<PAGE> 1
<TABLE>
<S> <C>
As filed with the Securities and Exchange Commission on June 18, 1996 Registration No. _______
</TABLE>
---------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UC'NWIN SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
DELAWARE 59-2285921
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number)
5601 North Powerline Road, Suite 404, Fort Lauderdale, Florida 33309 (954) 492-9797
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)
</TABLE>
Professional Consulting Agreement between
Richard Gladstone, Lyle Pfeffer
and Richard P. Greene
(Full title of the plan)
<TABLE>
<S> <C>
RL&F Service Corp.
One Rodney Square, 10th and King Streets, 10th Floor, Wilmington, Delaware 19801
(Address, including zip code, and telephone number, including area code, of agent for service)
</TABLE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to to be Offering Price per Aggregate Registration
be Registered Registered Share/Option Offering Price Fee
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Richard Gladstone:
- -----------------
Common Stock(1)(3) 100,000 $.91 $ 91,000 $ 31.38
Common Stock Underlying
Options (365 days)(1)(2) 500,000 $.91 $455,000 $156.90
Lyle Pfeffer:
- ------------
Common Stock(1)(3) 1,000,000 $.91 $910,000 $313.79
Common Stock Underlying
Options (1095 days)(1)(2) 1,500,000 $.50 $750,000 $258.62
Richard P. Greene:
- -----------------
Common Stock(1)(3) 25,000 $.91 $ 22,750 $7.84
TOTAL $768.53
- --------------------------------------------------------------------------------------------
</TABLE>
(1) Represents shares issuable under certain conditions to Richard Gladstone,
Lyle Pfeffer and Richard P. Greene.
(2) The offering price per share is calculated in accordance with Rule 457(g)
wherein the securities are being offered pursuant to options; therefore,
the registration fee is based upon the price at which the options may be
exercised.
(3) The prices hereof may change prior to the effective date of the
Registration Statement; therefore, such prices are estimated solely for
the purposes of computing the registration fee pursuant to Rule 457(a).
<PAGE> 2
PART I
ITEM 1. PLAN INFORMATION.
Not applicable.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not applicable.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates the following documents by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995;
(b) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1996;
(c) All other documents filed by Registrant after the date of this
Registration Statement under Section 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 this Registration Statement that registers securities covered
hereunder that remain unsold.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered hereby is subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended. The Company's
authorized capitalization is 60,000,000 shares of common stock, $.01 par value,
of which 25,536,747 shares of common stock are issued and outstanding.
Holders of the Company's Common Stock are entitled to one vote per share
on each matter submitted to vote at any meeting of shareholders. Shares of
Common Stock do not carry cumulative voting rights and therefore, holders of a
majority of the outstanding shares of Common Stock will be able to elect the
entire board of directors and, if they do so, minority shareholders would not
be able to elect any members to the board of directors. The Company's board of
2
<PAGE> 3
directors has authority, without action by the Company's shareholders, to issue
all or any portion of the authorized but unissued shares of Common Stock, which
would reduce the percentage ownership of the Company of its shareholders and
which would dilute the book value of the Common Stock.
Shareholders of the Company have no preemptive rights to acquire
additional shares of Common Stock. The Common Stock is not subject to
redemption and carries no subscription or conversion rights. In the event of
liquidation of the Company, the shares of Common Stock are entitled to share
equally in corporate assets after the satisfaction of all liabilities. Holders
of Common Stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally available for the
payment of dividends. During the last two fiscal years the Company has not
paid cash dividends on its Common Stock and does not anticipate that it will
pay cash dividends in the foreseeable future.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Registrant is a Delaware corporation. The General Corporation Law of
the State of Delaware provides authority for broad indemnification of
directors, officers, employees and agents.
The Registrant has entered into indemnification agreements with its
Directors indemnifying them against liability and reasonable costs and expenses
incurred in litigation arising by reason of the fact that he or she is or was a
director, officer, stockholder, employee, or agent of the Registrant, provided
that the director acted in good faith and in a manner reasonably intended to be
in or not opposed to the best interests of the Registrant, and with respect to
any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
3
<PAGE> 4
ITEM 8. EXHIBITS
Exhibit Description
- -------- -----------
3.1 Certificate of Discontinuance, Canada, dated 12/11/95;
Certificate of Domestication, Delaware, filed 12/11/95; and
Certificate of Incorporation, filed 12/11/95
3.2 Bylaws of the Registrant
5.1 Opinion of Richard P. Greene, P.A.
10.1 Consulting Agreement between the Registrant and Richard Gladstone,
dated April 17, 1996
10.2 Consulting Agreement between the Registrant and Lyle Pfeffer,
dated June 5, 1996
10.3 Employment and Fee Agreement between the Registrant and Richard P.
Greene, dated May 31, 1996
23.1 Consent of Richard P. Greene, P.A.
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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 offered 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.
4
<PAGE> 5
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the 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.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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 of the Registrant 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 Act and
will be governed by final adjudication of such issue.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing the Registration Statement 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 Fort Lauderdale, State
of Florida on this 18th day of June, 1996.
UC'NWIN SYSTEMS CORPORATION
By: /s/ John Neilson
-----------------------
John Neilson, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Date: June 18, 1996 By: /s/ John Neilson
----------------- --------------------------------
John Neilson
Principal Executive Officer,
Principal Financial Officer
and Principal Accounting Officer
6
<PAGE> 7
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
3.1 Certificate of Discontinuance, Canada, dated 12/11/95;
Certificate of Domestication, Delaware, filed 12/11/95; and
Certificate of Incorporation, filed 12/11/95
3.2 Bylaws of the Registrant
5.1 Opinion of Richard P. Greene, P.A.
10.1 Consulting Agreement between the Registrant and Richard Gladstone,
dated April 17, 1996
10.2 Consulting Agreement between the Registrant and Lyle Pfeffer,
dated June 5, 1996
10.3 Employment and Fee Agreement between the Registrant and Richard P.
Greene, dated May 31, 1996
23.1 Consent of Richard P. Greene, P.A.
<PAGE> 1
Exhibit 3.1
[CANADA FLAG Logo] Industry Canada Industrie Canada
<TABLE>
<S> <C>
CERTIFICATE CERTIFICAT DE CHANGEMENT
OF DISCONTINUANCE DE REGIME
CANADA BUSINESS LOI CANADIENNE SUR
CORPORATIONS ACT LES SOCIETES PAR ACTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
UC'NWIN SYSTEMS LTD. 146728-0
- ------------------------------------------------- -------------------------------------------------
Name of corporation-Denomination de la societe Corporation number-Numero de la societe
I hereby certify that the above-named corporation Je certifie que la societe susmentionnee:
a) was discontinued under section 188 of the Canada /X/ a) a change de regime en vertu de l'article 188 de la Loi
Business Corporations Act and continued under canadienne sur les societes par actions et a ete
the laws of another jurisdiction as specified in the prorogee sous le regime d'une autre autorite
attached notice; legislative, laquelle est mentionnee dans l'avis ci-joint;
b) was discontinued under section 188 of the Canada b) a change de regime en vertu de l'article 188 de la Loi
Business Corporations Act and continued under canadienne sur les societes par actions et a ete
the prorogee sous le regime de la:
i) Bank Act, / / i) Loi sur les banques,
ii) Canada Cooperative Associations Act, / / ii) Loi sur les associations cooperatives du Canada,
iii) Insurance Companies Act, or / / iii) Loi sur les societes d'assurances,
iv) Trust and Loans Companies Act, / / iv) Loi sur les societes de fiducie et de pret,
as specified in the attached notice; or laquelle est mentionnee dans l'avis ci-joint;
c) was amalgamated pursuant to the provisions of the c) a ete fusionnee en vertu des dispositions de la
i) Bank Act, / / i) Loi sur les banques,
ii) Canada Credit Associations Act, / / ii) Loi sur les associations cooperatives du Canada,
iii) Cooperative Credit Associations Act, / / iii) Loi sur les associations cooperative de credit,
iv) Insurance Companies Act, or / / iv) Loi sur les societes d'assurances,
v) Trust and Loans Companies Act. / / v) Loi sur les societes de fiducie et de pret.
as specified in the attached notice. laquelle est mentionnee dans l'avis ci-joint.
/s/
----------------------- DECEMBER 11, 1995/LE 11 DECEMBRE 1995
Director - Director Date of Discontinuance - Date du changement de regime
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
[CANADA LOGO]
<PAGE> 2
PAGE 1
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
DOMESTICATION OF NON U.S. CORPORATION OF "UC'NWIN SYSTEMS CORPORATION", FILED
IN THIS OFFICE THE ELEVENTH DAY OF DECEMBER, A.D. 1995, AT 12 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
[Seal] /s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2486928 8100D AUTHENTICATION:
7743573
950288408 DATE:
12-12-95
<PAGE> 3
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:00 PM 12/11/1995
950288408 - 2486928
CERTIFICATE OF DOMESTICATION
UC'NWIN Systems Ltd., a corporation organized and existing under the
laws of Canada, but which is domesticating to Delaware and changing its name to
"UC'NWIN Systems Corporation" (the "Corporation"), DOES HEREBY CERTIFY:
1. The Corporation was first incorporated, for purposes of the
Canada Business Corporations Act (the "CBCA"), under the
CBCA on April 5, 1983.
2. The name of the Corporation immediately prior to the filing
of this Certificate of Domestication with the Secretary of
State of the State of Delaware (the "Secretary of State")
was UC'NWIN Systems Ltd.
3. The name of the Corporation as set forth in the
Certificate of Incorporation being filed with the Secretary
of State in accordance with Section 388(b) of the General
Corporation Law of the State of Delaware is UC'NWIN Systems
Corporation.
4. The principal place of business of the Corporation
immediately prior to the filing of this Certificate of
Domestication with the Secretary of State was 555 Richmond
Street West, Suite 905, Toronto, Ontario M5V 3B1, Canada.
5. A Certificate of Incorporation of UC'NWIN Systems Corporation
is being filed with the Secretary of State contemporaneously
with the filing of this Certificate of Domestication.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
duly executed by Ivan Thornley-Hall, its President, on this 11th day of
December, 1995.
UC'NWIN Systems Ltd.
By: /s/ IVAN THORNLEY-HALL
---------------------------
Ivan Thornley-Hall
President
<PAGE> 4
STATE OF DELAWARE
PAGE 1
OFFICE OF THE SECRETARY OF STATE
-----------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "UC'NWIN SYSTEMS CORPORATION" FILED IN THIS OFFICE ON THE
ELEVENTH DAY OF DECEMBER, A.D. 1995, AT 12 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
[LOGO] /s/ EDWARD J. FREEL
-------------------------------
Edward J. Freel, Secretary of State
2486928 8100D AUTHENTICATION:
7743572
950288408 DATE:
12-12-95
<PAGE> 5
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:00 PM 12/11/1995
950288408 - 2486928
CERTIFICATE OF INCORPORATION
OF
UC'NWIN SYSTEMS CORPORATION
The undersigned, for the purposes of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, does
execute this Certificate of Incorporation and does hereby certify as follows:
ARTICLE I
The name of the Corporation is UC'NWIN Systems Corporation.
ARTICLE II
The registered office of the Corporation in the State of Delaware is
10th Floor, One Rodney Square, 10th and King Streets, Wilmington, County of New
Castle, Delaware 19801. The name of the Corporation's registered agent is RL&F
Service Corp.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the Sate of Delaware.
ARTICLE IV
The total number of shares of stock which the Corporation shall have
authority to issue is sixty million (60,000,000). All such shares are to be
common stock, par value of one cent ($.01) per share, and are to be of one
class.
ARTICLE V
The name and mailing address of the Incorporator is William J. Haubert,
Richards, Layton & Finger, P.O. Box 551, Wilmington, Delaware 19899.
ARTICLE VI
The powers of the Incorporator shall terminate upon the filing of this
Certificate of Incorporation. The names and mailing addresses of the persons
who are to serve as the initial directors of the Corporation until the first
annual meeting of the stockholders of the Corporation, or until their
successors are elected and qualify, are:
-1-
<PAGE> 6
Unless and except to the extent that the By-laws of the Corporation
shall so require, the election of directors of the Corporation need not be by
written ballot.
ARTICLE VIII
1. Pursuant to Section 262(c) of the General Corporation Law of
the State of Delaware (the "General Corporation Law"), a holder of shares of
any class or series of stock of the Corporation shall be entitled to appraisal
rights in the event the Corporation:
(i) amends its Certificate of Incorporation to add, change, or
remove any provisions restricting or constraining the issue,
transfer, or ownership of stock of the class or series held by
the person seeking appraisal rights;
(ii) amends its Certificate of Incorporation in any manner that
would require a separate class vote of holders of the
outstanding securities of such class or series under Section
242(b)(2) of the General Corporation Law;
(iii) amends its Certificate of Incorporation to add, change, or
remove any restriction upon the business or businesses that
the Corporation may carry on;
(iv) sells, leases or exchanges all or substantially all of its
property and assets, including its goodwill and its corporate
franchises;
(v) amends the provisions of this Article VIII; or
-2-
<PAGE> 7
(vi) effects any merger or consolidation in which the Corporation is a
constituent corporation, whether or not any appraisal rights are
otherwise available under Section 262 of the General Corporation
Law.
2. Subject to Section 4 of this Article VIII, the Corporation shall
remain incorporated under the General Corporation Law or any statutory
modification or replacement thereof and shall not merge or consolidate with any
entity except as provided in this Article VIII.
3. Notwithstanding that a lesser or no vote of the stockholders may be
required by law, and in addition to any other vote of stockholders required by
law or this Certificate of Incorporation, but subject to Section 4 of this
Article VIII, the provisions of this Article VIII may only be amended by merger
or otherwise:
(i) Where the effective date of such amendment occurs on or before a
specified date which is 5 years from the date of issue of the
Director's Certificate of Discontinuance under the Canada Business
of Corporations Act (the "Directors's Certificate"), by a resolution
passed by the affirmative vote of stockholders holding not less than
90% of the voting power of each class or series of stock of the
Corporation, whether or not such class or series of stock otherwise
has voting rights; and
(ii) Where the effective date of such amendment occurs after a specified
date which is 5 years from the date of issue of the Director's
Certificate, by a resolution passed by the affirmative vote of
stockholders holding not less than 66 2/3% of the voting power of
each class or series of stock of the Corporation, whether or not
such class or series of stock otherwise has voting rights.
4. Notwithstanding Sections 2 and 3 of this Article VIII, the
Corporation may merger or consolidate with another entity if:
(i) the entity surviving such merger or consolidation is a Delaware
corporation subject to the General Corporation Law and its
Certificate of Incorporation includes all of the provisions of this
Article VIII; or
(ii) such entity owns or operates a significant business and is not
controlled by, or under common control with, the Corporation, and
such merger or consolidation does not have as its primary purpose,
the avoidance of this Article VIII.
and, in either case:
(iii) such merger or consolidation is approved in the same manner and by
the vote of stockholders as is required by the General Corporation
Law; and
- 3 -
<PAGE> 8
(iv) appraisal rights are provided to stockholders of the
Corporation on the same basis in respect of such merger or
consolidation as is set forth in Section 1 of this Article VIII.
ARTICLE IX
In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors is expressly authorized
and empowered to make, alter and repeal the By-laws of the Corporation, subject
to the power of the stockholders of the Corporation to alter or repeal any
by-law made by the Board of Directors.
ARTICLE X
A director of this Corporation shall not be liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the General Corporation Law as the same exists
or may hereafter be amended.
Any repeal or modification of the foregoing paragraph shall not
adversely affect any right or protection of a director of the Corporation
existing hereunder with respect to any act or omission occurring prior to such
repeal or modification.
ARTICLE XI
The Corporation reserves the right at any time, and from time to time,
to amend, alter, change or repeal any provision contained in this Certificate
of Incorporation, and other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now or
hereafter prescribed by law; and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the rights reserved in this
article.
IN WITNESS WHEREOF, I, the undersigned, being the Incorporator
hereinabove named, do hereby further certify that the facts hereinabove stated
are truly set forth, and accordingly I have hereunto set my hand this 11th day
of December, 1995.
/s/
-------------------------
Incorporator
-4-
<PAGE> 1
Exhibit 3.2
BY-LAW No. 1-A
A by-law relating generally to the transaction of the business and
affairs of
FMG TELECOMPUTER LTD.
Contents
One - Interpretation
Two - Business of the Corporation
Three - Borrowing and Securities
Four - Directors
Five - Committees
Six - Officers
Seven - Protection of Directors, Officers and Others
Eight - Shares
Nine - Dividends and Rights
Ten - Meetings of Shareholders
Eleven - Notices
Twelve - Effective Date
<PAGE> 2
-2-
BE IT ENACTED as a by-law of the Corporation as follows:
SECTION ONE
INTERPRETATION
10.01 DEFINITIONS - In the by-laws of the Corporation, unless the context
otherwise requires:
"Act" means the Canada Business Corporations Act, and any statute that
may be substituted therefor, as from time to time amended;
"appoint" includes "elect" and vice versa;
"articles" means the articles attached to the certificate of
continuation of the Corporation as from time to time amended or restated;
"board" means the board of directors of the Corporation;
"by-laws" means this by-law and all other by-laws of the Corporation
from time to time in force and effect;
"cheque" includes a draft;
"Corporation" means the corporation continued by the said certificate
under the Act and named "FMG TELECOMPUTER LTD.";
"meeting of shareholders" includes an annual meeting of shareholders and
a special meeting of shareholders; "special meeting of shareholders"
includes a meeting of any class or classes of shareholders and a special
meeting of all shareholders entitled to vote at an annual meeting of
shareholders;
"non-business day" means Saturday, Sunday and any other day that is a
holiday as defined in the Interpretation Act (Canada) as from time to
time amended;
"recorded address" means in the case of a shareholder his address as
recorded in the securities register; and in the case of joint
shareholders the address appearing in the securities register in respect
of such joint holding or the first address so appearing if there are more
than one; and in the case of a director, officer, auditor or member of a
committee of the board, his latest address as recorded in the records of
the Corporation;
"resident Canadian" means an individual who is
(a) a Canadian citizen ordinarily resident in Canada;
(b) A Canadian citizen not ordinarily resident in Canada who is a
member of a prescribed class of persons, or
(c) a permanent resident within the meaning of the Immigration Act,
1976 and ordinarily resident in Canada, except a permanent resident
who has been ordinarily resident in Canada for more than one year
after the time at which he first became eligible to apply for
Canadian citizenship;
<PAGE> 3
-3-
"signing officer" means, in relation to any instrument, any person
authorized to sign the same on behalf of the Corporation by or
pursuant to section 2.04;
Save as aforesaid, words and expressions defined in the Act have
the same meanings when used herein. Words importing the singular
number include the plural and vice versa; words importing gender
include the masculine, feminine and neuter genders; and words
importing a person include an individual, partnership, association,
body corporate, trustee, executor, administrator, and legal
representative.
SECTION TWO
BUSINESS OF THE CORPORATION
2.01 REGISTERED OFFICE - The registered office of the Corporation shall be at
the place within Canada from time to time specified in the articles and
at such location therein as the board may from time to time determine.
2.02 CORPORATE SEAL - Until changed by the board, the corporate seal of the
Corporation shall be in the form impressed hereon.
2.03 FINANCIAL YEAR - Until changed by the board, the financial year of the
Corporation shall end on the last day of December in each year.
2.04 EXECUTION OF INSTRUMENTS - Deeds, transfers, assignments, contracts,
obligations, certificates and other instruments may be signed on behalf
of the Corporation by two persons, one of whom holds the office of
chairman of the board, managing director, president, vice-president or
director and the other of whom holds one of the said offices or the
office of secretary, treasurer, assistant secretary or assistant
treasurer or any other office created by by-law or by the board. In
addition, the board or the said two persons may from time to time direct
the manner in which and the person or persons by whom any particular
instrument or class of instruments may or shall be signed. Any signing
officer may affix the corporate seal to any instrument requiring the
same.
2.05 BANKING ARRANGEMENTS - The banking business of the Corporation including,
without limitation, the borrowing of money and the giving of security
therefor, shall be transacted with such banks, trust companies or other
bodies corporate or organizations as may from time to time be designated
by or under the authority of the board. Such banking business or any
part thereof shall be transacted under such agreements, instructions and
delegations of powers as the board may from time to time prescribe.
2.06 VOTING RIGHTS IN OTHER BODIES CORPORATE - The signing officers of the
Corporation may execute and deliver proxies and arrange for the issuance
of voting certificates or other evidence of the right to exercise the
voting rights attaching to any securities held by the Corporation.
Such instruments shall be in favour of such persons as may be determined
by the officers executing or arranging for the same. In addition, the
board may from time to time direct the manner in which and the persons by
whom any particular voting rights or class of voting rights may or shall
be exercised.
<PAGE> 4
-4-
2.07 DIVISIONS - The board may cause the business and operations of the
Corporation or any part thereof to be divided into one or more
divisions upon such basis, including without limitation, types of
business or operations, geographical territories, product lines or goods
or services as the board may consider appropriate in each case. From
time to time the board or, if authorized by the board, the chief
executive officer may authorize, upon such basis as may be considered
appropriate in each case:
(a) SUBDIVISION AND CONSOLIDATION - The further division of the business
and operations of any such division into sub-units and the
consolidation of the business and operations of any such divisions
and sub-units;
(b) NAME - The designation of any such division or sub-unit by, and the
carrying on of the business and operations of any such division or
sub-unit under, a name other than the name of the Corporation;
provided that the Corporation shall set out its name in legible
characters in all contracts, invoices, negotiable instruments and
orders for goods or services issued or made by or on behalf of the
Corporation; and
(c) OFFICERS - The appointment of officers for any such division or
sub-unit, the determination of their powers and duties, and the
removal of any such officer so appointed without prejudice to such
officer's rights under any employment contract or in law, provided
that any such officers shall not, as such, be officers of the
Corporation.
SECTION THREE
BORROWING AND SECURITIES
3.01 BORROWING POWER - Without limiting the borrowing powers of the
corporation as set forth in the Act, but subject to the articles,
the board may from time to time on behalf of the Corporation, without
authorization of the shareholders:
(a) borrow money upon the credit of the Corporation;
(b) issue, reissue, sell or pledge bonds, debentures, notes or other
evidences of indebtedness or guarantee of the Corporation, whether
secured or unsecured;
(c) to the extent permitted by the Act, give a guarantee on behalf of
the Corporation to secure performance of any present or future
indebtedness, liability or obligation of any person; and
(d) mortgage, hypothecate, pledge or otherwise create a security
interest in all or any currently owned or subsequently acquired
real or personal, movable or immovable, property of the Corporation
including book debts, rights, powers, franchises and undertakings,
to secure any such bonds, debentures, notes or other evidences of
indebtedness or guarantee or any other present or future
indebtedness, liability or obligation of the Corporation.
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Nothing in this section limits or restricts the borrowing of
money by the Corporation on bills of exchange or promissory notes made,
drawn, accepted or endorsed by or on behalf of the Corporation.
3.02 DELEGATION - The board may from time to time delegate to a
committee of the board, a director or an officer of the
Corporation or any other person as may be designated by the board all
or any of the powers conferred on the board by section 3.01 or by the
Act to such extent and in such manner as the board may determine at the
time of such delegation.
SECTION FOUR
DIRECTORS
4.01 NUMBER OF DIRECTORS - Until changed in accordance with
the Act, the board shall consist of not fewer than the minimum number
and not more than the maximum number of directors provided in the
articles.
4.02 QUALIFICATION - No person shall be qualified for election as a
director if he is less than 18 years of age; if he is of unsound
mind or incapable of managing his affairs and has been so found by a
court in Canada or elsewhere; if he is not an individual; or if he has
the status of a bankrupt. A director need not be a shareholder. A
majority of the directors shall be resident Canadians, and, so long as
required by the Act, as least two directors shall not be officers or
employees of the Corporation or its affiliates.
4.03 ELECTION AND TERM - The election of directors shall take place at
each annual meeting of shareholders and all the directors then in
office shall retire but, if qualified, shall be eligible for
re-election. The number of directors to be elected at any such meeting
shall be the number of directors then in office unless the directors or
the shareholders otherwise determine. Where the shareholders adopt an
amendment to the articles to increase the number or minimum number of
directors, the shareholders may, at the meeting at which they adopt the
amendment, elect the additional number of directors authorized by the
amendment. The election shall be by resolution. If an election of
directors is not held at the proper time, the incumbent directors shall
continue in office until their successors are elected.
4.04 REMOVAL OF DIRECTORS - Subject to the Act, the shareholders may
by resolution passed at a meeting specially called for such
purpose remove any director from office and the vacancy created by such
removal may be filled at the same meeting, failing which it may be
filled by the board.
4.05 VACATION OF OFFICE - A director ceases to hold office when he
dies; he is removed from office by the shareholders; he ceases
to be qualified for election as a director; or his written resignation
is sent or delivered to the Corporation, or, if a time is specified in
such resignation, at the time so specified, whichever is later.
4.06 (a) VACANCIES - Subject to the Act, a quorum of the board may fill a
vacancy in the board, except a vacancy resulting from an increase
in the number or minimum
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number of directors or from a failure of the shareholders to elect
the number or minimum number of directors.
(b) If a minimum and maximum number of directors is authorized and less
than the maximum number of directors is in office, the board or the
shareholders may from time to time appoint additional directors
until the maximum is reached.
44.07 ACTION BY THE BOARD - The board shall manage the business and
affairs of the Corporation. The powers of the board may be exercised at a
meeting (subject to section 4.08 and 4.09) at which a quorum is present or
by resolution in writing signed by all the directors entitled to vote on
that resolution at a meeting of the board. Where there is a vacancy in
the board, the remaining directors may exercise all the powers of the
board so long as a quorum remains in office.
4.08 CANADIAN MAJORITY AT MEETINGS - The board shall not transact business at a
meeting, other than filling a vacancy in the board, unless a majority of
the directors present are resident Canadians, except where
(a) a resident Canadian director who is unable to be present approves in
writing or by telephone or other communications facilities the
business transacted at the meeting; and
(b) a majority of resident Canadians would have been present had that
director been present at the meeting.
4.09 MEETING BY TELEPHONE - If all the directors of the Corporation consent, a
director may participate in a meeting of the board or of a committee of
the board by means of such telephone or other communications facilities as
permit all persons participating in the meeting to hear each other, and a
director participating in such a meeting by such means is deemed to be
present at the meeting. Any such consent shall be effective whether given
before or after the meeting to which it relates and may be given with
respect to all meetings of the board and of committees of the board.
4.10 PLACE OF MEETINGS - Meetings of the board may be held at any place in or
outside Canada.
4.11 CALLING OF MEETINGS - Meetings of the board shall be held from time to
time at such time and at such place as the board, the chairman of the
board, the managing director, the president or any two directors may
determine.
4.12 NOTICE OF MEETING - Notice of the time and place of each meeting of the
board shall be given in the manner provided in Section Eleven to each
director
(a) not less than 48 hours before the time when the meeting is to be
held if the notice is given personally or is delivered to his
recorded address or is sent by means of transmitted or recorded
communication, and
(b) not less than 72 hours before the time when the meeting is to be
held if the notice is given otherwise.
A notice of a meeting of directors need not specify the purpose of or th e
business to be transacted at the meeting except where the Act requires
such purpose or business to be specified, including, if required by the
Act, any proposal to:
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(a) submit to the shareholders any question or matter requiring
approval of the shareholders;
(b) fill a vacancy among the directors or in the office of auditor;
(c) issue securities;
(d) declare dividends;
(e) purchase, redeem or otherwise acquire shares issued by the
Corporation;
(f) pay a commission for the sale of shares;
(g) approve a management proxy circular;
(h) approve a take-over bid circular or directors' circular;
(i) approve any annual financial statements; or
(j) adopt, amend or repeal by-laws.
4.13 FIRST MEETING OF NEW BOARD - Provided a quorum of directors is present,
each newly elected board may without notice hold its first meeting
immediately following the meeting of shareholders at which such board is
elected.
4.14 ADJOURNED MEETING - Notice of an adjourned meeting of the board is not
required if the time and place of the adjourned meeting is announced at
the original meeting.
4.15 REGULAR MEETINGS - The board may appoint a day or days in any month or
months for regular meetings of the board at a place and hour to be named.
A copy of any resolution of the board fixing the place and time of such
regular meetings shall be sent to each director forthwith after being
passed, but no other notice shall be required for any such regular
meeting except where the Act requires the purpose thereof or the business
to be transacted thereat to be specified.
4.16 CHAIRMAN - The chairman of any meeting of the board shall be the first
mentioned of such of the following officers as have been appointed and
who is a director and is present at the meeting: chairman of the board,
managing director or president. If no such officer is present, the
directors present shall choose one of their number to be chairman.
4.17 QUORUM - Subject to section 4.08, the quorum for the transaction of
business at any meeting of the board shall consist of two directors or
such greater number of directors as the board may from time to time
determine.
4.18 VOTES TO GOVERN - At all meetings of the board every question shall be
decided by a majority of the votes cast on the question. In case of an
equality of votes the chairman of the meeting shall be entitled to a
second or casting vote.
4.19 CONFLICT OF INTEREST - A director or officer who is a party to, or who is
a director or officer of or has a material interest in any person who is
a party to, a material contract or proposed material contract with the
Corporation shall disclose the nature and extent of his interest at the
time and in the manner provided by the Act. Any such contract or
proposed contract shall be referred to the board or shareholders for
approval even
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if such contract is one that in the ordinary course of the Corporation's
business would not require approval by the board or shareholders. Such a
director shall not vote on any resolution to approve the same except as
provided by the Act.
4.20 REMUNERATION AND EXPENSES - The directors shall be paid such remuneration
for their services as the board may from time to time determine. The
directors shall also be entitled to be reimbursed for travelling and
other expenses properly incurred by them in attending meetings of the
board or any committee thereof. Nothing herein contained shall preclude
any director from serving the Corporation in any other capacity and
receiving remuneration therefor.
SECTION FIVE
COMMITTEES
5.01 COMMITTEES OF THE BOARD - The board may appoint one or more committees of
the board, however designated, and delegate to any such committee any of
the powers of the board except those which pertain to items which, under
the Act, a committee of the board has no authority to exercise. A
majority of the members of any such committee shall be resident
Canadians.
5.02 TRANSACTION OF BUSINESS - Subject to the provisions of section 4.09, the
powers of a committee of the board may be exercised by a meeting at which
a quorum is present or by resolution in writing signed by all members of
such committee would have been entitled to vote on that resolution at a
meeting of the committee. Meetings of such committee may be held at any
place in or outside Canada.
5.03 AUDIT COMMITTEE - The board shall elect annually from among its number an
audit committee to be composed of not fewer than three directors of whom
a majority shall not be officers or employees of the Corporation or its
affiliates. The audit committee shall have the powers and duties
provided in the Act.
5.04 ADVISORY BODIES - The board may from time to time appoint such advisory
bodies as it may deem advisable.
5.05 PROCEDURE - Unless otherwise determined by the board, each committee and
advisory body shall have power to fix its quorum at not less than a
majority of its members, to elect its chairman and to regulate its
procedure.
SECTION SIX
OFFICERS
6.01 APPOINTMENT - The board may from time to time appoint a president, one or
more vice-presidents (to which title may be added words indicating
seniority or function), a secretary, a treasurer and such other officers
as the board may determine, including one or more assistants to any of
the officers so
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appointed. The board may specify the duties of and, in accordance with
this by-law and subject to the Act, delegate to such officers powers to
manage the business and affairs of the Corporation. Subject to section
6.02 and 6.03, an officer may but need not be a director and one person
may hold more than one office.
6.02 CHAIRMAN OF THE BOARD - The board may from time to time also appoint a
chairman of the board who shall be a director. If appointed, the board
may assign to him any of the powers and duties that are by any
provisions of this by-law assigned to the managing director or to the
president; and he shall have such other powers and duties as the board
may specify.
6.03 MANAGING DIRECTOR - The board may from time to time also appoint a
managing director who shall be a resident Canadian and a director. If
appointed, he shall be the chief executive officer and, subject to the
authority of the board, shall have general supervision of the business
and affairs of the Corporation; and he shall have such other powers and
duties as the board may specify. During the absence or disability of
the president, or if no president has been appointed, the managing
director shall also have the powers and duties of that office.
6.04 PRESIDENT - The president shall be the chief operating officer and,
subject to the authority of the board, shall have general supervision
of the business of the Corporation; and shall have such other powers
and duties as the board may specify.
6.05 VICE-PRESIDENT - A vice-president shall have such powers and duties as
the board or the chief executive officer may specify.
6.06 SECRETARY - The secretary shall attend and be the secretary of all
meetings of the board, shareholders and committees of the board and
shall enter or cause to be entered in records kept for that purpose
minutes of all proceedings thereat; he shall give or cause to
be given, as and when instructed, all notices to shareholders,
directors, officers, auditors and members of committees of the board;
he shall be the custodian of the stamp or mechanical device generally
used for affixing the corporate seal of the Corporation and of all
books, papers, records, documents and instruments belonging to the
Corporation, except when some other officer or agent has been
appointed for that purpose; and he shall have such other powers and
duties as the board or the chief executive officer may specify.
6.07 TREASURER - The treasurer shall keep proper accounting records in
compliance with the Act and shall be responsible for the deposit of
money, the safekeeping of securities and the disbursement of the funds
of the Corporation; he shall render to the board whenever required an
account of all his transactions as treasurer and of the financial
position of the Corporation; and he shall have such other powers and
duties as the board or the chief executive officer may specify.
6.08 POWERS AND DUTIES OF OTHER OFFICERS - The powers and duties of all other
officers shall be such as the terms of their engagement call for or as
the board or the chief executive officer may specify. Any of the
powers and duties of an officer to whom an assistant has been appointed
may be exercised and performed by such assistant, unless the board or
the chief executive officer otherwise directs.
6.09 VARIATION OF POWERS AND DUTIES - The board may from time to time and
subject to the provisions of the Act, vary, add to or limit the powers
and duties of any officer.
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6.10 Term of Office - The board, in its discretion, may remove any officer of
the Corporation, without prejudice to such officer's rights under any
employment, contract or in law. Otherwise each officer appointed by the
board shall hold office until his successor is appointed, or until his
earlier resignation.
6.11 Conflict of Interest - An officer shall disclose his interest in any
material contract or proposed material contract with the Corporation in
accordance with section 4.19.
6.12 Agents and Attorneys - The Corporation, by or under the authority of the
board, shall have power from time to time to appoint agents or attorneys
for the Corporation in or outside Canada with such powers (including the
power to sub-delegate) of management, administration or otherwise as may
be thought fit.
Section Seven
PROTECTION OF DIRECTOR'S OFFICERS AND OTHERS
7.01 Limitation of Liability - Every director and officer of the Corporation
in exercising his powers and discharging his duties shall act honestly
and in good faith with a view to the best interests of the Corporation
and exercise the care, diligence and skill that a reasonably prudent
person would exercise in comparable circumstances. Subject to the
foregoing, no director or officer shall be liable for the acts, receipts,
neglects or defaults of any other director, officer or employee, or for
joining in any receipt or other act for conformity, or for any loss,
damage or expense happening to the Corporation through the insufficiency
or deficiency of title to any property acquired for or on behalf of the
Corporation, or for the insufficiency or deficiency of any security in or
upon which any of the moneys of the Corporation shall be invested, or
for any loss or damage arising from the bankruptcy, insolvency or
tortious acts of any person with whom any of the moneys, securities or
effects of the Corporation shall be deposited, or for any loss occasioned
by any error of judgment or oversight on his part, or for any other loss,
damage or misfortune which shall happen in the execution of the duties of
his office or in relation thereto; provided that nothing here shall
relieve any director or officer from the duty to act in accordance with
the Act and the regulations thereunder or from liability for any breach
thereof.
7.02 Indemnity - Subject to the Act, the Corporation shall indemnify a
director or officer, a former director or officer, or a person who acts
or acted at the Corporation's request as a director or officer of a body
corporate of which the Corporation is or was a shareholder or creditor,
and his heirs and legal representatives, against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by him in respect of any civil, criminal or
administration action or proceeding to which he is made a party by reason
of being or having been a director or officer of the Corporation or such
body corporate, if
(a) he acted honestly and in good faith with a view to the best interests
of the Corporation; and
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(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds
for believing that his conduct was lawful.
The Corporation shall also indemnify such person in such other
circumstances as the Act permits or requires. Nothing in this by-law
shall limit the right of any person entitled to indemnity to claim
indemnity apart from the provisions of this by-law.
7.03 INSURANCE - Subject to the Act, the Corporation may purchase and maintain
insurance for the benefit of any person referred to in section 7.02
against any liability incurred by him in his capacity as a director or
officer of the Corporation or of another body corporate where he acts or
acted in that capacity at the Corporation's request.
SECTION EIGHT
SHARES
8.01 ALLOTMENT OF SHARES - Subject to the Act and the articles, the board may
from time to time allot or grant options to purchase the whole or any
part of the authorized and unissued shares of the Corporation at such
times and to such persons and for such consideration as the board shall
determine, provided that no share shall be issued until it is fully paid
as provided by the Act.
8.02 COMMISSIONS - The board may from time to time authorize the Corporation
to pay a reasonable commission to any person in consideration of his
purchasing or agreeing to purchase shares of the Corporation, whether
from the Corporation of from any other person, or procuring or agreeing
to procure purchasers for any such shares.
8.03 REGISTRATION OF TRANSFER - Subject to the Act, no transfer of a share
shall be registered in a securities register except upon presentation
of the certificate representing such share with an endorsement which
complies with the Act made thereon or delivered therewith duly executed
by an appropriate person as provided by the Act, together with such
reasonable assurance that the endorsement is genuine and effective as the
board may from time to time prescribe, and upon payment of all applicable
taxes and any reasonable fees prescribed by the board.
8.04 TRANSFER AGENTS AND REGISTRARS - The board may from time to time appoint
one or more agents to maintain, in respect of each class of shares of
the Corporation issued by it, a central securities register and one or
more branch securities registers. Such a person may be designated as
transfer agent or registrar according to his functions and one person may
be designated both registrar and transfer agent. The board may at any
time terminate such appointment.
8.05 NON-RECOGNITION OF TRUSTS - Subject to the Act, the Corporation may treat
the registered holder of any share as the person exclusively entitled
to vote, to receive notices, to receive any dividend or other payments in
respect of the share, and otherwise to exercise all the rights and powers
of an owner of the share.
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8.06 SHARE CERTIFICATES - Every holder of one or more shares of the
Corporation shall be entitled, at his option, to a share certificate,
or to a non-transferable written certificate of acknowledgement of his
right to obtain a share certificate, stating the number and class or
series of shares held by him as shown on the securities register. Such
certificates shall be in such form as the board may from time to time
approve. Any such certificate shall be signed in accordance with section
2.04 and need not be under the corporate seal; provided that, unless the
board otherwise determines, certificates in respect of which a transfer
agent and/or registrar has been appointed shall not be valid unless
countersigned by or on behalf of such transfer agent and/or registrar.
The signature of one of the signing officers or, in the case of a
certificate which is not valid unless countersigned by or on behalf of a
transfer agent and/or registrar, and in the case of a certificate which
does not require a manual signature under the Act, the signatures of both
signing officers, may be printed or mechanically reproduced in facsimile
thereon. Every such facsimile signature shall for all purposes be deemed
to be signature of the officer whose signature it reproduces and shall be
binding upon the Corporation. A certificate executed as aforesaid shall
be valid notwithstanding that one or both of the officers whose facsimile
signature appears thereon no longer holds office at the date of issue of
the certificate.
8.07 REPLACEMENT OF SHARE CERTIFICATES - The board or any officer or agent
designated by the board may in its or his discretion direct the issue
of a new share or other such certificate in lieu of and upon cancellation
of a certificate that has been mutilated or in substitution for a
certificate claimed to have been lost, destroyed or wrongfully taken on
payment of such reasonable fee and on such terms as to indemnity,
reimbursement of expenses and evidence of loss and of title as the board
may from time to time prescribe, whether generally or in any particular
case.
8.08 JOINT HOLDERS - If two or more persons are registered as joint holders of
any share, the Corporation shall not be bound to issue more than one
certificate in respect thereof, and delivery of such certificate to one
of such persons shall be sufficient delivery to all of them. Any one of
such persons may give effectual receipts for the certificate issued in
respect thereof or for any dividend, bonus, return of capital or other
money payable or warrant issuable in respect of such share.
8.09 DECEASED SHAREHOLDERS - In the event of the death of a holder, or of one
of the joint holders, of any share, the Corporation shall not be
required to make any entry in the securities register in respect thereof
or to make an dividend or other payments in respect thereof except upon
production of all such documents as may be required by law and upon
compliance with the reasonable requirements of the Corporation and its
transfer agents.
SECTION NINE
DIVIDENDS AND RIGHTS
9.01 DIVIDENDS - Subject to the Act, the board may from time to time declare
dividends payable to the shareholders according to their respective rights
and interest in the Corporation.
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Dividends may be paid in money or property or by issuing fully paid
shares of the Corporation.
9.02 DIVIDEND CHEQUES - A dividend payable in money shall be paid by cheque
to the order of each registered holder of shares of the class or series
in respect of which it has been declared and mailed by prepaid ordinary
mail to such registered holder at his recorded address, unless such
holder otherwise directs. In the case of joint holders the cheque
shall, unless such joint holders otherwise direct, be made payable to
the order of all of such joint holders and mailed to them at their
recorded address. The mailing of such cheque as aforesaid, unless the
same is not paid on due presentation, shall satisfy and discharge the
liability for the dividend to the extent of the sum represented thereby
plus the amount of any tax which the Corporation is required to and
does withhold.
9.03 NON-RECEIPT OF CHEQUES - In the event of non-receipt of any dividend
cheque by the person to whom it is sent as aforesaid, the Corporation
shall issue to such person a replacement cheque for a like amount on
such terms as to indemnity, reimbursement of expenses and evidence of
non-receipt and of title as the board may from time to time prescribe,
whether generally or in any particular case.
9.04 RECORD DATE FOR DIVIDENDS AND RIGHTS - The board may fix in advance a
date, preceding by not more than 50 days the date for the payment
of any dividend or the date for the issue of any warrant or other
evidence of the right to subscribe for securities of the Corporation,
as a record date for the determination of the persons entitled to
receive payment of such dividend or to exercise the right to subscribe
for such securities, and notice of any such record date shall be given
not less than 7 days before such record date in the manner provided by
the Act. If no record date is so fixed, the record date for the
determination of the persons entitled to receive payment of any
dividend or to exercise the right to subscribe for securities of the
Corporation shall be at the close of business on the day on which the
resolution relating to such dividend or right to subscribe is passed by
the board.
9.05 UNCLAIMED DIVIDENDS - Any dividend unclaimed after a period of 6 years
from the date on which the same has been declared to be payable shall
be forfeited and shall revert to the Corporation.
SECTION TEN
MEETINGS OF SHAREHOLDERS
10.01 ANNUAL MEETINGS - The annual meeting of shareholders shall be held at
such time in each year and, subject to section 10.03, at such place
as the board, the chairman of the board, the managing director or the
president may from time to time determine, for the purpose of
considering the financial statements and reports required by the Act
to be placed before the annual meeting, electing directors, appointing
an auditor and for the transaction of such other business as may
properly be brought before the meeting.
10.02 SPECIAL MEETINGS - The board, the chairman of the board, the managing
director or the president shall have power to call a special meeting of
shareholders at any time.
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10.03 PLACE OF MEETINGS - Meetings of shareholders shall be held at the
registered office of the Corporation or elsewhere in the municipality
in which the registered office is situate or, if the board shall
so determine, at some other place in Canada.
10.04 NOTICE OF MEETINGS - Notice of the time and place of each meeting of
shareholders shall be given in the manner provided in Section
Eleven not less than 21 nor more than 50 days before the date of the
meeting to each director, to the auditor, and to each shareholder who
at the close of business on the record date for notice is entered in
the securities register as the holder of one or more shares carrying
the right to vote at the meeting. Notice of a meeting of shareholders
called for any purpose other than consideration of the financial
statements and auditor's report, election of directors and
reappointment of the incumbent auditor shall state the nature of such
business in sufficient detail to permit the shareholder to form a
reasoned judgment thereon and shall state the text of any special
resolution to be submitted to the meeting.
10.05 LIST OF SHAREHOLDERS ENTITLED TO NOTICE - For every meeting of
shareholders, the Corporation shall prepare a list of shareholders
entitled to receive notice of the meeting, arranged in alphabetical
order and showing the number of shares held by each shareholder
entitled to vote at the meeting. If a record date for the meeting is
fixed pursuant to section 10.06, the shareholders listed shall be
those registered at the close of business on such record date. If no
record date is fixed, the shareholders listed shall be those
registered at the close of business on the day immediately preceding
the day on which notice of the meeting is given or, where no such
notice is given, on the day on which the meeting is held. The list
shall be available for examination by any shareholder during usual
business hours at the registered office of the Corporation or at the
place where the central securities register is maintained and at the
meeting for which the list was prepared.
10.06 RECORD DATE FOR NOTICE - The board may fix in advance a date, preceding
the date of any meeting of shareholders by not more than 50 days and
not less than 21 days, as a record date for the determination of the
shareholders entitled to notice of the meeting, and notice of any such
record date shall be given not less than 7 days before such record
date, by newspaper advertisement in the manner provided in the Act. If
not record date is so fixed, the record date for the determination of
the shareholders entitled to receive notice of the meeting shall be at
the close of business on the day immediately preceding the day on which
the notice is given or, if no notice is given, the day on which the
meeting is held.
10.07 MEETINGS WITHOUT NOTICE - A meeting of shareholders may be held without
notice at any time and place permitted by the Act (a) if all the
shareholders entitled to vote thereat are present in person or duly
represented or if those not present or represented waive notice of or
otherwise consent to such meeting being held, and (b) if the auditors
and the directors are present or waive notice of or otherwise consent
to such meeting being held; so long as such shareholders, auditors or
directors present are not attending for the express purpose of
objecting to the transaction of any business on the grounds that the
meeting is not lawfully called. At such a meeting any business may be
transacted which the Corporation at a meeting of shareholders may
transact. If the meeting is held at a place outside Canada,
shareholders not present or duly represented, but who have waived
notice of or otherwise consented to such meeting, shall
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also be deemed to have consented to the meeting being held at such place.
10.08 CHAIRMAN, SECRETARY AND SCRUTINEERS - The chairman of any meeting of
shareholders shall be the first mentioned of such of the following
officers as have been appointed and who is present at the meeting:
managing director, president, chairman of the board, or a vice-president
who is a shareholder. If no such officer is present within 15 minutes
from the time fixed for holding the meeting, the persons present and
entitled to vote shall choose one of their number to be chairman. If
the secretary of the Corporation is absent, the chairman shall appoint
some person, who need not be a shareholder, to act as secretary of the
meeting. If desired, one or more scrutineers, who need not be
shareholders, may be appointed by a resolution or by the chairman with
the consent of the meeting.
10.09 PERSONS ENTITLED TO BE PRESENT - The only persons entitled to present at
a meeting of shareholders shall be those entitled to vote thereat, the
directors and auditor of the Corporation and others who, although not
entitled to vote, are entitled or required under any provision of the
Act or the articles or by-laws to be present at the meeting. Any other
person may be admitted only on the invitation of the chairman of the
meeting or with the consent of the meeting.
10.10 QUORUM - Subject to the Act, a quorum for the transaction of business at
any meeting of shareholders shall be two persons present in person,
each being a shareholder entitled to vote thereat or a duly appointed
proxyholder or representative for a shareholder so entitled. If a
quorum is present at the opening of any meeting of shareholders, the
shareholders present or represented may proceed with the business of the
meeting notwithstanding that a quorum is not present throughout the
meeting. If a quorum is not present at the opening of any meeting of
shareholders, the shareholders present or represented may adjourn the
meeting to a fixed time and place but may not transact any other
business.
10.11 RIGHT TO VOTE - Every person named in the list referred to in section
10.05 shall be entitled to vote the shares shown thereon opposite his
name at the meeting to which such list relates, except to the extent
that (a) where the Corporation has fixed a record date in respect of
such meeting, such person has transferred any of his shares after such
record date, or where the Corporation has not fixed a record date, or
where the Corporation has not fixed a record date in respect of such
meeting, such person has transferred any of his shares after the date on
which such list is prepared, and (b) the transferee, having produced
properly endorsed certificates evidencing such shares or having
otherwise established that he owns such shares, has demanded not later
than 10 days before the meeting that his name be included in such list.
In any such expected case the transferee shall be entitled to vote the
transferred shares at such meeting.
10.12 PROXYHOLDERS AND REPRESENTATIVES - Every shareholder entitled to vote at
a meeting of shareholders may appoint a proxyholder, or one or more
alternate proxyholders, to attend and act as his representative at the
meeting in the manner and to the extent authorized and with the
authority conferred by the proxy. A proxy shall be in writing executed
by the shareholder or his attorney and shall conform with the
requirements of the Act.
Alternatively, every such shareholder which is a body corporate or
association may authorize by resolution of its directors or
<PAGE> 16
-16-
governing body an individual to represent it at a meeting of
shareholders and such individual may exercise on the shareholder's
behalf all the powers it could exercise if it were an individual
shareholder. The authority of such an individual shall be established
by depositing with the Corporation a certified copy of such resolution,
or in such other manner as may be satisfactory to the secretary of the
Corporation or the chairman of the meeting. Any such proxyholder or
representative need not be a shareholder.
10.13 TIME FOR DEPOSIT OF PROXIES - The board may specify in a notice calling
a meeting of shareholders a time, preceding the time of such meeting by
not more than 48 hours exclusive of non-business days, before which time
proxies to be used at such meeting must be deposited. A proxy shall be
acted upon only if, prior to the time so specified, it shall have been
deposited with the Corporation or an agent thereof specified in such
notice or if, no such time having been specified in such notice, it has
been received by the secretary of the Corporation or by the chairman of
the meeting or any adjournment thereof prior to the time of voting.
10.14 JOINT SHAREHOLDERS - If two or more persons hold shares jointly, any one
of them present in person or duly represented at a meeting of
shareholders may, in the absence of the other or others, vote the
shares; but if two or more of those persons are present in person or
represented and vote, they shall vote as one the shares jointly held by
them.
10.15 VOTES TO GOVERN - At any meeting of shareholders every question shall,
unless otherwise required by the articles or by-laws or by law, be
determined by a majority of the votes cast on the question. In case of
an equality of votes either upon a show of hands or upon a poll, the
chairman of the meeting shall be entitled to a second or casting vote.
10.16 SHOW OF HANDS - Subject to the Act, any question at a meeting of
shareholders shall be decided by a show of hands, unless a ballot
thereon is required or demanded as hereinafter provided, upon a show of
hands every person who is present and entitled to vote shall have one
vote. Whenever a vote by show of hands shall have been taken upon a
question, unless a ballot thereon is so required or demanded, a
declaration by the chairman of the meeting that the vote upon the
question has been carried or carried by a particular majority or not
carried and an entry to that effect in the minutes of the meeting shall
be prima facie evidence of the fact with proof of the number of
proportion of the votes recorded in favour of or against any resolution
or other proceeding in respect of the said question, and the result of
the vote so taken shall be the decision of the shareholders upon the
said question.
10.17 BALLOTS - On any question proposed for consideration at a meeting of
shareholders, and whether or not a show of hands has been taken
thereon, the chairman may require a ballot or any person who is present
and entitled to vote on such question at the meeting may demand a
ballot. A ballot so required or demanded shall be taken in such manner
as the chairman shall direct. A requirement or demand for a ballot may
be withdrawn at any time prior to the taking of the ballot. If a ballot
is taken each person present shall be entitled, in respect of the shares
which he is entitled to vote at the meeting upon the question, to that
number of votes provided by the Act or the articles, and the result of
the ballot so taken shall be the decision of the shareholders upon the
said question.
<PAGE> 17
-17-
10.18 ADJOURNMENT - The chairman at a meeting of shareholders may, with the
consent of the meeting and the subject to such conditions as the
meeting may decide, adjourn the meeting from time to time and from
place to place. If a meeting of shareholders is adjourned for less
than 30 days, it shall not be necessary to give notice of the adjourned
meeting, other than by announcement at the earliest meeting that is
adjourned. Subject to the Act, if a meeting of shareholders is
adjourned by one or more adjournments for an aggregate of 30 days or
more, notice of the adjourned meeting shall be given as for an original
meeting.
10.19 RESOLUTION IN WRITING - A resolution in writing signed by all the
shareholders entitled to vote on that resolution at a meeting of the
shareholders is as valid as if it had been passed at a meeting of the
shareholders unless a written statement with respect to the subject
matter of the resolution is submitted by a director or the auditor in
accordance with the Act.
SECTION ELEVEN
NOTICES
11.01 METHOD OF GIVING NOTICES - Any notice (which term includes any
communication or document) to be given (which term includes sent,
delivered or served) pursuant to the Act, the regulations thereunder,
the articles, the by-laws or otherwise to a shareholder, director,
officer, auditor or member of a committee of the board shall be
sufficiently given if delivered personally to the person to whom it is
to be given or if delivered to his recorded address or if mailed to him
at his recorded address by prepaid ordinary or air mail or if sent to
him at his recorded address by any means of prepaid transmitted or
recorded communication. A notice so delivered shall be deemed to have
been given when it is delivered personally or to the recorded address
as aforesaid; a notice so mailed shall be deemed to have been given
when deposited in a post office or public letter box; and a notice so
sent by any means of transmitted or recorded communication shall be
deemed to have been given when dispatched or delivered to the
appropriate communication company or agency or its representative for
dispatch. The secretary may change or cause to be changed the recorded
address of any shareholder, director, officer, auditor or member of a
committee of the board in accordance with any information believed by
him to be reliable.
11.02 NOTICE TO JOINT SHAREHOLDERS - If two or more persons are registered as
joint holders of any share, any notice may be addressed to all of such
joint holders but notice addressed to one of such persons shall be
sufficient notice to all of them.
11.03 COMPUTATION OF TIME - In computing the date when notice must be given
under any provision requiring a specified number of days' notice
of any meeting or other event, the date of giving the notice shall be
excluded and the date of the meeting or other event shall be included.
11.04 UNDELIVERED NOTICES - If any notice given to a shareholder pursuant to
section 11.01 is returned on three consecutive occasions because
he cannot be found, the Corporation shall not be required to give any
further notices to such shareholder until he informs the Corporation
in writing of his new address.
11.05 OMISSIONS AND ERRORS - The accidental omission to give any notice to
any shareholder, director, officer, auditor or member of a committee
of the board or the non-receipt of any notice by
<PAGE> 18
-18-
any such person or any error in any notice not affecting the substance
thereof shall not invalidate any action taken at any meeting held pursuant
to such notice or otherwise founded thereon.
11.06 PERSONS ENTITLED BY DEATH OR OPERATION OF LAW - Every person who, by
operation of law, transfer, death of a shareholder or any other means
whatsoever, shall become entitled to any share, shall be bound by every
notice in respect of such share which shall have been duly given to the
shareholder from whom he derives his title to such share prior to his name
and address being entered on the securities register (whether such notice
was given before or after the happening of the event upon which he became
so entitled) and prior to his furnishing to the Corporation the proof of
authority or evidence of his entitlement prescribed by the Act.
11.07 WAIVER OF NOTICE - Any shareholder, proxyholder, other person entitled to
attend a meeting of shareholders, director, officer, auditor or member of
a committee of the board may at any time waive any notice, or waive or
abridge the time for any notice, required to be given to him under the
act, the regulations thereunder, the articles, the by-laws or otherwise
and such waiver or abridgement, whether given before or after the meeting
or other event of which notice is required to be given, shall cure any
default in the giving or in the time of such notice, as the case may be.
Any such waiver or abridgement shall be in writing except a waiver of
notice of a meeting of shareholders or of the board or a committee of the
board which may be given in any manner.
SECTION TWELVE
EFFECTIVE DATE
12.01 EFFECTIVE DATE - This by-law shall come into force when made by the board
in accordance with the Act.
12.02 REPEAL - All previous by-laws of the Corporation, are repealed as of the
coming into force of this by-law. Such repeal shall not affect the
previous operation of any by-law so repealed or affect the validity of any
act done or right, privilege, obligation or liability acquired or incurred
under, or the validity of any contract or agreement made pursuant to, or
the validity of any articles (as defined in the Act) or predecessor
charter documents of the Corporation obtained pursuant to, any such by-law
prior to its repeal. All Officers and persons acting under any by-law so
repealed shall continue to act as if appointed under the provisions of
this by-law and all resolutions of the shareholders or the board or a
committee of the board with continuing effect passed under any repealed
by-law shall continue good and valid except to the extent inconsistent
with this by-law and until amended or repealed.
MADE by the board the day of February, 1984.
-------
President /s/
----------------------------
Secretary /s/
----------------------------
CONFIRMED by the shareholders in accordance with the Act the 2nd day of
February, 1984
Secretary /s/
----------------------------
<PAGE> 1
EXHIBIT 5.1
June 13, 1996
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: UC'NWIN Systems Corporation
Gentlemen:
This opinion is given in connection with the registration with the
Securities and Exchange Commission of 1,125,000 shares of Common Stock and
2,000,000 shares underlying the Options granted by UC'NWIN Systems Corporation
(the "Company"). The Options, together with their underlying securities, are
being registered pursuant to a requirement of Section 5 of the Securities Act
of 1933, as amended (the "Act") pursuant to a Registration Statement filed with
the Washington, D.C. Office of the United States Securities and Exchange
Commission (the "Registration Statement").
We have acted as counsel to the Company only in connection with the
preparation of the Form S-8 Registration Statement pursuant to which the Shares
were registered, in so acting, have examined the originals and copies of
corporate instruments, certificates and other documents of the Company and
interviewed representatives of the Company to the extent we deemed it
necessary, in order to form the basis for the opinion hereinafter set forth.
In such examination we have assumed the genuineness of all signatures and
authenticity of all documents submitted to me as certified or photostatic
copies. As to all questions of fact material to this opinion which have not
been independently established, we have relied upon statements or certificates
of officers or representatives of the Company.
The 1,125,000 shares of Common Stock and 2,000,000 shares of Common Stock
underlying the Options are being registered and distributed pursuant to the
Company's Registration Statement. The shares of Common Stock to be issued upon
exercise of the Options are now authorized but unissued.
<PAGE> 2
Securities & Exchange Commission
June 13, 1996
Page Two
Based upon the foregoing, we are of the opinion that:
1. The Shares of the Company registered with the Securities and Exchange
Commission, having been issued and sold pursuant to the Registration Statement,
are fully paid and non-assessable and there will be no personal liability to
the owners thereof.
2. The Options granted by the Company registered with the Securities and
Exchange Commission, having been issued and sold pursuant to the Registration
Statement are fully paid and non-assessable and there will be no personal
liability to the owners thereof.
3. The shares of Common Stock reserved for issuance upon exercise of the
Options and registered with the Securities and Exchange Commission, subject to
payment of the exercise price therefore, when issued and sold pursuant to the
Registration Statement will be fully paid and non-assessable and there will be
no personal liability to the owners thereof.
This law firm hereby consents to the use of this opinion in connection
with the Company's Registration Statement and the inclusion of this opinion as
an exhibit thereto.
Very truly yours,
RICHARD P. GREENE, P.A.
/s/ Richard P. Greene
------------------------
Richard P. Greene
For the Firm
RPG\evb
<PAGE> 1
Exhibit 10.1
PROFESSIONAL CONSULTING AGREEMENT
THIS PROFESSIONAL CONSULTING AGREEMENT is made this 17th day of April,
1996, by and between Richard Gladstone, ("Consultant"), of 2200 N.W. Boca Raton
Boulevard, Suite 220, Boca Raton, Florida 33431 and UC'NWIN SYSTEMS,
CORPORATION ("Client"), a Delaware corporation. with principal offices located
at 5601 North Powerline Road, Suite 404, Fort Lauderdale, Florida 33309.
WHEREAS, Consultant provides product development and marketing services as
well as services relating to organizing and assembling information provided to
the Consultant by the company in a format which profiles the Company and which
is conducive to dissemination in appropriate information channels and networks,
and disseminating such information; and
WHEREAS, Client wishes to enlist Consultant on a non-exclusive basis to
provide such services, and to distribute such information and Consultant and
Client wish to formalize in a written agreement the terms and conditions under
which Consultant will provide such services to Client;
NOW THEREFORE, for the mutual promises and other consideration described
herein, the parties hereto agree as follows:
1 . Information to be Furnished by Client. Client shall furnish Consultant
with current public information about Client, including any and all statements
and reports filed by Client with the United States Securities and Exchange
Commission, its most recent Annual Report to Shareholders and shall also
provide any other public information reasonably requested by Consultant
("Client Information"). Client shall not provide to Consultant any confidential
or non public information concerning Client, and any and all information
concerning Client provided to Consultant by Client shall be deemed non
confidential and public.
2. Services to be Provided by Consultant.
(a) The Consultant shall provide consulting services to the Client for a
period of one (1 year from the date of execution of this Agreement). For the
<PAGE> 2
purpose of clarification, the consulting services to be provided by the
Consultant shall include, but not necessarily be limited to, the following:
(1) The development and distribution of corporate fact sheets and
information summaries designed to advise potential distributors and potential
users of the Client's technology;
(2) Setting up both one-on-one and group meetings with new
institutional customers, distributors, and marketing personnel, journalists and
research analysts;
(3) Developing foreign markets;
(4) Meeting with the Client management to report on market activity
and to develop strategies with regard to the ongoing marketing of the Client's
technologies.
3. Compensation for Services. In Consideration of Consultant's provision
of services described in paragraph 2, Client's Board of Directors shall
authorize the issuance of 100,000 Shares, each consisting of one share of
common stock (which will be valued at the closing price of the stock the day
before it is issued) which sum shall be payable upon the execution of this
Agreement by both parties and an Option to purchase 500,000 Shares,
(exercisable at 50% of the closing price of the stock the day before it is
issued). The option Shares will be held in escrow for a period of 90 days from
the date of this Agreement and the option may be rescinded by UC'NWIN at any
time during the 90 day period on written confirmation to the Consultant and the
escrow agent and with repayment in full of the exercise price by UC'NWIN.
4. Term and Termination. This agreement shall become effective as of
March 1, 1996 and shall remain in effect until February 28, 1997, ("Expiration
Date") subject to the Client's right to terminate the Agreement at any time
subject to fourteen (14) days written notice. Client and Consultant may
mutually agree to extend the Agreement for an additional period. In the
absence of such an agreement, this Agreement shall automatically terminate upon
the expiration Date.
5. Reimbursement for Expenses. Consultant shall be reimbursed for proven
out-of-pocket expenses incurred by the Consultant in performing under the
<PAGE> 3
terms of this Agreement. All expenses shall be due and payable when billed
and must be pre-approved by Client.
6. Representations and Warranties. Consultant represents and warrants
that services to be provided and materials to be produced or developed by
Consultant under this Agreement will be performed, produced or developed by
competent, trained personnel in a workmanlike manner. Consultant and its
Personnel shall comply with all applicable statutes, rules and regulations
governing all aspects of the services to be performed under this Agreement;
provided that, as described in paragraph 1 of this Agreement, Client shall be
fully responsible to assure all Client Information is accurate and complete.
Client understands and acknowledges that Consultant cannot guarantee that the
services provided hereunder will achieve any particular objective or fulfill
any specified goals. Client further understands and acknowledges that
Consultant is not registered or licensed as an investment advisor, financial
planner, or broker/dealer, nor is Consultant licensed as a principal or
representative of any of the foregoing and that, by entering into this
Agreement, Consultant is not undertaking to provide, nor will Consultant
provide, any services that require any such registration or licensing.
OTHER THAN THE FOREGOING EXPRESS WARRANTIES, CONSULTANT MAKES NO WARRANTIES
WITH RESPECT TO THE QUALITY OF THE GOODS AND SERVICES TO BE PROVIDED HEREUNDER
OR ANY RESULTS TO BE ACHIEVED, AND HEREBY EXPRESSLY DISCLAIMS THE EXISTENCE OF
ANY SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION AND
IMPLIED WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
CONSULTANT SHALL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES SUFFERED BY CLIENT AS A RESULT OF ANY FAILURE ON THE
PART OF CONSULTANT IN THE PERFORMANCE OF ITS DUTIES HEREUNDER.
7. Miscellaneous . This Agreement shall be interpreted and construed in
accordance with the laws of the State of Florida.
Neither party may assign its rights or duties under this Agreement without
the express prior written consent of the other party, except that Consultant
may assign to any other party, without Client's consent, its right to receive
all or any portions of the fees and expenses due and owing to it.
<PAGE> 4
This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof. The terms of this Agreement may be
altered only by written agreement between the parties. The failure of either
party to object to or take affirmative action with respect to any conduct of
the other which is in violation of the terms of this Agreement shall not be
construed as a waiver of the violation or breach, or of any future similar
violation or breach.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by its duly authorized officer, or as to an individual party,
has executed this Agreement in his own hand, as of the date first written
above.
UC'NWIN SYSTEMS
CORPORATION: CONSULTANT
By: /s/ John Neilson By: /s/ Richard Gladstone
--------------------- ---------------------
John Neilson Richard Gladstone
President
Date: April 29, 1996 Date: 04/29/96
------------------- ---------------------
<PAGE> 1
Exhibit 10.2
CONSULTING AGREEMENT
AGREEMENT (2) made as of this 5th day of June, 1996 by and between UC'NWIN
Systems Corporation, a Delaware Corporation (the "Corporation"), and Lyle
Pfeffer (the "Consultant").
WHEREAS, the Corporation is a public company whose shares of Common Stock,
$0.01 par value, (the "Common Stock"), are traded on the National Association
of Securities Dealers Automated Quotation ("NASDAQ") System. The Consultant
acknowledges that the stock of the Corporation is currently trading on NASD
Bulletin Board under the symbol WINA.
WHEREAS, the Consultant is engaged in the Business of providing consulting
services with respect to financial public relations and investor relations; and
WHEREAS, the Corporation desires to engage the Consultant to provide
financial public relations services and investor relations services for the
Corporation, and the Consultant is willing to render such services, on the
terms and conditions as hereinafter more fully set forth,
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree
as follows:
1. The Corporation hereby engages and retains the Consultant, and the
Consultant hereby accepts such engagement and retention, to render to the
Corporation the consulting services hereinafter described in Section 2
hereof for a period commencing on the 1st day of July, 1996 (Effective Date
herein Defined) and terminating on the one year anniversary of the Effective
<PAGE> 2
Date (the "Term"), unless terminated sooner as provided in Section 6 hereof.
2. The Consultant's services hereunder shall consist of consultations with
the officers and directors of the Corporation with respect to the Corporation's
relationships with its shareholders, potential investors in the Corporation and
industry securities analysts, as the Corporation may from time to time
reasonably request during the Term. The services to be rendered by the
Consultant shall include, but not be limited to, coordinating and arranging
"road shows" or individual meetings at which representatives of the Corporation
shall meet with its shareholders, potential investors in the Corporation and
industry securities analysts; and assisting in the dissemination of appropriate
information with respect to the Corporation and its subsidiaries. The
services shall not include any assistance with capital raising transactions.
3. In full consideration for the services to be rendered by the
Consultant to the Corporation, the Corporation shall (a) issue to the
Consultant One Million (1,000,000) Shares of the Corporation's Common
Stock (the "Shares"); (b) issue to the Consultant an option to purchase One
Million Five Hundred Thousand (1,500,000) shares of Common Stock which option
shall have an exercise price of $0.50 per share and shall have a term of three
(3) years. The Corporation shall register the Shares and the shares of the
Corporation Stock usable upon the exercise of the options (the "Underlying
Shares"), under the Securities Act of 1933, as amended, on Form S-8 within ten
(10) days of the filing of the Form 10-K. The Shares and the options shall be
issued to the Consultant on the first business day after the registration
statement is effective (the "Effective Date"). The
<PAGE> 3
Consultant represents and warrants that it is acquiring the options for
investment purposes only, and not with a view to, or in connection with the
resale or distribution thereof. The Corporation represents that, upon issuance,
the Shares and the Underlying Shares shall be fully paid and nonassessable and
shall be free and clear of all security interests, liens and encumbrances
arising from the acts of the Corporation. The options, the Shares and/or the
Underlying Shares shall not be subject to termination or forfeiture upon
termination of this Agreement under Section 6 thereof, except that the
Corporation may prorate the number of shares subject to the options if the
Corporation terminates on the basis of Section 6 prior to the exercise thereof.
The number of shares of the Underlying Shares as to which the options may be
exercised after any such termination by the Corporation shall be the product of
1,500,000 and a fraction, the numerator of which shall be the number of days of
the Term which have elapsed prior to the effective date of the termination and
the denominator of which shall be 365.
4. The Consultant shall be entitled to reimbursement by the Corporation
for such reasonable out-of-pocket expenses as the Consultant may incur in
performing services under this Agreement and for which it furnishes
appropriate documentation. All expenses shall be pre-approved by the
Corporation in accordance with the regulations and the policies of the
Corporation.
5. All final decisions with respect to actions to be taken by the
Corporation based upon the Consultant's advice shall be those of the
Corporation.
<PAGE> 4
6. This Agreement shall terminate prior to the expiration of the Term upon
the earliest of the events specified below:
a. by the Corporation, upon notice to the Consultant, for Cause, which
shall be defined, for purposes of this subsection (a), as the Consultant (i)
committing larceny, embezzlement or other act of fraud or dishonesty against
the Corporation, or (ii) using the Corporation's facilities or premises for the
conduct of illegal or unlawful activities, transactions or
b. by either party, upon notice to the other, for Cause, which shall be
defined for purposes of this subsection (b) as the other party's material
breach of any of its covenants and agreements hereunder and the failure to cure
such breach within 30 days after notice thereof.
7. This agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, without giving effect to any
principles of conflict of laws. Any controversy or claim arising out of, or
relating to, this Agreement, or the breach thereof, shall be settled by
arbitration in New York, New York in accordance with the Rules of the American
Arbitration Association, and judgment upon the award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof. The
parties hereto consent to the personal jurisdiction of the Federal and State
courts located in the County of New York, State of New York.
8. This Agreement may not be, and shall not be deemed or construed to
have been, modified, amended, rescinded, canceled or waived in whole or in
part, except by written instruments signed by the parties hereto.
<PAGE> 5
9. Any and all notices or other communications or deliveries required or
permitted to be given or made shall be in writing and delivered personally, or
sent by certified or registered mail, return receipt requested and postage
prepaid, or sent by overnight courier service as follows:
IF TO THE CORPORATION, AT:
5601 North Powerline Road, Suite 404
Fort Lauderdale, Florida 33309
Attention: Mr. John Neilson
IF TO THE CONSULTANT, AT:
3 Park Avenue
New York, New York l0016
Attention: Mr. Lyle K. Pfeffer
or at such other address as any party may specify by notice given to such other
party in accordance with this Section 9. The date of giving of any such notice
shall be the date of hand delivery, two (2) days after the date of the posting
of the mail or the date when deposited with the overnight courier.
10. Each party will be and act as an independent contractor and not as
agent or partner of, or joint venturer with, the other party for any purpose,
and no party by virtue of this Agreement shall have any right, power or
authority to act or create any obligation, express or implied, on behalf of the
other parties.
11. No waiver of the provisions hereof shall be effective unless in
writing and signed by the party to be charged with such waiver. No waiver
<PAGE> 6
shall be deemed a continuing waiver or waiver in respect of any subsequent
breach or default, either of similar or different nature, unless expressly so
stated in writing.
12. This Agreement shall inure to the benefit of, be enforceable by, and
shall be binding upon the parties and their respective legal representatives,
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have respectively executed this
Agreement as of the day and year first above written.
UC'NWIN SYSTEMS CORPORATION:
By: /s/ John Neilson
---------------------
John Neilson
President
CONSULTANT:
By: /s/ Lyle K. Pfeffer
----------------------
Lyle K. Pfeffer
<PAGE> 1
EXHIBIT 10.3
EMPLOYMENT AND FEE AGREEMENT
THIS AGREEMENT made this 31st day of May, 1996 by and between UC'NWIN
Systems, Inc. (hereinafter "CLIENT") with a mailing address of 5601 N.
Powerline Road, Suite 404, Ft. Lauderdale, Florida 33309 and telephone number
of (954) 492-9797 and LAW OFFICES OF RICHARD P. GREENE, ESQ. (hereinafter
ATTORNEY).
1. CLIENT retains ATTORNEY to represent CLIENT as Attorney at Law
regarding Corporate/Securities related matters and authorizes and empowers
ATTORNEY to do all things reasonably necessary to complete corporate and
securities transactions with CLIENT'S consent (other than in connection with
capital raising transactions) and agrees to retain attorney for the services
rendered on the following terms and conditions:
a. Legal fees for the S-8 Registration and related legal services shall
consist of 25,000 shares of common stock of UC'NWIN Systems
Corporation. All referenced shares shall be registered pursuant to
a Registration Statement on Form S-8.
b. CLIENT shall also be responsible for costs incurred including, but
not limited to, long distance phone calls, transcripts, photocopies,
postage, filing fees, and costs of newspaper publications. Advanced
costs that are not expended during the course of the representation
are to be returned to the client at the conclusion of the
representation, unless ATTORNEY and CLIENT agree otherwise in writing.
2. ATTORNEY will render a final statement for services rendered and costs
incurred. If CLIENT disagrees with any charge for fees or costs, CLIENT must
notify ATTORNEY in writing within ten (10) days after the date of mailing.
Otherwise, all charges are agreed by CLIENT to be approved and accepted. All
bills are due when rendered.
3. CLIENT understands and agrees that ATTORNEY has made no guarantee
regarding the successful outcome or termination of the engagement and all
expressions pertaining thereto are matters of opinion. Should it be necessary
to institute legal proceedings for the collection of any part of the ATTORNEY'S
compensation or costs as set forth above, then CLIENT agrees to pay all court
costs and reasonable attorneys fees with regard to the collection of same.
IN WITNESS WHEREOF, the parties have executed this Agreement the date
first mentioned above.
ACCEPTED:
Law Offices of
Richard P. Greene, Esq. UC'NWIN SYSTEMS CORPORATION
By: /s/ Richard P. Greene By: /s/ John Neilson
--------------------- -------------------------------
ATTORNEY John Neilson, President and CEO
<PAGE> 1
EXHIBIT 23.1
June 13, 1996
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: UC'NWIN Systems Corporations
Dear Sir or Madam:
This Firm hereby consents to the use of its name in the Registration
Statement on Form S-8 as filed with the Washington, D.C. Office of the U.S.
Securities and Exchange Commission on June 13, 1996, or as soon thereafter as
is reasonably practicable.
Very truly yours,
RICHARD P. GREENE, P.A.
/s/ Richard P. Greene
------------------------
Richard P. Greene
For the Firm
RPG\evb
