FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Larson Davis Incorporated
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(Exact Name of Registrant as Specified in its Charter)
Nevada 87-0429944
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1681 West 820 North
Provo, Utah 84601
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(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.001
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO REGISTERED
General
Larson Davis Incorporated (the "Company"), is authorized to issue
290,000,000 shares of Common Stock, $0.001 par value, and 10,000,000 shares of
preferred stock, $0.001 par value. The Company's Common Stock is currently
listed on the Nasdaq National Market.
Common Stock
As of February 25, 1997, the Company had 11,107,221 shares of Common Stock
issued and outstanding. The holders of Common Stock are entitled to one vote
per share on each matter submitted to a vote at any meeting of stockholders.
Holders of Common Stock do not have cumulative voting rights and, therefore, a
majority of the shares represented, in person or by proxy, at a meeting of
stockholders at which a quorum is present are able to elect any member of the
Board of Directors then standing for election, and if they do so, minority
stockholders would not be able to elect any members to the Board of Directors.
The Company's bylaws provide that one-third of the issued and outstanding shares
of the Company constitutes a quorum for stockholders' meetings, except to the
extent that a greater percentage quorum is required by statute.
Holders of the Common Stock have no preemptive rights to acquire additional
shares of Common Stock or other securities. The Common Stock is not subject to
redemption and carries no subscription or conversion rights. In the event of
liquidation of the Company, the shares of Common Stock are entitled to share
equally in corporate assets after satisfaction of all liabilities and the
payment of any liquidation preferences.
The Common Stock is subject to any voting, dividend, or liquidation
preferences that may be established by the board of directors of the Company in
designating a class of preferred stock. The Company currently has 200,000
shares designated as its 1995 Series Preferred Stock (the "1995 Preferred
Stock"), all of which are issued and outstanding. The 1995 Preferred Stock
carries a liquidation preference of $2.50 per share that must be paid prior to
any amounts paid to holders of Common Stock. In addition, the 1995 Preferred
Stock has an annual cumulative dividend preference of $0.225 per share. The
shares of 1995 Preferred Stock are convertible into shares of Common Stock, at
the election of the holder. The number of shares into which each share of the
1995 Preferred Stock may be converted is calculated by dividing $3.00 by the
average closing bid price for the Common Stock for the 20 trading days preceding
conversion. Subject to certain conditions which have been met, the Company can
redeem the 1995 Preferred Stock for $2.50 per share or can require the
conversion to Common Stock, either on 30 days written notice to the holder of
the 1995 Preferred Stock. The shares of 1995 Preferred Stock are entitled to
one vote per share for each matter submitted to the stockholders and are voted
as a single class with the Common Stock, except as otherwise required by
statute. Holders of the 1995 Preferred Stock have no pre-emptive rights to
acquire additional shares of Preferred or Common Stock.
Holders of Common Stock are entitled to receive such dividends as the Board
of Directors may from time to time declare out of funds legally available for
the payment of dividends. The Company has not paid dividends with respect to
its Common Stock. The terms of the 1995 Preferred Stock prohibit the payment of
dividends on the Common Stock if the annual dividend of $0.225 per share of 1995
Preferred Stock is in arrears. Other than the foregoing, there are no
restrictions on the declaration or payment of dividends set forth in the
articles of incorporation of the Company or any other agreement with its
shareholders. While the required dividends with respect to the 1995 Preferred
Stock have been paid by the Company, management anticipates retaining any
potential earnings for working capital and investment in growth and expansion of
the business of the Company and does not anticipate paying dividends on the
Common Stock in the foreseeable future.
Selected Provisions of the Articles of Incorporation
Under the Company's Articles of Incorporation, the Company's Board of
Directors is authorized, without shareholder action, to issue preferred stock in
one or more series and to fix the number of shares and rights, preferences and
limitations of each series. Among the specific matters that may be determined
by the Board of Directors are the dividend rate, the redemption price and terms
of a sinking fund, if any, conversion rights, if any, the amount payable in the
event of any voluntary or involuntary liquidation or dissolution of the Company,
and voting rights, if any. As described above, the Board of Directors has
designated 200,000 shares as 1995 Preferred Stock, all of which are issued and
outstanding as of February 25, 1997.
The Company's Articles of Incorporation also contain certain provisions
that classify the board of directors into three classes, with each class serving
staggered three-year terms, and that provide that any vacancy on the board of
directors may be filled only by the majority vote of the remaining directors
then in office, even if such directors constitute less than a quorum. The
provisions with respect to a classified board can only be amended or repealed by
the affirmative vote of more than 70% of the outstanding Common Stock.
ITEM 2. EXHIBITS
The following exhibits are filed as part of this Registration Statement on
Form 8-A.
<TABLE>
<CAPTION>
Exhibit
No. Title of Document
<S> <C>
1 Articles of Incorporation of Larson Davis Incorporated, as amended
2 Bylaws of Larson Davis Incorporated
</TABLE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: February 26, 1997 LARSON DAVIS INCORPORATED
By /s/ Dan J. Johnson
------------------------------
Dan J. Johnson, Vice-President
ARTICLES OF INCORPORATION
OF
CRITERION VENTURES, INC.
I, the undersigned, being a natural person more than eighteen (18) years of
age, acting as incorporator of the above-named corporation (hereinafter referred
to as the "Corporation") under the provisions of the Nevada Business Corporation
Act, do hereby adopt the following Articles of Incorporation for such
Corporation:
ARTICLE
NAME
The name of the Corporation hereby created shall be:
Criterion Ventures, Inc.
ARTICLE II
DURATION
The Corporation shall continue in existence perpetually unless sooner
dissolved according to law.
ARTICLE III
PURPOSE
The purpose for which the Corporation is organized are:
(a) To acquire by purchase or otherwise, own, hold, lease, rent,
mortgage or otherwise, to trade with and deal in real estate, lands and
interests in lands and all other property of every kind and nature;
(b) To manufacture, use, work, sell and deal in chemicals,
biologicals, pharmaceuticals, electronics and products of all types owned
or hereafter owned by it for manufacturing, using and vending any device or
devices, machine or machines or manufacturing, working or producing any or
all products;
(c) To borrow money and to execute notes and obligations and security
contracts therefor, to lend any of the monies or funds of the Corporation
and to take evidence of indebtedness thereof; and to negotiate loans; to
carry on a general merchantile and merchandise business and to purchase,
sell and deal in such goods, supplies and merchandise of every kind and
nature;
(d) To guarantee the payment of dividends or interest on any other
contract or obligation of any corporation whenever proper or necessary for
the business of the Corporation in the judgment of its directors;
(e) To do all and everything necessary, suitable, convenient, or
proper for the accomplishment of any of the purposes or the attainment of
any one or more of the objects herein enumerated or incidental to the
powers therein named or which shall at any time appear conclusive or
expedient for the protection or benefit or the Corporation, with all the
powers hereafter conferred by the laws under which this Corporation is
organized; and
(f) To engage in any and all other lawful purposes, activities and
pursuits, whether similar or dissimilar to the foregoing, and the
Corporation shall have all the powers allowed or permitted by the laws of
the state of Nevada.
ARTICLE IV
CAPITAL STOCK
The total number of shares of all classes of stock which the Corporation
shall have authority to issue is 300,000,000 shares, consisting of 10,000,000
shares of preferred stock, par value $0.001 per share (hereinafter the
"Preferred Stock"), and 290,000,000 shares of common stock, par value $0.001 per
share (hereinafter the "Common Stock"). The Common Stock shall be non-
assessable and shall not have cumulative voting rights.
(a) Preferred Stock. Shares of Preferred Stock may be issued from
time to time in one or more series as may from time to time be determined
by the Board of Directors. Each series shall be distinctly designated.
All shares of any one series of the Preferred Stock shall be alike in every
particular, except that there may be different dates from which dividends
thereon, if any, shall be cumulative, if made cumulative. The powers,
preferences and relative, participating, optional and other rights of each
such series, and the qualifications, limitations or restrictions thereof,
if any, may differ from those of any and all other series at any time
outstanding. Except as hereinafter provided, the Board of Directors of
this corporation is hereby expressly granted authority to fix, by
resolution or resolutions adopted prior to the issuance of any shares of
each particular series of Preferred Stock, the designation, powers,
preferences and relative, participating, optional and other rights, and the
qualifications, limitations and restrictions thereof, if any, of such
series, including but without limiting the generality of the foregoing, the
following:
(i) the distinctive designation of, and the number of shares of
Preferred Stock which shall constitute the series, which number may be
increased (except as otherwise fixed by the Board of Directors) or
decreased (but not below the number of shares thereof then
outstanding) from time to time by action of the Board of Directors;
(ii) the rate and times at which, and the terms and conditions
upon which, dividends, if any, on shares of the series shall be paid,
the extent of preferences or relations, if any, of such dividends to
the dividends payable on any other class or classes of stock of this
corporation, or on any series of Preferred Stock or of any other class
or classes of stock of this corporation, and whether such dividends
shall be cumulative or non-cumulative.
(iii) the right, if any, of the holders of shares of the
series to convert the same into, or exchange the same for, shares of
any other class or classes of stock of this corporation, or of any
series of Preferred Stock or of any other class or classes of stock of
this corporation, and the terms and conditions of such conversion or
exchange;
(iv) whether shares of the series shall be subject to redemption,
and the redemption price or prices including, without limitation, a
redemption price or prices payable in shares of the Common Stock and
the time or times at which, and the terms and conditions upon which,
shares of the series may be redeemed;
(v) the rights, if any, of the holders of shares of the series
upon voluntary or involuntary liquidation, merger, consolidation,
distribution or sale of assets, dissolution or winding-up of this
corporation;
(vi) the terms of the sinking fund or redemption or purchase
account, if any, to be provided for shares of the series; and
(vii) the voting power, if any, of the holders of shares of
the series which may, without limiting the generality of the
foregoing, include the right to more or less than one vote per share
of any or all matters voted upon by the shareholders and the right to
vote, as a series by itself or together with other series of Preferred
Stock as a class, upon such matters, under such circumstances and upon
such conditions as the Board of Directors may fix, including, without
limitation, the right, voting as a series by itself or together with
other series of Preferred Stock or together with all series of
Preferred Stock as a class, to elect one or more directors of this
corporation in the event there shall have been a default in the
payment of dividends on any one or more series of Preferred Stock or
under such other circumstances and upon such condition as the Board
may determine.
(b) Common Stock.
(i) after the requirements with respect to preferential
dividends on Preferred Stock (fixed in accordance with the provisions
of subparagraph (a)(ii) of this Article, if any, shall have been met
and after this corporation shall have complied with all the
requirements, if any, with respect to the setting aside of sums as
sinking funds or redemption or purchase accounts as sinking funds or
redemption or purchase accounts (fixed in accordance with the
provisions of subparagraph (a)(ii) of this Article) and subject
further to any other conditions which may be fixed in accordance with
the provisions of paragraph (a) of this Article, then, but not
otherwise, the holders of Common Stock shall be entitled to receive
such dividends, if any, as may be declared from time to time by the
board of directors;
(ii) after distribution in full of the preferential amount (fixed
in accordance with the provisions of paragraph (a) of this Article),
if any, to be distributed to the holders of Preferred Stock in the
event of voluntary or involuntary liquidation, distribution or sale of
assets, dissolution or winding-up of the corporation, the holders of
the Common Stock shall be entitled to receive all the remaining assets
of this Corporation, tangible and intangible, of whatever kind
available for distribution to stockholders, ratably in proportion to
the number of shares of the Common Stock held by each; and
(iii) no holder of any of the shares of any class or series
of stock or of options, warrants or other rights to purchase shares of
any class or series of stock or of other securities of the Corporation
shall have any pre-emptive right to purchase or subscribe for any
unissued stock of any class or series or any additional shares of any
class or series to be issued by reason of any increase of the
authorized capital stock of the Corporation of any class or series, or
bonds, certificate of indebtedness, debentures or other securities
convertible into or exchangeable for stock of the Corporation or any
class or series, or carrying any right to purchase stock of any class
or series, but any such unissued stock, additional authorized issue of
shares of any class or series of stock or securities convertible into
or exchangeable for stock, or carrying any right to purchase stock,
may be issued and disposed of pursuant to resolution of the board of
directors to such persons, firms, corporation or association, whether
such holders or others, and upon such terms as may be deemed advisable
by the board of directors in the exercise of its sole discretion.
ARTICLE V
DENIAL OF PRE-EMPTIVE RIGHTS
No holder of any shares of the Corporation, whether now or hereafter
authorized, shall have any pre-emptive or preferential rights to acquire shares
or securities of the Corporation.
ARTICLE VI
PAID IN CAPITAL
The Corporation will not commence business until the consideration of the
value of at least $1,000.00 has been received by it as consideration for the
issuance of the shares.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall indemnify any and all persons who may serve or who
have served at any time as directors of the Corporation, may serve or any time
have served as directors or officers of another corporation in which the
Corporation at such time owned or may own shares of stock or of which it was or
may be a creditor, and their respective heirs, administrators, successors and
assigns, against any and all expenses, including amounts paid upon judgments,
counsel fees and amounts paid in settlement (before or after suit is commenced),
actually and necessarily by such persons in connection with the defense or
settlement of any claim, action, suit or proceeding in which they, or any of
them, are made parties, or a party, or which may be asserted against them or any
of them, by reason of being or having been directors or officers of the
Corporation, or of such other corporation, except in relation to matters as to
which nay such director or officer of the Corporation, or of such other
corporation or former director or officer or person shall be adjudged in any
action, suit or proceeding to be liable for his own negligence or misconduct in
the performance of his duty. Such indemnification shall be in addition to any
other rights to which those indemnified may be entitled under any law, by law,
agreement, vote of shareholder or otherwise.
ARTICLE VIII
OFFICERS' AND DIRECTORS' CONTRACTS
No contract or other transaction between this Corporation and any other
firm or corporation shall be affected by the fact that a director or officer of
this Corporation has an interest in, or is a director or officer of this
Corporation or any other corporation. Any officer or director, individually or
with others, may be a party to, or may have an interest in, any transaction of
this Corporation or any transaction in which this Corporation is a party or has
an interest. Each person who is now or may become an officer or director of
this Corporation is hereby relieved from liability that he might otherwise
obtain in the event such officer or director contracts with this Corporation for
the benefit of himself or any firm or other corporation in which he may have an
interest, provided such officer or director acts in good faith.
ARTICLE IX
ADOPTION AND AMENDMENT OF BY-LAWS
The initial By-Laws of the Corporation shall be adopted by its board of
directors. The power to alter or amend or repeal the By-Laws or adopt new By-
Laws shall be vested in the board of directors, but the holders of common stock
of the Corporation may also alter, amend, or repeal the By-Laws or adopt new By-
Laws. The By-Laws may contain any provisions for the regulation and management
of the affairs of the Corporation not inconsistent with law or these Articles of
Incorporation.
ARTICLE X
REGISTERED OFFICE AND AGENT
The address of the initial registered office of the Corporation and its
initial registered agent at such address is:
The Corporation Trust Company of Nevada
One East First Street
Reno, Nevada 89501
ARTICLE XI
DIRECTORS
The Corporation shall not have fewer directors than the number of
shareholders who own an equity interest in the Corporation. At such time as the
Corporation has three (3) or more shareholders, it shall not have less than
three (3) nor more than nine (9) directors. The permissible number of directors
may be increased or decreased from time to time by the board of directors in
accordance with Section 78.330 of the Nevada Revised Statutes or any amendment
or successor statute. The original board of directors shall be comprised of one
(1) person. The name and address of the person who is to serve as director
until the first annual meeting of shareholders and until his successor is duly
elected and shall qualify is:
Scott Sharp
5744 Emigration Canyon
Salt Lake City, Utah 84108
ARTICLE XII
INCORPORATOR
The name and address of the incorporator is:
Scott Sharp
5744 Emigration Canyon
Salt Lake City, Utah 84108
Dated this 17th day of January, 1986.
/s/ Scott Sharp
Scott Sharp
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
I, Lark Jackson, a notary public, hereby certify that on the 17th day of
January, 1986, personally appeared before me Scott Sharp, being by me first duly
sworn, who acknowledged to me that he is the person who signed the foregoing
document as the incorporator and that the statements contained herein are true.
/s/ Lark Jackson
Notary Public
Residing in Bountiful, Utah
My Commission Expires:
August 13, 1989
CERTIFICATE OF AMENDMENT TO
THE ARTICLES OF INCORPORATION OF
CRITERION VENTURES, INC.
(CHANGED HEREIN TO LARSON DAVIS INCORPORATED)
The following Certificate of Amendment to the articles of incorporation of
the above-named corporation is adopted pursuant to the provisions of NRS 78.385
and 78.390. We, the undersigned as president and secretary of Criterion
Ventures, Inc. (changed herein to Larson Davis Incorporated) (the "Company"), do
hereby certify:
That the board of directors of the Company duly adopted on
October 12, 1987, in accordance with the provisions of NRS 78.315, a
resolution to amend the articles of incorporation as follows:
ARTICLE I shall be amended to read as follows:
ARTICLE I
NAME OF CORPORATION
The name of the Corporation shall be:
Larson Davis Incorporated
In addition to the foregoing, the board of directors adopted a resolution
to consolidate the issued and outstanding shares of common stock of the Company
on the basis of 25 shares to 1, so that shareholders of the Company will receive
1 share of common stock for each 25 shares now held. Neither the par value of
the common stock nor the number of authorized shares of common stock was changed
in connection with the consolidation.
On the authorization and recommendation of the board of directors, both of
the foregoing resolutions were submitted to a vote at a special meeting of the
shareholders of the Company duly noticed and held October 30, 1987. The number
of shares of the common stock of the Company outstanding on the record date and
entitled to vote on the foregoing resolutions was 81,666,664; the resolutions,
including the amendment to the articles of incorporation of the Company set
forth above, were approved in accordance with NRS 78.325 by the affirmative vote
of 55,134,660 shares of common stock with no shares voting against or
abstaining. No other class of stock of the Company is outstanding or entitled
to vote thereon.
DATED this 30th day of October, 1987.
CRITERION VENTURES INC.
By /s/ Brian G. Larson
Brian G. Larson, President
By /s/ Dan J. Johnson
an J. Johnson, Secretary
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
On this 30th day of October, 1987, before me, a notary public, personally
appeared Brian G. Larson and Dan J. Johnson, being by me first duly sworn, who
acknowledged to me that they are the persons who executed the foregoing
Certificate of Amendment to the Articles of Incorporation of Criterion Ventures,
Inc., and to the best of their knowledge, information, and belief, the
statements made in the Certificate of Amendment are true.
/s/
Notary Public
Residing in Salt Lake County, Utah
My Commission Expires:
February 6, 1989
CERTIFICATE OF AMENDMENT TO
THE ARTICLES OF INCORPORATION OF
LARSON DAVIS INCORPORATED
Pursuant to the applicable provisions of the Corporation Laws of the state
of Nevada, Larson Davis Incorporated, a Nevada corporation (the "Corporation"),
amends its articles of incorporation as set forth herein.
1. Article XI of the Articles of Incorporation shall be amended to read
in its entirety as follows:
ARTICLE XI
DIRECTORS
The governing board of the Corporation shall be known as the
board of directors, and the number of directors comprising the board
of directors shall be fixed from time to time by the bylaws or the
board of directors of the Corporation; provided, that the number of
directors shall not be less than three nor more than nine. The
directors, other than those who may be elected by the holders of any
class or series of Preferred Stock, shall be divided into three
classes, as nearly equal as possible, with the term of office of the
first class to expire at the 1989 annual meeting of shareholders, the
term of office of the second class to expire at the 1990 annual
meeting of shareholders, and the term of office of the third class to
expire at the 1991 annual meeting of shareholders. At each annual
meeting of shareholders following the 1988 annual meeting, directors
elected to succeed those directors whose terms have expired, shall be
elected for a term of office to expire at the third annual meeting of
shareholders succeeding their election, with each director to hold
office until his or her successor shall have been duly elected and
qualified.
Subject to the rights of the holders of any class or series of
Preferred Stock then outstanding, vacancies in the board created by an
increase in the authorized number of directors or by the death,
resignation, retirement, disqualification, or removal of an existing
director may only be filled by a majority vote of the directors then
in office, though less than a quorum, and directors so chosen shall
hold office for a term expiring at the annual meeting of shareholders
at which the term of the class of directors to which they have been
elected expires, and until a successor is duly elected and qualified.
No decrease in the authorized number of directors shall shorten the
term of any incumbent director.
The provisions of this Article XI relating to the classification
of the directors may not be rescinded, amended, or modified without
the affirmative vote of holders of in excess of 70% of the outstanding
Common Stock of the Corporation.
A new Article XIII shall be added to the Articles of Incorporation to read
in its entirety as follows:
ARTICLE XIII
LIMITATION ON LIABILITY
A director or officer of the Corporation shall have no personal
liability to the Corporation or its stockholders for damages for
breach of fiduciary duty as a director or officer, except for damages
resulting from (a) acts or omissions which involve intentional
misconduct, fraud, or a knowing violation of law, or (b) the payment
of dividends in violation of the provisions of section 78.300 of the
Nevada Revised Statutes, as it may be amended from time to time, or
any successor statute thereto.
2. Except as specifically provided herein, the provisions of the Articles
of Incorporation of LarsonoDavis Incorporated shall remain unamended and shall
continue in full force and effect.
3. By execution of this Amendment to the Articles of Incorporation, the
president and secretary of the Corporation do hereby certify that the foregoing
Amendment to the Articles of Incorporation was duly adopted, authorized, and
consented to in accordance with the provisions of section 78.390 of the Nevada
Revised Statutes by the affirmative vote of the holders of 2,549,470 shares of
common stock at a duly noticed and held annual meeting of the shareholders on
November 7, 1988. No shares abstained or voted against the foregoing amendment.
The shares voted in favor represent approximately 63% of the total 4,068,293
shares of common stock issued and outstanding as of October 5, 1988, the record
date for the annual meeting. There are no issued and outstanding shares of any
other class or series of authorized stock of the Corporation.
DATED this 30th day of June, 1989.
LARSON DAVIS INCORPORATED
By /s/ Brian G. Larson
Brian G. Larson, President
By /s/ Dan J. Johnson
Dan J. Johnson, Secretary
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
On this 30th day of June, 1989, personally appeared before me Brian G.
Larson and Dan J. Johnson, who being by me duly sworn did say that they are the
president, and secretary, respectively, of LarsonoDavis Incorporated, a Nevada
corporation, that they are the persons who executed the foregoing Certificate of
Amendment to the Articles of Incorporation on behalf of LarsonoDavis
Incorporated, and that the statements contained therein are true.
/s/
Notary Public
Residing in Salt Lake County, Utah
My Commission Expires:
February 6, 1989
LARSON DAVIS INCORPORATED
DESIGNATION OF RIGHTS, PRIVILEGES, AND PREFERENCES OF
1995 SERIES PREFERRED STOCK
Pursuant to the provisions of Nevada Revised Statutes, section 78.195, of
the corporation laws of the state of Nevada, the undersigned corporation hereby
adopts the following Designation of Rights, Privileges, and Preferences of
1995 Series Preferred Stock (the "Designation"):
FIRST: The name of the Corporation is Larson Davis Incorporated.
SECOND: The following resolution establishing a series of preferred stock
designated as the "1995 Series Preferred Stock" consisting of 200,000 shares,
par value $0.001, was duly adopted by the board of directors of the Corporation
on May 26, 1995, in accordance with the articles of incorporation of the
Corporation and the corporation laws of the state of Nevada:
RESOLVED, there is hereby created a series of preferred stock of the
Corporation to be designated as the "1995 Series Preferred Stock"
consisting of 200,000 shares, par value $0.001, with the following
powers, preferences, rights, qualifications, limitations, and
restrictions:
1. Liquidation.
1.01 In the event of any voluntary or involuntary liquidation (whether
complete or partial), dissolution, or winding up of the Corporation, the
holders of the 1995 Series Preferred Stock shall be entitled to be paid out
of the assets of the Corporation available for distribution to its
shareholders, whether from capital, surplus, or earnings, an amount in cash
equal to $2.50 per share plus all unpaid dividends, whether or not
previously declared, accrued thereon to the date of final distribution. No
distribution shall be made on any common stock of the Corporation, par
value $0.001 (the "Common Stock"), or other subsequently authorized series
of preferred stock of the Corporation by reason of any voluntary or
involuntary liquidation (whether complete or partial), dissolution, or
winding up of the Corporation unless each holder of any 1995 Series
Preferred Stock shall have received all amounts to which such holder shall
be entitled under this subsection 1.01.
1.02 If on any liquidation (whether complete or partial), dissolution,
or winding up of the Corporation, the assets of the Corporation available
for distribution to holders of 1995 Series Preferred Stock shall be
insufficient to pay the holders of outstanding 1995 Series Preferred Stock
the full amounts to which they otherwise would be entitled under subsection
1.01, the assets of the Corporation available for distribution to holders
of 1995 Series Preferred Stock shall be distributed to them pro rata on the
basis of the number of shares of 1995 Series Preferred Stock held by each
such holder.
2. Voting Rights. The 1995 Series Preferred Stock shall be voted with
the Common Stock as a single class and shall not be entitled to vote as a
separate class, except to the extent that the consent of the holders of the 1995
Series Preferred Stock, voting as a class, is specifically required by the
provisions of the corporation laws of the state of Nevada, as now existing or as
hereafter amended. Each holder of 1995 Series Preferred Stock shall be entitled
to one vote for each share of such stock held by him or her.
3. Dividends.
3.01 The Corporation shall pay to the holders of the 1995 Series
Preferred Stock out of the assets of the Corporation dividends at the times
and in the amounts provided for in this section 3.
3.02 The cumulative annual dividend rate for each share of 1995 Series
Preferred Stock shall be $0.225, payable in monthly installments with the
first such installment due payable on June 1, 1995. All dividends shall be
paid in cash. Dividends not paid when due shall cumulate but shall not
bear interest.
3.03 Any payment of dividends declared and due under this section 3
with respect to any shares of 1995 Series Preferred Stock shall be made by
means of a check drawn on funds immediately available for the payment
thereof to the order of the record holder of such shares at the address for
such record holder shown on the stock records maintained by or for the
Corporation, which check shall be mailed by United States first class mail,
postage prepaid. Any such payment shall be deemed to have been paid by the
Corporation on the date that such payment is deposited in the United States
mail as provided above; provided, that in the event the check by which any
payment shall be made shall prove not to be immediately collectible on the
date of payment, such payment shall not be deemed to have been made until
cash in the amount of such payment shall actually be received by the person
entitled to receive such payment.
3.04 No dividend or other distribution shall be declared or paid or
set apart for payment on any stock ranking, as to dividends or upon
liquidation, junior to the 1995 Series Preferred Stock, including, without
limitation, the shares of the Common Stock, for any period unless the
holders of the 1995 Series Preferred Stock shall have then been or
contemporaneously are paid (or declared and a sum sufficient for the
payment thereof set apart for such payment) all dividends for all periods
terminating on or prior to the date of payment of the distribution on such
junior stock.
3.05 Registration of transfer of any shares of 1995 Series Preferred
Stock on the stock records maintained by or for the Corporation to a person
other than the transferor shall constitute a transfer of any right which
the transferor may have had to receive any accrued but unpaid dividends as
of the date of transfer, whether declared or undeclared, and the
Corporation shall have no further obligation to the transferor with respect
to such accrued and unpaid dividends. Any shares of 1995 Series Preferred
Stock represented by a new certificate issued to a new holder shall
continue to accrue dividends as provided in this section 3.
4. Conversion.
4.01 Each share of 1995 Series Preferred Stock is convertible into
Common Stock at the times, in the manner, and subject to the conditions
provided in this section 4.
4.02 Each share of 1995 Series Preferred Stock may be converted at any
time after May 31, 1995, at the election of the holder on the presentation
and surrender of the certificate representing the share, duly endorsed,
with written instructions specifying the number of shares of 1995 Series
Preferred Stock to be converted and the name and address of the person to
whom certificate(s) representing the Common Stock issuable on conversion
are to be issued at the principal office of the Corporation.
4.03 Each share of 1995 Series Preferred Stock shall be convertible
into Common Stock of the Corporation at the rate of that number of shares
of Common Stock that is equal to $3.00 divided by an amount equal to the
average of the closing bid prices for the Common Stock for the twenty (20)
consecutive trading days immediately prior to the date that the holder
provides notice of such conversion to the Corporation pursuant to
subsection 4.02, as reported on the Nasdaq Stock Market or, if not quoted
on Nasdaq or listed on an exchange, as reported on the electronic bulletin
board maintained by the NASD, or if not on the electronic bulletin board,
on any other reliable medium of quotation (the "Conversion Rate").
4.04 The Corporation covenants and agrees that:
(a) The shares of Common Stock issuable on any conversion of any
shares of 1995 Series Preferred Stock shall have been deemed to have
been issued to the person on the Conversion Date, and on the
Conversion Date, such person shall be deemed for all purposes to have
become the record holder of such Common Stock.
(b) All shares of Common Stock which may be issued on any
conversion of the 1995 Series Preferred Stock will, on issuance, be
fully paid and nonassessable and free from all taxes, liens, and
charges with respect to the issuance thereof.
(c) The issuance of certificates for Common Stock on conversion
of the 1995 Series Preferred Stock shall be made without charge to the
registered holder thereof for any issuance tax in respect thereof or
other costs incurred by the Corporation in connection with the
conversion of the 1995 Series Preferred Stock and the related issuance
of Common Stock or other securities.
5. Redemption.
5.01 Subject to the requirements and limitations of the corporation
laws of the state of Nevada, the Corporation shall have the right to redeem
shares of 1995 Series Preferred Stock on the following terms and
conditions.
5.02 Shares of 1995 Series Preferred Stock are subject to redemption
by the Corporation at any time subsequent to the six month anniversary of
the effective date of a registration statement covering the resale of
Common Stock issued or issuable on conversion of the 1995 Series Preferred
Stock, as referred to below in section 6, pursuant to written notice of
redemption given to the holders thereof not less than 30 days' prior to the
redemption, specifying the date on which the 1995 Series Preferred Stock
shall be redeemed (the "Redemption Date"). Subsequent to notice of
redemption and prior to the Redemption Date, shares of 1995 Series
Preferred Stock may still be converted to Common Stock pursuant to section
4. The Corporation may redeem a portion or all of the issued and
outstanding shares of 1995 Series Preferred Stock; provided that, in the
event that less than all of the outstanding shares of 1995 Series Preferred
Stock are redeemed, such redemption shall be pro rata determined on the
basis of the number of shares of 1995 Series Preferred Stock held by each
holder reflected on the stock records and the total number of shares of
1995 Series Preferred Stock outstanding.
5.03 The redemption price for each share of 1995 Series Preferred
Stock shall be $2.50 per share plus any accrued but unpaid dividends, if
applicable, on such share as of the Redemption Date (the "Redemption
Price"). The Redemption Price shall be paid in cash.
5.04 Redemption of the 1995 Series Preferred Stock shall be made in
the following manner:
(a) The Corporation shall notify the transfer agent of the
Corporation's Common Stock (the "Transfer Agent"), of its intention to
redeem the 1995 Series Preferred Stock. Such notice shall include a
list of all holders of 1995 Series Preferred Stock outstanding as of
the most recent practicable date and a statement of the number of
shares of 1995 Series Preferred Stock to be redeemed and the manner in
which the Redemption Price is to be paid. At least ten days prior to
the date that written notice of redemption is given to the holders of
the 1995 Series Preferred Stock, the Corporation shall make
appropriate arrangements with the Transfer Agent for the delivery of
funds necessary to make payment of the Redemption Price for all shares
of 1995 Series Preferred Stock redeemed by the Corporation.
(b) On the Redemption Date, all shares of 1995 Series Preferred
Stock subject to redemption shall be automatically redeemed unless
earlier converted pursuant to section 4. The holder of any shares of
1995 Series Preferred Stock so redeemed shall be required to tender
the certificates representing such shares, duly endorsed, to the
Transfer Agent in exchange for payment of the Redemption Price. On
such surrender, the Transfer Agent shall cause to be issued and
delivered a check with all reasonable dispatch to the holder and in
such name or names as the holder may designate.
(c) The Transfer Agent shall periodically, but not less
frequently than monthly, provide to the Corporation an accounting of
the 1995 Series Preferred Stock tendered for redemption and the funds
disbursed pursuant thereto. Following the expiration of a period of
120 days following the Redemption Date, the Transfer Agent shall
provide to the Corporation a complete accounting of the 1995 Series
Preferred Stock redeemed and a list of all shares of 1995 Series
Preferred Stock remaining unconverted and not returned to the
Corporation for redemption. Any certificates representing 1995 Series
Preferred Stock received by the Transfer Agent subsequent to the
return of funds to the Corporation will be promptly delivered to the
Corporation. The Corporation shall pay all costs associated with
establishing and maintaining any bank accounts for funds deposited
with the Transfer Agent, including the costs of issuing any check.
6. Registration Rights. The Corporation shall immediately proceed to
file a registration statement with the Securities and Exchange Commission
registering the resale of the Common Stock issuable or issued on conversion of
the 1995 Series Preferred Stock (the "Conversion Stock") (but not the 1995
Series Preferred Stock itself) and shall thereafter diligently use its
commercially reasonable best efforts to seek the effectiveness of such
registration statement and to keep such registration statement effective for a
period of two years. The holder shall furnish to the Corporation in writing
such information, and enter into such agreements as the Corporation may
reasonably request from such holder, all as may be required in connection with
the registration described in this section or in compliance with applicable
state securities laws. All expenses of such registration, other than
commissions or fees paid on the resale of the Common Stock by the holder, shall
be paid by the Corporation.
7. Put Rights. In the event that the Corporation has not obtained the
effectiveness of the registration statement as set forth in section 6 on or
before August 30, 1995, the holder shall have the right to require the
Corporation, on 30 days prior written notice to the Corporation, to purchase
all, but not less than all, of the shares of the 1995 Series Preferred Stock on
the terms set forth in that certain Agreement between the Corporation and Summit
Enterprises, Inc., of Virginia, dated May 24, 1995.
8. Mandatory Conversion. At any time subsequent to August 30, 1995, the
Corporation can convert the shares of 1995 Series Preferred Stock into shares of
Common Stock, at the conversion rate set forth in section 4, by providing 30
days prior written notice to the holder; provided that, the registration
statement described in section 6 is current and effective both at the date of
the notice and the date on which the 1995 Series Preferred Stock is converted.
9. Additional Provisions.
9.01 No change in the provisions of the 1995 Series Preferred Stock
set forth in this Designation affecting any interests of the holders of any
shares of 1995 Series Preferred Stock shall be binding or effective unless
such change shall have been approved or consented to by the holders of a
majority of the 1995 Series Preferred Stock in the manner provided in the
corporation laws of the state of Nevada, as the same may be amended from
time to time.
9.02 The 1995 Series Preferred Stock is a "restricted security" and,
consequently, will be subject to the restrictions on transfer set forth in
the Securities Act and the rules and regulations promulgated thereunder.
In addition, the 1995 Series Preferred Stock will be subject to
restrictions on transfer under applicable state securities laws under which
such securities are sold in reliance on certain exemptions or under the
provisions of certain qualifications. In the event that a Holder wishes to
transfer the 1995 Series Preferred Stock, such holder must establish prior
to transfer, to the satisfaction of the Corporation and its counsel, that
all of the requirements necessary to effect such a transfer have been
satisfied. A share of 1995 Series Preferred Stock shall be transferable
only on the books of the Corporation by delivery of the original
certificate representing such shares duly endorsed by the holder or by his
duly authorized attorney or representative or accompanied by proper
evidence of succession, assignment, or authority to transfer. In all cases
of transfer by an attorney, the original letter of attorney, duly approved,
or an official copy thereof, duly certified, shall be deposited and remain
with the Corporation. In case of transfer by executors, administrators,
guardians, or other legal representatives, duly authenticated evidence of
their authority shall be produced and may be required to be deposited and
remain with the Corporation in its discretion. On any registration or
transfer, the Corporation shall deliver a new certificate representing the
share of 1995 Series Preferred Stock so transferred to the person entitled
thereto.
9.03 The Corporation shall not be required to issue any fractional
shares of Common Stock on the conversion of any share of 1995 Series
Preferred Stock. If any fraction of a share of Common Stock would, except
for the provisions of this subsection 7.03, be issuable on the conversion
of any shares of 1995 Series Preferred Stock, the Corporation shall round
the number of shares of Common Stock issuable on the conversion to the
nearest whole share.
9.04 Any notice required or permitted to be given to the holders of
the 1995 Series Preferred Stock under this Designation shall be deemed to
have been duly given if mailed by first class mail, postage prepaid, to
such holders at their respective addresses appearing on the stock records
maintained by or for the Corporation and shall be deemed to have been given
as of the date deposited in the United States mail.
IN WITNESS WHEREOF, the foregoing Designation of Rights, Privileges, and
Preferences of 1995 Series Preferred Stock of the Corporation has been executed
this 26th day of May, 1995.
ATTEST: LARSON DAVIS INCORPORATED
By /s/ Dan J. Johnson By /s/ Brian G. Larson
Dan J. Johnson, Secretary Brian G. Larson, President
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
On May 26, 1995, before me, the undersigned, a notary public in and for the
above county and state, personally appeared Brian G. Larson and Dan J. Johnson,
who being by me duly sworn, did state, each for themselves, that he, Brian G.
Larson is the president, and that he, Dan J. Johnson is the secretary, of
LarsonoDavis Incorporated, a Nevada corporation, and that the foregoing
Designation of Rights, Privileges, and Preferences of 1995 Series Preferred
Stock of LarsonoDavis Incorporated was signed on behalf of such corporation by
authority of a resolution of its board of directors, and that the statements
contained therein are true.
WITNESS MY HAND AND OFFICIAL SEAL.
/s/
Notary Public
CRITERION VENTURES, INC.
BYLAWS
ARTICLE I
OFFICES
Section 1. The registered office of the corporation shall be in the
city of Las Vegas, county of Clark, state of Nevada.
Section 2. The corporation may also have offices at such other places
both within and 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
MEETINGS OF STOCKHOLDERS
Section 1. All annual meetings of the stockholders shall be held at the
principal executive office of the corporation or such other place as the board
of directors shall determine. Special meetings of the stockholders may he held
at such time and place within or without the state of Nevada as shall be stated
in the notice of the meeting, or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held at such place
and time not less than 90 nor more than 180 days after the end of the
corporation's fiscal year as the board of directors shall determine, at which
they shall elect by a plurality vote a board of directors, and transact such
other business as may properly be brought before the meeting.
Section 3. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 4. Notices of meetings shall be in writing and signed by the
president or a vice-president, or the secretary, or an assistant secretary, or
by such other person or persons as the directors shall designate. Such notice
shall state the purpose or purposes for which the meeting is called and the time
and the place at which it is to be held, which may be mailed, postage prepaid,
to each stockholder of record entitled to vote at such meeting not less than ten
nor more than 60 days before such meeting. If mailed, it shall be directed to a
stockholder at his address as it appears upon the records of the corporation and
upon such mailing of any such notice, the service thereof shall be complete, and
the time of the notice shall begin to run from the date upon which such notice
is deposited in the mail for transmission to such stockholder. Personal
delivery of any such notice to any officer of a corporation or association, or
to any member of a partnership shall constitute delivery of such notice to such
corporation, association, or partnership. In the event of the transfer of stock
after delivery or mailing of the notice of and prior to the holding of the
meeting it shall not be necessary to deliver or mail notice of the meeting to
the transferee.
Section 5. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 6. The holders of at least 33-1/3% of stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders or 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 stockholders, 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
notified.
Section 7. When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes 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 8. Every stockholder of record of the corporation shall be
entitled at each meeting of stockholders to one vote for each share of stock
standing in his name on the books of the corporation.
Section 9. At any meeting of the stockholders, any stockholder may be
represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two
or more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No such
proxy shall be valid after the expiration of six months from the date of its
execution, unless coupled with an interest, or unless the person executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed seven years from the date of its execution. Subject to
the above, any proxy duly executed is not revoked and continues in full force
and effect until an instrument revoking it or a duly executed proxy bearing a
later date is filed with the secretary of the corporation.
Section 10. Any action, except 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, unless the provisions of the statutes or of the articles of
incorporation require a greater proportion of voting power to authorize such
action in which case such greater proportion of written consents shall be
required.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole
board shall be three. The board of directors may increase or decrease the
number of directors by resolution to not less than three. The directors shall
be elected at the annual meeting of the stockholders and except as provided in
Section 2 of this Article III, each director elected shall hold office until his
successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies, including those caused by an increase in the
number of directors, may be filled by a majority of the remaining directors
though less than a quorum. When one or more directors shall give notice of his
or their resignation to the board, effective at a future date, the board shall
have power to fill such vacancy or vacancies to take effect when such
resignation or resignations shall become effective, each director so appointed
to hold office during the remainder of the term of office of the resigning
director or directors.
Section 3. The business of the corporation shall be managed by 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 or by the articles of
incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.
Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the state of Nevada.
MEETINGS OF THE BOARD OF DIRECTORS
Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held
without notice at such time and place as shall from time to time be determined
by the board.
Section 7. Special meetings of the board of directors may be called by
the president or secretary on the written request of two directors. Written
notice of special meetings of the board of directors shall be given to each
director at least five days before the date of the meeting.
Section 8. A majority of the board of directors, at a meeting duly
assembled, shall be necessary to constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the board of directors, except as
may be otherwise specifically provided by statute or by the articles of
incorporation. Any action required or permitted to be taken at a meeting of the
directors may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the directors entitled to vote
with respect to the subject matter thereof.
COMMITTEES OF DIRECTORS
Section 9. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the corporation,
and may have power to authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
board of directors.
Section 10. The committees shall keep regular minutes of their
proceedings and report the same to the board when required.
COMPENSATION OF DIRECTORS
Section 11. 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. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
ARTICLE IV
NOTICES
Section 1. Notices to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.
Section 2. Whenever all parties entitled to vote at any meeting,
whether of directors or stockholders, consent, either by a writing on the
records of the meeting or filed with the secretary, or by presence at such
meeting and oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the doings of such meeting
shall be as valid as if a meeting had regularly been called and noticed, and at
such meeting any business may be transacted which is not excepted from the
written consent or to the consideration of which no objection for want of notice
is made at the time, and if any meeting be irregular for want of notice or of
such consent, provided a quorum was present at such meeting, the proceedings of
said meeting may be ratified and approved and rendered likewise valid and the
irregularity or defect therein waived by a writing signed by all parties having
the right to vote at such meetings; and such consent or approval of stockholders
may be by proxy or attorney, but all such proxies and powers of attorney must be
in writing.
Section 3. Whenever any notice whatever is required to be given under
the provisions of the statutes, of the articles of incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice-president, a secretary, and a
treasurer. Any person may hold two or more offices.
Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, a vice-president, a
secretary, and a treasurer, none of whom need be a member of the board.
Section 3. The board of directors may appoint additional vice-
presidents, and assistant secretaries and assistant treasurers, and such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by
the board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation by death, resignation, removal, or otherwise shall be filled by the
board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation, and shall see that all orders and resolutions of the board of
directors are carried into effect.
Section 7. He shall execute bonds, mortgages, and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE-PRESIDENT
Section 8. The vice-president shall, in the absence or disability of
the president, perform the duties and exercise the powers of the president and
shall perform such other duties as the board of directors may from time to time
prescribe.
THE SECRETARY
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall keen in safe custody
the seal of the corporation and, when authorized by the board of directors,
affix the same to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of the treasurer or an assistant
secretary.
THE TREASURER
Section 10. The treasurer shall have the custody of the corporate funds
and securities and shall keen full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
Section 11. He shall disburse the funds of the corporation as may be
ordered by the board of directors taking proper vouchers for such disbursements,
and shall render to the president and the board of directors, at the regular
meetings of the board, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 12. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in his possession or under
his control belonging to the corporation.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every stockholder shall be entitled to have a certificate,
signed by the president or a vice-president and the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of the corporation,
certifying the number of shares owned by him in the corporation. When the
corporation is authorized to issue shares of more than one class or more than
one series of any class, there shall be set forth upon the face or back of the
certificate, or the certificate shall have a statement that the corporation will
furnish to any stockholders upon request and without charge, a full or summary
statement of the designations, preferences, and relative, participating,
optional, or other special rights of the various classes of stock or series
thereof and the qualifications, limitations, or restrictions of such rights,
and, if the corporation shall be authorized to issue only special stock, such
certificate shall set forth in full or summarize the rights of the holders of
such stock.
Section 2. Whenever any certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar, then a
facsimile of the signatures of the officers or agents of the corporation may be
printed or lithographed upon such certificate in lieu of the actual signatures.
In case any officer or officers who shall have signed, or whose facsimile
signature or signatures shall have been used on, any such certificate or
certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation, or otherwise, before such certificate or
certificates shall have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be the officer or officers of such corporation.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates therefore
issued by the corporation alleged to have been lost or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate of
stock to be lost or destroyed. When authorizing such issue of a new certificate
or certificates, the board of directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or give the corporation a bond
in such sum as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have been
lost or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment, or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
CLOSING OF TRANSFER BOOKS
Section 5. The directors may prescribe a period not exceeding 60 days
prior to any meeting of the stockholders during which no transfer of stock on
the books of the corporation may be made, or may fix a day not more than 60 days
prior to the holding of any such meeting as the day as of which stockholders
entitled to notice of and to vote at such meeting shall be determined; and only
stockholders of record on such day shall be entitled to notice or to vote at
such meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of the
state of Nevada.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the articles of incorporation, if any, may be declared by
the board of directors at any regular or special meeting pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the articles of incorporation.
Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserves in the
manner in which they were created.
CHECKS
Section 3. All checks or demands for money and notes of the corporation
shall he signed by such officer or officers of such other person or persons as
the board of directors may from time to time designate.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
SEAL
Section 5. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its incorporation and the words "Corporate Seal,
Nevada".
ARTICLE VIII
AMENDMENTS
Section 1. These Bylaws may be altered or resealed at any regular
meeting of the stockholders or of the board of directors or at any special
meeting of the stockholders or of the board of directors if notice of such
alteration or repeal be contained in the notice of such special meeting.
CERTIFICATE
The undersigned does hereby certify that he is an officer of Criterion
Ventures, Inc., a corporation duly organized and existing under and virtue of
the laws of the state of Nevada; that the above and foregoing Bylaws of said
corporation were duly and regularly adopted as such by the board of directors of
said corporation, on the 31st day of January, 1986; and that the above and
foregoing Bylaws are now in full force and effect.
DATED this 31st day of January, 1986.
/s/
