<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period Commission file number 0-16416
ended JULY 31, 1996
ELECTROPURE, INC.
(FORMERLY, HOH WATER TECHNOLOGY CORPORATION)
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0056212
- ---------------------------------- -------------------
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
23251 Vista Grande, Suite A, Laguna Hills, California 93653
- ----------------------------------------------------- ------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 770-9187
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
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(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ].
At August 28, 1996, 1,896,070 shares of the Registrant's stock were
outstanding.
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1
<PAGE> 2
ELECTROPURE, INC.
(Formerly, HOH Water Technology Corporation)
BALANCE SHEETS
<TABLE>
<CAPTION>
October 31, July 31,
1995 1996
---------- ----------
(Unaudited)
<S> <C> <C>
Assets
- ------
Current assets:
Cash $ 3,743 $ 967
Receivables:
Trade accounts 7,278 7,278
Due from related parties 81,198 79,098
Allowance for doubtful receivables (84,480) (84,480)
-------- ---------
3,996 1,896
Total Current Assets $ 7,739 $ 2,863
-------- --------
Propery and equipment, at cost:
Office equipment -- 539
-------- --------
-- 539
Less accumulated depreciation and amortization -- 22
-------- --------
-- 517
Total Assets $ 7,739 $ 3,380
======== ========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 3
ELECTROPURE, INC.
(Formerly, HOH Water Technology Corporation)
BALANCE SHEETS
<TABLE>
<CAPTION>
October 31, July 31,
1995 1996
----------- ------------
(Unaudited)
<S> <C> <C>
Liabilities and Stockholders' Equity (Deficiency)
- -------------------------------------------------
Current liabilities:
Notes payable to stockholders $ 14,304 $ 15,378
Accounts payable 158,207 158,207
Accrued liabilities 2,828 1,741
Allowance for loss on lawsuit settlements 23,331 23,331
------------ ------------
Total current liabilities 198,670 198,658
Litigation, claims, commitments and contingencies
Redeemable convertible preferred stock, $.01 assigned par
value. Authorized 2,600,000 shares; issued and outstanding
2,600,000 shares in 1995 and 1996 26,000 26,000
Stockholders' deficit:
Common stock, $.01 assigned par value. Authorized 20,000,000
shares; 1,797,910 shares issued and 1,757,910 shares
outstanding in 1995; 1,936,070 shares issued and 1,896,070
shares outstanding in 1996 175,791 18,961
Class B common stock, $.01 assigned par value. Authorized
83,983 shares; issued and outstanding 83,983 shares in
1995 and 1996 8,398 840
Additional paid-in capital 15,485,809 15,812,369
Deficit accumulated in the development stage (15,734,163) (15,900,682)
Notes receivable on common stock (152,766) (152,766)
------------ ------------
(216,931) (221,278)
------------ ------------
Total Liabilities and Stockholders' Equity (Deficiency) $ 7,739 $ 3,380
============ ============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 4
ELECTROPURE, INC.
(Formerly, HOH Water Technology Corporation)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
July 31, July 31,
------------------------ -------------------------
1995 1996 1995 1996
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
License fees received $ 8,250 $ 5,500 $ 63,550 $ 29,969
--------- --------- --------- ---------
Costs and expenses:
General and administrative 16,893 71,673 32,481 119,127
--------- --------- --------- ---------
16,893 71,673 32,481 119,127
--------- --------- --------- ---------
Loss from operations (8,643) (66,173) 31,069 (89,158)
--------- --------- --------- ---------
Other income and (expense):
Interest expense (325) (358) (975) (1,074)
Financing costs -- (76,287) (41,070) (76,287)
Patent litigation rights -- -- (74,375) --
Miscellaneous income (expense) -- -- -- --
--------- --------- --------- ---------
(325) (76,645) (116,420) (77,361)
--------- --------- --------- ---------
Net loss $ (8,968) $(142,818) $ (85,351) $(166,519)
========= ========= ========= =========
Net income (loss) per share of common stock $ (0.01) $ (0.09) $ (0.05) $ (0.10)
--------- --------- --------- ---------
Weighted average common shares outstanding 1,591,803 1,667,110 1,591,803 1,667,110
========= ========= ========= =========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 5
ELECTROPURE, INC.
(Formerly, HOH Water Technology Corporation)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(Unaudited)
<TABLE>
<CAPTION>
Common Stock Class B Common Stock
-------------------------------- -----------------------------
Amount Amount
Number ------------------ Number ----------------
of Per of Per
shares share Total shares share Total
---------- ----- -------- --------- ----- --------
<S> <C> <C> <C> <C> <C> <C>
Balance at October 31, 1995 17,579,097 $ -- $175,791 $ 839,825 $ -- $ 8,398
Issuance of common stock on
exercise of options 5,000 0.05 50 -- -- --
exercise of options 83,130 0.15 831 -- -- --
exercise of options 45,832 0.20 458 -- -- --
Issuance of common stock for cash 200,000 0.20 2,000 -- -- --
Issuance of common stock for
services rendered 200,000 0.12 2,000 -- -- --
Issuance of common stock for
conversion of debt 847,636 0.09 8,476 -- -- --
Reverse Stock Split (one-for-ten) (17,064,625) -- (170,646) (755,842) -- (7,558)
Net Loss -- -- -- -- -- --
----------- -------- --------- -------
Balance at July 31, 1996 1,896,070 $ 18,961 $ 83,983 -- $ 840
=========== ======== ========= =======
</TABLE>
<TABLE>
<CAPTION>
Deficit
Notes accumulated
Additional receivable in the
paid-in on common development
capital stock stage
----------- ---------- ------------
<S> <C> <C> <C>
Balance at October 31, 1995 $15,485,809 $(152,766) $(15,734,163)
Issuance of common stock on
exercise of options 200 -- --
exercise of options 11,638 -- --
exercise of options 8,708 -- --
Issuance of common stock for cash 38,000 -- --
Issuance of common stock for
services rendered 22,000 -- --
Issuance of common stock for
conversion of debt 67,811 -- --
Reverse Stock Split (one-for-ten) 178,203 -- --
Net Loss -- -- (166,519)
----------- --------- ------------
Balance at July 31, 1996 $15,812,369 $(152,766) $(15,900,682)
=========== ========= ============
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 6
ELECTROPURE, INC.
(Formerly, HOH Water Technology Corporation)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended July 31,
---------------------------
1995 1996
--------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(85,351) $(166,519)
-------- ---------
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 918 22
Financing costs related to issuance of warrants 41,070 --
Financing costs related to issuance of common stock -- 76,287
Change in assets and liabilities, net of noncash transactions:
Decrease (increase) in receivables (3,200) 2,100
Decrease (increase) in other assets 4,500 (539)
Increase (decrease) in accounts payable and accrued expenses (32,483) (1,087)
Increase in interest payable, net -- 1,074
-------- ---------
Total adjustments 10,805 77,857
-------- ---------
Net cash used in operating activities (74,546) (88,662)
Cash flows from investing activities: None
Cash flows from financing activities:
Proceeds from issuance of common stock 74,375 85,886
-------- ---------
Net cash provided by financing activities 74,375 85,886
-------- ---------
Net increase (decrease) in cash (171) (2,776)
Cash (overdraft) at beginning of period 370 3,743
-------- ---------
Cash (overdraft) at end of period $ 199 $ 967
======== =========
</TABLE>
See accompanying notes to financial statements.
6
<PAGE> 7
ELECTROPURE, INC.
(Formerly, HOH Water Technology Corporation)
Notes to Condensed Financial Statements
July 31, 1996
(Unaudited)
(1) Interim Financial Statements
The accompanying unaudited condensed financial statements include all
adjustments which management believes are necessary for a fair
presentation of the results of operations for the periods presented,
except those which may be required to adjust assets and liabilities to
the net realizable value should the Company not be able to continue
operations. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. It is
suggested that the accompanying condensed financial statements be read
in conjunction with the Company's audited financial statements and
footnotes as of and for the year ended October 31, 1995.
In May, 1996, the Company's shareholders approved amendments to the
Articles of Incorporation which provided for a corporate name change
to "Electropure, Inc." and a one-for-ten reverse stock split of its
Class A and Class B common stock. Such name change and reverse stock
split became effective on July 25, 1996 at which time the Company's
trading symbol on the over-the-counter market was changed to "ELTP".
Liquidity
---------
As of July 31, 1996, the Company had current liabilities in excess of
current assets of $195,795, a deficit accumulated during the
development stage of $15,900,682 and a stockholders' deficit of
$221,278. The Company has never generated a positive cash flow from
operations and, as a result of a severe lack of working capital, in
January, 1992 was forced to suspend operations while it sought
additional financing. In May, 1992, HOH entered into a Letter of
Intent with Panning Enterprises, Inc. (formerly Electropure, Inc.), a
California corporation, to grant an exclusive license to manufacture
and market the Company's patented Electropure ("EDI") technology.
From May, 1992, since entering into such license relationship, through
October 31, 1995, the Company has funded its working capital needs
from license fees paid by Panning Enterprises totaling $369,995.
During the nine months ended July 31, 1996, the Company received an
additional $29,969 in license fees and the Company also received net
proceeds of $21,886 from the exercise of 133,962 warrants to purchase
common stock at prices ranging from $0.05 to $0.20 per share. During
the period, the Company also received $40,000 in net proceeds from the
sale of 200,000 shares of common stock at $0.20 per share.
The one-for-ten reverse stock split effected by the Company on July
25, 1996, resulted in a reduction in capital stock as of such date in
the amount of $170,646 for Class A common shares and $7,558 for Class
B common shares and an increase of $178,203 in additional paid-in
capital.
7
<PAGE> 8
ELECTROPURE, INC.
(Formerly, HOH Water Technology Corporation)
Notes to Condensed Financial Statements
July 31, 1996
(Unaudited)
(2) Due from Related Parties
The Company has balances remaining due, including interest, on notes
receivable from related parties. The balance includes net amounts
remaining on a $30,000 loan made to a former shareholder and an
$80,000 loan made to a corporation whose significant stockholder was
James E. Cruver, a former officer and director of HOH. The Company
received partial payments representing principal and/or interest on
these loans, however, due to the fact that they are significantly past
due and the uncertainty of when or if they will be collected, interest
income was not being recognized until received and the balances at
July 31, 1996 are offset by an allowance for doubtful accounts.
A total of $23,763 remains due as of July 31, 1996 from former
officers and directors, Harry M. O'Hare, Sr. and David C. Kravitz.
Such amount is secured by 37,565 shares of the Company's common stock
resulting in an unsecured receivable in the amount of $17,978, which
has been offset by an allowance for doubtful accounts.
As of July 31, 1996, there remained $200 principal due and owing from
the current officer of the Company on a $5,000 loan made during fiscal
1995 at 6% simple interest.
(3) Inventory
Inventory, stated at the lower of cost (determined using the first in,
first out method) or replacement market, consists of components for
water purification systems. As of October 31, 1994, the Company had
sold all of its inventory.
(4) Commitments and Contingencies
The original cost and accumulated depreciation of assets at July 31,
1996 is as follows.
Furniture and fixtures $539
Less accumulated depreciation and amortization 22
----
$517
====
Commitments
-----------
In June, 1992, the Company entered into a sub-lease with Panning
Enterprises for the rental of space at its current location in Laguna
Hills, California. The Company paid $500 per month through July, 1995
pursuant to such sub-lease agreement, which includes the use of all
utilities, equipment and facilities on the premises. Since August 1,
1995, the Company has occupied the premises on a rent-free basis
pursuant to an amendment to the license agreements with Panning
8
<PAGE> 9
ELECTROPURE, INC.
(Formerly, HOH Water Technology Corporation)
Notes to Condensed Financial Statements
July 31, 1996
(Unaudited)
Enterprises. Consequently, the Company had no sub-lease expense for the
fiscal period ended July 31, 1996.
(5) Stockholders' Deficit
Common Stock Activity
---------------------
Between November 1, 1995 and July 31, 1996, the Company received $21,886
in net proceeds from the exercise of 113,962 warrants to purchase common
stock at prices ranging from $0.05 to $0.20 per share.
In February, 1996, the Company sold 200,000 shares of common stock to
two individuals in a private placement offering at $0.20 per share,
resulting in net proceeds to the Company in the sum of $40,000.
Pursuant to provisions of the July, 1992 agreements with Panning
Enterprises, the Company issued 847,636 shares of common stock at $0.09
per share to four individuals to convert a total of $76,287 in loans and
interest accrued thereon, resulting in a $76,287 finance expense for the
period. The Company has also agreed to issue additional common shares
at prices ranging from $0.06 to $0.09 per share to two individuals in
exchange for the cancellation of $100,000 and $107,000 in notes payable.
Such issuances will be made in the fourth quarter of 1996 and the
resulting expense to the Company will be reflected in its financial
statements for the year ended October 31, 1996.
Also in February, 1996, the Company issued 200,000 shares of common
stock for services rendered by a company for a business plan. The
transaction resulted in an increase in common stock and additional paid
in capital and a $24,000 general and administrative expense.
Option and Warrant Activity
---------------------------
Between December, 1995 and January, 1996, the Company issued 25,000
one-year warrants to purchase common stock at $0.05 per share. Such
warrants were issued pursuant to the agreements with Panning Enterprises
as partial consideration for $50,000 in loans made to that company.
On February 23, 1996, the Company and its licensee, Panning Enterprises,
entered into a Convertible Loan agreement with a shareholder in both
entities, whereby Panning Enterprises was loaned the sum of $500,000 for
a period of two years at 10% interest. As additional consideration for
the loan, the Company has granted the lender a first security interest
in all of the Company's patents and future patents during the term that
the loan remains outstanding. As further consideration for the loan,
the Company granted the lender 300,000 five-year warrants to purchase
9
<PAGE> 10
ELECTROPURE, INC.
(Formerly, HOH Water Technology Corporation)
Notes to Condensed Financial Statements
July 31, 1996
(Unaudited)
Common Stock at $2.25 per share. No adjustment in the number or
exercise price of such warrants will be made pursuant to the one-for-
ten reverse stock split which the Company's shareholders effected in
July, 1996. See Part I - "Plan of Operation."
(6) Net Loss per Share of Common Stock
Net loss per share of common stock is based on the weighted average
number of shares outstanding during each of the respective periods. No
effect has been given to common stock equivalents as the effect to loss
per share would be anti-dilutive.
(7) Subsequent Events
In August, 1996, the Company initiated a private placement offering (the
"Offering") of up to 40 Units for $25,000 per Unit, each unit consisting
of 10,000 shares of common stock and 10,000 redeemable Class A Warrants
to purchase common stock at $3.50 per share until August 1, 1998. Such
Warrants are redeemable by the Company at $0.05 per Warrant at any time
after August 1, 1997 if the bid price of the Company's common stock
exceeds $4.00 per share for any thirty consecutive business days. The
Offering is scheduled to expire on September 30, 1996 and may be
extended at the option of the Company's Board of Directors. The Company
has received verbal commitments to purchase Units under the Offering and
expects to receive subscriptions for same within the next several weeks.
PART I
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Results of Operations
---------------------
References to 1995 and 1996 are for the nine months ended July 31, 1995
and 1996, respectively.
License fees received for fiscal 1996 decreased by $33,581 compared to
1995. However, the Company received $40,000 and $21,886 in proceeds
from the sale of common stock and upon the exercise of warrants,
respectively. Consequently, the obligation of Panning Enterprises to
pay all necessary expenses was decreased significantly for the period.
General and administrative expenses for fiscal 1996 increased by $86,646
as compared to fiscal 1995. The increase is due to an increase in legal
and accounting expenses and for outside services for the 1996 period
combined with the fact that Company wrote off $33,815 in accrued payable
during the 1995 fiscal period.
10
<PAGE> 11
ELECTROPURE, INC.
(Formerly, HOH Water Technology Corporation)
Notes to Condensed Financial Statements
July 31, 1996
(Unaudited)
Financing costs for fiscal 1996 increased by $35,217 as compared to
fiscal 1995, due to the expense of issuing 847,636 common shares in
exchange for loans made by investors in the Company's licensee, Panning
Enterprises.
Patent litigation rights for 1995 was $74,375 as compared to no activity
for 1996. This expense resulted from an agreement to pay the Company's
licensee the proceeds from certain warrant exercises and stock purchases
during 1995 in exchange for a portion of such licensee's rights to any
recovery in the patent infringement action being litigated by the
parties.
No additional provision for loss on lawsuit settlement has been made in
fiscal 1996 as the Company believes that adequate provision has been
made to settle pending lawsuits.
Loss before extraordinary item of $166,519 for fiscal 1996 represents an
increase of $81,168 from the prior year level. This is primarily due to
increases in general administrative expense and financing costs related
to the issuance of common stock.
Liquidity and Capital Resources
-------------------------------
At July 31, 1996, the Company had a working capital deficit (total
current assets less total current liabilities) of $195,795, representing
a decrease of $209,621 from the prior year period, primarily as a result
of writing off over $244,000 in accrued liabilities in the fourth
quarter of fiscal 1995. All funds have been exhausted and the Company
is currently reliant upon license fees from Panning Enterprises for its
working capital requirements. The Company believes, however, that
sufficient working capital is readily available from its licensee to
cover the Company's current administrative-only operations for the next
several months. See Part I - "Plan of Operation".
During fiscal 1995, the Company received $72,550 in license fees and
realized net proceeds of $68,125 on the exercise of 1,362,500 warrants
at $0.05 per share. During the nine months ended July 31, 1996, the
Company received an additional $29,969 in license fees from Panning
Enterprises and had received net proceeds of $40,000 and $21,886 from
the sale of common stock and from the exercise of warrants to purchase
common stock, respectively.
No assurances can be given that the Company will obtain any significant
revenues from sales or that the Company can obtain additional working
capital through the sale of Common Stock, the sale of other securities,
the issuance of indebtedness or otherwise or on terms acceptable to the
Company. Further, no assurances can be given that any such equity
financing will not result in a further dilution to the existing
shareholders.
11
<PAGE> 12
ELECTROPURE, INC.
(Formerly, HOH Water Technology Corporation)
Notes to Condensed Financial Statements
July 31, 1996
(Unaudited)
Plan of Operation
-----------------
In May, 1995, the Company and its licensee, Panning Enterprises
(formerly, Electropure, Inc.), entered into a Technology License
Agreement with Polymetrics, Inc. Such agreement is similar to the
license agreement entered into with Glegg Water Conditioning in fiscal
1994, wherein Polymetrics was granted a non-exclusive worldwide license
to use and commercially exploit the Electropure ("EDI")
electrodeionization technology owned by the Company.
The Company is currently negotiating with its licensee, Panning
Enterprises, Inc. (formerly, Electropure, Inc.) to reacquire the rights
licensed to it in May, 1992 in exchange for the issuance of certain
common stock in an amount equal to the original purchase price of
$2,750,000 and up to $35,000 (plus accrued interest) in loans made to
the licensee by various individuals. Such common stock is planned to be
issued in four increments as follows:
1. Shares with an aggregate value of $725,000 to be issued at
$2.30 per share (Market Value on the date upon which the
Company's shareholders approved the one-for-ten reverse stock
split of its outstanding classes of Common Stock);
2. Shares with an aggregate value of up to $725,000, $700,000 and
$600,000 to be issued at Market Value upon the Common Stock
of the Company first having a per share Market Value for
thirty consecutive trading days equal to or in excess each
of $3.75, $5.00 and $7.00 per share, respectively.
Generally, Market Value per share of Common Stock of the Company shall
be the mean of the last reported bid and asked prices reported by the
Electronic Bulletin Board or National Quotation Bureau, Inc. on each
trading day.
The Company will grant a security interest in all of its patents,
current and future, until all of the above shares have been issued.
Such security interest will be subordinate to a security interest
granted to the individual who loaned Electropure $500,000 in February,
1996. See Note (5) - "Stockholders' Deficit - Option and Warrant
Activity".
Once the licensed rights are reacquired, Electropure will return all
assets leased to it by the Company, including all cash reserves and will
dissolve its operations. The Company intends to hire Electropure's
current management as well as its technical and clerical staff. The
Company believes that, during the period that Electropure has been in
existence, it has established a good reputation in the business
community and its name has become associated with the Company's EDI
product. For this reason, the Company has received approval from
shareholders and, effective July 25, 1996,
12
<PAGE> 13
ELECTROPURE, INC.
(Formerly, HOH Water Technology Corporation)
Notes to Condensed Financial Statements
July 31, 1996
(Unaudited)
has changed its corporate name to Electropure, Inc. in order to
capitalize on the good will which Electropure has established in the
business community.
During the license relationship with Electropure, Inc. and until the
licensed rights are reacquired, the Company's primary operations have
been and will continue to be solely administrative. Once the Company
has reacquired the licensed rights, it intends to initiate operations
with a view toward implementing a production and marketing program.
However, no assurances can be given that production and sales will begin
in significant quantities since such sales may be dependent on obtaining
additional working capital through the sale of common stock or other
securities.
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," which
adopts significant changes that apply to all taxable companies.
Although the ultimate impact is unknown, it is the opinion of the
Company's management that adoption of this Statement will not have a
material effect on financial results in the year of adoption. The
Company adopted the new Standard for the fiscal year beginning November
1, 1993.
PART II - OTHER INFORMATION
Item 1.
In April, 1996, the Company and its licensee settled the 1993 lawsuit
brought against Millipore and its licensee, Ionpure Technologies, for
infringement of HOH's EDI patent. While, the terms of the license
(issued to Millipore) and settlement are confidential, Millipore and US
Filter/Ionpure agreed to the entry of a consent judgment of patent
validity which has been entered by the U.S. District Court for the
Central District (Los Angeles) of California.
In March, 1996, the Company and its licensee, Electropure, Inc., filed a
lawsuit for declaratory judgment to invalidate and hold unenforceable
two patents held by Massachusetts-based Millipore Corporation relating
to electrodeionization technology. The lawsuit was filed in the United
States Central District Court in Los Angeles and alleged that the two
patents covering Millipore's CDI products were each obtained by fraud on
the U.S. Patent Office in that Millipore "misrepresented material facts
to the U.S. Patent and Trademark Office which, if known, would not have
resulted in their issuance [U.S. Patent No. 4,632,745, issued on
December 30, 1986, and U.S. Patent No. 4,925,541, issued on May 15,
1990. The Court had been requested to determine whether Millipore's
conduct posed a reasonable apprehension on the part of the Company and
its customers of threatened patent infringement. In July, 1996, Judge
John Davis rules that there is no threat of patent infringement and,
accordingly, dismissed the lawsuit between the parties.
13
<PAGE> 14
ELECTROPURE, INC.
(Formerly, HOH Water Technology Corporation)
Notes to Condensed Financial Statements
July 31, 1996
(Unaudited)
In December, 1993, a default judgment was rendered against the Company
in the sum of $20,270 for unpaid corporate credit card charges the
majority of which accrued from 1989. The lawsuit was brought in the Los
Angeles County Municipal Court. During the fiscal year ended October
31, 1994, the Company paid $250 on this judgment, however, the Company
has made no arrangements to satisfy this obligation as of this writing.
In June, 1996, the Company negotiated an arrangement with its former
lawfirm to pay $25,000 over a four month period, beginning July 1, 1996,
to settle over $125,000 in accounts payable for past services rendered.
The Company's licensee has agreed to make the payments required by this
agreement.
As disclosed in the Company's Form 10-KSB for the fiscal year ended
October 31, 1995, the Company is party to three other lawsuits claiming
a total of $38,889 of past due payments. The status of these matters
has not materially changed from that which was previously reported and
the Company and its counsel expect the Company to prevail in these
lawsuits.
No assurances can be given as to the ultimate outcome of any such
litigation or legal proceeding.
Item 4. Submission of Matters to a Vote of Security Holders.
The shareholders, by written consent, have approved a name change to
"Electropure, Inc." by a vote of 9,982,310 for and 283,707 against,
and a one-for-ten reverse stock split by a vote of 9,983,080 for and
283,707 against.
Items 2, 3, 5 and 6 omitted as not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, as amended,
the Registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated: August 28, 1996
HOH WATER TECHNOLOGY CORPORATION
By /s/ CATHERINE PATTERSON
----------------------------------------
(Secretary and Chief Financial Officer
with responsibility to sign on behalf of
Registrant as a duly authorized officer
and principal financial officer)
14
<PAGE> 15
ELECTROPURE, INC.
(Formerly, HOH Water Technology Corporation)
INDEX TO EXHIBITS
PAGE
SEQUENTIALLY
NUMBERED
------------
3.1 Articles of Incorporation of the Registrant, as amended
27 Financial Data Schedule
<PAGE> 1
EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
OF
HOH WATER TECHNOLOGY CORPORATION
FLOYD PANNING and CATHERINE PATTERSON certify that:
A. They are the President and the Secretary, respectively, of HOH
WATER TECHNOLOGY CORPORATION., a California corporation.
B. The Articles of Incorporation of the Corporation, as amended to
the date of filing of this Certificate, including amendments set forth herein
but not separately filed (and with the omissions required by Section 910 of the
Corporations Code) are restated as follows:
ONE: The name of the Corporation is ELECTROPURE, INC.
TWO: The purpose of the Corporation is to engage in any lawful
act or activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the trust
company business or the practice of a profession permitted to be incorporated
by the California Corporations Code.
THREE: (a) The Corporation is authorized to issue four classes
of shares designated "Convertible Preferred Stock,""Preferred Stock," "Common
Stock," and "Class B Common Stock, respectively. The number of shares of
Convertible Preferred Stock authorized to be issued is 2,600,000 shares of
$0.01 par value, the number of shares of Preferred Stock authorized to be
issued is 1,000,000 shares, $1.00 par value, the number of shares of Common
Stock authorized to be issued is 20,000,000 shares of $0.01 par value, and the
number of shares of Class B Common Stock authorized to be issued is 83,983
shares of $0.01 par value. The rights, preferences, provisions and
restrictions imposed upon the four classes of shares are set forth in the
succeeding Sections of Article THREE.
Effective upon filing of these Restated Articles of
Incorporation each outstanding shares of Common Stock and Class B Common Stock
shall be reverse split into 1/10 (one-tenth) of a share of Common Stock and
Class B Common Stock, respectively. Any shareholder of the Common Stock or
Class B Common Stock, who, after aggregating all Common Stock and Class B
Common Stock, respectively, owned by such person resulting from such reverse
split would own a fractional share of Common Stock or Class B Common Stock,
respectively, shall have such fractional share rounded up to a whole share of
Common Stock or Class B Common Stock, respectively.
1
<PAGE> 2
(b) Convertible Preferred Stock.
(1) Dividend Rights. The holders of the Convertible
Preferred Stock shall not be entitled to receive dividends. Dividends shall be
paid to the holders of the Common Stock and Class B common Stock subject to the
rights of the holders of Preferred Stock, when and as declared by the Board of
Directors. If the Corporation is required to redeem the Convertible Preferred
Stock pursuant to Articles THREE(b)(3)(i) or THREE(b)(4)(viii) hereof, the
Corporation shall not pay any dividends on the Common Stock or the Class B
Common Stock until all shares of Convertible Preferred Stock is so redeemed.
(2) Liquidation. In the event of a voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, the
holders of the Common Stock, Class B Common Stock and Convertible Preferred
Stock, subject to the rights of the holders of Preferred Stock, shall be
entitled to receive, from the assets of this Corporation, whether such assets
are capital or surplus and out of funds legally available therefore, an equal
amount per share of Common Stock and Convertible Preferred Stock, provided,
however, in no case shall each share of Convertible Preferred Stock receive
more than an amount equal to one Cent ($0.01) per share of Convertible
Preferred Stock and in no case shall each share of Class B Common Stock receive
an amount greater than eighty percent (80%) of the amount each share of Common
Stock receives. A reorganization shall not be considered to be a liquidation,
winding up or dissolution within the meaning of this Section 2 and the Common
Stock, Class B Common Stock and Convertible Preferred Stock shall be entitled
only to the rights provided in the plan of reorganization and Chapters 12 and
13 of the California General Corporation Law and elsewhere herein.
(3) Redemption.
(i) This Corporation shall, on January 31, 1991,
redeem all of the outstanding shares of Convertible Preferred Stock for one Cent
($0.01) per share (the "redemption price"). If redemption cannot occur on
January 31, 1991, because there is not legally available funds to redeem all of
the shares of Convertible Preferred Stock, the shares of Convertible Preferred
Stocks shall be redeemed as soon as possible from legally available funds and
the Corporation shall thereafter redeem as many shares of Convertible Preferred
Stock, on a pro rata basis, each time it has funds legally available until all
shares of Convertible Preferred Stock are redeemed.
(ii) Any share of Convertible Preferred Stock
shall be redeemed by the Corporation out of funds legally available therefor,
at the redemption price of one Cent ($0.01) per share (the "redemption price"),
if any transfer of a share of convertible Preferred Stock is made or attempted
to be made in violation of the provisions of Article THREE (b)(7) hereof. Such
redemption shall be deemed to have occurred simultaneously with such transfer
in violation of the provisions of Article THREE (b)(7) hereof and on and after
such deemed redemption, the shares so redeemed will no longer be outstanding
and the holder thereof shall then have ceased to be a holder of such shares
after such date and shall be entitled only to receive the redemption price
without interest upon surrendering the certificate or certificates representing
the redeemed shares.
(iii) For redemptions pursuant to Article THREE (b)
(3) (i) hereof and Article THREE (b)(4)(viii), the Corporation shall mail a
notice of redemption to each holder of record of
2
<PAGE> 3
the shares of Convertible Preferred stock to be redeemed addressed to the
holder at the address of such holder appearing on the books of the Corporation
or given by the holder to the Corporation for the purposes of notice or, if no
such address appears or is given at the place where the principal executive
office of the Corporation is located, not earlier than sixty (60) days nor
later than thirty (30) days before the date fixed for redemption. The notice
of redemption shall include (I) the identification of the shares to be
redeemed, (II) the date fixed for redemption, (III) the redemption price, and
(IV) the place at which shareholders may obtain payment of the redemption price
upon surrender of their share certificate. If funds are available on the date
fixed for the redemption, then whether or not the share certificates are
surrendered for payment of the redemption price, the shares designated for
redemption shall no longer be outstanding and the holders thereof shall cease
to be shareholders of the Corporation with respect to such shares on and after
the date fixed for redemption and shall be entitled only to receive the
redemption price without interest upon surrender of the certificate or
certificates representing the redeemed shares. If less than all shares
represented by one share certificate are to be redeemed, the Corporation shall
issue a new share certificate for the shares not redeemed.
(4) Conversion.
(i) On or after the time the first condition in
Article THREE (b)(4)(iv) hereof has been determined by the Board of Directors
to have been met (but on or before the Company is required to redeem a share of
Convertible Preferred Stock pursuant to Article THREE (b)(3) hereof), each
share of Convertible Preferred stock will be automatically converted into one
share of Common Stock on the date the Board of Directors issues the "Conversion
Notice" as provided for in Article THREE (b)(4)(vii) hereof. Upon conversion,
no fractional shares of Common Stock shall be issued and the Corporation shall
in lieu thereof pay in cash the fair value of the fractional share. The
Corporation shall reserve and keep reserved out of its authorized but unissued
shares of Common Stock sufficient shares to effect the conversion of all shares
outstanding from time to time. The Corporation shall mail promptly a
Conversion Notice to each record holder of the Convertible Preferred Stock
after the first condition in Article THREE (b)(4)(iv) hereof shall have been
met, informing them that such condition has been met. From and after the date
of any automatic conversion each share of Convertible Preferred Stock shall
represent the number of shares of Common Stock the share of Convertible
Preferred Stock was converted into.
(ii) A holder of a share of Convertible Preferred
Stock desiring to convert and obtain certificates for Common Stock shall
deliver the relevant share certificate or certificates to the Corporation,
accompanied by a written request to convert, specifying the number of shares of
Convertible Preferred Stock to be converted. The endorsement of the share
certificate of Convertible Preferred Stock and the request to convert, if
applicable, shall be in form satisfactory to the Corporation.
(iii) The number of shares of Common Stock into
which the shares of Convertible Preferred Stock may be converted shall be
subject to adjustment from time to time in certain cases as set forth below:
(A) In case the Corporation shall after the
issuance of any shares of Convertible Preferred Stock (i) pay a
dividend in shares of Common Stock or securities convertible or
exchangeable for Common Stock, or (ii) make a distribution in
shares of
3
<PAGE> 4
Common Stock or other securities by way of stock-split, spin-off,
reclassification, combination or subdivision of shares or other
corporate rearrangement, or (iii) be a party to any other event or
transaction, the result of which could be to have an effect
similar to any one or more of the aforesaid, then, and in each
such case, the holder of the shares of Convertible Preferred Stock
shall be entitled to receive upon any conversion of the shares of
Convertible Preferred Stock the kind and number of shares or other
securities which the holder of the shares of Convertible Preferred
Stock would have owned or have been entitled to receive on the
effective date of any of the events described above, had the
shares of Convertible Stock been converted immediately prior to
the effective date of such event or any record date with respect
thereto.
(B) In case of the consolidation or merger
of the Corporation with or into another corporation or the sale or
conveyance of all or substantially all of the assets of the
Corporation to another corporation (any such consolidation,
merger, sale or conveyance is hereinafter referred to as
"Reorganization"), the shares of Convertible Preferred Stock shall
thereafter be convertible into the same kind and amount of
securities (including shares of stock) or other assets, or both,
which were issuable or distributable to the holders of outstanding
shares of Common stock of the Corporation upon such
Reorganization, in respect of that number of shares of Common
Stock into which the shares of Convertible Preferred Stock might
have been converted immediately prior to such Reorganization; and
in any such case, appropriate adjustments (as determined in good
faith by the Board of Directors of the Corporation) shall be made
in the application of the provisions herein set forth with respect
to the rights and interests thereafter of the holder of the shares
of Convertible Preferred Stock, to the end that the provisions set
forth herein shall thereafter be applicable, as nearly as
reasonably may be practicable, in relation to any securities or
other assets thereafter deliverable upon the conversion of the
shares of Convertible Preferred Stock.
(iv) The shares of Convertible Preferred Stock
shall be convertible into Common Stock as provided in Article THREE (b)(4)(i)
hereof upon the first to occur of any of the following events:
(A) The Daily Market Price per share of the
Corporation's Common Stock for thirty (30) consecutive trading
days shall have equaled or exceeded $5.00 per share during the
fiscal year ending October 31, 1988; $6.50 per share during the
fiscal year ending October 31, 1989; or $8.00 per share during the
fiscal year ending October 31, 1990. (The Daily Market Price of
the Company's Common Stock shall he determined by the Company in
the manner set forth in Article THREE (b)(4)(vi) hereof as of the
end of each trading day (or, if no trading occurred in the
Company's Common Stock on such day, as of the end of the
immediately preceding trading day in which trading occurred).
(B) The "Net Earnings Per Share" for the Common
Stock of the Corporation shall equal or exceed $0.41 per share for
the fiscal year ending October 31, 1988; $0.85 per share for the
fiscal year ending October 31, 1989; or $1.36 per share for the
fiscal year ending October 31, 1990. ("Net Earnings Per Share"
shall be computed by dividing the consolidated net income after
taxes, but before any extraordinary earnings or losses, by the
4
<PAGE> 5
number of shares of Common Stock outstanding and the maximum
number which are issuable upon the exercise, conversion or
exchange of all rights, options, warrants or convertible
securities then outstanding (whether or not then exercisable,
convertible or exchangeable), including all shares of Common Stock
issuable upon conversion of the Convertible Preferred Stock or the
Class B Common Stock, at the end of the fiscal year of the
Corporation. For purposes of this computation, the consolidated
net income of the Corporation hall be determined according to
generally accepted accounting principles consistently applied.)
(v) Appropriate adjustment shall be made to the
Daily Market Price Per Share and Net Earnings Per Share as set forth in
Article THREE (b)(4)(iv) hereof to take account of stock dividends, stock
splits, reverse stock splits, recapitalizations, mergers, sales of all or
substantially all of the Company's assets and similar transactions.
(vi) For purposes of Article THREE (b)(4)(iv)(A)
hereof, the term "Daily Market Price" shall mean (x) if the Common Stock is
traded in the over-the-counter market and not in the NASDAQ National Market
System nor on any national securities exchange, the closing bid price of the
Common Stock on the trading day in question, as reported by NASDAQ or an
equivalent generally accepted reporting service, or (y) if the Common Stock is
traded in the NASDAQ National Market System or on a national securities
exchange, the daily per share closing sale price of the Common stock in the
NASDAQ National Market System or on the principal stock exchange on which it
is listed on the trading day in question, as the case may be. For purposes of
clause (x) above, if trading in the Common Stock is not reported by NASDAQ,
the bid price referred to in said clause shall be the lowest bid price as
reported in the "pink sheets" published by National Quotation Bureau,
Incorporated. The closing price referred to in clause (y) above shall be the
last reported sales price or, in case no such reported sale takes place on such
day, the average of the reported closing bid and asked prices, in either case,
in the NASDAQ National Market system or on the national securities exchange on
which the Common Stock is then listed.
(vii) Within sixty (60) days of the date in which
the Board of Directors could first determine whether a condition of Article
THREE (b)(4)(iv) hereof is met, the Board of Directors shall meet to determine
to issue a "Conversion Notice." The Board of Directors shall issue a
Conversion Notice within such sixty (60) day period only if both the following
conditions are met:
(A) The Board of Directors determines that
one of the conditions in Article THREE (b)(4)(iv) hereof has been
met; and
(B) The Board of Directors of the Company
shall have received a favorable report of the Corporation's
independent public accountants that the automatic conversion of
Convertible Preferred Stock into Common Stock will not, under
generally accepted accounting principles or under Regulations S-X
as promulgated by the Securities and Exchange Commission (or any
other public announcement of the Securities and Exchange
Commission) require a charge against the income of the
Corporation.
(viii) Notwithstanding any other provisions of this
Article THREE (b)(4), if the independent public accountants cannot render a
report as provided for in Article THREE
5
<PAGE> 6
(b)(4)(vii)(B) hereof, then all of the outstanding shares of the Convertible
Preferred Stock will not be automatically converted into Common Stock, but
shall instead be redeemed for Ten Cents ($0.10) per share (the "redemption
price") as soon as funds are legally available to consummate such redemption.
If such redemption cannot occur because there is not legally available funds to
redeem all of the share of Convertible Preferred Stock, the shares of
Convertible Preferred Stock shall be redeemed as soon as possible from legally
available funds and the Corporation shall redeem thereafter as many shares of
Convertible Preferred Stock, on a pro rata basis, each time it has funds
legally available until all shares of Convertible Preferred Stock are redeemed.
(5) Voting Rights. The holder of each share of Common
Stock, Class B Common Stock and Convertible Preferred Stock shall be entitled
to vote on all matters and each share of Common Stock shall have one vote per
share, each share of Class B Common Stock shall have eight votes per share, and
each share of Convertible Preferred Stock shall have one vote per share.
Except as otherwise may be required by law and in Article THREE (3)(d)(4)
hereof, the holders of the shares of Common Stock, Class B Common Stock and the
Convertible Preferred Stock shall vote together as one class and not as
separate classes.
(6) Preemptive Right. Except as otherwise specifically
provided herein, no holder of the shares of Convertible Preferred Stock shall
be entitled as of right to subscribe for, purchase, or receive any part of any
new or additional shares of any class, whether now or hereafter authorized, or
of bonds, debentures, or other evidences of indebtedness convertible into or
exchangeable for shares of any class, but all such new or additional shares of
any class, or bond, debentures, or other evidences of indebtedness convertible
into or exchangeable for shares, may be issued and disposed of by the Board of
Directors on such terms and for such consideration (to the extent permitted by
law), and to such person or persons as the Board of Directors in their
absolute discretion may deem advisable.
(7) Transfer Restrictions. Except upon death of the
holder thereof, or as otherwise agreed to by a majority of the directors of the
Corporation not owning any Convertible Preferred Stock, the shares of
Convertible Preferred Stock or any interest therein may not be transferred,
assigned, pledged, encumbered, sold, hypothecated or otherwise transferred,
whether by operation of law or not and whether upon marriage dissolution,
divorce or separation. Any attempted transfer in violation of this Article
THREE (b)(7) is void and upon such an attempted transfer the Corporation shall
automatically redeem the shares so attempted to be transferred as set forth in
Article THREE (b)(3)(ii) hereof.
(c) Preferred Stock. The Preferred Stock may be divided into
such number or series as the Board of Directors may determine. The Board of
Directors is authorized to determine and alter the rights, preferences,
privileges and restrictions granted to and imposed upon the Preferred Stock or
any series thereof with respect to any wholly unissued class of series of
Preferred Stock and the designation of any such series of Preferred Stock. The
Board of Directors, within the limits and restrictions stated in any resolution
or resolutions of the Board of Directors originally fixing the number of shares
constituting any series, may increase or decrease (but not below the number of
shares of such series then outstanding) the number of shares of any series
subsequent to the issue of shares of that series.
6
<PAGE> 7
(d) Common Stock and Class B Common Stock.
The Common Stock and the Class B Common Stock shall have the same
rights, preferences, privileges and restrictions except as follows:
(1) Dividend Rights. The holders of the Common Stock and
Class B Common Stock shall be entitled to receive non-stock dividends;
provided, however, that the Class B Common Stock shall receive non-stock
dividends in the amount of only eighty percent (80%) of the value of the cash
or other property paid to each share of Common Stock.
No stock dividend shall be declared on the Common Stock in shares
of Common Stock unless an equal percentage dividend is simultaneously declared
on the Class B Common Stock in shares of Class B Common Stock. No reverse
stock split or stock split of the Common Stock shall be effected unless an
equal percentage stock split is effected in the Class B Common Stock. The
provisions of this paragraph do not apply to any stock dividend, reverse stock
split or stock split approved by the holders of a majority of the shares of the
Class B Common Stock at the time the stock dividend is declared or the reverse
stock split or stock split is approved by the shareholders.
(2) Liquidation. In the event of voluntary or involuntary
liquidation, dissolution or winding up of this Corporation, the holders of the
Common Stock, Class B Common Stock and Convertible Preferred Stock shall have
the rights set forth in Article THREE (b)(3) hereof.
(3) Conversion.
(i) Simultaneously with an attempt to transfer a share of
Class B Common Stock in violation of the transfer restrictions of Article THREE
(d)(6) hereof, such share of Class B Common Stock shall automatically, and
without any action of the holder thereof, be converted into one share of Common
Stock. Each share of Class B Common Stock shall automatically, and without any
action of the holder thereof, be converted into one share of Common Stock upon
the death of Harry M. O'Hare, Sr. Upon such automatic conversion, no
fractional shares of Common Stock shall be issued and the Corporation shall in
lieu thereof pay in cash the fair value of the fractional share. The
Corporation shall reserve and keep reserved out of its authorized but unissued
shares of Common Stock sufficient shares to effect the conversion of all shares
of Class B Common Stock outstanding from time to time. On and after an
automatic conversion of the Class B Common Stock into Common Stock, the
certificate, or part thereof, for such former shares of Class B Common Stock
shall represent a certificate for an equal number of shares of Common Stock.
Upon such an automatic conversion, the conversion shall be deemed to have
occurred and the person entitled to receive share certificates for Common Stock
shall be regarded for all corporate purposes from and after such date as the
holder of the number of shares of Common Stock to which he is entitled upon
such conversion.
(ii) The number of shares of Common Stock into which the
shares of Class B Common Stock may be converted shall be subject to adjustment
from time to time in certain cases as set forth below:
7
<PAGE> 8
(A) In case the Corporation shall after the
issuance of any share of Class B Common Stock (i) pay a dividend
in shares of Common Stock or securities convertible or
exchangeable for Common Stock, or (ii) make a distribution in
shares of Common Stock or other securities by way of stock-split,
spin-off, reclassification, combination or subdivision of shares
or other corporate rearrangement, or (iii) be a party to any other
event or transaction, the result of which could be to have an
effect similar to any one or more of the aforesaid, then, and in
each such case, the holder of the shares of Class B Common Stock
shall be entitled to receive upon any conversion of the shares of
Class B Stock the kind and number of shares or other securities
which the holder of the shares of Class B Stock would have owned
or have been entitled to receive on the effective date of any of
the events described above, had the shares of Class B Stock been
converted immediately prior to the effective date of such event or
any record date with respect thereto.
(B) In case of the consolidation or merger of the
Corporation with or into another corporation or the sale or
conveyance of all or substantially all of the assets of the
Corporation to another corporation (any such consolidation,
merger, sale or conveyance is hereinafter referred to as
"Reorganization"), the shares of Class B Stock shall thereafter be
convertible into the same kind and amount of securities (including
shares of stock) or other assets, or both, which were issuable or
distributable to the holders of outstanding shares of Common Stock
of the Corporation upon such Reorganization, in respect of that
number of shares of Common Stock into which the shares of Class B
Stock might have been converted immediately prior to such
Reorganization; and in any such case, appropriate adjustments (as
determined in good faith by the Board of Directors of the
Corporation) shall be made in the application of the provisions
herein set forth with respect to the rights and interests
thereafter of the holder of the shares of Class B Stock, to the
end that the provisions set forth herein shall thereafter be
applicable, as nearly as reasonably may be practicable, in
relation to any securities or other assets thereafter deliverable
upon the conversion of the shares of Class B Stock.
(4) Voting Rights. The holder of each share of Common Stock,
Class B Common Stock and Convertible Preferred Stock shall be entitled to
voting rights set forth in Article THREE (b)(5) and Article THREE (d)(1) hereof.
(5) Preemptive Right. Except as otherwise specifically
provided herein, no holder of the shares of Common Stock or Class B Common
Stock shall be entitled as of right to subscribe for, purchase, or receive any
part of any new or additional shares of any class, whether now or hereafter
authorized, or of bonds, debentures, or other evidences of indebtedness
convertible into or exchangeable for shares of any class, but all such new or
additional shares of any class, or bond, debentures, or other evidences of
indebtedness convertible into or exchangeable for shares, may be issued and
disposed of by the Board of Directors on such terms and for such consideration
(to the extent permitted by law), and to such person or persons as the Board of
Directors in their absolute discretion may deem advisable.
(6) Transfer Restrictions. A share of Class B Common Stock
or any interest therein may not be transferred, assigned, pledged, encumbered,
sold, hypothecated or otherwise transferred, whether by operation of law or not
and whether upon marriage, dissolution, divorce or separation, death
8
<PAGE> 9
or revocation of a trust or transfer to a beneficiary of a trust. Any
attempted transfer in violation of this Article THREE (d)(6) is void and upon
such an attempted transfer, the shares of Class B Common Stock shall be
automatically converted into a share of Common Stock as set forth in Article
THREE (d)(3)(i) hereof.
FOUR: The liability of the directors of the Corporation for
monetary damages shall be eliminated to the fullest extent permissible under
California law.
FIVE: The Corporation is authorized to provide indemnification
of agents (as defined in Section 317 of the Corporations Code) for breach of
duty to the Corporation and its shareholders through bylaw provisions, through
agreements with the agents, or both, or otherwise, in excess of the
indemnification otherwise permitted by Section 317 of the Corporations Code,
subject to the limits of such excess indemnification set forth in Section 204
of the Corporations Code.
C. The amendments herein set forth have been duly
approved by the Board of Directors.
D. The amendments herein set forth have been duly
approved by the required vote of the shareholders in accordance
with Sections 902 and 903 of the Corporations Code. The total
number of outstanding shares of the Corporation entitled to vote
on the foregoing amendments is Eighteen Million Nine Hundred
Sixty Thousand Six Hundred Ninety Five (18,960,695) shares of
Common Stock and Eight Hundred Thirty Nine Thousand Eight Hundred
Twenty Five (839,825) shares of Class B Common Stock. The number
of shares voting in favor of the amendment equaled or exceeded
the vote required. The percentage vote required for the approval
of the amendment herein set forth was more than 50%.
/s/ FLOYD PANNING
---------------------------------
Floyd Panning, President
/s/ CATHERINE PATTERSON
----------------------------------
Catherine Patterson, Secretary
FLOYD PANNING and CATHERINE PATTERSON declare under penalty of
perjury that they have read the foregoing Restated Articles of Incorporation
and know the contents thereof and that the same are true of their own
knowledge.
EXECUTED at Laguna Hills, California on July 11, 1996.
/s/ FLOYD PANNING
----------------------------------
Floyd Panning
/s/ CATHERINE PATTERSON
----------------------------------
Catherine Patterson
9
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