<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MAN SANG HOLDINGS, INC.
--------------------------
(Exact name of registrant as specified in its charter)
Nevada 13-3165967
- --------------------------------------- -------------------------------
(State of incorporation or organization) IRS Employer Identification No.)
14/F Sands Building, 17 Hankow Road
Tsim Sha Tsui, Kowloon, Hong Kong
-----------------------------------
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check
the following box. / /
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
-----------------------------
(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
COMMON STOCK
GENERAL. The Company has 100,000,000 authorized shares of common stock,
$0.001 par value (the "Common Stock"), 12,000,000 of which were issued and
outstanding at June 1, 1996. All shares of Common Stock currently outstanding
are validly issued, fully paid and non-assessable.
VOTING RIGHTS. Each share of Common Stock entitles the holder thereof
to one vote, either in person or by proxy, at meetings of shareholders. The
holders are not permitted to vote their shares cumulatively. The voting
rights of the holders of Common Stock are subject to the rights of the
outstanding Preferred Stock which, as a class, is entitled to one-third voting
control of the Company. Accordingly, the holders of Common Stock and
Preferred Stock holding, in the aggregate, more than fifty percent (50%) of
the total voting rights can elect all of the Directors of the Company.
DIVIDEND POLICY. All shares of Common Stock are entitled to participate
ratably in dividends when and as declared by the Company's Board of Directors
out of the funds legally available therefor and subject to the rights, if any,
of the holders of outstanding shares of preferred stock. Any such dividends
may be paid in cash, property or additional shares of Common Stock. The
Company has not paid any dividends since its inception and presently
anticipates that all earnings, if any, will be retained for development of the
Company's business and that no dividends on the shares of Common Stock will be
declared in the foreseeable future. Any future dividends will be subject to
the discretion of the Company's Board of Directors and will depend upon, among
other things, future earnings, the operating and financial condition of the
Company, its capital requirements, general business conditions and other
pertinent facts. Therefore there can be no assurance that any dividends on
the Common Stock will be paid in the future.
MISCELLANEOUS RIGHTS AND PROVISIONS. Holders of Common Stock have no
preemptive or other subscription rights, conversion rights, redemption or
sinking fund provisions. In the event of the dissolution, whether voluntary
or involuntary, of the Company, each share of Common Stock is entitled to
share ratably in any assets available for distribution to holders of the
equity of the Company after satisfaction of all liabilities and payment of the
applicable liquidation preference of any outstanding shares of Preferred
Stock.
PREFERRED STOCK
The Company has 200,000 authorized shares of preferred stock, $0.001 par
value. The Board of Directors has the authority, without action by the
shareholders, to create one or more series of preferred stock and to determine
the dividend rights, dividend rate, rights and terms of redemption,
liquidation preferences, sinking fund terms, conversion and voting rights of
any such series, the number of shares constituting any such series and the
designation thereof and the price therefor. As of June 1, 1996, 100,000
shares of Series A preferred stock (the "Series A Preferred Stock") and 2,910
shares of Series B preferred stock were issued and outstanding. The Series A
Preferred Stock entitles the holders thereof, as a class, to one-third voting
control of the Company in all matters voted on by shareholders and a
liquidation preference of $25.00 per share. Except for the foregoing, the
holders of the Series A preferred shares have no preferences or rights in
excess of those generally available to the holders of Common Stock. The
holders of Series A preferred shares are entitled to participate in any
dividends paid ratably with the holders of common stock. The Series B
Preferred Stock entitles the holders thereof to convert such shares into
common stock at a price equal to the lesser of the market price of the common
stock on the date of issuance of the Series B Preferred Stock or 70% of the
market price of the common stock for the five days preceding conversion. The
Series B Preferred Stock is subject to redemption at $1,000 per share after
December 31, 1997 and has a liquidation preference of $1,000. Except for the
foregoing, the holders of the Series B preferred shares have no voting rights
other than as provided by Nevada law and no preferences or rights in excess of
those generally available to the holders of Common Stock.
2
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ITEM 2. EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description of Exhibit Page
------ ---------------------- -----------
<S> <C> <C>
1.1 Specimen Common Stock Certificate...................................
2.1 Articles of Incorporation, as amended, of Man Sang Holdings, Inc.
2.2 Certificate of Designation, Preferences and Rights of Series A
Preferred Stock.....................................................
2.3 Certificate of Designation, Preferences and Rights of Series B
Preferred Stock.....................................................
2.4 Bylaws, as amended, of Man Sang Holdings, Inc.
</TABLE>
3
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
MAN SANG HOLDINGS, INC.
Dated: June 13, 1996 By: /s/ Sam Sio
-------------------------------
SAM SIO
Chief Executive Officer
4
<PAGE>
NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
--- NUMBER --- --- SHARES ---
---------------- MAN SANG ---------------
HOLDINGS, INC.
CUSIP NO. 561651 10 0
AUTHORIZED SHARES: 100,000,000
PAR VALUE $.001
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
MAN SANG HOLDINGS, INC.
TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY
AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY
ENDORSED. THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE
TRANSFER AGENT AND REGISTERED BY THE REGISTRAR.
WITNESS THE FACSIMILE SEAL OF THE CORPORATION AND THE FACSIMILE
SIGNATURES OF ITS DULY AUTHORIZED OFFICERS.
DATED:
MAN SANG HOLDINGS, INC.
/s/ CORPORATE
--------------------- SEAL ---------------------
SECRETARY NEVADA PRESIDENT
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- --------------------------------------------------------------------------------
<PAGE>
NOTICE: SIGNATURES MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A
REGISTERED NATIONAL STOCK EXCHANGE, OR BY A BANK (OTHER THAN A SAVINGS
BANK), OR A TRUST COMPANY. THE FOLLOWING ABBREVIATIONS, WHEN USED IN
THE INSCRIPTION ON THE FACE OF THIS CERTIFICATE, SHALL BE CONSTRUCTED
AS THOUGH THEY WERE WRITTEN OUT IN FULL ACCORDING TO APPLICABLE LAWS
OR REGULATION:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act
in common --------------------------
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received, ______________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
- --------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares
- -------------------------------------------------------------------------
of the capital stock represented by the within certificate, and do hereby
irrevocably constitute and appoint
Attorney
- -----------------------------------------------------------------------
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
------------------------------
---------------------------------------------------------------------------
NOTICE: THE SIGNATURES TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME
AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.
<PAGE>
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
MAN SANG HOLDINGS, INC.
We, the undersigned President and Secretary of Man Sang
Holdings, Inc. do hereby certify:
That the board of directors of said corporation at a meeting
duly convened on March 7, 1996, adopted resolutions to amend
The introductory paragraph to Article IV is hereby amended
to increase the number of shares of preferred stock which the
Corporation is authorized to issue to read in full as follows:
"The total number of shares of stock which the
Corporation shall have the authority to issue is one hundred
million two hundred thousand (100,200,000) shares,
consisting of one hundred million (100,000,000) shares of
Common Stock having a par value of $.001 per share and two
hundred thousand (200,000) shares of Preferred Stock having
a par value of $.001 per share.
The number of shares of the corporation outstanding and
entitled to vote on an amendment to the Articles of Incorporation
is 12,000,000 common shares and 100,000 Series A preferred
shares; that said amendment has been consented to and approved by
a majority vote of the stockholders holding at least a majority
of each class of stock outstanding and entitled to vote thereon.
DATED this 11th day of March, 1996.
/s/ Ricky Cheng
------------------------------
Ricky Cheng, President
/s/ Sam Sio
------------------------------
Sam Sio, Secretary
<PAGE>
STATE OF
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COUNTY OF
----------------
On March_____, 1996, personally appeared before me, a Notary
Public, Ricky Cheng, who acknowledged that he executed the above
document in his capacity as President of Man Sang Holdings, Inc.
-----------------------------
Notary Public
STATE OF
-----------------
COUNTY OF
----------------
On March_____, 1996, personally appeared before me, a Notary
Public, Sam Sio, who acknowledged that he executed the above
document in his capacity as Secretary of Man Sang Holdings, Inc.
-------------------------------
Notary Public
2
<PAGE>
RESTATED ARTICLES OF INCORPORATION
OF
UNIX SOURCE AMERICA
(changed herein to "Man Sang Holdings, Inc.")
We, the undersigned President and Secretary of UNIX Source America do
hereby certify:
That the board of directors of said corporation at a meeting duly
convened on January 8, 1996,adopted resolutions to amend and
restate the Articles of Incorporation, and
That the number of shares of the corporation outstanding and
entitled to vote on an amendment to the Articles of
Incorporation is 14,080,650; that said amendments have been
consented to and approved by a majority vote of the
stockholders holding at least a majority of each class of
stock outstanding and entitled to vote thereon, and
That the text of Articles of Incorporation as amended to
date reads as herein set forth in full:
ARTICLE I
NAME
----
The name of the corporation (hereinafter called
"Corporation") is Man Sang Holdings, Inc.
ARTICLE II
PERIOD OF DURATION
------------------
The period of duration of the Corporation is perpetual.
ARTICLE III
PURPOSES AND POWERS
-------------------
The purpose for which this Corporation is organized is to
engage in the business of investing in investments of all forms
and nature and to engage in any and all other lawful business.
ARTICLE IV
CAPITALIZATION
--------------
The total number of shares of stock which the Corporation
shall have the authority to issue is one hundred million one
hundred thousand (100,100,000) shares, consisting of one hundred
million (100,000,000) shares of Common Stock having a par value
of $.001 per share and one hundred thousand (100,000) shares of
Preferred Stock having a par value of $.001 per share.
<PAGE>
A. Preferred Stock
The Board of Directors is authorized, subject to the
limitations prescribed by law and the provisions of
this Article, to provide for the issuance of the shares
of Preferred Stock in series, and by filing a
certificate pursuant to the applicable law of the State
of Nevada, to establish from time to time the number of
shares to be included in each such series and to fix
the designation, powers, preferences and rights of the
shares of each such series and the qualifications,
limitations or restrictions thereof.
1. The authority of the Board with respect to each
series shall include, but not be limited to,
determination of the following:
a. The number of shares constituting that series
and the distinctive designation of that
series;
b. The dividend rate on the shares of that
series, whether dividends shall be
cumulative, and if so, from which date or
dates, and the relative rights of priority,
if any, of payment of dividends on shares of
that series;
c. Whether that series shall have voting rights,
in addition to the voting rights provided by
law, and if so, the terms of such voting
rights;
d. Whether that series shall have conversion
privileges and, if so, the terms and
conditions of such conversion, including
provision for adjustment of the conversion
rate in such events as the Board of Directors
shall determine;
e. Whether or not the shares of that series
shall be redeemable and, if so, the terms and
conditions of such redemption, including the
date or dates upon or after which they shall
be redeemable and the amount per share
payable in case of redemption, which amount
may vary under different conditions and at
different redemption dates;
f. Whether that series shall have a sinking fund
for the redemption or purchase of shares of
that series and, if so, the terms and amount
of such sinking fund;
g. The rights of the shares of that series in
the event of voluntary or involuntary
liquidation,
2
<PAGE>
dissolution or winding up of the
Corporation, and the relative rights of
priority, if any, of payment of shares of
that series; and
h. Any other relative rights, preferences and
limitations of that series.
2. Dividends on outstanding shares of Preferred Stock
shall be paid or declared and set apart for
payment, before any dividends shall be paid or
declared and set apart for payment on Common Stock
with respect to the same dividend period.
3. If upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the
assets available for distribution to holders of
shares of Preferred Stock of all series shall be
insufficient to pay such holders the full
preferential amount to which they are entitled,
then such assets shall be distributed ratably
among the shares of all series of Preferred Stock
in accordance with the respective preferential
amounts (including unpaid cumulative dividends, if
any) payable with respect thereto.
4. Unless otherwise provided in any resolution of the
Board of Directors providing for the issuance of
any particular series of Preferred Stock, no
holder of Preferred Stock shall have any pre-
emptive right as such holder to subscribe for,
purchase or receive any part of any new or
additional issue of capital stock of any class or
series, including unissued and treasury stock, or
obligations or other securities convertible into
or exchangeable for capital stock of any class or
series, or warrants or other instruments
evidencing rights or options to subscribe for,
purchase or receive any capital stock of any class
or series, whether now or hereafter authorized and
whether issued for cash or other consideration or
by way of dividend.
B. Common Stock
1. Subject to the prior and superior rights of the
Preferred Stock and on the conditions set forth in
the foregoing parts of this Article or in any
resolution of the Board of Directors providing for
the issuance of any particular series of Preferred
Stock, and not otherwise, such dividends (payable
in cash, stock or otherwise) as may be determined
by the Board of Directors may be declared and paid
on the Common Stock from time to time out of any
funds legally available therefor.
3
<PAGE>
2. Except as otherwise provided by law, by this
Certificate of Incorporation or by the resolution
or resolutions of the Board of Directors providing
for the issue of any series of the Preferred
Stock, the Common Stock shall have the exclusive
right to vote for the election of directors and
for all other purposes, each holder of the Common
Stock being entitled to one vote for each share
held.
3. Upon any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary,
and after the holders of the Preferred Stock of
each series shall have been paid in full the
amount to which they respectively shall be
entitled, or a sum sufficient for such payments in
assets of the Corporation shall be distributed pro
rata to the holders of the Common Stock in
accordance with their respective rights and
interests, to the exclusion of the holders of the
Preferred Stock.
ARTICLE V
REGISTERED OFFICE AND AGENT
---------------------------
The address of the corporation's current registered office is CSC
Network, c/o Prentice Hall, 502 E. John Street, Rm. E., Carson City, Nevada
89701 the name of the corporation's current registered agent at such address
is Prentice Hall Corporation.
ARTICLE VI
DIRECTORS
---------
The Corporation shall be governed by a Board of Directors consisting of
such number of directors as shall be fixed the Corporation's bylaws. The
number of directors constituting the current board of directors of the
corporation is four and the names and addresses of the directors are as
follows:
NAME ADDRESS
---- -------
Cheng Chung Hing 14/F Sands Building, 17 Hankow Road
Tsimshatsue, Kowloon, Hong Kong
Cheng Tai Po 14/F Sands Building, 17 Hankow Road
Tsimshatsue, Kowloon, Hong Kong
Sio Kam Seng 14/F Sands Building, 17 Hankow Road
Tsimshatsue, Kowloon, Hong Kong
Yan Sau Man 14/F Sands Building, 17 Hankow Road
Tsimshatsue, Kowloon, Hong Kong
4
<PAGE>
ARTICLE VII
DENIAL OF PREEMPTIVE RIGHTS
---------------------------
There shall be no preemptive right to acquire unissued and/or treasury
shares of the stock of the Corporation.
ARTICLE VIII
LIABILITY OF OFFICERS AND DIRECTORS
-----------------------------------
A director or officer of the Corporation shall not be liable to the
Corporation or its shareholders for damages for breach of fiduciary duty as a
director or officer unless the act or omission involves intentional
misconduct, fraud, a knowing violation of law or the payment of an unlawful
dividend in violation of NRS 78.300.
ARTICLE IX
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 or officers or who, at the request of
the Board of Directors of the Corporation, may serve or at any time have
served as directors or officers of another corporation in which the
Corporation at such time owned or may own shares of stock or of which it was
or may be a creditor, and their respective heirs, administrators, successors
and assigns, against any and all expenses, including amounts paid upon
judgments, counsel fees and amounts paid in settlement (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 any 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.
DATED this 8th day of January, 1996.
/s/ Stacie Jenson
------------------------------
Stacie Jenson, President
/s/ Evan Kofford
------------------------------
Evan Kofford, Assistant
Secretary
5
<PAGE>
STATE OF
-----------------
COUNTY OF
----------------
On January ____, 1996, personally appeared before me, a
Notary Public, Stacie Jenson, who acknowledged that she executed
the above document in her capacity as President of UNIX Source
America.
-------------------------------
Notary Public
STATE OF
-----------------
COUNTY OF
----------------
On January ____, 1996, personally appeared before me, a
Notary Public, Evan Kofford, who acknowledged that he executed
the above document in his capacity as Assistant Secretary of UNIX
Source America.
------------------------------
Notary Public
6
<PAGE>
MAN SANG HOLDINGS, INC.
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
OF A SERIES OF 100,000 SHARES OF PREFERRED STOCK,
$.001 PAR VALUE, DESIGNATED
"SERIES A PREFERRED STOCK"
-------------------------------
Man Sang Holdings, Inc., a Nevada Corporation (the
"Corporation"), by way of this Certificate of Designation,
Preferences and Rights (as it may hereafter be amended, modified
or supplemented upon vote of the Board of Directors of the
Corporation and approval of all holders of Series A Preferred
Stock, as such term is hereinafter defined, this ("Certificate")
certifies that, pursuant to the authority expressly vested in the
Board of Directors by Article IV of the Corporation's Restated
Articles of Incorporation, and in accordance with the provisions
of Section 78.195 of the Nevada Revised Statutes, the Board of
Directors of the Corporation has duly adopted the following
resolutions creating a series of its Preferred Stock designated
as Series A Preferred Stock:
RESOLVED, that pursuant to the authority expressly
granted to and vested in the Board of Directors of the
Corporation by the provisions of Article IV of the Restated
Articles of Incorporation of the Corporation, this Board of
Directors hereby creates a series of Preferred Stock, $.001
par value, and this Board of Directors hereby fixes the
designation and the voting power, preferences and rights,
and the qualifications, limitations or restrictions thereof,
of the shares of such series (in addition to the powers,
preferences and rights, and the qualifications, limitations
or restrictions thereon, set forth in the Restated Articles
of Incorporation, as amended, which are applicable to all
series of Preferred Stock of the Corporation) as follows:
One hundred thousand (100,000) shares of Preferred
Stock, par value $.001 per share, of the Corporation are
hereby constituted as a series of Preferred Stock designated
as Series A Preferred Stock (the "Series A Preferred Stock")
with the voting powers and the preferences and rights
hereinafter set forth:
Section 1. Dividends. The holders of shares of Series A
Preferred Stock shall be entitled to receive, when and as
declared by the Board of Directors out of any funds legally
available therefor, a dividend per share equal to any dividends
per share declared on shares of the Company's common stock. The
right to such dividends on shares of Series A Preferred Stock
shall not be cumulative, and no right shall accrue to the holders
of such shares by reason of the Board's failure to pay or declare
and set apart dividends thereon.
<PAGE>
SECTION 2. LIQUIDATION PREFERENCE. In the event of any
liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, the holders of
Series A Preferred Stock shall be entitled to be paid first out
of the assets of the Corporation available for distribution to
holders of the Corporation's capital stock of all classes an
amount equal to $25 per share of Series A Preferred Stock, and no
more, before any distribution of assets. If the assets of the
Corporation shall be insufficient to permit the payment in full
to the holders of the Series A Preferred Stock of the amounts
thus distributable, then the entire assets of the Corporation
available for such distribution shall be distributed ratably
among the holders of the Series A Preferred Stock in proportion
to the full preferential amount each such holder is otherwise
entitled to receive.
SECTION 3. VOTING RIGHTS. The holders of the Series A
Preferred Stock shall, as a class, be entitled to such number of
votes as shall constitute one-third (1/3) of the total eligible
votes in all matters voted on by the shareholders of the
Corporation and shall be further entitled to such voting rights
as may be expressly required by law.
SECTION 4. RIGHTS OTHERWISE IDENTICAL. In all other
respects, each share of Series A Preferred Stock and the shares
of all other series shall have identical rights and privileges in
every respect.
IN WITNESS WHEREOF, Man Sang Holdings, Inc. has caused this
Certificate to be duly executed and attested effective as of the
6th day of May, 1996.
MAN SANG HOLDINGS, INC.
By: /s/ Ricky Cheng
---------------------------
Name: Ricky Cheng
-------------------------
Title: President
------------------------
ATTEST:
/s/ Sam Sio
- --------------------------
Secretary
<PAGE>
STATE OF
----------------------
COUNTY OF
---------------------
I,_____________________________, a Notary Public, do hereby
certify that on this_____________day of_______, 1996, personally
appeared before me__________________________, who, being by me
first duly sworn declared that he is the________________________
of MAN SANG HOLDINGS, INC., that he signed the foregoing document
as______________________of the corporation, and that the
statements therein contained are true and correct.
----------------------------
Notary Public in and for the
State of
--------------------
----------------------------
Printed Name of Notary Public
My Commission Expires:
--------
<PAGE>
MAN SANG HOLDINGS, INC.
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
OF A SERIES OF 100,000 SHARES OF PREFERRED STOCK,
$.001 PAR VALUE, DESIGNATED
"SERIES B PREFERRED STOCK"
-------------------------
Man Sang Holdings, Inc., a Nevada Corporation (the
"Corporation"), by way of this Certificate of Designation,
Preferences and Rights (as it may hereafter be amended, modified
or supplemented upon vote of the Board of Directors of the
Corporation and approval of all holders of Series B Preferred
Stock, as such term is hereinafter defined, this ("Certificate")
certifies that, pursuant to the authority expressly vested in the
Board of Directors by Article IV of the Corporation's Restated
Articles of Incorporation, and in accordance with the provisions
of Section 78.195 of the Nevada Revised Statutes, the Board of
Directors of the Corporation has duly adopted the following
resolutions creating a series of its Preferred Stock designated
as Series B Preferred Stock:
RESOLVED, that pursuant to the authority expressly
granted to and vested in the Board of Directors of the
Corporation by the provisions of Article IV of the Articles
of Incorporation of the Corporation, as amended, this Board
of Directors hereby creates a series of Preferred Stock,
$.001 par value, and this Board of Directors hereby fixes
the designation and the voting power, preferences and
rights, and the qualifications, limitations or restrictions
thereof, of the shares of such series (in addition to the
powers, preferences and rights, and the qualifications,
limitations or restrictions thereon, set forth in the
Articles of Incorporation, as amended, which are applicable
to all series of Preferred Stock of the Corporation) as
follows:
One hundred thousand (100,000) shares of Preferred Stock,
par value $.001 per share, of the Corporation are hereby
constituted as a series of Preferred Stock designated as
Series B Convertible Preferred Stock (the "Series B
Convertible Preferred Stock") with the voting powers and the
preferences and rights hereinafter set forth:
SECTION 1. DIVIDENDS. The holders of shares of Series B
Convertible Preferred Stock (the "Preferred Shares") shall be
entitled to receive out of the assets of the Corporation legally
available for dividends such dividends in cash, stock or property
as the board of directors shall, in its discretion, declare from
time to time.
SECTION 2. LIQUIDATION PREFERENCE. In the event of any
liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, the holders of the
Preferred Shares shall be entitled to be paid first out of the
assets of the Corporation available for distribution to holders
of the Corporation's capital stock of all classes an amount equal
to $1,000.00 per share of Series B Convertible Preferred Stock,
and no more, before any distribution shall be made to the holders
of the Common Stock or any other class of capital stock or series
thereof ranking junior to the Preferred Shares with respect to the
<PAGE>
distribution of assets. If the assets of the Corporation
shall be insufficient to permit the payment in full to the
holders of the Preferred Shares of the amounts thus
distributable, then the entire assets of the Corporation
available for such distribution shall be distributed ratably
among the holders of the Preferred Shares in proportion to the
full preferential amount each such holder is otherwise entitled
to receive.
SECTION 3. VOTING RIGHTS. The holders of the Preferred
Shares shall have no right to vote with respect to matters
requiring the vote of the holders of the Corporation's capital
stock except as set forth below. Without the approval of holders
of a majority of the outstanding Preferred Shares, the
Corporation shall not (a) authorize, create or issue any shares
of any class or series ranking senior to the Preferred Shares as
to liquidation rights, (b) amend, alter or repeal, by any means,
the Certificate of Incorporation if the powers, preferences, or
special rights of the Preferred Shares would be adversely
affected, or (c) become subject to any restriction on the
Preferred Shares, other than restrictions arising solely under
the General Corporation Law of the State of Nevada or existing
under the Certificate of Incorporation as in effect on December
31, 1995.
SECTION 4. REDEMPTION. Preferred Shares shall be subject
to redemption, at the option of the Corporation, in whole or in
part, on ten (10) days written notice, at any time(s) after
December 31, 1997 at a price equal to $1,000 per share plus any
accrued dividends.
SECTION 5. CONVERSION. (a) The holder of any Preferred
Shares shall have the right, at his option on delivery to the
Corporation of written notice and upon surrender of such shares
to the Corporation, to convert part or all of the Preferred
Shares held into shares of Common Stock of the Corporation. In
the event the holder of any Preferred Shares has not notified the
Corporation of his election to convert the Preferred Shares into
Common Stock on the terms set forth herein on or before December
31, 1997, the right of the holders of such Preferred Shares to
convert the same into Common Stock shall expire, provided,
however, that all Preferred Shares remaining outstanding at such
date shall, at the option of the Corporation, be converted into
Common Stock of the Corporation on the terms set forth herein on
such date.
(b) Conversion of the Preferred Shares shall be subject to
the following limitation: the outstanding Preferred Shares will
become eligible for conversion on or after the date which is 45
days after the closing date of the purchase of such Preferred
Shares (the "Closing Date"). Each conversion shall be effected
by surrendering the certificate(s) evidencing the Preferred
Shares to be converted to the Company with the form of conversion
certificate executed by the holder thereof as to all or a
specified portion of the shares evidenced by such certificate
(subject to the limitations set forth above and provided that
conversions will not be permitted for Preferred Shares having an
aggregate liquidation preference of less than $100,000 except as
may be required by the foregoing limitation on conversion) and
accompanied, if required by the Company, by proper assignment in
blank. The date of execution of such certificate and delivery by
facsimile to the Company at (713) 655-0018, shall be deemed to
the be "conversion date", provided that certificates evidencing
the shares so converted are delivered within three (3) business
days to the Company or its designated agent.
2
<PAGE>
(c) The number of shares of Common Stock issuable upon
conversion of each share of Series B Convertible Preferred Stock
shall equal the number of shares of Preferred Shares to be
converted multiplied by one thousand (1,000) and divided by the
"Conversion Factor." The Conversion Factor for purposes hereof
shall be equal to the lesser of the Market Price on the Closing
Date, or the product of the Market Price multiplied by 70%.
(d) For purposes hereof, the "Market Price" shall be the
average closing bid price of the Corporation's Common Stock as
reported on the Nasdaq System (or such other similar organization
which may report such information if Nasdaq no longer reports
such information or, if not so available, the fair market price
as determined by the Board of Directors) for the five business
days preceding the date of notice of conversion.
(e) Neither fractional shares, nor scrip or other
certificates evidencing such shares, shall be issued by the
Corporation on conversion of the Preferred Shares as herein
provided, but the Corporation shall round to the nearest whole
number the number of shares issuable in such event.
(f) Preferred Shares so converted shall be restored to the
status of authorized but unissued shares.
(g) The Corporation will reserve from its authorized and
unissued shares of Common Stock, and shall increase the number of
reserved shares from time to time, a number of shares sufficient
to permit conversion of the Preferred Shares.
IN WITNESS WHEREOF, Man Sang Holdings, Inc. has caused this
Certificate to be duly executed and attested effective as of the
1st day of April, 1996.
MAN SANG HOLDINGS, INC.
By: /s/ Ricky Cheng
----------------------------
Name: Ricky Cheng
--------------------------
Title: President
-------------------------
ATTEST:
/s/ Sam Sio
- ------------------------
Secretary
3
<PAGE>
STATE OF
----------------------
COUNTY OF
---------------------
I,____________________________, a Notary Public, do hereby certify that
on this___________day of______________, 1996, personally appeared before
me____________________ , who, being by me first duly sworn declared that he
is the________________ of MAN SANG HOLDINGS, INC., that he signed the
foregoing document as________________________of the corporation, and that the
statements therein contained are true and correct.
------------------------------
Notary Public in and for the
State of
-----------------------
-------------------------------
Printed Name of Notary Public
My Commission Expires:
---------
4
<PAGE>
AMENDED BYLAWS
OF
MAN SANG HOLDINGS, INC.
(FORMERLY UNIX SOURCE AMERICA, INC.)
(AMENDED AND EFFECTIVE AS OF JANUARY 10, 1996)
ARTICLE I
OFFICES
-------
1.01 REGISTERED OFFICE AND AGENT
The registered office of the Corporation shall be maintained
at CSC Network, c/o Prentice Hall Corporate Services, 502 East
John Street, Room E, Carson City, in the State of Nevada. The
registered office or the registered agent, or both, may be
changed by resolution of the Board of Directors, upon filing the
statement required by law.
1.02 PRINCIPAL OFFICE
The principal office of the Corporation shall be at 14/F
Sands Building, 17 Hankow Road, Tsimshatsui, Kin, Hong Kong
provided that the Board of Directors shall have power to change
the location of the principal office in its discretion.
1.03 OTHER OFFICES
The Corporation may also maintain other offices at such
places within or without the State of Nevada as the Board of
Directors may from time to time appoint or as the business of the
Corporation may require.
ARTICLE II
SHAREHOLDERS
------------
2.01 PLACE OF MEETING
All meetings of shareholders, both regular and special,
shall be held either at the principal office of the Corporation,
or at such other place as shall be designated in the notice of
the meeting.
2.02 ANNUAL MEETING
The annual meeting of shareholders for the election of
directors and for the transaction of all other business which may
come before the meeting shall be held on the last Friday of July
in each year (if not a legal holiday and, if a legal holiday,
then on the next business day following), or on such other date,
and at such hour, as may be specified in the notice of meeting.
<PAGE>
If the election of directors shall not be held on the day
above designated for the annual meeting, the Board of Directors
shall cause the election to be held as soon thereafter as
conveniently may be at a special meeting of the shareholders
called for the purpose of holding such election.
The annual meeting of shareholders may be held for any other
purpose in addition to the election of directors which may be
specified in a notice of such meeting. The meeting may be called
by resolution of the Board of Directors or by a writing filed
with the secretary signed either by a majority of the directors
or by shareholders owning a majority in amount of the entire
capital stock of the Corporation issued and outstanding and
entitled to vote at any such meeting.
2.03 NOTICE OF SHAREHOLDERS' MEETING
A written or printed notice stating the place, day and hour
of the meeting, and in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not
less than ten (10) nor more than sixty (60) days before the date
of the meeting, either personally or by mail, by or at the
direction of the president, secretary or the officer or person
calling the meeting, to each shareholder of record entitled to
vote at such meeting. If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail addressed
to the shareholder at his address as it appears on the share
transfer books of the Corporation, with postage thereon prepaid.
2.04 VOTING OF SHARES
Each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a
meeting of shareholders, except to the extent that the voting
rights of the shares of any class or classes are modified,
limited or denied by the Articles of Incorporation or by law.
Treasury shares, shares of its own stock owned by another
corporation the majority of the voting stock of which is owned or
controlled by this Corporation, and shares of its own stock held
by this Corporation in a fiduciary capacity shall not be voted,
directly or indirectly, at any meeting, and shall not be counted
in determining the total number of outstanding shares at any
given time.
A shareholder may vote either in person or by proxy executed
in writing by the shareholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after eleven (11)
months from the date of its execution unless otherwise provided
in the
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<PAGE>
proxy. Each proxy shall be revocable unless expressly
provided therein to be irrevocable, and in no event shall it
remain irrevocable for a period of more than eleven (11) months.
At each election for directors, every shareholder entitled
to vote at such election shall have the right to vote, in person
or by proxy, the number of shares owned by him for as many
persons as there are directors to be elected and for whose
election he has a right to vote, or if authorized by the Articles
of Incorporation, to cumulate his votes by giving one candidate
as many votes as the number of such directors multiplied by the
number of his shares shall equal, or by distributing such votes
on the same principal among any number of such candidates. Any
shareholder who intends to cumulate his votes as herein
authorized shall give written notice of such intention to the
secretary of the Corporation on or before the day preceding the
election at which such shareholder intends to cumulate his votes.
2.05 CLOSING TRANSFER BOOKS AND FIXING RECORD DATE
For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any
dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors may provide that
the share transfer books shall be closed for a stated period not
exceeding sixty (60) days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books
shall be closed for at least ten (10) days immediately preceding
such meeting. In lieu of closing the stock transfer books, the
ByLaws or, in the absence of an applicable ByLaw, the Board of
Directors may fix in advance a date as the record date for any
such determination of shareholders, not later than sixty (60)
days and, in case of a meeting of shareholders, not earlier than
ten (10) days, prior to the date on which the particular action
requiring such determination of shareholders is to be taken. If
the share transfer books are not closed and no record date is
fixed for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders, or shareholders entitled
to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the
Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment
thereof, except where the determination has been made through the
closing of share transfer books and the stated period of closing
has expired.
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<PAGE>
2.06 QUORUM OF SHAREHOLDERS
Unless otherwise provided in the Articles of Incorporation,
the holders of a majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a
meeting of shareholders, but in no event shall a quorum consist
of the holders of less than one-third (1/3) of the shares
entitled to vote and thus represented at such meeting. The vote
of the holders of a majority of the shares entitled to vote and
thus represented at a meeting at which a quorum is present shall
be the act of the shareholders' meeting, unless the vote of a
greater number is required by law, the Articles of Incorporation
or the ByLaws.
2.07 VOTING LISTS
The officer or agent having charge of the share transfer
books for the shares of the Corporation shall make, at least ten
(10) days before each meeting of shareholders, a complete list of
the shareholders entitled to vote at such meeting or any
adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for
a period of ten (10) days prior to such meeting, shall be kept on
file at the registered office of the Corporation and shall be
subject to inspection by any shareholders at any time during
usual business hours. Such list shall also be produced and kept
open at the time and place of the meeting and shall be subject to
the inspection of any shareholder during the whole time of the
meeting. The original share transfer books shall be prima-facie
evidence as to who are the shareholders entitled to examine such
list or transfer books or to vote at any meeting of shareholders.
2.08 ACTION BY CONSENT OF SHAREHOLDERS
In lieu of a formal meeting, action may be taken by written
consent of such number of the shareholders as is required by
either State law or the Corporation's Bylaws for passage of such
corporate action.
ARTICLE III
DIRECTORS
---------
3.01 BOARD OF DIRECTORS
The business and affairs of the Corporation shall be managed
by a Board of Directors. Directors need not be residents of the
State of Nevada or shareholders in the Corporation.
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<PAGE>
3.02 NUMBER AND ELECTION OF DIRECTORS
The number of directors shall be not less than one (1) nor
more than nine (9). The number of directors constituting the
board shall be fixed from time to time by the Directors provided
that the number may be increased or decreased from time to time
by an amendment to these ByLaws, but no decrease shall have the
effect of shortening the term of any incumbent director. At each
annual election the shareholders shall elect directors to hold
office until the next succeeding annual meeting.
3.03 VACANCIES
Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of the remaining directors, though
less than a quorum of the Board. A director elected to fill a
vacancy shall be elected for the unexpired term of his
predecessor in office. Any directorship to be filled by reason
of an increase in the number of directors shall be filled by
election at an annual meeting or at a special meeting of
shareholders called for that purpose.
3.04 QUORUM OF DIRECTORS
A quorum for purposes of all Board meetings and the
transaction of business thereat shall consist of a majority of
the Directors, at least one of which must be either Cheng Chung
Hing, Ricky or Cheng Tai Po (provided that either of such persons
is at that time a director of the Corporation) present in person
or represented by their designee. The act of the majority of the
directors present at a meeting at which a quorum is present shall
be the act of the Board of Directors.
3.05 ANNUAL MEETING OF DIRECTORS
Within thirty (30) days after each annual meeting of
shareholders, the Board of Directors elected at such meeting
shall hold an annual meeting at which they shall elect officers
and transact such other business as shall come before the
meeting.
3.06 REGULAR MEETING OF DIRECTORS
A regular meeting of the Board of Directors may be held at
such time as shall be determined from time to time by resolution
of the Board of Directors.
3.07 SPECIAL MEETINGS OF DIRECTORS
The secretary shall call a special meeting of the Board of
Directors whenever requested to do so by the President or by two
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<PAGE>
directors. Such special meeting shall be held at the time
specified in the notice of meeting.
3.08 PLACE OF DIRECTORS MEETINGS
All meetings of the Board of Directors (annual, regular or
special) shall be held either at the principal office of the
Corporation or at such other place, either within or without the
State of Nevada, as shall be specified in the notice of meeting.
3.09 NOTICE OF DIRECTORS MEETINGS
All meetings of the Board of Directors (annual, regular or
special) shall be held upon five (5) days written notice stating
the date, place and hour of meeting delivered to each director
either personally or by mail or at the direction of the president
or the secretary or the officer or person calling the meeting.
In any case where all of the directors execute a waiver of
notice of the time and place of meeting, no notice thereof shall
be required, and any such meeting (whether annual, regular or
special) shall be held at the time and at the place (either
within or without the State of Nevada) specified in the waiver of
notice. Attendance of a director at any meeting shall constitute
a waiver of notice of such meeting, except where the directors
attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not
lawfully called or convened.
Neither the business to be transacted at, nor the purpose
of, any annual, regular or special meeting of the Board of
Directors need be specified in the notice or waiver of notice of
such meeting.
3.10 COMPENSATION
Directors, as such, shall not receive any stated salary for
their services, but by resolution of the Board of Directors a
fixed sum and expenses of attendance, if any, may be allowed for
attendance at each annual, regular or special meeting of the
Board, provided, that nothing herein contained shall be construed
to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
3.11 ACTION BY CONSENT OF DIRECTORS
In lieu of a formal meeting, action may be taken by written
consent of such number of the directors as is required by either
State law or the Corporation's Bylaws for passage of such corporate
action.
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<PAGE>
3.12 COMMITTEES
The board of directors may, by resolution passed by a
majority of the whole board, designate an executive committee and
one or more other 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.
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 making, altering or repealing any bylaw
of the Corporation; electing or appointing any director, or
removing any officer or director; submitting to shareholders any
action that requires shareholders' approval; or amending or
repealing any resolution theretofore adopted by the board which
by its terms is amendable or repealable only by the board. 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. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when
required.
ARTICLE IV
OFFICERS
----------
4.01 OFFICERS ELECTION
The officers of the Corporation shall consist of a
president, one or more vice presidents, a secretary, and a
treasurer. The board of directors may also choose, at its
discretion, a Chairman of the Board, one or more assistant
secretaries and one or more assistant treasurers. All such
officers shall be elected at the annual meeting of the Board of
Directors provided for in Article III, Section 5. If any office
is not filled at such annual meeting, it may be filled at any
subsequent regular or special meeting of the Board. The Board of
Directors at such annual meeting, or at any subsequent regular or
special meeting may also elect or appoint such other officers and
assistant officers and agents as may be deemed necessary. Any
two or more offices may be held by the same person, except the
offices of president and secretary.
All officers and assistant officers shall be elected to serve
until the next annual meeting of directors (following the next annual
meeting of shareholders) or until their successors are
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<PAGE>
elected; provided, that any officer or assistant officer
elected or appointed by the Board of Directors may be removed
with or without cause at any regular or special meeting of the
Board whenever in the judgment of the Board of Directors the best
interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if
any, of the person so removed. Any agent appointed shall serve
for such term as shall be specified, subject to like right of
removal by the Board of Directors.
4.02 VACANCIES
If any office becomes vacant for any reason, the vacancy may
be filled by the Board of Directors.
4.03 POWER OF OFFICERS
Each officer shall have, subject to these ByLaws, in
addition to the duties and powers specifically set forth herein,
such powers and duties as are commonly incident to his office and
such duties and powers as the Board of Directors shall from time
to time designate. All officers shall perform their duties
subject to the directions and under the supervision of the Board
of Directors. The president may secure the fidelity of any and
all officers by bond or otherwise.
4.04 PRESIDENT
The president, or such other person as the Board of
Directors may appoint, shall be the chief executive officer of
the Corporation. He shall preside at all meetings of the
directors and shareholders. He shall see that all orders and
resolutions of the Board are carried out, subject however, to the
right of the directors to delegate specific powers, except such
as may be by statute exclusively conferred on the president, to
any other officers of the Corporation.
He or any vice president shall execute bonds, mortgages and
other instruments requiring a seal, in the name of the
Corporation, and, when authorized by the Board, he or any vice
president may affix the seal to any instrument requiring the
same, and the seal when so affixed shall be attested by the
signature of either the secretary or an assistant secretary. He
or any vice president shall sign certificates of stock.
The president shall be ex-officio a member of all standing
committees.
He shall submit a report of the operations of the
Corporation for the year to the directors at their meeting next
preceding the
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<PAGE>
annual meeting of the shareholders and to the
shareholders at their annual meeting.
4.05 VICE PRESIDENT
The vice president shall, in the absence or disability of
the president, perform the duties and exercise the powers of the
president, and they shall perform such other duties as the Board
of Directors shall prescribe.
4.06. SECRETARY AND ASSISTANT SECRETARIES
The secretary shall attend all meetings of the Board and all
meetings of the shareholders and shall record all votes and the
minutes of all proceedings 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 shareholders and all meetings
of the Board of Directors and shall perform such other duties as
may be prescribed by the Board. He shall keep in safe custody
the seal of the Corporation, and when authorized by the Board,
affix the same to any instrument requiring it, and when so
affixed, it shall be attested by his signature or by the
signature of an assistant secretary.
The assistant secretary shall, in the absence or disability
of the secretary, perform the duties and exercise the powers of
the secretary, and they shall perform such other duties as the
Board of Directors shall prescribe.
In the absence of the secretary or an assistant secretary,
the minutes of all meetings of the Board and shareholders shall
be recorded by such person as shall be designated by the
president or by the Board of Directors.
4.07 TREASURER AND ASSISTANT TREASURERS
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.
The treasurer shall disburse the funds of the Corporation as
may be ordered by the Board of Directors, taking proper vouchers
for such disbursements. He shall keep and maintain the
Corporation's books of account and shall render to the president
and directors an account of all of his transactions as treasurer
and of the financial condition of the Corporation and exhibit his
books, records and accounts to the president or directors at any
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<PAGE>
time. He shall disburse funds for capital expenditures as
authorized by the Board of Directors and in accordance with the
orders of the president, and present to the president for his
attention any requests for disbursing funds if in the judgment of
the treasurer any such request is not properly authorized. He
shall perform such other duties as may be directed by the Board
of Directors or by the president.
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 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.
The assistant treasurers in the order of their seniority
shall, in the absence or disability of the treasurer, perform the
duties and exercise the powers of the treasurer, and they shall
perform such other duties as the Board of Directors shall
prescribe.
ARTICLE V
CERTIFICATES OF STOCK: TRANSFER, ETC.
-------------------------------------
5.01 CERTIFICATES OF STOCK
The certificates for shares of stock of the Corporation
shall be numbered and shall be entered in the Corporation as they
are issued. They shall exhibit the holder's name and number of
shares and shall be signed by the president or a vice president
and the secretary or an assistant secretary or if the Board of
Directors determines, by any one of the afore named officers and
shall be sealed with the seal of the Corporation or a facsimile
thereof. If the Corporation has a transfer agent or a registrar,
other than the Corporation itself or an employee of the
Corporation, the signatures of any such officer may be facsimile.
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 said certificate or certificates
shall have been issued, such certificate may nevertheless be
issued by the Corporation with the same effect as though the
person or persons who signed such certificates or whose facsimile
signature or signatures shall have been used thereon had been
such officer or officers at the date of its issuance.
Certificates shall be in such form as shall in conformity to law
be prescribed from time to time by the Board of Directors.
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<PAGE>
The Corporation may appoint from time to time transfer
agents and registrars, who shall perform their duties under the
supervision of the secretary.
5.02 TRANSFERS OF SHARES
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.
5.03 REGISTERED SHAREHOLDERS
The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact
thereof and, accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by law.
5.04 LOST CERTIFICATE
The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or
certificates theretofore 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 to be lost.
When authorizing such issue of a new certificate or certificates,
the Board of Directors in its discretion and as a condition
precedent to the issuance thereof, may 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 or to give the corporation a bond with surety and in form
satisfactory to the Corporation (which bond shall also name the
Corporation's transfer agents and registrars, if any, as
obligees) in such sum as it may direct as indemnity against any
claim that may be made against the Corporation or other obligees
with respect to the certificate alleged to have been lost or
destroyed, or to advertise and also give such bond.
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<PAGE>
ARTICLE VI
DIVIDEND
----------
6.01 DECLARATION
The Board of Directors may declare at any annual, regular or
special meeting of the Board and the Corporation may pay,
dividends on the outstanding shares in cash, property or in the
shares of the Corporation to the extent permitted by, and subject
to the provisions of, the laws of the State of Nevada.
6.02 RESERVES
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 fund 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 abolish any such reserve in
the manner in which it was created.
ARTICLE VII
MISCELLANEOUS
-------------
7.01 INFORMAL ACTION
Any action required to be taken or which may be taken at a
meeting of the shareholders, directors or members of the
executive committee, may be taken without a meeting if a consent
in writing setting forth the action so taken shall be signed by
such number of the shareholders, directors, or members of the
executive committee as is required by law, as the case may be,
entitled to vote with respect to the subject matter thereof, and
such consent shall have the same force and effect as a vote of
the shareholders, directors, or members of the executive
committee, as the case may be, at a meeting of said body.
7.02 SEAL
The corporate seal shall be circular in form and shall
contain the name of the Corporation, the year of its
incorporation and the words "NEVADA", and "CORPORATE SEAL". The
seal may be used by causing it or a facsimile to be impressed or
affixed or in any other manner reproduced. The corporate seal
may be altered by order of the Board of Directors at any time.
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<PAGE>
7.03 CHECKS
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.
7.04 FISCAL YEAR
The fiscal year of the Corporation shall begin on the first
day of April in each and every year.
7.05 DIRECTORS ANNUAL STATEMENT
The Board of Directors shall present at each annual meeting
of shareholders a full and clear statement of the business and
condition of the Corporation.
7.06 AMENDMENTS
These ByLaws may be altered, amended or repealed in whole or
in part by the affirmative vote of the Board of Directors.
ARTICLE VIII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
-----------------------------------------
8.01 RIGHT TO INDEMNIFICATION
Each person who was or is made a party or is threatened to
be made a party to or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact
that he or she is or was a director, officer, employee or agent
of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit
plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest
extent authorized by Section 78.751 of the Nevada Revised
Statutes, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to
provide prior to such amendment), against all expense, liability
and loss (including attorneys fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as
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to an indemnitee who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the indemnitee's heirs,
executors and administrators; provided, however, that except as
provided in Section 2 hereof with respect to proceedings to
enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or
part thereof) initiated by indemnitee only if such proceeding (or
part thereof) was authorized by the Board of Directors of the
Corporation. The right to indemnification conferred in this
Section shall be a contract right and shall include the right to
be paid by the Corporation the expenses incurred in defending any
such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, if Nevada law
requires, an advancement of expenses incurred by an indemnitee in
his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee
benefit plan) shall be made only upon delivery to the Corporation
of an undertaking (hereinafter an "undertaking"), by or on behalf
of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which
there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be
indemnified for such expenses under this Section or otherwise.
8.02 RIGHT OF INDEMNITEE TO BRING SUIT
If a claim under Section 1 of this Article is not paid in
full by the Corporation within sixty days after a written claim
has been received by the Corporation, except in the case of a
claim for an advancement of expenses, in which case the
applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim. If successful in whole or in part in
any such suit, or in a suit brought by the Corporation to recover
an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. In (i) any suit
brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce
a right to an advancement of expenses) it shall be a defense
that, and (ii) in any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking
the Corporation shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met the
applicable standard of conduct set forth in Section 78.751 of the
Nevada Revised Statutes. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or
its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee
is proper in the circumstances
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because the indemnitee has met the applicable standard of conduct set
forth in Section 78.751 of the Nevada Revised Statutes nor an actual
determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the indemnitee has
not met such applicable standard of conduct, shall create a presumption
that the indemnitee has not met the applicable standard of
conduct, or, in the case of such suit brought by the indemnitee,
be a defense to such suit. In any suit brought by the indemnitee
to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking,
the burden of proving that the indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under this
Article or otherwise shall be on the Corporation.
8.03 NON-EXCLUSIVITY OF RIGHTS
The rights to indemnification and to the advancement of
expenses conferred in this Article shall not be exclusive of any
other right which any person may have or hereafter acquire under
any statute, the Corporation's certification of incorporation,
bylaw, agreement, vote of stockholders or disinterested directors
or otherwise.
8.04 INSURANCE
The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability
or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss
under Nevada law.
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