SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 1, 1998
ATI NETWORKS, INC.
(Exact Name of Registrant as Specified in its Charter)
COLORADO
(State or Other Jurisdiction of Incorporation)
3322832-D 84-01089801
(Commission File Number) (I.R.S. Employer Identification Number)
460 Cedar Street, Fond du Lac, WI54935
(Address of Principal Executive Offices)(Zip Code)
(920) 922-7030
(Registrant's Telephone Number, Including Area Code)
<PAGE>
INFORMATION INCLUDED IN THIS REPORT
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(b) Beneficial Ownership.
PRINCIPAL STOCKHOLDERS
The following table sets forth the beneficial ownership of the
ownership of ATI Networks, Inc. ("ATI") outstanding common
stock on July 9, 1998 by (i) each director and executive officer
of ATI, (ii) all directors and executive officers of ATI as a group,
and (iii) each shareholder who was known by the Company to be the
beneficial owner of more than five percent (5%) of the
outstanding shares of ATI:
Shares of ATI
Common Stock to be
Beneficially Owned Percent
Name and as of the Distrib. of
Address Record Date Class
Lawrence Bestor 1,356,640 43.0%
460 Cedar Street
Fond du Lac, WI
54935
Oshkosh Truck Corp. 600,000 18.8%
2307 Oregon St.
Oshkosh, WI
54935
William Geenen 4,000 0.13%
460 Cedar Street
Fond du Lac, WI
54935
Blade Thomas 10,000 0.03%
460 Cedar Street
Fond du Lac, WI
54935
<PAGE>
Mark Thatcher 0.0%
360 Thames Street
Newport, RI
02840
Steven Sorenson 22,0000 0.7%
460 Cedar Street
Fond du Lac, WI
54935
Dr. William Sybesma 80,000 2.6%
460 Cedar Street
Fond du Lac, WI
54935
All Directors and 1,472,640 46.40%
Officers as a Group
Management of ATI has advised that they may acquire
additional shares of ATI Common Stock from time to time in the
open market at prices prevailing at the time of such purchases.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a)
Pursuant to the provisions of the Colorado Business Corporation Act (CRS
7-7-101, et seq., as amended) ATI Networks, Inc. ("ATI") and Waterford
International, Inc. ("Waterford") adopted the following SHARE EXCHANGE:
Attached hereto as Exhibit 2.2 is the Plan of Share Exchange of
Waterford, a Colorado corporation, and ATI (formerly ATI, INC. DBA
AMERICAN TECHNOLOGIES, INC.), a Wisconsin corporation.
The Plan of Share Exchange was duly adopted by the Boards of Directors of
the respective corporations on April 21, 1998, and approved by the Board
of Directors of Waterford on April 21, 1998, and by the shareholders of
ATI on April 21, 1998, in the manner prescribed by Section 7-111-103(1-9)
of the Colorado Business Corporation Act. The number of shares
voted for the Plan of Share Exchange was, with respect to each corporation,
sufficient for approval as set forth below.
<PAGE>
The number of shares of Waterford outstanding at the time of such
adoption was 2,217,500, and the number of Shares entitled to vote
thereon was:
2,217,500.
The number of shares of ATI outstanding at the time of such adoption
was 2,753,840, and the number of shares entitled to vote thereon was:
2,753,840.
The designation and number of outstanding shares of each class entitled to
vote thereon as a class were:
NONE.
The number of shares voted for such Plan of Share Exchange by
Waterford was 2,000,000, and the number of shares voted against such
Plan of Share Exchange was:
NONE.
(b) Not applicable
ITEMS 3 THROUGH 9 NOT APPLICABLE.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ATI NETWORKS, INC.
/s/ Mark T. Thatcher
DATE: May 1, 1998 By: /s/ Mark T. Thatcher
Name: Mark T. Thatcher
Title: Secretary and Filing Agent
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
<TABLE>
<CAPTION>
EXHIBIT NO DESCRIPTION
<S> <C> <C>
x 2.1 Articles of Share Exchange between ATI, Inc. and Waterford
International, Inc., dated April 24, 1998;
x 2.2 Plan of Share Exchange dated April 24, 1998;
* 3.1 Articles of Incorporation of the Company, as amended;
* 3.2 Bylaws of the Company;
x 4.1 Instruments Defining Rights of Security Holders/Minutes of
Annual/Special Meetings of the Company;
x 20.1 Board of Director's Resolution authorizing the name change
from Waterford International, Inc. to ATI Networks, Inc.
x 23.1 Consent of Mark T. Thatcher, P.C.
x 27 Financial Data Schedule
_______________________
x Filed herewith.
* Incorporated by reference from the issuer's Annual Report on Form 10KSB
(S.E.C. File No.33-22832-d) filed June 30, 1998.
</TABLE>
WATERFORD INTERNATIONAL, INC.
and
ATI, INC. DBA AMERICAN TECHNOLOGIES, INC.
ARTICLES OF SHARE EXCHANGE
Pursuant to the provisions of the Colorado Business Corporation Act (CRS
7-7-101, et seq., as amended) the undersigned corporations adopt the
following Articles of SHARE EXCHANGE:
FIRST: Attached hereto as Exhibit A is the Plan of Share Exchange of
WATERFORD INTERNATIONAL, INC., a Colorado corporation, and ATI, INC. DBA
AMERICAN TECHNOLOGIES, INC., a Wisconsin corporation.
SECOND: The Plan of Share Exchange was duly adopted by the Boards of
Directors of the respective corporations on April 21, 1998, and approved by
the Board of Directors of WATERFORD INTERNATIONAL, INC. on April 21, 1998, and
by the shareholders of ATI, INC. DBA AMERICAN TECHNOLOGIES, INC., on April 21,
1998, in the manner prescribed by Section 7-111-103(1-9) of the Colorado
Business Corporation Act. The number of shares voted for the Plan of Share
Exchange was, with respect to each corporation, sufficient for approval as
set forth below.
(A) The number of shares of WATERFORD INTERNATIONAL, INC. outstanding at
the time of such adoption was 2,217,500, and the number of Shares entitled to
vote thereon was:
2,217,500.
The number of shares of ATI, INC. DBA AMERICAN TECHNOLOGIES, INC. outstanding
at the time of such adoption was 2,753,840, and the number of shares entitled
to vote thereon was:
2,753,840.
The designation and number of outstanding shares of each class entitled to
vote thereon as a class were:
NONE.
<PAGE>
(B) The number of shares voted for such Plan of Share Exchange by
WATERFORD INTERNATIONAL, INC. was 2,000,000, and the number of shares voted
against such Plan of Share Exchange was:
NONE.
IN WITNESS WHEREOF, the following persons have duly executed and verify
these Articles of Share Exchange this 21st day of April, 1998.
WATERFORD INTERNATIONAL, INC.,
a Colorado corporation
Attest:
/s/ Mark T. Thatcher /s/ Christopher O. Werner
_____________________ By:______________________
MARK T. THATCHER, CHRISTOPHER O. WERNER,
Secretary President
ATI, INC. DBA AMERICAN TECHNOLOGIES, INC.,
a Wisconsin corporation
Attest:
/s/ William H. Geenen /s/ Larry Bestor
_____________________ By:______________________
WILLIAM H. GEENEN, LARRY BESTOR,
Chief Financial Officer President
STATE OF WISCONSIN )
) ss:
COUNTY OF )
This instrument was acknowledged and executed before me this _____ day
of _______________, 1998, by CHRISTOPHER O. WERNER, President of WATERFORD
INTERNATIONAL, INC., a Colorado corporation.
______________________________
Notary Public
My Commission Expires:
[SEAL]
<PAGE>
STATE OF WISCONSIN )
) ss:
COUNTY OF )
This instrument was acknowledged and executed before me this _____ day of
_______________, 1998, by LARRY BESTOR, President of ATI, INC. DBA AMERICAN
TECHNOLOGIES, INC., a Wisconsin corporation.
______________________________
Notary Public
My Commission Expires:
[SEAL]
EXHIBIT A
PLAN OF SHARE EXCHANGE
WATERFORD INTERNATIONAL, INC.
AND
ATI, INC. DBA AMERICAN TECHNOLOGIES, INC.
THIS PLAN AND AGREEMENT OF SHARE EXCHANGE (hereinafter called "this
Agreement"), dated as of April 21, 1998, is by and between WATERFORD
INTERNATIONAL, INC., a Colorado corporation (hereinafter called "Waterford"),
and ATI, INC., DBA AMERICAN TECHNOLOGIES, INC., a Wisconsin corporation
(hereinafter called "ATI"), said corporations being hereafter sometimes
collectively referred to as the "Constituent Corporations").
WITNESSETH:
WHEREAS, Waterford is a corporation duly organized and existing under the
laws of the State of Colorado, having been incorporated in 1989, and ATI is a
corporation duly organized and existing under the laws of the State of
Wisconsin, having been incorporated in February, 1990; and
WHEREAS, the authorized capital stock of Waterford consists of TWENTY
MILLION (20,000,000) shares of no par value Common Stock, of which TWO MILLION
TWO HUNDRED SEVENTEEN THOUSAND FIVE HUNDRED (2,217,500) shares are
outstanding, and TWO MILLION (2,000,000) shares of $1.00 par value preferred
stock, of which no shares are outstanding; and
WHEREAS, the authorized capital stock of ATI consists of SEVEN MILLION
(7,000,000) shares of Common Stock, no par value, of which TWO MILLION SEVEN
FIFTY THREE THOUSAND EIGHT HUNDRED FORTY (2,753,840) shares are outstanding;
and
WHEREAS, the Boards of Directors of the Constituent Corporations deem it
advisable for the general welfare and advantage of the Constituent
Corporations and their respective shareholders that the Constituent
Corporations respectively desire to so exchange shares pursuant to this
Agreement and pursuant to the applicable provisions of the laws of the State
of Colorado;
<PAGE>
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereby agree, in accordance with the
applicable provisions of the laws of the State of Colorado, that the
Constituent Corporations shall exchange shares, to wit: ATI, a Wisconsin
corporation, one of the Constituent Corporations, which is not a new
corporation, and which shall continue its existence and be the wholly-owned
subsidiary corporation surviving the Share Exchange (said corporation
hereafter being sometimes called the "Subsidiary Corporation"), and the terms
and conditions of the Share Exchange hereby agreed upon (hereafter called the
"Share Exchange") which the parties covenant to observe, keep and perform and
the mode of carrying the same into effect are and shall be as hereafter set
forth:
ARTICLE I
CONDITIONS
The Share Exchange shall be subject to the following conditions:
(a) the approval of the boards of directors of both Constituent
Corporations;
ARTICLE II
EFFECTIVE TIME OF THE SHARE EXCHANGE
At the effective time of the Share Exchange, the separate existence of
Waterford shall cease and Waterford shall be Parent Corporation to the
Subsidiary Corporation. Consummation of this Agreement shall be effected on
the date on which a Certificate of Share Exchange in substantially the form
annexed hereto is filed in the office of the Secretary of State of the State
of Colorado, all after satisfaction of the respective requirements of the
applicable laws of said state prerequisite to such filings.
<PAGE>
ARTICLE III
GOVERNING LAW; CERTIFICATE OF INCORPORATION
The laws which are to govern the Subsidiary Corporation are the laws of
the State of Colorado. The Certificate of Incorporation of Waterford, as
heretofore amended, shall, at the effective time of the Share Exchange, be
amended to the extent set forth in Paragraph Third of the Article of Share
Exchange, attached hereto, to amend the name of Waterford International, Inc.,
As the Parent Corporation, to e-Technologies, Inc. As so amended, such
Articles of Incorporation and Certificate of Incorporation shall remain in
effect thereafter until the same shall be further amended or altered in
accordance with the provisions thereof.
ARTICLE IV
BY-LAWS
The By-Laws of Waterford, at the effective time of the Share Exchange
shall be the By-Laws of the Subsidiary Corporation until the same shall be
altered or amended in accordance with the provisions thereof.
ARTICLE V
DIRECTORS AND OFFICERS
The Directors of both Constituent Corporations at the effective time of
the Share Exchange shall be the Directors of the Subsidiary Corporation until
their respective successors are duly elected and qualified. Subject to the
authority of the Board of Directors as provided by law and the By-Laws of the
Subsidiary Corporation, the officers of both Constituent Corporations at the
effective time of the Share Exchange shall be the officers of the Subsidiary
Corporation.
ARTICLE VI
CONVERSION OF SHARES IN THE SHARE EXCHANGE
The mode of carrying into effect the Share Exchange provided in this
Agreement, and the manner and basis of converting the shares of the
Constituent Corporations into shares of the Parent Corporation are as
follows:
<PAGE>
1. Waterford Common Stock. No Shares of Common Stock, no par value, of
Waterford issued at the effective time of the Share Exchange shall be
converted as a result of the Share Exchange, and all of such shares shall
remain issued shares of Common Stock of the Parent Corporation.
2. ATI Common Stock. At the effective time of the Share Exchange, each
share of no par value Common Stock of ATI issued and outstanding shall be
converted into and become one (1) share Common Stock of the Parent
Corporation. As a result, each holder of outstanding Common Stock of ATI
shall surrender, on a share for share basis, one stock certificate of Common
Stock of ATI for one share of Waterford. Upon surrender to Waterford of one
or more stock certificates for Common Stock of Waterford, each ATI shareholder
shall be entitled to receive one or more stock certificates for the full
number of shares of Common Stock of Waterford into which the Common Stock of
ATI so surrendered shall have been converted as aforesaid together with any
dividends on the Common Stock of ATI as to which the payment date shall have
occurred on or prior to the date of the surrender of said shares and the
proceeds from any sale of a fractional interest in accordance with Paragraph
4 of this Article VI. Waterford's $1.00 par value Preferred Stock, of which
no shares are currently outstanding, shall not be canceled by the Share
Exchange.
3. Surrender of ATI's Certificates. As soon as practicable after the
Share Exchange becomes effective, the Stock Certificates representing Common
Stock of ATI issued and outstanding at the time the Share Exchange becomes
effective shall be surrendered for exchange to the Parent Corporation as above
provided. Until so surrendered for exchange, each such Stock Certificate
nominally representing Common Stock of Waterford shall be deemed for all
corporate purposes (except for the payment of dividends, which shall be
subject to the exchange of stock certificates as above provided) to evidence
the ownership of the number of shares of Common Stock of the Parent
Corporation which the holder thereof would be entitled to receive upon its
surrender to the Subsidiary Corporation.
4. Issuance of Additional Shares Subsequent to Share Exchange. As soon
as practicable after the Share Exchange becomes effective, the Parent Company
shall issue to the President of ATI, Mr. Larry Bestor, approximately NINE
HUNDRED FIFTY THREE THOUSAND EIGHT HUNDRED FORTY (953,840) additional shares
of Common Stock in the parent company to satisfy and cover his concurrent
short position in the Parent Company's Common Stock. Said short position will
result based upon the one for one share exchange arrangement (conversion) that
has been agreed upon by both boards of directors in order to avoid the
issuance of fractional shares to ATI shareholders who are converting their
shares.
<PAGE>
5. Fractional Interests. No fractional shares of Common Stock of the
Parent Corporation or certificate or scrip representing the same shall be
issued. In lieu thereof each holder of ATI Common Stock having a fractional
interest arising upon such conversion will be afforded the opportunity through
the transfer agent for the Common Stock, on or before the 60th day following
the effective date of the Share Exchange, or on or before such later date (but
in any event not later than the 90th day following the effective date of the
Share Exchange) as the Subsidiary Corporation may determine, either to
consolidate his fractional interest into one full share of Common Stock of the
Parent Corporation by purchasing and paying for the additional fractional
interest required for such consolidation, or to sell his fractional interest
and obtain the proceeds thereof. Any fractional interest with respect to
which instructions shall not have been so received by the transfer agent
within the prescribed period shall be canceled. The proceeds of any sale of a
fractional interest shall be paid in cash by ATI to the shareholder entitled
to the fractional interest sold, except that ATI shall not pay such proceeds
to any holder of Waterford's Common Stock who shall not have surrendered his
certificates for exchange pursuant to Paragraph 3 of this Article VI.
6. Status of Common Stock. All shares of Common Stock of the Subsidiary
Corporation into which shares of Common Stock of Waterford are converted as
herein provided shall be fully paid and non-assessable and shall be issued in
full satisfaction of all rights pertaining to such shares of Common Stock of
ATI.
7. Independent Appraisal, Right to Dissent and Obtain Payment for
Shares; Procedures for Protection of Dissenter's Rights. In order to
establish a "fair value" for the shares of ATI Common Stock which are paid in
cash in lieu of conversion into a fractional interest upon conversion into ATI
Common Stock, as provided in Paragraph 4 above, the Board of Directors of ATI
shall establish the value of ATI's stock prior to the Share Exchange, and
shall afford to such shareholders of ATI all of the rights, and implement the
procedures for protection of dissenters' rights, pursuant to Section 7-111-103
and 7-111-106 of the Colorado Business Corporation Act, as amended, the terms
and provisions of which are hereby incorporated by reference and made a part
hereof.
<PAGE>
ARTICLE VII
EFFECT OF THE SHARE EXCHANGE
At the effective time of the Share Exchange, the Subsidiary Corporation
shall succeed to, without other transfer, and shall possess and enjoy, all the
rights, privileges, immunities, powers and franchises both of a public and a
private nature, and be subject to all the restrictions, disabilities and
duties of each of the Constituent Corporations, and all the rights,
privileges, immunities, powers and franchises of each of the Constituent
Corporations on whatever account, for stock subscriptions as well as for all
other things in action or belonging to each of said Corporations, shall be
vested in the Subsidiary Corporation; and all property, rights, privileges,
immunities, powers and franchises, and all and every other interest shall be
thereafter as effectually the property of the Subsidiary Corporation as they
were of the Respective Constituent Corporations, and the title to any real
estate vested by deed or otherwise in either of said Constituent Corporations
shall not revert or be in any way impaired by reason of the Share Exchange;
provided, however, that all rights of creditors and all liens upon any
property of either of said Constituent Corporations shall be preserved
unimpaired, limited in lien to the property affected by such liens at the
effective time of the Share Exchange.
ARTICLE VIII
ACCOUNTING MATTERS
The assets and liabilities of the Constituent Corporations as at the
effective time of the Share Exchange, shall be taken up on the books of the
Subsidiary Corporation at the amounts of which they shall be carried at that
time on the books of the respective Constituent Corporations. The amount of
capital of the Subsidiary Corporation after the Share Exchange shall be equal
to the sum of the aggregate amount of the par value of the Common Stock to be
issued in the Share Exchange and of the aggregate par value of the Common
Stock that will remain issued upon the Share Exchange. The surplus of the
Subsidiary Corporation after the Share Exchange, including any surplus arising
in the Share Exchange, shall be available to be used for any legal purposes
for which surplus may be used.
<PAGE>
ARTICLE IX
DIRECTOR APPROVAL; FILING OF CERTIFICATE OF SHARE EXCHANGE
This Agreement shall be submitted to the directors of each of the
Constituent Corporations for approval. If such requisite director approval is
obtained, Articles of Share Exchange in substantially the form annexed hereto
as Exhibit A shall be signed, verified and delivered to the Secretary of State
of the State of Colorado for filing as provided by Section 7-111-105 of the
Colorado Business Corporation Act.
ARTICLE X
WATERFORD REPRESENTS AND WARRANTS TO ATI AS FOLLOWS
1. Organization, Etc. Waterford is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Colorado. Waterford has corporate power to carry on its business as it is now
being conducted and is qualified to do business in every jurisdiction in which
the character and location of the assets owned by it or the nature of the
business transacted by it require qualification.
2. Capitalization. Waterford's capitalization consists of TWENTY
MILLION (20,000,000) authorized shares no par value Common Stock, of which TWO
MILLION TWO HUNDRED SEVENTEEN THOUSAND FIVE HUNDRED (2,217,500) shares are
issued and outstanding as of the date hereof, and TWO MILLION (2,000,000)
shares of $1.00 par value Preferred Stock, of which no shares are currently
outstanding. Each issued share is validly issued, fully paid, non-assessable
and each outstanding share is entitled to one vote.
3. List of Information. Waterford has delivered to ATI a list of
information concerning Waterford and its subsidiaries dated the date hereof.
The information set forth in such list and the copies of documents referred
to in such list and furnished to ATI are complete and accurate.
4. Further Warranties and Representations:
(a) Waterford has and on the closing date will have good and marketable
title to all tangible/intangible assets in its records and books of account,
free and clear of all liens, encumbrances and charges and except for current
taxes and assessments not delinquent and liens, encumbrances and charges shown
in its records and books of account which are not substantial in character or
amount, and do not materially detract from the value or interfere with the
use
<PAGE>
of properties subject thereto or affected thereby.
(b) Waterford has and on the closing date will have good and marketable
title to the machinery, equipment, merchandise, materials, supplies and other
property of every kind, tangible or intangible, or shown as assets in its
records and books of account, free and clear of all liens, encumbrances and
charges and except for liens, encumbrances and charges, in any, which do not
materially detract from the value of or interfere with the use of the
properties subject thereto or affected thereby.
(c) There are no Pending claims, all taxes imposed by the U.S. or by any
foreign country or by any state, municipality, subdivision or instrumentality
of the U.S. or of any foreign county or by any other taxing authority, which
are due or payable by Waterford, and all price redetermination or
renegotiation claims asserted or that may be asserted against it, have been
paid in full or are adequately provided for by reserves shown in the records
and books of account of Waterford's and will be so paid or provided for on the
closing date. Waterford has no knowledge of any un-assessed tax deficiency
proposed or threatened against it.
(d) Except for agreement described in and appended to the Disclosure
Schedule, none of which materially and adversely affects the earnings,
business, properties, or assets of Waterford,
Waterford is not a party to:
(1)any sales agency agreement not subject to termination without
liability on notice of sixty (60) days or less;
(2)any pension, retirement or profit sharing plan or agreement not
cancelable within sixty (60) days without liability;
(3)any management or consultation agreement not terminable at will
without liability;
(4) any union agreement or loan agreement;
(5)any contract, accepted order or commitment for the purchase of
materials, products or supplies having a total contract price in excess of
$500,000; or
<PAGE>
(6)any other agreement which materially affects the business, properties or
assets of Waterford's, or which was entered into other than in the ordinary
and usual course of business.
Adequate reserves will be provided and set up on the books of account of
Waterford's, and will continue to be so provided and set up throughout the
expansion of the project, for any contract, order or commitment expected to
be performed.
(e) Waterford is enjoying and on the closing date will enjoy good
working relationships under all of the Agreements, dealer, sales
representation and other agreements necessary to the normal operation of its
business. All or substantially all of the real and personal properties used
in the business of Waterford are and on the closing date will be in good and
operable condition. Waterford is adequately insured with respect to risks
normally insured against by companies similarly situated. The Disclosure
Schedule shall contain a list, and be accompanied by copies, of all existing
insurance policies of Waterford's, including but not limited to group
insurance and pension plans. All such policies are in full force and effect.
The Disclosure Schedule shall also contain a list of all claims for insured
losses filed by Waterford during the three (3) year period immediately
preceding the date of this Agreement, including but not limited to workmen's
compensation, automobile and general and product liability.
5. Disclosure Schedule. Waterford shall cause six (6) copies of a
schedule (the Disclosure Schedule) setting forth all information required by
this Agreement to be included therein, with all required exhibits attached
thereto, to be delivered to ATI not later than ten (10) days after the date
of this Agreement.
6. Litigation and Proceedings. There is no suit, action or legal or
administrative proceeding pending, or to the knowledge of Waterford
threatened, against it or any of its consolidated subsidiaries, which, if
adversely determined, might materially and adversely affect the financial
condition of Waterford or the conduct of its businesses nor is there any
decree, injunction or order of any court, governmental department or agency
outstanding against Waterford or any of its consolidated subsidiaries having
any such effect.
7. Material Contracts. Waterford is not in default in any material
respect under the terms of any material outstanding contract, agreement,
lease or other commitment.
<PAGE>
8. No Conflict with Other Instruments. At the effective time of the
Share Exchange, the consummation of the transactions contemplated by this Plan
will not result in the breach of any term or provision of or constitute a
default under any indenture, mortgage, deed of trust or other material
agreement or instrument to which Waterford or any of its subsidiaries is a
party.
9. Governmental Authorizations. Waterford has all licenses, franchises,
permits and other governmental authorizations which are valid and sufficient
for all businesses presently carried on by Waterford and its consolidated
subsidiaries.
ARTICLE XI
ATI'S REPRESENTATIONS AND WARRANTIES
ATI represents and warrants to Waterford, as follows:
1. Organization. ATI is a corporation duly organized, validly existing
and in good standing under the laws of the State of Wisconsin. ATI has
corporate power to carry on its business as it is now being conducted and is
qualified to do business in every jurisdiction in which the character and
location of the assets owned by it or the nature of the business transacted
by it require qualification.
2. Capitalization. ATI's capitalization consists of 7,000,000
authorized shares of Common Stock (no par value), of which 2,753,840 shares
are issued and outstanding as of the date hereof. Each issued share is
validly issued, fully paid, non-assessable and each outstanding share is
entitled to one vote.
3. Shares to be Issued. At the effective time of the Share Exchange,
each share of no par value Common Stock of ATI issued and outstanding shall be
converted into and become one (1) share Common Stock of the Parent
Corporation. As a result, each holder of outstanding Common Stock of ATI
shall surrender, on a share for share basis, one stock certificate of Common
Stock of ATI for one share of Waterford. Upon surrender to Waterford of one
or more stock certificates for Common Stock of Waterford, each ATI shareholder
shall be entitled to receive one or more stock certificates for the full
number of shares of Common Stock of Waterford into which the Common Stock of
ATI so surrendered shall have been converted as aforesaid together with any
dividends on the Common Stock of ATI as to which the payment date shall have
occurred on or prior to the date of the surrender of said shares and the
<PAGE>
proceeds from any sale of a fractional interest in accordance with Paragraph
4 of this Article VI. Waterford's $1.00 par value Preferred Stock, of which
no shares are currently outstanding, shall not be canceled by the Share
Exchange.
4. Financial Statements. ATI has delivered to Waterford copies of its
consolidated balance sheet as at December 31, 1996 and June 30, 1997
inclusive, and related statements of consolidated earnings and earnings
retained in the business for the fiscal year ended on such date, in each case
including the notes thereto. All of such financial statements are true and
complete and have been prepared in accordance with generally accepted
accounting principles consistently followed throughout the periods indicated,
except as otherwise indicated in the notes thereto. Each of such balance
sheets presents a true and complete statement as of its date of the
corporation's financial condition and assets and liabilities. Except as and
to the extent reflected or reserved against therein (including the notes
thereto), ATI did not have, as of the date thereof, any liabilities or
obligations (whether accrued, absolute, contingent or otherwise) of a nature
customarily reflected in a consolidated corporate balance sheet or the notes
thereto, prepared in accordance with generally accepted accounting
principles. Each of such statements of earnings and earnings retained in the
business presents a true and complete statement of the results of operations
of ATI for the period indicated.
5. Further Warranties and Representations:
(a) ATI has and on the closing date will have good and marketable
title to all tangible/intangible assets in its records and books of account,
free and clear of all liens, encumbrances and charges and except for current
taxes and assessments not delinquent and liens, encumbrances and charges shown
in its records and books of account which are not substantial in character or
amount, and do not materially detract from the value or interfere with the
use of properties subject thereto or affected thereby.
(b) ATI has and on the closing date will have good and marketable
title to the machinery, equipment, merchandise, materials, supplies and other
property of every kind, tangible or intangible, or shown as assets in its
records and books of account, free and clear of all liens, encumbrances and
charges and except for liens, encumbrances and charges, in any, which do not
materially detract from the value of or interfere with the use of the
properties subject thereto or affected thereby.
<PAGE>
(c) There are no Pending claims, all taxes imposed by the U.S. or
by any foreign country or by any state, municipality, subdivision or
instrumentality of the U.S. or of any foreign country or by any other taxing
authority, which are due or payable by ATI, and all price redetermination or
renegotiation claims asserted or that may be asserted against it, have been
paid in full or are adequately provided for by reserves shown in the records
and books of account of ATI and will be so paid or provided for on the closing
date. ATI has no knowledge of any un-assessed tax deficiency proposed or
threatened against it.
(d) Except for agreement described in and appended to the
Disclosure Schedule, none of which materially and adversely affects the
earnings, business, properties, or assets of ATI, ATI is not a party to:
(1)any sales agency agreement not subject to termination
without liability on notice of sixty (60) days or less;
(2)any pension, retirement or profit sharing plan or agreement
not cancelable within sixty (60) days without liability;
(3)any management or consultation agreement not terminable at
will without liability;
(4)any union agreement or loan agreement;
(5)any contract, accepted order or commitment for the purchase
of materials, products or supplies having a total contract price in excess of
$5,000; or
(6)any other agreement which materially affects the business,
properties or assets of ATI, or which was entered into other than in the
ordinary and usual course of business.
Adequate reserves will be provided and set up on the books of account of ATI,
and will continue to be so provided and set up throughout the expansion of the
project, for any contract, order or commitment expected to be performed.
(e) ATI is enjoying and on the closing date will continue to enjoy good
working relationships under all Franchise Relationships, dealer, sales
representation and other agreements necessary to the normal operation of its
business. All or substantially all of the real and personal properties used
in the business of ATI are and on the closing date will be in good and
operable condition. ATI is adequately insured with respect to risks normally
insured against by companies similarly situated. The Disclosure Schedule
<PAGE>
shall contain a list, and be accompanied by copies, of all existing insurance
policies of ATI, including but not limited to group insurance and pension
plans. All such policies are in full force and effect. The Disclosure
Schedule shall also contain a list of all claims for insured losses filed by
ATI during the three (3) year period immediately preceding the date of this
Agreement, including but not limited to workmen's compensation, automobile
and general and product liability.
6. Absence of Certain Charges or Events. From January 1, 1995 to the
date hereof, there has not been:
(i) Any change in the corporate status, businesses, operations or
financial condition of ATI, other than changes in the ordinary course of
business.
(ii) any declaration, setting aside or payment of any dividend or
other distribution with respect to ATI's Common Stock; or any purchase,
redemption or acquisition of such stock by ATI; and
(iii) any other event or condition of any character which has
materially and adversely affected the corporate status, businesses, operations
or financial condition of ATI and its consolidated subsidiaries taken as a
whole.
7. Litigation and Proceedings. There is no suit, action or legal or
administrative proceeding pending, or to the knowledge of ATI threatened,
against it or any of its consolidated subsidiaries, which, if adversely
determined, might materially and adversely affect the financial condition of
ATI and its consolidated subsidiaries or the conduct of their businesses nor
is there any decree, injunction or order of any court, governmental department
or agency outstanding against ATI or any of its consolidated subsidiaries
having any such effect.
8. Material Contracts. ATI is not in default in any material respect
under the terms of any material outstanding contract, agreement, lease or
other commitment.
9. No Conflict with Other Instruments. At the effective time of the
Share Exchange, the consummation of the transactions contemplated by this Plan
will not result in the breach of any term or provision or constitute a default
under any indenture, mortgage, deed of trust or other material agreement or
instrument to which ATI or any of its subsidiaries is a party.
<PAGE>
10. Governmental Authorizations. ATI and each of its consolidated
subsidiaries have all licenses, franchises, permits and other governmental
authorizations which are valid and sufficient for all businesses presently
carried on by ATI and its consolidated subsidiaries.
11. Brokers. All negotiations relative to this Agreement and the
transactions contemplated hereby have been carried on by ATI directly with
Larry Bestor, and without the intervention of any other person.
ARTICLE XII
CONDUCT OF BUSINESSES PENDING THE SHARE EXCHANGE
From and after the date of this Agreement and prior to the effective
time of the Share Exchange, neither of the Constituent Corporations will,
without the prior written consent of the other:
1. Amend its Certificate of Incorporation or By-Laws except, in the case
as may be necessary to enable them to carry out the provisions of this
Agreement;
2. Engage in any material activity or transaction or incur any material
obligation (by contract or otherwise) except in the ordinary course of
business;
3. Issue rights or options to purchase or subscribe to any shares of
its capital stock or subdivide or otherwise change any such shares;
4. Issue or sell any shares of its capital stock or securities
convertible into shares of its capital stock; or
5. Declare or pay any dividends on or make any distributions in respect
of any shares of its capital stock.
6. From and after the date of this Agreement and prior to the effective
time of the Share Exchange, ATI will use its best efforts to preserve its
business organizations; to keep available to Waterford the services of ATI's
present officers and employees; and to preserve for Waterford the goodwill of
ATI's suppliers, customers and others having business relations with any of
them. During the same period, ATI will not put into effect any material
increase in the compensation or other benefits applicable to officers or
other key personnel.
<PAGE>
ARTICLE XIII
ADDITIONAL AGREEMENTS
The Constituent Corporations further agree as follows:
1. Access and Information. Waterford and ATI hereby agree that each
will give to the other and to the other's accountants, counsel and other
representatives full access during normal business hours throughout the period
prior to the Share Exchange to all of its properties, books, contracts,
commitments and records, and that each will furnish the other during such
period with all such information concerning its affairs as such other party
may reasonably request. In the event of the termination of this Agreement
each party will deliver to the other all documents, work papers and other
material obtained from the other relating to the transactions contemplated
hereby, whether so obtained before or after the execution hereof, and will use
its best efforts to have any information so obtained and not heretofore made
public kept confidential.
2. Expenses. Upon a termination of this Agreement as provided in
Section C of Article XIV hereof, each party will pay all costs and expenses
of its performance of and compliance with all agreements and conditions
contained herein to be performed or complied with, including fees, expenses
and disbursements of its accountants and control.
3. Further Assurances. If at any time the Subsidiary Corporation shall
consider or be advised that any further assignment or assurance in law or
other action is necessary or desirable to vest, perfect, or confirm, of record
or otherwise, in the Subsidiary Corporation, the title to any property or
rights of Waterford acquired or to be acquired by or as a result of the Share
Exchange, the proper officers and directors of Waterford and the Subsidiary
Corporation, respectively, shall be and they hereby are severally and fully
authorized to execute and deliver such proper deeds, assignments and
assurances in law and take such other action as may be necessary or proper in
the name of Waterford or the Subsidiary Corporation to vest, perfect or
confirm title to such property or rights in the Subsidiary Corporation and
otherwise carry out the purposes of this Agreement.
<PAGE>
ARTICLE XIV
CONDITIONS PRECEDENT; TERMINATION; GENERAL PROVISIONS
A. Conditions Precedent to Waterford's Obligations. The obligations of
Waterford to effect the Share Exchange shall be subject to the following
conditions (which may be waived in writing by ATI):
1. The representations and warranties of Waterford's herein contained
shall be true as of and at the effective time of the Share Exchange with the
same effect as though made at such time; Waterford shall have performed all
obligations and complied with all covenants required by this Agreement to be
performed or complied with by it prior to the effective time of the Share
Exchange; and Waterford shall have delivered to ATI a certificate, dated the
effective date of the Share Exchange and signed by its President or one of its
Vice Presidents and its Secretary or one of its Assistant Secretaries, to such
effect.
2. No material changes in the corporate status, businesses, operations
or financial condition of Waterford, and its consolidated subsidiaries shall
have occurred since January 1, 1995 (whether or not covered by insurance),
other than changes in the ordinary course of business, none of which has been
materially adverse in relation to Waterford and its subsidiaries, taken as a
whole, and no other event or condition of any character shall have occurred or
arisen since that date which shall have materially and adversely affected the
corporate status, businesses, operations or financial condition of Waterford,
and its subsidiaries, taken as a whole.
3. ATI shall have received from Mark T. Thatcher, Esq., counsel for
Waterford, a favorable opinion, dated immediately prior to the effective time
of the Share Exchange, in form and substance satisfactory to ATI, to the
effect that:
(a) Waterford is a corporation duly organized and validly existing and
in good standing under the laws of the State of Colorado and each of its
subsidiaries is a corporation duly organized and validly existing and in good
standing under the laws of the jurisdiction of its incorporation;
(b) Waterford is and each of its subsidiaries is duly qualified as a
foreign corporation and in good standing in each jurisdiction in which such
qualification is necessary (naming such jurisdiction);
<PAGE>
(c) Waterford and each of its subsidiaries has the corporate power, and,
in the case of each subsidiary, all licenses, franchises, permits and other
governmental authorizations required, to carry on its business as now being
conducted;
(d) the authorized capital stock of Waterford consists of TWENTY MILLION
(20,000,000) shares of $.00 par value Common Stock, of which TWO MILLION TWO
HUNDRED SEVENTEEN THOUSAND FIVE HUNDRED (2,217,500) shares are issued and
outstanding and have been duly and validly authorized and issued and are
fully paid and non-assessable;
(e) this Agreement has been duly executed and delivered by Waterford and
is the valid and binding obligation of Waterford and all corporate action by
Waterford required in order to authorize the Share Exchange has been taken;
(f) except as may be specified by such counsel, to the knowledge of such
counsel there is no litigation, proceedings, or governmental investigation or
valid dispute pending or threatened against or relating to Waterford or any of
its subsidiaries or its or their properties or businesses other than damage
suits where the defendant's liability in excess of customary self-insurance
amounts is covered by insurance other than matters disclosed in writing as
referred to in Paragraph 11 of Article X hereof; and
(g) as to such other matters incident to the matters herein contemplated
as ATI and its counsel may reasonably request, including the form of all
papers and the validity of all proceedings.
In rendering his opinion, such counsel may rely on certificates of public
officials and of corporate officers, opinions of recognized local counsel in
jurisdictions where such counsel is not qualified to practice, and such other
evidence as he may deem appropriate. The provisions of the preceding sentence
are applicable to all other opinions of counsel to be delivered hereunder.
4. Waterford shall have received such written consents and confirmations
(or opinions of counsel to the effect that such consents or confirmations are
not required), as it may reasonably request to the effect that the Subsidiary
Corporation will succeed upon consummation of the Share Exchange to all of
Waterford's right, title and interest in and to its material contracts,
agreements, leases and other commitments and that the Subsidiary Corporation
shall possess and enjoy all material licenses, franchises, permits and other
governmental authorizations possessed by Waterford at the date hereof.
<PAGE>
B. Conditions Precedent to ATI's Obligations. The obligations of ATI
to effect the Share Exchange shall be subject to the following conditions
(which may be waived in writing by Waterford):
1. The representations and warranties of ATI herein contained shall be
true as of and at the effective time of the Share Exchange with the same
effect as though made at such time; ATI shall have performed all
obligations and complied with all covenants required by this Agreement to be
performed or complied with by it prior to the effective time of the Share
Exchange; and ATI shall have delivered to Waterford a Certificate, dated
the effective date of the Share Exchange; and signed by its Chairman of the
Board and President or one of its Vice Presidents and its Secretary or one of
its Assistant Secretaries, to such effect.
2. No material change in the corporate status, businesses, operations
or financial condition of ATI and its consolidated subsidiaries shall have
occurred since April 21, 1998 (whether or not covered by insurance), other
than changes in the ordinary course of business, and no other event or
condition of any character shall have occurred or arisen since that date
which shall have materially and adversely affected the corporate status,
businesses, operations or financial condition of ATI and its consolidated
subsidiaries, taken as a whole.
C. Termination and Abandonment. Anything herein or elsewhere to the
contrary notwithstanding, this Agreement may be terminated and abandoned at
any time before the effective time of the Share Exchange, whether before or
after adoption or approval of this Agreement by the Directors of the
Constituent Corporations under any one or more of the following
circumstances:
1. By the mutual consent of the Boards of Directors of the Constituent
Corporations;
2. By ATI if, prior to the effective time of the Share Exchange, the
conditions set forth in Paragraphs 1 through 5, inclusive, of Section A of
this Article XIV shall not have been met;
3. By Waterford if, prior to the effective time of the Share Exchange,
the conditions set forth in Paragraphs 1 through 4 inclusive of Section B of
this Article XIV shall not have been met;
<PAGE>
4. By either of the Constituent Corporations if any action or proceeding
before any court or other governmental body or agency shall have been
instituted or threatened to restrain or prohibit the Share Exchange and such
Constituent Corporation deem it advisable to proceed with the Share Exchange;
or
5. By either of the Constituent Corporations if the Certificate of Share
Exchange shall not have been filed as provided in Article II hereof on or
before June 1, 1998.
Upon any such termination and abandonment, neither party shall have any
liability or obligation hereunder to the other.
D. General. The headings in this Agreement shall not affect in anyway
its meaning or interpretation. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
E. Amendments. Any of the terms or conditions of this Agreement may be
modified or waived at any time before the effective time of the Share Exchange
by the party which is, or the shareholders of which are, entitled to the
benefit thereof upon the authority of the Board of Directors of such party,
provided that any such modification or waiver shall in the judgment of the
party making it not affect substantially or materially or adversely the
benefits to such party or its shareholders intended under this Agreement.
IN WITNESS WHEREOF, this Agreement has been signed by the President of
each of the Constituent Corporations and each of the Constituent Corporations
has caused its corporate seal to be hereunto affixed and attested by the
signature of its Secretary or an Assistant Secretary, all as of the day and
year first above written.
WATERFORD INTERNATIONAL, INC.,
a Colorado corporation
ATTEST:
/s/ Mark T. Thatcher /s/ Christopher O. Werner
_________________________ _______________________________
MARK T. THATCHER, Secretary CHRISTOPHER O. WERNER, President
AMERICAN TECHNOLOGIES, INC.:
/s/ Larry Bestor
__________________________________
LARRY BESTOR, President
RESOLUTION AND UNANIMOUS CONSENT MINUTES OF
THE BOARD OF DIRECTORS OF
ATI NETWORKS, INC.
April 24, 1998
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned, being all of the Directors of ATI NETWORKS, INC. do hereby waive
any and all notice that may be required to be given with respect to a meeting
of the Directors of the Corporation and do hereby unanimously take, ratify,
confirm and approve the following actions, as of April 24, 1998:
WHEREAS, a plan of share exchange has been executed and ratified by the
boards of directors of ATI, Network, Inc. and ATI, Inc., respectively, and
the Board of Directors of ATI Networks, Inc. has determined that it is in the
best interest of the Corporation to issue from the treasury nine hundred
sixty-six thousand eight hundred forty (966,840) shares of common stock in
connection with the plan of share exchange.
1.RESOLVED: That the Corporation issue the following number of shares of
Common Stock on behalf of the Corporation, as described below:
Name Number of Shares Consideration
Treasury 966,840 Exchange of Shares
1:1 Basis ATI, Inc.)
2.RESOLVED, that these Minutes of action shall constitute the record of a
Special Meeting of the Board of Directors of ATI Networks, Inc., and when
signed by the Secretary of the Corporation, or any other proper officer, is
hereby authorized to certify any of the actions hereinafter taken of this
Corporation, on the date hereof, in accordance with the requirements
established by law.
3.RESOLVED, that all other actions taken by the officers of the Corporation
since the date of the last Annual Minutes of the Board of Directors are
hereby ratified, approved and confirmed.
<PAGE>
IN WITNESS WHEREOF, the undersigned officer has evidenced their approval
of the above proceedings as of the date first above mentioned.
/s/ Mark T. Thatcher
________________________________
MARK T. THATCHER,
Secretary and General Counsel
<PAGE>
MINUTES OF A SPECIAL MEETING OF
DIRECTORS OF WATERFORD INTERNATIONAL, INC.
ADOPTING A PLAN OF SHARE EXCHANGE
Pursuant to the provisions of the Colorado Business Corporation Act, as
amended, a Special Meeting of the Directors of WATERFORD INTERNATIONAL, INC.
(the "Corporation") was held, pursuant to written notice as required by
Sections 7-7-106, 7-4-123 and 7-3-124 of the Colorado Revised Statutes on
April 14, 1998, at 10:00 a.m. at the Corporation's offices at 360 Thames
Street, Newport, Rhode Island 02840.
Mr. Werner, President of the Corporation, served as Chairman of the
meeting, and asked Mr. Thatcher to serve as Secretary of the meeting. There
were two (2) shareholders present at the meeting, including Mr. Werner,
together with Mark T. Thatcher, counsel for the Corporation. Mr. Thatcher
reported that written notice of the meeting had been duly given, according to
the requirements of Colorado law, to all shareholders of the Corporation. He
further reported that there were currently TWO MILLION TWO HUNDRED SEVENTEEN
THOUSAND FIVE HUNDRED (2,217,500) shares of the Corporation outstanding, and
the number of shares entitled to vote was the same. He stated that TWO
MILLION (2,000,000) shares were represented in person at the meeting, and
that none were represented by written proxy.
Mr. Werner then stated that a quorum was present, and that the only
business of the meeting was to consider a Plan of Share Exchange with AMERICAN
TECHNOLOGIES, INC., as set forth in the Notice to Shareholders of Special
Meeting, which had been mailed to all shareholders of record of the
Corporation on or about April 14, 1998. Whereupon, upon motion duly made,
seconded and carried, with TWO MILLION (2,000,000) shares voting for, TWO
HUNDRED SEVENTEEN THOUSAND FIVE HUNDRED (217,500) shares abstaining, and no
shares voting against, it was:
<PAGE>
1.RESOLVED, that the Directors of this Corporation hereby determine that the
share exchange of the Corporation with AMERICAN TECHNOLOGIES, INC., a
Wisconsin corporation, pursuant to the provisions of CRS Section 7-7-106, as
amended, and upon the terms and conditions set forth in the written Plan of
Share Exchange, dated April 14, 1998, as submitted to and as attached to the
minutes of this meeting, is advisable and generally to the advantage of and
for the benefit of this Corporation and its shareholders; and
2.RESOLVED, that the Plan of Share Exchange dated April 14, 1998 presented to
the meeting and the share exchange therein provided for be and the same are
hereby approved, and the execution of the said Plan by the members of the
Board of Directors and by proper officers of this Corporation is hereby
approved and authorized; and
3.FURTHER RESOLVED, that the proper officers, counsel, and accountants for the
Corporation, in collaboration with the officers, counsel, and accountants for
AMERICAN TECHNOLOGIES, INC., be and they hereby are, authorized and directed
to take all further steps necessary or desirable to implement the Plan of
Share Exchange, in accordance with its terms; and
4.FURTHER RESOLVED, that inasmuch as said Plan of Share Exchange has now been
duly adopted by the directors and approved by the shareholders of this
Corporation, pursuant to the laws of the State of Colorado and by the
directors and shareholders of AMERICAN TECHNOLOGIES, INC., the President or
any Vice President and the Secretary or any Assistant Secretary of this
Corporation be, and each of them hereby is, authorized to certify the fact of
such adoption of said Plan of Share Exchange, and that, when said Plan of
Share Exchange shall have been so certified on behalf of this Corporation and
have been similarly certified on behalf of AMERICAN TECHNOLOGIES, INC., the
proper officers of this Corporation be and they hereby are, authorized and
directed to cause Articles of Share Exchange to be filed with the Secretary
of State of Colorado pursuant to the provisions of the Colorado Business
Corporation Act, 1973 C.R.S. Section 7-7-104, as amended; and
5.FURTHER RESOLVED, that the proper officers and directors of this Corporation
be, and they hereby are, authorized and directed to execute, in the name and
on behalf of this Corporation and under its corporate seal or otherwise, and
to deliver any and all agreements, certificates, applications or other
instruments and to take from time to time any and all such other action
necessary or desirable to carry out the purposes of the foregoing resolutions.
<PAGE>
Whereupon there being no further business, the meeting was adjourned.
/s/ Christopher O. Werner
________________________________
CHRISTOPHER O. WERNER, Director
/s/ Mark T. Thatcher
________________________________
MARK T. THATCHER, Director
<PAGE>
UNANIMOUS CONSENT MINUTES OF
BOARD OF DIRECTORS OF WATERFORD INTERNATIONAL, INC.
ADOPTING A PLAN OF SHARE EXCHANGE
Pursuant to the provisions of the Colorado Business Corporation Act, as
amended, the following actions were taken by the Board of Directors of
WATERFORD INTERNATIONAL, INC. (hereinafter referred to as "Waterford" and/or
the "Corporation") by the unanimous written consent of each of the directors
of the Corporation as of April 21, 1998:
1.RESOLVED, that the Board of Directors of this Corporation hereby determines
that the share exchange of the Corporation with AMERICAN TECHNOLOGIES, INC.,
a Wisconsin corporation, pursuant to the provisions of CRS Section 7-7-106, as
amended, and upon the terms and conditions set forth in the written Plan of
Share Exchange, dated April 24, 1998, as submitted to the Board
and as attached to the minutes of this meeting, is advisable and generally to
the advantage of and for the benefit of this Corporation and its
shareholders; and
2.FURTHER RESOLVED, that the Plan of Share Exchange presented to the meeting
and the share exchange therein provided for be and the same are hereby
approved, and the execution of the said Plan by the members of this Board and
by proper officers of this Corporation is hereby approved and authorized; and
3.FURTHER RESOLVED, that the proper officers, counsel, and accountants for the
Corporation, in collaboration with the officers, counsel, and accountants for
WATERFORD INTERNATIONAL, INC., be and they hereby are, authorized and directed
to take all further steps necessary or desirable to implement the Plan of
Share Exchange, in accordance with its terms; and
<PAGE>
4.FURTHER RESOLVED, that inasmuch as said Plan of Share Exchange has been duly
adopted by the directors of this Corporation, pursuant to the laws of the
State of Colorado and by the directors of WATERFORD INTERNATIONAL, INC., the
President or any Vice President and the Secretary or any Assistant Secretary
of this Corporation be, and each of them hereby is, authorized to certify the
fact of such adoption by the Board of Directors of this Corporation of said
Plan of Share Exchange; and
5.FURTHER RESOLVED, that the proper officers of this Corporation be and they
hereby are authorized and directed to submit the Plan of Share Exchange, and
to give notice to all shareholders of the Corporation, pursuant to the
statutory requirements of Sections 7-7-106, 7-4-123 and 7-4-124 of the
Colorado Revised Statutes.
/s/ Christopher O. Werner
________________________________
CHRISTOPHER O. WERNER, Director
/s/ Mark T. Thatcher
________________________________
MARK T. THATCHER, Director
<PAGE>
BOARD OF DIRECTOR RESOLUTIONS
WATERFORD INTERNATIONAL, INC.
The Board of Directors of WATERFORD INTERNATIONAL, INC.. (the "Company"),
at a meeting pursuant to written notice at 10:00 a.m. on April 14, 1998, at
the Company's offices, adopted the following resolutions:
"RESOLVED, that the Board of Directors hereby grants and delegates to the
Special Committee (the "Committee") appointed at the WATERFORD INTERNATIONAL,
INC. Board Meeting, full power and authority to negotiate and recommend for
approval by the Board engagement letters with an investment banker, with
corporate legal counsel, and with outside special legal counsel, in connection
with the proposed share exchange transaction with AMERICAN TECHNOLOGIES,
INC.; and
<PAGE>
FURTHER RESOLVED, that in connection with such transaction the Board
hereby grants and delegates to the Committee full power and authority to
supervise the necessary due diligence investigations in connection with the
proposed transaction, to supervise the negotiations with AMERICAN
TECHNOLOGIES, INC., in respect to the proposed transaction, to receive any
offers from AMERICAN TECHNOLOGIES, INC., and to report such offers to the
Board for consideration and evaluation by the Board; and
FURTHER RESOLVED, that the Board of Directors hereby authorizes the
Committee to promulgate guidelines in the form presented to this meeting and
attached as Schedule 1 to the minutes, giving specific authority, duties and
responsibilities to the appropriate officers of the Company in connection with
the proposed transaction; provided, that the Committee may expand and/or amend
these guidelines from time to time, as deemed necessary by the Committee; and
FURTHER RESOLVED, that the Board of Directors hereby authorizes the
appropriate officers of the Company to sign whatever further documents and
perform whatever further acts may be necessary to implement the foregoing
resolutions."
The following directors who were personally present at the Board of
Directors meeting on April 14, 1998, do hereby acknowledge receipt of verbal
notice of said meeting, waive any requirement of written notice, and ratify,
confirm and unanimously approve the actions taken by the board of Directors,
as reflected in the Minutes of the April 14, 1998 meeting.
/s/ Christopher O. Werner
________________________________
CHRISTOPHER O. WERNER
/s/ Mark T. Thatcher
________________________________
MARK T. THATCHER
Dated: April 14, 1998
WATERFORD INTERNATIONAL, INC.
Board of Directors' Resolution Authorizing
NAME CHANGE OF CORPORATION TO "ATI NETWORKS, INC."
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned, being all of the Directors of WATERFORD INTERNATIONAL, INC.
(hereinafter referred to as "WATERFORD" or the "Corporation") do hereby waive
any and all notice that may be required to be given with respect to a meeting
of the Directors of the Corporation and do hereby unanimously take, ratify,
confirm and approve the following action, as of May 28, 1998:
RESOLVED: That a majority of the entire Board of Directors of the
Corporation does hereby authorize and approve the change in the corporate name
of "Waterford International, Inc." to "ATINETWORKS, INC." and that the proper
officers of the Corporation be and they are hereby authorized and directed
for and on behalf of the Corporation to amend the name as an amendment to the
Corporation's Articles of Incorporation and to do and perform any and all
other necessary and proper acts incident thereto.
RESOLVED, that all other actions taken by the officers of the Corporation
since the date of the last Annual Minutes of the Board of Directors are
hereby ratified, approved and confirmed.
IN WITNESS WHEREOF, the undersigned Directors have evidenced their approval
of the above proceedings as of the date first above mentioned.
/s/ Larry Bestor
________________________________
LARRY BESTOR,
Chairman
DATED: May 28, 1998
CONSENT OF COUNSEL
I hereby consent to the use of my name as legal counsel in the Current
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
filed by ATI Networks, Inc. on Form 8-K.
MARK T. THATCHER, P.C.
/S/ Mark T. Thatcher
By:_____________________________
MARK T. THATCHER, President
Newport, RI
June 26, 1998
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<NET-INCOME> 730,089
<EPS-PRIMARY> .28
<EPS-DILUTED> .28
</TABLE>
