SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended: March 31, 1996
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number: 0-17304
CNH Holdings Company, f/k/a Coral Companies, Inc.
(Exact name of registrant as specified in its charter)
Nevada 11-2867201
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
4221 E. Pontatoc Canyon Dr., Tucson, AZ 85718
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(520)577-6611
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 Par Value
(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
Indicate by check mark if disclosure of delinquent filers pursuant
to Rule 405 of Regulation S-K is not contained herein and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by
non-affiliates of the registrant. The aggregate market value shall
be computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a
specified date within 60 days prior to the date of filing: There is
presently no market in registrant's stock; thus, there is no market
value.
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable
date: As of July 31, 1996, there were approximately 400,000 shares
outstanding.
Registrant has had no revenues since fiscal 1990.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the documents if incorporated by reference and the
Part of this Form 10-KSB into
which the document is incorporated: None.
<PAGE>
Item 1. Description of Business
CNH Holdings Company, a Nevada corporation, f/k/a Coral Companies,
Inc., a Delaware corporation (the "Company"), was incorporated on
April 15, 1987, under the name of I.S.B.C. Corp. On January 28,
1988, the Company completed an initial public offering of units
consisting of one share of the common stock of the Company ("Common
Stock") and one Class A Warrant, all of the latter of which have
either expired or been exercised. On June 27, 1988, the Company
acquired all of the outstanding shares of Coral Group, Inc., a
privately-held Colorado corporation ("Coral Group")formed in 1984
and then principally engaged in the development and marketing of
computer software programs. During fiscal 1990, the Company formed
two additional subsidiaries, Coral Telesystems, Inc ("CTI"), and
Coral Pacific, Inc. ("Pacific"), both of which were Colorado
corporations. Through fiscal 1991, the business of the Company was
conducted solely through Coral Group, CTI and Pacific.
During fiscal 1991, the Company defaulted on all of its outstanding
obligations to its financial institution, which was secured by all
of the assets of the Company, including the shares of Coral Group,
CTI and Pacific. The Company voluntarily transferred all of the
security for this debt to the financial institution in exchange for
an acknowledgment of full and complete satisfaction of all
remaining liabilities of the Company to the institution. All
licenses which the Company had regarding its software were
terminated without liability and returned to the original licensor,
and all leases which the Company had were similarly terminated
without liability. Finally, all tax and accounts payable owed by
the Company were paid in full. The Company then ceased operations
in the computer software field.
In April, 1996, the Company held a special meeting of its board of
directors (the "Board of Directors"). The purpose of the meeting
was to (i) discuss and take action on all corporate matters which
had taken place since the date of the last meeting of the board,
including the filing of all delinquent reports by the Company with
the U.S. Securities and Exchange Commission (the "Commission"),
(ii) appoint independent Certified Public Accountants to audit the
books and records of the Company since 1990, (iii) discuss the
financial condition of the Company and implement an appropriate
course of action and (iv) discuss all other matters then pending
before the Company. At the meeting, the Board of Directors adopted
a new plan of business for the Company, that being to begin a
search for a new business opportunity. In order to implement this
new plan of business, however, the Board of Directors had to
implement a number of curative measures. Firstly, an attorney was
engaged to assist in general corporate matters and the filing of
all delinquent reports with the Commission. Secondly, a new
auditor was engaged to audit the books and records of the Company
since 1990, prepare and file all necessary federal and state income
tax forms and compile the financial information necessary for the
filing of all quarterly reports by the Company with the Commission.
Thirdly, in order to pursue its business plan, the Company elected
to (i) change its name, (ii) change its domicile; (iii) reverse
split its Common Stock, (iv) bring itself current in the filing of
reports with the Commission and (v) file all the reports required
by federal and state regulatory and taxing authorities. On May 31,
1996, the Company changed its name to CNH Holdings Company and its
domicile to Nevada, and reverse split its Common Stock on a one for
one thousand (1:1,000) basis. The foregoing resulted in the
incurrence by the Company of obligations which were satisfied
through the issuance of Common Stock, which resulted in a change of
control of the Company. The Company is now current in its reports
with the Commission, all tax filings have been made with the
appropriate federal and state agencies and all information
concerning the foregoing has been disseminated to the public.
Item 2. Description of Property
The Company, as of the date of this report, owned no real or
personal property, tangible or intangible. Conversely, the Company
had no liabilities which had not either been paid in their entirety
or fully provided for. The executive offices of the Company are
being provided free of charge by its attorney on a month-to-month
basis. These offices are located at 4221 East Pontatoc Canyon
Drive, Tucson, Arizona 85718. The telephone number at this address
is ( 520) 577-6611.
Item 3. Legal Proceedings
No material legal proceedings to which the Company (or any officer
or director of the Company, or any affiliate or owner of record or
beneficially of more than five percent of the Common Stock, to
management's knowledge) is a party or to which the property of the
Company is subject is pending, and no such material proceeding is
known by management of the Company to be contemplated.
Item 4. Submission of Matters to a Vote of Security Holders
There were no meetings of security holders during the period
covered by this report; thus, this item is not applicable. The
shareholders of the Company did, however, act by consent, as
allowed by state law, on one occasion subsequent to the period
covered by this report. These actions are described in their
entirety under Item 1, above.
Item 5. Market for Common Equity and Related Shareholder Matters
There is no active trading market for the Common Stock. The Common
Stock is not listed on any exchange and is not quoted or traded on
the over-the-counter market. Currently, no broker maintains a
position or deals in the Common Stock and no bid or asked prices
are quoted in the pink sheets or any local newspaper.
On May 3, 1996, the Company effected a reverse one for one thousand
(1:1,000) capital share split. Concurrently, the authorized
capitalization of the Company was increased to 10,000,000 common
shares, $.001 par value per share, and 1,000,000 preferred shares,
$.01 par value. As of July 31, 1996, there were approximately
400,000 shares of Common Stock issued and outstanding, held of
record by approximately 1,000 shareholders. There were no
preferred shares outstanding.
The Company has paid no dividends on the Common Stock since
inception and does not expect to pay dividends in the foreseeable
future. There are, however, no restrictions on the payment of
dividends.
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
The Company's had no revenues, operating or otherwise, during the
fiscal years ended March 31, 1996, March 31, 1995, March 31, 1994,
March 31, 1993, March 31, 1992, or March 31, 1991.
Correspondingly, all expenses during these periods were
administrative in nature and immaterial in amount. Thus, no
meaningful comparison can be made between these fiscal years.
Liquidity and Capital Resources
The Company has had no liquidity sources since fiscal 1990. A
capital infusion subsequent to the period covered by this report
provided for the payment of all administrative expenses incurred.
Compliance with Beneficial Ownership Reporting Rules
Section 16(a) of the Securities Act of 1934, as amended ("Exchange
Act"), requires the executive officers and directors of the
Company, and persons who beneficially own more than 10% of the
Common Stock, to file initial reports of ownership and reports of
changes in ownership with the Commission. These officers,
directors and shareholders are also required to furnish the Company
with copies of certain of these reports. Based solely on a review
of copies of reports furnished to the Company during its fiscal
year ended December 31, 1995, and thereafter, or written
representations, if any, received by the Company from these persons
that no other reports were required, the Company believes that,
during 1991, 1992, 1993, 1994, 1995 and 1996, all applicable
Section 16(a) filing requirements were satisfied.
Item 7. Financial Statements
<PAGE>
Halliburton, Hunter & Associates, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors and Stockholders
Coral Companies, Inc.
We have audited the balance sheets of Coral Companies, Inc. as of
March 31, 1996 and 1995, and the related statements of income
(loss) for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our
audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Coral
Companies, Inc. as of March 31, 1996 and 1995, and the results of
its operations for the years then ended in conformity with
generally accepted accounting principles.
The Company discontinued operations December 31, 1990. Statements
of stockholders' equity and cash flows have been omitted for that
reason.
Littleton, Colorado
June 18, 1996
<PAGE>
CORAL COMPANIES, INC.
BALANCE SHEET
March 31,
1996 1995
ASSETS
Current Assets:
Total current assets ----- -----
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities $ ----- -----
Stockholders' Equity:
Preferred Stock, $.001 par value,
50,000,000 shares authorized,
11,000,000 shares issued
and outstanding 220,000 220,000
Common Stock, $.0005 par value,
50,000,000 shares authorized,
19,061,245 shares issued 9,531 9,531
Additional paid-in capital 4,483,453 4,483,453
Accumulated deficit (4,712,984) (4,712,984)
Total Stockholders' Equity ---- ----
See accompanying notes to consolidated financial statements.
CORAL COMPANIES, INC.
STATEMENT OF OPERATIONS
Year ended March 31,
1996 1995 1994
Income (loss) from
discontinued operations $ --- --- ---
(Loss) on termination of
operations --- --- ---
Net income (loss) --- --- ---
Per share data
Income (loss) before
extraordinary item $ --- --- ---
Extraordinary item --- --- ---
Net income (loss) $ --- --- ---
Weighted average shares
outstanding 19,061,245 19,061,245 19,061,245
See accompanying notes to consolidated financial statements.
<PAGE>
1. Organization
I.S.B.C. Corp. was incorporated in Delaware on April 15, 1987. On
January 29, 1988, I.S.B.C. Corp. completed a public offering of
800,000 units at a price of $.50 per unit, consisting of one share
of common stock and three redeemable warrants. All unexercised
warrants have now expired.
On June 27, 1988, I.S.B.C. Corp. issued 21,000,000 shares of its
common stock in exchange for all of the outstanding shares of Coral
Group, Inc. Subsequent to the exchange of stock, I.S.B.C. Corp.
changed its name to Coral Companies, Inc. Coral Group, Inc. was
incorporated on March 12, 1984, and commenced operations in
November 1984. Coral Group, Inc.'s primary business is the
marketing of computer hardware and software as well as providing
consulting services, installation support, training programs and
software maintenance for its customers. Since the shareholders of
Coral Group, Inc. owned approximately 85% of Coral Companies, Inc.
immediately after the exchange, the stock exchanges has been
accounted for as a reverse acquisition of Coral Companies, Inc. by
Coral Group, Inc.
The preferred stock is entitled to one vote per share, is not
entitled to receive any dividends that may be declared and has a
liquidation preference of $.02 per share. The liquidation
preference of $220,000 has been reclassified from common
stockholders' equity to preferred stock. The preferred stock is
convertible into common stock on a one-for-one basis upon the
achievement by the Company of certain specified pret-tax earnings,
commencing with the year ending March 31, 1990. The preferred
stock is mandatorily redeemable by the Company on June 30, 1999, at
the price of $.001 per share, $11,000 for all preferred stock
currently outstanding.
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
The former auditors of the Company, Laventhol & Horwath, went out
of business during 1993. The Company, therefore, retained the
services of Halliburton, Hunter & Associates, P.C. The decision
to change was approved by the board governing the Company, which
has no standing audit or similar committee. The Company has had no
disagreement with its accountants on any matter of accounting
principal or practice, financial statement disclosure or auditing
scope or procedure which would have caused either of the
accountants to make reference in their respective reports upon the
subject matter of the disagreement. Further, the principal
accountants' respective reports on the financial statements does
not contain an adverse opinion or a disclaimer of opinion or
qualification as to audit scope or accounting principle.
PART III
Item 9. Directors and Executive Officers of the Company
The following table sets forth all current directors and executive
officers of the Company, as well as their ages:
NAME AGE POSITION WITH COMPANY *
Paul M. Lionti 48 Sole Director,
President, Chief Executive,
Financial and Accounting Officer, Treasurer
* No current director has any arrangement or understanding whereby
they are or will be selected as a director or nominee.
The executive officer will hold office until the next annual
meeting of shareholders and until his successor has been duly
elected and qualified. The officers are elected by the Board of
Directors at its annual meeting immediately following the
shareholders' annual meeting and hold office until their death or
until they earlier resign or are removed from office. There are no
written or other contracts providing for the election of directors
or term of employment of executive officers, all of whom serve on
an "at will" basis.
The Board of Directors currently consists of one member, Mr. Paul
M. Lionti. The Company does not have any standing audit,
nominating or compensation committees, or any committees performing
similar functions. The board will meet periodically throughout the
year as necessity dictates. Since 1990, the board has had one
meeting, which occurred subsequent to fiscal 1996.
Executive Profiles
Mr. Lionti has been a private businessman in Dallas, Texas, during
the last five years. He became a Director and the President and
Chief Executive Officer of the Company in 1989. In 1996, he became
Chief Financial and Accounting Officer and Treasurer of the Company
as well.
Item 10. Executive Compensation
No compensation has been paid since 1990 to the Board of Directors
or executive officers of the Company in their capacities as such.
Item 11. Security Ownership of Management and Certain Others
Based upon information which has been made available to the Company
by its stock transfer agent, the following table sets forth, as of
July 31, 1996, the shares of Common Stock owned by each current
director, by directors and executive officers as a group and by
each person known by the Company to own more than 5% of the
outstanding Common Stock:
Title of Class (1)Name and Address Number of Percent of
of Beneficial Owner Shares Class (1)
Common Stock Paul M. Lionti 1,595 (2)
Directors and Executive
Officers as a Group 1,595 (2)
(one in number):
(1) Based on 400,000 shares of common stock issued and outstanding
on July 31, 1996.
(2) Less than 1%.
Item 12. Certain Transactions
No disclosure is required under this item.
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Articles of Incorporation and Amendments (Nevada)
3.2 Bylaws (Nevada).
4 Specimen stock certificate.*
10 *
*Filed as exhibits to the Registration Statements on Form S-18 (No.
33-17008-NY) and Form S-1 (No. 33-29899).
(b) Forms 8-K: None.
<PAGE>
SIGNATURES
In accordance with the requirements of the Section 13 or 15(d) of
the Securities Exchange Act of 1934, registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Denver, State of Colorado
on the 6th day of August, 1996.
CNH HOLDINGS COMPANY
(Registrant)
By: /s/ Paul M. Lionti
Paul M. Lionti, Chief Executive Officer
By: /s/ Paul M. Lionti
Paul M. Lionti, Chief Financial
and Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following person on
behalf of the registrant in the capacity on this 6th day of August,
1996.
/s/ Paul M. Lionti
Paul M. Lionti, Director
<PAGE>
EXHIBIT INDEX
3.1 ARTICLES OF INCORPORATION AND AMENDMENTS (NEVADA)
3.2 BYLAWS (NEVADA)<PAGE>
EXHIBIT 3.1
ARTICLES OF INCORPORATION AND AMENDMENTS (NEVADA)<PAGE>
ARTICLES OF INCORPORATION
OF
CNH HOLDINGS COMPANY
Know All Men By These Presents That: the undersigned incorporator,
being a natural person of the age of eighteen (18) years or more
and desiring to form a body corporate under the laws of the State
of Nevada, does hereby sign, verify and deliver in duplicate to the
Secretary of State for the State of Nevada the following Articles
of Incorporation.
ARTICLE I
NAME
The name of the Corporation shall be CNH Holdings Company (the
"Corporation").
ARTICLE II
PERIOD OF DURATION
The Corporation shall exist in perpetuity from and after the date
of filing these Articles of Incorporation with the Secretary of
State for the State of Nevada, unless and until dissolved according
to law.
ARTICLE III
PURPOSE AND POWERS
The purpose for which the Corporation has been formed and the
powers
to effectuate this purpose are as follows:
Section 3.1 Purpose. The purpose for which the Corporation has
been formed is to transact any and all lawful business for which
corporations may be formed under the laws of the State of Nevada.
Section 3.2 Powers. The Corporation shall have and may exercise
all rights, powers, and privileges now and hereafter conferred upon
corporations formed under the laws of the State of Nevada and may
do
everything necessary, lawful, suitable, and proper for the
accomplishment of its corporate purpose, including, without
limitation, the right, power, and privilege to:
(a) Acquire, construct, maintain, develop, improve, rent,
use,
mortgage, and dispose of real property and interests, estates, and
rights therein;
(b) Guarantee, purchase or otherwise acquire, hold, assign,
transfer, mortgage, create a security interest in, transfer to
trust
by deed or otherwise, pledge, exchange, or sell or otherwise
dispose
of shares or other evidence of the equity of, or debt created by,
other corporations and, while the holder thereof, exercise all
rights and privileges of ownership, including, without limitation,
the right to vote to the same extent as a natural person might or
could do;
(c) Draw, make, accept, endorse, discount, execute, and issue
promissory notes, drafts, bills of exchange, warrants, debentures,
and other negotiable, non-negotiable, transferable, and
non-transferable instruments or writings evidencing indebtedness of
the Corporation;
(d) Enter into, make, perform, and rescind contracts of every
kind, without limitation as to amount, for any lawful purpose and
with any person, firm, association or corporation, town, city,
county, state, territory, government, or other entity or person or
persons;
(e) Borrow money by issuing bonds, debentures, or any other
evidence of indebtedness and secure the same by mortgage, pledge,
deed of trust, or otherwise;
(f) Purchase, hold, sell, and transfer the shares or other
evidence of equity in the Corporation;
(g) Have one or more of its officers or agents conduct any or
all of its operations and business and promote its objects within
or
without the State of Nevada without restriction as to place or
amount;
(h) Do any or all of the things set forth in this article as
principal, agent, broker, contractor, trustee, or otherwise, either
alone, in company with others, or both;
(i) Guarantee, purchase or otherwise acquire, hold, assign,
transfer, mortgage, create a security interest in, transfer to
trust
by deed or otherwise, pledge, exchange, or sell or otherwise
dispose
of securities (as defined, without limitation, in section 2(1), or
otherwise, of the Securities Act of 1933, as amended, and/or in
section 3(a)(10), or otherwise, of the Securities Exchange Act of
1934, as amended, and as otherwise defined in any federal or state
act regulating the offering, issuance, and sale of securities and
the interpretation of said term thereunder), whether created or
issued by any person, firm, association, corporation, or
government,
or subdivision thereof; make payment therefor in any lawful manner;
and exercise, as owner or holder, any and all rights, powers, and
privileges in respect thereof;
(j) Purchase or otherwise acquire the equity, goodwill,
rights, property, and franchises and take over as a going concern
or
otherwise the whole or any part of the assets and liabilities of
any
person, firm, association, or corporation and hold or in any manner
dispose of the whole or any part of the property so acquired; merge
or consolidate with or into any corporation in such manner as may
be
permitted by law; and continue to conduct the whole or any part of
any business acquired insofar as a corporation of this character
may
lawfully do so with the right to exercise all powers necessary or
convenient in and about the conduct and management of such
business;
and
(k) Enter into any partnership, limited or general, as a
limited or general partner, or both; enter into any other
arrangement for sharing profits, union of interest, unitization or
farmout agreements, reciprocal concessions; and cooperate with any
corporation, association, partnership, syndicate, entity, person,
or
governmental, municipal, or public authority, domestic or foreign,
for the purpose of carrying on any business which the Corporation
is
authorized to carry on or any business or transaction deemed
necessary, convenient, or incidental to carrying out the purpose
for
which the Corporation has been formed.
ARTICLE IV
Capital
Section 4.1 Classes of Shares. The proprietary interest of the
Corporation shall hereafter be divided into two classes of stock,
which are collectively referred to herein as "Shares." The first
is
a class of common stock, par value $.001 per share, and the second
a class of preferred stock, par value $.01 per share. (An
individual share within the respective classes of stock shall be
referred to appropriately as either a "Common Share" or a
"Preferred
Share.") The Corporation has the authority to issue 10,000,000
Common Shares and 1,000,000 Preferred Shares. The authority of the
Corporation to issue shares may be limited by resolution of the
board of directors of the Corporation (the "Board of Directors").
Shares may be issued from time to time for such consideration in
money or property (tangible or intangible) or labor or services
actually performed as the Board of Directors may determine in their
sole judgment and without the necessity of action by the holders of
Shares. Common Shares may be issued in series. Shares may not be
issued until paid for and, when issued, are nonassessable.
Fractional Shares may not be issued by the Corporation and, in the
event fractional shares are or may become outstanding, the
Corporation shall redeem said shares at the then market price.
Section 4.2 Preferred Shares. The Board of Directors is
authorized to act by resolution, subject to limitations prescribed
by the laws of the State of Nevada, these Articles of
Incorporation, the Bylaws of the Corporation (the "Bylaws"), and
previous resolutions by the Board of Directors limiting this
authorization, to provide for the issuance of Preferred Shares in
series. To exercise this authority the Board of Directors must
first designate the series so established, and, secondly, fix and
determine the relative rights, preferences, and limitations of the
Preferred Shares in the series established to the extent not fixed
and determined by these Articles of Incorporation. The extent of
this authority, with respect to each series established, is to be
determined by reference to the "Nevada Corporation Code," articles
1 through 10, inclusive, of title 7, Nevada Revised States, as
amended. Without limiting the generality of the foregoing, this
authority includes fixing and determining the following:
(a) The number of Preferred Shares which may be issued under
the series established, and the designation of such series;
(b) The rate of dividend on Preferred Shares of that series,
if any, the time of payment of dividends, whether dividends shall
be cumulative, and, if cumulative, the date from which dividends
shall begin accruing;
(c) Whether Preferred Shares of that series may be redeemed,
and, if redeemable, the redemption price, terms, and conditions of
redemption;
(d) Whether to establish a sinking fund or make other
provisions for the redemption or purchase of Preferred Shares of
that series;
(e) The amount payable per Preferred Share of that series in
the event of the dissolution, liquidation, or winding up of the
Corporation, whether voluntarily or involuntarily;
(f) Voting powers, if any, of the series; and
(g) Whether the series shall have conversion privileges, and,
if convertible, the terms and conditions upon which Preferred
Shares of that series shall be convertible, including, without
limitation, the provision, if any, for adjustment of the conversion
rate and the payment of additional amounts by holders of such
shares upon the exercise of this privilege.
Irrespective of the limitations set forth in subsection (a) of this
section, the Board of Directors may, at any time after the number
of Preferred Shares authorized under a series has been established,
authorize the issuance of additional Preferred Shares of the same
series or reduce the number of Preferred Shares authorized under
such series. All Preferred Shares shall be identical to each other
in all respects, except as to those relative rights, preferences,
and limitations established by the Board of Directors pursuant to
its authority as determined by reference to the Nevada Corporation
Code and as established in subsections (a) through (g), inclusive,
of this section, as to which there may be variations between
series.
Section 4.3 Voting. Each record holder of Common Shares (and to
the extent, if any, provided by the laws of the State of Nevada or
by the Board of Directors acting pursuant to the authority set
forth in Section 4.2(f). of this article each record holder of
Preferred Shares) shall have one vote on each matter submitted to
a vote for each Share standing in his name on the books of the
Corporation. Unless otherwise required under the laws of the State
of Nevada, these Articles of Incorporation, the Bylaws, or the
resolution of the Board of Directors creating any series of
Preferred Shares, no matter submitted to a Shareholder vote shall
require the approval of a class or series of Shares voting
separately.
Section 4.4 Quorum. At all meetings of Shareholders, one-third
(1/3) of the Shares entitled to vote at such meeting, whether
represented in person or by proxy, shall constitute a quorum and at
any meeting at which a quorum is present the affirmative vote of a
majority of the Shares represented at such meeting and entitled to
vote on the subject matter shall be the act of the Shareholders.
ARTICLE V
RIGHTS OF SHAREHOLDERS
Section 5.1 Cumulative Voting. Shareholders are not entitled to
cumulative voting unless expressly provided to the contrary by
resolution of the Board of Directors in establishing a series
within a class of Shares.
Section 5.2 Preemptive Rights. Shareholders shall not be entitled
to any preemptive or similar rights, including, without limitation,
any preemptive or similar right to purchase, subscribe for, or
otherwise acquire unissued or treasury Shares of the Corporation
that may be issued at any time, or to purchase, subscribe for, or
otherwise acquire any options, warrants, or privileges to purchase,
subscribe for, or otherwise acquire any such unissued or treasury
Shares, or to purchase, subscribe for, or otherwise acquire bonds,
notes, debentures, or other securities convertible into or carrying
options, warrants, or privileges to purchase, subscribe for, or
otherwise acquire any such unissued or treasury Shares unless
expressly provided to the contrary by resolution of the Board of
Directors in establishing a series within a class of Shares.
ARTICLE VI
REGISTERED OFFICER AND REGISTERED AGENT
The registered office of the Corporation is One East First Street,
Reno, Nevada 89501, and the name of the registered agent of the
Corporation at such address is The Corporation Trust Corporation of
Nevada.
ARTICLE VII
BOARD OF DIRECTORS
Section 7.1 Exercise of Corporate Powers. The corporate powers
shall be exercised by the Board of Directors. The number of
directors shall be set under the Bylaws or by resolution of the
Board of Directors, either of which shall meet the requirements set
forth under the Nevada Corporation Code, and subject to the
limitation that the initial Board of Directors shall consist of one
person, whose name and address is as follows: Paul M. Lionti; 17659
Sun Meadow, Dallas, Texas 75252.
Section 7.2 Limitation of Liability. To the fullest extent
permitted by the Nevada Corporation Code, as the same exists or may
hereafter be amended, a director of the corporation shall not be
liable to the Corporation or to the Shareholders for breach of
fiduciary duty as a director.
Section 7.3 Delegation to Bylaws. All other provisions relating
to the governance of the Board of Directors shall be set forth in
the Bylaws, or established by resolutions of the Board of Directors
in accordance with authority granted thereby.
ARTICLE VIII
TRANSACTIONS WITH CERTAIN INTERESTED PARTIES
Section 8.1 Directors and Officers. No contract or other
transaction between the Corporation and one or more of its
directors or officers or any other corporation, firm, association,
or entity in which one or more directors of the Corporation are
directors or officers or are financially interested shall be either
void or voidable solely because of such relationship or interest,
or solely because such directors are present at the meeting of the
Board of Directors or a committee thereof which authorized,
approved, or ratified such contract or transaction, or solely
because their votes were counted for such purpose if: (a) the
fact of such relationship or interest is disclosed or known to the
Board of Directors or committee which authorizes, approves, or
ratifies the contract or transaction by a vote or consent
sufficient for the purpose without counting the votes or consents
of such interested persons; (b) the fact of such relationship or
interest is disclosed to or known by the Shareholders entitled to
vote and they authorize, approve, or ratify such contract or
transaction by vote or written consent; or (c) the contract or
transaction is fair and reasonable to the Corporation. Common or
interested directors may be counted in determining the presence of
a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves, or ratifies such contract or
transaction.
Section 8.2 Certain Other Persons. No contract or other
transaction between the Corporation and one or more of its
employees, fiduciaries, or agents or between the Corporation and
any corporation, firm, association, or entity of which one of the
employees, fiduciaries, or agents of the Corporation is a director,
officer, member, employee, trustee or shareholder, or otherwise has
a direct or indirect financial interest is void or voidable solely
because of such relationship or interest or solely because such
persons were present at the meeting of the Board of Directors or a
committee thereof which authorizes, approves, or ratifies such
contract or transaction or solely because their votes are counted
for such purpose if: (a) the fact of such relationship or
interest is disclosed to or known by the Board of Directors or
committee which authorizes, approves, or ratifies the contract or
transaction by a vote or consent sufficient for the purpose without
counting the votes or consents of such interested persons; or (b)
the fact of such relationship or interest is disclosed to or known
by the Shareholders entitled to vote and they authorize, approve,
or ratify such contract or transaction by vote or written consent.
<PAGE>
ARTICLE IX
CORPORATE OPPORTUNITY AND INDEMNIFICATION
Section 9.1 Corporate Opportunity. The officers, directors, and
other members of management of the Corporation shall be subject to
the doctrine of "corporate opportunities" only insofar as this
doctrine applies to business opportunities in which the Corporation
has expressed an interest as determined from time to time by the
Board of Directors through resolutions appearing in the minutes of
the Corporation. Once such areas of interest are delineated, all
business opportunities within such areas of interest which come to
the attention of the officers, directors, and other members of
management of the Corporation shall be disclosed promptly to the
Corporation and made available to it. The Board of Directors may
reject any business opportunity. Until such time as the
Corporation, through its Board of Directors, has designated an area
of interest, the officers, directors, and other members of
management of the Corporation shall be free to engage in such areas
of interest on their own. This doctrine shall not limit the right
of any officer, director, or other member of management of the
Corporation to continue a business existing prior to the time that
an area of interest is designated by the Corporation. This
provision shall not be construed to release any employee of the
Corporation (other than an officer, director, or other member of
management) from any duties which he may have to the Corporation;
additionally, an agreement between the Corporation and an officer,
director, or other member of the management of the Corporation may
expressly modify this article to such extent as the Board of
Directors in its sole discretion may determine.
Section 9.2 Indemnification. The Bylaws shall set forth the
indemnification rights available to officers, directors, employees
and agents.
ARTICLE X
MAJORITY VOTE
When, with respect to any action to be taken by Shareholders of the
Corporation, the Nevada Corporation Code requires the vote or
concurrence of the holders of two-thirds of the outstanding Shares
entitled to vote thereon, or of any class or series, such action
may
be taken by the vote or concurrence of a majority of such Shares or
class or series thereof.
ARTICLE XI
TRANSFER RESTRICTIONS ON SHARES
The Corporation has the right, by appropriate action, to impose
restrictions upon the transfer of any of its Shares, or any
interest
therein; provided, however, that such restrictions or the substance
thereof shall be set forth upon the face or back of the
certificates
representing such Shares.
ARTICLE XIII
AMENDMENTS; BYLAWS
The Bylaws of the Corporation may contain any provision for the
regulation and management of the affairs of the Corporation not
inconsistent with the laws of the State of Nevada or these Articles
of Incorporation. The Board of Directors, in addition to the
Shareholders, shall have the power to alter, amend, or repeal the
Bylaws or to adopt new Bylaws.
<PAGE>
IN WITNESS WHEREOF, the undersigned incorporator has signed these
Articles of Incorporation this 20th day of May, 1996.
Mark S. Pierce, Incorporator
4221 East Pontatoc Canyon Drive
Tucson, Arizona 85718
State of Arizona )
) SS
County of Pima )
On this 20th day of May, 1996, before me personally appeared
Mark S. Pierce, whose identity was proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to
this instrument, and acknowledged that he/she executed the same.
Notary Public
Residing at
My commission expires:
The undersigned, The Corporation Trust Company of Nevada, does
hereby sign these articles for the express and sole purpose of
accepting its appointment as registered agent.
THE CORPORATION TRUST COMPANY OF NEVADA
By:
,
Date:
<PAGE>
EXHIBIT 3.2
BYLAWS (NEVADA)<PAGE>
BYLAWS
CNH HOLDINGS COMPANY
ARTICLE I
(Offices)
Section 1.1. Principal Office. The principal office of the
corporation shall be located at such place as the board shall
designate. The corporation may have such other offices and places
of business, either within or outside of Nevada, as the board may
designate or as the affairs of the corporation may require.
Section 1.2. Registered Office. The registered office required by
the Nevada Corporation Code may, but need not, be identical with
the
principal office if in Nevada, and the address of the registered
office may be changed from time to time by the board. The board
shall also appoint and maintain a registered agent, or agents if
necessary.
ARTICLE II
(Shareholders)
Section 2.1. Annual Meeting. Unless otherwise designated by the
board, the annual meeting of shareholders shall be held during the
month of April, at a time and date fixed by the board, or at such
other time as may be determined by the board, for the purpose of
electing directors and for the transaction of such other business
as
may lawfully and properly come before the meeting. If the election
of directors shall not be held at the annual meeting, or at any
adjournment thereof, the board shall cause the election to be held
at a special meeting as soon thereafter as convenient.
Section 2.2. Special Meetings. Special meetings may be called as
set forth in the Nevada Corporation Code.
Section 2.3. Place of Meeting. The board may designate any place,
either within or outside of Nevada, as the place for any annual
meeting or any special meeting called by the board. If no
designation is made, or if a special meeting shall be called
otherwise than by the board, the place of the meeting shall be the
registered office.
Section 2.4. Notice of Meeting; Waiver. Written notice or waiver
thereof shall be made in accordance with the Nevada Corporation
Code.
Section 2.5. Conduct of Meeting. The president shall call
meetings to order and act as chairman. In the absence of the
president, any shareholder entitled to vote at that meeting, or any
proxy of such shareholder, may call the meeting to order and a
chairman shall be elected by a majority of the shareholders
entitled to vote at that meeting. Any person appointed by the
chairman shall act as secretary of such meeting.
Section 2.6. Closing of Transfer Books or Fixing of Record Date.
The Nevada Corporation Code shall govern the closing of transfer
books or the fixing of a record date for purposes of shareholders'
meetings or for the purpose of determining shareholders entitled to
receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose.
Section 2.7. Quorum. Unless otherwise provided by the articles of
incorporation, one-third of the outstanding shares entitled to
vote, represented in person or by proxy, shall constitute a quorum
at a meeting. If a quorum is not represented at a meeting, a
majority of the shares present may adjourn the meeting without
further notice for a period not to exceed sixty days at any one
adjournment. At any adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might
have been transacted at the meeting as originally notified. The
shareholders present at a duly convened meeting may continue to
transact business until adjournment, notwithstanding the withdrawal
of shareholders so that less than a quorum remains. If a quorum is
present, the affirmative vote of a majority of the shares
represented and entitled to vote on the subject matter shall be the
act of the shareholders, unless the vote of a greater number or
voting by classes is required by law or the articles of
incorporation.
Section 2.8. Proxies. At all meetings, a shareholder may vote by
proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of
the meeting before or at the time of the meeting. No proxy shall
be valid after eleven (11) months from the date of its execution
unless otherwise provided in the proxy.
Section 2.9. Informal Action by Shareholders. Any action required
or allowed to be taken at a meeting may be taken without a meeting;
provided, however, that a consent in writing executed by the
shareholders so acting shall be signed by the shareholders
representing that number as shall allow for the passage of the
action being taken under the provisions of the articles of
incorporation or the Nevada Corporation Code. This consent shall
have the same force and effect as a vote of the shareholders, and
may be stated as such in any articles or document filed with the
Secretary of State for the State of Nevada under the Nevada
Corporation Code.
ARTICLE III
(Board of Directors)
Section 3.1. General Powers. The property, business and affairs
of the corporation shall be managed by the board, except as
otherwise provided in the Nevada Corporation Code or the articles
of incorporation. The board shall have all powers to act as set
forth in the laws of Nevada.
Section 3.2. Performance of Duties. A director shall perform his
duties in good faith, including his duties as a member of any
committee upon which he may serve, and in a manner reasonably
believed to be in the best interests of the corporation, and with
such care as an ordinarily prudent person in a like position would
use under similar circumstances. Each directors' actions shall be
subject to the business judgment rule and each director shall be
free from liability to the full extent provided by the Nevada
Corporation Code.
Section 3.3. Number, Tenure and Qualifications. The number of
directors shall initially be set at the organizational meeting
therefor, or unanimous consent in lieu thereof. The number of
directors shall not exceed seven (7), nor be less than three (3),
unless there are fewer then three (3) shareholders in number, in
which event the number of directors may equal the number of
shareholders. The directors shall be elected at each annual
meeting of shareholders. Each director shall hold office until the
next annual meeting of shareholders and thereafter until his
successor shall have been elected and qualified. Directors shall
be 18 years of age or older, but need not be residents of Nevada or
shareholders. Directors shall be removable in the manner provided
by the Nevada Corporation Code.
Section 3.4. Resignation. Any director may resign at any time by
giving notice (either oral or written) of his resignation to the
board, the president or the secretary. The resignation shall take
effect at the date of receipt of such notice or at any later time
specified therein and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
Section 3.5. Removal. Except as otherwise provided in the
articles of incorporation or in these bylaws, any director may be
removed, either with or without cause, at any time by the
affirmative vote of the holders of a majority of the issued and
outstanding shares of stock entitled to vote for the election of
directors at a special meeting of the shareholders called and held
for such purpose.
Section 3.6. Vacancies. Any vacancy occurring in the board may be
filled by the affirmative vote of a majority of the remaining
directors though less than a quorum.
Section 3.7. Regular Meetings. A regular meeting of the board
shall be held without other notice than this bylaw immediately
after and at the same place as the annual meeting of shareholders.
The board may provide by resolution the time and place, either
within or outside of Nevada, for the holding of additional regular
meetings without other notice than such resolution.
Section 3.8. Notice. Notice of any special meeting shall be given
at least 3 days previous thereto by written notice delivered
personally or mailed to each director at his business address.
Such notice shall be deemed to be delivered when deposited in the
United States mail so addressed, with postage thereon prepaid.
Section 3.9. Quorum. A majority of the number of directors in
office at the time of the meeting shall constitute a quorum for
the transaction of business, but if less than such a majority is
present, a majority of the directors present may adjourn the
meeting from time to time without further notice.
Section 3.10. Manner of Acting. If a quorum is present, the
affirmative vote of a majority present and entitled to vote on that
particular matter shall be the act of the board, unless the vote of
a greater number is required by law or the articles of
incorporation.
Section 3.11. Compensation. By resolution of the board, any
director may be reimbursed for all reasonable expenses incurred in
attending any meeting and may be paid a fixed sum for attendance at
such meeting, or receive a stated salary as director. No such
payment shall preclude any director from serving the corporation in
any other capacity and receiving compensation therefor.
Section 3.12. Committees. The board, by resolution adopted by a
majority elected and qualified at the time of the resolution, may
designate two or more directors to constitute an executive or any
other committee, which shall have and may exercise all of the
authority of the board or such lesser authority as may be set forth
in said resolution. No such delegation of authority shall operate
to relieve the board or any director from any responsibility
imposed by law. The board shall at any time have the power to fill
vacancies in, to change the size or constituent membership of and
to discharge any committee in whole or in part. Each committee
shall keep a written record of its acts and proceedings and shall
submit this record to the board at each regular meeting thereof and
at such other times as may be requested by the board. Failure to
submit this record or of the board to approve any action set forth
therein shall not invalidate any action taken by the committee to
the extent the action was carried out prior to the time it was or
should have been submitted to the board.
Section 3.13. Informal Action by Directors. Any action required
or permitted to be taken at a meeting of directors, or at any
meeting of any committee of directors, may be taken without a
meeting if a consent in writing setting forth the action so taken
shall be signed by a majority of those directors entitled to vote
with respect to the subject matter thereof. This consent shall
have the same force and effect as a vote of the directors, and may
be stated as such in any articles or documents filed with the
Secretary of State for the State of Nevada under the Nevada
Corporation Code.
Section 3.14. Meetings by Telephone. Members of the board or any
committee may participate in a meeting by means of conference
telephone or similar communications equipment by which all persons
participating in the meeting can hear each other at the same time.
Such participation shall constitute presence in person.
ARTICLE IV
(Officers and Agents)
Section 4.1. General. The officers shall initially be a
president, a secretary and a treasurer, each of whom shall be
elected by the board. The board may also appoint one or more vice
presidents and such other officers, assistant treasurers, and
assistant secretaries as may be necessary, each of whom shall be
chosen in such manner and hold office for such terms and have such
authority and duties as from time to time may be determined by the
board, or which may otherwise be commensurate with their position.
The salaries of all the officers shall be fixed by the board. One
person may hold any two offices, except that no person may
simultaneously hold the offices of president and secretary. The
officers shall be 18 years of age or older. In all cases where the
duties of any officer, agent or employee are not prescribed by the
bylaws or by the board, such officer, agent or employee shall
follow the orders and instructions of (a) the president, or if a
chairman of the board has been elected, then (b) the chairman.
Section 4.2. Election and Term in Office. The officers shall be
elected by the board annually at the first meeting held after each
annual meeting of the shareholders. If the election of officers
shall not be held at such meeting, such election shall be held as
soon thereafter as may be convenient. Each officer shall hold
office until the first of the following occurs: until his successor
shall have been duly elected and shall have qualified; until his
death; until he shall resign; or until he shall have been removed
in the manner hereinafter provided.<PAGE>
Section 4.3. Removal. Any officer, agent
or employee may be removed by the board or by an executive committee, if any,
whenever in its judgement the best interests of the corporation will be
served thereby, but such removal shall be without prejudice to the
contracts rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create
contract rights.
Section 4.4. Vacancies. A vacancy in any office, however
occurring, may be filled by the board for the unexpired portion of
the term.
Section 4.5. Bonds. If the board by resolution shall so require,
any officer or agent of the corporation shall give bond to the
corporation in such amount and with such surety as the board, may
deem sufficient, conditioned upon the faithful performance of that
officer's or agent's duties and offices.
ARTICLE V
(Stock)
Section 5.1. Certificates. The shares of stock shall be
represented by consecutively numbered certificates signed in the
name of the corporation by its president or a vice president and by
the treasurer or an assistant treasurer or by the secretary or an
assistant secretary, and shall be sealed with the seal of the
corporation, if any. Certificates of stock shall be in such form
consistent with law as shall be prescribed by the board. No
certificate shall be issued until the shares represented thereby
are fully paid. Once issued, shares shall be nonassessable.
Section 5.2. Record. A record shall be kept of the name of each
person or other entity holding the stock represented by each
certificate for shares of the corporation issued, the number of
shares represented by each such certificate, the date of issuance
and, in the case of cancellation, the date of cancellation. The
person or other entity in whose name shares of stock stand on the
books of the corporation shall be deemed the owner thereof, and
thus the holder of record of such shares of stock for all purposes.
ARTICLE VI
(Indemnification of Officers and Directors)
The corporation has the power to indemnify current or former
directors, officers, employees, and agents to the fullest extent
provided in its Articles of Incorporation and by the Nevada
Corporation Code as amended and in effect on the date of the
adoption of this article.
ARTICLE VII
(Instruments; Loans; Checks; Deposits; Proxies)
Section 7.1. Execution of Instruments. The president shall have
the power to execute and deliver on behalf of and in the name of
the corporation any instrument requiring the signature of an
officer of the corporation, except as otherwise provided in the
articles of incorporation or these bylaws or where the execution
and delivery thereof shall be expressly delegated by the board to
some other officer or agent of the corporation. Unless authorized
to do so by these bylaws or by the board, no officer, agent or
employee shall have any power or authority to bind the corporation
in any way, to pledge its credit or to render it liable pecuniarily
for any purpose or in any amount.
Section 7.2. Loans. The corporation may lend money to, guarantee
the obligations of and otherwise assist directors, officers and
employees of the corporation, or directors of another corporation
of which the corporation owns a majority of the voting stock, only
upon compliance with the requirements of the Nevada Corporation
Code. No loans shall be contracted for on behalf of the
corporation and no evidence of indebtedness shall be issued in its
name unless authorized by a resolution of the board. Such
authority may be general or confined to specific instances.
ARTICLE VIII
(Miscellaneous)
Section 8.1. Amendments. The board shall have the power to alter,
amend or repeal the bylaws or adopt new bylaws of the corporation
at any regular meeting of the board or at any special meeting
called for that purpose, subject to repeal or change by action of
the shareholders.
Section 8.2. Emergency Bylaws. Subject to repeal or change by
action of the shareholders, the board may adopt emergency bylaws in
accordance with and pursuant to the provisions of the Nevada
Corporation Code.
The above and foregoing constitute the true, correct and complete
bylaws of CNH Holdings Company, a Nevada corporation, as adopted by
its directors on the date of its incorporation.
Mark S. Pierce, Secretary
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0
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