U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark one)
|X| Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the Quarterly Period Ended March 31, 1998
|_| Transition Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the Transition Period from ________________ to
_________________
Commission file number: 0-19503
BENTLEY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MEGACARDS, INC.
(Former name of registrant)
Missouri 43-1325291
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
9719 Conway Road 63124
St. Louis, Missouri (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (314) 569-1659
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes |X| No |_|.
On May 14, 1998, the registrant had 2,813,285 outstanding shares of Common
Stock, $.18 par value.
Transitional Small Business Disclosure Format (Mark one): Yes |_| No|X|.
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<PAGE>
BENTLEY INTERNATIONAL, INC.
FORM 10-QSB
INDEX
Page
PART I -- CONSOLIDATED FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements................................1
Consolidated Balance Sheets -- March 31, 1998 and
December 31, 1997............................................... 1
Consolidated Statements of Operations -- Three Months Ended
March 31, 1998 and 1997..........................................2
Consolidated Statements of Cash Flows -- Three Months Ended
March 31, 1998 and 1997..........................................3
Notes to Consolidated Financial Statements.......................4
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operation.........................................6
PART II -- OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K................................11
SIGNATURE...................................................................11
2
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PART I -- CONSOLIDATED FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheet
March 31, 1998 (unaudited) and December 31, 1997
<TABLE>
March 31, 1998 December
(unaudited) 31, 1997
<S> <C> <C>
Assets
Current Assets
Cash $221,788 $100,529
Accounts receivable (net of allowance for returns
and doubtful accounts of $139,000 as of March
31, 1998 and $151,000 as of December 31, 1997) 1,999,880 1,886,527
Inventories 1,177,030 1,824,908
Other current assets 106,950 83,621
---------- ----------
Total Current Assets 3,505,648 3,895,585
Equipment And Leasehold Improvements 181,151 190,381
Other Assets 69,800 69,800
---------- ----------
Total Assets $3,756,599 $4,155,766
========== ==========
Liabilities and Shareholders' Equity
Current Liabilities
Notes payable $424,312 $1,059,540
Accounts payable and accrued expenses 1,183,710 1,199,995
---------- ----------
Total Current Liabilities 1,608,022 2,259,535
Excess of Acquired Assets Over Cost 216,820 298,127
Shareholders' Equity
Preferred stock, $0.01 par value; 1,000,000
shares authorized, none issued or outstanding. -- --
Common stock, $0.18 par value; 10,000,000
shares authorized, 2,813,285 shares issued and
outstanding 506,391 506,391
Additional Paid in Capital 1,500,178 1,500,178
Accumulated Deficit (74,812) (408,465)
---------- ----------
Total Shareholders' Equity 1,931,757 1,598,104
---------- ----------
Total Liabilities & Shareholders Equity $3,756,599 $4,155,766
========== ==========
See notes to financial statements.
</TABLE>
1
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BENTLEY INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF OPERATIONS (unaudited)
<TABLE>
Three Months Ended
March 31,
1998 1997
<S> <C> <C>
Net Sales $3,683,647 $3,105,361
Cost of Sales 2,564,387 2,073,268
---------- ----------
Gross Margin 1,119,260 1,032,093
Selling, General & Administrative
Expenses 832,936 794,664
---------- ----------
Income From Operations 286,324 237,429
Interest Expense 33,982 53,516
Other Expense (Income) (81,307) (138,333)
---------- ----------
Net Income $333,649 $322,246
========== ==========
Earnings Per Common Share - Basic $ 0.119 $ 0.115
========== ==========
Earnings Per Common Share -
Assuming Dilution $ 0.113 $ 0.114
========== ==========
</TABLE>
See notes to financial statements.
2
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BENTLEY INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 1998 and 1997
<TABLE>
1998 1997
------ -----
<S> <C> <C>
Cash Flows From Operating Activities
Net income $333,650 $322,246
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization 16,729 14,206
Amortization of excess of acquired assets over cost (81,307) (81,307)
Net change in assets and liabilities:
Accounts receivable (113,353) 873,400
Inventories 647,878 35,085
Other assets (23,329) 60,465
Accounts payable and other liabilities (16,285) (350,372)
-------- --------
Net Cash Provided By Operating Activities 763,983 873,723
-------- --------
Cash Flows from Investing Activities
Capital expenditures (7,496) (21,010)
Proceeds from notes receivable -- 44,000
Net Cash Provided (Used) By Investing Activities (7,496) 22,990
-------- --------
Cash Flows From Financing Activities
Net payments on lines of credit (306,253) (807,202)
Payments on long-term debt -- (66,867)
Payments on notes payable (328,975) (72,957)
-------- --------
Net Cash Used in Financing Activities (635,228) (947,026)
-------- --------
Net Increase (Decrease) in Cash 121,259 (50,313)
Cash-Beginning Of Period 100,529 349,799
-------- --------
Cash-End of Period $221,788 $299,486
======== ========
Supplemental Disclosures of cash flow information
Interest Paid $46,478 $50,418
</TABLE>
See notes to financial statements.
3
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BENTLEY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1998 and 1997
The accompanying interim consolidated financial statements are unaudited,
but, in the opinion of management, reflect all adjustments (consisting only of
normal recurring accruals) necessary for a fair presentation. Reference is
hereby made to the consolidated financial statements, including the notes
thereto, contained in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1997. The results of operations for the three-month period
ended March 31, 1998 are not necessarily indicative of the results to be
expected for the year ending December 31, 1998.
1. Basis of Consolidation
The consolidated financial statements include the accounts of Bentley
International, Inc. (the "Company") and its wholly-owned subsidiaries, Windsor
Art, Inc. ("Windsor"), Janco Designs, Inc. ("Janco") (See Note 5) and Alnick
Realty Company, Inc. ("Alnick"). All significant intercompany transactions have
been eliminated from the consolidated financial statements.
2. Earnings (Loss) Per Common Share
In 1997 the Financial Accounting Standards Board issued Statement No. 128,
Earnings per Share. Statement 128 replaced the calculation of primary and fully
diluted earnings per share with basic and diluted earnings per share. Unlike
primary earnings per share, basic earnings per share excludes any dilutive
effects of options, warrants and convertible securities. Diluted earnings per
share is very similar to the previously reported fully diluted earnings per
share and includes the dilutive effects of options, warrants and convertible
securities by showing the dilutive effects of options, warrants and convertible
securities as if they had been exercised. All earnings per share amounts for all
periods have been presented and, where appropriate, restate to conform to the
Statement 128 requirements.
3. Nature of Operations
Bentley International, Inc. ("Bentley"), formerly Megacards, Inc.,
designed, repackaged and marketed sports picture cards produced by major sports
picture card manufacturers and marketed sports picture card accessories.
Megacards, Inc. became Bentley in June 1996 as the Board of Directors believed
that the change of the Corporate name would better reflect the broadening of the
scope of the businesses of the Company. Windsor manufactures and distributes
decorative mirrors and framed prints to furniture stores, mass merchants, hotels
and designers throughout the United States. During 1996, Bentley discontinued
its Janco product line of framed prints and mirrors and sold its sports picture
card business segment in order to reduce costs and to improve its liquidity
position (see Note 5).
4
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4. Stock Dividend and Reverse Stock Split
On July 8, 1996, the Company's Board of Directors authorized a one-for-six
reverse stock split of the Company's common shares, and an increase in the par
value, from $0.03 to $0.18.
On September 3, 1997, the Company's Board of Directors authorized a
four-for-one stock dividend, to be distributed October 22, 1997, to shareholders
of record September 24, 1997, which had the effect of a five-for-one stock
split, except that the par value remained $0.18 per share. All share and per
share amounts have been adjusted retroactively to reflect the stock dividend and
reverse stock split.
5. Discontinued Line of Business
On December 27, 1996, Janco discontinued its operations due to historical
losses in an effort to reduce costs and improve overall liquidity of the
Company. Janco's operations represented a line of business within the decorative
mirrors and framed pictures segment, and as such, the termination of operations
is not considered discontinued operations of a business segment. Certain assets
of Janco consisting of inventory and equipment were sold to a third party prior
to December 31, 1996.
On January 24, 1997, an involuntary bankruptcy case was filed against
Janco, and on February 18, 1997, Janco consented to the involuntary filing, as a
Chapter 7 debtor. As reported on Form 8-K, filed by the Company January 26,
1998, the Bankruptcy Trustee, Bentley, certain shareholders who held promissory
notes of which Janco was the maker and Bentley and Windsor were the guarantors
("Noteholders") and other parties related to such shareholders entered into a
stipulation for settlement agreement pursuant to which Bentley agreed to pay,
subject to court approval of the stipulation agreement to the bankruptcy estate,
$85,000 in exchange for a full release of Bentley, Windsor, certain of Bentley's
shareholders and certain present and past officers and directors from all claims
of the Trustee. In addition, the bankruptcy estate agreed to pay to the
noteholders one-half of the proceeds from the liquidation of certain assets of
Janco, approximately $45,000. The court approved the stipulation agreement on
February 27, 1998. The release of liability of the Company by the Trustee
resulted in a $1,258,838 reduction of the Company's general liabilities. As a
result of the reduction in liabilities and the elimination of the reserves
established to cover potential liability resulting from the termination of
Janco, an extraordinary gain was recognized at December 31, 1997.
5
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6. Notes Payable
<TABLE>
March 31, 1998 December 31, 1997
<S> <C> <C>
Notes payable and long-term debt
consist of:
Borrowings under $2,000,000 line of
credit agreement secured by all
business assets of Windsor, bearing
interest at the prime rate plus 1.5%,
due December 1, 1998 $424,312 $730,565
Notes payable--stockholders,
secured by collateral agreement,
subordinate to third party debt,
bearing interest at the prime rate
plus 2% due March 1998 -- 328,975
-------- ----------
$424,312 $1,059,540
</TABLE>
7. Earnings Per Common Share
For March 31, 1998 and 1997, the computation of basic and diluted earnings
per common share is as follows:
<TABLE>
1998 1997
---------- ----------
<S> <C> <C>
Numerator for basic and diluted earnings
per share - Income available to
common shareholders $333,649 $322,246
========= =========
Denominator:
Weighted average number of common shares
used in basic EPS 2,813,285 2,813,285
Effect of dilutive securities:
Common stock options 144,726 3,334
--------- ---------
Weighted number of common shares and
dilutive potential common stock
used in diluted EPS 2,958,011 2,816,619
========= =========
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The consolidated financial statements include the accounts of Bentley and
its subsidiaries Windsor Art, Inc. ("Windsor"), Alnick Realty Company, Inc.
("Alnick") and Janco Designs, Inc. ("Janco"). During the first quarter of 1998,
Alnick and Janco did not have any activity and the consolidated results of
operations consist of the results of the activities of Bentley and Windsor.
Windsor produces and distributes framed art and mirrors.
6
<PAGE>
Windsor, which is currently the only operating subsidiary, increased its
sales, income from operations and net income during the quarter ended March 31,
1998 as compared to the corresponding quarter of 1997.
Bentley, which was formerly known as Megacards, Inc., divested itself of
its sports picture card business in 1996 by closing that operation and
contributing all of its assets, except accounts receivables, which were
collected and applied to the repayment of the sports picture card segment's
secured debt, to Legends, L.P., a limited partnership with Quality Baseball
Cards, Inc., in which Bentley is a limited partner owning 30% of the
partnership.
Alnick owned the facility in which the sports card business was located.
The facility was sold in 1996 and Alnick did not have any activity during 1997
or the first quarter of 1998. Alnick currently has no assets or liabilities.
Janco experienced operating difficulties in 1996 that led management to
decide to collect Janco's accounts receivable and apply the net proceeds to the
repayment of Janco's senior secured debt. On January 24, 1997, three unsecured
creditors of Janco filed a petition for involuntary bankruptcy. The Company and
Windsor were liable for certain unpaid secured debts of Janco. On January 16,
1998, the Company entered into a settlement agreement with the Bankruptcy
Trustee which requires Bentley to pay $85,000 in settlement for all claims
against the Company. In exchange, the Bankruptcy Trustee agreed to pay certain
note holders, all of whom were principal shareholders of Bentley, whose notes
were secured in part by guaranties from the Company and Windsor, one-half of the
proceeds from the liquidation of certain assets of Janco, approximately $45,000.
The court order approving the settlement agreement results in the release of
liability of Bentley and Windsor by the Trustee and the Trustee's payment to
certain note holders, resulting in a reduction of Bentley's general liabilities,
as reflected on the consolidated balance sheet of Bentley and its subsidiaries
for December 31, 1997, by approximately $1,259,000. In addition, Bentley
recognized approximately $1,174,000 of extraordinary income at December 31, 1997
as a result of the reduction in liabilities and the elimination of the reserves
established to cover potential liabilities resulting from the termination of
Janco's operations.
The Company is currently investigating acquisition opportunities.
Discussions have not developed to the stage where any acquisitions appear
likely. The Company is considering moving into a new line of business,
speciality marketing and information management. Management is researching
acquisition opportunities in this business because management believes that such
businesses produce a very high return on equity, require little debt, generate
substantial cash flow and possess significant growth potential. There can be no
assurance that management's plan will have the desired results given economic
conditions, product and service demands, competitive pricing and other factors.
Results of Operations
The following table presents the results of operations for quarters ended
March 31, 1998 and March 31, 1997 for the Company's decorative mirror/framed
pictures (Windsor) and sports picture cards (Megacards) business segments and
for the corporate segment (Bentley):
7
<PAGE>
<TABLE>
Three Months Ended March 31, 1998 and March 31, 1997
(in thousands, except per share data)
March 31, 1998 March 31, 1997
-------------------------- ---------------------------------------
General General
Windsor Corporate Total Windsor Megacards Corporate Total
<S> <C> <C> <C> <C> <C> <C> <C>
Net Sales......... $3,684 $0 $3,684 $3,105 $0 $0 $3,105
Cost of sales..... 2,564 0 2,564 2,073 0 0 2,073
------- ------ ------ ------- ------ ------ -------
Gross Margin...... 1,120 0 1,120 1,032 0 0 1,032
Selling, general and
administrative expense 769 64 833 757 0 37 794
------- ------ ------ ------- ------ ------ -------
Income (loss) from
operations... 351 (64) 287 275 0 (37) 238
Interest expense.. 26 8 34 43 0 11 54
Other expenses (income) (81) -- (81) (81) (54) (3) (138)
------- ------- ------ ------- ------ ------ ------
Net Income (Loss) $406 ($72) $334 $313 $54 ($45) $322
======= ======= ====== ======= ====== ====== ======
Earnings per common
share - Basic $0.119 $0.115
====== ======
Earnings per common share
Assuming Dilution $0.113 $0.114
====== ======
</TABLE>
Sales
Windsor's sales increased by $578,286 or 18.6% in the three months ended
March 31, 1998 verses the 1st quarter of 1997 due to some one time orders,
special promotions at trade shows and improved marketing and availability of
products in general. Management plans to continue the plans that have led to
this high growth in sales, however, there can be no assurance that growth in
sales will continue to be as high as it was in the first quarter of 1998.
Megacards, Janco or Alnick did not have any sales revenues in either of the
quarters.
Cost of Sales and Gross Margin
Windsor's costs of sales increased by $491,119, from 66.8% of sales to
69.6% of sales. Gross margin increased from $1,032,093 to $1,119,260 due to
increased sales. Gross margin decreased as a percentage of net sales from 33.24%
to 30.40%. Windsor's cost of sales as a percentage of sales increased from 66.8%
to 69.6%. These results were due to lower margins on the one time orders and
special promotions and increases in production costs. Management expects to see
continued modest growth in costs and will consider selective price increases to
offset higher costs. There is no assurance that the cost increases will not be
higher than expected or that management will be able to raise prices.
8
<PAGE>
Operating Expenses
Windsor's selling, general and administrative expenses remained almost the
same in dollar terms but as a percentage of sales decreased from 24.4% to 20.9%.
The percentage decrease is due to increased sales. SG&A expenses remained almost
the same because decreases in personnel and travel costs compared to the first
quarter of 1997 offset increases in variable expenses such as commissions due to
higher sales.
Other Items
Windsor's interest cost decreased due to lower borrowings but is high
compared to the level of borrowings. This result is due to minimum interest and
unused line fees per the borrowing agreement. Windsor is attempting to
renegotiate and reduce these fees and charges. The interest for Bentley is lower
because the Janco notes payable to shareholders were paid off partly in late
1997 and the balance in the first quarter of 1998.
The other income for Windsor results from the amortization of negative
goodwill or excess of acquired assets over cost. The other income for Megacards
in the first quarter of 1997 resulted from the recovery of receivables
previously written off and this item added two cents to earnings per share in
that quarter.
Liquidity and Capital Resources
Bentley's cash on hand increased by $121,259 to $221,788 at March 31, 1998
as compared to $100,529 at December 31, 1997. During the first three months of
1998 Bentley generated $763,983 from operations of Windsor. Most of this
increase in cash on hand was achieved from a significant reduction in
inventories during the quarter. Windsor anticipates that inventory will increase
in the second quarter to fill expected orders. Of the cash generated, $635,000
was used to pay down Windsor's line of credit and to retire the Janco notes
payable to shareholders which were guaranteed by Bentley and Windsor.
During the first quarter of 1997 the Company generated $873,723 from
operations, most of which was attributable to a reduction in receivables, which
along with part of cash on hand was used to pay off debt of $947,026.
Capital expenditures of $7,496 were incurred during the quarter as
compared to $21,010 in 1997's first quarter. Windsor is planning to buy or lease
a new computer system, the purchase of which would be funded from internally
generated funds, borrowings against the line of credit or equipment leases or a
combination of these three sources.
Windsor currently has a $2,000,000 line of credit which expires December
1, 1998. Windsor is in the process of re-negotiating the line to extend it to
late 1999, to reduce the amount of the line based on lower usage and
requirements which have resulted from the growth in internally generated funds
and to obtain more favorable terms based on the improved financial performance
in 1997 and the first quarter of 1998. Management believes that the availability
under the line of credit and funds generated from operations will be sufficient
to meet all presently known requirements.
9
<PAGE>
Derivatives
The Company does not invest in any derivatives. Its line of credit loan is
tied to market rates. The Company's investment portfolio does not include any
derivatives.
Other Factors That May Affect Future Results
Year 2000 Issue - Company
The Company has reviewed its current computer system to identify the
systems that could be affected by the Year 2000 Issue. The Year 2000 Issue is
the result of computer programs being written using two digits rather than four
to define the applicable year.
Regardless of the Year 2000 Issue, the Company is planning to upgrade its
current computer system to a PC based system. This change will also address the
Year 2000 Issue and the new system will be Year 2000 compliant. The Company
presently believes that, with the planned modifications to the existing software
and conversion to new software, the Year 2000 problem will not pose significant
operational problems for the Company's computer systems as so modified and
converted. However, if such modifications and conversions are not timely
completed, the Year 2000 problem may have a material impact on the operations of
the Company.
Year 2000 Issue - Suppliers
The Company is in the process of contacting its major suppliers to discuss
the Year 2000 Issue. There is no assurance that the suppliers will be able to
respond adequately to the Year 2000 Issue, or that supplies or orders to the
Company will not be affected.
Production Costs
Windsor's current factory lease expires on November 30, 1998. The current
owner has listed the property for sale. If the new buyer is an investor and if
Windsor is able to negotiate a reasonable lease with the new owner, Windsor may
not have to incur relocation costs. The monthly lease rent will likely increase,
however, and increase production overhead costs. If Windsor is unable to
negotiate a new lease with the new owner or the new owner is a user, Windsor may
have to relocate with the attendant costs and temporary disruption in production
and shipments. The financial impact of a relocation are undetermined at this
time, but could have a significant impact on earnings and/or cash flow. A move
would be financed from internally generated funds and the bank credit line.
Even though direct labor is a small percentage of the production costs,
any further increases in minimum wages will likely have an adverse impact on the
Company's profitability.
10
<PAGE>
PART II -- OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit No. Description
3 Amended and Restated By-Laws
27 Financial Data Schedule
(b) Reports on Form 8-K:
Forms 8-K regarding the settlement of bankruptcy proceedings of a
subsidiary, Janco Designs, Inc., were filed effective January 26, 1998 and March
9, 1998.
Note: This report contains certain forward looking statements of the type
described in the "Safe Harbor" provisions of the Private Securities
Litigation Reform Act of 1995. The results of management's plans are
beyond the ability of the company to control. Economic conditions, product
and service demand, competitive pricing and other factors could cause
materially different results from those planned by management.
SIGNATURE
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.
BENTLEY INTERNATIONAL, INC.
(Registrant)
May 13, 1998 By: /s/Lloyd R. Abrams
---------------------------
Lloyd R. Abrams, President
and Chief Executive Officer
May 13, 1998 By: /s/Ramakant Agarwal
---------------------------
Ramakant Agarwal,
Chief Financial Officer
11
BY-LAWS
OF
BENTLEY INTERNATIONAL, INC.
AS AMENDED AND RESTATED
Effective As Of: March 31, 1998
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I. - OFFICES..........................................................1
ARTICLE II. - SHAREHOLDERS....................................................1
Section 2.01. Annual Meeting.....................................1
Section 2.02. Special Meetings...................................1
Section 2.03. Place of Meeting...................................1
Section 2.04. Notice of Meeting..................................2
Section 2.05. Meetings, How Convened.............................2
Section 2.06. Closing Transfer Books; Record Date................2
Section 2.07. Voting Lists.......................................3
Section 2.08. Quorum.............................................3
Section 2.09. Proxies............................................3
Section 2.10. Voting of Shares...................................4
Section 2.11. Voting of Shares by Certain Holders................4
Section 2.12. Shareholder Action Without a Meeting...............4
Section 2.13. Cumulative Voting Rights Denied....................4
Section 2.14. Shareholders' Right to Examine Books and Records...4
Section 2.15. Shares of Other Corporations.......................5
Section 2.16. Notice of Shareholder Nominees.....................5
Section 2.17. Procedures for Submission of Shareholder
Proposals at Annual Meeting........................6
ARTICLE III. - BOARD OF DIRECTORS.............................................6
Section 3.01. General Powers.....................................6
Section 3.02. Number, Term and Qualifications....................6
Section 3.03. Regular Meetings...................................7
Section 3.04. Special Meetings...................................7
Section 3.05. Notice.............................................7
Section 3.06. Quorum; Participation by Telephone.................7
Section 3.07. Manner of Acting...................................7
Section 3.08. Action Without a Meeting...........................7
Section 3.09. Resignations.......................................8
Section 3.10. Removal by Shareholders............................8
Section 3.11. Vacancies..........................................8
Section 3.12. Compensation.......................................8
Section 3.13. Presumption of Assent..............................8
Section 3.14. Committees.........................................8
i
<PAGE>
ARTICLE IV. - OFFICERS........................................................9
Section 4.01. Number.............................................9
Section 4.02. Election and Term of Office........................9
Section 4.03. Removal............................................9
Section 4.04. Resignations.......................................9
Section 4.05. Vacancies..........................................9
Section 4.06. Chairman of the Board of Directors.................9
Section 4.07. President.........................................10
Section 4.08. Vice President(s).................................10
Section 4.09. Secretary.........................................10
Section 4.10. Treasurer.........................................11
Section 4.11. Salaries..........................................11
ARTICLE V. - CONTRACTS, LOANS, CHECKS AND DEPOSITS...........................11
Section 5.01. Contracts.........................................11
Section 5.02. Loans.............................................11
Section 5.03. Checks, Drafts, etc...............................11
Section 5.04. Deposits..........................................11
ARTICLE VI. - CERTIFICATES FOR SHARES AND THEIR TRANSFER.....................11
Section 6.01. Certificates for Shares...........................11
Section 6.02. Transfer of Shares................................12
ARTICLE VII. - FISCAL YEAR...................................................12
ARTICLE VIII. - DIVIDENDS....................................................12
ARTICLE IX. - CORPORATE SEAL.................................................12
ARTICLE X. - WAIVER OF NOTICE................................................12
ARTICLE XI. - AMENDMENTS.....................................................13
ii
<PAGE>
BY-LAWS
OF
BENTLEY INTERNATIONAL, INC.
AS AMENDED AND RESTATED
ARTICLE I. - OFFICES
The principal office of the Corporation in the State of Missouri shall
be located at 9719 Conway Road, St. Louis, Missouri 63124. The Corporation may
have such other office(s), either within or without the State of Missouri, as
the Board of Directors may designate or as the business of the Corporation may
require from time to time.
The registered office of the Corporation required by The General and
Business Corporation Law of Missouri to be maintained in the State of Missouri
may be, but need not be, identical with its principal office in the State of
Missouri, and the address of the registered office may be changed from time to
time by the Board of Directors.
ARTICLE II. - SHAREHOLDERS
Section 2.01. Annual Meeting. The annual meeting of the shareholders
shall be held on the last Tuesday in June of each year, beginning with the year
1998, at the hour of 10:00 A.M., or at such other date and hour as shall be
determined by the Board of Directors and stated in the notice of the meeting,
for the purpose of electing directors and for the transaction of such other
business as may come before the meeting. If the day fixed for the annual meeting
shall be a legal holiday in the State of Missouri, such meeting shall be held on
the next succeeding business day. If the election of directors shall not be held
on the day designated herein for any annual meeting of the shareholders, or at
any adjournment thereof, the Board of Directors shall cause the election to be
held at a special meeting of the shareholders as soon thereafter as conveniently
may be arranged.
Section 2.02. Special Meetings. A special meeting of the shareholders,
for any purpose or purposes, unless otherwise prescribed by statute, may be
called by the President or by the Board of Directors at any time in their sole
discretion.
Section 2.03. Place of Meeting. The Board of Directors may designate
any place, either within or without the State of Missouri, as the place of
meeting for any annual meeting of the shareholders or for any special meeting of
the shareholders called by the Board of Directors, except that a meeting called
expressly for the purpose of removal of a director shall be held at the
registered office or principal business office of the Corporation in the State
of Missouri or in the city or county of the State of Missouri or in the city or
county of the State of Missouri in which
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the principal business office of the Corporation is located. A waiver of notice
signed by all shareholders entitled to vote at a meeting may designate any
place, either within or without the State of Missouri, as the place for the
holding of such meeting unless such meeting is called expressly for the purpose
of removal of one or more directors, in which event such meeting shall be held
at the registered office or principal business office of the Corporation in the
State of Missouri or in the city or county of the State of Missouri in which the
principal business office of the Corporation is located. If no designation is
made, the place of meeting shall be the registered office of the Corporation in
the State of Missouri.
Section 2.04. Notice of Meeting. Written notice stating the place, day
and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall, unless otherwise allowed or
prescribed by statute, be delivered not less than ten nor more than fifty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, or the Secretary, or the persons calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the shareholder at his or her address as it appears on
the records of the Corporation, with postage thereon prepaid.
Section 2.05. Meetings, How Convened. Every meeting, for whatever
purpose, of the shareholders of the Corporation shall be convened by the
President, Secretary or other officer, or any of the persons calling the meeting
by notice given as herein provided.
Section 2.06. Closing Transfer Books; Record Date. The Board of
Directors shall have power to to close the transfer books of the Corporation for
a period not exceeding seventy days preceding the date of any meeting of
shareholders, or the date of payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
shares shall go into effect; provided, however, that in lieu of closing the
stock transfer books; the Board of Directors may fix in advance a date, not
exceeding seventy days preceding the date of any meeting of shareholders, or the
date for the payment of any dividend, or the date for the allotment of rights,
or the date when any change or conversion or exchange of shares shall go into
effect, as a record date for the determination of the shareholders entitled to
notice of, and to vote at, the meeting and any adjournment thereof, or to
receive payment of the dividend, or to receive the allotment of rights, or to
exercise the rights in respect of the change, conversion or exchange of shares.
In such case, only the shareholders who are shareholders of record on the date
of closing the transfer books, or on the record date so fixed, shall be entitled
to notice of, and to vote at, the meeting and any adjournment thereof, or to
receive payment of the dividend, or to receive the allotment of rights, or to
exercise the rights, as the case may be, notwithstanding any transfer of shares
on the books of the Corporation after the date of closing of the transfer books
or the record date fixed as aforesaid. If the Board of Directors does not close
the transfer books or set a record date, only the shareholders who are
shareholders of record at the close of business on the twentieth day preceding
the date of the meeting shall be entitled to notice of, and to vote at, the
meeting, and any adjournment of the meeting; except that, if prior to the
meeting written waivers of notice of the meeting are signed and delivered to the
Corporation by all of the shareholders of
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record at the time the meeting is convened, only the shareholders who are
shareholders of record at the time the meeting is convened shall be entitled to
vote at the meeting, and any adjournment of the meeting.
Section 2.07. Voting Lists. The officer or agent having charge of the
transfer book for shares of the Corporation shall make, at least ten days before
each meeting of the shareholders, a complete list of the shareholders entitled
to vote at such meeting, arranged in alphabetical order, with the address and
the number of shares held by each, which list, for a period of ten days prior to
such meeting shall be kept on file at the registered office of the Corporation
and shall be subject to inspection by any shareholder at any time during usual
business hours. Such list shall also be produced and subject to the inspection
of any shareholder during the whole time of the meeting. The original share
ledger or transfer books, or a duplicate thereof kept in the State of Missouri,
shall be prima facie evidence as to who are the shareholders entitled to examine
such list or share ledger or transfer book or to vote at any meeting of the
shareholders.
Section 2.08. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at any meeting of shareholders. If less than a quorum is
present, a majority of the shares so represented may adjourn the meeting until a
specified date, not longer than ninety days after such adjournment, and no
notice need be given of such adjournment to shareholders not present at the
meeting. Every decision of a majority of such quorum shall be valid as a
corporate act unless a different vote is required by law, the Articles of
Incorporation or the By-Laws of the Corporation. The shareholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
Section 2.09. Proxies. At all meetings of shareholders, a shareholder
may vote in person or by proxy executed in writing by the shareholder or by the
shareholder's duly authorized attorney in fact. Such proxy shall be filed with
the Secretary of the Corporation before or at the time of the meeting. No proxy
shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy. A duly executed proxy shall be irrevocable only
if it states that it is irrevocable and if, and only so long as, it is coupled
with an interest sufficient in law to support an irrevocable power of attorney.
The interest with which it is coupled need not be an interest in the shares
themselves. If any instrument of proxy designates two or more persons to act as
proxy, in the absence of any provisions in the proxy to the contrary, the
persons designated may represent and vote the shares in accordance with the vote
or consent of the majority of the persons named as proxies. If only one such
proxy is present, the proxy may vote all of the shares, and all the shares
standing in the name of the principal or principals for whom such proxy acts
shall be deemed represented for the purpose of obtaining a quorum. The foregoing
provisions shall apply to the voting of shares by proxies for any two or more
personal representatives, trustees or other fiduciaries, unless an instrument or
order of court appointing them otherwise directs.
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Section 2.10. Voting of Shares. Subject to the provisions of Section
2.13, each outstanding share entitled to vote shall be entitled to one vote upon
each matter submitted to a vote at a meeting of the shareholders.
Section 2.11. Voting of Shares by Certain Holders. Shares standing in
the name of another corporation may be voted by such officer, agent or proxy as
the by-laws of such corporation may prescribe, or, in the absence of such
provision, as the Board of Directors of such corporation may determine.
Shares standing in the name of a deceased person may be voted by his or
her personal representative, either in person or by proxy. Shares standing in
the name of a conservator or trustee may be voted by such fiduciary, either in
person or by proxy, but no conservator or trustee shall be entitled as a
fiduciary, either in person or by proxy, but no conservator or trustee shall be
entitled as a fiduciary to vote shares held by him or her without a transfer of
such shares into his or her name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his or her name if authority to
do so be contained in an appropriate order of the court by which such receiver
was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Section 2.12. Shareholder Action Without a Meeting. Any action required
to be taken at a meeting of the shareholders, or any action which may be taken
at a meeting of the shareholders, may be taken without a meeting if consents in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof. Such
consents shall have the same force and effect as a unanimous vote of the
shareholders at a meeting duly held. The Secretary of the Corporation shall file
such consents with the minutes of the meetings of the shareholders.
Section 2.13. Cumulative Voting Rights Denied. In all elections for
directors, each shareholder entitled to vote shall have the right to cast only
as many votes as shall equal the number of voting shares held by him in the
Corporation. There shall be no right to cumulative voting in the election of
directors.
Section 2.14. Shareholders' Right to Examine Books and Records. This
Corporation shall keep correct and complete books and records of account,
including the amount of its assets and liabilities, minutes of the proceedings
of its shareholders and Board of Directors, and the names and places of
residence of its officers; and it shall keep at its registered office or
principal place of business in this state, or at the office of its transfer
agent in this state, if any, books and
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records in which shall be recorded the number of shares subscribed, the names of
the owners of the shares, the numbers owned by them respectively, the amount of
shares paid, and by whom, and the transfer of such shares with the date of
transfer. Each shareholder may, during normal business hours, have access to the
books of the Corporation, to examine the same. The Board of Directors may, from
time to time, further prescribe regulations with respect to any such
examination.
Section 2.15. Shares of Other Corporations. Shares of another
corporation owned by or standing in the name of the Corporation may be voted by
such person or person as may be designated by the Board of Directors and in the
absence of any such designation, the President shall have the power to vote such
shares.
Section 2.16. Notice of Shareholder Nominees. Only persons who are
nominated in accordance with the procedures set forth in this Section 2.16 shall
be eligible for election as Directors of the Corporation. Nominations of persons
for election to the Board of Directors of the Corporation may be made at a
meeting of shareholders (a) by or at the direction of the Board of Directors or
(b) by any shareholder of the Corporation entitled to vote for the election of
Directors at such meeting who complies with the procedures set forth in this
Section 2.16. All nominations by shareholders shall be made pursuant to timely
notice in proper written form to the Secretary of the Corporation. To be timely,
a shareholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than thirty days nor
more than sixty days prior to the meeting; provided, however, that in the event
that less than forty days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to be timely
must be so received not later than the close of business on the tenth day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. To be in proper written form, such
shareholder's notice shall set forth in writing (a) as to each person whom the
shareholder proposes to nominate for election or re-election as a Director, all
information relating to such person that is required to be disclosed in
solicitations or proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended, including, without limitations, such person's written consent to
being named in the proxy statement as a nominee and to serving as a Director if
elected; and (b) as to the shareholder giving the notice (i) the name and
address, as they appear on the Corporation's books, of such shareholder and (ii)
the class and number of shares of the Corporation which are beneficially owned
by such shareholder. At the request of the Board of Directors, any person
nominated by the Board of Directors for election as a director shall furnish to
the Secretary of the Corporation that information required to be set forth in a
shareholder's notice of nomination which pertains to the nominee. In the event
that a shareholder seeks to nominate one or more directors, the Secretary shall
appoint two inspectors, who shall not be affiliated with the Corporation, to
determine whether a shareholder has complied with this Section 2.16. If the
inspectors shall determine that a shareholder has not complied with this Section
2.16, the inspectors shall direct the chairman of the meeting to declare to the
meeting that the nomination was not made in accordance with the procedures
prescribed by the By-Laws
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of the Corporation, and the chairman shall so declare to the meeting and the
defective nomination shall be disregarded.
Section 2.17. Procedures for Submission of Shareholder Proposals at
Annual Meeting. At any annual meeting of the shareholders of the Corporation,
only such business shall be conducted as shall have been brought before the
meeting (i) by or at the direction of the Board of Directors or (ii) by any
shareholder of the Corporation who complies with the procedures set forth in
this Section 2.17. For business properly to be brought before an annual meeting
by a shareholder, the shareholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than thirty days nor
more than sixty days prior to the meeting; provided, however, that in the event
that less than forty days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to be timely
must be received not later than the close of business on the tenth day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure was made. To be in proper written form, a shareholder's
notice to the Secretary shall set forth in writing as to each matter the
shareholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address,
as they appear on the Corporation's books, of the shareholder proposing such
business, (iii) the class and number of shares of the Corporation which are
beneficially owned by the shareholder, and (iv) any material interest of the
shareholder in such business. Notwithstanding anything in the By-Laws to the
contrary, no business shall be conducted at an annual meeting, except in
accordance with the procedures set forth in this Section 2.17. The chairman of a
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with the
provisions of this Section 2.17, and, if he or she should so determine, shall so
declare to the meeting and any such business not properly brought before the
meeting shall not be transacted.
ARTICLE III. - BOARD OF DIRECTORS
Section 3.01. General Powers. The property and business of the
Corporation shall be controlled and managed by its Board of Directors.
Section 3.02. Number, Term and Qualifications. The number of directors
to constitute the Board of Directors shall be not less than three (3) nor more
than eleven (11); provided, however, that such number may be fixed, from time to
time, at not less than three (3) nor more than eleven (11) by a resolution of
the Board of Directors. Each director shall hold office until his or her
successor shall have been elected and qualified. The directors need not be
residents of the State of Missouri or shareholders of the Corporation.
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Section 3.03. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this By-Law immediately after,
and at the same place as, the annual meeting of the shareholders. The Board of
Directors may provide, by resolution, the time and place, either within or
without the State of Missouri, for the holding of additional regular meetings
without other notice than such resolution.
Section 3.04. Special Meetings. A special meeting of the Board of
Directors may be called by, or at the request of, the President or any director.
The person or persons authorized to call such special meeting of the Board of
Directors may fix any place, either within or without the State of Missouri, as
the place for holding such special meeting.
Section 3.05. Notice. Notice of any special meeting shall be delivered
at least two days prior thereto by written notice delivered personally or left
at or mailed to each director at his or her business or residence address, or by
telegram or telefax. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, so addressed, with postage thereon prepaid.
If notice be given by telegram or telefax, such notice shall be deemed to be
delivered when the text of the telegram or telefax is delivered to the telegraph
or telefax company. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.
Section 3.06. Quorum; Participation by Telephone. A majority of the
full Board of Directors shall constitute a quorum for the transaction of
business, but if less than a majority are present at a meeting, a majority of
the directors present may adjourn the meeting from time to time without further
notice. Members of the Board of Directors may participate in a meeting of the
Board of Directors, whether regular or special, by means of conference telephone
or similar communications equipment whereby all persons participating in the
meeting can hear each other, and participation in a meeting in this manner shall
constitute presence in person at the meeting.
Section 3.07. Manner of Acting. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless the act of a different number is required by statute, the
Articles of Incorporation or these By-Laws.
Section 3.08. Action Without a Meeting. Any action that may be taken at
a meeting of the Board of Directors or of a committee of directors may be taken
without a meeting if consents in writing, setting forth the action so taken, are
signed by all of the members of the Board of Directors of the committee, as the
case may be. Such written consents shall be filed by the Secretary with the
minutes of the proceedings of the Board of Directors or of the committee, as the
case may be, and shall have the same force and effect as a unanimous vote at a
meeting duly held.
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Section 3.09. Resignations. Any director may resign at any time by
delivering written notice to the Board of Directors, the President or the
Secretary of the Corporation. Any written notice delivered in person to the
President or the Secretary shall be effective upon delivery, unless otherwise
provided therein. Written notice may be delivered by certified or registered
mail, with postage thereon prepaid and a return receipt requested. Such
resignation shall take effect on the date of the receipt of such notice which
date of receipt shall be deemed to be the date indicated upon the registered or
certified mail return receipt, or at any later time specified therein. Unless
otherwise specified, acceptance of such resignation shall not be necessary to
make it effective.
Section 3.10. Removal by Shareholders. At a meeting called expressly
for that purpose, the entire Board of Directors, or any individual director or
directors, may be removed with or without cause upon the affirmative vote of the
holders of a majority of the shares then entitled to vote at a meeting of
shareholders called for an election of directors; provided, however, that if
less than the entire Board of Directors is to be so removed without cause, no
individual director may be so removed if the votes cast against such director's
removal would be sufficient to elect such director. If there are classes of
directors, no one director may be removed if the votes cast against such
director's removal would be sufficient to elect the director at an election of
the class of directors of which the director is a part.
Section 3.11. Vacancies. In the case of the death, incapacity or
resignation of one or more of the directors, or in the case of a newly created
directorship resulting from any increase in the number of directors to
constitute the Board of Directors, a majority of the directors then in office,
although less than a quorum, or the sole remaining director, may fill the
vacancy or vacancies until the next election of directors by the shareholders.
Section 3.12. Compensation. By resolution of the Board of Directors,
each director may be paid his or her expenses, if any, of attendance at each
meeting of the Board of Directors, and may be paid a stated salary as director
or a fixed sum for attendance at each meeting of the Board of Directors or both.
No such payment shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
Section 3.13. Presumption of Assent. A director of the Corporation who
is present at a meeting of the Board of Directors at which action on any matter
is taken shall be presumed to have assented to the action taken unless the
director dissents or abstains at such meeting, and the fact of such dissent or
abstention (a) is entered in the minutes of the meeting, or (b) shall be filed
by the director in writing with the person acting as secretary of the meeting
before the adjournment thereof, or (c) shall have been recorded by the director
and forwarded by registered mail to the Secretary of the Corporation promptly
after the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.
Section 3.14. Committees. The Board of Directors, by resolution
adopted by a majority of the Board, may designate two or more directors to
constitute (a) an executive committee, which committee shall have and exercise
all of the authority of the Board of Directors in the
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management of the Corporation, or (b) any other committee which shall have the
name, purpose, power and authority delegated to it by such resolution.
ARTICLE IV. - OFFICERS
Section 4.01. Number. The officers of the Corporation shall be the
President, one or more Vice Presidents (the number and descriptive title thereof
to be determined by the Board of Directors), a Secretary, and a Treasurer, each
of whom shall be elected by the Board of Directors. Such other officers and
assistant officers as may be deemed necessary may be elected by the Board of
Directors or appointed by the President, with the approval of the Board. Any two
or more offices may be held by the same person.
Section 4.02. Election and Term of Office. The officers of the
Corporation to be elected by the Board of Directors shall be elected annually by
the Board of Directors at the first meeting of the Board of Directors held after
the annual meeting of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently may be arranged. Each officer shall hold office until his or her
successor shall have been duly elected and shall have qualified or until his or
her death or until he or she shall resign or shall have been removed in the
manner hereinafter provided.
Section 4.03. Removal. Any officer, agent, or other employee elected or
appointed by the Board of Directors may be removed by the Board of Directors,
with or without cause, whenever in its judgment the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create contract rights.
Section 4.04. Resignations. Any officer may resign at any time by
giving written notice to the Board of Directors, the President or the Secretary
of the Corporation. Any written notice delivered in person to the President or
the Secretary shall be effective upon delivery unless otherwise provided
therein. Written notice may be delivered by certified or registered mail, with
postage thereon prepaid and a return receipt requested. Such resignation shall
take effect on the date of the receipt of such notice which date of receipt
shall be deemed to be the date indicated upon the registered or certified mail
return receipt, or at any later time specified therein. Unless otherwise
specified herein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 4.05. Vacancies. A vacancy in any office because of death,
incapacity, resignation, removal, disqualification or otherwise, may be filled
by the Board of Directors for the unexpired portion of the term.
Section 4.06. Chairman of the Board of Directors. The Board of
Directors may appoint a Chairman of the Board of Directors, who shall be a
director but need not be a shareholder of the
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Corporation. The Chairman shall preside at all meetings of the shareholders and
the Board of Directors and in his absence, the President shall so preside. The
Chairman of the Board of Directors shall perform such other duties as from time
to time may be assigned to the Chairman of the Board of Directors by the Board
of Directors.
Section 4.07. President. The President shall be the chief operating
officer of the Corporation and shall in general supervise and control all of the
business and affairs of the Corporation. The President may sign, with the
Secretary or any other proper officer of the Corporation thereunto authorized by
the Board of Directors, certificates for shares of the Corporation, any deed,
mortgages, bonds, contracts, or other instruments which the Board of Directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
By-Laws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed. The President may vote in person or
by proxy shares in other corporations standing in the name of this Corporation.
The President shall in general perform all duties incident to the office of
President and such other duties as may be prescribed by the Board of Directors
from time to time.
Section 4.08. Vice President(s). In the absence of the President,
whether due to resignation, incapacity or any other cause, or in the event of
the President's death, inability or refusal to act, the Vice President (or in
the event there be more than one Vice President, the Vice Presidents in the
order designated at the time of their election, or in the absence of any
designation, then in the order of their election) shall perform the duties of
President, and when so acting, shall have all powers of and be subject to all
the restrictions upon the President. The Vice President shall exercise such
powers only so long as the President remains absent or incapacitated, or until
the Board of Directors elects a new President. Any Vice President may sign, with
the Secretary, an Assistant Secretary, Treasurer or an Assistant Treasurer,
certificates for shares of the Corporation; and shall perform such other duties
as from time to time may be assigned to him or her by the President or by the
Board of Directors.
Section 4.09. Secretary. The Secretary shall (a) keep the minutes of
the proceedings of the shareholders and of the Board of Directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these By-Laws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; (e) sign with the President, or a Vice
President, certificates for shares of the Corporation, the issuance of which
shall have been authorized by resolution of the Board of Directors; (f) shall
have general charge of the stock transfer books of the Corporation; and (g) in
general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to the Secretary by the President or
by the Board of Directors.
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Section 4.10. Treasurer. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the Corporation;
(b) receive and give receipts for moneys due and payable to the Corporation from
any source whatsoever, and deposit all such moneys in the name of the
Corporation in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of Article V of these By-Laws; and
(c) in general perform all of the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to the Treasurer by the
President or by the Board of Directors. If required by the Board of Directors,
the Treasurer shall give a bond for the faithful discharge of the Treasurer's
duties in such sum and with surety or sureties as the Board of Directors shall
determine.
Section 4.11. Salaries. The salaries of the officers shall be fixed
from time to time by the Board of Directors and no officer shall be prevented
from receiving such salary by reason of the fact that the officer is also a
director of the Corporation and participated in determining and voting upon the
salary.
ARTICLE V. - CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 5.01. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
Section 5.02. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
Section 5.03. Checks, Drafts, etc. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
Section 5.04. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.
ARTICLE VI. - CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 6.01. Certificates for Shares. Certificates representing
shares of the Corporation shall be in such form as shall be determined by the
Board of Directors.
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The shares of the Corporation shall be represented by certificates
signed by the President or a Vice President, and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer of the
Corporation and sealed with the seal of the Corporation or a facsimile thereof.
Any signatures on the certificates may be facsimile. All certificates for shares
shall be consecutively numbered or otherwise identified. The name and address of
the person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the Corporation for transfer shall
be canceled, and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and canceled, except
that in the case of a lost, destroyed or mutilated certificate a new one may be
issued therefor upon such terms as the Board of Directors may prescribe.
Section 6.02. Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by his or her legal representative, or by his or her
attorney thereunto authorized by power of attorney duly executed and filed with
the Secretary of the Corporation, and on surrender for cancellation of the
certificate for such shares. The person in whose name shares stand on the books
of the Corporation shall be deemed by the Corporation to be the owner thereof
for all purposes.
ARTICLE VII. - FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of
January and end on the thirty-first day of December in each year.
ARTICLE VIII. - DIVIDENDS
The Board of Directors may, from time to time, declare and the
Corporation may pay dividends on its outstanding shares in the manner, and upon
the terms and conditions provided by law and the Articles of Incorporation of
the Corporation.
ARTICLE IX. - CORPORATE SEAL
The Board of Directors shall provide a corporate seal in the form of a
circle with the name of the Corporation inscribed thereon.
ARTICLE X. - WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or
director of the Corporation under the provisions of these By-Laws or of the
Articles of Incorporation or of The
12
<PAGE>
General and Business Corporation Law of Missouri, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice.
ARTICLE XI. - AMENDMENTS
These By-Laws may be altered, amended or repealed and new By-Laws
adopted by action of a majority of the directors at any regular or special
meeting of the directors.
Adopted on March 31, 1998.
/s/ Lloyd R. Abrams
President and Chief Executive Officer
ATTEST:
/s/ Ramakant Agarwal
Vice President, Chief Financial
Officer and Secretary
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SHCEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE COMPANY'S
QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTER ENDED MARCH 31, 1998,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 221,788
<SECURITIES> 0
<RECEIVABLES> 2,138,880
<ALLOWANCES> 139,000
<INVENTORY> 1,177,030
<CURRENT-ASSETS> 3,505,648
<PP&E> 379,022
<DEPRECIATION> 197,871
<TOTAL-ASSETS> 3,756,599
<CURRENT-LIABILITIES> 1,608,022
<BONDS> 0
0
0
<COMMON> 506,391
<OTHER-SE> 1,500,178
<TOTAL-LIABILITY-AND-EQUITY> 3,756,599
<SALES> 3,683,647
<TOTAL-REVENUES> 3,764,954
<CGS> 2,564,387
<TOTAL-COSTS> 2,564,387
<OTHER-EXPENSES> 832,936
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 33,982
<INCOME-PRETAX> 333,649
<INCOME-TAX> 0
<INCOME-CONTINUING> 333,649
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 333,649
<EPS-PRIMARY> 0.119
<EPS-DILUTED> 0.113
</TABLE>
