share, with other terms or preferences to be set by the Registrant's
board of directors, none of which are outstanding as of the date of this
Registration Statement. Each share of Common Stock has equal rights as to
voting and in the event of dissolution and liquidation. There is no
cumulative voting by shareholders. Shareholders have no preemptive rights
to acquire any shares of Registrant.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subsection 1 of Section 78.7502 of Chapter 78 of the Nevada General
Corporation Law ("NGCL") empowers a corporation 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 proceeding, whether civil, criminal,
administrative or investigative (except in 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 or enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceedings, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo 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 that, with
respect to any criminal action or proceeding, he had reasonable cause to
believe his action was unlawful.
Subsection 2 of Section 78.7502 of the NGCL empowers a corporation
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 acted in any of the capacities set forth above, against expenses,
including amounts paid in settlement and attorneys' fees, actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in accordance with the standard set forth
above, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged by a court
of competent jurisdiction after exhaustion of all appeals therefrom to be
liable to the corporation or for amounts paid in settlement to the
corporation unless and only to the extent that the court in which such
action or suit was brought or other court of competent jurisdiction
determines that, in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses
as the court deems proper.
Section 78.751 of the NGCL provides that unless indemnification is
ordered by a court, the determination to provide indemnification must be
made by the stockholders, by a majority vote of a quorum of the board of
directors who were not parties to the action, suit or proceeding, or in
certain circumstances by independent legal counsel in a written opinion. In
addition, the articles of incorporation, bylaws or an agreement made by the
corporation may provide for the payment of the expenses of a director or
officer of the expenses of defending an action as incurred upon receipt of
an undertaking to repay the amount if it is ultimately determined by a court
of competent jurisdiction that the person is not entitled to indemnification
Section 78.751 of the NGCL further provides that, to the extent a director or
officer of a corporation has been successful on the merits or otherwise in
the defense of any action, suit or proceeding referred to in subsection
(1) and (2), or in the defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith; that indemnification
provided for by Section 78.751 of the NGCL shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled and that the
scope of indemnification shall continue as to directors, officers, employees
or agents who have ceased to hold such positions, and to their heirs, executors
and administrators.
Finally, Section 78.752 of the NGCL empowers the corporation to
purchase and maintain insurance on behalf of a director, officer, employee or
agent of the corporation against any liability asserted against him or
incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the authority to indemnify him
against such liabilities and expenses.
The Registrant's articles of incorporation provide that, as the
board of directors of the Registrant may provide from time to time in the
bylaws or by resolution, the Registrant may indemnify its officers,
directors, agents and other persons to the full extent permitted by the laws
of the State of Nevada. The Registrant's bylaws provide for indemnification
of officer, directors and others and purchase of insurance pursuant to
provisions based on the foregoing provisions of the NGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
ITEM 9. UNDERTAKINGS
The Registrant hereby undertakes:
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Los Angeles, California,
on July 28, 1998.
SBB, INC.
By: /s/ Allen Portnoy
Allen J. Portnoy
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, Registration
Statement on Form S-8 has been signed by the following persons in the
capacities and on the date indicated.
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Signatures Title Date
/s/ Allen Portnoy
Allen J. Portnoy Chief Executive Officer, July 28, 1998
Secretary and Director
/s/William H. Ervine President and Director July 28, 1998
William H. Ervine,Jr.
/s/Jack Alexander Chief Financial Officer July 28, 1998
Jack C. Alexander
/s/Stephen Storey Director July 28, 1998
Stephen A. Storey
/s/ Max S. Kissell Director July 29, 1998
Max S. Kissell
</TABLE>
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INDEX TO EXHIBITS
Exhibit No. Exhibit
4.1 SBB, Inc. Stock Bonus Agreement
4.2 Articles of Incorporation, as amended
4.3 Bylaws
5 Opinion of Mitchell, Silberberg & Knupp LLP
re: legality
23.1 Consent of Mitchell, Silberberg & Knupp LLP
(included in its opinion contained in Exhibit 5)
23.2 Consent of Crouch Bierwolf & Company, CPA
</TABLE>
Exhibit 4.1
SBB, INC. STOCK BONUS AGREEMENT
This Stock Bonus Agreement (the "Agreement") is made as of the ___ day of
July 1998, by and between SBB, Inc., a Nevada corporation (the "Company"), and
Robert Beaton ("Recipient") with respect to the following facts.
A. Recipient has in the past performed services for the Company as a
consultant and independent contractor.
B. The Company desires to afford Recipient the opportunity to acquire a
direct proprietary interest and stake in the success of the
Company as compensation for Recipient's past services to the
Company.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth and for other good and valuable consideration, the
parties hereto agree as follows:
l. Bonus of Stock. Subject to the terms and conditions contained
herein, the Company hereby grants to Recipient, and Recipient hereby accepts
from the Company, Four Hundred Fifty-Three Thousand Three Hundred Twenty-
Three (453,323) shares (the "Shares") of the Company's common stock, par
value $0.001 per share (the "Common Stock"). The Shares shall be issued to
Recipient without the payment of any cash purchase price to the Company.
The parties acknowledge and agree that there is no trading market in the
Common Stock and their estimate of the fair market value of the Shares as of
the date hereof is Seven Cents ($0.07) per Share.
2. Filing of S-8 Registration Statement; Recipient's Receipt of
Prospectus. The issuance and delivery of the Shares shall be conditioned
pon (i) the filing by the Company with the Securities and Exchange
Commission of a Registration Statement on Form S-8 with respect to the
Shares and such Registration Statement becoming effective; and (ii) delivery
by the Company and receipt by Recipient of a prospectus with respect to the
Shares.
3. Employment Relationships. Nothing in this Agreement shall confer,
or be deemed to confer, upon Recipient any right to be retained as an
independent contractor or consultant by or to be employed by the Company or
any of its subsidiaries.
4. Payment of Income Taxes. Recipient is responsible for paying when
due all income taxes, including estimated taxes, incurred as a result of the
issuance of Shares. Recipient covenants and agrees to indemnify the Company
for any claims, costs, losses, fees, penalties, interest or damages,
including, without limitation, attorneys' fees and costs, suffered by
Company as a result of Recipient's failure to comply with this provision.
5. Miscellaneous.
5.1 Severability. If any term, provision, covenant, or condition
of this Agreement is held by a court or other tribunal of competent
jurisdiction to be invalid, void, or unenforceable, the rest of the
Agreement shall remain in full force and effect and shall in no way be
affected, impaired, or invalidated.
5.2 Effect of Headings. The subject headings of the paragraphs and
subparagraphs of this Agreement are included for the purpose of convenience
only, and shall not affect the construction or interpretation of its
provisions.
5.3 Binding Effect. This Agreement shall be binding on the parties
hereto and on each of their heirs, executors, administrators, successors,
and assigns, except as expressly provided for herein.
5.4 Gender and Number. All pronouns and any variation thereof
shall be deemed to refer to the masculine, feminine, or neuter and to the
singular or plural as the identity of the person or persons may require for
proper interpretation of this Agreement.
5.5 Entire Agreement. This Agreement constitutes the entire
understanding between the parties with respect to the subject matter hereof.
The Agreement may be amended only by a writing signed by both parties.
5.6 Further Acts. The parties agree to consent to and to execute
such other and additional documents as may be required to effectuate the
provisions of this Agreement.
5.7 Counterparts. This Agreement may be executed in counterparts
and all so executed shall constitute one Agreement which shall be binding on
the parties hereto, notwithstanding that all of the parties are not signatory
to the original or the same counterpart.
5.8 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California applicable
to agreements made and to be fully performed therein.
IN WITNESS WHEREOF, the parties have executed this Stock Bonus Agreement as of
the day and year first above written.
SBB, INC
By:______________________________
Robert B. Wallace
President
RECIPIENT
_________________________________
Robert Beaton
Exhibit 4.2
ARTICLES OF INCORPORATION
OF
SBB, INC., INC.
The undersigned, a natural person being more than eighteen years of age,
acting as incorporator of a corporation pursuant to the provisions of the
General Corporation Laws of the State of Nevada, does hereby adopt the
following Articles of Incorporation for such corporation:
Article I
Name
The name of the corporation is SBB, Inc., Inc.
Article II
Duration
The duration of the corporation is perpetual.
Article III
Purposes
The purposes for which this corporation is organized are:
Section 1. To engage in any lawful business or activity which may be
conducted under the laws of the State of Nevada or any other state or nation
wherein this corporation shall be authorized to transact business.
Section 2. To purchase or otherwise acquire, own, mortgage, sell,
manufacture, assign and transfer or otherwise dispose of, invest, trade, deal
in and with real and personal property, of every kind, class, and description.
Section 3. To issue promissory notes, bonds, debentures, and other
evidences of indebtedness in the furtherance of any of the stated purposes of
the corporation.
Section 4. To enter into or execute contracts of any kind and character,
sealed or unsealed, with individuals, firms, associations, corporations
(private, public or municipal), political subdivisions of the United States
or with the Government of the United States.
Section 5. To acquire and develop any interest in patents, trademarks and
copyrights connected with the business of the corporation.
Section 6. To borrow money, without limitation, and give a lien on any
of its property as security for any borrowing.
Section 7. To acquire by purchase, exchange or otherwise, all, or any
part of, or any interest in, the properties, assets, business and good will
of any one or more persons, firms, associations, or corporations either
within or out of the State of Nevada heretofore or hereafter engaged in any
business for which a corporation may now or hereafter be organized under the
laws of the State of Nevada; pay for the same in cash, property or the
corporation's own or other securities; hold, operate, reorganize, liquidate,
sell or in any manner dispose of the whole or any part thereof; and in
connection therewith, assume or guaranty performance of any liabilities,
obligations or contracts of such persons, firms, associations or
corporations, and to conduct the whole or any part of any business thus
acquired.
Section 8. To purchase, receive, take, acquire or otherwise acquire, own
and hold, sell, lend, exchange, reissue, transfer or otherwise dispose of,
pledge, use, cancel, and otherwise deal in and with the corporation's shares
and its other securities from time to time to the extent, in the manner and
upon terms determined by the Board of Directors; provided that the
corporation shall not use its funds or property for the purchase of its own
shares of capital stock when its capital is impaired or when the purchase
would cause any impairment of the corporation's capital, except to the extent
permitted by law.
Section 9. To reorganize, as an incorporator, or cause to be organized
under the laws of any State of the United States of America, or of any
commonwealth, territory, agency or instrumentality of the United States of
America, or of any foreign country, a corporation or corporations for the
purpose of conducting and promoting any business or purpose for which
corporations may be organized, and to dissolve, wind up, liquidate, merge or
consolidate any such corporation or corporations or to cause the same to be
dissolved, wound up, liquidated, merged or consolidated.
Section 10. To do each and every thing necessary, suitable or proper for
the accomplishment of any of the purposes or the attainment of any of the
objects herein enumerated, or which shall at any time appear conducive to or
expedient for the protection or benefit of the corporation.
Article IV
Capitalization
Section 1 The authorized capital of this corporation shall consist of
the following stock:
a. Fifty million common shares, par value $.001 per share. Each
common share shall have equal rights as to voting and in the event of
dissolution and liquidation. There shall be no cumulative voting by
shareholders.
b. One thousand shares of Class A Preferred stock, $.001 par value,
with other terms or preferences to be set by the Board of Directors.
c. One thousand shares of Class B Preferred stock, $.001 par value,
with other terms or preferences to be set by the Board of Directors.
d. One thousand shares of Class C Preferred stock, $.001 par value,
with other terms or preferences to be set by the Board of Directors.
Section 2. The shareholders shall have no preemptive rights to acquire
any shares of this corporation.
Section 3. The common and preferred stock of the corporation, after the
amount of the subscription price has been paid in, shall not be subject to
assessment to pay the debts of the corporation.
Article V
Principal Office
The address of the registered office of the corporation is 3340 Topaz
#210 Las Vegas, Nevada 89121 and the registered agent at that address is
Sherry A. McEvoy. The corporation may maintain such other offices, either
within or out of the State of Nevada, as the Board of Directors may from
time to time determine or the business of the corporation may require.
Article VI
Directors
The corporation shall be governed by a Board of Directors. There shall
be one (1) or more directors as to serve, from time to time, as elected by the
Shareholders, or by the Board of Directors in the case of a vacancy. The
original Board of Directors shall be comprised of one (1) person and the
name and address of the person who is to serve as director until the first
annual meeting of shareholders and until successors are elected and shall is:
Nathan W. Drage
3340 Topaz #210
Las Vegas, Nevada 89121
Article VII
Indemnification
As the Board of Directors may from time to time provide in the By-laws or
by resolution, the corporation may indemnify its officers, directors, agents
and other persons to the full extent permitted by the laws of the State of
Nevada.
Article VIII
Incorporator
The name and address of the incorporator is:
Nathan W. Drage
3340 Topaz #210
Las Vegas, Nevada 89121
Dated this 23rd day of December, 1997
/s/ Nathan Drage
Nathan W. Drage
ARTICLES OF MERGER
OF
SBB, INC.
(A Utah Corporation)
INTO
SBB, INC., INC.
(A Nevada Corporation)
The Undersigned, being sole Director of SBB, INC., a Utah
corporation, and the sole officer and director of SBB, INC., INC., a Nevada
corporation, hereby certify as follows:
1. A plan of merger for the purpose of changing domicile has been
adopted and approved by the board of directors of SBB, Inc., a Utah
corporation, and SBB, INC., INC., a Nevada corporation.
2. Shareholders owning 85,000 of the shares of common stock of
SBB, Inc., a Utah corporation, voted in favor of such plan of merger on August
15, 1997. The sole shareholder of SBB, INC., INC., a Nevada corporation, voted
for such plan of merger on December 24, 1997.
3. A Notice and summarization of the Plan of Merger was mailed to
all shareholders of the Utah corporation on or about August 4, 1997.
4. SBB, INC., INC., a Nevada corporation, hereby agrees that it will
promptly pay to the dissenting shareholders, if any, of SBB, Inc., a Utah
corporation, the amount, if any, to which they shall be entitled under the
provisions of the Utah Corporations Statutes with respect to the right of
dissenting shareholders.
Dated this ____ day of January, 1998
SBB, INC., SBB, INC., INC.,
a Utah corporation a Nevada corporation
By:/s/ John P. Stovall By: /s/ John P.Stovall
John P. Stovall John P. Stovall
President/Secretary President/Secretary
PLAN OF MERGER AND REORGANIZATION
This Plan of Merger and Reorganization (hereinafter "the Plan") is
made and entered into the date below, by and between SBB, Inc. of Utah (the
"Company") and a corporation to be formed in Nevada and to be known as SBB,
Inc., Inc. (hereinafter "SBB Nevada").
WHEREAS, the Company desires to change domicile to the State of
Nevada to take advantage of the corporate environment within that state; and
WHEREAS, a change of domicile for a corporation is accomplished
through the formation of, and merger with, a wholly owned subsidiary.
THEREFORE, the Company hereby agrees to reorganize as follows:
1. The Company shall merge into SBB Nevada whereby SBB Nevada
shall be the surviving company wherein all shares of the Company's common
stock shall be exchanged for shares in SBB Nevada on a share-for-share basis.
2. SBB Nevada shall own all assets and assume all liabilities of
the Company.
EFFECTIVE THE 15TH DAY OF AUGUST, 1997. SBB, INC. (UTAH)
By: /s/ John P. Stovall
John P. Stovall
SBB, INC. (NEVADA)
By:/s/ John P. Stovall
John P. Stovall
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
SBB, INC. INC.
Pursuant to the provisions of the Nevada Business Corporations Act,
as amended, the Undersigned corporation adopts the following amendment to the
Articles ofIncorporation, as amended.
1. The following amendment of the Articles of Incorporation was
adopted by unanimous consent of the sole shareholder of the corporation
effective December 24, 1997 to correct a typographical error. Said articles
are hereby amended and shall read as follows:
Article I
Name
The name of the corporation is SBB, Inc.
2. The number of shares of the corporation outstanding at the time
of adoption was 1,000; and the number of shares entitled to consent thereon
was the same.
3. The sole shareholder representing all 1,000 issued and
outstanding shares consented in favor of the amendment.
Effective the 24th day of December, 1997
/s/ Robert Wallace
Robert Wallace, President/Secretary
Exhibit 4.3
SBB., INC.
BY-LAWS
ARTICLE I. --OFFICES
a. Office
The principal office of the corporation within the State of Nevada
shall be located at such location as shall be determined by the board of
directors.
b. Other Offices
The corporation may also have such other offices, either within or
without the State of Nevada, as the Board of Directors may from time to time
determine or the business of the corporation may require.
ARTICLE II. -- STOCKHOLDERS
a. Annual Meeting
An annual meeting of the stockholders, for the selection of
directors to succeed those whose terms expire and for the transaction of such
other business as may properly come before the meeting, shall be held at a
location designated by the Board of Directors on the second Tuesday day in
January, or if such date shall fall on a holiday, the net business day
thereafter.
b. Special Meetings
Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by the Board of
Directors, the President, the chief officer, or their holders of not less than
one-tenth of all the shares entitled to vote at the meeting, and shall be
held at such place, on such date, and at such time as they or he shall fix.
c. Notice of Meetings
Written notice of the place, date and time of all meetings of the
stockholders shall be given, not less than ten (10) nor more than (60) days
before the date on which the meeting is to be held, to each stockholder
entitled to vote at such meeting, except as otherwise provided herein or
required by law (meaning, here and hereinafter, as required from time to
time by the laws of the State of Nevada or the Articles of Incorporation).
When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and time
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than
thirty days after the date for which the meeting was originally noticed, or
if a new record date is fixed for the adjourned meeting, written notice of
the place, date, and time of the adjourned meeting shall be given in
conformity herewith. At any adjourned meeting, any business may be
transacted which might have been transacted at the original meeting.
d. Quorum
At any meeting of the stockholders, the holders of a majority of all
of the shares of the stock entitled to vote at the meeting, present in person,
or by proxy, shall constitute a quorum for all purposes, unless or except to
the extent that the presence of a larger number may be required by law.
If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares of the stock entitled to
vote who are present, in person or by proxy, may adjourn the meeting to
another place, date or time.
If a notice of any adjourned special meeting of stockholders is sent
to all stockholders entitled to vote thereat, stating that it will be held
with those present constituting a quorum, then except as otherwise required by
law, those present at such adjourned meeting shall constitute a quorum, and
all matters shall be determined by a majority of the votes cast at such
meeting.
e. Organization
Such person as the Board of Directors may have designated or, in the
absence of such a person, the highest ranking officer of the corporation who
is present shall call to order any meetings of the stockholders and act as
chairman of the meeting. In the absence of the Secretary of the corporation,
the secretary of the meeting shall be such person as the chairman appoints.
f. Conduct of Business
The chairman of any meeting of stockholders shall determine the
order of business and the procedure at the meeting, including such regulation
of the manner of voting and the conduct of discussion as seen to him in order.
g. Proxies and Voting
At any meeting of the stockholders, every stockholder entitled to
vote may vote in person or by proxy authorized by an instrument in writing
filed in accordance with the procedure established for the meeting.
Each stockholder shall have one vote for every share of stock
entitled to vote which is registered in his name on the record date for the
meeting, except as otherwise provided herein or required by law.
All voting, except on the election of directors and where otherwise
required by law, may be by a voice vote; provided, however, that upon demand
therefor by a stockholder entitled to vote or his proxy, a stock vote shall be
taken. Every stock vote shall be taken by ballots, each of which shall state
the name of the stockholder or proxy voting and such other information as may
be required under the procedure established for the meeting. Every vote taken
by ballots shall be counted by an inspector or inspectors appointed by the
chairman of the meeting.
If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the stockholders, unless the vote of a greater number or
voting by class is required by law, the Articles of Incorporation, or these
By-laws.
h. Stock List
A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and
showing the address of each such stockholder and the number of shares
registered in his name, shall be open to the examination of any such
stockholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten (10) 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 stock list shall also be kept at the place of the meeting during
the whole time thereof and shall be open to the examination of any such
stockholder who is present. This list shall presumptively determine the
identity of the stockholders entitled to vote at the meeting and the number
of shares held by each of them.
i. Participation in Meetings by Conference Telephone
Any action, except the election of directors, which may be taken by
the vote of the stockholders at a meeting, may be taken without a meeting if
authorized by the written consent of stockholders holding at least a
majority of the voting power; provided;
i. That if any greater proportion of voting power is required for such
action at a meeting, then such greater proportion of written consents
shall be required; and
ii. That this general provision shall not supercede any specific
provision for action by written consent required by law.
13. -- BOARD OF DIRECTORS
a. Number and Term of Office
The number of directors who shall constitute the whole board shall
be such number not less than one (1) nor more than seven (7) as the Board of
directors shall at the time have designated. Each director shall be selected
for a term of one year and until his successor is elected and qualified,
except as otherwise provided herein or required by law.
Whenever the authorized number of directors is increased between
annual meetings of the stockholders, a majority of the directors then in office
shall have the power to elect such new directors for the balance of a term
and until their successors are elected and qualified. Any decrease in the
authorized number of directors shall not become effective until the
expiration of the term of the directors then in office unless, at the time of
such decrease, there shall be vacancies on the board which are being
eliminated by the decrease.
b. Vacancies
If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal or other cause, a majority of the
directors remaining in office, although less than a quorum, may elect a
successor for the unexpired term and until his successor is elected and
qualified.
c. Regular Meetings
Regular meetings of the Board of Directors shall be held at such
places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not be required.
d. Special Meetings
Special meetings of the Board of Directors may be called by on-third
of the directors then in office or by the chief executive officer and shall be
held at such place, on such date and at such time as they or he shall fix.
Notice of the place, date and time of each such special meeting shall be
given by each director ry whom it is not waived by mailing written notice
not less than three days before the meeting or by telegraphing the same not
less than eighteen hours before the meeting. Unless otherwise indicated in
the notice thereof, any and all business may be transacted at a special meeting.
e. Quorum
At any meeting of the Board of Directors, a majority of the total
number of the whole board shall constitute a quorum for all purposes. If a
quorum shall fail to attend any meeting, a majority of those present may
adjourn the meeting to another place, date or time, without further notice or
waiver thereof.
f. Participation in Meetings by Conference Telephone
Members of the Board of Directors or of any committee thereof, may
participate in a meeting of such board or committee by means of conference
telephone or similar communications equipment that enables all persons
participating in the meeting to hear each other. Such participation shall
constitute presence in person at such meeting.
g. Conduct of Business
At any meeting of the Board of Directors, business shall be
transacted in such order and manner as the board may from time to time
determine, and all matters shall be determined by the vote of a majority of
the directors present, except as otherwise provided herein or required by
law. Action may be taken by the Board of Directors without a meeting if all
members thereof consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board of Directors.
h. Powers
The Board of Directors may, except as otherwise required by law,
exercise all such powers and do all such acts and things as may be exercised
or done by the corporation, including, without limiting the generality of
the foregoing, the unqualified power:
i. To declare dividends from time to time in accordance with law;
ii. To purchase or otherwise acquire any property, rights or privileges
on such terms as it shall determine;
iii. To authorize the creation, making and issuance, in such form as it may
determine, of written obligations of every kind, negotiable or non-
negotiable, secured or unsecured, and to do all things necessary in
connection therewith;
iv. To remove any officer of the corporation with or without cause, and
from time to time to devolve the powers and duties of any officer
upon any other person for the time being;
v. To confer upon any officer of the corporation the power to appoint,
remove and suspend subordinate officers and agents;
vi. To adopt from time to time such stock option, stock purchase, bonus or
other compensation plans for directors, officers and agents of the
corporation and its subsidiaries as it may determine; and
vii. To adopt from time to time such insurance, retirement and other
benefit plans for directors, officers and agents of the corporation
and its subsidiaries as it may determine; and
viii. To adopt from time to time regulations, not inconsistent with
these By-laws, for the management of the corporation's business
and affairs.
i. Compensation of Directors
Directors, as such, may receive, pursuant to resolution of the Board
of Directors, fixed fees and other compensation for their services as
directors, including, without limitation, their services as members of
committees of the directors.
j. Interested Directors
No contract or other transaction between the corporation and one or
more of its directors or officers, or between the corporation and any
corporation, firm or association in which one or more of its directors or
officers are directors or officers or are financially interested, is either
void or voidable solely for this reason or solely because any such director
or officer is present at the meeting of the board of directors or a
committee thereof which authorizes or approves the contract or transaction,
or because the vote or votes of common or interested directors are counted
for such purpose, if the circumstances specified in any of the following
paragraphs exist:
i. The fact of the common directorship or financial interest is
disclosed or known to the board of directors or committee and noted
in the minutes, and the board or committee authorizes, approves
or ratifies the contract or transaction in good faith by a vote
sufficient for the purpose without counting the vote or votes of
such director or directors.
ii. The fact of the common directorship or financial interest is
disclosed or known to the stockholders, and they approve or ratify
the contract or transaction in good faith by a majority vote or
written consent of stockholders holding a majority of the shares
entitled to vote; the vote of the common or interested directors or
officers shall be counted in any such vote of stockholders.
iii. The contract or transaction is fair as to the corporation at the
time it is authorized or approved.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or a committee
thereof which authorizes, approves or ratifies a contract or transaction,
and if the votes of the common or interested are not counted at such
meeting, then a majority of the disinterested directors may authorize,
approve or ratify a contract or transaction.
k. Loans
The corporation shall not lend money to or use its credit to assist
its officers, directors or other control persons without authorization in
the particular case by the stockholders, but may lend money to and use its
credit to assist any employee, excluding such officers, directors or other
control persons of the corporation or of a subsidiary, if such loan or
assistance benefits the corporation.
ARTICLE IV. -- COMMITTEES
a. Committees of the Board of Directors
The Board of Directors, by vote of a majority of the whole board,
may from time to time designate committees of the board, with such lawfully
delegable powers and duties as it thereby confers, to serve at the pleasure of
the board and shall, for those committees and any other provided for
herein, elect a director or directors to serve as the member or members,
designating, if it desires, other directors as alternative members who may
replace any absent or disqualified member at any meeting of the committee.
Any committee so designated may exercise the power and authority of the Board of
Directors to declare a dividend to or authorize the issuance of stock if the
resolution which designates the committee or a supplemental resolution of the
Board of Directors shall so provide. In the absence or disqualification of
any member of any committee and any alternate member in his place, the
member or members of the committee present at the meeting and not
disqualified from voting, whether or not he or they constitute a
quorum, may be unanimous vote appoint another member of the Board of Directors
to act at the meeting in the place of the absent or disqualified member.
b. Conduct of Business
Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all meetings; a majority of the members shall
constitute a quorum unless the committee shall consist of one or two members,
in which event one member shall constitute a quorum; and all matters shall be
determined by a majority vote of the members present. Action may be taken by
any committee without a meeting if all members thereof consent thereto in
writing, and the writing or writings are filed with the minutes of the
proceedings of such committee.
ARTICLE V. -- OFFICERS
a. Generally
The officers of the corporation shall consist of a president, one or
more vice-presidents, a secretary, a treasurer and such other subordinate
officers as may from time to time be appointed by the Board of Directors.
Officers shall be elected by the Board of Directors, which shall consider
that subject at its first meeting after every annual meeting of stockholders.
Each officer shall hold his office until his successor is elected and
qualified or until his earlier resignation or removal. Any number of
offices may be held by the same person, except that the offices of president
and secretary shall not be held by the same person.
b. President
The president shall be the chief executive officer of the
corporation. Subject to the provisions of these By-laws and to the direction
of the Board of Directors, he shall have the responsibility for the general
management and control of the affairs and business of the corporation and
shall perform all duties and have all powers which are commonly incident to
the office of chief executive or which are delegated to him by the Board of
Directors. He shall have power to sign all stock certificates, contracts and
other instruments of the corporation which are authorized. He shall have
general supervision and direction of all of the other officers and agents of
the corporation.
c. Vice-President
Each vice-president shall perform such duties as the Board of
Directors shall prescribe. In the absence or disability of the President, the
vice-president who has served in such capacity for the longest time shall
perform the duties and exercise the powers of the president.
d. Treasurer
The treasurer shall have the custody of the monies and securities of
the corporation and shall keep regular books of account. He shall make such
disbursements of the funds of the corporation as are proper and shall render
from time to time an account of all such transactions and of the financial
condition of the corporation.
e. Secretary
The secretary shall issue all authorized notices from, and shall
keep minutes of, all meetings of the stockholders and the Board of Directors.
He shall have charge of the corporate books.
f. Delegation of Authority
The Board of Directors may, from time to time, delegate the powers or
duties of any officer to any other officers or agents, notwithstanding any
provision hereof.
g. Removal
Any officer of the corporation may be removed at any time, with or
without cause, by the Board of Directors.
h. Action with Respect to Securities of Other Corporation
Unless otherwise directed by the Board of Directors, the president
shall have power to vote and otherwise act on behalf of the corporation, in
person or by proxy, at any meeting of stockholders of or with respect to any
action of stockholders of any other corporation in which this corporation may
hold securities and otherwise to exercise any and all rights and powers
which this corporation may possess by reason of its ownership of securities in
such other corporation.
ARTICLE VI. -- INDEMNIFICATION OF DIRECTORS,
OFFICERS AND OTHERS
a. Generally
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 proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of 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
attorney's fees), judgements, fines and amount paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or items equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was lawful.
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
judgement 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 attorney's fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only
to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses which such court shall deem proper.
b. Expenses
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 Section 6.1 of this Article, or in
defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorney's fees) actually and reasonably
incurred by him in connection therewith. Expenses incurred in defending a
civil or criminal action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding as
authorized in the manner provided in Section 6.3 of this Article upon
receipt of an undertaking by or on behalf of the director, officer, employee
or agent to repay such amount unless it shall ultimately be determined that he
is entitled to be indemnified by the corporation as authorized in this Article.
c. Determination by Board of Directors
Any indemnification under Section 6.1 of this Article (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in Section 6.1 of this Article.
Such determination shall be made by the Board of Directors by a majority
vote of a quorum of the disinterested directors, by the shareholder, or by
independent legal counsel in a written opinion.
d. Not Exclusive of Other Rights
The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any by-law, agreement, vote of shareholders or interested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure
to the benefit of the heirs, executors and administrators of such a person.
e. Insurance
The corporation shall have power to 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 any such capacity or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this Article.
The corporation's indemnity 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, shall be
reduced by any amounts such person may collect as indemnification (i) under
any policy of insurance purchased and maintained on his behalf by the
corporation or (ii) from such other corporation, partnership, joint venture,
trust or other enterprise.
f. Violation of Law
Nothing contained in this Article, or elsewhere in these By-laws,
shall operate to indemnify any director or officer if such indemnification is
for any reason contrary to law, either as a matter of public policy, or under
the provisions of the Federal Securities Act of 1933, the Securities Exchange
Act of 1934, or any other applicable state or federal law.
g. Coverage
For the purposes of this Article, references to "the corporation"
include all constituent corporations absorbed in a consolidation or merger as
well as the resulting or surviving corporation so that any person who is or
was a director, officer, employee or agent of such constituent corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise shall stand in the same position
under the provisions of this Article with respect to the resulting or
surviving corporation as he would if he had served the resulting or surviving
corporation in the same capacity.
ARTICLE VII. -- STOCK
a. Certificates of Stock
Each stockholder shall be entitled to a certificate signed by, or in
the name of the corporation by, the President or a Vice-president, and by the
Secretary or an Assistant Secretary, or the Treasurer or an Assistant
Treasurer, certifying the number of shares owned by him. Any of or all the
signatures on the certificate may be facsimile.
b. Transfers of Stock
Transfers of stock shall be made only upon the transfer books of the
corporation kept at an office of the corporation or by transfer agents
designated to transfer shares of the stock of the corporation. Except where a
certificate is issued in accordance with Section 7.4 of Article VII of these
By-laws, an outstanding certificate for the number of shares involved shall
be surrendered for cancellation before a new certificate is issued therefor.
c. Record Date
The Board of Directors may fix a record date, which shall not be
more than sixty (60) nor less than ten (10) days before the date of any meeting
of stockholders, nor more than sixty (60) days prior to the time for the
other action hereinafter described, as of which there shall be determined
the stockholders who are entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof; to express consent to corporate
action in writing without a meeting; to receive payment of any dividend or
other distribution or allotment of any rights; or to exercise any rights with
respect of any change, conversion or exchange of stock or with respect to
any other lawful action.
d. Lost, Stolen or Destroyed Certificates
In the event of the loss, theft or destruction of any certificate of
stock, another may be issued in its place pursuant to such regulations as the
Board of Directors may establish concerning proof of such loss, theft or
destruction and concerning the giving of a satisfactory bond or bonds of
indemnity.
e. Regulations
The issue, transfer, conversion and registration of certificates of
stock shall be governed by such other regulations as the Board of Directors
may establish.
ARTICLE VIII. -- NOTICES
a. Notices
Whenever notice is required to be given to any stockholder, director,
officer, or agent, such requirement shall not be construed to mean personal
notice. Such notice may in every instance be effectively given by
depositing a writing in a post office or letter box, in a postpaid, scaled
wrapper, or by dispatching a prepaid telegram, addressed to such stockholder,
director, officer, or agent at his or her address as the same appears on the
books of the corporation. The time when such notice is dispatched shall be
the time of the giving of the notice.
b. Waivers
A written waiver of any notice, signed by a stockholder, director,
officer or agent, whether before or after the time of the event for which
notice is given, shall be deemed equivalent to the notice required to be
given to such stockholder, director, officer or agent. Neither the business
nor the purpose of any meeting need be specified in such a waiver.
ARTICLE IX. -- MISCELLANEOUS
a. Facsimile Signatures
In addition to the provisions for the use of the facsimile signatures
elsewhere specifically authorized in these By-laws, facsimile signatures of
any officer or officers of the corporation may be used whenever and as
authorized by the Board of Directors of a committee thereof.
b. Corporate Seal
The Board of Directors may provide a suitable seal, containing the
name of the corporation, which seal shall be in the charge of the secretary.
If and when so directed by the Board of Directors or a committee thereof,
duplicates of the seal may be kept and used by the treasurer or by the
assistant secretary or assistant treasurer.
c. Reliance Upon Books, Reports and Records
Each director, each member of any committee designated by the Board of
Directors, and each officer of the corporation shall, in the performance of
his duties, be fully protected in relying in good faith upon the books of
account or other records of the corporation, including reports made to the
corporation by any of its officers, by an independent certified public
accountant, or by an appraiser selected with reasonable care.
d. Fiscal Year
The fiscal year of the corporation shall be as fixed by the Board of
Directors.
e. Time Periods
In applying any of these By-laws which require that an act be done
or not done a specified number of days prior to an event or that an act be done
during a period of a specified number of days prior to an event, calendar days
shall be used, the day of the doing of the act shall be excluded and the day
of the event shall be included.
ARTICLE X. -- AMENDMENTS
a. Amendments
These By-laws may be amended or repealed by the Board of Directors at
any meeting or by the stockholders at any meeting.
CERTIFICATE OF SECRETARY
KNOW ALL MEN BY THESE PRESENTS
That the undersigned does hereby certify that the undersigned is the
secretary of SBB, Inc., a corporation duly organized and existing under and
by virtue of the laws of the State of Nevada; that the above and foregoing
By-laws of said corporation were duly and regularly adopted as such by the
Board of Directors of said corporation by unanimous consent dated May 11,
1998; and that the above and foregoing By-laws are now in full force and
effect.
Dated this 11th day of May 1998.
Nathan Drage
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333-_______) pertaining to the SBB Stock Bonus
Agreement, of our report dated March 10, 1998 with respect to the
consolidated financial statements of SBB, Inc. included in the Annual Report
on Form 10-KSB for the year ended December 31, 1997.
Crouch, Bierwolf & Chisholm
Salt Lake City, Utah
July 28, 1998
Exhibit 5
July 28, 1998
[S] [C]
SBB, Inc.
4505 South Wasatch Blvd., #330
Salt Lake City, Utah 84124
Re: Registration Statement on Form S-8
Dear Sirs:
You have requested the opinion of this firm with respect to certain
matters in connection with the Registration Statement on Form S-8 proposed to
be filed by you under the Securities Act of 1993, as amended (the "Securities
Act"), for the purpose of registering the offer and sale of 453,323 authorized
but unissued shares (the "Shares") of Common Stock, $0.001 par value (the
"Common Stock"), of SBB, Inc. (the "Company") issuable pursuant to that
certain SSBI Stock Bonus Agreement, to be entered into between the Company
and Robert Beaton (the "Agreement").
For the purpose of rendering the opinions contained in this opinion
letter, we have examined copies of:
(a) The form of the Agreement;
(b) Resolutions of the Board of Directors of the Company
authorizing inter alia, the issuance of the Shares;
(c) Such other corporate records and other instruments as we
have deemed necessary or appropriate.
In the course of our examinations and investigations, we have assumed
the genuineness of all signatures on the original documents, and the due
execution and delivery of all documents requiring due execution and delivery
for the effectiveness thereof.
Based upon and subject to the foregoing, and in reliance thereon,
and subject to the assumptions set forth herein, it is our opinion that the
issuance of the Shares will be duly authorized and when issued and delivered
in accordance with the terms of the Agreement, the Shares will be legally
issued, fully paid and nonassessable.
We consent to the filing of this opinion with the Registration
Statement. In giving our consent, we do not hereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules or regulations thereunder.
This opinion letter is given as of the date hereof and we assume no
obligation to advise you of any change that may hereafter be brought to our
attention.
Very truly yours,
MITCHELL, SILBERBERG & KNUPP LLP
