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As Filed with the Securities and Exchange Commission on February 22, 1999.
Registration Number 0-20101
- ---------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
URECOATS INDUSTRIES INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-3545304
- ------------------------------- --------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4100 North Powerline Road, Suite F-1
Pompano Beach, Florida 33073
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(Address of Principal Executive Offices) (Zip Code)
Urecoats Industries Inc.
1999 Consultant and Employee Stock Purchase and Option Plan
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(Full title of the Plan)
Alfred V. Greco, P.C.
666 Fifth Avenue (14th Floor)
New York, New York 10103
Telephone: (212) 246-6550
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered share (a) price (a) fee (a)
- -------------- ------------ --------- ---------- ------------
Common Stock
$.01 par value 8,000,000 $ .50 $4,000,000 $ 1,112.00
(a) estimated solely for purposes of computing filing fee.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1: Plan Information.
The information required by Part I is included in documents to be sent or
given to the participants.
ITEM 2: Registration Information and Employee Plan Annual Information.
Upon written or oral request, Urecoats Industries Inc., a Delaware
corporation (the "registrant") will provide, without charge, a copy of
all documents incorporated by reference in Item 3 of Part II of this
registration statement, which are incorporated by reference in the Section
10(a) prospectus, and all other documents required to be delivered to
employees pursuant to Rule 428(b) promulgated under the Securities Act of
1933, as amended (the "Securities Act"). All requests should be made to
Urecoats Industries Inc., attn: Larry T. Clemons, President, 4100 North
Powerline Road, Suite F-1, Pompano Beach, Florida 33073, telephone number
(954)977-5428.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: Incorporation of Documents by Reference.
The following documents, which are on file with the Securities and Exchange
Commission (the "Commission"), are incorporated in this registration
statement by reference:
(a) The registrant's latest annual report on Form 10-KSB.
(b) All other reports filed by the registrant pursuant to
sections 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") since the end of the year covered by the
Form 10-KSB referred to in (a) above.
(c) Not Applicable.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment to the registration statement
which indicates that all of the shares of common stock offered have been
sold or which deregisters all of such shares then remaining unsold, shall
be deemed to be incorporated by reference in the registration statement and
to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.
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ITEM 4: Description of Securities.
The registrant is authorized to issue One Hundred Million (100,000,000)
shares of Common Stock. The par value of each of said shares is $.01. All
such shares are of one class, which shares of Common Stock have full voting
and dividend rights (subject to such preferential dividend rights as may be
applicable to shares of Preferred Stock) but without cumulative voting
rights or any pre-emptive rights.
ITEM 5: Interests of Named Experts and Counsel.
Not Applicable
ITEM 6: Indemnification of Directors and Officers.
The registrant's Restated Certificate of Incorporation generally provides
For the maximum indemnification of a corporation's officers and directors
As permitted by law in the State of Delaware. Delaware law empowers a
corporation to indemnify any person who was or is a party or who is
threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except in the case of an action by or in the right of the
corporation, by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation or other enterprise. Depending on the character of
the proceeding, a corporation may indemnify against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceedings, had no reasonable cause to believe his or her conduct was
unlawful.
A corporation may indemnify any person who was or is a party or is
Threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation or other enterprise, against expenses, including
amounts paid in settlement and attorney's fees actually and reasonably
incurred by him or her in connection with the defense or settlement of the
action or suit if he or she acted in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests
of the corporation. Indemnification may not be made for any claim issue
or matter as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to the
corporation unless and only to the extent that the court in which the
action or suit was brought or other court of competent jurisdiction
Page 3 of 20
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determines upon application that in view of all the circumstances of the
case, the person is fairly and reasonably entitled to indemnity for which
expenses as the court deems proper.
To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to above, or in defense of any claim, issue or
matter therein, he or she must be indemnified by the corporation against
expenses, including attorney's fees, actually and reasonably incurred by
him or her in connection with the defense. Any indemnification under this
section, unless ordered by a court or advanced pursuant to this section,
must be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The determination must
be made: (a) by the stockholders; (b) by the board of directors by
majority vote or a quorum consisting of directors who were not parties to
the action, suit or proceeding; (c) if a majority vote of a quorum
consisting of directors who were not parties to the action, suit or
proceeding so orders, by independent legal counsel in a written opinion;
or (d) if a quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal
counsel in a written opinion.
The restated certificate of incorporation, the bylaws or an agreement
made by the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal action, suit or
proceeding must 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 or she is not entitled to be indemnified by the
corporation. The provisions of this section do not affect any rights to
advancement of expenses to which corporate personnel other than directors
or officers may be entitled under any contract or otherwise by law.
The indemnification and advancement of expenses authorized in or ordered
by a court pursuant to this section: (a) does not exclude any other rights
to which a person seeking indemnification or advancement or expenses may
be entitled under the articles of incorporation or any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, for either
an action in his or her official capacity or an action in another capacity
while holding his or her office, except that indemnification, unless
ordered by a court pursuant to this section or for the advancement of any
director or officer if a final adjudication establishes that his or her
acts or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action; and (b)
continues for a person who has ceased to be a director, officer, employee
or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
Page 4 of 20
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ITEM 7: Exemption From Registration Claimed.
Not Applicable
ITEM 8: Exhibits.
The exhibits to this registration statement are listed in the Exhibit Index
elsewhere herein.
ITEM 9: Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section
15(d) of the Exchange Act that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
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(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of
the Exchange Act) that is incorporated by reference in this
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pompano Beach, State of Florida,
on February 19, 1999.
URECOATS INDUSTRIES INC.
(Registrant)
By: /s/ Larry T. Clemons
-------------------------------
Mr. Larry T. Clemons - President
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and
on the date indicated.
Name Capacities Date
- ------------------------ ------------------------ -----------------
/s/ Richard J. Kurtz Chairman of the Board February 19, 1999
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Mr. Richard J. Kurtz
/s/ Edgar M. Reynolds Vice President, February 19, 1999
- ------------------------ Treasurer and Director
Mr. Edgar M. Reynolds
/s/ Howard Weiser Secretary and Director February 19, 1999
- ------------------------
Mr. Howard Weiser
/s/ David M. Goldblatt Director February 19, 1999
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Mr. David M. Goldblatt
/S/ Stuart B. Krost Director February 19, 1999
- ------------------------
Mr. Stuart B. Krost
/ / Director February 19, 1999
- ------------------------
Mr. Charles A. Gargano
Page 7 of 20
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The Plan. Pursuant to the requirements of the Securities Act, the trustees
(or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pompano Beach, State
of Florida, on February 19, 1999.
1999 CONSULTANT AND EMPLOYEE STOCK PURCHASE AND OPTION PLAN
(Plan)
By: /s/ Howard Weiser
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Mr. Howard Weiser
Secretary
By: /s/ Edgar M. Reynolds
-------------------------------
Mr. Edgar M. Reynolds
Treasurer
Page 8 of 20
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EXHIBIT INDEX
Page in Sequential
Exhibit Number System
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(1) Not Applicable
(2) Not Applicable
(3) Not Applicable
(4) Instruments defining the rights of security
holders, including indentures.
(i) Excerpts of the Company's Restated
Certificate of Incorporation, as amended. 10-12
(ii) Excerpts of the Company's By-Laws, as
amended. 13-18
(5) Opinion on legality.
(i) Consent and Opinion of Alfred V. Greco, PC 19
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10) Not Applicable
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Not Applicable
(18) Not Applicable
(19) Not Applicable
(20) Not Applicable
(21) Not Applicable
(22) Not Applicable
(23) Consent of experts and Counsel
(i) Consent of Joel S. Baum, CPA, PA 20
(ii) Consent of Alfred V. Greco, PC
(included in (5) above) 19
(24) Not Applicable
(25) Not Applicable
(26) Not Applicable
(27) Not Applicable
(28) Not Applicable
(99) Not Applicable
Page 9 of 20
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EXHIBIT 4(i)
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EXCERPTS FROM RESTATED CERTIFICATE OF INCORPORATION
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Article "FOURTH", as amended, reads as follows:
"FOURTH: Capital Stock. A. The total number of shares of stock which
the Corporation shall have the authority to issue is One Hundred and Two
Million (102,000,000) shares of which One Hundred Million (100,000,000)
shall be Common Stock of the par value of One Cent ($.01) per share
(hereinafter called the "Common Stock") and of which Two Million
(2,000,000) shares shall be Preferred Stock of the par value of One
Dollar ($1.00) per share (hereinafter called the "Preferred Stock").
B. Provisions Relating to the Preferred Stock. Shares of the
Preferred Stock may be issued from time to time in series, and the Board
of Directors of the Corporation is hereby authorized, subject to the
limitations provided by law, to establish and designate one or more
series of the Preferred Stock, to fix the number of shares constituting
each series, and to fix the designations, powers, preferences and
relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, of each series and
the variations and the relative rights, preferences and limitations as
between series, and to increase and to decrease the number of shares
constituting each series. The authority of the Board of Directors of the
Corporation with respect to each series shall include, but shall not be
limited to, the authority to determine the following:
(i) The designation of such series.
(ii) The number of shares initially constituting such
series.
(iii) The increase, and the decrease to a number not less
than the number of the outstanding shares of such
series, of the number of shares constituting such
series theretofore fixed.
(iv) The rate or rates, and the conditions upon and the
times at which dividends on the shares of such
series shall be paid, the preference of relation
which such dividends shall bear to the dividends
payable on any other class or classes or on any
other series of stock of the Corporation, and
whether or not such dividends shall be cumulative,
and, if such dividends shall be cumulative, the
date or dates from and after which they shall
accumulate.
Page 10 of 20
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(v) Whether or not the shares of such series shall be
redeemable, and, if such shares shall be
redeemable, the terms and conditions of such
redemption, including, but not limited to, the date
or dates upon or after which such shares shall be
redeemable and the amount per share which shall be
payable upon such redemption, which amount may vary
under different conditions and at different
redemption dates.
(vi) The rights which the holders of the shares of such
series shall be entitled upon the voluntary or
involuntary liquidation, dissolution or winding up
of, or upon any distribution of the assets of, the
Corporation, which rights may be different in the
case of a voluntary liquidation, dissolution or
winding up than in the case of such an involuntary
event.
(vii) Whether or not the shares of such series shall have
voting rights, in addition to the voting rights
provided by law, and, if such shares shall have
such voting rights, the terms and conditions
thereof, including, but not limited to, the right
of the holders of such shares to vote as a separate
class either alone or with the holders of shares of
one or more other series of the Preferred Stock and
the right to have more than one vote per share.
(viii) Whether or not a sinking fund or a purchase fund
shall be provided for the redemption or purchase of
the shares of such series, and, if such a sinking
fund or purchase fund shall be provided, the terms
and conditions thereof.
(ix) Whether or not the shares of such series shall be
convertible into, or exchangeable for, shares of
any other class or classes or any other series of
the same or any other class or classes of stock of
the Corporation, and, if provision be made for
conversion or exchange, the terms and conditions of
conversion or exchange, including, but not limited
to, any provision for the adjustment of the
conversion or exchange rate or the conversion or
exchange price.
(x) Any other relative rights, preferences and
limitations.
Page 11 of 20
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C. Provisions Relating to the Common Stock.
(i) Subject to the preferential dividend rights
applicable to shares of the Preferred Stock, as
determined by the Board of Directors of the
Corporation pursuant to the provisions of part B of
this Article FOURTH, the holders of shares of the
Common Stock shall be entitled to receive such
dividends as may be declared by the Board of
Directors of the Company.
(ii) Subject to the preferential liquidation rights and
except as determined by the Board of Directors of
the Corporation pursuant to the provisions of part
B of this Article FOURTH, in the event of any
voluntary or involuntary liquidation, dissolution
or winding up of, or any distribution of the assets
of, the Corporation, the holders of shares of the
Common Stock shall be entitled to receive all of
the assets of the Corporation available for
distribution to its stockholders ratably in
proportion to the number of shares of the Common
Stock held by them.
(iii) Except as otherwise determined by the Board of
Directors of the Corporation pursuant to the
provisions of part B of this Article FOURTH, the
holders of shares of the Common Stock shall be
entitled to vote on all matters at all meetings of
the stockholders of the Corporation, and shall be
entitled to one vote for each share of the Common
Stock entitled to one vote for each share of the
Common Stock entitled to vote at such meeting,
voting together with the holders of the Preferred
Stock who are entitled to vote, and not as a
separate class."
Article "FIFTH" reads as follows:
"FIFTH. Board of Directors and By-Laws. All corporate powers shall be
exercised by or under the direction of the Board of Directors, except as
otherwise provided by statute or by this Certificate of Incorporation, or
any amendment thereof, or by the By-Laws. Directors need not be elected
by written ballot. The By-Laws may be adopted, amended or repealed by
the Board of Directors of the Corporation, except as otherwise provided
by law, but any By-Law made by the Board of Directors is subject to
amendment or repeal by the stockholders of the Corporation."
Page 12 of 20
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EXHIBIT 4(ii)
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EXCERPTS FROM BY-LAWS
---------------------
Article I, as amended, reads as follows:
"ARTICLE I
Meetings of Stockholders
SECTION 1. Annual Meeting. The annual meeting of the stockholders
of Urecoats Industries Inc. (hereinafter, the "Corporation") for the
election of directors and for the transaction of such other proper
business shall be held on such date and at such time as may be fixed by
the Board of Directors or if no date and time are so fixed on the second
Tuesday in November of each year, at the office of the Corporation or at
such other place, and at such hour as shall be designated by the Board of
Directors, or, if no such time be fixed, then at 10:00 in the forenoon.
SECTION 2. Special Meetings. Special meetings of the
stockholders, unless otherwise prescribed by statute, may be called at
any time by the Board of Directors or by the holder or holders of more
than a majority of the outstanding shares of Common Stock entitled to
vote at such meeting.
SECTION 3. Notice of Meetings. Written notice of each meeting of
the stockholders, which shall state the place, date and hour of the
meeting and the purpose or purposes for which it is called, shall be
given not less than ten nor more than sixty days before the date of such
meeting to each stockholder entitled to vote at such meeting, and, if
mailed, it shall be deposited in the United States mail, postage prepaid,
directed to the stockholder at his address as it appears on the records
of the Corporation. Any such notice for any meeting other than the
annual meeting shall indicate that it is being issued at the direction of
the Board. Whenever notice is required to be given, a written waiver
thereof signed by the person entitled thereto, whether before or after
the time stated therein, shall be deemed equivalent to notice. Attendance
of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. When a
meeting is adjourned to another time or place, notice need not be given
if the time and place thereof are announced at the meeting at which the
adjournment is taken. If the adjournment is for more than thirty days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
Page 13 of 20
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SECTION 4. Quorum. At any meeting of the stockholders the holders
of the majority of the shares, issued and outstanding and entitled to
vote, shall be present in person or represented by proxy in order to
constitute a quorum for the transaction of any business. In the absence
of a quorum, the holders of a majority of the shares present in person or
represented by proxy and entitled to vote may adjourn the meeting from
time to time. At any such adjourned meeting at which a quorum may be
present, the Corporation may transact any business which might have been
transacted at the original meeting.
SECTION 5. Organization. At each meeting of the stockholders, the
Chairman of the Board, or in his absence or inability to act, the
President or, in his absence or inability to act, a Vice President or, in
his absence of inability to act, any person chosen by the majority of
those stockholders present in person or represented by proxy shall act as
chairman of the meeting. The Secretary or, in his absence or inability
to act, any person appointed by the chairman of the meeting shall act as
secretary of the meeting and keep the minutes thereof.
SECTION 6. Order of Business. The order of business at all
meetings of the stockholders shall be as determined by the chairman of
the meeting.
SECTION 7. Voting. Unless otherwise provided in the Certificate
of Incorporation, and subject to statute, each stockholder shall be
entitled to one vote for each share of capital stock held by such
stockholder:
(a) on the date fixed pursuant to the provisions of Section 5
of Article V of these By-Laws as the record date for the
determination of the stockholders to be entitled to notice
of or to vote at such meeting; or
(b) if no record date is fixed, then at the close of business
on the day next preceding the day on which notice is
given.
Each stockholder entitled to vote at any meeting of stockholders or to
express consent or dissent to corporate action in writing without a
meeting may authorize another person or persons to act for him by proxy.
Any such proxy shall be delivered to the secretary of such meeting at or
prior to the time designated in the order of business for so delivering
such proxies. Except as otherwise required by statute, the Certificate
of Incorporation or these By-Laws, a majority of the votes cast at a
meeting of the stockholders shall be necessary to authorize any corporate
action to be taken by vote of the stockholders. Unless required by
statute, or determined by the chairman of the meeting to be advisable,
the vote on any question other than the election of directors need not be
by ballot. On a vote by ballot, each ballot shall be signed by the
stockholder voting, or by his proxy if there be such proxy, and shall
state the number of shares voted.
Page 14 of 20
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SECTION 8. List of Stockholders. A list of the stockholders
entitled to vote at any meeting shall be produced and kept at the time
and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
SECTION 9. Inspectors. The Board may, in advance of any meeting
of stockholders, appoint one or more inspectors to act at such meeting or
any adjournment thereof. If the inspectors shall not be so appointed or
if any of them shall fail to appear or act, the chairman of the meeting
shall appoint inspectors. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict impartiality
and according to the best of his ability. The inspectors shall determine
the number of shares outstanding and the voting power of each, the number
of shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots
or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On
request of the chairman of the meeting or any stockholder entitled to
vote thereat, the inspectors shall make a report in writing of any
challenge, question or matter determined by them and shall execute a
certificate of any fact found by them. No director or candidate for the
office of director shall act as an inspector of an election or directors.
Inspectors need not be stockholders."
Article II, in pertinent part, reads as follows:
"ARTICLE II
Board of Directors
SECTION 1. General Powers. The business and affairs of the
Corporation shall be managed by or under the direction of a Board of
Directors. The Board may exercise all such authority and powers of the
Corporation and do all such lawful acts and things as are not by statute
or the Certificate of Incorporation directed or required to be exercised
or done by the stockholders.
SECTION 2. Number, Qualifications, Election and Term of Office.
The Board of Directors shall initially consist of two Directors. Each
director shall hold office until the annual meeting of stockholders of
the Corporation next succeeding his election or until his successor is
duly elected and qualified. Directors need not be stockholders. The
Board of Directors, by the vote of a majority of the entire Board, may
fix the number of Directors to a number not exceeding seven and may
decrease the number of Directors to a number not less than one, but any
such decrease shall not affect the term of office of any Director.
Vacancies occurring by reason of any such increase or decrease shall be
filled in accordance with section 13 of this Article II.
Page 15 of 20
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SECTION 13. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be
filled by the vote of a majority of the directors then in office,
although less than a quorum. If there are no directors in office, then a
special meeting of stockholders for the election of directors may be
called and held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then
in office shall constitute less than a majority of the entire Board (as
constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders holding
at least ten percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order
an election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then
in office, in the manner provided by statute. When one or more directors
shall resign from the Board, effective at a future date, a majority of
the directors then in office, including those who have so resigned, shall
have power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective, and
each director so chosen shall hold office until the next election of
directors and until their successors shall be elected and qualified.
SECTION 14. Removal of Directors. Except as otherwise provided in
the Certificate of Incorporation or in these By-Laws, any director may be
removed, either with or without cause, at any time, by the affirmative
vote of the holders of record or a majority of the issued and outstanding
stock entitled to vote for the election of directors of the Corporation
given at a special meeting of the stockholders called and held for the
purpose; and the vacancy in the Board caused by such removal may be
filled by such stockholders at such meeting, or, if the stockholders
shall fail to fill such vacancy, as in these By-Laws provided."
Article V reads as follows:
"ARTICLE V
Shares, etc.
SECTION 1. Stock Certificates. 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 or the President or
a Vice President, and by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary, certifying the number of shares
owned by him in the Corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed
upon such certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may nevertheless
be issued by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.
Page 16 of 20
<PAGE>
SECTION 2. Books of Account and Record of Stockholders. The books
and records of the Corporation may be kept at such places, within or
without the State of Delaware, as the Board of Directors may from time to
time determine. The stock record books and the blank stock certificate
books shall be kept by the Secretary or by any other officer or agent
designated by the Board of Directors.
SECTION 3. Transfer of Shares. Transfers of shares of stock of
the Corporation shall be made on the stock records of the Corporation
only upon authorization by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary or with a transfer agent or transfer clerk, and
on surrender of the certificate or certificates for such shares properly
endorsed or accompanied by a duly executed stock transfer power and the
payment of all taxes thereon. Except as otherwise provided by law, the
Corporation shall be entitled to recognize the exclusive right of a
person in whose name any share or shares stand on the record of
stockholders as the owner of such share or shares for all purposes,
including, without limitation, the rights to receive dividends or other
distributions, and to vote as such owner, and the Corporation may hold
any such stockholder of record liable for calls and assessments and the
Corporation shall not be bound to recognize any equitable or legal claim
to or interest in any such shares or shares on the part of any other
person whether or not it shall have express or other notice thereof.
Whenever any transfers of shares shall be made for collateral security
and not absolutely, and both the transferor and transferee request the
Corporation to do so, such fact shall be stated in the entry of the
transfer.
SECTION 4. Regulations. The Board may make such additional rules
and regulations, not inconsistent with these By-Laws, as it may deem
expedient concerning the issue, transfer and registration of certificates
for shares of stock of the Corporation. It may appoint, or authorize any
officer or officers to appoint, one or more transfer agents or one or
more transfer clerks and one or more registrars and may require all
certificates for shares of stock to bear the signature or signatures of
any of them.
SECTION 5. Fixing of Record Date. In order that the Corporation
may determine the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to
express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty nor less than ten days before
the date of such meeting, nor more than sixty days prior to any other
action.
Page 17 of 20
<PAGE>
SECTION 6. Lost, Stolen or Destroyed Stock Certificates. The
holder of any certificate representing shares of stock of the Corporation
shall immediately notify the Corporation of any loss, destruction or
mutilation of such certificate, and the Corporation may issue a new
certificate of stock in the place of any certificate theretofore issued
by it, alleged to have been lost, stolen or destroyed, and the Board may,
in its discretion, require the owner of the lost, stolen or destroyed
certificate, or his legal representative, to give the Corporation a bond
sufficient, as the Board in its absolute discretion shall determine, to
indemnify the Corporation against any claim that may be made against it
on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate. Anything herein to
the contrary notwithstanding, the Board, in its absolute discretion, may
refuse to issue any such new certificate, except pursuant to judicial
proceedings under the laws of the State of Delaware."
Article XI reads as follows:
"ARTICLE XI
Amendment
The By-Laws may be amended, repealed or altered by vote of the
holders of a majority of the outstanding shares of the Corporation's
capital stock; except as otherwise provided in the Certificate of
Incorporation. The By-Laws may also be amended, repealed or altered by
the Board of Directors, but any By-Law adopted by the Board of Directors
may be amended, repealed or altered by the stockholders entitled to vote
thereon as herein provided."
Page 18 of 20
<PAGE>
EXHIBIT 5(i) AND 23(ii)
- -----------------------
(ON LETTERHEAD)
CONSENT AND OPINION OF COUNSEL
------------------------------
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Urecoats Industries Inc. (the "Company")
Form S-8 Registration Statement
Gentlemen:
The undersigned is required to render an opinion concerning the filing
of a Form S-8 Registration Statement registering 8,000,000 shares
pursuant To the Company's 1999 Consultant and Employee Stock Purchase and
Option Plan (the "1999 Plan"). In this connection the undersigned has,
among Other things, reviewed the 1999 Plan, the Form S-8 Registration
Statement, Prospectus, Form of Option, the restated certificate of
incorporation, minutes and by-laws, and where applicable, amendments
thereto, of the Company, corporate records and other filings with the
Securities and Exchange Commission, consulted with the principals of the
Company and engaged in such other research and review as deemed
applicable and pertinent hereto.
Based upon the results of such inquiry and knowledge and information
gleaned from the various documentation, the undersigned is of the Opinion
that the 8,000,000 shares which are the subject of this registration
statement, have been properly and duly reserved for issuance pursuant to
the Company's 1999 Plan and such shares, issuable upon exercise of
options granted pursuant to the 1999 Plan by the Company's Board of
Directors, as Administrator, when issued upon receipt of payment
therefor, will be validly issued, fully paid and nonassesable.
The undersigned hereby consents to the use of its name and all references
to this Firm in the Form S-8 Registration Statement covering shares
reserved under the 1999 Plan.
Very truly yours,
/s/ Alfred V. Greco
- ---------------------
Alfred V. Greco, P.C.
February 19, 1999
Page 19 of 20
<PAGE>
EXHIBIT 23(i)
- -------------
(ON LETTERHEAD)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
We consent to the use of our report dated May 20, 1998 on our audit of
the financial statements of Urecoats Industries Inc. (formerly Winners
All International, Inc.) as of December 31, 1997 and to all references to
this Firm included in the Form 10-KSB for fiscal year ended December 31,
1997 incorporated by reference in the Form S-8 Registration Statement of
Urecoats Industries Inc.
/s/ Joel Baum
- ----------------------------
Joel S. Baum, C.P.A
Baum & Company, P.A.
Certified Public Accountants
Hollywood, Florida
February 19, 1999
Page 20 of 20
