<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITY EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1995
Commission file Number 33-22142
REDOX TECHNOLOGY CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 55-0681106
------------------------------ ---------------------------
State or other jurisdiction of (IRS Employer
incorporation or organization Identification Number)
340 North Sam Houston Parkway East, Suite 250, Houston, Texas, 77060,
Tel: (713) 445-0020
Securities registered pursuant to Section 12(b) of the act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.00005 PER SHARE
------------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 Days. Yes No X
------ ------
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [X]
The Exhibit Index may be found after Folio F-7.
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The aggregate market value of the voting stock held by non-affiliates of the
registrant based on the average bid and asked price of the stock on December
31, 1995 was $5,562,500.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of registrant's classes
of common stock, as of the latest practicable date.
CLASS NUMBER OF SHARES OUTSTANDING ON:
Common Stock DECEMBER 31, 1995
par value $0.00005
44,440,000
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART I
ITEM 1. BUSINESS
The company is in its developmental stages and has not yet become operational.
At the present time the company is engaging in research and development,
specializing in new energy technologies and related new product design and
development.
ITEM 2. PROPERTIES.
None.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
a) Market Information.
(1) (i) The principal United States market in which the
registrant's common stock has been traded is the NASD Over the
Counter (OTC) Bulletin Board. The registrant's common stock began
trading in August, 1993. Through the third and fourth quarters of
1993 the high sales price was $4.00 and the low sales price was
$1.00. The Company's Common stock was suspended from trading in the
First Quarter of 1994 due to delinquencies in certain filings.
Having become current with respect to its filings, the Company
sought a market maker which would reapply to the NASD to trade to
Company's stock. The Company secured the services of Public
Securities, Inc., Spokane, Washington, in providing market making
services for the stock. Through the direct efforts of Public
Securities, the NASD approved ReDOX Technology Corporation Common
stock for reinstatement and listing under the symbol "RDOX" as of
May 10, 1995.
(ii) Since reinstatement of trading status in May 1995, the
Company's stock under the symbol "RDOX", has experienced sales of
stock at a high of 3/8 and a low of 1/32 per share through December
1995.
ITEM 6. SELECTED FINANCIAL DATA.
The Company filed pursuant to Rule 402(c) under Securities Act of 1993 a Form
S-8 in October 1995 to register common stock of the Company to be issued
pursuant to a compensation contract solely for a consultant of the Company who
has provided bona fide services which were in connection with the offer or sale
of securities in capital-raising transactions. The Form S-8 registration
provided for the issuance of 300,000 fully paid, non-assessable common stock
shares.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.
As previously reported, this corporation is in developmental stages and has not
yet become operational or conducted any business so as to become an income
producing entity. The corporation continues to utilize capital borrowed from
its principal shareholder, said capital's recognition as debt or equity
contribution being negotiated as provided. Any such debt is covered by an
unsecured Promissory Note, bearing interest at the rate of six percent (6%) per
annum. The principal and interest on the Note is due and payable upon vote of
the Directors that payment will not jeopardize the working capital of the
corporation, or five (5) years from date of the Note, or whichever occurs
earlier.
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Through December 31, 1995 the corporation had utilized capital borrowed from
its principal shareholder, Richard A. Szymanski. The amount borrowed by the
corporation through December 31, 1994 was $186,023, which included principal
and interest. Mr. Szymanski, as per an agreement with the corporation,
provided for that entire amount to be contributed as Additional Paid-in Capital
increasing the total Additional Paid-in Capital balance to $207,026, through
December 31, 1994. Through December 31, 1995 an additional $33,212 was
provided by Mr. Szymanski as operating capital and converted to Additional
Paid-in Capital bringing the balance up to $308,238.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Registrants financial condition has not changed materially from December 31,
1994 to date herewith provided. To the extent that the Company has incurred
continuing expenses without any revenues having been generated, shareholder's
equity would have suffered proportionately had it not been for the continuing
infusion of capital from the Company director Richard Szymanski. Because the
absence of revenues and the inability thus far to raise the capital necessary
to commence manufacturing operations, there are no assurances that the Company
will be able to fully carry out its plans, and continue as a going concern.
See Exhibit 3.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
(a) (b) Directors and Officers: Identification of Directors and Officers.
The members of the Board of Directors of the company are elected by the
shareholders at each annual meeting for a one year term. Officers are elected
by the Directors at each annual meeting for a one year term, or until otherwise
replaced by the Board of Directors. The following table sets forth certain
information with respect to the Officers and Directors of the company.
<TABLE>
<CAPTION>
=========================================================================
NAME AGE OTHER OFFICE HELD TERM PERIOD SERVED
=========================================================================
<S> <C> <C> <C> <C>
Executive Vice President
Secretary
Richard Szymanski 54 Director 1 Year 36 Months
- -------------------------------------------------------------------------
President/Treasurer
Benjamin Botello 45 Director 1 Year 33 Months
- -------------------------------------------------------------------------
Clifford A. Jones 75 Secretary/Director 1 Year 33 Months
- -------------------------------------------------------------------------
Paul L Parshall 54 Director 1 Year 33 Months
- -------------------------------------------------------------------------
Senior Vice President
Thomas Poung Au 49 Director 1 Year 33 Months
=========================================================================
</TABLE>
c) Identification of Certain Significant Employees. None.
d) Family Relationships of All Officers and Directors. None.
e) Business Experience of All Officers and Directors.
1) Background during last 5 years.
Richard A. Szymanski has served as Executive Vice president and Director of the
corporation since April 1993. During the past five (5) years, Mr. Szymanski
has been employed by Hybrid Energy Corporation which is engaged in research and
development. Hybrid Energy Corporation is not a parent, subsidiary or an
affiliate of registrant. Mr. Szymanski has over 27 years experience in
pioneering the use of computers for printing, publishing, typesetting and
layout; supervising the writing, illustration, publishing and photography of
major world events; and more recently the development and improvement of high
density power sources.
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Benjamin Botello has served as President, Treasurer and Director of the
Corporation since April, 1993. During the past five (5) years Mr. Botello has
been employed by San Jacinto Savings Association until 1990, and then by NGL
Industries, Inc., to date. San Jacinto Savings Association is involved in
commercial banking activities and NGL Industries, Inc., is involved in the
development and financing of oil and gas properties; neither company is a
parent, subsidiary or affiliate of the registrant. Additionally, Mr. Botello
has been engaged in the development of energy related processing equipment and
the development of a high energy battery cell. Mr. Botello served as an
officer in the U.S. Army from 1971 to 1981. Mr. Botello has 9 years experience
as a commercial banking officer. From 1981 through 1990 he served as an
officer in a national banking institution with primary responsibility in
establishing and maintaining loan portfolios.
Clifford A. Jones has served as Secretary and Director of the Corporation since
April, 1993. Mr. Jones was the founder and Senior Partner of the firm of
Jones, Close and Brown, Chartered Attorney-at-Law, in Las Vegas, Nevada, where
he has been practicing law for the past 38 years. Mr. Jones served as
Lieutenant Governor of the State of Nevada for two consecutive terms. He is
listed in Who's Who in American Law and Who's Who in the World.
Thomas Poung Au has been a Director of the Corporation since April, 1993.
During the past five (5) years Mr. Au has been employed by Poung Au Design.
Poung Au Design serves as consultant to manufacturers in new product
development. Poung Au Design is not a parent, subsidiary or affiliate of
registrant. Mr. Au has over 25 years experience in interior and industrial
design and marketing.
Paul L. Parshall has been a Director of the Corporation since April, 1993.
During the past five (5) years Mr. Parshall has been employed by The
Worthington Company, which is in the business of private consulting in money
management and investments, is registered, pursuant to Section 203 of the
Investment Advisors Act of 1940, with the U.S. Securities and Exchange
Commission, is not a parent, subsidiary or affiliate of registrant. Mr.
Parshall has over 30 years experience in mortgage banking; manufacturing; news
media, through several companies founded by him, and private consulting in the
field of money management and investment. Mr. Parshall's wife, Theodora
Parshall is the principal of Transamerica Securities Ltd., which is the
Company's stock transfer agent.
(2) Directorships.
(a) Clifford A. Jones also serves as a Director of
the following public corporation:
(i) 18 Greenway Environmental Services, Inc.
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(b) Paul L. Parshall also serves as a Director of the following
public corporations:
(i) Edgewater Petroleum Ltd.
(ii) IIS Ltd.
(iii) National Sorbents
(iv) Family Health Systems, Inc.
(v) Dewey's Candy Company
(vi) Romarco Resources, Inc.
(vii) Life Choice, Inc.
(vi) Romarco Resources, Inc.
(viii) Bucaneer Casino & Hotels
(ix) Norton-BSA, Inc.
(x) Global Ecosystems, Inc.
(xi) Industrial Ecosystems, Inc.
(xii) Opti-Corp.
(xiii) Prime Air Inc.
(xiv) ITEK Corp.
(f) Involvement in Certain Legal Proceedings. None.
(g) Promoters and Control Persons. None.
ITEM 11. EXECUTIVE COMPENSATION.
None
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) Certain Beneficial Owners.
<TABLE>
<CAPTION>
================================================================================
(3) Amount Nature
(1) Title of (2) Name and Address of Beneficial (4) Percent
Class of Beneficial Owner Ownership of Class
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Richard Szymanski
15 White Oak Manor
Common Stock Conroe, Texas 77304 16,924,317 shares 38.12%
================================================================================
</TABLE>
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(b) Security Ownership of Management.
<TABLE>
<CAPTION>
================================================================================
(3) Amount Nature
(2) Name of of Beneficial (4) Percent of
(1) Title of Class Beneficial Owner Ownership Class
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock Richard Szymanski 16,924,317 Shares 38.12%
- --------------------------------------------------------------------------------
Common Stock Benjamin Botello 1,500,000 Shares 3.38%
- --------------------------------------------------------------------------------
Common Stock Clifford A. Jones 1,000,000 Shares 2.25%
- --------------------------------------------------------------------------------
Common Stock Paul L. Parshall 1,000,000 Shares 2.25%
- --------------------------------------------------------------------------------
Common Stock Thomas Poung Au 1,000,000 Shares 2.25%
================================================================================
</TABLE>
Note: As a group, the officers and directors beneficially own
approximately 21,424,317 Shares.
Changes in Control. None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of the report:
(1) Articles of Incorporation and By-Laws
(2) Financial Statements
(b) Reports on Form 8-K.
May 10, 1995, Form 8-K filed with respect to approval by NASD for the
listing of the Company stock on the Over the Counter (OTC) Electronic
Bulletin Board service under the symbol "RDOX".
(c) Exhibits:
(3.i) Articles of Incorporation
(3.ii) By-Laws
(99) Recent Sales of Unregistered Securities
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Security Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
REDOX TECHNOLOGY CORPORATION
By: /s/ Richard A. Szymanski
--------------------------------------------------
Richard A. Szymanski / President / Director
Date: 5/31/96
------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person on behalf of the
registrant in the capacities and on the dates indicated.
By: /s/ Benjamin Bottello
--------------------------------------------------
Benjamin Botello/Director
Date: 5/31/96
------------------
By: /s/ Thomas Poung Au
--------------------------------------------------
Thomas Poung Au/Director
Date: 5/31/96
------------------
Page 9
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FINANCIAL STATEMENTS, DECEMBER 1995
F-1
<PAGE> 11
REDOX TECHNOLOGY CORPORATION
(Formerly Dcusa Corporation)
Balance Sheet
December 31, 1995
Unaudited
ASSETS
<TABLE>
<S> <C> <C>
CURRENT ASSETS
Cash - Checking $ 2,502
--------------
Total Current Assets 2,502
FIXED ASSETS
Office Equipment 8,395
Acc Depr Office Eqpt ( 3,414)
Furniture and Fixtures 18,000
Acc Depr Furn and Fixt ( 7,200)
--------------
Total Fixed Assets 15,731
OTHER ASSETS
Patent (See notes 4 and 6) 1,500
Security Deposits 1,159
Organization Costs 550
(Net of accumulated amortization $200)
--------------
Total Other Assets 3,209
TOTAL ASSETS $ 21,492
===============
</TABLE>
See accompanying notes to financial statements
F-2
<PAGE> 12
REDOX TECHNOLOGY CORPORATION
(Formerly Dcusa Corporation)
Balance Sheet
December 31, 1995
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<S> <C>
CURRENT AND LONG TERM LIABILITIES 0
STOCKHOLDERS' EQUITY
Common Stock, par value $.00005 per share $ 2,220
50,000,000 authorized; 44,400,000 issued and outstanding
Additional Paid in Capital 308,238
Accumulated Deficit ( 288,966)
---------------
Total Stockholders' Equity 21,492
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 21,492
===============
</TABLE>
See accompanying notes to financial statements
F-3
<PAGE> 13
REDOX TECHNOLOGY CORPORATION
(Formerly Dcusa Corporation)
Statement of Income and Retained Earnings
For the 12 Months Period Ended December 31, 1995
<TABLE>
<S> <C>
INCOME:
Total Revenues $ 0
EXPENSES:
Legal Fees 0
Professional Fees 8,070
Rent 11,590
Telephone Expenses 5,474
Office Supplies 774
Postage Expenses 1,701
Consulting Fees 278
Repairs 0
Auto Expenses 0
Advertising 4,871
Travel and Entertainment 2,989
Outside Contracting 1,000
Miscellaneous Expenses 1,125
------------
Total Expenses ( 37,872)
NET INCOME/(LOSS) ( 37,872)
NET INCOME/(LOSS) FOR THE YEAR ( 37,872)
ACCUMULATED DEFICIT JAN 1, 1995 ( 251,094)
============
ACCUMULATED DEFICIT DECEMBER 31, 1995 ( 288,966)
============
</TABLE>
See accompanying notes to financial statements
F-4
<PAGE> 14
REDOX TECHNOLOGY CORPORATION
(Formerly Dcusa Corporation)
Statement of Stockholders' Equity
December 31, 1995
<TABLE>
<S> <C>
Common Stock $.00005 par value
Authorized 50,000,000 Shares
Issued 44,400,000 Shares $ 2,220
Additional paid in capital 900
Accumulated Deficit ( 251,094)
---------------
Stockholders' Equity as of January 1, 1995 ( 247,974)
Additional paid in capital 307,338
Net profit/(loss) for the period
January 1, 1995 to December 31, 1995 ( 37,872)
---------------
Stockholders' Equity as of December 31, 1995 $ 21,492
===============
</TABLE>
See accompanying notes to financial statements
F-5
<PAGE> 15
REDOX TECHNOLOGY CORPORATION
(Formerly Dcusa Corporation)
Notes to Financial Statements
December 31, 1994
NOTE 1. NATURE OF BUSINESS
REDOX TECHNOLOGY CORPORATION, was incorporated on April 25, 1988, under the
laws of the State of Delaware. The original name of the corporation was DCUSA
CORPORATION. DCUSA Management referred to the company as a 'blind pool' or
'blank check' company. Its primary business was to obtain an acquisition
and/or merger transaction whereby its stockholders' would benefit. On June 1,
1993 the name of the corporation was changed to REDOX TECHNOLOGY CORPORATION.
During 1993, the Company acquired a pending patent and all rights thereto which
REDOX management intends to develop for commercial purposes.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
INCOME TAXES:
The company is currently operating at a loss. It has therefore not provided
for income taxes.
ORGANIZATION COSTS:
The Company has capitalized the costs of organization and registration of its
securities. Amortization is computed on a straight-line basis over sixty
months commencing April 25, 1988. The company is no longer amortizing its
organizational costs. These costs will be written off at such time that it may
be determined that the company has been unsuccessful in its efforts to attract
a suitable partner.
NOTE 3. FIXED ASSETS
In January 1994, the Company received furniture and office equipment from Mr.
Richard Szymanski as part of a Sale Contract and Bulk Transfer Agreement
between Mr. Szymanski and the Company. The assets have been recorded in the
books at their fair market value of $25,000.
NOTE 4. PATENT ACQUISITION
On April 9, 1993 the Company acquired all interest in a U.S. Patent Pending
application titled "EMERGENCY RESERVE BATTERY." It involves high density
energy technology to enhance battery cells. The rights to the patent pending
were acquired in exchange for fifteen million (15,000,000) shares of par value
.001 per share, with actual value of the intellectual property so acquired to
be determined by an independent agency. For purpose of prior statements, the
value is shown as $1,500, to be adjusted and recognized as Additional Paid-in
Capital to the Company upon receipt of the independent agency's reported
valuation. The fair market value of this property is computed at $5,200,000.
This value has been determined by Battelle Memorial Institute which is an
independent valuation agency. Management has decided to record this property
on the books at its fair market value.
F-6
<PAGE> 16
REDOX TECHNOLOGY CORPORATION
(Formerly Dcusa Corporation)
Notes to Financial Statements (Continued)
December 31, 1995
NOTE 5. COMMON STOCK
On April 9, 1993, the number of outstanding shares of the Company's Common
Stock was increased by fifteen million (15,000,000) shares. These fifteen
million (15,000,000) shares were issued to Richard A. Szymanski in exchange for
assignment of all rights to the pending patent application (see note 4 above).
On June 16, 1993 and July 20,1993, the Board of Directors of the Company
resolved that a three year common stock purchase stock option be granted to
each of the following directors:
Clifford Jones 50,000 shares
Thomas Poung Au 50,000 shares
Benjamin Botello 100,000 shares
Paul Parshall 50,000 shares
Robert Vickers 50,000 shares
These options could be exercised by the individuals at their discretion, at any
time within a period of three years by paying the corporation an amount equal
to the par value of $.001 per share for each share purchased under the option.
Each director listed above has exercised his option.
On June 25, 1993, the Board of Directors approved a one for ten (1:10) reverse
stock split of its common stock.
NOTE 6. ADDITIONAL PAID IN CAPITAL
The cost of Furniture and equipment acquired during the year was $0. (See note
3). The fair market value has been determined at $25,000. The corporation has
decided to record the asset in the books at the fair market value. The
difference between the acquisition cost and the fair market value has therefore
been transferred to additional paid in capital.
As of March 31, 1994, the corporation was utilizing capital borrowed from its
principal shareholder, Richard A. Szymanski. The principal and interest due on
the note as of that date was $120,539. As per an agreement with Mr.
Szymanski, the entire balance due to him was converted to Additional Paid-in
Capital.
NOTE 7. CHANGE OF FISCAL YEAR
On June 16, 1993, the Board of Directors approved the change of fiscal year of
the corporation from beginning on June 1 and ending on May 31, to beginning on
January 1 and ending December 31.
F-7
<PAGE> 17
EXHIBITS INDEX
The Exhibits referred to herein and attached hereto are more particularly
described below. In addition, certain other Exhibits have been attached
hereto, as supplementary information, which may assist in further understanding
of the overall information presented.
DESCRIPTION OF EXHIBITS (SUPPLEMENTAL OR OTHERWISE)
SUBMITTED
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
3.i Articles of Incorporation
3.ii ByLaws.
27 Financial Data Schedule
99 Miscellaneous/Recent sales of
unregistered securities.
<PAGE> 1
EXHIBIT 3.i
CERTIFICATE OF INCORPORATION
OF
DCUSA CORPORATION
* * * * *
1. The name of the corporation is DCUSA CORPORATION.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
3. The nature of the business or purpose to be conducted or promoted
is: To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
<PAGE> 2
4. The total number of shares of stock which the corporation shall have
authority to issue is Twenty-five million shares (25,000,000) and the par value
of each such shares is One The Thousandth of a Dollar ($.0001) amounting in the
aggregate to Two Thousand Five Hundred Dollars ($2,500).
5. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
L. J. Vitalo Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
J. A. Grodzicki Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
D. A Hampton Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:
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To make, alter or repeal the by-laws of the corporation.
8. Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statues) outside the State of
Delaware at such a place or places as may be designated from time to time by
the board of directors or in the by-laws of the corporation.
9. The corporation shall indemnify its officers, directors, employees
and agents to the extent permitted by the General Corporation Law of Delaware.
10. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
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<PAGE> 4
WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation
Law of the State of Delaware, do make this certificate, hereby declaring and
certifying that this is our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hands this 25th day of April, 1988
L. J. Vitalo
--------------------------
L. J. Vitalo
J. A. Grodzicki
--------------------------
J. A. Grodzicki
D. A. Hampton
--------------------------
D. A. Hampton
Page 4
<PAGE> 5
Received for Record
April 26th, A.D. 1988
William M. Honey, Recorder.
STATE OF DELAWARE:
: SS.:
NEW CASTLE COUNTY:
Recorded in the Recorder's Office at
Wilmington, Vol. Page &c., the
26th day of April, A. D. 1988.
Witness my hand and official seal.
William M. Honey
Recorders.
****************************
* Recorders Office *
* New Castle Co. Del. *
* Mercy Justice *
****************************
Page 5
<PAGE> 1
EXHIBIT 3.ii
DCUSA CORPORATION
* * * * *
B Y - L A W S
* * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may
from time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of Charleston, State of West Virginia, at
such place as may be fixed from time to time by the board of directors, or at
<PAGE> 2
such other place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting. Meetings of stockholders for any other purpose may be held at
such time and place, within or without the State of Delaware, as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.
Section 2. Annual meetings of stockholders, commencing with the year
1989, shall be held on the first day of December if not a legal holiday, and if
a legal holiday, then on the next secular day following, at 10:00 A.M., or at
such other date and time as shall be designated from time to time by the board
of directors and stated in the notice of the meeting, at which they shall elect
by a plurality vote a board of directors, and transact such other business as
my properly be brought before the meeting.
Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten nor more than sixty days before the date of the
meeting.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting
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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. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding
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and entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 6. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 7. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given
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to each stockholder of record entitled to vote at the meeting.
Section 8. When a quorum is present at nay meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statues or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 9. Unless otherwise provided in the certificate of incorporation
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of the capital stock having voting
power held by such stockholder, but no proxy shall be voted on after three
years from its date, unless the proxy provides for a longer period.
Section 10. Unless otherwise provided in the certificate of incorporation,
any action required to be taken at any annual or special meeting of
stockholders of the corporation, or any action which may be taken at any annual
or special meeting of such stockholders, may be taken
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without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be 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 thereon were present and voted. prompt notice of the taking
of the corporate action without a meeting by less than unanimous written
consent shall be given to those stock holders who have not consented in
writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole
board shall be not less than one nor more than nine. The first board shall
consist of two directors. Thereafter, within the limits above specified, the
number of directors shall be determined by resolution of the board of directors
or by the stockholders at the annual meeting. The directors shall be elected
at the annual meeting of the stockholders, except as provided in Section 2 of
this Article, and each director elected shall hold office until his
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successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.
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Section 3. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of
the stockholders to fix the time or place of such first meeting of the newly
elected board of directors, or in the event such meeting is not held at the
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time and place so fixed by the stockholders, the meeting may be held at such
time and place as shall be specified in a notice given as hereinafter provided
for special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.
Section 7. Special meetings of the board may be called by the president
on five days' notice to each director, either personally or by mail or by
telegram; special meetings shall be called by the president or secretary in
like manner and on like notice on the written request of two directors unless
the board consists of only one director; in which case special meetings shall
be called by the president or secretary in lake manner and on like notice on
the written request of the sole director.
Section 8. At all meetings of the board a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act
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of the board of directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation. If a quorum shall not be
present at any meeting of the board of directors the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may
be, consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
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COMMITTEES OF DIRECTORS
Section 11. The board of directors may, be resolution passed by a
majority of the whole board, 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 at any meeting of the committee.
in the absence or disqualification of a member of a committee, the member
or members thereof 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, 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
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or resolutions providing for the issuance of shares of stock adopted by the
board of directors as provided in Section 151(a) fix any of the preferences or
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)
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 by-laws of the corporation; and, unless the resolution or the certificate
of incorporation expressly so provide, no such committee shall have the power
or authority to declare a dividend or to authorize the issuance of stock or to
adopt a certificate of ownership and merger. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the board of directors.
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Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the board of directors and
may be paid a fixed sum for attendance at each meeting of the board of
directors or a stated salary as director. No such payment shall preclude any
director from service the corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be
allowed like compensation for attending committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire board of directors may be
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removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be
given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such director or stockholder, at his address as it appears on the records of
the corporation, with postage thereon prepaid, and such notice shall be deemed
to be given at the time when the same shall be deposited in the United States
mail. Notice to directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the
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board of directors and shall be a president, a vice-president, a secretary and
a treasurer. The board of directors may also choose additional
vice-presidents, and one or more assistant secretaries and assistant
treasurers. Any number of offices may be held by the same person, unless the
certificate of incorporation or these by-laws otherwise provide.
Section 2. The board of directors at its first meeting after each annual
meeting of stockholders shall choose a president, one or more vice-presidents,
a secretary and a treasurer.
Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any
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office of the corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
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than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings
of the meetings of the corporation and of the board of directors in a book to
be kept for that purpose and shall perform like duties for the standing
committees when required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of directors,
and shall perform such other duties as may be prescribed by the board of
directors or president, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring
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it and when so affixed, it may be attested by his signature or by the signature
of such assistant secretary. The board of directors may give general authority
to any other officer to affix the seal of the corporation and to attest the
affixing by his signature.
Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as my be designated by the board of directors.
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Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and
with such surety or sureties as shall be satisfactory to the board of directors
for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control belonging to
the corporation.
Section 14. The assistant treasurer, or if there shall be more than one,
the assistant treasurers in the order determined by the board of directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the treasurer
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and shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the corporation by, the chairman or vice-chairman 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.
Within a reasonable time after the issuance or transfer of uncertificated
stock, the corporation shall send to the registered owner thereof a written
notice containing the information required to be set forth or stated on
certificates pursuant to Sections 151, 156, 202 (a) or 218(a) or a statement
that the corporation will furnish without charge to each stockholder who so
requests the powers, designation, preferences and relative participating,
optional or special rights of each class of stock or
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series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost,
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stolen or destroyed certificate or certificates, or his legal representative,
to advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate
alleged to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall
be the duty of the corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon
its books. Upon receipt of proper transfer instructions from the registered
owner of uncertificated shares such uncertificated shares shall be canceled and
issuance of new equivalent uncertificated shares or certificated shares shall
be made to the person entitled thereto and the transaction shall be recorded
upon the books of the corporation.
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FIXING RECORD DATE
Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the board of directors may fix, in advance, a record
date, which shall not be more than sixty nor less than ten days prior to any
other action. 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.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls
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and assessments a person registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Delaware.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing
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dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest
of the corporation, and the directors may modify or abolish any such reserve in
the manner in which is was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.
CHECKS
Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
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SEAL
Section 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
Section 7. The corporation shall indemnify its officers, directors,
employees and agents to the extent permitted by the General Corporation Law of
Delaware.
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting.
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<PAGE> 27
If the power to adopt, amend or repeal by-laws is conferred upon the board of
directors by the certificate of incorporation it shall not divest or limit the
power of the stockholders to adopt, amend or repeal by-laws.
Page 27
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 2,502
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,502
<PP&E> 29,604
<DEPRECIATION> (10,614)
<TOTAL-ASSETS> 21,492
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 2,220
<OTHER-SE> 19,272
<TOTAL-LIABILITY-AND-EQUITY> 21,492
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 37,872
<LOSS-PROVISION> (37,872)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (37,872)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (37,872)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<PAGE> 1
EXHIBIT 99
Miscellaneous Information.
(1) Recent Sales of unregistered securities.
(a) Securities sold.
None.
(b) Underwriters and other purchasers.
None.
(c) Consideration.
Not applicable.
(d) Exemption for registration claimed.
Not applicable.
