<PAGE> 1
As filed with the Securities and Exchange Commission on June 7, 1999
Registration No. _______________
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
AGE RESEARCH, INC.
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(Name of Small Business Issuer in its Charter)
Delaware 87-0419387
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
31103 Rancho Viejo Road, #2102, San Juan Capistrano, CA 92675
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (800) 597-1970
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Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
N/A N/A
--- ---
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $0.001 per share
------------------------------------------
(Title of Class)
==============================================================================
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AGE RESEARCH, INC
FORM 10-SB
TABLE OF CONTENTS
PART 1 Page
Item 1. Description of Business ..................................... 3
Item 2. Management's Discussion and Analysis or Plan of Operation ... 6
Item 3. Description of Property...................................... 8
Item 4. Security Ownership of Certain Beneficial Owners
and Management.............................................. 8
Item 5. Directors, Executive Officers, Promoters
and Control Persons......................................... 9
Item 6. Executive Compensation....................................... 9
Item 7. Certain Relationships and Related Transactions............... 11
Item 8. Description of Securities.................................... 11
PART II
Item 1. Market Price of and Dividends on the Registrant's
Common Equity and Other Shareholder Matters................. 11
Item 2. Legal Proceedings............................................ 12
Item 3. Changes in and Disagreements with Accountants................ 12
Item 4. Recent Sales of Unregistered Securities...................... 12
Item 5. Indemnification of Directors and Officers.................... 12
PART F/S
Financial Statements......................................... 14
PART III
Item 1. Index to Exhibits............................................. 27
Item 2. Signatures.................................................... 27
<PAGE>
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
Corporate History
- -----------------
The Registrant was incorporated on July 10, 1984, under the name Mammon
Oil & Gas, Inc. ("Mammon"), in the state of Utah. On February 24, 1986,
Mammon's shareholders approved proposals to to change the business direction
of the Registrant to the business of health care including research,
development and marketing, and a name change to Volt Research, Inc.
Subsequent to the name change, the Registrant began investigating and
seeking out investments and acquisitions generally in the health care
industry, and specifically in the area of new concepts for the prevention and
treatment of aging skin. From August 1986 to August 1988, the Registrant
engaged in operating clinics dedicated to Retin-A skin therapy. In August
1988, management decided to concentrate on selling its expertise and products
directly to physicians, and the clinic operations were phased out.
In the latter half of 1987, the Registrant, in cooperation with Dr.
Albert Kligman, a leading dermatologist and the inventor of the Retin-A
(Tretinoin) treatment program, developed and tested a complete skin care
regimen designed to be used with Retin-A treatments. Since 1987, the
Registrant has directed its resources toward the development and marketing of
a comprehensive skin-renewal program called RejuvenAge for physicians wanting
to offer Retin-A therapy in their offices.
Current Business Activities
- ----------------------------
Since December 1987, the Registrant has marketed its RejuvenAge products
to physicians practicing skin therapy medical specialities. Management
believes that this market represents the group that is best qualified and most
interested in the RejuvenAge program.
The RejuvenAge products are non-prescription skin care products that do
not contain Retin-A or any other precription drug. However, they were
formulated to be used in conjunction with Retin-A.
The RejuvenAge products are designed to be used together in a simple
regimen of cleansing followed by either a night-time moisterizer (emollient)
or a day-time moisterizer with a sun-protection factor of 15. Special
formulations include a glycolic formula which produces skin exfoliation,
useful with sun-damaged skin, and a hydrocortizone formula which reduces
inflammation of minor skin irritations such as sunburn and bug bites.
In addition to the RejuvenAge products, the Registrant sells a
proprietary moisturizing shaving cream for sensitive or irritated beard
conditions called Bladium. The Bladium product helps relieve irritation due
to a condition known as razor bumps, or pseudofolliculitis-barbae.
The Registrant owns the formulations for both the RejuvenAge and Bladium
products. The products are manufactured by independent contractors.
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Products
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RejuvenAge Products
1. Moisture Rich Cleanser - a moisturizing, pH balanced cleanser
designed to cleanse dry, sensitive skin.
2. Moisture Rich Emollient (Regular) - a concentrated super skin
moisturizer designed to nourish and protect skin with an essential oil
depleted in the aging process, developed for excessively dry skin, or skin
exposed to low humidity conditions in travel and outdoor activities.
3. Moisture Rich Emollient (Glycolic) - regular moisturizer (above) with
glycolic acid to help produce skin exfoliation.
4. Moisture Rich Emollient (HC) - regular moisturizer (above) with
hydrocortizone to help reduce itching and rash associated with starting the
use of Retin-A.
5. Moisturizing Sunblock - light hand, face and body moisturizer with
SPF rating of 15 for sun protection.
Bladium Product
1. Moisturizing shave cream for sensitive or irritated beard conditions.
All of the products are all fragrance-free, non-comedogenic,
hypoallergenic, PH balanced, and dermatology tested.
Distribution of Products
- ------------------------
The Registrant markets its treatment program and products directly to
physicians and by mail order. Since the beginning of its direct marketing
program, the Registrant has concentrated its marketing to physicians
practicing in medical specialty areas such as dermatology. The RejuvenAge
treatment program is designed to complement and enhance a Retin-A treatment
program, and is intended to assist physicians in increasing patient base and
revenues from the resale of RejuvenAge skin care products.
Competition
- -----------
The Registrant competes with numerous companies marketing cosmetics
claiming to treat aging and sun-damaged skin. Most of these companies are
substantially larger and have significantly greater financial resources,
personnel and experience. By marketing directly to physicians, management
believes it has established a market niche which it hopes to expand.
Sources and Availability of Raw Materials
- -----------------------------------------
The Registrant owns the formulations of the products and uses various
independent contractors to manufacture the products to its specifications.
The Registrant has not experienced and does not anticipate any difficulty
sufficient quantities of products to meet its current and anticipated sales
objectives.
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Dependence on One or a Few Major Customers
- ------------------------------------------
The Registrant does not depend on a few customers, but rather has a broad
customer base to whom it sells relatively small quantities of its products.
The loss of any one of these customers would not jeopardize the Registrant's
operations.
Trademarks
- ----------
The Registrant owns the U.S. Trademarks for RejuvenAge and Bladium, and
the U.K. Trademarks for RejuvenAge.
Government Regulation
- ---------------------
The Registrant is, and will continue to be, subject to numerous
government regulations by federal, state, and local government agencies which
are applicable to all businesses. Additionally, the Registrant may be
subjected to laws and regulations which are specifically designated for
businesses involved in the health care industry. The RejuvenAge products are
non-prescription skin care products that do not contain Retin-A or any other
ingredients classified by the U.S. Food and Drug Administration ("FDA")as
prescription drugs requiring specific approval under current FDA laws and
regulations.
Employees
- ---------
As of the date hereof, the Registrant does not have any employees and has
no plans for retaining employees until such time as the Registrant's business
warrants the expense, or until the Registrant successfully acquires or merges
with an operating business. The Registrant may find it necessary to
periodically hire part-time clerical help on an as-needed basis.
Facilities
- ----------
The Registrant currently leases an approximately 400 square foot
office/warehouse facility at 26411 Via De Anza, San Juan Capistrano,
California, for $234 per month on a month-to-month basis.
Year 2000 Computer Problem
- --------------------------
The Year 2000, or Y2K problem concerns potential failure of certain
computer software to correctly process information because of the software's
inability to calculate dates. The Registrant has no operations or current
equipment which might be affected by the Year 2000 computer glitch.
<PAGE>
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
The Registrant is voluntarily filing its registration statement on Form
10SB in order to make information concerning itself more readily available to
the public.
Results of Operations
- ---------------------
General
- -------
Since December 1987, the Registrant has marketed its RejuvenAge products
to physicians practicing skin therapy medical specialities. The RejuvenAge
products are non-prescription skin care products that do not contain Retin-A
or any other precription drug. In addition to the RejuvenAge products, the
Registrant sells a proprietary moisturizing shaving cream for sensitive or
irritated beard conditions called Bladium.
The Registrant owns the formulations for both the RejuvenAge and Bladium
products. The products are manufactured by independent contractors. In order
to increase its profitability and reduce expenses, in fiscal 1998 the
Registrant reduced its office expenses to a minimum and eliminated its
advertising and salary expenses.
Year ended December 31, 1998
- ----------------------------
Revenues and Costs of Sales. For the fiscal year ended December 31,
1998, the Registrant had revenues of $17,457 with cost of sales of $3,765, or
approximately 22% of revenues, for a gross profit of $13,692, compared to the
prior year's revenues of $26,975 with cost of sales of 13,934, or
approximately 52% of revenues, for a gross profit of $13,041. Management
believes that the reduction in sales volume is due primarily to the reduction
in advertising. The concomitant reduction in operating expenses and the
decrease in cost of sales reflects the success of management's efforts to
reduce expenses and control costs by moving towards temporary employment on an
as needed basis.
General and Administrative Expense. Total operating expenses for 1998
were $17,578 compared to $23,104 for 1997, with substantial savings on rent
and office expenses. Legal and professional fees were for 1998 increased to
$8,800 from $2,300 in 1997, the only area where operating expenses increased
significantly, primarily due to the expenses associated with the preparation
of audited financial statements and legal expenses incurred in preparation for
the filing of this registration statement. The net loss from operations for
1998 was (7,988), after taking into account other income of $4,243,
compared to a net loss from operations for 1997 of $(22,087).
Liquidity and Capital Resources
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Historically, the Registrant has financed its operations through a
combination of cash flow derived from operations and debt and equity
financing. At December 31, 1998, the Registrant had a working capital of
$(18,841) based on current assets of $12,248 consisting of cash ($2,916),
accounts receivable ($2,503), and inventory ($6,829), and current liabilities
<PAGE> 7
of $31,089, consisting of accounts payable ($2,649) and accrued expenses
($28,440).
Based on its current marketing program and sales, it is clear that the
Company will have to increase its sales volume significantly in order to
continue operations. At this time, however, the Registrant does not have any
working capital to expand its marketing efforts.
The Registrant proposes to finance its needs for additional working
capital through some combination of debt and equity financing. Given its
current financial condition, it is unlikely that the Registrant could make a
public sale of securities or be able to borrow any significant sum from either
a commercial or private lender. The most likely method available to the
Registrant would be the private sale of its securities. There can be no
assurance that the Registrant will be able to obtain such additional funding
as needed, or that such funding, if available, can be obtained on terms
acceptable to the Registrant.
The Statements of Stockholders' Equity includes a figure for issuance of
stocks in fiscal 1997 of 2,300,000 shares. 1,050,000 of the shares shown as
issued in 1997 represent an adjustment to bring the unaudited prior years up
to the audit's reconciliation with the shareholder report at December 31,
1997. Apparently, certain shares were issued prior to December 31, 1996 which
were not previously reflected in the financial statements.
<PAGE>
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ITEM 3. DESCRIPTION OF PROPERTY
The information required by this Item 3 is not applicable to this Form
10SB due to the fact that the Registrant does not own or control any material
property.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables sets forth the number of shares of the Registrant's
Common Stock, par value $0.001, held by each person who is believed to be
the beneficial owner of 5% or more of the 63,944,251 shares of the
Registrant's common stock outstanding at December 31, 1998, based on the
Registrant's transfer agent's list, and the names and number of shares held by
each of the Registrant's officers and directors and by all officers and
directors as a group.
Title of Name and Address Amount and Nature of Percent
Class Of Beneficial Owner Beneficial Ownership of Class
- -------- ------------------- --------------------- --------
Common Mark A. Scharmann 5,069,400 Direct 7.93
1661 Lakeview Circle 3,200 Indirect(1) 0.01
Ogden, UT 84403
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Officers, Directors and Nominees
Common Richard F. Holt,
President/Director 3,064,543 Direct 4.79
1 Strawberry Lane 17,087,290 Indirect(2) 26.72
San Juan Capistrano,
CA 92675
Common Eldridge D. Huntington,
Vice President/Director 6,000,000 Direct 9.38
5314 Anaheim Road
Long Beach, CA 90815
Common Jean Armstrong,
Secretary/Treasurer
and Director 5,750,000 Direct 8.99
All Officers, Directors, and
Nominees as a Group (3 Persons) 14,814,543 Direct 23.16
17,087,290 Indirect 26.72
========== =====
______________________________
(1) Shares held of record by Troika Capital Investments, a company controlled
by Mark Scharmann
(2) 15,500,000 shares held of record by the Richard and Bonnie Holt Trust,
50,000 shares held of record by the Bonnie Holt Trust, and 1,537,290
shares held of record by the minor children of Richard and Bonnie Holt.
<PAGE>
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ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The names of the Registrant's executive officers and directors and the
positions held by each of them are set forth below:
Name Position
- ---- --------
Richard F. Holt President and Director
Eldridge D. Huntington Vice President and Director
Jean S. Armstrong Secretary/Treasurer and Director
The term of office of each director is one year and until his or her
successor is elected at the Registrant's annual shareholders' meeting and is
qualified, subject to removal by the shareholders. The term of office for
each officer is for one year and until a successor is elected at the annual
meeting of the board of directors and is qualified, subject to removal by the
board of directors.
Biographical Information
Set forth below is certain biographical information with respect to each
of the Registrant's officers and directors.
Richard F. Holt, age 58, has been president and director of the Company
since August 1995. In 1963, Mr. Holt graduated from Stanford University with
a Bachelor of Science degree. Mr. Holt earned an MBA from UCLA School of
Business in 1968. From 1969 to 1985, Mr. Holt was the CEO of Modulearn, Inc.,
and Micro General, Inc. From 1985 until 1995, when he became president of the
Company, Mr. Holt worked independently as an investor.
Eldredge D. Huntington, age 64, has been vice-president and a director of
the Company since 1990. Mr. Huntington earned an MPA from California State
University, and has completed coursework for a Ph.D From 1960 to 1990, Mr.
Huntington was Chief Information Officer at the Veterans Administration
Medical Center in Sepulveda, California. Since 1982, he has also been
teaching undergraduate and graduate courses as an adjunct professor at
California State University. In 1992, Mr. Huntington founded Functional
Analysis, a computer-based assessment and management decision-making training
organization.
Jean S. Armstrong, age 66, has been a vice president and a director of
the Company since 1990. Ms. Armstrong earned a Master's Degree in Psychology
from Antioch University. She spent over four years in the real estate
business in and around Los Angeles. Since 1989, Ms. Armstrong has been the
owner of her own interior design business serving the local community as well
as customers in the Bakersfield and Los Angeles areas.
ITEM 6. EXECUTIVE COMPENSATION
The Registrant has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or directors.
Except as noted below, the Registrant has not paid any salaries or other
compensation to its officers, directors or employees for the years ended
October 31, 1998, 1997 and 1996, nor at any time during 1998, 1997 or 1996.
Further, the Registrant has not entered into an employment agreement with any
<PAGE> 10
of its officers, directors or any other persons and no such agreements are
anticipated in the immediate future. It is intended that the Registrant's
directors may be compensated for services provided to the Company. As of the
date hereof, no person has accrued any compensation from the Registrant.
The following tables set forth certain summary information concerning the
compensation paid or accrued for each of the Registrant's last three completed
fiscal years to the Registrant's or its principal subsidiaries chief executive
officer and each of its other executive officers that received compensation in
excess of $100,000 during such period (as determined at December 31, 1998, the
end of the Registrant's last completed fiscal year):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
Other Restricted
Name and Annual Stock Options LTIP All other
Principal Position Year Salary Bonus($) Compensation Awards /SARs Payout Compensation
- ------------------ ---- ------ -------- ------------ ------ ------- ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard F. Holt 1998 $ -0- -0- -0- -0- -0- -0- -0-
President 1997 $ -0- -0- -0- -0- -0- -0- -0-
1996 $ -0- -0- -0- -0- -0- -0- -0-
</TABLE>
Options/SAR Grants in Last Fiscal Year
None.
Bonuses and Deferred Compensation
None.
Compensation Pursuant to Plans
None.
Pension Table
Not Applicable.
Other Compensation
None.
<PAGE>
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ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
At December 31, 1998, the Company had two 7.0% interest bearing notes
outstanding payable to Eldridge Huntington, the Company's Vice-president and a
director, and Jean Armstrong, the Company's Secretary/Treasurer and a
director, totalling $84,602. The notes are secured by the Company's assets,
and are due on demand.
At December 31, 1998, the Company had an 8.0% interest bearing note
outstanding payable to Richard Holt, the Company's President and a director,
totalling $12,000. The note is unsecured and is due on demand.
ITEM 8. DESCRIPTION OF SECURITIES
General
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The Registrant is authorized to issue one hundred million shares of one
class of capital stock, consisting of 100,000,000 shares of common stock, par
value $0.001 per share (the "Common Stock"). There were 63,944,251 shares of
Common Stock issued and outstanding as of December 31, 1998.
The holders of Common Stock are entitled to one vote per share on each
matter submitted to a vote at any meeting of shareholders. Shares of Common
Stock do not carry cumulative voting rights and, therefore, a majority of the
shares of outstanding Common Stock will be able to elect the entire board of
directors and, if they do so, minority shareholders would not be able to elect
any persons to the board of directors. The Registrant's bylaws provide that a
majority of the issued and outstanding shares of the Registrant constitutes a
quorum for shareholders' meetings, except with respect to certain matters for
which a greater percentage quorum is required by statute or the bylaws.
Shareholders of the Registrant have no preemptive rights to acquire
additional shares of Common Stock or other securities. The Common Stock is
not subject to redemption, call or assessment, and carries no subscription or
conversion rights. In the event of liquidation of the Registrant, the shares
of Common Stock are entitled to share equally in corporate assets after
satisfaction of all liabilities.
Holders of Common Stock are entitled to receive such dividends as the
board of directors may from time to time declare out of funds legally
available for the payment of dividends. The Registrant seeks growth and
expansion of its business through the reinvestment of profits, if any, and
does not anticipate that it will pay dividends in the foreseeable future.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS
The Registrant's common stock is not listed for publication of
quotations and, to the best of the Registrant's knowledge, its common stock
has not received a symbol from the NASD for publication of quotations.
Since its inception, the Registrant has not paid any dividends on its
Common Stock, and the Registrant does not anticipate that it will pay
dividends in the foreseeable future.
<PAGE> 12
As of December 31, 1998, there were 63,944,251 shares of common stock
outstanding held by approximately 271 stockholders of record, as reported by
the Registrant's transfer agent.
ITEM 2. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings and no such
action by or against it, to the best of its knowledge, has been threatened.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
The Registrant has not changed nor had any disagreements with its
independent certified accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
In 1997, the Registrant issued 1,250,000 shares Common Stock in a private
placement to an accredited investor for cash, at $0.004 per share. No
underwriter or placement agent was used by the Company and no commissions were
paid. Securities issued in the foregoing transaction were issued in reliance
on the exemption from registration and the prospectus delivery requirements of
the Securities Act of 1933, as amended (the "Securities Act"), set forth in
Rule 506 of Regulation D and/or Section 4(2) thereof and the regulations
promulgated thereunder. The purchaser represented that he is an "accredited
investor" as that term is defined under Rule 501 of Regulation D of the
Securities Act. The purchaser was not an officer and/or director of the
issuer at the time of the issuance of the securities or currently holds such
positions with the issuer. Such purchaser was provided information regarding
the Company and its business and financial condition and met and/or was given
opportunity to ask questions of the Company's officers and directors. No
general advertising or solicitation was used in connection therewith.
In 1998, the Registrant issued 3,250,000 shares of Common Stock in a
private placement to an accredited investor for cash, at $0.0017 per share.
No underwriter or placement agent was used by the Company and no commissions
were paid. Securities issued in the foregoing transaction were issued in
reliance on the exemption from registration and the prospectus delivery
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
set forth in Rule 506 of Regulation D and/or Section 4(2) thereof and the
regulations promulgated thereunder. The purchaser represented that he is an
"accredited investor" as that term is defined under Rule 501 of Regulation D
of the Securities Act. The purchaser was not an officer and/or director of
the issuer at the time of the issuance of the securities or currently holds
such positions with the issuer. Such purchaser was provided information
regarding the Company and its business and financial condition and met and/or
was given opportunity to ask questions of the Company's officers and
directors. No general advertising or solicitation was used in connection
therewith.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware Corporation Law provides in relevant parts as
follows:
(1) A corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
<PAGE> 13
administrative, or investigative (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or on
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(2) A corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending, or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the feet that he is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only
to the extent that the court in which such action or suit was brought shall
determine on application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
(3) To the extent that a director, officer, employee, or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in 1) or (2) of this subsection, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection therewith.
(4) The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any bylaws, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such
a person.
The foregoing discussion of indemnification merely summarizes certain
aspects of indemnification provisions and is limited by reference to the above
discussed sections of the Delaware Corporation Law.
The Registrant's certificate of incorporation and bylaws provide that the
Registrant "may indemnify" to the full extent of its power to do so, all
<PAGE> 14
directors, officers, employees, and/or agents. It is anticipated that the
Registrant will indemnify its officers and directors to the full extent
permitted by the above-quoted statute.
Insofar as indemnification by the Registrant for liabilities arising
under the Securities Act may be permitted to officers and directors of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant
is aware that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
PART F/S
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's financial statements for the fiscal years ended December
31, 1998, and 1997, have been examined to the extent indicated in their
reports by Harold Y. Spector, a corporation of certified public accountants,
and have been prepared in accordance with generally accepted accounting
principles and are attached hereto and incorporated herein by this reference.
<PAGE>
<PAGE> 15
Harold Y. Spector
Certified Public Accountant
80 SOUTH LAKE AVENUE, SUITE 723
PASADENA, CALIFORNIA 91101
INDEPENDENT AUDITOR'S REPORT
To the Broad of Directors and stockholders
of Age Research, Inc.
I have audited the accompanying balance sheet of Age Research, Inc.(a Delaware
Corporation), as of December 31, 1998 and 1997, and the related statements of
income and retained earnings, stockholders' equity and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audits.
I conducted my audits in accordance with generally accepted auditing
standards. Those standards require that I 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. I believe that my audits have a reasonable basis for
my opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Age Research, Inc. as of
December 31, 1998 and 1997, and the results of its operations and its cash
flows for the years then ended, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 9 to the
financial statements, the Company's significant operating losses, and deficits
in working capital and net worth raise substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Harold Y. Spector
Pasadena, CA
February 19, 1999
<PAGE>
<PAGE> 16
AGE RESEARCH, INC.
BALANCE SHEET
December 31, 1998 and 1997
ASSETS
1998 1997
----------- -----------
Current Assets
Cash $ 2,916 $ 2,014
Accounts Receivable 2,503 2,912
Inventory 6,829 7,270
----------- -----------
Total Current Assets 12,248 12,196
----------- -----------
Property and Equipment
Furniture and Fixtures 5,560 5,560
Machinery and Equipment 1,794 1,794
----------- -----------
7,354 7,354
Less: Accumulated Depreciation (6,700) (6,342)
----------- -----------
Total Property and Equipment 654 1,012
----------- -----------
TOTAL ASSETS $ 12,902 $ 13,208
=========== ===========
See accompanying notes and auditor's report
<PAGE>
<PAGE> 17
AGE RESEARCH, INC.
BALANCE SHEET
December 31, 1998 and 1997
LIABILITIES AND STOCKHOLDERS' EQUITY
1998 1997
----------- -----------
Current Liabilities
Accounts Payable $ 2,649 $ 1,907
Accrued Expenses 28,440 21,800
----------- -----------
Total Current Liabilities 31,089 23,707
----------- -----------
Long-Term Liabilities
Due to Stockholders 96,602 102,602
----------- -----------
Total Liabilities 127,691 126,309
----------- -----------
Stockholders' Equity
Common stock, $.001 par value, 100,000,000
shares authorized and 63,944,251 shares
issued and outstanding in 1998 and
60,694,251 in 1997 63,944 60,694
Paid-in Capital 600,977 591,227
Less: Stocks Subscription Receivable (7,500) 0
Retained Earnings (Accumulated Deficits) (772,210) (765,022)
----------- -----------
Total Stockholders' Equity (Deficits) (114,789) (113,101)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 12,902 $ 13,208
----------- -----------
See accompanying notes and auditor's report
<PAGE>
<PAGE> 18
AGE RESEARCH, INC.
STATEMENT OF INCOME AND RETAINED EARNINGS
For the years ended December 31, 1998 and 1997
1998 1997
------------- ----------------
SALES $ 17,457 $ 27,093
Less: Returns and Allowances - (118)
------------- ----------------
NET SALES 17,457 26,975
COST OF SALES - Schedule A 3,765 13,934
------------- ----------------
GROSS PROFIT 13,692 13,041
OPERATING EXPENSES - Schedule B 17,578 23,104
------------- ----------------
INCOME (LOSS) FROM OPERATIONS (3,886) (10,063)
------------- ----------------
OTHER INCOME (EXPENSES)
Interest Income 8 14
Other Income 4,243 -
Depreciation and Amortization (358) (358)
Interest Expenses (7,082) (7,362)
Penalties and Late Charges (113) (60)
Loss on Investments - (3,458)
------------- ----------------
Total Other Income (Expenses) (3,302) (11,224)
------------- ----------------
NET INCOME (LOSS) BEFORE TAXES (7,188) (21,287)
PROVISION FOR INCOME TAXES 800 800
------------- ----------------
NET INCOME (LOSS) (7,988) (22,087)
ACCUMULATED DEFICITS
Beginning Balance (765,022) (742,935)
Prior year adjustments 800 -
------------- ----------------
Ending Balance $ (772,210) $ (765,022)
============= ================
See accompanying notes and auditor's report
<PAGE>
<PAGE> 19
AGE RESEARCH, INC.
COSTS OF SALES
For the years ended December 31, 1998 and 1997
Schedule A
1998 1997
COSTS OF SALES ------------- ----------------
Beginning Inventory $ 7,270 $ 15,135
Purchases 2,862 4,053
Freight 462 2,016
------------- ----------------
10,594 21,204
Less: Ending Inventory (6,829) (7,270)
------------- ----------------
TOTAL COSTS OF SALES $ 3,765 $ 13,934
============= ================
See accompanying notes and auditor's report
<PAGE>
<PAGE> 20
AGE RESEARCH, INC.
OPERATING EXPENSES
For the years ended December 31, 1998 and 1997
Schedule B
1998 1997
OPERATING EXPENSES ------------- ----------------
Advertising $ - $ 1,013
Auto Expense - 200
Bad Debt 632 585
Bank Charges 650 1,276
Dues and Subscriptions 69 -
Insurance 1,615 2,149
Legal and Professional 8,800 2,300
Licenses/Taxes 70 695
Miscellaneous - 246
Office Expenses and Supplies 181 655
Outside Services 270 218
Postage 1,017 503
Rent 2,896 8,547
Repairs and Maintenance 304 330
Salaries - 1,607
Shareholder Expense 94 265
Taxes/Payroll - 104
Taxes/Property 41 -
Telephone 939 2,176
Utilities - 235
------------- ----------------
TOTAL OPERATING EXPENSES $ 17,578 $ 23,104
============= ================
See accompanying notes and auditor's report
<PAGE>
<PAGE> 21
AGE RESEARCH, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
For The Years Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
Paid
Common in Accumulated
Shares Stock Capital Deficit Total
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1996 58,394,251 $ 58,394 $ 588,527 $ (742,935) $ (96,014)
Issuance of Stocks 2,300,000 2,300 2,700 5,000
Net Loss (22,087) (22,087)
------------ ------------ ------------ ------------ ------------
Balance at December 31, 1997 60,694,251 $ 60,694 $ 591,227 $ (765,022) $ (113,101)
Prior year adjustment 800 800
------------ ------------ ------------ ------------ ------------
Adjusted Balance 60,694,251 $ 60,694 $ 591,227 $ (764,222) $ (112,301)
Issuance of Stocks 3,250,000 3,250 2,250 5,500
Net Loss (7,988) (7,988)
------------ ------------ ------------ ------------ ------------
Balance at December 31, 1998 63,994,251 $ 63,994 $ 593,477 $ (772,210) $ (114,789)
============ ============ ============ ============ ============
</TABLE>
See accompanying notes and auditor's report
<PAGE>
<PAGE> 22
AGE RESEARCH, INC.
STATEMENTS OF CASH FLOWS
For the years ended December 31, 1998 and 1997
1998 1997
------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ (7,988) $ (22,087)
Adjustment to reconcile net income to
net cash provided by operating
activities
Depreciation 358 358
Prior year adjustment 800 -
(Increase) Decrease in:
Accounts Receivable 409 489
Inventory 441 7,865
Increase (Decrease) in:
Accounts Payable 742 651
Accrued Expenses 6,640 7,976
------------- ----------------
Net Cash Provided (Used) by Operating
Activities 1,402 (4,748)
------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in Partnership Loan Receivable - 1,858
------------- ----------------
Net Cash Provided by Investing
Activities - 1,858
------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Payments of Notes Payable (6,000) -
Proceeds from issuance of stocks 5,500 5,000
------------- ----------------
Net Cash Provided (Used) by Financing
Activities (500) 5,000
------------- ----------------
NET INCREASE (DECREASE)IN CASH 902 2,110
CASH AT BEGINNING OF YEAR 2,014 (96)
------------- ----------------
CASH AT END OF YEAR $ 2,916 $ 2,014
============= ================
SUPPLEMENTARY DISCLOSURES:
Cash paid for:
Interest paid $ 0 $ 0
============= ================
Income Tax Paid $ 800 $ 0
============= ================
Noncash investing and financing activities:
A stock subscription receivable of $7,500 was incurred for issuance of
stocks.
See accompanying notes and auditor's report
<PAGE> 23
AGE RESEARCH, INC.
NOTES OF FINANCIAL STATEMENTS
For The Years Ended December 31, 1998 and 1997
NOTE 1 - GENERAL
Age Research, Inc. ("the Company"), fka Volt Research, Inc., was incorporated
under the laws of Utah on July 10, 1984. In April, 1987, the Company changed
its name to Age Research, Inc., and changed its state of domicile to Delaware.
Age Research, Inc. produces and sells a line of premium skin care products to
physicians and mail order. The Company has developed its own line of
dermatologist-formulated skin care products including moisturizers, cleaners,
sunscreens, and anti-aging emollients with glycolic acid. The products are
sold under the name of RejuvenAge, which is trademarked in U.S. and U.K., and
name of Bladium, which is trademarked in U.S.. The trademark in U.K. will be
expired in September, 2006.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company uses the accrual basis of accounting for financial and tax
reporting in accordance with generally accepted accounting principles.
Use of estimates
In preparing financial statements in conformity with GAAP, management is
required to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and revenues and expenses during the
reporting period. Actual results could differ from these estimates.
Revenue Recognition
Revenue from sales is recognized when the products are delivered and accepted
by the customers.
Accounts Receivable
The Company has not established an allowance for doubtful accounts and does
not use reserve method for recognizing bad debts. Bad debts are treated as
direct write-offs in the period management determines that collection is not
probable. Bad debt expense for years ended December 31, 1998 and 1997 was $632
and $585, respectively.
Inventories
Inventories consist of products already packaged and ready for shipments to
customers, and are stated at cost, using the first-in, first-out method.
Property and Equipment
Property and Equipment are stated at cost. Depreciation is computed over their
estimated useful lives using straight-line method for financial reporting, and
accelerated methods for tax reporting, therefore, temporary differences exist.
Expenditures for major renewals and betterment that extend the useful lives of
the assets are capitalized. Expenditures for maintenance and repairs are
charged to expense as incurred.
Depreciation expense was both $358 for years ended December 31, 1998 and 1997.
<PAGE> 24
AGE RESEARCH, INC.
NOTES OF FINANCIAL STATEMENTS
For The Years Ended December 31, 1998 and 1997
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Statement of Cash Flows
The Company prepares its statement of cash flows using the indirect method as
defined under Financial Accounting Standards Board Statement No. 95. For
purposes of the statements of cash flows, the Company considers all highly
liquid investments with a maturity of three months or less to be cash
equivalents.
Income Taxes
The Company accounts income taxes in accordance with Financial Accounting
standards Board Statement No. 109.
Reclassification
Certain reclassification have been made to the 1997 financial statements to
conform with the 1998 financial statement presentation. Such reclassification
had no effect on net loss as previously reported.
NOTE 3 - SUBSIDIARY
The Company has a wholly-owned subsidiary, Evergreen Skin Care Centers of
America, Inc. which is inactive with no assets and liabilities, and has no
activity either in 1998 or 1997.
NOTE 4 - A LIMITED PARTNERSHIP
The Company is the general partner of a limited partnership named as
RejuvanAge Spa Treatments Glen Ivy/Age Research Santa Monica Cart. The
partnership was terminated under mutual consent of the partners on December
31, 1994. In 1997, the Company wrote-off the loan receivable from the
partnership of $1,858, and included an accrual of $1,600 of the Partnership's
state franchise tax. The Company reversed this accrual in 1998.
NOTE 5 - LONG-TERM DEBTS
Long-term debts consisted of the following at December 31, 1998 and 1997:
1998 1997
a.) 7.0% note payable to related party, ------------ ------------
secured by the Company's assets,
due on demand $ 84,602 $ 84,602
b.) 8.0% note payable to stockholder,
unsecured, due on demand 12,000 18,000
------------ ------------
96,602 102,602
Less current portion 0 0
------------ ------------
$ 96,602 $ 102,602
============ ============
<PAGE> 25
AGE RESEARCH, INC.
NOTES OF FINANCIAL STATEMENTS
For The Years Ended December 31, 1998 and 1997
NOTE 6 - INCOME TAXES
Provision for income tax consisted of $800 minimum state franchise tax.
The Company has federal net operating losses carryforward of $682,574 to
reduce future taxable income. To the extent not utilized, the loss
carryforwards will begin to expire in 2001. Additionally, the Company has
state net operating losses to carryforward which expire as follows:
Expiring in Amount
----------- --------
1998 $ 5,303
1999 39,345
2000 34,078
2001 21,691
2002 8,416
--------
$108,833
========
NOTE 7 - LEASES
The Company leases a warehouse facility for $234 per month on a month-to-month
basis. Rent expense for 1998 and 1997 was $2,896 and $8,547, respectively.
NOTE 8 - PRIOR YEAR ADJUSTMENT
An overstatement of 1997 reported Accrued Expenses was discovered during 1998.
Correction of this error resulted in an increase of previously reported
Retained Earnings for year ended December 31, 1997 amounting to $800. This
error has no effect on year of 1998.
NOTE 9 - GOING CONCERN
The accompanying financial statements are presented on the basis that the
Company is going concerns. Going concern contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business
over a reasonable length of time. As shown in the accompanying financial
statements, the Company incurred net losses of $9,588 and $22,087 in 1998 and
1997, respectively, and as of December 31, 1998, the Company had a working
capital deficiency of $20,441 and a negative net worth of $116,389.
Management is currently involved in active negotiations to obtain additional
financing and actively increasing marketing efforts to increase revenues. The
Company continued existence depends on its ability to meet its financing
requirements and the success of its future operations. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
NOTE 10 - YEAR 2000
The Company believes that it has identified each of its computer systems that
will require modifications to enable it to perform satisfactorily on and after
January 1, 2000. The financial impact of making such modifications to the
<PAGE> 26
AGE RESEARCH, INC.
NOTES OF FINANCIAL STATEMENTS
For The Years Ended December 31, 1998 and 1997
NOTE 10 - YEAR 2000 (Continued)
Company's systems is not expected to be material to the Company's financial
position or results of operations. In addition, the Company is currently
corresponding with vendors that provide products and systems to the Company in
order to determine if such products and systems will be required to be
upgraded or replaced. Although management believes the Company has an adequate
program in place to address the year 2000 issue, the costs of upgrades to, or
replacements of, its purchased products or systems has not been determined and
there can be no assurance that the program will ultimately be successful.
<PAGE>
<PAGE> 27
PART III
ITEM 1. INDEX TO EXHIBITS
Copies of the following documents are included as exhibits to this Form
10SB pursuant to Item 601 of Regulation SB.
SEC
Exhibit Reference
No. No. Title of Document
- ------- --------- -----------------
1 3(i) Articles of Incorporation of the Registrant and related
Amendments
2 3(ii) Bylaws of the Registrant
3 4.01 Specimen Stock Certificate
4 27 Financial Data Schedule
ITEM 2. 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 thereunto duly authorized.
Age Research, Inc.
[Registrant]
Dated: June 4, 1999 By:/S/Richard F. Holt, President
<PAGE> 1
Exhibit No. 1 CERTIFICATE OF
INCORPORATION
OF
AGE RESEARCH, INC.
ARTICLE I
The name of the Corporation is AGE RESEARCH, INC.
ARTICLE II
The registered office of the Corporation in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, County of
New Castle. The registered agent in charge thereof at such address is The
corporation Trust Company.
ARTICLE III
The nature of the business, and the objects and proposed to be transacted,
promoted and carried on., are to co any or all things herein mentioned, as
fully and to the same extent as natural persons might or could do, and in any
par. c the world, viz.:
"The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may. be organized under the General
Corporation Law of Delaware."
ARTICLE IV
The amount of the total authorized capital stock of this Corporation is One
Hundred Thousand Dollars ($100,000) divided into 100,000,000 shares of $.001
par value each. All shares shall be designated as Common Stock. Shareholders
shall not have preemptive rights or be entitled to cumulative voting in
connection with the shares of the Company's Common Stock.
ARTICLE V
The name and mailing address of the incorporator of the Company is:
Richard F. Holt 26081 Avenida Aeropuerto, Suite E-1
San Juan Capistrano, CA 92675
Martin A. Voet 26081 Avenida Aeropuerto, Suite E-1
San Juan Capistrano, CA 92675
Rollin Green, M.D. 26081 Avenida Aeropuerto, Suite E-1
San Juan Capistrano, CA 92675
ARTICLE VI
The powers of the incorporator(s) shall terminate upon the filing of this
Certificate of Incorporation, and the names and mailing addresses of the
persons to serve as directors until the first- annual meeting of stockholders
or until successors are elected and quality are:
<PAGE> 2
Name of Director Mailing Address
---------------- ---------------
Richard F. Holt 26081 Avenida Aeropuerto, Suite E-1
San Juan Capistrano, CA 92675
Martin A. Voet 26081 Avenida Aeropuerto, Suite E-1
San Juan Capistrano, CA 92675
Rollin Green, M.D. 26081 Avenida Aeropuerto, Suite E-1
San Juan Capistrano, CA 92675
The number of members of the Board of Directors shall be fixed from time to
time by the Board of Directors. If any vacancy occurs, the remaining
directors, by an affirmative vote of a majority thereof, may elect a director
to fill the vacancy until the next annual meeting of stockholders.
ARTICLE VII
No contract or transaction between the Corporation and one or more of its
directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the
director or officer is present at or participates in the meeting of the board
of committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if:
1. The material facts as to his interest and as to the contract or
transaction are disclosed or are known to the Board of Directors or the
Committee, and the Board or committee in good faith authorizes the contract or
transaction by a vote sufficient for such purpose without counting the vote of
the interested director or directors; or
2. The material facts as to his interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good
faith by vote of the stockholders; or
3. The contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified, by the Board of Directors, a
committee thereof, or the stockholders
Interested directors may be counted in determining the presence of a quorum at
a meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.
ARTICLE VIII
The Board of Directors shall have the power to make, adopt, amend or repeal
the Bylaws of the Corporation.
ARTICLE IX
Section 1. Elimination of Certain Liability of Directors. A director of
the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law
<PAGE> 3
(iii) under Section 74 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit.
Section 2. Indemnification and Insurance.
(a) Right to Indemnification. Each person who was or is made a party or
is threatened to be made a party or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is or was a director or
officer of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified and held harmless by the
Corporation-to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorney's fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that, except as provided in
paragraph (b) hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred
in this Section shall be a contract right and shall include the right to be
paid by the Corporation the expenses incurred in defending any such proceeding
in advance of its final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not
in any other capacity in which service was or is rendered by such person while
a director or officer including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be
made only upon delivery to the corporation of an undertaking, by or on behalf
of such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under this Section or otherwise. The Corporation may, by action of
its Board of Directors, provide indemnification to employees and agents of the
Corporation with the same scope and effect as the foregoing indemnification of
directors and officers.
(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of
this Section is not paid in full by the Corporation within 30 days after a
written claim has been received by the Corporation, the claimant may at any
time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful in whole or in part, the claimant shall
be entitled to be paid also the expense of prosecuting such claim. It shall be
a defense to any such action (other than an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standards of
<PAGE> 4
conduct which make it permissible under the Delaware General Corporation Law
for the Corporation to indemnify the claimant for the amount claimed, but the
burden of proving such defense shall be on the Corporation. Neither the
failure of the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the Delaware General Corporation Law, nor an actual determination
by the Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) that the claimant has not met such applicable
standard or conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard or conduct.
(c) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
(d) Insurance. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability
or loss under the Delaware General Corporation Law.
The undersigned, for the purpose of forming a corporation under the laws
of the State of Delaware, do make, file and record this certificate, and do
certify that the facts stated herein are true; and have executed this
Certificate of Incorporation.
Dated: 3/17, 1987.
/s/ Richard F. Holt
/s/ Martin A. Voet
/s/ Rollin Green, M.D.
STATE OF Utah )
)ss.
COUNTY OF Salt Lake)
On the 17th day of March, 1987, personally appeared before me, Richard
F. Holt, who being by me first duly sworn, declared that he is the person who
signed the foregoing document as an incorporator and that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 17th day of
March, 1987.
/s/ sic., NOTARY PUBLIC
Residing at Salt Lake
My Commission expires: 5/21/89
<PAGE>
<PAGE> 5
STATE OF Utah )
)ss.
COUNTY OF Salt Lake)
On the 17th day of March, 1987, personally appeared before me, Richard
F. Holt, who being by me first duly sworn, declared that he is the person who
signed the foregoing document as an incorporator and that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 17th day of
March, 1987.
/s/ A.O. Headman, NOTARY PUBLIC
Residing at Salt Lake
My Commission expires: 5/21/89
STATE OF California)
)ss.
COUNTY OF Orange )
On the 16th day of March, 1987, personally appeared before me, Richard
F. Holt, who being by me first duly sworn, declared that he is the person who
signed the foregoing document as an incorporator and that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 16th day of
March, 1987.
/s/ sic., NOTARY PUBLIC
Residing at El Toro, CA
My Commission expires: 6-7-89
<PAGE> 1
Exhibit No. 2 BYLAWS
OF
AGE RESEARCH, INC.
ARTICLE 1 - Stockholders
1.1 Place of Meetings. All meetings of stockholders shall be held at
such place within or without the State of Delaware as may be designated from
time to time by the board of directors or the president or, if not so
designated, at the registered office of the corporation.
1.2 Annual Meetings. The annual meeting of stockholders for the election
or directors and for the transaction of such other business as may properly be
brought before the meeting, shall be held on the second Tuesday of the third
month after the end of the Corporation's fiscal year, at a time fixed by the
board of directors or the president. If this date shall fall upon a legal
holiday, then such meeting shall be held on the next succeeding business day
at the same hour. If no annual meeting is held in accordance with the
foregoing provisions, the board of directors shall cause the meeting to be
held as soon thereafter as convenient or a special meeting may be held in lieu
of the annual meeting, and any action taken at that special meeting shall have
the same effect as if it had been taken at the annual meeting, and in such
case all references in these Bylaws to the annual meeting of the stockholders
shall be deemed to refer to such special meeting.
1.3 Special Meetings. Special meetings of stockholders may be called at
any time by the chairman of the board of directors, by the board of directors
or by the holders of not less than one- (1/4) of all the shares entitled to
vote at the meeting. Business transacted at any special meeting of
stockholders shall be limited to matters relating to the purpose or purposes
stated in the notice of meeting.
1.4 Notice of Meetings. Except as otherwise provided by law, written
notice of each meeting of stockholders, whether annual or special, shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each stockholder entitled to vote at such meeting. The notices of all meetings
shall state the place, date and hour of the meeting. The notice of a special
meeting shall state, in addition, the purpose or purposes for which the
meeting is called.
1.5 Voting List. The officer who has charge of the stock ledger of the
Corporation shall prepare, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder.
1.6 Quorum. Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, the holders of a majority of the shares of the
capital stock of the Corporation issued and outstanding are entitled to vote
at the meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business.
1.7 Adjournments. Any meeting of stockholders may be adjourned to any
other time and to any other place at which a meeting of stockholders may be
held under these Bylaws by the stockholders present or represented at the
meeting and entitled to vote, although less than a quorum, or, if no
stockholder is present, by any officer entitled to preside at or to act as
secretary of such meeting. If the adjournment is for more than 30 days, or if
<PAGE> 2
after the adjournment, a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting. At the adjourned meeting, the Corporation may
transact any business which might have been transacted at the original
meeting.
1.8 voting and Proxies. Each stockholder shall have one vote for each
share of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise
provided in the Certificate of Incorporation. Each stockholder of record
entitled to vote at a meeting of stockholders, or to express consent or
dissent to corporate action in writing without a meeting, may vote or express
such consent or dissent in person or may authorize another person or persons
to vote or act for him by written proxy executed by the stockholder or his
authorized agent and delivered to the secretary of the Corporation. A duly
executed proxy shall be irrevocable if it states that it is irrevocable and
if, and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. No proxy shall be voted or acted upon after
three years from the date of its execution, unless the proxy expressly
provides for a longer period.
1.9 Action at Meeting. When a quorum is present at any meeting, the
holders of a majority of the stock present or represented and voting on a
matter (or if there are two or more classes of stock entitled to vote as
separate classes, then in the case of each such class, the holders of a
majority of the stock of that class present or represented and voting on a
matter) shall -decide any matter to be voted upon by the stockholders at such
meeting, except when a different vote is required by express provision of law,
the Certificate of Incorporation or these Bylaws. Any election by stockholders
shall be determined by a plurality of the votes cast by the stock holders
entitled to vote at the election.
1.10 Action Without Meeting. Any action required or permitted to be
taken at any annual or special meeting of stockholders of the Corporation may
be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, is signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote on such action were present and voted. Prompt
notice of the taking of corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing.
ARTICLE 2 - Directors
2.1 General Powers. The business and affairs of the Corporation shall be
managed by or under the direction of a board of directors, who may exercise
all of the powers of the Corporation except as otherwise provided by law, the
Certificate of Incorporation or these Bylaws. In the event of a vacancy on the
board of directors, the remaining directors, except as otherwise provided by
law, may exercise the powers of the full board of directors until the vacancy
is filled.
2.2 Number: Election and Qualification The number of directors which
shall constitute the whole board of directors shall be determined by
resolution of the stockholders or the board of directors,- but in no event
shall be less than three. The number of directors may be decreased at any time
and from time to time either by the stockholders or by a majority of the
<PAGE> 3
directors then in office, but only to eliminate vacancies existing by reason
of the death, resignation, removal or expiration of the term of one or more
directors. The directors shall be elected at the annual meeting of
stockholders by such stockholders as have the right to vote in such election.
Directors need not be stockholders of the corporation.
2.3 Enlargement of the Board. The number of directors may be increased
at any time and from time to time by the stockholders or by a majority of the
directors then in office.
2.4 Tenure. Each director shall hold office until the next annual
meeting and until such time as his successor is elected and qualified, or
until his earlier death, resignation or removal.
2.5 Vacancies. Unless and until filled by the stockholders, any vacancy
in the board of directors, however occurring, including a vacancy resulting
from an increase in the number of directors, may be filled by vote of a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director. A director elected to fill a vacancy shall be elected
for the unexpired term of his predecessor in office, and a director chosen to
fill a position resulting from an increase in the number of directors shall
hold office until the next annual meeting of stockholders and until his
successor is elected and qualified, or until his earlier death, resignation or
removal.
2.6 Resignation. Any director may resign by delivering his written
resignation to the Corporation at its principal office or to the secretary.
Such resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.
2.7 Regular Meetings. Regular meetings of the board of directors may be
held without notice at such time and place, either within or without the State
of Delaware, as shall be determined from time to time by the board of
directors, provided that any director who is absent when such a determination
is made shall be given notice of the determination. A regular meeting of the
board of directors may be held without notice immediately after and at the
same place as the annual meeting of stockholders.
2.8 Special Meetings. Special meetings of the board of directors may be
held at any time and place, within or without the State of Delaware,
designated in a call by the chairman of the Board, president or two or more
directors, or by one director in the event that there is only a single
director-in office.
2.9 Notice or Special Meetings. Notice of any special meeting of
directors shall be given to each director by the secretary or one of the
directors calling the meeting. Notice shall be duly given to each director (i)
by giving notice to such director in person or by telephone at least 48 hours
in advance of the meeting, (ii) by sending a telegram or telex, or delivering
written notice by hand to his last known business or home address at least 48
hours in advance of the meeting, or (iii) by mailing written notice to his
last known business or home address at least 72 hours in advance of the
meeting. A notice or waiver of notice of a meeting of the board of directors
need not specify the purpose of the meeting.
2.10 Meetings by Telephone Conference Calls. Directors or any members of
any committee designated by the directors may participate in a meeting of the
board of directors or such committee by means of conference telephone or
<PAGE> 4
similar communications equipment by means of which all persons participating
in the meeting can hear each other, and participation by such means shall
constitute presence in person at such meeting.
2.11 Quorum. A majority of the whole board of directors shall constitute
a quorum at all meetings of the board of directors. In the event one or more
of the directors shall be disqualified to vote at any meting, then the
required quorum shall be reduced by one for each such director so
disqualified; provided, however, that in no case shall less than one-third
(1/3) of the whole board of directors constitute a quorum. In the absence of a
quorum at any such meeting, a majority of the directors present may adjourn
the meeting from time to time without further notice other than announcement
at the meeting, until a quorum shall be present.
2.12 Action at Meeting. At any meeting of the board of directors at
which a quorum is present, the vote of a majority of those present shall be
sufficient to take any action, unless a different vote is specified by law,
the Certificate of Incorporation or these Bylaws.
2.13 Action by Consent. Any action required or permitted to be taken at
any meeting of the board of directors or of any committee of the board of
directors may be taken without a meeting, if all members of the board of
directors or committee, as the case may be, consent to the action in writing,
and the written consents are filed with the minutes of proceedings of the
board of directors or committee.
2.14 Removal. Any one or more or all of the directors may be removed,
with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors, except that (i) the directors
elected by the holders of a particular class or series of stock may be removed
without cause only by vote of the holders of a majority of the outstanding
shares of such class or series and (ii) in the case of a corporation having
cumulative voting, if less than the entire board is to be removed, no director
may be removed without cause if the votes cast against his removal would be
sufficient to elect him if then cumulatively voted at an election of the
entire board of directors.
2.15 Committees. The board of directors may, by resolution passed by a
majority of the whole board of directors, designate one or more committees,
each committee to consist of one or more of the directors of the Corporation.
The Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member of any meeting of
the committee. In the absence or disqualification of a member-of a committee,
the member or members of the committee present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the board of directors
and subject to the provisions of the General Corporation Law of the State of
Delaware, shall have and may exercise all the powers and authority of the
board of directors in the management of the business and affairs of the
Corporation and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation (except
that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the board
of directors as provided in subsection (a) of Section 151 of the General
Corporation Law of the State of Delaware, fix the designations and any of the
<PAGE> 5
preferences of rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
Corporation or fix the number of shares of any series of stock or authorize
the increase or decrease of the shares of any series), adopting an agreement
of merger or consolidation, recommending to the stockholders the sale, lease
or exchange of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the Bylaws of the Corporation; and,
unless the resolution, Bylaws or Certificate of Incorporation expressly so
provides, no such committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock or to adopt a certificate of
ownership and merger. Each such committee shall keep minutes and make such
reports as the board of directors may from time to time request. Except as the
board of directors may otherwise determine, any committee may make rules for
the conduct of its business, but unless otherwise provided by the directors or
in such rules, its business shall be conducted as nearly as possible in the
same manner as is provided in these Bylaws for the board of directors.
2.16 Compensation of Directors. Directors may be paid such compensation
for their services and such reimbursement for expenses of attendance at
meetings as the board of directors may from time to time determine. No such
payment shall preclude any director from serving the Corporation or any of its
parent or subsidiary corporations in any other capacity and receiving
compensation for such service.
ARTICLE 3 - Officers
3.1 General. The officers of the Corporation shall consist of a chairman
of the board, a president, a secretary, a treasurer and such other officers
with such other titles as the board of directors may determine, including a
vice chairman of the board, and one or more vice presidents, assistant
treasurers, and assistant secretaries. The board of directors may appoint such
other officers with such other powers and duties as it may deem appropriate.
3.2 Election. The chairman of the board, president, treasurer and
secretary shall be elected annually by the board of directors at its first
meeting following the annual meeting of stockholders. Other officers may be
appointed by the board of directors at such meeting or at any other meeting.
3.3 Qualification. No officer need by a stockholder. Any two or more
offices may be held by the same person.
3.4 Tenure. Except as otherwise provided by law, by the Certificate of
Incorporation or by these Bylaws, each officer shall hold office until his
successor is elected and qualified, unless a different term is specified in
the vote choosing or appointing him, or until his earlier death, resignation
or removal.
3.5 Resignation and Removal. Any officer may resign by delivering his
written resignation to the Corporation at its principal office or to the
president or secretary. Such resignation shall be effective upon receipt
unless it is specified to be effective at some other time or upon the
happening of some other event.
Any officer may be removed at any time, with or without cause, by vote of
a majority of the entire number of directors then in office.
<PAGE> 6
Except as the board of directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer
for any period following his resignation or removal, or any right to damages
on account of such removal, whether his compensation be by the month or by the
year or otherwise, unless such compensation is expressly provided in a duly
authorized written agreement with the corporation.
3.6 Vacancies. The board of directors may fill any vacancy occurring in
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of president,
treasurer and secretary. Each such successor shall hold office for the
unexpired term of his predecessor and until his successor is elected and
qualified, or until his earlier death, resignation or removal.
3.7 Chairman of the Board and Vice Chairman of the Board. The chairman
of the board of directors shall be the chief executive officer of the
Corporation. Subject to the direction of the board of directors, the chairman
of the board of directors shall have general charge and supervision of the
business of the Corporation, and shall have full authority to take all lawful
actions necessary to implement corporate and business policy established by
the board of directors. In addition, the chairman of the board of directors
shall perform such duties and possess such other powers as are assigned to him
by the board of directors. Unless otherwise provided by the board of
directors, the chairman of the board of directors shall preside at all
meetings of the stockholders and the board of-directors. The board of
directors may appoint a vice chairman of the board of directors who may, in
the absence or disability of the chairman, perform the duties and exercise and
powers of the chairman and perform such other duties and possess such other
powers as from time to time are authorized by the board of directors.
3.8 President. The president shall be the chief operating officer of the
Corporation and shall have charge and supervision of the day to day business
operations of the Corporation, subject to the authority of the chairman of the
board of directors and of the board of directors. Unless the board of
directors or chairman of the board of directors shall otherwise direct, all
executive officers of the Corporation shall report, directly or through their
immediate superior officers, to the president. The president shall perform
such other duties and shall have such other powers as the board of directors
may from time to time prescribe.
3.9 Vice Presidents. The vice president shall perform such duties and
shall have such powers as the board of directors, chairman of the board of
directors or the president may from time to time prescribe. The vice president
shall discharge the duties of the president when the president, for any
reason, cannot discharge the duties of his office. He shall have such other
powers and perform such other duties as shall be prescribed by the directors.
Any assistant vice presidents shall perform such duties and possess such
powers as the board of directors, the chairman of the board of directors, the
president or the vice president may from time to time prescribe.
3.10 Secretary and Assistant Secretaries. The secretary shall perform
such duties and shall have such powers as the board of directors, chairman of
the board of directors or the president may from time to time prescribe In
addition, the secretary shall perform such duties and have such powers as are
incident to the office of the secretary, including without limitation, the
duty and power to give notices of all meetings of stockholders and special
meetings of the board of directors, to attend all meetings of stockholders and
<PAGE> 7
the board of directors and keep a record of the proceedings, to maintain a
stock ledger and prepare lists of stockholders and their addresses as
required, to be custodian of corporate records and the corporate seal, if any,
and to affix and attest to the same on documents.
Any assistant secretary shall perform such duties and possess such powers
as the board of directors, the chairman of the board of directors, the
president or the secretary may from time to time prescribe. In the event of
the absence, inability or refusal to act of the secretary, the assistant
secretary (or if there be more than one, the assistant secretaries in the
order determined by the board of directors) shall perform the duties and
exercise the powers of the secretary.
In the absence of the secretary or any assistant secretary at any meeting
of stockholders or directors, the person presiding at the meeting shall
designate a temporary secretary to keep a record of the meeting.
3.11 Treasurer and Assistant Treasurers. The treasurer shall perform such
duties and shall have such powers as from time to time be assigned to him by
the board of directors, the chairman of the board of directors or the
president. In addition, the treasurer shall perform such duties and have such
powers as are incident to the office of treasurer, including without
limitation the duty and power to keep and be responsible for all funds and
securities of the Corporation, to deposit funds of the Corporation in
depositories selected in accordance with these Bylaws, to disburse such funds
as ordered by the board of directors, the chairman of the board of directors,
the president or any vice president of the Corporation so authorized to act by
specific authorization of the board of directors or chairman of the Directors,
to make proper accounts of such funds, and to render, as required by the board
of directors, chairman of the board of directors or president, statements of
all such transactions and of the financial condition of the Corporation.
The assistant treasurers shall perform' such duties and possess such
powers as the board of directors, the chairman of the board of directors, the
president or the treasurer may from time to time prescribe. In the event of
the absence, inability or refusal to act of the treasurer, the assistant
treasurer (or if there shall be more than one, the assistant treasurers in the
order determined by the board of directors) shall perform the duties and
exercise the powers of the treasurer.
3.12 Salaries. Officers of the Corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the board of directors.
ARTICLE 4 - Capital Stock
4.1 Issuance of Stock. Unless otherwise voted by the stockholders and
subject to the provisions of the Certificate of Incorporation, the whole or
any part of any unissued balance of the authorized capital stock of the
Corporation or the whole or any part of any unissued balance of the authorized
capital stock of the Corporation held in its treasury may be issued, sold,
transferred or otherwise disposed of by vote of the board of directors in such
manner, for such consideration and on such terms as the board of directors may
determine.
4.2 Certificates of Stock. Every holder of stock of the Corporation shall
be entitled to have a certificate, in such form as may be prescribed by law
and by the board of directors, certifying the number and class of shares owned
<PAGE> 8
by him in the Corporation. Each such certificate shall be signed by, or in the
name of the Corporation by the chairman or vice chairman, if any, of the board
of directors, or the president or a vice president, and the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
Corporation. Any or all of the signatures on the certificate may be a
facsimile.
Each certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Certificate of Incorporation, the Bylaws,
applicable securities laws or any agreement among any number of shareholders
or among such holders and the Corporation shall have conspicuously noted on
the face or back of the certificate either the full text of the restriction or
a statement of the existence of such restriction.
4.3 Transfers. Except as otherwise established by rules and regulations
adopted by the board of directors, and subject to applicable laws, shares of
stock may be transferred on the books of the Corporation by the surrender to
the Corporation or its transfer agent of the certificate representing such
shares properly endorsed or accompanied by a written assignment or power of
attorney properly executed, and with such proof of authority or the
authenticity of signature as the Corporation or its transfer agent may
reasonable require. Except as may be otherwise required by law, by the
Certificate of Incorporation or by these Bylaws, the Corporation shall be
entitled to treat the record holder of stock as shown on its books as the
owner of such stock for all purposes, including the payment of dividends and
the right to vote with respect to such stock, regardless of any transfer,
pledge or other disposition of such stock until the shares have been
transferred on the books of the Corporation in accordance with the
requirements of these Bylaws.
4.4 Lost. Stolen or Destroyed Certificates. The Corporation may issue a
new certificate of stock in place of any previously issued certificate alleged
to have been lost, stolen or destroyed, upon such terms and conditions as the
board of directors may prescribe, including the presentation of reasonable
evidence of such loss, theft or destruction and the giving such indemnity as
the board of directors may require for the protection of the Corporation or
any transfer agent or registrar.
4.5 Record Date. The board of directors may fix in advance a date as a
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders or to express consent (or dissent) to
corporate action in writing without a meeting, or entitled to receive payment
of any dividend or other distribution or allotment of any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action. Such record date shall not be more than 60 days prior to any
other action to which such record date relates.
If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held. The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is necessary; shall be the day on which
the first written consent is expressed. The record-date for determining
stockholders for any other purpose shall be at the close of business on the
date on which the board of directors adopts the resolution relating to such
purpose.
<PAGE> 9
A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
ARTICLE 5 - Indemnification
The Corporation shall, to the fullest extent permitted by Section 145 of
the General Corporation Law of the State of Delaware, as that Section may be
amended and supplemented from time to time, indemnify any director, officer or
trustee which it shall have power to indemnify under that Section against any
expenses, liabilities or other matters referred to in or covered by that
Section. The indemnification provided for in this Article (i) shall not be
deemed exclusive of any other rights to which those indemnified may be
entitled under any bylaw, agreement or vote of stockholders or disinterested
directors or otherwise, both as to action in their official capacities and as
to action in another capacity while holding such office, (ii) shall continue
as to a person who has ceased to be a director, officer or trustee, and (iii)
shall inure to the benefit of the heirs, executors and administrators of such
a person. The Corporation's obligation to provide indemnification under this
Article shall be offset to the extent of any other source of indemnification
or any otherwise applicable insurance coverage under a policy maintained by
the Corporation or any other person.
ARTICLE 6 - General Provisions
6.1 Fiscal Year. The fiscal year of the Corporation shall be determined
by the board of directors.
6.2 Corporate Seal. The corporate seal, if any, shall be in such form as
shall be approved by the board of directors.
6.3 Written Notice of Meetings. Whenever written notice is required to
be given to any person pursuant to law, the Certificate of Incorporation or
these Bylaws, it may be given to such person, either personally or by sending
a copy thereof by first class mail, or by telegram, charges prepaid, to his
address appearing on the books of the Corporation, or to his business or other
address supplied by him to the Corporation for the purpose of notice. If the
notice is sent by first class mail or by telegraph, it shall be deemed to have
been given to the person entitled thereto when deposited in the United States
mail or with a telegraph office for transmission to such person. Such notice
shall specify the place, day and hour of the meeting and, in case of a special
meeting of the shareholders, the general nature of the business to be
transacted.
6.4 Waiver of Notice. Whenever any notice whatsoever is required to be
given by law, by the Certificate of Incorporation or by these Bylaws, a waiver
of such notice either in writing signed by the person entitled to such notice
or such person's duly authorized attorney, or by telegraph, cable or any other
available method, whether before, at or after the time stated in such waiver,
or the appearance of such person or persons at such meeting in person or by
proxy, shall be deemed equivalent to such notice.
6.5 Voting of Securities. Except as the directors may otherwise
designate, the president or treasurer may waive notice of, and act as, or
appoint any person or persons to act as, proxy or attorney-in-fact for this
Corporation (with or without power of substitution) at any meeting of
stockholders or shareholders of any other Corporation or organization, the
<PAGE> 10
securities of which may be held by this Corporation.
6.6 Evidence of Authority. A certificate by the secretary, or an
assistant secretary, or a temporary secretary, as to any action taken by the
stockholders, directors, a committee or any officer of representative of the
Corporation shall as to all persons who rely on the certificate in good faith
be conclusive evidence of such action.
6.7 Certificate of Incorporation. All references in these Bylaws to the
Certificate of incorporation shall be deemed to refer to the certificate of
Incorporation of the Corporation, as amended and in effect from time to time.
6.8 Transactions with Interested Parties. No contract or transaction
between the Corporation and one or more of the directors or officers, or
between the Corporation and any other corporation, partnership, association or
other organization in which one or more of the directors or officers are
directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer is present
at or participates in the meeting of the board of directors or a committee of
the board of directors which authorizes the contract or transaction or solely
because his or their votes are counted for such purpose, if:
(1) The material facts as to his relationship or interest as to the
contract or transaction are disclosed or are known to the board of directors
or the committee, and the board of directors or committee in good faith
authorized the contract or transaction by the affirmative votes of a majority
of the disinterested directors, even *trough the disinterested directors be
less than a quorum;
(2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or
(3) The contract or transaction is fair as to the Corporation as of
the time it is authorized, approved or ratified by the board of directors, a
committee of the board of directors, or the stockholders,
Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the board of directors or of a committee which
authorizes the contract or transaction.
6.9 Severability. Any determination that any provision of these Bylaws
is for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these Bylaws.
6.10 Pronouns. All pronouns used in these Bylaws shall be deemed to
refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person or persons may require.
ARTICLE 7 - Amendments
7.1 By the Board of Directors. These Bylaws may be altered, amended or
repealed or new Bylaws may be adopted by the affirmative vote of a majority of
the directors present at any regular or special meeting of the board of
directors at which a quorum is present.
7.2 By the Stockholders. These Bylaws may be altered, amended or
<PAGE> 11
repealed or new Bylaws may be adopted by the affirmative vote of the holders
of a majority of the shares of the capital stock of the Corporation issued and
outstanding and entitled to vote at any regular meeting of stockholders, or at
any special meeting of stockholders, provided notice of such alternation,
amendment, repeal or adoption of new Bylaws shall have been stated in the
notice of such special meeting.
ADOPTED THIS 27 day of April, 1987.
/s/Martin A. Voet, President
ATTEST:
/s/Richard F. Holt, Secretary
<PAGE>
<PAGE>
CERTIFICATE OF
SECRETARY
KNOW ALL MEN BY THESE PRESENTS : That the undersigned does hereby certify
that the undersigned is the secretary of the aforesaid Corporation, duly
organized and existing under and by virtue of the laws of the State of
Delaware; that the above and foregoing Bylaws of said Corporation were duly
and regularly adopted as such by the board of directors of said Corporation by
unanimous consent.
DATED this 27 day of April, 1987.
/s/Richard F. Holt, Secretary
Exhibit No. 3 - SPECIMEN STOCK CERTIFICATE
NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
Certificate No. Number of Shares
--VOID-- XXXXXXX
AGE RESEARCH, INC.
Total Authorized Capital
150,000,000 Shares of Common Stock
Par Value $0.001 Each
This Certifies that ----------SPECIMEN-------------- is the registered holder
of --------------------VOID-------------------- Shares, fully paid and
nonassessable shares of the Common Stock of AGE RESEARCH, INC. transferable
only on the books of the Corporation by the holder hereof in person or by
Attorney upon surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this ----- day of ----------- A.D. 19xx.
/s/---------------------- [Corporate Seal] /s/-------------------------
Secretary President
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000822370
<NAME> AGE RESEARCH, INC.
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1998 DEC-30-1997
<PERIOD-END> DEC-31-1998 DEC-30-1997
<CASH> 2,916 2,014
<SECURITIES> 0 0
<RECEIVABLES> 2,503 2,912
<ALLOWANCES> 0 0
<INVENTORY> 6,829 7,270
<CURRENT-ASSETS> 12,248 12,196
<PP&E> 7,354 7,354
<DEPRECIATION> 6,700 6,342
<TOTAL-ASSETS> 12,902 13,208
<CURRENT-LIABILITIES> 31,089 23,707
<BONDS> 0 0
0 0
0 0
<COMMON> 664,921 651,921
<OTHER-SE> (779,710) (765,022)
<TOTAL-LIABILITY-AND-EQUITY> 12,902 13,208
<SALES> 17,457 26,975
<TOTAL-REVENUES> 21,708 26,989
<CGS> 3,765 14,052
<TOTAL-COSTS> 17,578 23,104
<OTHER-EXPENSES> 471 3,876
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 7,082 7,362
<INCOME-PRETAX> (7,988) (22,087)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (7,988) (22,087)
<EPS-BASIC> (0.00) (0.00)
<EPS-DILUTED> (0.00) (0.00)
</TABLE>
