SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the transition period from
_____________ to _______________
Commission file number: 0-18260
THE NEW WORLD POWER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 52-1659436
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
558 Lime Rock Road
Lime Rock, Connecticut 06039
(Address of principal executive offices) (Zip code)
(860) 435-4000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
filing requirements for the past 90 days. Yes /X/ No / /
The number of shares outstanding of the registrant's Common Stock as of
March 31, 1996 and May 31, 1996 was 11,134,147 and 11,606,835, respectively.
<PAGE>
THE NEW WORLD POWER CORPORATION
Quarterly Report on Form 1O-Q
For the Three-Month Period Ended March 31, 1996
TABLE OF CONTENTS
Page No.
--------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Consolidated Statement of Stockholders' Equity 7
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
PART II - OTHER INFORMATION
Item 5. Other Matters 17
Item 6. Exhibits and Reports on Form 8-K 17
Signatures 19
<PAGE>
THE NEW WORLD POWER CORPORATION
AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
March 31, 1996 December 31, 1995
ASSETS Notes (Unaudited)
----- -------------- -----------------
<S> <C> <C> <C>
Current assets:
Cash $ 1,454,098 $ 1,166,780
Cash restricted in use 4 4,348,009 4,669,554
Accounts receivable 3,106,636 6,498,933
Inventories 1,638,060 6,125,674
Other current assets 1,783,323 1,937,985
------------ ------------
Total current assets 12,330,126 20,398,926
Notes receivable 185,600 185,600
Property, plant and equipment, net 27,520,001 31,424,958
Other non-current assets 4,503,998 5,702,898
Goodwill, net of accumulated amortization of $22,614 and $398,125 1,546,724 10,971,715
Investments 2 15,852,367 3,600,000
------------ ------------
Total Assets $ 61,938,816 $ 72,284,097
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 7,671,727 $ 9,164,517
Current portion of long term debt 17,898,122 17,981,133
Due to related parties 4,627,870 4,918,927
Current portion of capital lease obligations 89,532 83,537
------------ ------------
Total current liabilities 30,287,251 32,148,114
Long-term portion of long-term debt 8,048,035 8,397,075
Long-term portion of capital lease obligations 52,617 76,014
Other non-current liabilities 4,773,618 5,497,644
------------ ------------
Total liabilities 43,161,521 46,118,847
Minority interests in consolidated subsidiaries 3 1,340,895 5,142,000
Stockholders' equity:
Common stock $.01 par value, 40,000,000 shares authorized
and 11,134,147 shares issued and outstanding 111,341 111,341
Currency translation adjustments 539,307 778,838
Additional paid-in capital 80,482,641 79,857,172
Accumulated deficit (63,696,889) (59,724,101)
------------ ------------
Total stockholders' equity 17,436,400 21,023,250
------------ ------------
Total liabilities and stockholders' equity $ 61,938,816 $ 72,284,097
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
THE NEW WORLD POWER CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Operations
Three Months Ended March 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
Notes 1996 1995
----- ----- ----
<S> <C> <C> <C>
Operating revenue:
Grid power production revenues $ 2,186,230 $ 2,120,847
Grid power services revenues 0 358,871
Wireless power sales 2,304,379 6,770,675
Other products and services 251,419 324,052
------------ ------------
Total operating revenue 4,742,028 9,574,445
------------ ------------
Cost of operations:
Grid power production 1,745,330 870,352
Grid power services 0 301,162
Wireless power 1,847,766 5,212,257
Other products and services 256,560 340,626
------------ ------------
Total cost of operations 3,849,656 6,724,397
------------ ------------
Gross profit:
Grid power production 440,900 1,250,495
Grid power services 0 57,709
Wireless power 456,613 1,558,418
Other products and services (5,141) (16,574)
------------ ------------
Total gross profit 892,372 2,850,048
------------ ------------
Research and development expenses 370 28,722
Project development expenses 614,011 449,125
Selling, general and administrative expenses 1,966,571 2,283,493
------------ ------------
Operating income (loss) (1,688,580) 88,708
------------ ------------
Other income (expense):
Interest expense (1,089,281) (354,652)
Interest income 68,207 161,434
Net equity earnings (loss) of non-consolidated affiliates 2 62,358 (9,732)
Minority interests in consolidated subsidiaries 3 (17,712) (107,031)
Other 43,070 485,309
------------ ------------
Total other income (expense) (933,358) 175,328
------------ ------------
Income (loss) before taxes (2,621,938) 264,036
Provision for income taxes 19,896 158,467
------------ ------------
Net income (loss) (2,641,834) 105,569
Series B preferred stock dividend 0 55,403
Series B preferred stock discount amortization 0 18,750
------------ ------------
Net income (loss) attributable to common shares ($ 2,641,834) $ 31,416
============ ============
(Loss) per common share:
Net (loss) ($ 0.24) $ 0.01
Series B dividend preferred stock $ 0.00 ($ 0.01)
Series B discount amortization preferred stock $ 0.00 $ 0.00
============ ============
Net (loss) attributable to common shares $ 0.00 $ 0.00
============ ============
Weighted-average number of shares 11,134,147 9,652,210
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
THE NEW WORLD POWER CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Three Months Ended March 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
Notes 1996 1995
----- ----- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) ($ 2,641,834) $ 105,569
Adjustments to reconcile net earnings to net cash
used in operating activities:
Depreciation and amortization 1,195,745 495,167
Amortization of goodwill 2,510 64,783
Amortization of Series B preferred stock offering costs 0 10,062
Amortization of debt discount 314,442 0
Minority interest in net income of consolidated subsidiaries 3 17,712 107,031
Net equity (earnings) loss in non-consolidated affiliates 2 (62,358) 9,732
Changes in assets and liabilities, net of effect of acquisitions:
Decrease (increase) in accounts receivable 1,509,362 (1,950,933)
Decrease (increase) in inventories 233,110 (670,667)
(Increase) decrease in other current assets (223,333) 103,119
Increase (decrease) in accounts payable and accrued liabilities 523,114 (558,238)
------------ ------------
Cash flows (used in) operating activities 868,470 (2,284,375)
------------ ------------
Cash flows from investing activities:
Capital expenditures 659,130 (4,103,307)
Acquisition of subsidiaries, net of cash acquired 0 (1,512,090)
(Increase) decrease in notes receivable, net of capital lease obligations (4,902) 123,961
Investments in and advances to affiliates, including goodwill 0 (2,162,870)
Decrease (increase) in non-current assets 222,557 (1,421,445)
Increase(decrease) increase in non-current liabilites (724,028) 89,312
------------ ------------
Cash flows (used in) investing activities 152,757 (8,986,439)
------------ ------------
Cash flows from financing activities:
Increase in long-term debt 0 3,705,778
(Decrease) in due to shareholders 0 (1,000,006)
Decrease (increase) in restricted cash 321,545 (1,522,600)
Repayment of long-term debt (330,512) 0
Proceeds from issuance of Common Stock, net 0 8,951,769
------------ ------------
Cash flows provided by financing activities (8,967) 10,134,941
------------ ------------
Effect of exchange rate changes on cash (239,531) 95,851
------------ ------------
Net change in cash 772,729 (1,040,022)
Cash at beginning of period 681,369 3,889,333
------------ ------------
Cash at end of period $ 1,454,098 $ 2,849,311
============ ============
</TABLE>
Continues on following page
5
<PAGE>
THE NEW WORLD POWER CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Three Months Ended March 31, 1996 and 1995
(Unaudited)
Continued from prior page
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Non-cash investing and financing transactions:
Common stock issued for majority interest in Bellacorick $ 0 $637,500
Change in equity interest due to sale of subsidiarys' stock 625,468 0
Series B preferred stock dividend accrual 0 55,403
Series B preferred stock discount amortization 0 18,750
Supplemental disclosure of cash flow information: Cash paid during the period
for:
Interest expense $489,078 $ 85,389
Income taxes 19,896 5,467
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE>
NEW WORLD POWER CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
<TABLE>
<CAPTION>
Common Stock
------------ Currency Additional Retained Total
Number Amount of Translation paid in earnings
of shares Par Value Adjustments capital (deficit)
--------- --------- ----------- ------- --------- -----
<S> <C> <C> <C> <C> <C> <C>
Balance December 31, 1995 11,134,147 $111,341 $778,838 $79,857,172 ($59,724,101) $21,023,250
Issuance of Common Stock - - - - - -
Change in Minority Interest
due to sale of
subsidiary's stock - - - 625,469 - 625,469
Currency translation adjustments
on international
subsidiaries consolidation - - (239,531) - - (239,531)
Net (Loss), Three month period
ended March 31, 1996 - - - - (2,641,834) (2,641,834)
---------- -------- -------- ----------- -----------
========== ======== ======== =========== ============ ===========
Balance March 31, 1996 11,134,147 $111,341 $539,307 $80,482,641 ($62,365,935) $18,767,354
========== ======== ======== =========== ============ ===========
</TABLE>
See accompanying notes to consolidated fiancial statements
7
<PAGE>
NEW WORLD POWER CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
presentation of interim financial information. They do not include all
information and presentation of footnotes required by generally accepted
accounting principles for presentation of complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Certain reclassifications have been made to the financial statements
for the period ended March 31, 1995 to conform to the current period
presentation.
The reader is referred to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995 for information which may be useful in
understanding the Company's business and financial statement presentation.
NOTE 2. INVESTMENTS
The Company's investment in, and advances to unconsolidated affiliates
as of the balance sheet date, are as follows:
<TABLE>
<CAPTION>
1996
Company Equity Change Investments
- ------- ------------- -----------
<S> <C> <C> <C>
Photocomm 48% $ 106,359 $13,627,322
New World Entec S. A. 50% 0
San Jacinto Power Company 50% (44,001) 55,999
Fujian I Hydro Project 12% 0 3,500,000
------------------- ------------------
Totals $62,358 $17,183,321
=================== ==================
</TABLE>
NOTE 3. MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES
The interest of minority shareholders in consolidated subsidiaries are
recorded by deducting their proportional interest in the earnings (or losses, if
previous earnings have been recognized) of these companies. The minority
interest changes and the total minority interest as of the balance sheet date
are as follows:
8
<PAGE>
NEW WORLD POWER CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
<TABLE>
<CAPTION>
Minority Minority Minority
Interest Share of Interest
% 1996
Net Income
-------------- ----------------- ------------------
<S> <C> <C> <C>
R.E.I.L. (Bellacorick) 12 1/2% $ 260 $ 636,666
Solartec, S.A 49% 11,601 702,746
Joint Venture 24 1/2% 2,851 1,483
----------------- ------------------
Totals $17,712 $1,340,895
================= ==================
</TABLE>
The Company has a single project joint venture with its Solartec
subsidiary, the Santa Fe Project, and the results of the minority share are
shown separately above.
NOTE 4. CASH RESTRICTED IN USE
The United Kingdom and Ireland windfarms are required to accumulate
cash in escrow accounts to pay the next principal and interest payments before
cash flow from the windfarms is available for general corporate purposes. Cash
balances aggregating $1,649,748 are on deposit for these purposes, and are not
currently available for general corporate purposes. Because this cash will be
used to pay the current portion of debt and accrued interest, the cash is
reported as a current asset.
The Company has $107,634 of restricted cash representing collateral for
outstanding letters of credit. In addition, an amount of $2,590,627 is held in
escrow by the Company pursuant to a debt agreement.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
OVERVIEW
The New World Power Corporation, together with its consolidated
subsidiaries, ("the Company") produces and sells electric power generated from
renewable resources, including wind, solar, and hydroelectric, and develops and
acquires large-scale renewable power generating projects. The Company also
assembles and sells renewable power generating systems, including supplemental
generating units for local-grid systems and stand alone systems for remote
village, industrial and scientific applications.
9
<PAGE>
NEW WORLD POWER CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
RESULTS OF OPERATIONS
GENERAL
The results of operations for the first quarter of 1996 and 1995 are
dramatically different as a result of the methods of accounting for the
Company's investment in Photocomm. During the quarter ended March 31, 1995, the
Company acquired additional shares of common stock and other Photocomm
securities (immediately converted to common stock). As a result, after
consideration of the acquisition of the additional common stock and a short-term
voting agreement the Company had control of over 51% of Photocomm's issued and
outstanding common stock as of March 31, 1995. Accordingly, the Company
consolidated Photocomm into its financial statements for the period ended March
31, 1995.
At March 31, 1996, the Company owns 6,612,447 shares of Photocomm,
representing less than 50% of the issued and outstanding shares of Photocomm.
The decrease in the Company's ownership percentage from March 31, 1996 results
from various Photocomm equity transactions in which the Company did not
participate. Additionally, the short-term voting agreement expired during 1995.
As a result of the Company no longer having a controlling interest in Photocomm,
the investment in Photocomm is being accounted for on an equity basis.
GRID POWER PRODUCTION
REVENUES
Revenues are approximately the same during the first three months of
1996 as they were for the first three months of 1995. Revenues from the U.K.
windfarms and REIL for the period ending March 31, 1996 were $1,779,000 compared
to $1,706,000 for the same period last year. Wind speeds were below historical
norms during the first three months of 1996. The Company's Four Burrows windfarm
(placed in the service March 1995) offset the decrease from the Caton Moor
windfarm.
The wind patterns in the U.K. provide the strongest winds during
October through March and complement those domestically, where the strongest
winds are during April through September.
Power production from the Wolverine facility was up approximately
$70,000 from March 31, 1996 as compared to March 31, 1995. This increase is
primarily attributable to increase water flow.
COSTS
Costs are increased approximately $.8 million from March 31, 1996 as
compared to March 31, 1995. The increase is primarily attributable to use of
accelerated depreciation methods on the UK windfarms. Costs from the Wolverine
facility were approximately the same for both periods.
10
<PAGE>
NEW WORLD POWER CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
GROSS PROFIT
The current three month period shows a gross profit of $440,900
compared to $1,250,495 for the same period last year. The difference is
primarily attributable to the accelerated depreciation method used on the UK
windfarms.
GRID POWER PRODUCTION SERVICES
During 1995, as a result of continued losses and erosion of its
customer base, the Company discontinued its production services operations in
California. The operations, which contituted the Grip Power Services segment,
were sold in December 1995.
WIRELESS POWER
This photo-voltaic (solar) business segment includes Solartec S.A., and
a part of New World Power Technology Company (formerly Northern Power Systems).
These companies are in the business of developing, assembling, and marketing
photo-voltaic or solar electric power systems and related products domestically
and in South America.
SALES
Sales decreased approximately $4.5 million (65%) during the first three
months of 1996 compared to the same period last year. The deconsolidation of
Photocomm, Inc. was attributable for $5.7 million of the decrease. This decrease
was partially offset by a $1.1 million increase in Solartec revenues.
COSTS
The cost of operations decreased $3.4 million (65%) during the first
three months of 1996 as compared to the first three months of 1995. The
deconsolidation of Photocomm was attributable for $4.5 million of the
fluctuation. This decrease was partially offset by an increase of $.9 million
reported by Solartec.
OTHER PRODUCTS & SERVICES
This category includes the New World Power Technology Company
(non-solar segment), which provides scientific, engineering, and technology
services to both the Company and outside businesses and governmental units.
This category also includes the New World Village Power Company which
continues to be in a development stage, but for which the Company expects future
growth. This business unit provides stand alone power generation facilities for
remote villages. Village Power generation facilities may vary, but generally
consist of some combination of wind, solar, and diesel generation units.
11
<PAGE>
NEW WORLD POWER CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Sales and revenues decreased approximately 22%, while costs have
decreased by approximately 24%, principally due to the wind-down of costs
associated with the later stages of the Advanced Wind Turbine program, a joint
effort with the National Renewable Energy Laboratory. The result is a loss of
$5,141 for the three month period of 1996 compared to a loss in the three month
period of 1995 of $16,574.
RESEARCH & DEVELOPMENT
This is related principally to the New World Power Technology Company
above, and therefore is likely to continue to be a declining amount as more
resources are devoted to the Company's own business activities.
PROJECT DEVELOPMENT EXPENSES
These expenses are slightly above those of last year as the Company
continues to focus on those projects most likely to lead to financing and
construction in the reasonably near future, while expensing those costs where
future development is not expected.
In early 1996, the Company made certain additional cost reductions,
which are discussed in the Company's Annual Report on Form 10-K for the year
ended December 31, 1995.
SELLING, GENERAL & ADMINISTRATIVE EXPENSES
This category of expense decreased approximately $316,922 from the
corresponding period last year. This 14% decrease was primarily attributable to
the deconsolidation of Photocomm (approximately $1.0 million) offset by
increased corporate professional fees and other expenses of $375,000.
OPERATING INCOME (LOSS)
The Company achieved an operating loss during the current three months
of $1,688,580 compared to an operating profit of $88,708 for the same period
last year. The principal reasons for this are: [1] the decreased net
contribution from the Grid power production division due to the new windfarms
accelerated depreciation; and [2] the deconsolidation of Photcomm from the
Wireless power division.
OTHER INCOME AND (EXPENSES), NET
The interest expense increase of $734,629 is predominately due to
interest on the obligations incurred to finance construction of the UK windfarms
(Four Burrows) and the interest on the 8% Convertible Subordinated Notes.
The change reflected in the minority interests in the Company's
consolidated subsidiaries and the net equity earnings of the Company's
non-consolidated affiliates is primarily attributable to the inconsistent
accounting methods for Photocomm for the comparable periods.
12
<PAGE>
NEW WORLD POWER CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The Company benefited by net gains from two transactions in 1994 that
were not recurring for 1995. These transactions account for the fluctuation from
March 31, 1996 to March 31, 1995 in Other Income.
NET INCOME (LOSS)
A provision for income taxes on our Argentine profits has been
reflected. The Company cannot apply the Argentine profits against the available
USA tax loss carry-forwards.
The net loss for the three months was $2,641,834 compared to a net
income of $105,569 in the same period last year.
LIQUIDITY & CAPITAL RESERVES
During the first three months of 1996 the Company had little cash or
equity financings.
In January 1995, the Company completed the sale of common stock and
common stock purchase warrants and received net proceeds of $8,951,769.
In early 1995, the Company completed project financings for the Four
Burrows windfarm. The net proceeds from these loans were $3,440,221 in 1995.
At March 31, 1996, the Company had a working capital of deficit of
$17,957,125. The deficit in working capital is the result of inclusion of
certain debt obligations on which the Company defaulted subsequent to December
31, 1995 and for which the Company's restructured debt agreements require
certain levels of asset ales to be completed by certain dates. Uncertainties
exist as to whether the aforementioned provisions can be met.
13
<PAGE>
NEW WORLD POWER CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
PART II-OTHER INFORMATION
ITEM 5. OTHER MATTERS.
NONE
14
<PAGE>
NEW WORLD POWER CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) EXHIBITS
*3.1 Amended and Restated By-laws of The New World Power Corporation.
(Incorporated by reference herein to Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1995
10.2 Amendment No. 1 to Employment Agreement, dated as of March 1, 1996, by
and between the Company and John D. Kuhns. (Incorporated by reference
herein to Exhibit 10.41 to the 1995 10-K.)
10.3 Amendment No. 2 to Employment Agreement, dated as of March 31, 1996, by
and between the Company and John D. Kuhns. (Incorporated by reference
herein to Exhibit 10.42 to the 1995 10-K)
10.4 Consulting Agreement, dated as of February 7, 1996, between the Company
and Glass & Associates, Inc. (Incorporated by reference herein to
Exhibit 10.45 to the 1995 10-K.)
10.5 Agreement Engaging the Services of Glass & Associates, Inc. As Interim
Manager, dated April 18, 1996, between the Company and Glass &
Associates, Inc. (Incorporated by reference herein to Exhibit 10.46 to
the 1995 10-K.)
10.6 Financial Advisory Services Agreement, dated June 11, 1996, between the
Company and Oakes Fitzwilliams & Co. (Incorporated by reference herein
to Exhibit 10.47 to the 1995 10-K.)
*27 Financial Data Schedule
- ------------------
* Filed herewith.
15
<PAGE>
NEW WORLD POWER CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
b) REPORTS ON FORM 8-K
The Registrant filed a Form 8-K dated March 18, 1996 regarding
Amendment No. 2 to the Note and Warrant Purchase Agreement regarding
the Registrant's 8% Convertible Subordinated Notes due July 31, 2000
and Warrants.
16
<PAGE>
NEW WORLD POWER CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE NEW WORLD POWER CORPORATION
July 1, 1996 By /s/ John D. Kuhns
-----------------------------
John D. Kuhns
Chairman of the Board
July 1, 1996 By /s/ George P. Pentrenko
-----------------------------
George P. Pentrenko
Interim Chief Executive Officer
(principal financial and accounting officer)
17
Exhibit 3.2
THE NEW WORLD POWER CORPORATION
(A Delaware Corporation)
AMENDED AND RESTATED BY-LAWS
Effective March 28, 1996
ARTICLE I
OFFICES
Section 1. The Corporation's registered office in the State of Delaware
shall be in the City of Wilmington, County of New Castle.
Section 2. The Corporation may also have offices at such other places,
both within and without the State of Delaware, as the Board of Directors may
from time to time determine.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held at such place as may be fixed from time to time by the
Board of Directors, either within or without the State of Delaware. Meetings of
stockholders for any other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held at times
designated by the Board of Directors, and at such meetings the stockholders
shall elect, by a plurality vote, a Board of Directors, and transact such other
business as may properly be brought before the meeting.
Section 3. Written notice of the annual meeting shall be given to each
stockholder entitled to vote thereat at least ten days and not more than sixty
days before the date of the meeting.
Section 4. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, during ordinary business hours, for a period
of at least ten days prior to the election, either at a place within the city
where the election is to be held and which place shall be specified in the
notice of the meeting, or if not so specified, at the place where said meeting
is to be held, and the
<PAGE>
list shall be produced and kept at the time and place of election during the
whole time thereof, and subject to the inspection of any stockholder who may be
present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the Chairman of the Board or the Secretary, and
shall be called by the Chairman of the Board at the request in writing of a
majority of the Board of Directors, or at the request in writing of the
stockholders owning at least ten percent (10%) of the entire capital stock of
the Corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting of stockholders, stating
the time, place and object thereof, shall be given to each stockholder entitled
to vote thereat, not less than ten nor more than sixty days before the date
fixed for the meeting.
Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 10. Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such stockholder.
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<PAGE>
Section 11. Nominations of persons for election as directors at an
annual meeting or any special meeting of the stockholders called for the purpose
of electing directors (an "Election Meeting") may be made by the Board of
Directors or by any stockholder entitled to vote at such election Meeting.
Nominations by the Board of Directors shall be made at a meeting of the Board of
Directors or by unanimous written consent of directors in lieu of a meeting, not
less than twenty days prior to the date of the Election Meeting. At the request
of the Secretary, each proposed nominee shall provide the Corporation with such
information concerning such nominee as is required, under the rules of the
Securities and Exchange Commission, to be included in the Corporation's proxy
statement soliciting proxies for his or her election as a director. Not less
than ninety days prior to the date of an Election Meeting in the case of an
annual meeting, and not more than seven days following the date of notice of the
meeting in the case of a special meeting, any stockholder who intends to
nominate one or more persons for election as directors at such Election Meeting
shall deliver a notice to the Secretary of the Corporation setting forth the
name, age, business address and residence address of each such person; the
principal occupation or employment of each such person; the number of shares of
capital stock of the Corporation which are beneficially owned by each such
person; a statement that each such person is willing to be nominated; and such
other information concerning each such person as would be required, under the
rules of the Securities and Exchange Commission, in a proxy statement soliciting
proxies for the election of such person as a director. In the event that a
person is validly designated as a nominee by the Board and shall thereafter
become unable or unwilling to stand for election to the Board of Directors, the
Board of Directors, or a committee thereof may at any time before the Election
Meeting designate a substitute nominee. If the chairman of the Election Meeting
determines that a nomination was not made in accordance with the procedures set
forth in these By-Laws, such nomination shall be void.
Section 12. The Chairman of the Board or, in the absence of the
Chairman, the highest ranking officer of the Corporation who is present shall
call to order any meeting of the stockholders and act as chairman of the
meeting. The Secretary shall act as secretary of all meetings of the
stockholders. In the absence of the Secretary from any such meeting, the
secretary of such meeting shall be such person as the chairman of the meeting
appoints.
Section 13. The chairman of any meeting of the stockholders shall
determine the order of business and the procedure for the meeting, including
such regulation of the manner of voting and the conduct of discussion as he or
she determines to be in order.
Section 14. Any action required by statute to be taken at any annual or
special meeting of stockholders, or any action which may be taken at any annual
or special meeting of stockholders, may
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<PAGE>
be taken without a meeting, without prior notice and without a vote, if one or
more consents in writing, setting forth the action so taken, shall be signed by
the holders of issued and outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take action at a meeting
at which all shares entitled to vote thereon were present and voted. Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole
Board of Directors shall be not less than three (3) nor more than fifteen (15).
The number of directors for any year shall be the number fixed by resolution of
the Board of Directors or, in the absence of such resolution, the number elected
at the last annual meeting. The number of positions on the Board of Directors
for any year, as fixed in accordance with the preceding sentence, may be
increased at any time as provided by law. The directors shall be elected at the
annual meeting of the stockholders, except as provided in Section 2 of this
Article, and each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders. No decrease in the
authorized number of directors shall have the effect of removing any director
before that director's term of office expires, unless such director earlier
resigns or is removed from office.
Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, and the directors so chosen shall hold office
until the next annual meeting and until their successors are duly elected and
qualified.
Section 3. The business of the Corporation shall be managed by its
Board of Directors which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws directed or required to be exercised or done
by the stockholders.
Section 4. The Chairman of the Board shall elected by the majority vote
of the members of the Board of Directors. The Chairman of the Board shall not be
an officer of the Corporation and shall have such duties as determined by these
By-Laws or as from time to time determined by the Board of Directors of the
Corporation.
Section 5. A Vice Chairman of the Board may be designated by the Board
of Directors to perform the duties of the Chairman in
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<PAGE>
case of his or her absence, death or inability to act, with all the powers of
the Chairman of the Board.
Meetings of the Board of Directors
Section 6. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
Section 7. The first meeting of each newly elected Board of Directors
shall be held immediately following the final adjournment of the annual meeting
of the stockholders. No notice of such a meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present.
Section 8. Regular meetings of the Board of Directors may be held
without notice at such time and such place as shall from time to time be
determined by the Board.
Section 9. Special meetings of the Board may be called by the Chairman
of the Board on forty-eight (48) hours notice to each director, either
personally or by mail or by facsimile or overnight delivery service setting
forth the time and place thereof; special meetings shall be called by the
Chairman or Secretary in like manner and on like notice on the written request
of at least one third of the directors.
Section 10. At all meetings of the Board, a majority of the directors
then in office shall constitute a quorum for the transaction of business and the
vote of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board, except as may be otherwise specifically
provided by statute or by the Certificate of Incorporation. If a quorum shall
not be present at any meeting of the Board of Directors, the directors present
thereat may adjourn the meeting from time to time, without notice other than an
announcement at the meeting, until a quorum shall be present.
Section 11. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee may be taken without a
meeting if all members of the Board or committee, as the case may be, consent in
writing and such written consent is filed with the minutes of proceedings of the
Board or committee.
Section 12. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, members of the Board of Directors or any
committee of the Board may participate in a meeting of the Board or such
committee by means of a conference
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<PAGE>
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in the
meeting in this manner shall constitute presence in person at such meeting.
Committees of Directors
Section 13. The directors may appoint an executive committee from their
number. The executive committee may make its own rules of procedure and shall
meet where and as provided by such rules, or by a resolution of the directors. A
majority shall constitute a quorum, and in every case the affirmative vote of a
majority of all the members of the committee shall be required for the adoption
of any resolution.
Section 14. During the intervals between the meetings of the directors,
the executive committee may exercise all the powers of the directors in the
management and direction of the business of the Corporation, in such manner as
such committee shall deem to be in the interest of the Corporation, and in all
cases in which specific directions shall not have been given by the directors,
subject to any limitations imposed by statute or the Certificate of
Incorporation.
Section 15. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more other committees, each
committee to consist of one or more of the directors of the Corporation, which,
to the extent provided in the resolution, shall have and may exercise the powers
of the Board of Directors in the management of the business and affairs of the
Corporation and may authorize the seal of the Corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
Board of Directors.
Section 16. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors.
Compensation of Directors
Section 17. Each director who is not a compensated employee of the
Corporation shall be entitled to receive from the Corporation such amount per
annum or such fees for attendance at directors' meetings, or both, and such
additional amounts for service upon committees as the Board of Directors shall
from time to time determine, together with reimbursement for the reasonable
expenses incurred by him in connection with the performance of his duties.
Nothing in this section shall preclude any director from serving the Corporation
or any subsidiary in any other capacity and receiving proper compensation
therefor.
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<PAGE>
ARTICLE IV
NOTICES
Section 1. Notices to directors and stockholders shall be in writing
and delivered personally or mailed or sent by facsimile or overnight delivery
service to the directors or stockholders at their addresses appearing on the
books of the Corporation. Notice shall be deemed to be given at the time when
the same shall be mailed or sent as provided above.
Section 2. Whenever any notice is required to be given by statute, the
Certificate of Incorporation or these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the Corporation shall be appointed by the
Board of Directors and shall consist of a Chief Executive Officer, a President,
one or more Vice Presidents, including one or more Executive Vice Presidents, a
Secretary and a Treasurer. The Board of Directors may also appoint one or more
Assistant Secretaries and Assistant Treasurers. Two or more offices may be held
by the same person.
Section 2. The Board of Directors at its first meeting after each
annual meeting of the stockholders shall choose a Chief Executive Officer, a
President, one or more Vice Presidents, a Secretary and a Treasurer.
Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary or appropriate who shall hold their offices
for such terms and shall exercise such powers and perform such duties as shall
be determined from time to time by the Board.
Section 4. The compensation of all officers of the
Corporation shall be fixed by the Board of Directors.
Section 5. The officers of the Corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.
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<PAGE>
Chief Executive Officer
Section 6. The Chief Executive Officer, subject to the control of the
Board of Directors, shall in general supervise and control all of the business
and affairs of the Corporation. He or she, or any officer elected by the Board
of Directors whom he or she may designate, may specify from time to time the
banks in which the Corporation shall deposit its funds, what types of accounts
it shall maintain and who may sign checks and drafts on such accounts and in
what combinations. The Chief Executive Officer, or another person appointed by
the Chief Executive Officer as his or her substitute, shall, unless otherwise
directed by the Board of Directors, attend in person, or shall execute on behalf
of the Corporation written instruments appointing a proxy or proxies to
represent the Corporation at all meetings of the stockholders of any corporation
in which the Corporation shall hold any voting securities. At all such meetings
and otherwise, the Chief Executive Officer, in person or by substitute or proxy,
may vote such securities so held by the Corporation and may execute written
consents and other instruments with respect to such securities and may exercise
on behalf of the Corporation any and all rights and powers incident to the
ownership thereof, subject, however, to the instructions, if any, of the Board
of Directors. In addition, he or she shall have such other powers and duties as
may be prescribed by the Board of Directors from time to time.
President
Section 7. The President shall perform all duties as may from time to
time be designated by the Chief Executive Officer or the Board of Directors.
Vice-Presidents
Section 8. The Vice-President, or if there shall be more than one, the
Vice-Presidents in the order determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties and have such other
powers as the Chief Executive Officer or the Board of Directors may from time to
time prescribe.
Secretary and Assistant Secretaries
Section 9. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and the Board of Directors in a book to be kept
for that purpose and shall perform like duties for the standing committees when
required. The
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<PAGE>
Secretary shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or Chief
Executive Officer, under whose supervision the Secretary shall be. The Secretary
shall have custody of the corporate seal of the Corporation and the Secretary,
or an Assistant Secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by his or her
signature or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his signature.
Section 10. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform such other duties and
exercise the powers of the Secretary and shall perform such other duties and
have such other powers as the Chief Executive Officer or Board of Directors may
from time to time prescribe.
Treasurer and Assistant Treasurers
Section 11. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Chief Executive Officer or the
Board of Directors.
Section 12. The Treasurer shall disburse the funds of the Corporation
as may be ordered by the Chief Executive Officer or the Board of Directors,
taking proper vouchers for such disbursements, and shall render to the and the
Board of Directors, at its regular meeting, or when the Board of Directors so
requires, an account of all his or her transactions as Treasurer and of the
financial condition of the Corporation.
Section 13. If required by the Board of Directors, the Treasurer shall
give the Corporation a bond (which shall be renewed every six years) in such sum
and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of the Treasurer's office
and for the restoration to the Corporation, in case of his or her death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his or her possession or under his
or her control belonging to the Corporation.
Section 14. The Assistant Treasurer, or if there shall be more than
one, the Assistant Treasurers in the order determined by
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<PAGE>
the Board of Directors, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Chief Executive Officer or
the Board of Directors may from time to time prescribe.
Indemnification
Section 15. Each person who is or was a director, officer, employee or
agent of the Corporation or a director who is or was serving at the request of
the Corporation as an officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (an "indemnitee"), shall be indemnified and
held harmless by the Corporation to the fullest extent authorized by law (but,
in the case of any amendment to the applicable statute, only to the extent that
such amendment permits the Corporation to provide broader indemnification rights
than such statute permitted the Corporation to provide prior to such amendment),
against any and all expenses, liabilities and losses (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith; provided, however, that the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by the Board
of Directors. The Corporation may, but shall not be obligated to, maintain
insurance, at its expense, for its benefit in respect of such indemnification
and that of any such person whether or not the corporation would otherwise have
the power to indemnify such person.
Section 16. The right to indemnification conferred in Section 16 shall
include the right to be paid by the Corporation the expenses (including
attorneys' fees) incurred in defending any such proceeding in advance of its
final disposition (an "advancement of expenses"); provided, however/ that, if
applicable law requires an advancement of expenses incurred by an indemnitee in
his capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such indemnitee, including, without limitation,
service to an employee benefit plan) shall be made only upon delivery to the
Corporation of an undertaking (an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal (a "final adjudication") that such indemnitee is not entitled to be
indemnified for such expenses under this Section 16 or otherwise. The rights to
indemnification and to the advancement of expenses conferred in Sections 15 and
16 of this Article V shall be deemed to be contract rights and such rights shall
continue as to an indemnitee who has ceased to be a
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<PAGE>
director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators.
Section 17. The right to indemnification and to the advancement of
expenses conferred in this Article V shall not be exclusive of any other right
which any person may have or may hereafter acquire under any statute, the
Certificate of Incorporation, By-Laws, agreement, or vote of stockholders or
disinterested directors or otherwise.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the Corporation shall be entitled
to have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board, the Vice Chairman of the Board, the President or a
Vice-President and the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary of the Corporation, certifying the number of shares owned
by such holder in the Corporation.
Section 2. Where a certificate is signed by a transfer agent or an
assistant transfer agent (other than the Corporation or a transfer clerk who is
an employee of the Corporation), or by a registrar (other than the Corporation
or its employee), all officer signatures may be a facsimile. If any officer,
transfer agent or registrar who has signed or whose facsimile signature or
signatures have been used on a certificate shall cease to be such officer,
transfer agent or registrar, whether because of death, resignation or otherwise,
before such certificate or certificates have been delivered by the Corporation,
such certificate or certificates may nevertheless be adopted by the Corporation
and be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer, transfer agent or registrar.
Transfer Agent and Registrar
Section 3. The Corporation may have such transfer agents and registrars
as the Board of Directors may designate and appoint.
Lost Certificates
Section 4. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost or destroyed,
upon the making of an affidavit of the fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its
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<PAGE>
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his or her legal
representative, to advertise the same in such manner as it shall require and/or
to give the Corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.
Transfers of Stock
Section 5. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Record Date
Section 6. The Board of Directors may fix a record date, which shall
not be more than sixty nor less than ten days before the meeting of
stockholders, or the date for payment of any dividend, or the date for the
allotment of rights, or the date when any change, conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, for the determination of the stockholders entitled to notice of, and to
vote at, any such meeting, and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to exercise
the rights in respect of any such change, conversion or exchange of capital
stock, or to give such consent, and in such case such stockholders and only such
stockholders as shall be stockholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, or to give such consent, as the case may be
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.
Registered Stockholders
Section 7. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by applicable law.
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<PAGE>
ARTICLE VII
GENERAL PROVISIONS
Dividends
Section 1. Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property or in shares of capital stock,
subject to the provisions of the Certificate of Incorporation.
Section 2. Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
Resignations
Section 3. Any director, member of any committee or other officer may
resign at any time. Such resignation shall be made in writing, and shall take
effect at the time specified therein, and if no time be specified therein at the
time of its receipt by the Chief Executive Officer or Secretary. The acceptance
of a resignation shall not be necessary to make it effective.
Checks
Section 4. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Chief Executive Officer or the Board of Directors may from time to time
designate.
Fiscal Year
Section 5. The fiscal year of the Corporation shall be as determined by
the Board of Directors.
Seal
Section 6. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
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<PAGE>
ARTICLE VIII
AMENDMENTS
These By-Laws may be amended or repealed at any regular
meeting of the stockholders or of the Board of Directors or at any special
meeting of the stockholders or of the Board of Directors if notice of such
amendment or repeal be contained in the notice of such special meeting. Such
action by the Board of Directors may be effected only by the affirmative vote of
at least a majority of the directors then in office.
The foregoing is a true and correct copy of the By-Laws
effective as of March 28, 1996.
Attest:
Secretary
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE COMPANY'S FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,454,098
<SECURITIES> 0
<RECEIVABLES> 4,348,009
<ALLOWANCES> 0
<INVENTORY> 1,638,060
<CURRENT-ASSETS> 12,330,126
<PP&E> 27,520,001
<DEPRECIATION> 7,894,702
<TOTAL-ASSETS> 61,938,816
<CURRENT-LIABILITIES> 30,287,251
<BONDS> 0
0
0
<COMMON> 111,341
<OTHER-SE> 17,325,059
<TOTAL-LIABILITY-AND-EQUITY> 61,938,816
<SALES> 4,742,028
<TOTAL-REVENUES> 4,742,028
<CGS> 3,849,656
<TOTAL-COSTS> 6,430,608
<OTHER-EXPENSES> 155,923
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,089,281
<INCOME-PRETAX> (2,621,938)
<INCOME-TAX> 19,896
<INCOME-CONTINUING> (2,641,834)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
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