UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
Commission File Number: 33-23473-NY
FOR THE TRANSITION PERIOD FROM TO N/A
COMMISSION FILE NUMBER: 33-23473-NY
CYBEROPTICLABS, INC.
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(FORMERLY KNOWN AS VESTEX, INC.)
NEVADA 11-2917728
------------------------ ----------------
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
7 OLD LANTERN ROAD, NORWALK, CONNECTICUT 06851
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (203) 846-4981
Check whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the
past 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 during the past 90 days. Yes (x) No ( ).
<PAGE>
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
As of May 1, 2000, 3,000,000 shares of common stock were outstanding.
Transitional Small Business Disclosure Format
(Check one): Yes ( ) No (X)
Page 2
<PAGE>
TABLE OF CONTENTS
Page
----
PART I - FINANCIAL INFORMATION............................................. 4
Item 1. Financial Statements
Condensed Balance Sheets as of March 31, 2000 and
December 31, 1999............................................... 4
Condensed Statements of Operations for the Three Months
Ended March 31, 2000 and 1999................................... 5
Condensed Statements of Cash Flows for the Three Months
Ended March 31, 2000 and 1999................................... 6
Condensed Statements of Stockholder's Equity (Deficit)
for the Three Months Ended March 31, 2000 and
January 1, 1998 through December 31, 1999....................... 7
Notes to Condensed Financial Statements......................... 8
Item 2. Management's Discussion And Analysis Of Financial Condition
And Results Of Operations....................................... 8
PART II - OTHER INFORMATION................................................ 11
Item 1. Legal Proceedings............................................... 11
Item 2. Changes in Securities and Use of Proceeds....................... 11
Item 4. Submission of Matters to a Vote of Security Holders..............11
Item 5. Other Information............................................... 11
Item 6. Exhibits and Reports on Form 8-K................................ 12
A Form 8-K................................................... 12
B(1) Articles of Incorporation.................................. 13
B(2) Articles of Merger......................................... 20
B(3) Plan of Merger............................................. 23
B(4) Revised Bylaws............................................. 33
SIGNATURES................................................................. 55
Page 3
<PAGE>
CYBEROPTICLABS, INC.
(Formerly Vestex, Inc.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
MARCH 31, 2000 AND DECEMBER 31, 1999
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
------------ ------------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 262 $ -
Prepaid expenses 29,000 29,000
------------ ------------
Total Current Assets 29,262 29,000
------------ ------------
TOTAL ASSETS $ 29,262 $ 29,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 15,667 $ 4,772
Advances from shareholders and
related parties 15,478 9,528
Accrued interest payable 316 86
------------ ------------
Total Current Liabilities 31,461 14,386
------------ ------------
STOCKHOLDERS' EQUITY/(DEFICIT):
Capital stock, $.001 par value; 100,000,000
shares authorized; 3,000,000 and 2,725,000
shares issued and outstanding,at March 31,
2000 and December 31, 1999, respectively 3,000 2,725
Additional paid-in capital 537,167 526,442
Retained earnings (deficit) (500,167) (500,167)
Deficit accumulated during the development stage (42,199) (14,386)
Total Stockholders' Equity(Deficit) (2,199) 14,614
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 29,262 $ 29,000
============ ============
</TABLE>
Page 4
<PAGE>
CYBEROPTICLABS, INC.
(Formerly Vestex, Inc.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the For the
Three Months Three Months
Ended Ended
March 31, March 31,
2000 1999
------------ ------------
<S> <C> <C>
SALES $ - $ -
------------ ------------
EXPENSES:
General and administrative 27,583 -
Depreciation and amortization - -
------------ ------------
TOTAL OPERATING EXPENSES 27,583 -
------------ ------------
Net (loss) before other items (27,583) -
OTHER INCOME (EXPENSE)
Interest expense 230 -
------------ ------------
NET (LOSS) BEFORE TAXES (27,813) -
PROVISIONS FOR INCOME TAXES - -
------------ ------------
NET (LOSS) $ (27,813) $ -
============ ============
EARNINGS (LOSS) PER SHARE $ (0.01) $ -
============ ============
WEIGHTED AVERAGE SHARES
OUTSTANDING 2,854,945 2,000,000
============ ============
</TABLE>
Page 5
<PAGE>
CYBEROPTICLABS, INC.
(Formerly Vestex, Inc.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the For the
Three Months Three Months
Ended Ended
March 31, March 31,
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (27,813) $ -
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization - -
Changes in assets and liabilities:
Increase in accounts payable and accrued
liabilities 11,125 -
Increase in advances from shareholder 5,950 -
------------ ------------
Net cash used in operating activities (10,738) -
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment - -
------------ ------------
Net cash used in investing activities - -
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net 11,000 -
------------ ------------
Net cash provided by financing activities 11,000 -
------------ ------------
Net Increase (decrease) in Cash 262 -
CASH AT BEGINNING PERIOD - -
------------ ------------
CASH AT END OF PERIOD $ 262 $ -
------------ ------------
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest expense $ 230 $ -
------------ ------------
</TABLE>
Page 6
<PAGE>
CYBEROPTICLABS, INC.
(Formerly Vestex, Inc.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY/(DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 2000
AND JANUARY 1, 1998 THROUGH DECEMBER 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Capital Stock Additional Retained During the
-------------------- Paid-in Earnings/ Development
Shares Amount Capital (Loss) Stage Total
--------- --------- ---------- --------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, January 1, 1998 2,000,000 $ 2,000 $ 498,167 $(500,167) $ (9,300) $ (9,300)
Net loss for the year ended
December 31, 1998 - - - - (1,000) (1,000)
--------- --------- ---------- --------- ----------- --------
BALANCE, December 31, 1998 2,000,000 2,000 498,167 (500,167) (10,300) (10,300)
Stock issued for contract services,
December 27,1999 725,000 725 28,275 - - 29,000
Net loss for the year ended
December 31, 1999 - - - - (4,086) (4,086)
--------- --------- ---------- --------- ----------- --------
BALANCE, December 31, 1999 2,725,000 2,725 526,442 (500,167) (14,386) 14,614
Stock issued for contract services
and cash, February 17, 2000 275,000 275 10,725 - - 11,000
Net loss for the three months ended
March 31, 2000 - - - - (27,813) (27,813)
--------- --------- ---------- --------- ----------- --------
BALANCE, March 31, 2000 3,000,000 $ 3,000 $ 537,167 $(500,167) $ (42,199) $ (2,199)
========= ========= ========== ========= =========== ========
</TABLE>
Page 7
<PAGE>
CYBEROPTICLABS, INC.
(Formerly Vestex, Inc.)
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
1. The unaudited condensed financial statements printed herein have been
prepared in accordance with the instructions to Form 10-QSB and do not
include all of the information and disclosures required by generally
accepted accounting principles. Therefore, these financial statements
should be read in conjunction with the financial statements and related
footnotes included in the Company's Form 1O-KSB for the most recent year-
end. These financial statements reflect all adjustments that are, in the
opinion of management, necessary to fairly state the results for the interim
periods reported.
2. The results of operations for the three months ended March 31, 2000 are
not necessarily indicative of the results to be expected for the full year.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
The character and holdings of the Company has changed substantially since the
last Form 10-Q filed. Since February 26, 1992 when the Company ceased its
previous operations, the Company has been in a dormant state and re-entered the
development stage seeking to find a new business activity that would yield
profitable operations for the Company.
Currently, the Company has certain commitments to loan the Company enough money
to sustain operations. However, in order to fund any activities that may be
acquired by the Company, the Company expects that it will have to either borrow
or seek additional monies through a registration of newly issued shares of
common stock of the Company. At this point in time, the Company has not
sought or is seeking additional monies until it determines what the future
activities of the company will be.
The Company's plan is to seek, investigate and acquire an interest in one or
more business opportunities that the company believes has potential for
successful development.
The readers of the current unaudited statements are referred to the Company's
Annual Report for a more in-depth view of the Company's financial position,
results of operations and changes in cash flows. Accordingly, management's
discussion as set forth below focuses primarily on the quarter ended March 31,
2000.
Page 8
<PAGE>
LIQUIDITY
During the three months ended March 31, 2000, the Company's working capital
decreased by approximately $16,813. The Company does not currently have
sufficient capital in its accounts, nor sufficient firm commitments for
capital to assure its ability to meet its current obligations or to continue
its planned operations. The Company is continuing to pursue working capital
and additional revenue through new business acquisitions, but there is no
assurance that any of the planned activities or acquisitions will be
successful. The Company is currently borrowing certain monies to maintain its
activities from the officers, directors and shareholders of the Company to meet
its obligations.
CAPITAL RESOURCES
As a result of its limited liquidity, the Company has limited access to
additional capital resources. The company does not have the capital to
totally fund the obligations that have matured or debts that remain currently
payable or other debts incurred during the most recent quarter ended March 31,
2000.
The Company currently has been funded by certain entities and related
individuals. These entities and individuals have limited capital that they
can lend to the Company to meet its current obligations and fund any operating
losses. The current management of the Company is seeking additional private
financing from certain outside parties to continue to pursue the business
activities of the Company. Though the obtaining of the additional capital
is not guaranteed, the management of the company believes it will be able to
obtain the capital required to meet its current obligations and pursue its
business activities.
PLAN OF OPERATIONS
The Company is a development stage corporation, with planned operations to
engage in the business of seeking a potential business acquisition or other
business opportunities should they arise.
The Company has financed its previous operations through the sale of its
securities and incurring debt and other vendor financing. The Company will
have to seek additional outside financing due to the losses incurred in its
operations, and with no current business activities, operations will not
provide any cash flows to continue its business activities.
Page 9
<PAGE>
During the next twelve months, the Company plans to satisfy its cash
requirements by additional equity financing. There can be no assurance
that the company will be successful in raising additional equity financing
during this period. If the Company is not able to raise equity capital, it
will be able to satisfy its cash requirements for the next twelve months by
contributions or loans from its officers and directors, or affiliated
entities that they may have some control or influence. The Company may
undertake a subsequent private placement of its common stock in order to
raise future development and operating capital, but at this point in time
the Company has not authorized such activities. The Company depends upon
capital to be derived from future financing activities such as subsequent
offerings of its stock. There can be no assurance that the Company will be
successful in raising the capital it requires unless the Company identifies
and acquires a new business activity.
The Company is still considered to be a development stage company, with no
significant revenue, and is dependent upon the raising of capital through
placement of its common stock. There can be no assurance that the Company
will be successful in raising the capital it requires through the sale of
its common stock.
There are no contemplated product research and development costs the Company
will perform for the next twelve months. There is no expected purchase or
sale of any plant or significant equipment, and there are no expected
significant changes in the number of employees contemplated. The Company
has no current material commitments.
FORWARD-LOOKING STATEMENTS
The statements in this Form 10-QSB that are not historical facts or statements
of current status are forward-looking statements (as defined in the Private
Securities Litigation Reform Act of 1995) that involve risks and uncertainties.
Actual results may differ materially.
Page 10
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
Following is a summary of sales of unregistered securities for the first three
months of 2000. All securities were issued as restricted common shares. In
addition, officers, directors and more than 10% shareholders are further
restricted in the ability to sell such shares. There have been no underwriters
of these securities and no commission or underwriting discounts have been paid.
<TABLE>
<CAPTION>
Shares Value
Transaction Description Issued Received
- ----------------------- ------ --------
<S> <C> <C>
Sale of 144 common stock for cash and services 275,000 $11,000
</TABLE>
The above transactions qualified for exemption from registration under Sections
3(b) or 4(2)of the Securities Act of 1933. Private placements for cash were
non-public transactions. The Company believes that all such investors are
either accredited or, either alone or with their purchaser representative, has
such knowledge and experience in financial and business matters that they are
capable of evaluating the merits and risks of the prospective investment.
Item 4. Submission of Matters to a Vote of Security Holders
All matters submitted to a vote of the security holders during the period
covered by this report were covered in the Form 8-K submitted on May 4, 2000.
Item 5. Other Information
The Company has submitted a proposal to certain shareholders who have loaned
monies for the Company to convert such debt into 1,000,000 shares of the post-
split common stock. The conversion price would be reflective of the bid price
of the common stock as such time the loans were made. The shareholders are the
W.B. Growth Fund and Jennifer Wong. Both Shareholders are related through
family to the Company's officers and directors and principal shareholders.
The conversion price represents a slight increase over the Company's bid price
at the time the loans were made. Although the Company believes the
conversion price is fair, the related party nature can be perceived as non-arms
length.
Page 11
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
A - A Form 8-K was filed on May 4, 2000. The items reported were the
changing of the corporate domicile from New York to Nevada, changing the name of
the company to Cyberopticlabs, Inc., the election of two directors and a 1 for
40 reverse split of its common stock. All these matters were reflected in the
Form 10-QSB for the quarter ended March 31, 2000, retroactively, in both the
financial statements presented in Part I and the text of this filing.
B - (1) Articles of Incorporation
(2) Articles of Merger
(3) Plan of Merger
(4) Revised Bylaws
Page 12
<PAGE>
ARTICLES OF INCORPORATION
OF
CYBEROPTICLABS, INC.
The undersigned incorporator, being a natural person more than eighteen
(18) years of age and acting as the sole incorporator of the above-named
corporation (hereinafter referred to as the "Corporation") hereby adopts the
following Articles of Incorporation for the Corporation.
ARTICLE I
NAME
The name of the Corporation shall be: Cyberopticlabs, Inc.
ARTICLE II
PERIOD OF DURATION
The Corporation shall continue in existence perpetually unless sooner
dissolved according to law.
ARTICLE III
PURPOSES
The Corporation is organized for the purpose conducting any lawful
business for which a corporation may be organized under the laws of the
State of Nevada.
ARTICLE IV
AUTHORIZED SHARES
The Corporation is authorized to issue a total of 105,000,000 shares,
consisting of 5,000,000 shares of preferred stock having a par value
of$0.001 per share (hereinafter referred to as "Preferred Stock") and
100,000,000 shares of common stock having a par value $0.001 per share
(hereinafter referred to as "Common Stock"). Shares of any class of stock
may be issued, without shareholder action, from time to time in one or
more series as may from time to time be determined by the board of
directors. The board of directors of this Corporation is hereby expressly
granted authority, without shareholder action, and within the limits set
forth in the Nevada Revised Statutes, to:
(a) designate in whole or in part, the powers, preferences, limitations,
and relative rights, of any class of shares before the issuance of
any shares of that class;
(b) create one or more series within a class of shares, fix the number
of shares of each such series, and designate, in whole or part, the
powers, preferences, limitations, and relative rights of the series,
all before the issuance of any shares of that series;
(c) alter or revoke the powers, preferences, limitations, and relative
rights granted to or imposed upon any wholly unissued class of shares
or any wholly unissued series of any class of shares; or
Page 13
<PAGE>
(d) increase or decrease the number of shares constituting any series,
the number of shares of which was originally fixed by the board of
directors, either before or after the issuance of shares of the
series; provided that, the number may not be decreased below the
number of shares of the series then outstanding, or increased above
the total number of authorized shares of the applicable class of
shares available for designation as a part of the series.
The allocation between the classes, or among the series of each
class, of unlimited voting rights and the right to receive the net
assets of the Corporation upon dissolution, shall be as designated
by the board of directors. All rights accruing to the outstanding
shares of the Corporation not expressly provided for to the contrary
herein or in the Corporation's bylaws or in any amendment hereto or
thereto shall be vested in the Common Stock. Accordingly, unless and
until otherwise designated by the board of directors of the
Corporation, and subject to any superior rights as so designated,
the Common Stock shall have unlimited voting rights and be entitled
to receive the net assets of the Corporation upon dissolution. The
authority to issue the Preferred Stock shall be vested in the board
of directors. Furthermore, the board of directors is vested with the
authority to fix and determine the powers, qualifications, limitations,
restrictions, designations, rights, preferences, or other variations of
each class or series within each class, which the Corporation is
authorized to issue. The above described authority of the board of
directors to fix and determine may be exercised by corporate
resolution from time to time as the board of directors sees fit.
ARTICLE V
NON-ACCESSILITY FOR DEBTS OF CORPORATION
After the amount of the subscription price, the purchase price, or the
par value of the stock of any class or series is paid into the Corporation,
owners or holders of shares of any stock in the Corporation may never be
assessed to pay the debts of the Corporation.
ARTICLE VI
NO CUMULATIVE VOTING
Except as may otherwise be required by law, these articles of
incorporation, or the provisions of the resolution or resolutions as may be
adopted by the board of directors pursuant to Article IV of these articles of
incorporation, in all matters as to which the vote or consent of stockholders of
the Corporation shall be required to be taken, the holders of Common Stock shall
have one vote per share of Common Stock held. Cumulative Voting on the election
of directors or on any other matter submitted to the stockholders shall not be
permitted.
Page 14
<PAGE>
ARTICLE VII
NO PREEMPTIVE RIGHTS
No holder of any of the shares of any class or series of stock or of
options, warrants, or other rights to purchase shares of any class or series of
stock or of other securities of the Corporation shall have any preemptive right
to purchase or subscribe for any unissued stock of any class or series of any
additional shares of any class or series to be issued by reason of any increase
of the authorized capital stock of the Corporation of any class or series, or
bonds, certificates of indebtedness, debentures, or other securities convertible
into or exchangeable for stock of the Corporation of any class or series, or
carrying any rights to purchase stock of any class or series, but any such
unissued stock, additional authorized issue of shares of any class or series of
stock, or securities convertible into or exchangeable for stock carrying any
right to purchase stock may be issued and disposed of pursuant to an appropriate
resolution of the board of directors to such persons, firms, corporations, or
associations and on such terms as may be deemed advisable by the board of
directors in the exercise of its sole discretion.
ARTICLE VIII
TRANSACTIONS WITH OFFICERS AND DIRECTORS
No contract or other transaction between the Corporation and any other
firm or corporation shall be affected by the fact that a director or officer of
the Corporation has an interest in, or is a director or officer of, such firm or
corporation. Any officer or director, individually or with others, may be a
party to, or have an interest in, any transaction of the Corporation or any
transaction in which the Corporation is a party or has an interest. Each person
who is now or may become an officer or director of the Corporation is hereby
relieved from liability that such person might otherwise incur in the event such
officer or director contracts with the Corporation individually or on behalf of
another corporation or entity in which such officer or director may have an
interest; provided that, such officer or director acts in good faith.
No contract or other transaction between the Corporation and one or more
or its directors or officers, or between the Corporation and any corporation,
firm or association in which one or more of its directors or officers are
directors or officers or are financially interested, is void or voidable solely
for this reason or solely because any such director or officer is present at the
meeting of the board of directors or a committee thereof which authorizes or
approves the contract or transaction, or because the vote or votes of common or
interested directors are counted for that purpose, if the circumstances
specified in any of the following paragraphs exist:
(a) The fact of the common directorship, office or financial interest is
disclosed or known to the board of directors or committee and noted in
the minutes, and the board or committee authorizes, approves or
ratifies the contract or transaction in good faith by a vote
sufficient for the purpose without counting the vote or votes of the
common or interested director or directors;
Page 15
<PAGE>
(b) The fact of the common directorship, office or financial interest is
disclosed or known to the stockholders, and they approve or ratify
the contract or transaction in good faith by a majority vote of
stockholders holding a majority of the voting power. The votes of
the common or interested directors or officers must be counted in
any such vote of stockholders; or
(c) The contract or transaction is fair as to the Corporation at the
time it is authorized or approved.
ARTICLE IX
INDEMNIFICATION OF OFFICERS, DIRECTORS, AND OTHERS
(a) The Corporation shall indemnify each director and officer of the
Corporation and their respective heirs, administrators, and executors
against all liabilities and expenses reasonably incurred in connection with
any action, suit, or proceeding to which he may be made a party by reason of
the fact that he is or was a director or officer of the Corporation, to the
full extent permitted by the laws of the state of Nevada now existing or as
such laws may hereafter be amended. The expenses of officers and directors
incurred in defending a civil or criminal action, suit, or proceeding shall
be paid by the Corporation as they are incurred and in advance of the final
disposition of the action, suit, or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount
if it is ultimately determined by a court of competent jurisdiction that he
is not entitled to be indemnified by the Corporation.
(b) The Corporation may indemnify each director, officer, employee, or
agent of the Corporation and their respective heirs, administrators, and
executors against all liabilities and expenses reasonably incurred in
connection with any action, suit, or proceeding to which such person may
be made a party by reason of such person being, or having been, a director,
officer, employee, or agent of the Corporation, to the full extent permitted
by the laws of the state of Nevada now existing or as such laws may
hereafter be amended.
ARTICLE X
LIMITATION ON DIRECTORS LIABILITY
To the full extent permitted by the Nevada Revised Statutes, directors and
officers of the Corporation shall have no personal liability to the Corporation
or its stockholders for damages for breach of their fiduciary duty as a director
or officer, except for damages resulting from (a) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law; (b) the
payment of distribution in violation of section 78.300 of the Nevada Revised
Statutes, as it may be amended from time to time, or any successor statute
thereto.
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<PAGE>
ARTICLE XI
NO LIMITATIONS ON VOTING RIGHTS
To the extent permissible under the applicable law of any jurisdiction to which
the Corporation may become subject by reason of the conduct of business, the
ownership of assets, the residence of shareholders, the location of offices or
facilities, or any other item, the Corporation elects not to be governed by the
provisions of any statute that (i) limits, restricts, modifies, suspends,
terminates, or otherwise effects the rights of any shareholder to cast one vote
for each share of Common Stock registered in the name of such shareholder on the
books of the Corporation, without regard to whether such shares were acquired
directly from the Corporation or from any other person and without regard to
whether such shareholder has the power to exercise or direct the exercise of
voting power over any specific fraction of the shares of Common Stock of the
Corporation issued and outstanding or (ii) grants to any shareholder the right
to have his or her stock redeemed or purchased by the Corporation or any other
shareholder of the Corporation. Without limiting the generality of the
foregoing, the Corporation expressly elects not to be governed by or be subject
to the provisions of sections 78.378 through 78.3793 of the Nevada Revised
Statutes or any similar or successor statutes adopted by any state which may be
deemed to apply to the Corporation from time to time.
ARTICLE XII
PRINCIPAL OFFICE AND RESIDENT AGENT
The address of the Corporation in the State of Nevada is 2605 Comstock Drive,
Reno, Nevada 89512. The name and address of the Corporation's initial resident
agent is:
Jessica H. Schiemann, 2605 Comstock Drive, Reno, Nevada 89512.
Either the principal office or the resident agent may be changed in the manner
provided by law.
ARTICLE XIII
AMENDMENTS
The Corporation reserves the right to amend, alter, change, or repeal all or any
portion of the provisions contained in these articles of incorporation from time
to time in accordance with the laws of the state of Nevada; and all rights
conferred herein on stockholders are granted subject to this reservation.
ARTICLE XIVI
ADOPTION AND AMENDMENT OF BYLAWS
The initial bylaws of the Corporation shall be adopted by the board of
directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws
shall be vested in the board of directors. The bylaws may contain any provisions
for the regulation or management of the affairs of the Corporation not
inconsistent with these articles of incorporation and the laws of the state of
Nevada now or hereafter existing.
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<PAGE>
ARTICLE XVIII
GOVERNING BOARD
The governing board of the Corporation shall be known as the "board of
directors." The board of directors must have at least one director or as
otherwise specified in its bylaws or director's resolutions. The first board of
directors shall consist of one person. The name and address of the person who is
to serve as the initial director until the first annual meeting of the
stockholders and until such person's successor is elected and shall qualify is
as follows:
CT Yeh 7 Old Lantern Road, Norwalk, CT 06851
Ivan Wong 7 Old Lantern Road, Norwalk, CT 06851
ARTICLE XIVI
POWERS OF GOVERNING BOARD
The governing board of the Corporation is specifically granted by these articles
of incorporation all powers permitted to be vested in the governing board of a
corporation by the applicable provisions of the laws of the state of Nevada now
or hereafter existing.
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<PAGE>
THIRTEENTH. This Corporation reserves the right to amend, alter, change or
repeal any provision contained in the Articles of Incorporation, in the manner
now or hereafter prescribed by statute, or by the Articles of Incorporation, and
all rights conferred upon stockholders herein are granted subject to this
reservation.
I, THE UNDERSIGNED, being the Incorporator herein before names for the purpose
of forming a Corporation pursuant to the General Corporation Law of the State of
Nevada, do make and file these Articles of Incorporation, hereby declaring and
certifying that the facts herein stated are true, and accordingly have hereunto
set my hand this 27th day of April, 2000.
/s/ Jessica H. Schiemann
--------------------
Jessica H. Schiemann
STATE OF NEVADA )
: ss.
COUNTY OF Washoe )
On this the 27th day of April, 2000, Reno, Nevada, before me, the undersigned,
a Notary Public in and for Reno, State of Nevada personally appeared Jessica H.
Schiemann, known to me to be the person whose name is subscribed to the
foregoing document and acknowledged to me that she executed the same.
/s/ Lorrie Miller
-------------
Notary Public
I, Jessica H. Schiemann, hereby accept as Resident Agent for the previously
named Corporation.
4/27/00 /s/ Jessica H. Schiemann
- ------- --------------------
Date Jessica H. Schiemann
Page 19
<PAGE>
Articles of Merger
of
Vestex, Inc.,
a New York corporation
with and into
CyberOpticLabs, Inc.
a Nevada corporation
THESE ARTICLES OF MERGER are executed and entered into this 28th day of
April 2000, by and between CyberOpticLabs, Inc., a Nevada corporation
(hereinafter referred to as "CYBEROPTICLABS" or the "Surviving Corporation"),
and Vestex, Inc., a New York corporation (hereinafter referred to as "VESTEX").
Witnesseth
I. Plan of Merger
Pursuant to these Articles of Merger, it is intended and agreed that
VESTEX will be merged with and into CYBEROPTICLABS and that CYBEROPTICLABS
shall be the Surviving Corporation, as provided below. The terms, conditions,
and understandings of the merger are set forth in the Agreement and Plan of
Merger between CYBEROPTICLABS and VESTEX dated as of April 28, 2000, a copy
of which is attached hereto as Exhibit "A" and incorporated herein by this
reference.
II. Articles of Incorporation and Bylaws
On the consummation of the merger, the articles of incorporation and
bylaws of CYBEROPTICLABS shall be the articles of incorporation and bylaws of
the Surviving Corporation.
III. Name of Surviving Corporation
The name of the Surviving Corporation, which will continue in existence
after the merger, shall be CyberOpticLabs, Inc.
IV. Officers and Directors
The officers and directors of CYBEROPTICLABS, shall become the officers
and directors of the Surviving Corporation.
V. Authorized and Outstanding Shares of VESTEX
VESTEX is authorized to issue 120,000,000 shares of common stock, $0.001
par value, of which 3,000,000 shares are issued and outstanding as of the date
hereof.
VI. Authorized and Outstanding Shares of CYBEROPTICLABS
CYBEROPTICLABS is authorized to issue 100,000,000 shares of common stock,
par value $0.001 per share, of which 1,000 shares are issued and outstanding and
5,000,000 share of preferred stock, par value $0.001 per share, none of which is
issued and outstanding as of the date hereof.
Page 20
<PAGE>
VII. Approval by Shareholders of VESTEX
Of the 3,000,000 shares of common stock of VESTEX issued and outstanding,
2,512,508 shares were voted in favor of the Agreement and Plan of Merger, with
no shares voting against or abstaining, all in accordance with the provisions of
the New York Revised Business Corporation Act. Such shares were voted as a
class; no shares of any other class of stock were issued and outstanding and
entitled to vote thereon.
VIII. Approval by Shareholder of CYBEROPTICLABS
Of the 1,000 shares of common stock of CYBEROPTICLABS issued and
outstanding all 1,000 shares were voted in favor of the Agreement and Plan of
Merger, with no shares voting against or abstaining, all in accordance with the
provisions of the Nevada Revised Statutes. Such shares were voted as a class;
no share of any other class of stock were issued and outstanding and entitled
to vote thereon.
IX. Statutory Basis for Merger
The merger of VESTEX with and into CYBEROPTICLABS is allowed pursuant to
Sections 907 of the New York Revised Business Corporation Act and Sections
78.457 and 78.461 of the Nevada Revised Statutes.
X. Agreement of Surviving Corporation
The Surviving Corporation hereby consents and agrees that:
(a) The Surviving Corporation may be served with process in the State
of New York in any proceeding for the enforcement of any obligation of
VESTEX as well as for enforcement of any obligation of the Surviving
Corporation arising from the merger and in any proceeding for the
enforcement of the rights of a dissenting shareholder of VESTEX against
the Surviving Corporation;
(b) The Secretary of State of the State of New York shall be, and
hereby is, irrevocable appointed as the agent of such Surviving
Corporation to accept service of process in any such proceeding;
(c) The Surviving Corporation's address for any service of process
received by the Secretary of State is 2605 Comstock Dr., Reno, NV 89512.
(d) Such Surviving Corporation will promptly pay to the dissenting
shareholders of VESTEX the amount, if any, to which they shall be
entitled under the provisions of the New York Revised Business
Corporation Act with respect to the rights of dissenting shareholders;
and
(e) The Surviving Corporation shall keep on file at its principal place
of business a copy of the Agreement and Plan of Merger, which will be
provided, without cost, to shareholders of the Surviving Corporation
when request.
Page 21
<PAGE>
IN WITNESS WHEREOF, the undersigned corporations, acting by their
respective Presidents and Secretaries, have executed these Articles of Merger as
of the date first above written.
Vestex, Inc.
Attest: a New York corporation
By:./s/Ivan Wong By:/s/ C.T. Yeh
------------ ------------
Secretary President
CyberOpticLabs, Inc.
Attest: a Nevada corporation
By:./s/Ivan Wong By:/s/ C.T. Yeh
------------ ------------
Secretary President
STATE OF Connecticut )
:ss
COUNTY OF Fairfield )
I, the undersigned notary public, hereby certify that on the 27 day of
April, 2000, personally appeared before me C.T. Yeh and N/A,the President,
respectively, of Vestex, Inc., a New York corporation, who being by me first
duly sworn, severally declared that they are the persons who signed the
foregoing documents as President of Vestex, Inc., a New York
corporation, and that the statements therein contained are true.
WITNESS MY HAND AND OFFICIAL SEAL
/s/ Jeanine C. Lauttenbach
--------------------------
Notary Public
STATE OF New York )
:ss
COUNTY OF New York )
I, the undersigned notary public, hereby certify that on the 2nd day of
May, 2000, personally appeared before me Ivan Wong, the Secretary of
CyberOpticLabs, Inc., a Nevada corporation, who being by me first
duly sworn, severally declared that he is the person who signed the foregoing
documents as Secretary of CyberOpticLabs, Inc., a Nevada
corporation, and that the statements therein contained are true.
WITNESS MY HAND AND OFFICIAL SEAL
/s/ John J. Sweeney
-------------------
Notary Public
Page 22
<PAGE>
Plan of Merger
of
Vestex, Inc.
and
CyberOpticLabs, Inc.
THIS PLAN OF MERGER (the "Plan") dated as of April 28, 2000 is entered into
by and between Vestex, Inc., a New York corporation ("VESTEX"), and
CyberOpticLabs, Inc., a Nevada corporation ("CYBEROPTICLABS"), such
corporations being hereinafter collectively referred to as the "Constituent
Corporations."
Premises
WHEREAS, CYBEROPTICLABS is a corporation duly organized and existing under
the laws of the State of Nevada, having an authorized capital of 100,000,000
shares of common stock, par value $0.001 per share (the "Common Stock of
CYBEROPTICLABS"), of which 1,000 shares are issued and outstanding as of the
date hereof and 5,000,000 shares of preferred stock, par value $0.001 per share,
none of which is issued and outstanding;
WHEREAS, VESTEX is a corporation duly organized and existing under the laws
of the State of New York, having an authorized capital of 120,000,000 shares of
common stock, par value $0.001 per share (the "Common Stock of Vestex"), of
which 3,000,000 shares are issued and outstanding as of the date hereof; and
WHEREAS, the respective boards of directors and shareholders of the
Constituent Corporations have each duly approved this Plan providing for the
merger of VESTEX with and into CYBEROPTICLABS with CYBEROPTICLABS as the
surviving corporation as authorized by the statutes of the states of New York
and Nevada.
Agreement
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, and for the purpose of setting forth the terms
and conditions of said merger and the manner and basis of causing the shares of
VESTEX to be converted into shares of stock of CYBEROPTICLABS and such other
provisions as are deemed necessary or desirable, the parties hereto have agreed
and do hereby agree, subject to the approval and adoption of this Plan by the
requisite vote of the stockholders of each Constituent Corporation, and subject
to the conditions hereinafter set forth, as follows:
Page 23
<PAGE>
Article I
Merger and Name of Surviving Corporation
On the effective date of the merger, VESTEX and CYBEROPTICLABS shall cease
to exist separately and VESTEX shall be merged with and into CYBEROPTICLABS,
which is hereby designated as the "Surviving Corporation," the name of which
on and after the Effective Date (as hereinafter defined) of the merger shall
be "CyberOpticLabs, Inc.," or such other name as may be available and to which
the parties may agree.
Article II
Terms and Conditions of Merger
The terms and conditions of the merger (in addition to those set forth
elsewhere in this Plan) are as follows:
(a) On the Effective Date of the merger:
(1) VESTEX shall be merged into CYBEROPTICLABS to form a single
corporation, and CYBEROPTICLABS shall be designated herein as the Surviving
corporation.
(2) The separate existence of VESTEX shall cease.
(3) The Surviving Corporation shall have all the rights,
privileges, immunities, and powers and shall be subject to all duties and
liabilities of a corporation organized under the laws of the state of Nevada.
(4) The Surviving Corporation shall thereupon and
thereafter possess all the rights, privileges, immunities, and franchises, of a
public as well as a private nature, of each of the Constituent Corporations; all
property, real, personal, and mixed, and all debts due of whatever account,
including subscriptions to shares, and all and every other interest, of
or belonging to or due to each of the Constituent Corporation shall be taken
and deemed to be transferred to and vested in the Surviving Corporation without
further act or deed; the title to any real estate, or any interest therein,
vested in either Constituent Corporation shall not revert or be in any way
impaired by reason of the merger; the Surviving Corporation shall thenceforth
be responsible and liable for all the liabilities and obligations of each of
the Constituent Corporations; any claim existing or action or proceeding
pending by or against either of such Constituent Corporations may be prosecuted
as if the merger had not taken place, or the Surviving Corporation may be
substituted in place of the Constituent Corporation; and neither the rights
of creditors nor any liens on the property of either of the Constituent
Corporations shall be impaired by the merger.
Page 24
<PAGE>
(b) On the Effective Date of the merger, the board of directors of the
Surviving Corporation shall consist of the members of the board of directors of
CYBEROPTICLABS immediately prior to the merger, to serve thereafter in
accordance with the bylaws of the Surviving Corporation and until their
respective successors shall have been duly elected and qualified in
accordance with such bylaws and the laws of the State of Nevada.
(c) On the Effective Date of the merger, the officers of the Surviving
Corporation shall be the officers of CYBEROPTICLABS immediately prior to the
merger, with such officers to serve thereafter in accordance with the bylaws
of the Surviving Corporation and until their respective successors shall
have been duly elected and qualified in accordance with such bylaws and the
laws of the state of Nevada.
If on the Effective Date of the merger, a vacancy shall exist in the board
of directors or in any of the offices of the Surviving Corporation, such vacancy
may be filled in the manner provided for in the bylaws of the Surviving
Corporation.
Article III
Manner and Basis of Converting Shares
The manner and basis of converting the shares of the Constituent
Corporations and the mode of carrying the merger into effect are as follows.
(a) Each share of Common Stock of VESTEX outstanding on the Effective
Date of the merger shall, without any action on the part of the holder
thereof, be converted into one fully paid and nonassessable share of
Common Stock of CYBEROPTICLABS which shall, on such conversion, be validly
issued and outstanding, fully paid, and nonassessable, and shall not be
liable to any further call, nor shall the holder thereof be liable for any
further payments with respect thereto. After the Effective Date of the
merger, each holder of an outstanding certificate which prior thereto
represented shares of Common Stock of VESTEX shall be entitled, on
surrender thereof along with the payment of $15 to VESTEX transfer
agent Colonial Stock Transfer Company, 440 East 400 South, Suite 1,
Salt Lake City, Utah 84111 (801) 355-5740 to receive in exchange
therefore a certificate or certificates representing the number of whole
shares of Common Stock of CYBEROPTICLABS, which such shares shall have
converted into. Until so surrendered, each such outstanding certificate
(which prior to the Effective Date of the merger represented shares of
Common Stock of VESTEX) shall for all purposes evidence the ownership of
the shares of CYBEROPTICLABS into which such shares shall have been
converted.
Page 25
<PAGE>
(b) All shares of the Common Stock of CYBEROPTICLABS into which shares
of the Common Stock of VESTEX shall have been converted pursuant to
Article III shall be issued in full satisfaction of all rights pertaining
to the shares of Common Stock of VESTEX, as applicable.
(c) If any certificate for shares of CYBEROPTICLABS is to be issued in a
name other than that in which the certificate surrendered in exchange
therefor is registered, it shall be a condition of the issuance thereof
that the certificate so surrendered shall be properly endorsed and
otherwise in proper form for transfer, that the transfer be in compliance
with applicable federal and state securities laws, and that the person
requesting such exchange pay to CYBEROPTICLABS or any agent designated
by it any transfer or other taxes required by reason of the issuance of
a certificate for shares of CYBEROPTICLABS in any name other than that
of the registered holder of the certificate surrendered, or establish
to the satisfaction of CYBEROPTICLABS or any agent designated by it that
such tax has been paid or is not payable.
Article IV
Certificate of Incorporation and Bylaws
The articles of incorporation of CYBEROPTICLABS shall, on the merger
becoming effective, be and constitute the articles of incorporation of the
Surviving Corporation until amended in the manner provided by law. The bylaws
of CYBEROPTICLABS shall, on the merger becoming effective, be and constitute the
bylaws of the Surviving Corporation until amended in the manner provided by law.
Article V
Shareholder Approval
This Plan shall be submitted to the stockholders of each of the Constituent
Corporations as provided by the laws of the States of New York and Nevada.
After the approval or adoption thereof by the stockholders of each Constituent
Corporation in accordance with the requirements of the applicable laws, all
required documents shall be executed, filed, and recorded, and all required
acts shall be done in order to accomplish the merger under the provisions of
the laws of the states of New York and Nevada.
Article VI
Officers and Directors
The officers and directors of CYBEROPTICLABS shall remain the officers and
directors of CYBEROPTICLABS, after the Merger, and such officers and directors
shall serve until the next annual meeting of shareholders and until such time
as their successors are duly elected and shall qualify.
Page 26
<PAGE>
Article VII
Approval and Effective Date of the Merger; Miscellaneous Matters
1. The merger shall become effective when all the following actions
shall have been taken:
(a) This Plan shall be authorized, adopted, and approved by and
on behalf of each Constituent Corporation in accordance with the laws
of the states of New York and Nevada;
(b) This Plan, or certificate of merger in the form required, executed
and verified in accordance with the laws of the states of New York and
Nevada, shall be filed in the Offices of the Secretary of State of New
York and Nevada; and
(c) The date on which such actions are completed and such merger
is effected is herein referred to as the "Effective Date."
2. If at any time the Surviving Corporation shall deem or be advised
that any further grants, assignments, confirmations, or assurances are
necessary or desirable to vest, perfect, or confirm title in the Surviving
Corporation, of record or otherwise, to any property of VESTEX acquired or
to be acquired by, or as a result of, the merger, the officers and directors
of VESTEX or any of them shall be severally and fully authorized to execute
and deliver any and all such deeds, assignments, confirmations, and
assurances and to do all things necessary or proper so as to best prove,
confirm, and ratify title to such property in the Surviving corporation
and otherwise carry out the purposes of the merger and the terms of this
Plan.
3. The Surviving Corporation may be served with process in the State of
New York in any proceeding for the enforcement of any obligation of VESTEX
as well as for enforcement of any obligation of the Surviving Corporation
arising from the merger and in any proceeding for the enforcement of the
rights of a dissenting shareholder of VESTEX against the Surviving
Corporation.
4. The Secretary of State of the State of New York shall be irrevocable
appointed as the agent of the Surviving Corporation to accept service of
process in any such proceeding;
5. The Surviving Corporation's address for any service of process
received by the Secretary of State is 7 Old Lantern Rd., Norwalk, CT 06851.
6. This Plan cannot be altered or amended, except pursuant to an instrument
in writing signed on behalf of the parties hereto.
Page 27
<PAGE>
7. For the convenience of the parties and to facilitate the filing and
recording of this Plan, any number of counterparts hereof may be executed,
each such counterpart shall be deemed to be an original instrument, and
all such counterparts together shall be considered one instrument.
8. This Plan shall be governed by and construed in accordance with the
laws of the state of Nevada.
[This space to end of page intentionally left blank]
<PAGE>
The foregoing Plan of Merger, having been approved by the board of directors
of each Constituent Corporation, and having been adopted separately by the
stockholders of each Constituent Corporation thereto in accordance with the laws
of the states of New York and Nevada, the president and secretary of VESTEX, and
the president and secretary of CYBEROPTICLABS, do hereby execute this Plan of
Merger this 27th day of April, 2000 declaring and certifying that this is
our act and deed and the facts herein stated are true.
Vestex, Inc., a
Attest: New York corporation
By:./s/Ivan Wong By:/s/ C.T. Yeh
------------ ------------
Secretary President
CyberOpticLabs, Inc., a
Attest: Nevada corporation
By:./s/Ivan Wong By:/s/ C.T. Yeh
------------ ------------
Secretary President
Page 29
<PAGE>
CERTIFICATE OF THE SECRETARY
VESTEX, INC.
I, Ivan Wong, secretary of Vestex, Inc., a New York corporation
("VESTEX"), hereby certify in accordance with the New York Revised Business
Corporation Act that the Plan of Merger to which this certificate is attached,
after having been first duly approved and adopted by VESTEX and CyberOpticLabs,
Inc., a Nevada Corporation ("CYBEROPTICLABS"), was duly approved and adopted
pursuant to section 907 of the New York Revised Business Corporation Act of
the State of New York by the vote of holders of a majority of all of the
outstanding stock of VESTEX; and that thereby the Plan of Merger was duly
adopted as the act of the stockholders of said corporation and is the duly
adopted agreement and act of said corporation.
I have executed this certificate this 2nd day of May, 2000.
By:/s/ Ivan Wong
-------------
Secretary
CERTIFICATE OF THE SECRETARY
CYBEROPTICLABS, INC.
I, Ivan Wong,secretary of CyberOpticLabs, Inc., a Nevada corporation
("CYBEROPTICLABS"), hereby certify in accordance with the Nevada Revised
Statutes that the Plan of Merger to which this certificate is attached, after
having first duly approved and adopted pursuant to section 78.461 of the Nevada
Revised Statutes by the vote of holders of a majority of all of the outstanding
stock of CYBEROPTICLABS; and that thereby the Plan of Merger was duly adopted
as the act of the stockholders of said corporation and is the duly adopted
agreement and act of said corporation.
I have executed this certificate this 2nd day of May, 2000.
By:/s/ Ivan Wong
-------------
Secretary
Sworn to before me this 2nd day of May 2000
/s/ John J. Sweeney
---------------
Notary Public
Page 30
<PAGE>
EXECUTION AND ACKNOWLEDGMENT
The foregoing Plan of Merger, having been approved by the board of directors
of each Constituent Corporation, having been adopted by the stockholders of
Vestex, Inc. ("VESTEX"), in accordance with the New York Revised Business
Corporation Act and the laws of the State of New York, and the majority vote
of the stockholders of CyberOpticLabs, Inc., a Nevada corporation
("CYBEROPTICLABS"), in accordance with the Nevada Revised Statutes and the
laws of the State of Nevada the president and secretary of VESTEX and the
president of CYBEROPTICLABS do hereby execute this Plan of
Merger this 2nd day of May, 2000, declaring and certifying that
this is our act and deed and the facts herein stated are true.
Vestex, Inc.,
Attest: a New York corporation
By:./s/Ivan Wong By:/s/ C.T. Yeh
------------ ------------
Secretary President
CyberOpticLabs, Inc.,
Attest: a Nevada corporation
By:./s/Ivan Wong By:/s/ C.T. Yeh
------------ ------------
Secretary President
Page 31
<PAGE>
STATE OF Connecticut )
:ss
COUNTY OF Fairfield )
I, the undersigned notary public, hereby certify that on the 27 day of
April, 2000, personally appeared before me C.T. Yeh and N/A,the President,
respectively, of Vestex, Inc., a New York corporation, who being by me first
duly sworn, severally declared that they are the persons who signed the
foregoing documents as President of Vestex, Inc., a New York
corporation, and that the statements therein contained are true.
WITNESS MY HAND AND OFFICIAL SEAL
/s/ Jeanine C. Lauttenbach
--------------------------
Notary Public
STATE OF New York )
:ss
COUNTY OF New York )
I, the undersigned notary public, hereby certify that on the 2nd day of
May, 2000, personally appeared before me Ivan Wong, the President and
Secretary of CyberOpticLabs, Inc., a Nevada corporation, who being by me first
duly sworn, severally declared that he is the person who signed the foregoing
documents as President of CyberOpticLabs, Inc., a Nevada corporation, and that
the statements therein contained are true.
WITNESS MY HAND AND OFFICIAL SEAL
/s/ John J. Sweeney
-------------------
Notary Public
Page 32
<PAGE>
REVISED
BYLAWS
OF
CYBEROPTICLABS, INC.
A NEVADA CORPORATION
<PAGE>
REVISED
BYLAWS
OF
CYBEROPTICLABS, INC.
ARTICLE I
OFFICES
Section 1.01 Registered Office. The registered office shall be 2605 Comstock
Dr., 89512, Reno, Nevada.
Section 1.02 Location of Offices. The corporation may maintain such offices
within or without the state of Nevada as the board of directors may from time to
time designate or require.
Section 1.03 Principal Office. The address of the principal office of the
corporation shall be at the address of the Registered office of the corporation
as so designated in the office of the Secretary of State of the state of
incorporation, or at such other address as the board of directors shall from
time to time determine.
ARTICLE II
SHAREHOLDERS
Section 2.1 Annual Shareholder Meeting. The annual meeting of the shareholders
shall be held within 150 days of the close of the corporation's fiscal year, at
a time and date as is determined by the corporation's board of directors, for
the purpose of electing directors and for the transaction of such other business
as may come before the meeting. If the day fixed for the annual meeting shall
be a legal holiday in the state of Nevada, such meeting shall be held on the
next succeeding business day.
If the election of directors shall not be held on the day designated herein for
any annual meeting of the shareholders, or at any subsequent continuation after
adjournment thereof, the board of directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as convenient. The
failure to hold an annual or special meeting does not affect the validity of any
corporate action or work a forfeiture or dissolution of the corporation.
Section 2.2 Special Shareholder Meetings. Special meetings of the
shareholders, for any purpose or purposes described in the meeting notice, may
be called by the president or by the board of directors and shall be called by
the president at the request of the holders of not less than one- tenth of all
outstanding votes of the corporation entitled to be cast on any issue at the
meeting.
Section 2.3 Place of Shareholder Meetings. The board of directors may
designate any place, either within or without the state of Nevada, as the place
of meeting for any annual or any special meeting of the shareholders, unless by
written consents, which may be in the form of waivers of notice or otherwise, a
majority of shareholders entitled to vote at the meeting may designate a
different place, either within or without the state of Nevada, as the place for
the holding of such meeting. If no designation is made by either the directors
or majority action of the voting shareholders, the place of meeting shall be
the principal office of the corporation.
<PAGE>
Section 2.4 Notice of Shareholder Meetings.
(a) Required Notice. Written notice stating the place, day, and time of any
annual or special shareholder meeting shall be delivered not less than 10
nor more than 60 days before the date of the meeting, either in person, by any
form of electronic communication, by mail, by private carrier, or by any other
manner provided for in the Act, by or at the direction of the president, the
board of directors, or other persons calling the meeting, to each shareholder
of record, entitled to vote at such meeting and to any other shareholder
entitled by the Act or the articles of incorporation to receive notice of the
meeting. Notice shall be deemed to be effective at the earlier of: (1) when
deposited in the United States mail, addressed to the shareholder at his
address as it appears on the stock transfer books of the corporation, with
postage thereon prepaid; (2) on the date shown on the return receipt if sent
by registered or certified mail, return receipt requested, and the receipt is
signed by or on behalf of the addressee; (3) when received; or (4) five days
after deposit in the United States mail, if mailed postpaid and correctly
addressed to an address other than that shown in the corporation's current
record of shareholders.
(b) Adjourned Meeting. If any shareholder meeting is adjourned to a
different date, time, or place, notice need not be given of the new date,
time, and place, if the new date, time, and place is announced at the meeting
before adjournment. If a new record date for the adjourned meeting is, or
must be fixed (see section 2.5 of this Article II) or if the adjournment is
for more than 30 days, then notice must be given pursuant to the requirements
of paragraph (a) of this section 2.4, to those persons who are shareholders as
of the new record date.
(c) Waiver of Notice. The shareholder may waive notice of the meeting (or
any notice required by the Act, articles of incorporation, or bylaws), by a
writing signed by the shareholder entitled to the notice, which is delivered to
the corporation (either before or after the date and time stated in the notice)
for inclusion in the minutes or filing with the corporate records.
(d) Shareholder Attendance. A shareholder's attendance at a meeting:
(1) waives objection to lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting; and
(2) waives objection to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the meeting
notice, unless the shareholder objects to considering the matter when it is
presented.
(e) Contents of Notice. The notice of each special shareholder meeting shall
include a description of the purpose or purposes for which the meeting is
called. Except as provided in this section 2.4(e), the articles of
incorporation, or otherwise in the Act, the notice of an annual shareholder
meeting need not include a description of the purpose or purposes for which the
meeting is called.
<PAGE>
If a purpose of any shareholder meeting is to consider either: (1) a
proposed amendment to the articles of incorporation (including any restated
articles requiring shareholder approval); (2) a plan of merger or share
exchange; (3) the sale, lease, exchange, or other disposition of all, or
substantially all of the corporation's property; (4) the dissolution of the
corporation; or (5) the removal of a director, the notice must so state and, to
the extent applicable, be accompanied by a copy or summary of the: (1) articles
of amendment; (2) plan of merger or share exchange; (3) agreement for the
disposition of all or substantially all of the corporation's property; or (4)
the terms of the dissolution. If the proposed corporate action creates
dissenters' rights, the notice must state that shareholders are, or may be
entitled to assert dissenters' rights, and must be accompanied by a copy of the
provisions of the Act governing such rights.
Section 2.5 Meetings by Telecommunications. Any or all of the shareholders
may participate in an annual or special meeting of shareholders by,
or the meeting may be conducted through the use of, any means of communication
by which all persons participating in the meeting can hear each other during the
meeting. A shareholder participating in a meeting by this means is considered
to be present in person at the meeting.
Section 2.6 Fixing of Record Date. For the purpose of determining
shareholders of any voting group entitled to notice of or to vote at any meeting
of shareholders, or shareholders entitled to receive payment of any distribution
or dividend, or in order to make a determination of shareholders for any other
proper purpose, the board of directors may fix in advance a date as the record
date. Such record date shall not be more than 70 days prior to the meeting of
shareholders or the payment of any distribution or dividend. If no record date
is so fixed by the board of directors for the determination of shareholders
entitled to notice of, or to vote at a meeting of shareholders, or shareholders
entitled to receive a share dividend or distribution, or in order to make a
determination of shareholders for any other proper purpose, the record date for
determination of such shareholders shall be at the close of business on:
(a) With respect to an annual shareholder meeting or any special
shareholder meeting called by the board of directors or any person
specifically authorized by the board of directors or these bylaws to
call a meeting, the day before the first notice is delivered to
shareholders;
(b) With respect to a special shareholders' meeting demanded by
the shareholders, the date the first shareholder signs the demand;
(c) With respect to the payment of a share dividend, the date the
board of directors authorizes the share dividend;
(d) With respect to actions taken in writing without a meeting
(pursuant to Article II, section 2.12), the date the first
shareholder signs a consent; and
(e) With respect to a distribution to shareholders (other than one
involving a repurchase or reacquisition of shares), the date the
board authorizes the distribution.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section 2.6, such determination
shall apply to any adjournment thereof unless the board of directors fixes a new
record date. A new record date must be fixed if the meeting is adjourned to a
date more than 120 days after the date fixed for the original meeting.
<PAGE>
Section 2.7 Shareholder List. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make a complete record
of the shareholders entitled to vote at each meeting of shareholders, arranged
in alphabetical order with the address of and the number of shares held by each.
The list must be arranged by voting group (if such exists, see Article II,
section 2.8) and within each voting group by class or series of shares. The
shareholder list must be available for inspection by any shareholder, beginning
on the earlier of ten days before the meeting for which the list was prepared or
two business days after notice of the meeting is given for which the list was
prepared and continuing through the meeting. The list shall be available at the
corporation's principal office or at a place identified in the meeting notice in
the city where the meeting is to be held. A shareholder, or his agent or
attorney, is entitled, on written demand, to inspect and, subject to the
requirements of section 2.18 of this Article II and sections 16-10a-1602 and 16-
10a-1603 of the Act, or any sections of like tenor as from time to time amended,
to inspect and copy the list during regular business hours, at his expense,
during the period it is available for inspection. The corporation shall
maintain the shareholder list in written form or in another form capable of
conversion into written form within a reasonable time.
Section 2.8 Shareholder Quorum and Voting Requirements. If the articles
of incorporation or the Act provides for voting by a single voting group on a
matter, action on that matter is taken when voted upon by that voting group.
Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter. Unless the articles of incorporation, a bylaw adopted pursuant to
section 2.9 of this Article II, or the Act provides otherwise, a majority of the
votes entitled to be cast on the matter by the voting group constitutes a quorum
of that voting group for action on that matter.
If the articles of incorporation or the Act provides for voting by two or
more voting groups on a matter, action on that matter is taken only when voted
upon by each of those voting groups counted separately. Action may be taken by
one voting group on a matter even though no action is taken by another voting
group entitled to vote on the matter.
Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.
If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation, a bylaw adopted pursuant to section 2.9 of this
Article II, or the Act require a greater number of affirmative votes.
Section 2.9 Increasing Either Quorum or Voting Requirements. For purposes
of this section 2.9, a "supermajority" quorum is a requirement that more than a
majority of the votes of the voting group be present to constitute a quorum; and
a "supermajority" voting requirement is any requirement that requires the vote
of more than a majority of the affirmative votes of a voting group at a meeting.
The shareholders, but only if specifically authorized to do so by the
articles of incorporation, may adopt, amend, or delete a bylaw which fixes a
"supermajority" quorum or "supermajority" voting requirement.
<PAGE>
The adoption or amendment of a bylaw that adds, changes, or deletes a
"supermajority" quorum or voting requirement for shareholders must meet the same
quorum requirement and be adopted by the same vote and voting groups required to
take action under the quorum and voting requirement then in effect or proposed
to be adopted, whichever is greater.
A bylaw that fixes a supermajority quorum or voting requirement for
shareholders may not be adopted, amended, or repealed by the board of directors.
Section 2.10 Proxies. At all meetings of shareholders, a shareholder
may vote in person, or vote by proxy, executed in writing by the shareholder or
by his duly authorized attorney-in-fact. Such proxy shall be filed with the
secretary of the corporation or other person authorized to tabulate votes before
or at the time of the meeting. No proxy shall be valid after 11 months from the
date of its execution unless otherwise provided in the proxy.
Section 2.11 Voting of Shares. Unless otherwise provided in the
articles of incorporation, each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders.
Except as provided by specific court order, no shares held by another
corporation, if a majority of the shares entitled to vote for the election of
directors of such other corporation are held by the corporation, shall be voted
at any meeting or counted in determining the total number of outstanding shares
at any given time for purposes of any meeting; provided, however, the prior
sentence shall not limit the power of the corporation to vote any shares,
including its own shares, held by it in a fiduciary capacity.
Redeemable shares are not entitled to vote after notice of redemption is
mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company, or other financial institution under an
irrevocable obligation to pay the holders the redemption price on surrender of
the shares.
Section 2.12 Corporation's Acceptance of Votes.
(a) If the name signed on a vote, consent, waiver, or proxy
appointment or revocation corresponds to the name of a shareholder, the
corporation if acting in good faith is entitled to accept the vote, consent,
waiver, or proxy appointment or revocation and give it effect as the act of the
shareholder.
(b) If the name signed on a vote, consent, waiver, or proxy
appointment or revocation does not correspond to the name of its
shareholder, the corporation, if acting in good faith, is
nevertheless entitled to accept the vote, consent, waiver, or proxy
appointment or revocation and give it effect as the act of the
shareholder if:
(1) the shareholder is an entity as defined in the Act and
the name signed purports to be that of an officer or agent of
the entity;
<PAGE>
(2) the name signed purports to be that of an administrator,
executor, guardian, or conservator representing the
shareholder and, if the corporation requests, evidence of
fiduciary status acceptable to the corporation has been
presented with respect to the vote, consent, waiver, or proxy
appointment or revocation;
(3) the name signed purports to be that of receiver or
trustee in bankruptcy of the shareholder and, if the
corporation requests, evidence of this status acceptable to
the corporation has been presented with respect to the vote,
consent, waiver, or proxy appointment or revocation;
(4) the name signed purports to be that of a pledgee,
beneficial owner, or attorney-in-fact of the shareholder and,
if the corporation requests, evidence acceptable to the
corporation of the signatory's authority to sign for the
shareholder has been presented with respect to the vote,
consent, waiver, or proxy appointment or revocation; and
(5) two or more persons are the shareholder as co-tenants or
fiduciaries and the name signed purports to be the name of at
least one of the co-owners and the person signing appears to
be acting on behalf of all the co-owners.
(c) The corporation is entitled to reject a vote, consent, waiver,
or proxy appointment or revocation if the secretary or other officer
or agent authorized to tabulate votes, acting in good faith, has
reasonable basis for doubt about the validity of the signature or
about the signatory's authority to sign for the shareholder.
(d) The corporation and its officer or agent who accepts or
rejects a vote, consent, waiver, or proxy appointment or revocation
in good faith and in accordance with the standards of this section
are not liable in damages to the shareholder for the consequences of
the acceptance or rejection.
(e) Corporate action based on the acceptance or rejection of a
vote, consent, waiver, or proxy appointment or revocation under this
section 2.12 is valid unless a court of competent jurisdiction
determines otherwise.
Section 2.13 Inspectors of Election. There shall be appointed at
least one inspector of the vote. Such inspector shall first take and subscribe
an oath or affirmation faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability.
Unless appointed in advance of any such meeting by the board of directors, such
inspector shall be appointed for the meeting by the presiding officer. In the
absence of any such appointment, the secretary of the corporation shall act as
the inspector. No candidate for the office of director (whether or not then a
director) shall be appointed as such inspector. Such inspector shall be
responsible for tallying and certifying each vote, whether made in person or by
proxy.
<PAGE>
Section 2.14 Shareholder Action Without Meeting. Any action required
or permitted to be taken at a meeting of the shareholders, except for the
election of directors as set forth in section 2.15 of this Article II, may be
taken without a meeting and without prior notice if one or more consents in
writing, setting forth the action so taken, shall be signed by shareholders
having not less than the minimum number of votes that would be necessary to
authorize or take the action at a meeting at which all shares entitled to vote
with respect to the subject matter thereof are present. Directors may be
elected without a meeting of shareholders by the written consent of the
shareholders holding all of the shares entitled to vote for the election of
directors. Unless the written consents of all shareholders entitled to vote
have been obtained, notice of any shareholder approval without a meeting shall
be given at least ten days before the consummation of the action authorized by
the approval to (i) those shareholders entitled to vote who have not consented
in writing, and (ii) those shareholders not entitled to vote and to whom the Act
requires that notice of the proposed action be given. If the act to be taken
requires that notice be given to nonvoting shareholders, the corporation shall
give the nonvoting shareholders written notice of the proposed action at least
ten days before the action is taken. The notice shall contain or be accompanied
by the same material that would have been required if a formal meeting had been
called to consider the action. A consent signed under this section 2.14 has the
effect of a meeting vote and may be described as such in any document. The
written consents are only effective if received by the corporation within a 60
day period and not revoked prior to the receipt of the written consent of that
number of shareholders necessary to effectuate such action. Action taken
pursuant to a written consent is effective as of the date the last written
consent necessary to effect the action is received by the corporation, unless
all of the written consents necessary to effect the action specify a later date
as the effective date of the action, in which case the later date shall be the
effective date of the action. If the corporation has received written consents
signed by all shareholders entitled to vote with respect to the action, the
effective date of the action may be any date that is specified in all the
written consents as the effective date of the action. Such consents may be
executed in any number of counterparts or evidenced by any number of instruments
of substantially similar tenor.
Section 2.15 Election of Directors. At all meetings of the
shareholders at which directors are to be elected, except as otherwise set forth
in any stock designation with respect to the right of the holders of any class
or series of stock to elect additional directors under specified circumstances,
directors shall be elected by a plurality of the votes cast at the meeting. The
election need not be by ballot unless any shareholder so demands before the
voting begins. Except as otherwise provided by law, the articles of
incorporation, any preferred stock designation, or these bylaws, all matters
other than the election of directors submitted to the shareholders at any
meeting shall be decided by a majority of the votes cast with respect thereto.
Section 2.16 Business at Annual Meeting. At any annual meeting of
the shareholders, only such business shall be conducted as shall have been
brought before the meeting (a) by or at the direction of the board of directors
or (b) by any shareholder of record of the corporation who is entitled to vote
with respect thereto. Notwithstanding anything in these bylaws to the contrary,
no business shall be brought before or conducted at an annual meeting except in
accordance with the provisions of this section. The officer of the corporation
or other person presiding at the annual meeting shall, if the facts so warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with such provisions, and if such presiding
officer should so determine and declare to the meeting that business was not
properly brought before the meeting in accordance with such provisions and if
such presiding officer should so determine, such presiding officer shall so
declare to the meeting, and any such business so determined to be not properly
brought before the meeting shall not be transacted.
<PAGE>
Section 2.17 Conduct of Meeting. The board of directors of the
corporation shall be entitled to make such rules or regulations for the conduct
of meetings of shareholders as it shall deem necessary, appropriate, or
convenient. Subject to such rules and regulations of the board of directors, if
any, the chairman of the meeting shall have the right and authority to prescribe
such rules, regulations, and procedures and do all such acts as, in the judgment
of such chairman, are necessary, appropriate, or convenient for the proper
conduct of the meeting, including, without limitation, establishing an agenda or
order of business for the meeting, rules and procedures for maintaining order at
the meeting, and the safety of those present, limitations on participation in
such meeting to shareholders of record of the corporation and their duly
authorized and constituted proxies, and such other persons as the chairman shall
permit, restrictions on entry to the meeting after the time fixed for the
commencement thereof, limitations on the time allotted to questions or comments
by participants and regulation of the opening and closing of the polls for
balloting on matters which are to be voted on by ballot, unless, and to the
extent, determined by the board of directors or the chairman of the meeting,
meetings of shareholders shall not be required to be held in accordance with
rules of parliamentary procedure.
Section 2.18 Shareholder's Rights to Inspect Corporate Records.
(a) Minutes and Accounting Records. The corporation shall keep as
permanent records minutes of all meetings of its shareholders and board of
directors, a record of all actions taken by the shareholders or board of
directors without a meeting, and a record of all actions taken by a committee of
the board of directors in place of the board of directors on behalf of the
corporation. The corporation shall maintain appropriate accounting records.
(b) Absolute Inspection Rights of Records Required at Principal
Office. If a shareholder gives the corporation written notice of his demand at
least five business days before the date on which he wishes to inspect and copy,
such shareholder (or his agent or attorney) has the right to inspect and copy,
during regular business hours, any of the following records, all of which the
corporation is required to keep at its principal office:
(1) its articles or restated articles of incorporation and
all amendments to the articles of incorporation currently in
effect;
(2) its bylaws or restated bylaws and all amendments to the
bylaws currently in effect;
(3) the minutes of all shareholders' meetings, and records
of all action taken by shareholders without a meeting, for the
past three years;
(4) all written communications to shareholders within the
past three years;
(5) a list of the names and business addresses of its
current directors and officers;
(6) the most recent annual report of the corporation
delivered to the Nevada Division of Corporations and
Commercial Code; and
<PAGE>
(7) all financial statements prepared for periods ending
during the last three years that a shareholder could request
under section 2.19.
(c) Conditional Inspection Right. In addition, if a shareholder
gives the corporation a written demand made in good faith and for a
proper purpose at least five business days before the date on which
such shareholder wishes to inspect and copy, such shareholder
describes with reasonable particularity his purpose and the records
he desires to inspect, and the records are directly connected with
his purpose, such shareholder of the corporation (or his agent or
attorney) is entitled to inspect and copy, during regular business
hours at a reasonable location specified by the corporation, any of
the following records of the corporation:
(1) excerpts from minutes of any meeting of the board of
directors, records of any action of a committee of the board
of directors acting on behalf of the corporation, minutes of
any meeting of the shareholders, and records of action taken
by the shareholders or board of directors without a meeting,
to the extent not subject to inspection under paragraph (b) of
this section 2.18;
(2) accounting records of the corporation; and
(3) the record of shareholders (compiled no earlier than the
date of the shareholder's demand).
(d) Copy Costs. The right to copy records includes, if
reasonable, the right to receive copies made by photographic,
xerographic, or other means. The corporation may impose a
reasonable charge, covering the costs of labor and material
(including third-party costs) for copies of any documents provided
to the shareholder. The charge may not exceed the estimated cost of
production or reproduction of the records.
(e) Shareholder Includes Beneficial Owner. For purposes of this
section 2.18, the term "shareholder" shall include a beneficial
owner whose shares are held in a voting trust or by a nominee on his
behalf.
Section 2.19 Financial Statements Shall be Furnished to the
Shareholders. Upon written request of any shareholder, the corporation shall
mail to such shareholder its most recent annual or quarterly financial
statements showing in reasonable detail its assets and liabilities and the
results of its operations.
Section 2.20 Dissenters' Rights. Each shareholder shall have the
right to dissent from and obtain payment for such shareholder's shares when so
authorized by the Act, the articles of incorporation, these bylaws, or in a
resolution of the board of directors.
<PAGE>
ARTICLE III
BOARD OF DIRECTORS
Section 3.1 General Powers. Unless the articles of incorporation have
dispensed with or limited the authority of the board of directors, all corporate
powers shall be exercised by or under the authority of, and the business and
affairs of the corporation shall be managed under the direction of, the board of
directors.
Section 3.2 Number, Tenure, and Qualification of Directors. Unless
permitted by the Act, the authorized number of directors shall be not less than
three. The current number of directors shall be as determined (or as amended
from time to time) by resolution adopted from time to time by either the
shareholders or directors. Each director shall hold office until the next
annual meeting of shareholders or until removed. However, if his term expires,
he shall continue to serve until his successor shall have been elected and
qualified, or until there is a decrease in the number of directors. A decrease
in the number of directors does not shorten an incumbent director's term.
Unless required by the articles of incorporation, directors do not need to be
residents of Nevada or shareholders of the corporation.
Section 3.3 Regular Meetings of the Board of Directors. A regular meeting
of the board of directors shall be held without other notice than this bylaw
immediately after, and at the same place as, the annual meeting of shareholders.
The board of directors may provide, by resolution, the time and place for the
holding of additional regular meetings without other notice than such
resolution.
Section 3.4 Special Meetings of the Board of Directors. Special meetings
of the board of directors may be called by or at the request of the president or
any one director. The person authorized to call special meetings of the board
of directors may fix any place as the place for holding any special meeting of
the board of directors.
Section 3.5 Notice of, and Waiver of Notice for, Special Director
Meetings. Unless the articles of incorporation provide for a longer or shorter
period, notice of any special director meeting shall be given at least two days
prior thereto either orally, in person, by telephone, by any form of electronic
communication, by mail, by private carrier, or by any other manner provided for
in the Act. Any director may waive notice of any meeting. Except as provided
in the next sentence, the waiver must be in writing, signed by the director
entitled to the notice, and filed with the minutes or corporate records. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business and at the beginning of the
meeting (or promptly upon his arrival) objects to holding the meeting or
transacting business at the meeting, and does not thereafter vote for or assent
to action taken at the meeting. Unless required by the articles of
incorporation or the Act, neither the business to be transacted at, nor the
purpose of, any special meeting of the board of directors need be specified in
the notice or waiver of notice of such meeting.
Section 3.6 Director Quorum. A majority of the number of directors in
office immediately before the meeting begins shall constitute a quorum for the
transaction of business at any meeting of the board of directors, unless the
articles of incorporation require a greater number.
Any amendment to this quorum requirement is subject to the provisions of
section 3.8 of this Article III.
<PAGE>
Section 3.7 Directors, Manner of Acting. The act of the majority of the
directors present at a meeting at which a quorum is present when the vote is
taken shall be the act of the board of directors unless the articles of
incorporation require a greater percentage. Any amendment which changes the
number of directors needed to take action, is subject to the provisions of
section 3.8 of this Article III.
Unless the articles of incorporation provide otherwise, any or all
directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be present in person at
the meeting.
A director who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is deemed to
have assented to the action taken unless: (1) he objects at the beginning of
the meeting (or promptly upon his arrival) to holding it or transacting business
at the meeting; or (2) his dissent or abstention from the action taken is
requested by such director to be entered in the minutes of the meeting; or (3)
he delivers written notice of his dissent or abstention to the presiding officer
of the meeting before its adjournment or to the corporation immediately after
adjournment of the meeting. The right of dissent or abstention is not available
to a director who votes in favor of the action taken.
Section 3.8 Establishing a "Supermajority" Quorum or Voting Requirement
for the Board of Directors. For purposes of this section 3.8, a "supermajority"
quorum is a requirement that requires more than a majority of the directors in
office to constitute a quorum; and a "supermajority" voting requirement is any
requirement that requires the vote of more than a majority of those directors
present at a meeting at which a quorum is present to be the act of the
directors.
A bylaw that fixes a supermajority quorum or supermajority voting requirement
may be amended or repealed:
(1) if originally adopted by the shareholders, only by the
shareholders(unless otherwise provided by the shareholders); or
(2) if originally adopted by the board of directors, either by the
shareholders or by the board of directors.
A bylaw adopted or amended by the shareholders that fixes a supermajority
quorum or supermajority voting requirement for the board of directors may
provide that it may be amended or repealed only by a specified vote of either
the shareholders or the board of directors.
Subject to the provisions of the preceding paragraph, action by the board of
directors to adopt, amend, or repeal a bylaw that changes the quorum or voting
requirement for the board of directors must meet the same quorum requirement
and be adopted by the same vote required to take action under the quorum and
voting requirement then in effect or proposed to be adopted, whichever is
greater.
<PAGE>
Section 3.9 Director Action Without a Meeting. Unless the articles of
incorporation provide otherwise, any action required or permitted to be
taken by the board of directors at a meeting may be taken without a meeting
if all the directors sign a written consent describing the action taken, and
such consent is filed with the records of the corporation. Action taken by
consent is effective when the last director signs the consent, unless the
consent specifies a different effective date. A signed consent hand may be
described as such in any document. Such consent may be executed in any number
of counterparts, or evidenced by any number of instruments of substantially
similar tenor.
Section 3.10 Removal of Directors. The shareholders may remove one or more
directors at a meeting called for that purpose if notice has been given that
the purpose of the meeting is such removal. The removal may be with or without
cause unless the articles of incorporation provide that directors may only be
removed with cause. If a director is elected by a voting group of shareholders,
only the shareholders of that voting group may participate in the vote to remove
him. If cumulative voting is authorized if the number of votes sufficient to
elect him under cumulative voting is voted against his removal. If cumulative
voting is not authorized, a director may be removed only if the number of votes
cast to remove him exceeds the number of votes cast against such removal.
Section 3.11 Board of Director Vacancies. Unless the articles of incorporation
provide otherwise, if a vacancy occurs on the board of directors, including a
vacancy resulting from an increase in the number of directors, the shareholders
may fill the vacancy. During such time that the shareholders fail or are unable
to fill such vacancies, then and until the shareholders act:
(1) the board of directors may fill the vacancy; or
(2) if the directors remaining in office constitute fewer than a quorum of
the board, they may fill the vacancy by the affirmative vote of a majority of
all the directors remaining in office.
If the vacant office was held by a director elected by a voting group of
shareholders, only the holders of shares of that voting group are entitled
to vote to fill the vacancy if it is filled by the shareholders. If two or
more directors are elected by the same voting group, only remaining directors
elected by such voting group are entitled to vote to fill the vacancy of a
director elected by the voting group if it is filled by directors.
A vacancy that will occur at a specific later date (by reason of resignation
effective at a later date) may be filled before the vacancy occurs but the
new director may not take office until the vacancy occurs.
The term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. However, if his
term expires, he shall continue to serve until his successor is elected
and qualified or until there is a decrease in the number of directors.
Section 3.12 Director Compensation. Unless otherwise provided in the
articles of incorporation, by resolution of the board of directors, each
director may be paid his expenses, if any, of attendance at each meeting
of the board of directors, and may be paid a stated salary as director or
a fixed sum for attendance at each meeting of the board of directors or both.
No such payment shall preclude any director from serving the corporation in
any other capacity and receiving compensation therefore.
Section 3.13 Director Committees.
(a) Creation of Committees. Unless the articles of incorporation provide
otherwise, the board of directors may create one or more committees and
appoint members of the board of directors to serve on them. Each committee
must have two or more members, who serve at the pleasure of the board of
directors.
<PAGE>
(b) Selection of Members. The creation of a committee and appointment of
members to it must be approved by the greater of (1) a majority of all the
directors in office when the action is taken or (2) the number of directors
required by the articles of incorporation to take such action (or if not
specified in the articles of incorporation, the number required by section
3.7 of this Article III to take action).
(c) Required Procedures. Sections 3.4, 3.5, 3.6, 3.7, 3.8, and 3.9 of this
Article III, which govern meetings, action without meetings, notice and waiver
of notice, quorum and voting requirements of the board of directors, apply to
committees and their members.
(d) Authority. Unless limited by the articles of incorporation, each
committee may exercise those aspects of the authority of the board of directors
which the board of directors confers upon such committee in the resolution
creating the committee; provided, however, a committee may not:
(1) authorize distributions to shareholders;
(2) approve, or propose to shareholders, action that the Act requires be
approved by shareholders;
(3) fill vacancies on the board of directors or on any of its committees;
(4) amend the articles of incorporation pursuant to the authority of
directors to do so granted by section 16-10a-1002 of the Act or any section
of like tenor as from time to time amended;
(5) adopt, amend, or repeal bylaws;
(6) approve a plan of merger not requiring shareholder approval;
(7) authorize or approve reacquisition of shares, except according to a
formula or method prescribed by the board of directors; or
(8) authorize or approve the issuance or sale or contract for sale of
shares or determine the designation and relative rights, preferences, and
limitations of a class or series of shares, except that the board of directors
may authorize a committee (or a senior executive officer of the corporation)
to do so within limits specifically prescribed by the board of directors.
ARTICLE IV
OFFICERS
Section 4.1 Number of Officers. The officers of the corporation shall be a
president and a secretary, both of whom shall be appointed by the board of
directors. Such other officers and assistant officers as may be deemed
necessary, including any vice-presidents, may be appointed by the board of
directors. If specifically authorized by the board of directors, an officer
may appoint one or more officers or assistant officers. The same individual
may simultaneously hold more than one office in the corporation.
<PAGE>
Section 4.2 Appointment and Term of Office. The officers of the corporation
shall be appointed by the board of directors for a term as determined by the
board of directors. If no term is specified, such term shall continue until
the first meeting of the directors held after the next annual meeting of
shareholders. If the appointment of officers shall not be made at such meeting,
such appointment shall be made as soon thereafter as is convenient. Each
officer shall hold office until his successor shall have been duly appointed
and shall have qualified, until his death, or until he shall resign or shall
have been removed in the manner provided in section 4.3 of this Article IV.
Section 4.3 Removal of Officers. Any officer or agent may be removed by the
board of directors or an officer authorized to do so by the board of directors
at any time either before or after the expiration of the designated term, with
or without cause. Such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Neither the appointment of an officer
nor the designation of a specified term shall create any contract rights.
Section 4.4 President. The president shall be the principal executive officer
of the corporation and, subject to the control of the board of directors, shall
in general supervise and control all of the business and affairs of the
corporation. The president shall, when present, preside at all meetings of the
shareholders and of the board of directors, if the chairman of the board is not
present. The president may sign, with the secretary or any other proper officer
of the corporation thereunto authorized by the board of directors, certificates
for shares of the corporation and deeds, mortgages, bonds, contracts, or other
instruments arising in the normal course of business of the corporation and such
other instruments as may be authorized by the board of directors, except in
cases where the signing and execution thereof shall be expressly delegated by
the board of directors or by these bylaws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of president and such
other duties as may be prescribed by the board of directors from time to time.
Section 4.5 Vice-Presidents. If appointed, in the event of the president's
death or inability to act, the vice-president (or in the event there be more
than one vice-president, the executive vice-president or, in the absence of any
designation, the senior vice-president in the order of their appointment) 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. A vice-
president, if any, may sign, with the secretary or an assistant secretary,
certificates for shares of the corporation the issuance of which has been
authorized by resolution of the board of directors; and shall perform such other
duties as from time to time may be assigned to him by the president or by the
board of directors.
Section 4.6 Secretary. The secretary shall: (a) keep the minutes of the
proceedings of the shareholders and of the board of directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law; (c) be
custodian of the corporate records and of any seal of the corporation and, if
there is a seal of the corporation, see that it is affixed to all documents the
execution of which on behalf of the corporation under its seal is duly
authorized; (d) when requested or required, authenticate any records of the
corporation; (e) keep a register of the post office address of each shareholder
which shall be furnished to the secretary by such shareholders; (f) sign with
the president, or a vice-president, certificates for shares of the corporation,
the issuance of which has been authorized by resolution of the board of
directors; (g) have general charge of the stock transfer books of the
corporation; and (h) in general perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to him by
the president or by the board of directors.
<PAGE>
Section 4.7 Treasurer. The treasurer, if any, and in the absence thereof of
the secretary, shall: (a) have charge and custody of and be responsible for all
funds and securities of the corporation; (b) receive and give receipts for
moneys due and payable to the corporation from any source whatsoever, and
deposit all such moneys in the name of the corporation in such banks, trust
companies, or other depositories as shall be selected by the board of directors;
and (c) in general perform all of the duties incident to the office of treasurer
and such other duties as from time to time may be assigned to him by the
president or by the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the board of directors shall determine.
Section 4.8 Assistant Secretaries and Assistant Treasurers. Any assistant
secretary, when authorized by the board of directors, may sign with the
president or a vice-president certificates for shares of the corporation the
issuance of which has been authorized by a resolution of the board of directors.
Any assistant treasurer shall, if required by the board of directors, give bonds
for the faithful discharge of his duties in such sums and with such sureties as
the board of directors shall determine. Any assistant secretary or assistant
treasurer, in general, shall perform such duties as shall be assigned to them by
the secretary or the treasurer, respectively, or by the president or the board
of directors.
Section 4.9 Salaries. The salaries of the officers shall be fixed from time to
time by the board of directors or by a duly authorized officer.
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES
Section 5.1 Indemnification of Directors. The corporation shall indemnify
any individual made a party to a proceeding because such individual was a
director of the corporation to the extent permitted by and in accordance with
section 16-10a-901, et seq. of the Act or any amendments of successor sections
of like tenor.
Section 5.2 Advance Expenses for Directors. To the extent permitted by section
16-10a-904 of the Act or any section of like tenor as amended from time to time,
the corporation may pay for or reimburse the reasonable expenses incurred by a
director who is a party to a proceeding in advance of final disposition of the
proceeding, if:
(a) the director furnishes the corporation a written affirmation of his good
faith belief that he has met the standard of conduct described in the Act;
(b) the director furnishes the corporation a written undertaking, executed
personally or on his behalf, to repay advances if it is ultimately determined
that he did not meet the standard of conduct (which undertaking must be an
unlimited general obligation of the director but need not be secured and may be
accepted without reference to financial ability to make repayment); and
(c) a determination is made that the facts then known to those making the
determination would not preclude indemnification under section 5.1 of this
Article V or section 16-10a-901 through section 16-10a-909 of the Act or similar
sections of like tenor as from time to time amended.
Section 5.3 Indemnification of Officers, Agents, and Employees Who are not
Directors. Unless otherwise provided in the articles of incorporation, the
board of directors may authorize the corporation to indemnify and advance
expenses to any officer, employee, or agent of the corporation who is not a
director of the corporation, to the extent permitted by the Act.
<PAGE>
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 6.1 Certificates for Shares.
(a) Content. Certificates representing shares of the corporation
shall at minimum, state on their face the name of the issuing corporation and
that it is formed under the laws of the state of Nevada; the name of the person
to whom issued; and the number and class of shares and the designation of the
series, if any, the certificate represents; and be in such form as determined by
the board of directors. Such certificates shall be signed (either manually or
by facsimile) by the president or a vice-president and by the secretary or an
assistant secretary and may be sealed with a corporate seal or a facsimile
thereof. Each certificate for shares shall be consecutively numbered or
otherwise identified.
(b) Legend as to Class or Series. If the corporation is authorized to issue
different classes of shares or different series within a class, the
designations, relative rights, preferences, and limitations applicable to each
class and the variations in rights, preferences, and limitations determined for
each series (and the authority of the board of directors to determine variations
for future series) must be summarized on the front or back of each certificate.
Alternatively, each certificate may state conspicuously on its front or back
that the corporation will furnish the shareholder this information without
charge on request in writing.
(c) Shareholder List. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation.
(d) Transferring Shares. All certificates surrendered to the corporation for
transfer shall be canceled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed, or mutilated certificate a
new one may be issued therefore upon such terms and indemnity to the corporation
as the board of directors may prescribe.
Section 6.2 Shares Without Certificates.
(a) Issuing Shares Without Certificates. Unless the articles of
incorporation provide otherwise, the board of directors may authorize the
issuance of some or all the shares of any or all of its classes or series
without certificates. The authorization does not affect shares already
represented by certificates until they are surrendered to the corporation.
(b) Written Statement Required. Within a reasonable time after the issuance
or transfer of shares without certificates, the corporation shall send the
shareholder a written statement containing at minimum:
(1) the name of the issuing corporation and that it is organized under the
laws of the state of Nevada;
(2) the name of the person to whom issued; and
(3) the number and class of shares and the designation of the series, if
any, of the issued shares.
If the corporation is authorized to issue different classes of shares or
different series within a class, the written statement shall describe the
designations, relative rights, preferences, and limitations applicable to each
class and the variation in rights, preferences, and limitations determined for
each series (and the authority of the board of directors to determine variations
for future series). Alternatively, each written statement may state
conspicuously that the corporation will furnish the shareholder this information
without charge on request in writing.
Section 6.3 Registration of the Transfer of Shares. Registration of the
transfer of shares of the corporation shall be made only on the stock transfer
books of the corporation. In order to register a transfer, the record owner
shall surrender the shares to the corporation for cancellation, properly
endorsed by the appropriate person or persons with reasonable assurances that
the endorsements are genuine and effective. Unless the corporation has
established a procedure by which a beneficial owner of share cognized by the
corporation as the record owner of such shares on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all purposes.
Section 6.4 Restrictions on Transfer of Shares Permitted. The board of
directors (or shareholders) may impose restrictions on the transfer or
registration of transfer of shares (including any security convertible into, or
carrying a right to subscribe for or acquire, shares). A restriction does not
affect shares issued before the restriction was adopted unless the holders of
the shares are parties to the restriction agreement or voted in favor of the
restriction.
<PAGE>
A restriction on the transfer or registration of transfer of shares is
authorized:
(a) to maintain the corporation's status when it is dependent on the number
or identity of its shareholders;
(b) to preserve entitlements, benefits, or exemptions under federal, state,
or local law; and
(c) for any other reasonable purpose.
A restriction on the transfer or registration of transfer of shares may:
(a) obligate the shareholder first to offer the corporation or other persons
(separately, consecutively, or simultaneously) an opportunity to acquire the
restricted shares;
(b) obligate the corporation or other persons (separately, consecutively,
or simultaneously) to acquire the restricted shares;
(c) require the corporation, the holders of any class of its shares, or
another person to approve the transfer of the restricted shares, if the
requirement is not manifestly unreasonable; and
(d) prohibit the transfer of the restricted shares to designated persons or
classes of persons, if the prohibition is not manifestly unreasonable.
A restriction on the transfer or registration of transfer of shares is valid and
enforceable against the holder or a transferee of the holder if the restriction
is authorized by this section 6.4 and such person has knowledge of the
restriction or its existence is noted conspicuously on the front or back of the
certificate or is contained in the written statement required by section 6.2 of
this Article VI with regard to shares issued without certificates. Unless so
noted, a restriction is not enforceable against a person without knowledge of
the restriction.
Section 6.5 Acquisition of Shares. The corporation may acquire its own shares
and unless otherwise provided in the articles of incorporation, the shares so
acquired constitute authorized but unissued shares.
<PAGE>
If the articles of incorporation prohibit the reissuance of acquired shares, the
number of authorized shares is reduced by the number of shares acquired by the
corporation, effective upon amendment of the articles of incorporation, which
amendment may be adopted by the shareholders or the board of directors without
shareholder action. The articles of amendment must be delivered to the Nevada
Division of Corporations and Commercial Code for filing and must set forth:
(a) the name of the corporation;
(b) the reduction in the number of authorized shares, itemized by class and
series;
(c) the total number of authorized shares, itemized by class and series,
remaining after reduction of the shares; and
(d) if applicable, a statement that the amendment was adopted by the board of
directors without shareholder action and that shareholder action was not
required.
ARTICLE VII
DISTRIBUTIONS
The corporation may make distributions (including dividends on its outstanding
shares) as authorized by the board of directors and in the manner and upon the
terms and conditions provided by law and in the corporation's articles of
incorporation.
ARTICLE VIII
CORPORATE SEAL
The board of directors may provide for a corporate seal which may have inscribed
thereon any designation including the name of the corporation, Nevada as the
state of incorporation, and the words "Corporate Seal."
ARTICLE IX
DIRECTORS CONFLICTING INTEREST TRANSACTIONS
A director's conflicting interest transaction may not be enjoined, be set aside,
or give rise to an award of damages or other sanctions, in a proceeding by a
shareholder or by or in the right of the corporation, solely because the
director, or any person with whom or which the director has a personal,
economic, or other association, has an interest in the transaction, if:
(a) directors' action respecting the transaction was at any time taken in
compliance with section 16-10a-852 of the Act or any section of like tenor as
amended from time to time;
(b) shareholders' action respecting the transaction was at any time taken in
compliance with section 16-10a-853 of the Act or any section of like tenor as
amended from time to time; or
(c) the transaction, judged according to the circumstances at the time of
commitment, is established to have been fair to the corporation.
<PAGE>
ARTICLE X
AMENDMENTS
The corporation's board of directors may amend or repeal the corporation's
bylaws unless:
(a) the Act or the articles of incorporation reserve this power exclusively
to the shareholders in whole or part; or
(b) the shareholders in adopting, amending, or repealing a particular bylaw
provide expressly that the board of directors may not amend or repeal that
bylaw; or
(c) the bylaw either establishes, amends, or deletes, a supermajority
shareholder quorum or voting requirement (as defined in Article II,
section 2.9).
Any amendment which changes the voting or quorum requirement for the board must
comply with Article III, section 3.8, and for the shareholders, must comply with
Article II, section 2.9.
The corporation's shareholders may amend or repeal the corporation's bylaws even
though the bylaws may also be amended or repealed by its board of directors.
ARTICLE XI
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the board
of directors in consultation with the financial and tax advisors of the
corporation.
CERTIFICATE OF OFFICER
The undersigned does hereby certify that such person is the President of
CYBEROPTICLABS, INC., a corporation duly organized and existing under and by
virtue of the laws of the State of Nevada; that the above and foregoing bylaws
of said corporation were duly and regularly adopted as such by the board of
directors of said corporation by unanimous consent dated April 28, 2000, and
that the above and foregoing bylaws are now in full force and effect and
supersede and replace any prior bylaws of the corporation.
DATED this 28th day of April, 2000.
/s/ CT Yeh
---------
CT Yeh, President
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant has duly caused this report to be signed by the undersigned,
"hereunto duly authorized".
Vestex, Inc.
(Registrant)
/s/ C.T. YEH May 15, 2000
-------- ------------
C.T. Yeh Date
President/Director
/s/ IVAN WONG May 15, 2000
--------- ------------
Ivan Wong Date
Secretary/Director
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