SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 30, 1998
Commission File Number: 33-7811-NY
GRAFIX CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 93-0943925
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(State of Incorporation) (I.R.S. Employer I.D. Number)
8250 S. Akron St., Suite 203, Englewood, CO 80112
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(Address of principal executive offices and Zip Code)
(800) 789-7736
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(Registrant's telephone number, including area code)
GRAFIX TIME CORPORATION
2901 Suffolk Ct. East, Suite 130, Fort Worth, TX 76133
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(former name or former address, if changed since last report)
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Item 5. Other Events.
On July 30, 1998, Grafix Time Corporation (the "Company") entered into a Merger
Agreement with Grafix Corporation, a corporation formed to facilitate
reincorporation of the Company in Delaware. Copies of the Merger Agreement,
Certificate of Merger, Certificate of Incorporation of Grafix Corporation, and
Bylaws of Grafix Corporation are filed herewith as exhibits.
The Company's shareholders approved a 1:3 reverse split of the Company's issued
and outstanding common stock, effective August 1, 1998. The Company's Board of
Directors approved a change of the Company's name to Grafix Corporation, as well
as reincorporation of the Company in Delaware, effective July 31, 1998.
On April 6, 1998, Vir Sondhi resigned as Chairman of the Company, and Raymond E.
Theiss resigned as acting president of the Company. Mr. Sondhi will remain a
director of the Company. The remaining directors nominated and elected Mr. Monte
Ahuja as the new Chairman of the Company. The Board of Directors appointed Kent
D. Krausman as the Company's new president and CEO.
On April 6, 1998, the Company moved its offices, warehouse and assembly
operation to Englewood, Colorado. The Company's new address is 8250 S. Akron
Street, Suite 203, Englewood, Colorado 80112. The toll-free telephone number is
(800) 789-7736. The fax number is (303) 790-7130.
A press release dated August 5, 1998, and detailing the foregoing corporate
changes, is filed herewith as an exhibit.
Item 7. Exhibits.
2.0 Merger Agreement between the Company and Grafix Corporation.
2.1 Certificate of Merger.
3.0 Certificate of Incorporation of Grafix Corporation.
3.1 Bylaws of Grafix Corporation.
99.0 Press release dated August 5, 1998.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
GRAFIX CORPORATION
By: /S/ KENT D. KRAUSMAN
--------------------------------
Date: August 7, 1998 Kent D. Krausman, President
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EXHIBIT INDEX
CURRENT REPORT ON FORM 8-K DATED JULY 30, 1998
GRAFIX CORPORATION
Exhibit No. Document Description Page No.
- ----------- -------------------- --------
2.0 Merger Agreement between the Company and Grafix
Corporation.
2.1 Certificate of Merger.
3.0 Certificate of Incorporation of Grafix Corporation.
3.1 Bylaws of Grafix Corporation.
99.0 Press release dated August 5, 1998.
MERGER AGREEMENT Exhibit 2.0
This Merger Agreement, dated as of July 30, 1998, is by and between Grafix
Corporation, a Delaware corporation ("GC"), and Grafix Time Coporation, a New
York corporation ("GTC").
PLAN OF MERGER
CONSTITUENT CORPORATIONS
Pursuant to the terms of this Agreement, GC and GTC will merge, and GC and
GTC are hereinafter referred to collectively as "Constituent Corporations."
Surviving Corporation
GC shall continue its corporate existence under the laws of the State of
Delaware and be the corporation surviving the merger ("Surviving Corporation".)
Effective Date of the Merger
A certificate of merger (the "Certificate of Merger") shall be duly
prepared, executed and acknowledged and thereafter delivered to the Secretary of
State of the State of Delaware for filing as provided in the General Corporation
Law of State of Delaware. The Merger shall become effective upon the filing of
the Certificate of Merger with the Secretary of State of the State of Delaware
(the "Effective Date of the Merger"). On that date, the separate existence of
GTC shall cease and it shall be merged into the Surviving Corporation.
Consummation of this Agreement shall be effected on that date.
Conversion of Shares in the Merger
The mode of carrying into effect the Merger provided for in this Agreement
and the manner and basis of converting the shares of the Constituent
Corporations into shares of the Surviving Corporation are as follows:
1. GTC - Common Stock. On the effective date of the Merger, the issued and
outstanding shares of common stock of GTC having a par value of $.001 per share
shall be converted into $.001 par value common stock of the Surviving
Corporation.
2. Surrender of GTC Certificates. As soon as practicable after the Merger
becomes effective, the stock certificates representing the common stock of GTC
issued and outstanding on the effective date of the Merger shall be surrendered
in exchange for common stock of the Surviving Corporation.
Effect of Merger
On the effective date of the Merger, the Surviving Corporation shall
succeed to, without other transfer, and shall possess and enjoy all the rights,
privileges, immunities, powers and franchises, both of a public and a private
nature, and be subject to all the restrictions, disabilities, and duties of each
of the Constituent Corporations; and all property, whether real, personal or
mixed, and all debts due to either of the Constituent Corporations on whatever
account, for stock subscriptions as well as for all other choses in action and
every other interest of or belonging to or due to each of the Constituent
Corporations, shall be vested in the Surviving Corporation; and all property,
rights, privileges, immunities, powers and franchises, and all and every other
interest shall be thereafter the property of the Surviving Corporation as they
were of the respective Constituent Corporations; and the title to any real
estate vested by deed or otherwise in either of the Constituent Corporations
shall not revert or be in any way impaired by reason of the Merger; provided,
<PAGE>
however, that all rights of creditors and all liens upon any property of either
of the Constituent Corporations shall be preserved unimpaired, unlimited in lien
to the property affected by such liens on the effective date of the Merger; and
all debts, liabilities and duties of the Constituent Corporations shall attach
to the Surviving Corporation and may be enforced against it to the same extent
as if the debts, liabilities and duties had been incurred or contracted by the
Surviving Corporation. All contracts entered into by the Constituent
Corporations shall remain in full force and effect and shall not be impaired by
reason of the Merger and all such contracts shall become contracts of the
Surviving Corporation.
ARTICLES OF MERGER - ADDITIONAL INFORMATION
Number of Shares Issued and Outstanding
GC is a corporation duly organized and existing under the laws of the State
of Delaware, having been incorporated on July 30, 1998. GTC is a corporation
duly organized and existing under the laws of the State of New York, having been
incorporated on April 16, 1986. The authorized capital stock of GC consists of
50,000,000 shares of common stock, having a par value of $.001 per share, of
which no shares are issued and outstanding, and 5,000,000 shares of preferred
stock, having a par value of $.01 per share, of which no shares are issued and
outstanding. The authorized capital stock of GTC consists of 30,000,000 shares
of common stock having a par value of $.001 per share of which 18,069,784 shares
are issued and outstanding, and 5,000,000 shares of preferred stock having a par
value of $.10 per share, of which no shares are issued and outstanding.
Number of Votes Cast for Merger
The number of votes cast by the shareholders of GTC for and against such
plan is as follows:
FOR AGAINST
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12,000,000 0
The number of shares which voted for the plan by the shareholders of GTC is
sufficient for approval.
Pursuant to Section 251(f) of the Delaware General Corporate Law, no vote
of the shareholders of the Surviving Corporation is necessary as no shares of
stock of the Surviving Corporation have yet been issued.
Dated July 30, 1998. Grafix Corporation
a Delaware corporation
By: /S/KENT D. KRAUSMAN
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Kent D. Krausman
President and Secretary
Grafix Time Corporation
a New York corporation
By: /S/ KENT D. KRAUSMAN
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Kent D. Krausman
President and Secretary
CERTIFICATE OF MERGER Exhibit 2.1
OF
GRAFIX TIME CORPORATION
a New York corporation
WITH AND INTO
GRAFIX CORPORATION
a Delaware corporation
Pursuant to Section 251(c) of the Delaware General Corporation Law, Grafix
Corporation, a Delaware corporation ("Grafix-Delaware"), the surviving
corporation in a merger with Grafix Time Corporation, a New York corporation
("Grafix-New York"), certifies as follows:
1. Grafix-Delaware is a Delaware corporation. Grafix-New York is a New York
corporation.
2. An Agreement and Plan of Merger dated as of July 30, 1998 (the "Merger
Agreement"), providing for the merger of Grafix-New York with and into
Grafix-Delaware (the "Merger"), has been approved, adopted, certified, executed
and acknowledged by Grafix-Delaware and Grafix-New York in accordance with
Section 251(c) of the Delaware General Corporation Law.
3. The surviving corporation in the Merger is Grafix-Delaware.
4. The Certificate of Incorporation of Grafix-Delaware, as in effect
immediately prior to the effective time of the Merger, shall be the Certificate
of Incorporation of the surviving corporation.
5. The executed Merger Agreement is on file at the principal place of
business of the surviving corporation, the address of which is 8250 S. Akron
St., Suite 203, Englewood, Colorado 80112.
6. A copy of the Merger Agreement will be furnished by the surviving
corporation, on request and without cost, to any stockholder of Grafix-Delaware
or Grafix-New York.
GRAFIX CORPORATION,
a Delaware corporation
/S/ KENT D. KRAUSMAN
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Kent D. Krausman
President and Secretary
Dated: July 30, 1998
CERTIFICATE OF INCORPORATION
OF
GRAFIX CORPORATION
FIRST: The name of the corporation is: GRAFIX CORPORATION
SECOND: Its registered office in the State of Delaware is located at 25
Greystone Manor, Lewes, Delaware 19958-9776. County of Sussex. The registered
agent in charge thereof is Harvard Business Services, Inc.
THIRD: The purpose of the corporation is to engage in any lawful activity
for which corporations may be organized under the General Corporation Law of
Delaware.
FOURTH: The total number of authorized shares which the corporation is
authorized to issue 50,000,000 shares of common stock having a par value of
0.001 per share and 5,000,000 shares of preferred stock having a par value of
0.01 per share.
The number of authorized shares of preferred stock or of common stock may
be raised by the affirmative vote of the holders of a majority of the
outstanding shares of the corporation entitled to vote thereon.
All shares of common stock shall be identical and each share of common
stock shall be entitled to one vote on all matters.
The board of directors is authorized, subject to limitations prescribed by
law and the provision of this Article Fourth, to provide by resolution or
resolutions for the issuance of the shares of preferred stock in one or more
series, and by filing a certificate pursuant to the applicable law of the State
of Delaware, to establish from time to time the number of shares included in any
such series, and to fix the designation, powers, preferences and rights of the
shares of any such series and the qualifications, limitations or restrictions
thereof.
FIFTH: The business and affairs of the corporation shall be managed by or
under the director of the board of directors, and the directors need not be
elected by ballot unless required by the bylaws of the corporation.
SIXTH: This corporation shall be perpetual unless otherwise decided by a
majority of the Board of Directors.
SEVENTH: In furtherance and not in limitation of the powers conferred by
the laws of Delaware, the board of directors is authorized to amend or repeal
the bylaws. EIGHTH; The corporation reserves the right to amend or repeal any
provisions in this Certificate of Incorporation in the manner prescribed by the
laws of Delaware.
NINTH: The incorporator is Harvard Business Services, Inc., whose mailing
address is 25 Greystone Manor, Lewes, DE 19958-9766. The powers of the
incorporator are to file this certificate of incorporation, approve the by-laws
of the corporation and elect the initial directors.
TENTH: To the fullest extent permitted by the Delaware General Corporation
Law a director of this corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
I, Richard H. Bell, for the purpose of forming a corporation under the laws
of the State of Delaware do make and file this certificate, and do certify that
the facts herein stated are true; and have accordingly signed below, this 30th
day of July, 1998.
Signed and Attested to by: /s/ RICHARD H. BELL
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Richard H. Bell, President & Secretary
HARVARD BUSINESS SERVICES, INC.
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CORPORATE RECORDS Exhibit 3.1
* * * * * * * * * *
GRAFIX CORPORATION
* * * * * * * * * *
DELAWARE
1998
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BY-LAWS
OF
GRAFIX CORPORATION
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Dover, County of
Kent, State of Delaware.
Section 2. The corporation may also have offices at such other places both
within and without the State of Delaware 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 meetings of the stockholders for the election of directors
shall be held in the City of Englewood, State of Colorado, at such place as may
be fixed from time to time by the board of directors, or at such other place
either within or without the State of Delaware as shall be designated from time
to time by the board of directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, 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, commencing with the year 1998,
shall be held on the 30th day of June if not a legal holiday, and if a legal
holiday, then on the next secular day following, at 11:00 A.M., or at such other
date and time as shall be designated from time to time by the board of directors
and stated in the notice of the meeting, 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. Written notice of the annual meeting stating the place, date and
hour of the meeting shall be given to each stockholder entitled to vote at such
meeting not less than 10 nor more than 80 days before the date of the meeting.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate 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.
<PAGE>
Section 6. Written notice of a special meeting stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called,
shall be given not less than 10 nor more than 80 days before the date of the
meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of stockholders shall
be limited to the purposes state in the notice.
Section 8. The holders of a majority of the 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 for the transaction of
business except as otherwise provided by statute or by the certificate 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. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 9. When a quorum is present 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
certificate of incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the certificate of incorporation
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of the capital stock having voting
power held by such stockholder, but no proxy shall be voted on after three years
from its date, unless the proxy provides for a longer period.
At all elections of directors of the corporation each stockholder having
voting power shall be entitled to exercise the right of cumulative voting as
provided in the certificate of incorporation.
Section 11. Unless otherwise provided in the certificate of incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole board
shall be not less than three nor more than seven. The first board shall consist
of three directors. Thereafter, within the limits above specified, the number of
directors shall be determined by resolution of the board of directors or by the
stockholders at the annual meeting. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2 of this Article,
and each director elected shall hold office until his successor is elected and
qualified. Directors need not be stockholders.
<PAGE>
Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office. Section 3. The business of the corporation shall
be managed by or under the direction of its board of directors which may
exercise all such powers of the corporation and do all such lawful acts and
things as are note by statute or by the certificate of incorporation or by these
by-laws directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
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
the directors.
Section 6. Regular meetings of the board of directors may be held without
notice at such time and at such place as shall from time to time be determined
by the board.
Section 7. Special meetings of the board may be called by the president on
3 days' notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the president or secretary in like manner
and on like notice on the written request of two directors unless the board
consists of only one directors; in which case special meetings shall be called
by the president or secretary in like manner and on like notice on the written
request of the sole director.
Section 8. At all meetings of the board, a majority of directors shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the board of directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation. If a quorum shall not be present
at any meeting of the board of directors the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of incorporation
or these by-laws, any action required or permitted to be taken at any meeting of
the board of directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.
<PAGE>
Section 10. Unless otherwise restricted by the certificate of incorporation
or these by-laws, members of the board of directors, or any committee designated
by the board of directors, may participate in a meeting of the board of
directors, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. 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. The board may designate one
or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of any such
absent or disqualified member.
Any such committee, to the extent provided in the resolution of the board
of directors, shall have and may exercise all the powers and authority of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, (except
that a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the board of directors
as provided in Section 151(a) fix any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the corporation or the conversion into, or the exchange of such shares
for, shares of any other class of classes or any other series of the same or any
other class or classes of stock of the corporation) adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the by-laws of the corporation; and,
unless the resolution or the certificate of incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock or to adopt a certificate of ownership and
merger. 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 12. Each committee shall keep regular minutes of its meetings and
report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of incorporation
or these by-laws, the board of directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
<PAGE>
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of incorporation
or by law, any director or the entire board of directors may be removed, with or
without, cause, by the holders of a majority of shares entitled to vote at an
election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United State mail.
Notice to directors may also be given by telegram.
Section 2. Whenever any notice is require to be given under the provisions
of the statutes or of the certificate of incorporation or these by-laws, 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. The board of directors may also choose a chairman of the board,
additional vice-presidents, and one or more assistant secretaries and assistant
treasurers. Any number of offices may be held by the same person, unless the
certificate of incorporation or these by-laws otherwise provide.
Section 2. The board of directors at its first meeting after each annual
meeting of stockholders shall choose a president, one or more vice-presidents, a
secretary, a treasurer and may choose a chairman of the board.
Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such power 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
shall be filled by the board of directors.
CHAIRMAN OF THE BOARD
Section 6. The chairman of the board, if one shall have been appointed and
be serving, shall preside at all meetings of the board of directors ad
shareholders and shall perform such other duties as from time to time may be
assigned to him or her.
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THE PRESIDENT
Section 7. 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 8. 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 9. In the absence of the president or in the even of his inability
or refusal to act, the vice-president (or in the event there be more than one
vice-president, the vice-presidents in the order designated by the directors, or
in the absence of any designation, then in the order of their election) shall
perform the duties of the president, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the president. The
vice-presidents shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 10. 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 have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.
Section 11. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 12. The treasurer shall have the custody of the corporate funds and
securities and shall keep 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 13. 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
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
<PAGE>
Section 14. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) 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.
Section 15. The assistant treasurer, of if there shall be more than one,
the assistant treasurers in the order determined by the board of directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the treasurer and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president, and by the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
corporation.
Upon the face or back of each stock certificate issued to represent any
partly paid shares, or upon the books and records of the corporation in the case
of uncertificated partly paid shares, shall be set forth the total amount paid
thereon shall be stated.
If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
Within a reasonable time after the issuance or transfer of uncertificated
stock, the corporation shall send to the registered owner thereof a written
notice containing the information required to be set forth or stated on
certificates pursuant to Section 151, 156, 202(a) or 218(a) or a statement that
the corporation will furnish without charge to each stockholders who so requests
the powers, designations, preferences and relative participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights.
Section 2. Any of or all the signatures on a certificate may be facsimile.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.
<PAGE>
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to 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, stolen 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, assignation or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereat, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares such uncertificated shares shall be cancelled and issuance
of new equivalent uncertificated shares or certificated shares shall be made to
the person entitled thereto and the transaction shall be recorded upon the books
of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting: provided,
however, that the board of directors may fix a new record date for the adjourned
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
Delaware.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject to
the provisions of the certificate 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 certificate of incorporation.
<PAGE>
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 or 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 reserve in the
manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual meeting, and
at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.
CHECKS
Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by resolution
of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
Section 7. The corporation shall indemnify its officers, directors,
employees and agents to the extent permitted by the General Corporation Law of
Delaware.
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered, amended or repealed or new by-laws
may be adopted by the stockholders or by the board of directors, when such power
is conferred upon the board of directors by the certificate of incorporation 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, amendment, repeal or adoption of new by-laws be contained in
the notice of such special meeting. If the power to adopt, amend or repeal
by-laws is conferred upon the board of directors by the certificate of
incorporation it shall not divest or limit the power of the stockholders to
adopt, amend or repeal by-laws.
Dated: July 31, 1998 /S/ KENT D. KRAUSMAN
--------------------------------
Kent D. Krausman, Secretary
Exhibit 99.0
[CARRERA GOLF LETTERHEAD]
Contact:
Kent D. Krausman, CEO
Carrera Golf: (800) 789-7736
fax: (303) 790-7130; email: [email protected]
CARRERA GOLF COMPLETES REORGANIZATION
AND MOVE TO DENVER; BEGINS U.S. SALES
Englewood, Colorado, August 5, 1998 - Grafix Corporation d/b/a Carrera Golf
(NASDAQ OTC BB: CRRA) today announced completion of a corporate reorganization
that included the naming of new officers and directors, a reverse stock split,
reincorporation of the Company in Delaware, and relocation of the Company's
headquarters to Englewood, Colorado.
On April 6, 1998, Vir Sondhi stepped down as Chairman of Carrera Golf. Mr.
Sondhi will remain a director of the Company. The Board of Directors of Carrera
Golf appointed Monte Ahuja as the new Company Chairman. Mr. Ahuja is currently
Chairman and CEO of Transtar Industries, Inc. of Cleveland, Ohio, a company Mr.
Ahuja founded in 1975. Transtar is a leading manufacturer and distributor of
automotive transmission replacement parts, with nineteen locations in the U.S.,
and worldwide sales in excess of $100 million annually. Mr. Ahuja has been
Chairman of the Board of Trustees of Cleveland State University since 1992. He
is a Trustee of the Cleveland Council on World Affairs, a Director of the United
Way, a Member of the Advisory Council World Trade Center, and a Member of the
Cleveland Committee on Foreign Relations. Mr. Ahuja is also a Member of the "50"
Club of Cleveland, is Vice President of the Asian Indian Alliance of Ohio and
the Pacific Trade Association, and is a Director of the National Solvent
Corporation (Medina, Ohio) and the Enterprise Bank of Solon, Ohio. Mr. Ahuja is
a Member of Canterbury Golf Club in Shaker Heights, Ohio and The Pepper Pike
Club in Pepper Pike, Ohio. Mr. Ahuja was the recipient of the Entrepreneur of
the Year Award from the Northeast Ohio area (Wholesale Distribution category),
and was one of the three finalists for National Entrepreneur of the Year in
1993. Mr. Ahuja and Transtar Industries have received numerous other business
awards. Mr. Ahuja's educational background includes a Bachelor of Science degree
in Mechanical Engineering from Punjab University (India) in 1967, a Master of
Science degree in Mechanical Engineering from The Ohio State University (1970),
and an M.B.A. from The Ohio State University (1975).
On April 6, 1998, the Company's Board of Directors named Kent D. Krausman
president and CEO of Carrera Golf. Mr. Krausman has been a securities lawyer
since 1985, and has represented the Company since December, 1995. Mr. Krausman
has operated his own law firm in Denver, Colorado since 1987, and has owned and
operated numerous other businesses. He had been a Vice President and Director of
the Company since November, 1997. Mr. Krausman earned his Bachelor of Arts
degree from the Honors Program in Economics at the University of Denver (1981).
He earned his J.D. degree from The University of Michigan Law School in 1984.
Carrera Golf completed a 1:3 reverse split of its issued and outstanding common
stock on August 1, 1998.
<PAGE>
"A reverse split was necessary to ensure an orderly and effective market in the
Company's stock" said Mr. Krausman. "No one ever likes a reverse split, but this
should allow us to move the Company forward in the public market." The
post-split trading symbol, for the next 20 trading days, will be "CRRAD".
The new CUSIP number is 38428N 1 0 3.
The Company also completed a name change to "Grafix Corporation," and a
reincorporation in Delaware. "There was no need to retain the confusing prior
name, and Delaware is a vastly superior venue for incorporation than New York,
where the Company was previously incorporated" explained Mr. Krausman.
Carrera Golf also announced completion of its move to the Denver area. The
Company's new address is 8250 S. Akron Street, Suite 203, Englewood, Colorado
80112. The toll-free telephone number is still 800- 789-7736. The new fax number
is 303-790-7130. "We are very excited to have our operations and inventory
consolidated to Denver" stated Mr. Krausman. "We have set up a very efficient
office, warehouse, and assembly facility, and we are filling our U.S. orders out
of Denver."
The Company's primary customer is Citizen Trading Co., Ltd. of Japan, which
purchased nearly $ 4 million worth of Carrera Golf products in 1997. "The Asian
recession has negatively affected sales of golf products in Japan by virtually
all golf companies, including Carrera Golf" said Mr. Krausman. "The first two
calendar quarters of 1998 were grim for everyone; however, we have introduced a
new driver in Japan, the Carrera II Turbo, that is receiving tremendously
positive reviews. Citizen has ordered over $700,000 worth of the Turbo so far
this quarter, and it appears that the golf equipment market may be starting to
recover."
Carrera Golf has hired James Christie as its Territory Manager for Southern
California, Southern Nevada, and Arizona. The Company is in the process of
hiring a Territory Manager for the Southeast region (Florida, Georgia, North and
South Carolina), and has hired independent representatives in Northern
California, Hawaii, and the Midwest. "I have been very encouraged by our sales
efforts this Spring and Summer, as we have begun to roll out the revolutionary
titanium plasma golf club products in the U.S. market" stated Mr. Krausman. "Our
tests continue to confirm that our golf clubs are the most advanced,
best-performing products in the industry. Our equipment performed very well at
the Celebrity Players Tour event at Inverness in Denver last month, and we will
have a major presence at the Sprint International at Castle Pines and the Glen
Frey Tournament in Aspen the end of August. In addition, we will be introducing
our Spring 1999 apparel line later this Fall."
Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995. This press release contains forward-looking information within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Act of 1934, including statements that include the words "believes," "expects,"
"anticipates," or similar expressions. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause the
actual results, performance or achievements of Grafix Corporation d/b/a Carrera
Golf to differ materially from those expressed or implied by such
forward-looking statements. Such factors include, among others, the risk factors
contained in the Company's Annual Reports and other filings with the Securities
and Exchange Commission. In addition, description of anyone's past success,
either financial or strategic, is no guarantee of future success. Carrera Golf
will remain dependent upon future financing for its growth and development, and
for it to successfully implement its business plan. No statement contained
herein should be construed as indicating that such financing is or will be
available, and if available will be on terms favorable to the Company. This
press release speaks as of the date first set forth above and Carrera Golf
assumes no responsibility to update the information included herein for events
occurring after the date hereof.
