SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 14, 1999
KIMMINS CORP.
(Exact name of registrant as specified in charter)
Commission File Number 001-10489
Florida 59-3598343
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation)
1501 Second Avenue East
Tampa, Florida 33605
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (813) 248-3878
(Former name or former address, if changed since last report) Not Applicable
880799v2
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Item 5. Other Events
On October 14, 1999, Kimmins Corp., a Delaware corporation (the
"Company"), consummated its reincorporation of the Company from Delaware to
Florida in accordance with the terms of a Plan of Merger, dated as of August 4,
1999 (the "Plan"), among the Company and Kimmins, a Florida corporation and
wholly-owned subsidiary of the Company (the "Subsidiary"). The Plan was approved
by the stockholders on September 9, 1999. Pursuant to the Plan, the Company
merged with and into the Subsidiary with the Subsidiary being the surviving
corporation (the "Surviving Corporation"). The Surviving Corporation assumed all
of the assets and liabilities of the Company, including contractual obligations
under the Company's outstanding indebtedness. The existing Board of Directors
and officers of the Company became the Board of Directors and officers of the
Surviving Corporation for identical terms of office. The Surviving Corporation
also assumed the name of "Kimmins Corp." in the merger so that the Surviving
Corporation will operate under the same name as the Company. Pursuant to the
merger each share of the Company's Common Stock issued and outstanding was
automatically converted into one fully-paid and nonassessable share of the
Common Stock, $.001 par value per share, of the Surviving Corporation. In
addition, each currently outstanding stock option of the Company was
automatically converted into an option to purchase the same number of shares of
Common Stock of the Surviving Corporation at the same option exercise price per
share and upon the same terms and subject to the same conditions as set forth in
the option. The Company does not intend to issue new stock certificates to
stockholders of record in connection with the merger. Instead, each certificate
representing issued and outstanding shares of Common Stock of the Company
immediately prior to the effective date of the merger will continue to evidence
ownership of the shares of Common Stock of the Surviving Corporation after the
effective date of the merger.
The Surviving Corporation's Common Stock was deemed to be registered
under Section 12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), pursuant to Rules 12g-2 and 12g-3(a) thereunder upon its
issuance in exchange for the Common Stock of the Company. This Form 8-K is being
filed for the purpose of accomplishing such registration pursuant to Section
12(g) of the Act. The Surviving Corporation's Common Stock has been substituted
for Company Common Stock on the OTC Bulletin Board and will continue to trade
under the symbol "KVNM" without interruption.
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits (Exhibit numbers conform to Item 601 of
Regulation S-K):
2.1 Plan and Agreement of Merger (incorporated
by reference to Appendix A to the Company's
definitive Proxy Statement for its 1999
Annual Meeting of Stockholders, dated August
16, 1999, filed with the Commission on
August 16, 1999 (the "Proxy Statement")).
3.1 Articles of Incorporation of the Surviving
Corporation (incorporated by reference to
Appendix B to the Proxy Statement).
3.2 Bylaws of the Surviving Corporation.
99.1 Application of the New York Stock Exchange
to strike listing of Registrant's Common
Stock under section 12(d).
880799v2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
KIMMINS CORP.
Date: October 14, 1999 By:/s/ Joseph M. Williams
---------------------------
Joseph M. Williams
Vice President and
Chief Financial Officer
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<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
2.1 Plan and Agreement of Merger (incorporated by reference to Appendix A
to the Company's definitive Proxy Statement for its 1999 Annual
Meeting of Stockholders, dated August 16, 1999, filed with the
Commission on August 16, 1999 (the "Proxy Statement")).
3.1 Articles of Incorporation of the Surviving Corporation (incorporated
by reference to Appendix B to the Proxy Statement).
3.2* Bylaws of the Surviving Corporation.
99.1* Application of the New York Stock Exchange to strike listing of
Registrant's Common Stock under section 12(d).
- -------------------------------
* Filed herewith.
EXHIBIT 3.2
BYLAWS
OF
KIMMINS REINCORPORATION, INC.
(a Florida corporation)
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ARTICLE I
---------
OFFICES
-------
SECTION 1. REGISTERED OFFICE. The registered office of the corporation
shall be located at c/o Corporation Service Company, 1201 Hays Street,
Tallahassee, Florida 32301.
SECTION 2. OTHER OFFICES. The corporation may have such other offices and
places of business, within or without the State of Florida, as shall be
determined from time to time by the directors.
ARTICLE II
----------
SHAREHOLDERS
------------
1. SHARE CERTIFICATES. Certificates evidencing fully-paid shares of the
corporation shall be in such form as shall be adopted by the Board of Directors,
and shall set forth thereon the statements prescribed by Section 607.0625 of the
Florida Business Corporation Act ("Business Corporation Act") and by any other
applicable provision of law, must be signed, either manually or in facsimile, by
any one of the following officers: the President, a Vice President, the
Secretary, an Assistant Secretary, the Treasurer, an Assistant Treasurer, or by
any officer designated by the Board of Directors, and may bear the corporate
seal or its facsimile. If the person who signed, either manually or in
facsimile, a share certificate no longer holds office when the certificate is
issued, the certificate is nevertheless valid.
2. FRACTIONAL SHARES OR SCRIP. The corporation may: issue fractions of a
share or pay in money the fair value of fractions of a share; make arrangements,
or provide reasonable opportunity, for any person entitled to or holding a
fractional interest in a share to sell such fractional interest or to purchase
such additional fractional interests as may be necessary to acquire a full
share; and issue scrip in registered or bearer form, over the manual or
facsimile signature of an officer of the corporation or its agent, entitling the
holder to receive a full share upon surrendering enough scrip to equal a full
share. Each certificate representing scrip must be conspicuously labeled "scrip"
and must contain the information required by Section 607.0625 of the Business
Corporation Act. The holder of a fractional share is entitled to exercise the
rights of a shareholder, including the right to vote, to receive dividends, and
to participate in the assets of the corporation upon liquidation. The holder of
scrip is not entitled to any of these rights unless the scrip provides for them.
The Board of Directors may authorize the issuance of scrip subject to any
condition considered desirable, including (a) that the scrip will become void if
not exchanged for full shares before a specified date; and (b) that the shares
for which the scrip is exchangeable may be sold and the proceeds paid to the
scripholders.
4. LOST OR DESTROYED CERTIFICATES. The holder of any certificate
representing shares of stock of the corporation may notify the corporation of
any loss, theft or destruction thereof, and the Board of Directors may
thereupon, in its discretion, cause a new certificate for the same number of
shares to be issued to such holder upon satisfactory proof of such loss, theft
or destruction, and the deposit of indemnity by way of bond or otherwise, in
such form and amount and with such surety or sureties as the Board of Directors
may require, to indemnify the corporation against any loss or liability by
reason of the issuance of such new certificates.
5. SHARE TRANSFERS. Upon compliance with any provisions restricting the
transferability of shares that may be set forth in the articles of
incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the corporation shall be made only on the books of the
corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation, or with a transfer agent or a registrar and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon, if any.
6. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders to
demand a special meeting, or to take any other action, the Board of Directors,
of the corporation may fix a date as the record date for any such determination
of shareholders, such date in any case to be not less than ten, and not more
than sixty days, before the meeting or action requiring such determination of
shareholders. A determination of shareholders entitled to notice of or to vote
at a shareholders' meeting is effective for any adjournment of the meeting
unless the Board of Directors fixes a new record date, which it must do if the
meeting is adjourned to a date more than one hundred twenty days after the date
fixed for the original meeting.
7. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of shareholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or holders of record of
outstanding shares when the corporation is authorized to issue only one class of
shares, and said reference is also intended to include any outstanding share or
shares and any holder or holders of record of outstanding shares of any class
upon which or upon whom the articles of incorporation confer such rights where
there are two or more classes or series of shares or upon which or upon whom the
Business Corporation Act confers such rights notwithstanding that the articles
of incorporation may provide for more than one class or series of shares, one or
more of which are limited or denied such rights thereunder.
8. SHAREHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the date fixed from time to
time by the directors. A special meeting shall be held on the date fixed from
time to time by the Chairman of the Board of Directors (who may call a special
meeting in his discretion) and must be called by the Chairman of the Board of
Directors upon demand by Shareholders made in accordance with the Articles of
Incorporation.
- PLACE. Annual meetings and special meetings shall be held at such place
in or out of the State of Florida as the directors shall from time to time fix.
- CALL. Annual meetings may be called by the directors or the Chairman of
the Board of Directors, the Vice Chairman of the Board of Directors, the
President, or the Secretary or by any officer instructed by the directors or the
President to call the meeting. Special meetings may be called in like manner.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The corporation shall
notify shareholders of the date, time, and place of each annual and special
shareholders' meeting. Such notice shall be no fewer than ten nor more than
sixty days before the meeting date. Unless the Business Corporation Act or the
articles of incorporation require otherwise, notice of an annual meeting need
not include a description of the purpose or purposes for which the meeting is
called. Notice shall be given in the manner provided in Section 607.0141 of the
Business Corporation Act, by or at the direction of the President, the
Secretary, or the officer or persons calling the meeting. Notice of a special
meeting must include a description of the purpose or purposes for which the
meeting is called. Unless the Business Corporation Act or the articles of
incorporation require otherwise, the corporation is required to give notice only
to shareholders entitled to vote at the meeting. A shareholder may waive any
notice required by the Business Corporation Act, the articles of incorporation,
or the Bylaws before or after the date and time stated in the notice. The waiver
must be in writing, be signed by the shareholder entitled to the notice, and be
delivered to the corporation for inclusion in the minutes or filing with the
corporate records. A shareholder's attendance at a meeting waives objection to
lack of notice or defective notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting; or waives objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the shareholder objects to considering the matter when it is
presented.
- SHARES HELD BY NOMINEES. The corporation may establish a procedure by
which the beneficial owner of shares that are registered in the name of a
nominee is recognized by the corporation as the shareholder. The extent of this
recognition may be determined in the procedure.
- QUORUM. At any meeting of the Shareholders, the holders of a majority of
the shares of stock then entitled to vote shall constitute a quorum for all
purposes, except as otherwise provided by law or the Certificate of
Incorporation. Once a share is represented for any purpose at a meeting, it is
deemed present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for the
adjourned meeting.
- VOTING. Directors are elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present. If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation or the Business Corporation Act requires a greater
number of affirmative votes. At each meeting of the shareholders, every holder
of stock then entitled to vote may vote in person or by proxy, and, except as
otherwise expressly provided for by statute, by the Articles of Incorporation or
by these By-laws, shall have one vote for each share of stock registered in his
name.
ADJOURNED MEETINGS. Any meeting of shareholders may be adjourned to a
designated time and place by a vote of a majority in interest of the
shareholders present in person or by proxy and entitled to vote, even though
less than a quorum is so present. No notice of such an adjourned meeting need be
given, other than by announcement at the meeting, and any business may be
transacted which might have been transacted at the meeting as originally called.
If the adjournment is for more than 120 days, or if after the adjournment of new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each shareholder entitled to vote at the meeting
ARTICLE III
-----------
BOARD OF DIRECTORS
------------------
1. FUNCTIONS GENERALLY - COMPENSATION. The Board of Directors may adopt
such rules and regulations for the conduct of its meetings, the exercise of its
powers and the management of the affairs of the corporation as it may deem
proper, not inconsistent with the laws of the State of Florida, the Articles of
Incorporation or these Bylaws.
In addition to the powers and authorities by these Bylaws expressly
conferred upon them, the Board of Directors may exercise all such powers of the
corporation and do such lawful acts and things except as are by statute, the
Articles of Incorporation or these Bylaws directed or required to be exercised
or done by the shareholders.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder, a
citizen of the United States, or a resident of the State of Florida. The initial
Board of Directors shall consist of one person, which shall be the number of
directors until changed. The number of directors of the corporation shall be
determined from time to time by resolution of the directors, who shall hold
office for the term of one year and until their successors are duly elected and
qualify.
3. MEETINGS. Meetings of the Board of Directors may be held at any place,
either within or without the State of Florida, provided a quorum be in
attendance. Except as may be otherwise provided by the Articles of Incorporation
or by the Florida Business Corporation Act, a majority of the directors in
office shall constitute a quorum at any meeting of the Board of Directors and
the vote of a majority of a quorum of directors shall constitute the act of the
Board of Directors.
The Board of Directors may hold an annual meeting, without notice,
immediately after the annual meeting of stockholders. Regular meetings of the
Board of Directors may be established by a resolution adopted by the Board of
Directors. The Chairman of the Board of Directors may call, and at the unanimous
request of all of the directors the Chairman of the Board or the President must
call, a special meeting of the Board of Directors on at least 24 hours' notice
to each director. Except as may otherwise be specifically provided by these
Bylaws, the purpose or purposes of any such special meeting need not be stated
in said notice, although the time and place of the meeting shall be stated.
Notice of a meeting of the Board of Directors need not be given to any director
who signs a waiver of notice either before or after the meeting. Attendance of a
director at a meeting shall constitute a waiver of notice of such meeting and a
waiver of any and all objection to the place of the meeting, the time of the
meeting, or the manner in which it has been called or convened, except when a
director states, at the beginning of the meeting or promptly upon arrival at the
meeting, any objection to the transaction of business because the meeting is not
lawfully called or convened.
Any one or more members of the Board of Directors or any Committee thereof
may participate in a meeting of such Board of Directors or Committee by means of
a conference telephone call or similar communications equipment allowing all
persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.
Any action required or permitted to be taken by the Board of Directors or
any Committee thereof may be taken without a meeting if all members of the Board
of Directors or the Committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents thereto by the
members of the Board of Directors or Committee shall be filed with the minutes
of the meetings of the Board of Directors or Committee.
Meetings of the Board of Directors shall be presided over by the following
directors in the order of seniority and if present and acting - the Chairman of
the Board, if any, the Vice Chairman of the Board, if any, the President, or any
other director chosen by the Board.
5. REMOVAL OF DIRECTORS, VACANCIES, RESIGNATIONS. The shareholders may
remove one or more directors with or without cause pursuant to the provisions of
Section 607.0808 of the Business Corporation Act. Except as otherwise provided
in the Articles of Incorporation or in the following paragraph, vacancies
occurring in the membership of the Board of Directors, from whatever cause
arising (including vacancies occurring by reason of the removal of directors
without cause and newly created directorships resulting from any increase in the
authorized number of directors), may be filled by electing a successor by a
majority vote of the remaining directors, though less than a quorum, who shall
hold office for the unexpired term and until his successor is elected and
qualified or his earlier resignation or removal.
Any director may resign at any time by giving written notice of his
resignation to the Board of Directors. Any such resignation shall take effect
upon receipt thereof by the Board, or at such later date as may be specified
therein. Any such notice to the Board shall be addressed to it in care of the
Chairman.
6. COMMITTEES. The Board of Directors by resolution adopted by a majority
of the full Board of Directors, may designate from among its members an
executive committee and one or more other committees each of which, to the
extent provided in such resolution or in the articles of incorporation or the
Bylaws, shall have and may exercise all the authority of the Board of Directors,
except such authority as may not be delegated under the Business Corporation
Act. Each committee may have two or more members, who serve at the pleasure of
the Board of Directors. The provisions of Sections 607.0822, 607.0823, and
607.0824 of the Business Corporation Act, which govern meetings, notice and
waiver of notice, and quorum and voting requirements, apply to committees and
their members as well.
ARTICLE III
-----------
OFFICERS
--------
EXECUTIVE OFFICERS. The corporation shall have such officers with such
titles and duties as shall be stated in a resolution adopted by the Board of
Directors, all of whom shall be elected annually by the Board of Directors, who
shall hold office at the pleasure of the Board of Directors. Any two or more
offices may be held by one person. All vacancies occurring among any of the
officers shall be filled by the Board of Directors. Any officer may be removed
at any time by the affirmative majority (unless the Articles of Incorporation
requires a larger vote) of the directors present at a special meeting of the
Board of Directors called for that purpose or by the unanimous written consent
of the Board of Directors.
OTHER OFFICERS. The Board of Directors may appoint such other officers and
agents with such powers and duties as it shall deem necessary.
THE CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors shall
preside at all meetings of the Board of Directors and all meetings of the
shareholders. The Chairman of the Board shall appoint an officer or director of
the corporation to preside over any of such meetings that he does not attend.
The Chairman of the Board shall be the Chief Executive and Chief Operating
Officer of the corporation and he shall perform such other duties as from time
to time may be assigned to him by the Board of Directors or the Executive
Committee.
THE PRESIDENT. The President shall be in charge of the day-to-day
operations of the corporation and shall have the powers and duties usually and
customarily associated with the office of the President subject to the direction
of the Chairman of the Board and the Board of Directors.
THE VICE-PRESIDENT. The Vice-President, or if there be more than one, the
senior Vice-President as determined by the Board of Directors, shall have such
powers and duties as may be delegated to them by the President, subject to the
direction of the Chairman of the Board.
THE TREASURER AND ASSISTANT TREASURER. The Treasurer shall have custody of
all funds, securities and evidences of indebtedness of the corporation and shall
deposit or cause to be deposited under his direction 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 or pursuant to the
authority granted by it; he shall receive and give receipts and acquittances for
moneys paid in on account of the corporation, and shall pay out of the funds on
hand all bills, payrolls and other just debts of the corporation, of whatever
nature, upon maturity; he shall enter regularly in books to be kept by him for
that purpose, full and accurate accounts of all moneys received and paid out by
him on account of the corporation, he shall render to the President and the
Board whenever they may require it an account of all his transactions as
Treasurer and of the financial condition of the corporation, and he shall
perform all other duties incident to the office of Treasurer and as may be
prescribed by the Board of Directors.
The Assistant Treasurer shall, in case of the absence of the Treasurer,
perform the duties and exercise the powers of the Treasurer, and shall have such
other powers and duties as may be delegated to them by the Board of Directors.
THE SECRETARY AND ASSISTANT SECRETARY. The Secretary shall keep the minutes
of all meetings of the Board of Directors and of the shareholders; he shall
attend to the giving and serving of all notices to stockholders and directors or
other notices required by law or by these Bylaws; he shall affix the seal of the
corporation to deeds, contracts and other instruments in writing requiring a
seal, when duly signed or when so ordered by the Board of Directors; he shall
have charge of the certificate books and stock books and such other books and
papers as the Board of Directors may direct, and he shall perform all other
duties incident to the office of Secretary.
The Assistant Secretary shall, in the absence of the Secretary, perform the
duties and exercise the powers of Secretary, and shall have such other powers
and duties as may be delegated to them as the Board of Directors may direct.
SALARIES. The salaries of all officers shall be fixed by the Board of
Directors, and the fact that any officer is a director shall not preclude him
from receiving a salary as an officer, or from voting upon the resolution
providing the same.
ARTICLE IV
----------
CORPORATE SEAL
--------------
The corporate seal shall have inscribed thereon the name of the corporation
and shall be in such form and contain such other words and/or figures as the
Board of Directors shall determine or the law require.
ARTICLE V
---------
FISCAL YEAR
-----------
The fiscal year of the corporation shall be fixed, and shall be subject to
change, by the Board of Directors.
ARTICLE VI
----------
CONTROL OVER BYLAWS
-------------------
The Board of Directors may amend or repeal these Bylaws unless the Articles
of incorporation or the Business Corporation Act reserve this power exclusively
to the shareholders in whole or in part, or the shareholders in amending or
repealing the Bylaws generally or a particular Bylaw provision provide expressly
that the Board of Directors may not amend or repeal the Bylaws, generally or
that Bylaw provision. The shareholders may amend or repeal these Bylaws even
though the Bylaws may also be amended or repealed by the Board of Directors. No
provision of this Article shall be construed as purporting to negate the
requirements of Section 607.1201 of the Business Corporation Act.
ARTICLE VII
MISCELLANEOUS
SECTION 1. DIVIDENDS. The Board of Directors may declare dividends from
time to time upon the capital stock of the corporation from the surplus or net
profits available therefor.
SECTION 2. CHECKS, NOTES, ETC. Checks, notes, drafts, bills of exchange and
orders for the payment of money shall be signed or endorsed in such manner as
shall be determined by the Board of Directors.
The funds of the corporation shall be deposited in such bank or trust
company, and checks drawn against such funds shall be signed in such manner, as
may be determined from time to time by the Board of Directors.
SECTION 6. INDEMNIFICATION. All persons who the corporation is empowered to
indemnify pursuant to the provisions of Florida Business Corporation Act (or any
similar provision or provisions of applicable law at the time in effect) shall
be indemnified by the corporation to the full extent permitted thereby. The
foregoing right of indemnification shall not be deemed to be exclusive of any
other such rights to which those seeking indemnification from the corporation
may be entitled, including, but not limited to, any rights of indemnification to
which they may be entitled pursuant to any agreement, insurance policy, other
by-law or charter provision, vote of stockholders or directors, or otherwise.
I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of
the Bylaws of Kimmins Reincorporation, Inc., a corporation of the State of
Florida, as in effect on the date hereof.
WITNESS my hand and the seal of the corporation.
Dated:
---------------------------------
Secretary of
Kimmins Reincorporation, Inc.
(SEAL)
868787v2
EXHIBIT 99.1
TO: THE SECURITIES AND EXCHANGE COMMISSION
Application Of The New York Stock Exchange, Inc. to strike from
listing and registration at the opening of the trading session May 14 1999.
Kimmins Corporation
Common Stock, $.001 par value
File No.
Securities Exchange Act of 1934
Section 12(d)
- --------------------------------------------------------------------------------
The New York Stock Exchange, Inc. (the "Exchange") pursuant to Section 12(d) of
the Securities Exchange Act of 1934 and Rule 12d2-2 thereunder, makes
application to the Securities and Exchange Commission (the "Commission") to
strike from listing and registration on the Exchange at the opening of the
trading session on May 14, 1999, the Common Stock of Kimmins Corporation (the
"Company") because in the opinion of the Exchange said stock is no longer
suitable for continued listing and trading on the Exchange. Information supplied
by the Company or taken from other sources believed by the Exchange to be
reliable indicates that as of February 12, 1999, the aggregate market value of
publicly held shares was $5.2 million and aggregate market value of all
outstanding shares of Common Stock was $10.3 million together with average net
loss for the last three years of $5.3 million.
2. Exchange Rule 499.20, Subsections 3 and 4 states, in effect that, the
Exchange would normally give consideration to suspending or removing from the
list a security of a company when -- Aggregate market value of publicly-held
shares is less than $8,000,000; "Aggregate market value of shares outstanding
(excluding treasury stock) is less than $12,000,000 and Average net income after
taxes for past 3 years is less than $600,000".
3. The Exchange on February 12, 1999 determined that the stated issue of the
Company should be suspended from trading before the opening of the trading
session on March 2, 1999 and directed the preparation and filing with the
Commission of this application for the removal of the aforementioned issue of
the Company from listing and registration on the Exchange. The Company was
notified accordingly on February 12, 1999.
4. Pursuant to the above authorization, a press release was immediately issued
and an announcement was made on the "ticker" of the Exchange at the opening and
at the close of the trading session on February 26, 1999 and other dates of the
proposed suspension of trading in the Common Stock of the Company. Trading on
the Exchange in the Common Stock of the Company was suspended before the opening
of the trading session on March 2, 1999.
5. The Exchange, pursuant to Rule 12d2-2(e)(ii), will forward promptly a copy of
this application to the Company.
NEW YORK STOCK EXCHANGE, INC.
Dated: April 26, 1999 Antonio Aliberti, Manager
975829v1
