<PAGE>
<corresp>
Werbel & Carnelutti
A Professional Corporation
711 Fifth Avenue
New York, New York 10022
November 26, 1997
VIA EDGAR
- --------------
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: Associated Technologies
-----------------------
Dear Sirs:
Transmitted to you herewith on behalf of Associated
Technologies, a Nevada corporation (the "Company"), please find the
Definitive Notice and Information Statement on Schedule 14C
(together, the "Information Statement") filed pursuant to the
requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), in respect of certain actions taken by
written consent of the Company's shareholders, together with
exhibits thereto. No fee is being paid with this filing because no
fee was required in connection with the filing of the Preliminary
Information Statement pursuant to Rule 0-11(c)(1)(ii) under the
Exchange Act.
Copies of this document are first being mailed to the
Company's shareholders on the date hereof.
If we can respond to any comments or questions, please do not
hesitate to contact the undersigned, collect, at (212) 832-8300.
Sincerely,
Rachelle Abrahami
Enclosures
cc: Mr. Leonard N. McDowall
Stephen M. Davis, Esq.
<PAGE>
<PAGE>
SCHEDULE 14C INFORMATION
------------------------
Proxy Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
[X] Definitive Information Statement
ASSOCIATED TECHNOLOGIES
- ------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11.
1) Title of each class of securities to which transaction
applies:
--------------------------------------
2) Aggregate number of securities to which transaction
applies:
---------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11.
-----------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------
5) Total Fee Paid:
------------------------------------------
<PAGE>
<PAGE>
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
-----------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------
3) Filing Party:
------------------------------
4) Date Filed:
------------------------------
<PAGE>
<PAGE> ASSOCIATED TECHNOLOGIES
1204 Third Avenue
Suite 172
New York, New York 10021
NOTICE TO STOCKHOLDERS
To all Stockholders of
ASSOCIATED TECHNOLOGIES:
The attached Information Statement is being delivered to you
pursuant to Section 337 of the Nevada Revised Statutes and
Regulation 14C of the Securities and Exchange Act of 1934, as
amended.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE NOT REQUESTED TO SEND US A PROXY.
The attached Information Statement is being mailed on or about
November 26, 1997 to holders of record on November 24, 1997 of the
common stock, $.001 par value per share (the "Common Stock"), of
Associated Technologies, a Nevada corporation (the "Company" or
"AT"), in connection with certain amendments to the Company's by-
laws (the "Amendments") and the change of the Company's state of
incorporation from Nevada to Delaware (the "Reincorporation"). All
of the members of the Board of Directors of the Company have
consented to the Amendments and such consent is sufficient under
Section 78.120 of the Nevada Revised Statutes and the Company's
charter documents to approve the Amendments. The holders of a
total of 1,231,520 shares of Common Stock, representing
approximately 53.46% of the outstanding Common Stock, have
consented in writing to the Reincorporation pursuant to the terms
of a Plan of Merger between the Company and Associated
Technologies, Inc., a Delaware corporation, and the consent of such
holders is sufficient under Section 92A of the Nevada Revised
Statutes and the Company's charter documents to approve the
Reincorporation. No consideration was solicited or received for
such holders' consent. Accordingly, with respect to the
Amendments, resolutions will not be submitted to the Company's
stockholders, and with respect to the Reincorporation, resolutions
will not be submitted to the stockholders of the Company whose
consent has not already been obtained, for a vote. The attached
Information Statement is being furnished to stockholders solely to
provide them with certain information concerning the Amendments and
the Reincorporation in accordance with the requirements of the
Securities and Exchange Act of 1934, as amended (the "Exchange
Act"), and the regulations promulgated thereunder, including
particularly Regulation 14C, and with the requirements of the
Nevada Revised Statutes.
<PAGE>
<PAGE>
By order of the Board of Directors of the Company.
/s/ Leonard N. McDowall
------------------------------
Leonard N. McDowall, Secretary
New York, New York
November 24, 1997
<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES
1204 Third Avenue
Suite 172
New York, New York 10021
INFORMATION STATEMENT
General
This Information Statement is being furnished on or about
November 26, 1997 to stockholders of record on November 24, 1997 of
the common stock of Associated Technologies, a Nevada corporation
(the "Company"), in connection with certain amendments (the
"Amendments") to the Company's by-laws (the "By-Laws") and the
change of the Company's state of incorporation from Nevada to
Delaware (the "Reincorporation") pursuant to the terms of a Plan of
Merger, dated as of November 27, 1997 (the "Merger Agreement"), by
and among the Company and Associated Technologies, Inc., a Delaware
corporation. The Amendments and the Reincorporation are described
in more detail in the body of this Information Statement. All of
the members of the Board of Directors of the Company have consented
to the Amendments, and such consent is sufficient under the Nevada
Revised Statutes and the Company's charter documents to approve the
Amendments. The holders of approximately 53.46% of the common
stock, par value $.001 per share, of the Company (the "Common
Stock") have consented in writing to the Reincorporation, and the
consent of such holders is sufficient under Nevada law and the
Company's charter documents to approve the Reincorporation.
Accordingly, resolutions regarding the Amendments will not be
submitted to the Company's stockholders for a vote and, regarding
the Reincorporation, resolutions will not be submitted for a vote
to the stockholders of the Company whose consent has not already
been obtained. This Information Statement is being furnished to
stockholders solely to provide them with certain information
concerning the Amendments and the Reincorporation in accordance
with the requirements of the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), and the regulations promulgated
thereunder, including particularly Regulation 14C. On September 9,
1997, there were outstanding 2,303,520 shares of Common Stock and
approximately 400 holders of record. Holders of Common Stock are
entitled to one vote per share. Proxies are not being solicited in
connection with the Reincorporation, and you are requested not to
provide the Company with your proxy.
The principal executive offices of the Company are, and of
Associated Technologies, Inc. will be, located at 1204 Third
Avenue, Suite 172, New York, New York 10021, and its telephone
number is (212) 988-0394.
<PAGE>
<PAGE>
Voting Securities and Principal Holders Thereof
The following table sets forth, as of September 15, 1997,
certain information concerning beneficial ownership of the
Company's Common Stock by (i) each person known to the Company to
beneficially own 5% or more of the Company's outstanding Common
Stock, (ii) all executive officers and directors of the Company,
naming them, and (iii) all executive officers and directors of the
Company as a group, without naming them.
<TABLE>
<S> <C> <C>
Name and Address of Number of Shares
Beneficial Owner Beneficially Owned Percent of Class
- ------------------- ------------------ ----------------
First Sydney Investments 815,520 35.4%
Pty Ltd(1)
Level 5, 151 Macquarie Street
Sydney, NSW Australia 2000
Alan J. Gallagher(1) 815,520 35.4%
Level 1, 85 Tamar Street
Ballina, NSW Australia 2478
Project and General Finance 195,605 8.5%
Pty Limited(1)
Level 10, 50 Margaret Street
Sydney, NSW Australia 2000
Four Star Ranch Inc. 177,900 7.7%
3098 S Highland Drive
Suite 460
Salt Lake City, UT 84106
Business and Research 150,000 6.5%
Management Pty Limited
Level 1, 96 Tamar Street
Ballina, NSW Australia 2478
F.Y.E.O. AVV 120,000 5.2%
Dominicanessenstraat 22
Oranjested, Aruba
Deryck G. Graham 110,000 4.8%
22B John Street
North Fremantle, WA Australia 6159
Leonard N. McDowall(2) 815,520 35.4%
48 Moncur Street
Woollahra, NSW Australia 2025
<PAGE>
<PAGE>
</TABLE>
<TABLE>
<S> <C> <C>
All Directors and Officers 925,520 40.2%
as a group (3 persons)
</TABLE>
______________________
(1) Mr. Gallagher, the President and a director of the Company,
owns approximately 75% of the outstanding shares of capital stock
of First Sydney Investments Pty Limited ("First Sydney"), a
corporation which owns 209,915 shares of Common Stock directly and,
indirectly, through seven wholly-owned or affiliated entities
(including Project & General Finance Pty Limited, owner of 195,605
shares of Common Stock), an aggregate of 619,915 shares of Common
Stock. As a director and majority shareholder of First Sydney, Mr.
Gallagher may be deemed to beneficially own all of the shares of
Common Stock held by First Sydney.
(2) Includes 815,520 shares of the Company's Common Stock owned by
First Sydney of which Mr. McDowall is a minority shareholder and
director. Mr. McDowall disclaims beneficial ownership of any such
shares deemed indirectly owned.
Amendments to By-Laws
On October 27, 1997, the Board of Directors of the Company by
unanimous written consent approved the Amendments to the By-Laws.
Article II, Section 9 of the By-Laws was amended to allow that
actions of the shareholders without a meeting may be taken by
written consent of a majority of the Company's shareholders rather
than by all of the shareholders as the By-Laws previously provided.
Article III, Section 2 of the By-Laws was amended to change the
number of Directors of the Company from three to not less than one
nor more than fifteen. Article X of the By-Laws permits amendments
to the By-Laws to be made by a majority of the Company's Directors,
and such consent is sufficient under the Nevada Revised Statutes
and the Company's charter documents to approve the Amendments.
The By-Laws provide that any by-law adopted by the Board of
Directors may be repealed or changed by action of the shareholders.
The purpose of the Amendments is to allow the Company greater
flexibility in considering, acting upon and consummating
significant corporate transactions, including change of control
attempts, for the benefit of all of the Company's stockholders.
<PAGE>
<PAGE>
Reincorporation of the Company in Delaware
General
- --------
On October 27, 1997, the Board of Directors of the Company by
unanimous written consent, and the shareholders of the Company by
majority written consent, approved a proposal to change the
Company's state of incorporation to Delaware. This change will be
accomplished by merging the Company into Associated Technologies,
Inc., a Delaware corporation (herein referred to as "Newco" or the
"Surviving Corporation"), which is a wholly-owned Delaware
subsidiary of the Company formed solely for that purpose.
The merger of the Company into Newco will be effected pursuant
to the Plan of Merger (the "Merger Agreement") between the Company
and Newco, attached hereto as Exhibit A. The Merger Agreement
provides that, when the merger becomes effective, Newco will
continue as the Surviving Corporation under the name "Associated
Technologies, Inc." The description of the merger contained herein
is qualified in its entirety by reference to the Merger Agreement.
The affirmative vote of the holders of at least a majority of
all of the outstanding shares of the Company's Common Stock (voting
as a single class) entitled to vote as of the Record Date is
required for the adoption of the merger proposal. The Company, as
the holder of all of the shares of the Surviving Corporation, has
approved the proposal, and the principal shareholders of the
Company, owning in excess of a majority of the Company's Common
Stock, have approved the proposal. Accordingly, the merger
proposal has received the requisite vote of shareholders of the
Surviving Corporation and the Company needed for approval of the
proposal. The Merger Agreement provides that the Board of
Directors of the Company has the right to terminate the Merger
Agreement and abandon the merger for any reason whatsoever
notwithstanding shareholder approval prior to the effectiveness
date thereof.
Pursuant to the Merger Agreement, the Board of Directors of
the Company will become the Board of Directors of the Surviving
Corporation. See "Board of Directors". The management of the
Company will continue as the management of the Surviving
Corporation. The merger will not involve any change in the
business or properties of the Company. The Surviving Corporation
will succeed to all the assets and be responsible for all the
liabilities of the Company, including obligations under the
Company's 1997 Stock Option Plan. Although the purposes of the
surviving Corporation set forth in its Certificate of Incorporation
will permit it in the future to enter into any lawful business
activity, no change in the present business of the Company is now
contemplated, except as new developments and opportunities may
arise.
<PAGE>
<PAGE>
There are certain differences between the Certificates of
Incorporation and the By-Laws of the Company and the Surviving
Corporation, as well as differences in the corporate law of the
States of Nevada and Delaware, which will affect the Company and
its shareholders. See "Significant Differences in Corporate Law of
Nevada and Delaware" and "Certificate of Incorporation and By-
Laws".
The Surviving Corporation is authorized to issue 25,000,000
shares of common stock, $.001 par value. See "Certificate of
Incorporation and By-Laws". Upon the effectiveness of the merger,
the Company's securityholders will become securityholders of the
Surviving Corporation, each outstanding share of Common Stock of
the Company will become one share of Common Stock of the Surviving
Corporation and the one share of Common Stock of the Surviving
Corporation outstanding prior to the effectiveness of the merger
will be surrendered by the Company and extinguished. The Common
Stock of the Surviving Corporation will have the same relative
rights, preferences, privileges and restrictions as the Company's
Common Stock. It will not be necessary for holders of Common Stock
of the Company to exchange their existing certificates for new
certificates representing Common Stock of the Surviving
Corporation. It is anticipated that delivery of the present stock
certificates of the Company will constitute "good delivery" for
transactions in shares of Common Stock of the Surviving Corporation
after the effective date of the merger.
In connection with the merger, the Company's authorized Common
Stock, $.001 par value, will be converted into the Surviving
Corporation's authorized Common Stock, $.001 par value.
Shareholders of the Company shall, subject to and by complying
with Sections 92A.300 through 92A.500 of the Nevada Revised
Statutes, have the right to object to the merger, which will result
in the right to receive payment for the fair value of their shares
and the other rights and benefits provided by the Nevada Revised
Statutes (see "Rights of Dissenting Shareholders to Receive Payment
for Shares").
Reasons for Reincorporation
- ---------------------------
The primary reason for the Board's recommendation of the
Reincorporation is the well-developed case law interpreting the
Delaware General Corporation Law (the "Delaware GCL"), which the
Board believes will allow it more effectively to perform its
duties. Although the Nevada Revised Statutes are relatively
similar to the Delaware GCL, there is a lack of predictability
under Nevada law resulting from the limited body of case law
interpreting the Nevada Revised Statutes. The Delaware GCL and the
court decisions construing it, on the other hand, are widely
regarded as the most extensive and well-defined body of corporate <PAGE>
<PAGE>
law in the United States. This body of case law is based in part
on Delaware's long-established policy of encouraging companies to
incorporate in that state. In furtherance of that policy, Delaware
has been a leader in adopting comprehensive, modern and flexible
corporate laws which are periodically updated and revised to meet
changing business needs. As a result, many major corporations have
initially chosen Delaware for their domicile or have subsequently
reincorporated in Delaware in a manner similar to that proposed by
the Company. Following from these conditions, Delaware's courts
have developed considerable expertise in dealing with corporate
issues, and a substantial body of case law has developed construing
Delaware law and establishing public policies with respect to
corporate legal issues. Thus, for example, relative to other
states, Delaware provides greater guidance to directors in the
context of dealing with major transactions, including potential
changes in corporate control, along with more general corporate
matters. The Board therefore believes that the overall effect of
the reincorporation will be to enhance the Board's ability to
consider all appropriate courses of action with respect to
significant transactions, including takeover attempts, for the
benefit of all stockholders. Moreover, the Board believes that
enhanced certainty with respect to the duties of directors is a
significant benefit to the Company and its stockholders and could
be an important factor in attracting and retaining quality persons
to serve on the Board of Directors.
Board of Directors
- ------------------
The Merger Agreement provides that upon the effective date of
the merger the Board of Directors of the Surviving Corporation
shall be composed of the members of the Board of Directors of the
Company prior to the merger.
As permitted by the Delaware General Corporation Law, the By-
Laws of the Surviving Corporation provide that a person elected by
the Board to fill a vacancy may hold office for the remainder of
the term of his predecessor and a person elected to a newly created
directorship may hold office until the next annual election and
until his successor is elected and qualified. Under the Company's
current By-Laws, a vacancy created by removal of a director may be
filled by the Board and such director shall serve until the next
annual meeting or until his successor is duly elected and
qualified. Otherwise the current By-Laws are silent as to the
election of directors to fill vacancies.
The By-Laws of the Surviving corporation should provide
greater certainty with respect to the authority of the Board
following a vacancy.
<PAGE>
<PAGE>
Certificate of Incorporation and By-Laws
- ----------------------------------------
Except to the extent that changes are dictated by the
application of the Delaware GCL, along with limited additional
changes discussed below, the provisions of the Delaware Certificate
of Incorporation and the Delaware By-Laws will be substantially
similar to the provisions of the Nevada Articles of Incorporation
and the Nevada By-Laws. The Delaware Certificate of Incorporation
and Delaware Bylaws are attached hereto as Exhibits B and C,
respectively.
Significant Differences in Corporate Law of Nevada and Delaware
- ---------------------------------------------------------------
In many instances, the Nevada Revised Statutes are
substantially similar to the Delaware GCL. While it is impractical
to note all of the differences between the corporation statutes of
Delaware and Nevada, the most significant differences, in the
judgment of management of the Company, are summarized below. This
summary is not intended to be complete and reference should be made
to the Delaware GCL and the Nevada Revised Statutes.
Preemptive Rights
- -----------------
Under Nevada corporation law applicable to corporations
organized prior to October 1, 1991 (as the Company was),
shareholders of the Company are permitted to have preemptive rights
to purchase newly-issued shares unless prohibited in the
Certificate of Incorporation; the Company's Certificate of
Incorporation does prohibit such rights. Under the Delaware
corporation law, shareholders do not have such preemptive rights
unless there is a specific provision granting such rights in the
Certificate of Incorporation. The Certificate of Incorporation of
the Surviving Corporation will not contain such a provision.
Accordingly, the reincorporation will not have a practical impact
on shareholders as regards preemptive rights. Management of the
Company believes that not providing for mandatory preemptive rights
in the Certificate of Incorporation of the Surviving Corporation is
desirable to afford greater flexibility in possible future
financings.
Examination of Books and Records
- --------------------------------
Under Nevada corporation law, a person must be the holder of
record of, or the holder of record of voting certificates for, or
have been authorized in writing by the holders of, at least fifteen
percent of all outstanding shares of a corporation in order to
examine the books of account and all financial records of a
corporation. Under Delaware law, any shareholder with a proper<PAGE>
<PAGE>
purpose may demand inspection. The Nevada provision does not apply
to any corporation listed and traded on any recognized stock
exchange or which furnishes to its stockholders a detailed annual
financial statement.
Dividends
- ---------
Under the Delaware GCL, unless otherwise provided in the
certificate of incorporation, a corporation may declare and pay
dividends out of surplus, or, if no surplus exists, out of net
profits for the fiscal year in which the dividend is declared
and/or the preceding fiscal year (provided that the amount of
capital of the corporation following the declaration and payment of
the dividend is not less than the aggregate amount of the capital
represented by the issued and outstanding stock of all classes
having a preference upon the distribution of assets). In addition,
the Delaware GCL provides that a corporation may redeem or
repurchase its shares only out of surplus.
The Nevada Revised Statutes provide that no distribution
(including dividends on, or redemption or repurchases of, shares of
capital stock) may be made if after giving effect to such
distribution, the corporation would not be able to pay its debts as
they become due in the usual course of business, or the
corporation's total assets would be less than the sum of its total
liabilities plus the amount that would be needed at the time of a
liquidation to satisfy the preferential rights of preferred
stockholders.
Neither the Company nor the Surviving Corporation currently
intends to pay dividends or make any other distribution on its
capital stock. Nevertheless, the difference between the Delaware
GCL and the Nevada Revised Statutes with respect to amounts
available for dividends or other distributions could conceivably
affect future dividends or other distribution, if any are declared.
Anti-takeover Legislation
- -------------------------
Both the Delaware GCL and the Nevada Revised Statutes contain
provisions restricting the ability of a corporation to engage in
business combinations with an interested stockholder. Under the
Delaware GCL, except under certain circumstances, a corporation is
not permitted to engage in a business combination with any
interested stockholder for a three-year period following the date
such stockholder became an interested stockholder. The Delaware
GCL defines an interested stockholder generally as a person who
owns 15% or more of the outstanding shares of such corporation's
voting stock.
<PAGE>
<PAGE>
Under the Nevada Revised Statutes, except under certain
circumstances which vary from the exceptions under the Delaware
GCL, business combinations with interested stockholders are not
permitted for a three-year period following the date such
stockholder became an interested stockholder, the same period
provided for under the Delaware GCL. The Nevada Revised Statutes
define an interested stockholder, generally, as a person who owns
10% or more, rather than 15% or more as provided under the Delaware
GCL, of the outstanding shares of the corporation's voting stock.
In addition, the Nevada Revised Statutes generally disallow
the exercise of voting rights with respect to "control shares" of
an "issuing corporation" held by an "acquiring person", unless such
voting rights are conferred by a majority vote of the disinterested
stockholders. "Control shares" are the shares of an issuing
corporation acquired in connection with the acquisition of a
"controlling interest". "Controlling interest" is defined in terms
of threshold levels of voting ownership, which thresholds, whenever
each may be crossed, trigger application of the voting prohibition
with respect to the newly-acquired shares.
The Nevada Revised Statutes also contains general provisions
permitting directors to (i) take action to protect the interests of
the corporation and its stockholders, including the adoption or
execution of plans affecting the holder(s) of a specified number of
shares or percentage of share ownership or voting power and (ii) to
resist a change or potential change in control of the corporation
if the directors determine that the change or potential change is
opposed to or not in the best interest of the corporation.
Indemnification of Directors and Officers and Advancement of
Expenses
- ------------------------------------------------------------
Delaware and Nevada have nearly identical provisions regarding
indemnification by a corporation of its officers, directors,
employees and agents, except Nevada provides broader
indemnification in connection with stockholder derivative lawsuits.
Delaware and Nevada law differ in their provisions for
advancement of expenses incurred by an officer or director in
defending a civil or criminal action, suit or proceeding. The
Delaware GCL provides that expenses incurred by an officer or
director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of the action, suit
or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately
determined that he is not entitled to be indemnified by the
corporation. Thus, a corporation has the discretion to decide
whether or not to advance expenses.
<PAGE>
<PAGE>
Under the Nevada Revised Statutes, the articles of
incorporation, bylaws or an agreement made by the corporation may
provide that the corporation MUST pay advancements of expenses in
advance of the final disposition of the action, suit or proceeding
upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined that he
is not entitled to be indemnified by the corporation. Thus, a
corporation may have no discretion to decide whether or not to
advance expenses.
Limitation on Personal Liability of Directors
- ---------------------------------------------
Delaware corporations are permitted to adopt charter
provisions limiting, or even eliminating, the liability of a
director or a company and its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such
liability does not arise from certain proscribed conduct, including
breach of the duty of loyalty, acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of
law or liability to the corporation based on unlawful dividends or
distributions or improper personal benefit.
While the Nevada Revised Statutes has a similar provision
permitting the adoption of provisions in the articles of
incorporation limiting personal liability, the Nevada provision
differs in two respects. First, the Nevada provision applies to
both directors and officers. Second, while the Delaware provision
excepts from limitation on liability a breach of the duty of
loyalty, the Nevada counterpart does not contain this exception.
Thus, the Nevada provision permits a corporation to limit directors
and officers from personal liability arising from a breach of the
duty of loyalty.
The Delaware Certificate of Incorporation, like the Nevada
Articles of Incorporation, contains a provision limiting the
personal liability of directors. However, unlike the Delaware
Certificate of Incorporation, the Nevada Articles of Incorporation
also limit the liability of officers. Under the laws of either
state, the charter provision will not have any effect on the
availability of equitable remedies such as an injunction or
recision based upon a breach of the duty of care, or on liabilities
which arise under certain federal statutes such as the securities
laws.
Under Delaware law, directors are jointly and severally liable
to a corporation for willful or negligent violations of statutory
provisions relating to the purchase or redemption of a
corporation's own shares or the payment of dividends, for a period
of six years from the date of such unlawful act. A director who
was either absent or dissented from the taking of such action may<PAGE>
<PAGE>
exonerate himself from liability by causing his dissent to be
entered in the corporation's minutes. Under Nevada law, directors
are jointly and severally liable to the corporation if they vote
for or assent to acts which violate statutory provisions relating
to the purchase of a corporation's own shares, the payment of
dividends, the distribution of assets in liquidation or any loans
or guarantees made to a director, until the repayment thereof.
Under Nevada law, there is no express standard of conduct which can
protect a director from liability nor any express statute of
limitations with respect to any such illegal acts by a director, as
there are under Delaware law, and absent directors are not liable
as long as they did not vote for or assent to any of the illegal
acts. Nevada law, unlike Delaware law, allows a director who was
present at a meeting which approved an illegal act to avoid
liability, even if he does not register his dissent in the minutes
of the meeting, by voting against the illegal act and registering
his dissent at a later time in a separate writing filed with the
secretary of the meeting.
Appraisal Rights; Dissenter's Rights
- ------------------------------------
Both Delaware Law and Nevada Law provide that shareholders
have the right, in some circumstances, to dissent from certain
corporate reorganizations and to instead demand payment of the fair
cash value of their shares. Under Delaware Law, unless a
corporation's certificate of incorporation provides otherwise,
dissenters do not have appraisal rights with respect to: (i) a
merger or consolidation by a corporation, the shares of which are
either listed on a national securities exchange, designated as a
National Market System Security on an inter-dealer quotation system
by the National Association of Securities Dealers, Inc., or held of
record by at least 2,000 shareholders, or (ii) shareholders of a
corporation surviving a merger if no vote of shareholders of the
surviving corporation is required to approve the merger.
Nevada Law also limits dissenters rights when the shares of
the corporation are listed on a national securities exchange or are
held by at least 2,000 shareholders unless the shareholders are
required to accept in exchange for their shares anything other than
cash or: (i) shares in the surviving corporation, (ii) share in
another entity that is publicly listed or held by more than 2,000
shareholders, or (iii) any combination of cash or shares in an
entity described in (i) or (ii).
Right of Dissenting Shareholders to Receive Payment for Shares
- --------------------------------------------------------------
Stockholders of the Company are presently entitled under
Nevada law to obtain payment of the fair value of their shares if
they dissent from the consummation of a plan of merger to which the<PAGE>
<PAGE>
Nevada corporation is a party and approval by the stockholders is
required for the merger by law or the Nevada entity's Articles of
Incorporation.
The following is a summary of appraisal rights available to
stockholders of the Company, which summary is not intended to be a
complete statement of the applicable Nevada law and is qualified in
its entirety by reference to Chapter 92A.300 through 92A.500 of the
Nevada Revised Statutes, set forth in their entirety as Exhibit D
hereto.
Since the merger was approved by the required vote of the
shareholders by majority written consent, the Company is required
to mail a notice (the "Dissenter's Notice") to all stockholders, a
form of which is attached hereto as Exhibit E. In accordance with
the Nevada Revised Statutes, the Dissenter's Notice states that any
stockholder wishing to exercise the right to dissent must (i)
properly complete and send the attached form of demand for payment
(the "Demand for Payment") to the Company at 1204 Third Avenue,
Suite 172, New York, New York and (ii) deposit such stockholder's
certificates representing the Common Stock held by such
stockholder, if any, with the Company's transfer agent and
registrar, American Stock Transfer and Trust Company, New York, New
York. The dissenting stockholder must timely mail the Demand for
Payment so that it is received by the Company on or before the date
30 days from the date of delivery of the Dissenter's Notice.
In accordance with the Nevada Revised Statutes, the Demand for
Payment requires that the dissenting stockholder certify that he or
she acquired beneficial ownership of the Common Stock on or before
the date of this Information Statement. The stockholder who demands
payment retains all other rights of a stockholder until those
rights are canceled or modified by the taking of the proposed
corporate action. A stockholder who fails to timely mail the
Demand for Payment as set forth above is not entitled to receive
payment for his shares under Chapter 92A of the Nevada Revised
Statutes.
The Company is required, except with respect to dissenters who
were not beneficial owners of Common Stock before the date of this
Information Statement, to pay to each dissenter who properly
asserted his or her right to dissent the amount the Company
estimates to be the fair value of such stockholder's shares, plus
accrued interest. The dissenting stockholder may seek to enforce
the Company's obligation in the district court located in the
county where the Company's registered office is located or, at the
election of any dissenter residing or having its registered office
in Nevada, of the county in which the dissenter resides or has its
registered office.
<PAGE>
<PAGE>
In accordance with the Nevada Revised Statutes, any payments
made by the Company to dissenting stockholders will be accompanied
by the Company's balance sheet dated December 31, 1996, a statement
of income for that year, a statement of changes in the
stockholders' equity for that year and the latest available interim
financial statements, if any; a statement of the Company's estimate
of the fair value of the shares; an explanation of how the interest
was calculated; a statement of the dissenter's rights to demand
payment under the Nevada Revised Statutes; and a copy of Chapter
92A.300 through .500 of the Nevada Revised Statutes.
A dissenter may notify the Company in writing, within 30 days
after the Company made or offered payment for such shareholder's
shares, of his or her own estimate of the fair value of his shares
and the amount of interest due, and demand payment of his estimate
(less any payment already made by the Company), if he or she
believes that the amount paid by the Company is less than the fair
value of his or her shares or that the interest due is incorrectly
calculated.
If a demand for payment by a dissenting shareholder remains
unpaid for 60 days after receiving the demand, the Company shall
petition the court to determine the fair value of the shares and
accrued interest. If the Company does not commence this proceeding
within the 60-day period, it is required to pay each dissenter
whose demand remains unsettled the amount demanded. The Nevada
Revised Statutes specify the court in which such petition may be
brought and other procedural requirements.
In addition, the statute provides for the assessment of the
costs and expenses of the proceeding against the Company, except
that the court may assess such amounts against the dissenters, as
the court deems equitable, to the extent the court finds that the
dissenters acted arbitrarily, vexatiously or not in good faith in
demanding payment. Similarly, the statute provides that the court
may assess the fees and expenses of the counsel and experts for the
respective parties, in amounts that the court finds equitable, in
the case of the Company's failure to substantially comply with the
requirements of the Nevada Revised Statutes, against the Company;
and in the case of a party that acted arbitrarily, vexatiously or
note in good faith, against such party.
Effective Date of the Merger
- ----------------------------
Subject to the satisfaction of the conditions of the merger,
it is contemplated that the merger will be made effective on the
twenty-first day after the date that the definitive version of this
Information Statement is filed with the Securities and Exchange
Commission.
<PAGE>
<PAGE>
Federal Income Tax Consequences
- -------------------------------
It is anticipated that the merger will be treated as a tax-
free reorganization under the Internal Revenue Code of 1986, as
amended. Accordingly, no gain or loss will be recognized by
holders of Common Stock or by the Company or the Surviving
Corporation as a result of the consummation of the merger. Each
former holder of Common Stock will have the same tax basis in the
shares of common stock of the Surviving Corporation that such
shareholder received pursuant to the merger as he has in Company
Common Stock held by him at the time of the consummation of the
merger. Each stockholder's holding period with respect to such
Common Stock of the Surviving Corporation will include the period
during which he held the corresponding Company Common Stock,
provided the latter is held as a capital asset at the time of
consummation of the merger.
The foregoing is only a summary of the federal income tax
consequences and is not tax advice. No ruling from the Internal
Revenue Service and no opinion of counsel with respect to the tax
consequences of the merger have been or will be sought by the
Company.
Description of Securities of the Company and the
Surviving Corporation
The authorized capital stock of the Company consists of
25,000,000 shares of Class A common stock, par value $.001 per
share. As of September 9, 1997, the Company had outstanding
2,303,520 shares of Common Stock.
The authorized capital stock of the Surviving Corporation
consists of 25,000,000 shares of common stock, par value $.001 per
share.
Common Stock of the Company
- ---------------------------
The holders of outstanding shares of Common Stock are entitled
to receive dividends out of assets legally available therefor at
such times and in such amounts as the Board of Directors may, from
time to time, determine. Each stockholder is entitled to one vote
for each share of Common Stock held by such stockholder. The
Company's Certificate of Incorporation does not provide for
cumulative voting. The Common Stock is not entitled to preemptive
rights and is not subject to redemption. Upon liquidation,
dissolution, or winding-up of the Company, the assets legally
available for distribution to stockholders are distributed ratably
among the holders of Common Stock outstanding at that time. Each
outstanding share of Common Stock is fully paid and nonassessable.
<PAGE>
<PAGE>
Common Stock of the Surviving Corporation
- -----------------------------------------
The common stock, par value $.001 per share, of the Surviving
Corporation will have the same relative rights, preferences,
privileges and restrictions as the Company's Common Stock, except
in so far as the rights of the holders thereof are determined by
the Delaware GCL and the Delaware GCL differs from the Nevada
Revised Statutes. See "Significant Differences in Corporate Law of
Nevada and Delaware."
Transfer Agent
- --------------
The transfer agent and registrar for the Common Stock is
American Stock Transfer and Trust Company, New York, New York.
Incorporation by Reference of Additional Documents
The following documents are hereby incorporated by reference
in their entirety: all reports filed by or on behalf of the Company
with the Securities and Exchange Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934 since the end
of the fiscal year ended December 31, 1995 and prior to the
consummation of the reincorporation described herein.
<PAGE>
<PAGE>
EXHIBITS
Exhibit No. Description
- ----------- -----------
A Merger Agreement
B Certificate of Incorporation of Associated
Technologies, Inc.
C By-Laws of Associated Technologies, Inc.
D Nevada Revised Statutes Chapters 92A.300 - 92A.500
E Form of Notice to Dissenter and Dissenter's Demand
for Payment
<PAGE>
<PAGE>
EXHIBIT A
PLAN OF MERGER
OF
ASSOCIATED TECHNOLOGIES
a Nevada Corporation
AND
ASSOCIATED TECHNOLOGIES, INC.
a Delaware Corporation
PLAN OF MERGER adopted by Associated Technologies, a corporation
for profit organized under the laws of the State of Nevada ("AT-
Nevada"), by resolution of its Board of Directors on October 27,
1997, and adopted on October 27, 1997 by Associated Technologies,
Inc., a corporation for profit organized under the laws of the
State of Delaware ("AT-Delaware"), by resolution of its Board of
Directors on October 27, 1997. The names of the corporations
planning to merge are AT-Nevada and AT-Delaware and AT-Delaware
shall be the surviving corporation.
1. AT-Nevada and AT-Delaware shall, pursuant to the
provisions of the Revised Statutes of the State of Nevada and the
provisions of the Delaware General Corporation Law, be merged with
and into a single corporation, to wit, AT-Delaware, which shall be
the surviving corporation when the merger becomes effective and
which is sometimes hereinafter referred to as the "surviving
corporation", and which shall continue to exist as said surviving
corporation under its present name, AT-Delaware, pursuant to the
provisions of the laws of its jurisdiction of organization. The
separate existence of AT-Nevada, which is sometimes hereinafter
referred to as the "terminating corporation", shall cease when the
merger becomes effective in accordance with the laws of the
jurisdiction of its organization.
2. The Certificate of Incorporation of the surviving
corporation when the merger becomes effective shall be the
Certificate of Incorporation of said surviving corporation and said
Certificate of Incorporation shall continue in full force and
effect until amended and changed in the manner prescribed by the
provisions of the laws of its jurisdiction of organization.
3. The present by-laws of the surviving corporation
will be the by-laws of said surviving corporation and will continue
in full force and effect until changed, altered or amended as
therein provided and in the manner prescribed by the provisions of
the laws of its jurisdiction of organization.
<PAGE>
<PAGE>
4. The directors and officers in office of the
surviving corporation when the merger becomes effective shall be
the members of the first Board of Directors and the first officers
of the surviving corporation, all of whom shall hold office until
their respective successors are elected or appointed and qualified
or until their tenure is otherwise terminated in accordance with
the by-laws of the surviving corporation.
5. Each issued share of stock of the terminating
corporation when the merger becomes effective shall be converted
into one share of stock of the surviving corporation. The issued
shares of stock of the surviving corporation shall not be converted
or exchanged in any manner, but each said share which is issued
when the merger becomes effective shall continue to represent one
issued share of stock of the surviving corporation.
6. The share of AT-Delaware issued prior to the
effective date of the merger shall, as of the effective date of the
merger, be surrendered and extinguished.
7. The merger of the terminating corporation with and
into the surviving corporation shall be authorized in the manner
prescribed by the Revised Statutes of the State of Nevada and by
the Delaware General Corporation Law, and the Plan of Merger herein
made and approved shall be submitted to the stockholders of the
terminating corporation for their approval or rejection in the
manner prescribed by the provisions of the Revised Statutes of the
State of Nevada.
8. In the event that the merger of the terminating
corporation with and into the surviving corporation shall have been
duly authorized in compliance with the Revised Statutes of the
State of Nevada, and in the event that the Plan of Merger shall
have been approved by the stockholders entitled to vote of the
surviving corporation in the manner prescribed by the Delaware
General Corporation Law, the terminating corporation and the
surviving corporation hereby stipulate that they will cause to be
executed and filed and/or recorded any document or documents
prescribed by the laws of the State of Nevada and of the State of
Delaware, and that they will cause to be performed all necessary
acts therein and elsewhere to effectuate the merger.
9. The Board of Directors and the proper officers of
the terminating corporation and of the surviving corporation,
respectively, are hereby authorized, empowered and directed to do
any and all acts and things, and to make, execute, deliver, file
and/or record any and all instruments, papers and documents which
shall be or become necessary, proper or convenient to carry out or
put into effect any of the provisions of this Plan of Merger or of
the merger herein provided for.
<PAGE>
<PAGE>
EXHIBIT B
CERTIFICATE OF INCORPORATION
OF
ASSOCIATED TECHNOLOGIES, INC.
The undersigned, a natural person, for the purpose of
organizing a corporation for conducting the business and promoting
the purposes hereinafter stated, under the provisions and subject
to the requirements of the laws of the State of Delaware
(particularly Chapter 1, Title 8 of the Delaware Code and the acts
amendatory thereof and supplemental thereto, and known, identified,
and referred to as the "General Corporation Law of the State of
Delaware"), hereby certifies that:
FIRST: The name of the corporation (hereinafter referred to
as the "Corporation") is Associated Technologies, Inc.
SECOND: The address, including street, number, city and
county of the registered office of the Corporation in the State of
Delaware is 9 East Loockerman Street, City of Dover, County of
Kent, 19901; and the name of the registered agent of the
Corporation in the State of Delaware at such address is National
Registered Agents, Inc.
THIRD: The nature of the business and the purpose to be
conducted and promoted by the Corporation shall be to engage in any
lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
FOURTH: The aggregate number of shares of stock which the
Corporation shall have the authority to issue is Twenty Five
Million (25,000,000) shares of Common Stock, $0.001 par value per
share.
FIFTH: The name and the mailing address of the incorporator
is as follows:
Jennifer D. Tilliss
Werbel & Carnelutti
711 Fifth Avenue
New York, New York 10022
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed
between this Corporation and its creditors or any class of them
and/or between this Corporation and its stockholders or any class
of them, any court of equitable jurisdiction within the State of
Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof or on the<PAGE>
<PAGE>
application of any receiver or receivers appointed for this
corporation under the provisions of Section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or
of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order
a meeting of the creditors or class of creditors, and or of the
stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in
value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement and to any
reorganization of this Corporation as a consequence of such
compromise or arrangement, the said compromise or arrangement and
the said reorganization shall, if sanctioned by the court to which
said application has been made, be binding on all the creditors or
class of creditors, and/or on all of the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on
this Corporation.
EIGHTH: No director of the Corporation shall be liable to
the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper
personal benefit. If the General Corporation Law of the State of
Delaware is amended after October 16, 1997 to authorize corporate
action further eliminating or limiting the personal liability of
directors, the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the
General Corporation Law of the State of Delaware.
NINTH: The Corporation shall, to the fullest extent
permitted by Section 145 of the General Corporation Law of the
State of Delaware, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify
under said section from and against any and all of the expenses,
liabilities, judgments, fines, amounts paid in settlement,
liabilities, or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be
deemed exclusive of any other rights to which those seeking
indemnification of expenses may be entitled under any by-laws,
agreements, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
<PAGE>
<PAGE>
TENTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
ELEVENTH: In furtherance and not in limitation of the powers
conferred by statute, the by-laws of the Corporation may be made,
altered, amended or repealed by the stockholders of the Corporation
or by a majority of the entire Board of Directors of the
Corporation.
Signed: October 16, 1997
/s/ Jennifer D. Tilliss
--------------------------------
Jennifer D. Tilliss
Sole Incorporator
711 Fifth Avenue
New York, New York 10022
<PAGE>
<PAGE>
EXHIBIT C
BY-LAWS
OF
ASSOCIATED TECHNOLOGIES, INC.
(a Delaware corporation)
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office
shall be established and maintained at National Registered Agents,
Inc., 9 East Loockerman Street, Dover, Delaware. National
Registered Agents, Inc. shall be the registered agent of this
corporation in charge thereof.
Section 2. Other Offices. The corporation may have
other offices, either within or without the State of Delaware, at
such place or places as the Board of Directors may from time to
time determine or the business of the corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. Annual Meetings. Annual meetings of
stockholders for the election of directors and for such other
business as may be stated in the notice of the meeting shall be
held at such place, either within or without the State of Delaware,
and at such time and date as the Board of Directors, by resolution,
shall determine and as set forth in the notice of the meeting.
Section 2. Other Meetings. Meetings of stockholders
for any purpose other than the election of directors may be held at
such time and place, within or without the State of Delaware, as
shall be stated in the notice of the meeting.
Section 3. Voting. Each stockholder entitled to vote
in accordance with the terms of the Certificate of Incorporation
and in accordance with the provisions of these By-Laws shall be
entitled to one vote, in person or by proxy, for each share of
stock entitled to vote held by such stockholder, but not proxy
shall be voted after three years from its date unless such proxy
provides for a longer period. Upon the demand of any stockholder,
the vote for directors and the vote upon any question before the
meeting, shall be by ballot. All elections for directors shall be
decided by plurality vote; all other questions shall be decided by
majority vote except as otherwise provided by the Certificate of
Incorporation or the laws of the State of Delaware.
<PAGE>
<PAGE>
A complete list of the stockholders entitled to vote at
the ensuing election, arranged in alphabetical order, with the
address of each, and the number of shares held by each, shall be
opened to the examination of any stockholder for any purpose
germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall
be specified in the notice of the meeting, or, if not so specified,
at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who
is present.
Section 4. Quorum. Except as otherwise required by
law, by the Certificate of Incorporation or by these By-Laws, the
presence, in person or by proxy, of stockholders holding a majority
of the stock of the corporation entitled to vote shall constitute
a quorum at all meetings of the stockholders. In case a quorum
shall not be present at any meeting, a majority in interest of the
stockholders entitled to vote thereat, present in person or by
proxy, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until
the requisite amount of stock entitled to vote shall be present.
At such adjourned meeting at which the requisite amount of stock
entitled to vote shall be represented, any business may be
transacted which might have been transacted at the meeting as
originally noticed; but only those stockholders entitled to vote at
the meeting as originally notice shall be entitled to vote at any
adjournment or adjournments thereof.
Section 5. Special Meetings. Special meetings of the
stockholders for any purpose or purposes may be called by the
President or Secretary, or by resolution of the directors.
Section 6. Notice of Meetings. Written notice, stating
the place, date and time of the meeting, and the general nature of
the business to be considered, shall be given to each stockholder
entitled to vote thereat at his address as it appears on the
records of the corporation, not less than ten nor more than sixty
days before the date of the meeting. No business other than that
stated in the notice shall be transacted at any meeting without the
unanimous consent of all the stockholders entitled to vote thereat.
Section 7. Action Without Meeting. Unless otherwise
provided by the Certificate of Incorporation, any action required
to be taken at any annual or special meeting of stockholders, or
any action which may be taken at any annual or special meeting, may
be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares<PAGE>
<PAGE>
entitled to vote thereon were present and voted. Prompt notice of
the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who
have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. Number and Term. The number of directors of
the Corporation initially shall be three, but in no event shall the
number of directors be less than one nor more than fifteen. The
directors shall be elected at the annual meeting of the
stockholders and each director shall be elected to serve until his
successor shall be elected and qualified. Directors need not be
stockholders.
Section 2. Removal. Any director or directors may be
removed either for or without cause at any time by the affirmative
vote of the holders of a majority of all the shares of stock
outstanding and entitled to vote, at a special meeting of the
stockholders called for the purpose, and the vacancies thus created
may be filled, at the meeting held for the purpose of removal, by
the affirmative vote of a majority in interest of the stockholders
entitled to vote. A director elected to fill such vacancy shall
serve for the remainder of the term of his predecessor.
Section 3. Increase of Number. The number of directors
may be increased by amendment of these by-laws by the affirmative
vote of a majority of the directors, though less than a quorum, or,
by the affirmative vote of a majority in interest of the
stockholders, at the annual meeting or at a special meeting called
for that purpose, and by like vote the additional directors may be
chosen at such meeting to hold office until the next annual
election and until their successors shall have been elected and
qualified.
Section 4. Powers. The Board of Directors shall
exercise all of the powers of the corporation except such as are by
law or by the Certificate of Incorporation of the corporation or by
these By-Laws conferred upon or reserved to the stockholders.
Section 5. Committees. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board,
designate one or more committees, each committee to consist of one
or more of the directors of the corporation. The Board may
designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any
meeting of such committee or committees. The member or members
thereof present at any meeting and not disqualified from voting,<PAGE>
<PAGE>
whether or not he or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the
resolution of the Board of Directors, or in these By-Laws, shall
have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee
shall have the power or authority to amend the Certificate of
Incorporation, to adopt an agreement of merger or consolidation, to
recommend to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, to
recommend to the stockholders a dissolution of the corporation or
a revocation of a dissolution, or to amend the By-Laws of the
corporation; and, unless the resolution, these By-Laws, or the
Certificate of Incorporation expressly so provides, no such
committee shall have the power or authority to declare a dividend
or to authorize the issuance of stock.
Section 6. Meetings. The newly elected directors shall
hold their first meeting for the purpose of organization and the
transaction of business, if a quorum be present, immediately after
the annual meeting of the stockholders; or the time and place of
such meeting may be fixed by consent in writing of all the
directors.
Regular meetings of the directors may be held without
notice at such places and times as shall be determined from time to
time by resolution of the directors.
Special meetings of the Board may be called by the
President or the Secretary on the written request of any two
directors on at least two days' notice to each director and shall
be held at such place or places as may be determined by the
directors, or as shall be stated in the call of the meeting.
Section 7. Quorum. A majority of the total number of
directors shall constitute a quorum for the transaction of
business. If at any meeting of the Board of Directors there shall
be less than a quorum present, a majority of those present may
adjourn the meeting from time to time until a quorum is obtained,
and no further notice thereof need be given other than by
announcement at the meeting which shall be so adjourned.
Section 8. Compensation. Directors shall not receive
any stated salary for their services as directors or as members of
committees, but by resolution of the Board of Directors a fixed fee
and expenses of attendance may be allowed for attendance at each
meeting. Nothing herein contained shall be construed to preclude<PAGE>
<PAGE>
any director from serving the corporation in any other capacity as
an officer, agent or otherwise, and receiving compensation
therefor.
Section 9. Action Without Meeting. Any action required
or permitted to be taken at any meeting of the Board of Directors
or of any committee thereof, may be taken without a meeting, if a
written consent thereto is signed by all members of the Board of
Directors, or of such committee as the case may be, and such
written consent is filed with the minutes of proceedings of the
Board of Directors or committee.
Section 10. Participation by Conference Telephone.
Members of the Board of Directors of the corporation, or any
committee designated by such Board may participate in a meeting of
such Board or committee by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and participation
in a meeting shall constitute presence in person at such meeting.
ARTICLE IV
OFFICERS
Section 1. Officers. The officers of the corporation
shall be a President, a Treasurer and a Secretary, all of whom
shall be elected by the Board of Directors and who shall hold
office until their successors are elected and qualified. In
addition, the Board of Directors may elect a Chairman, one or more
Vice Presidents and such Assistant Secretaries and Assistant
Treasurers as they may deem proper. None of the officers of the
corporation need be directors. The officers shall be elected at
the first meeting of the Board of Directors after each annual
meeting. More than two offices may be held by the same person.
Section 2. Other Officers and Agents. The Board of
Directors may appoint such other officers and agents as it may deem
advisable, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.
Section 3. Chairman. The Chairman of the Board of
Directors, if one be elected, shall preside at all meetings of the
Board of Directors and he shall have and perform such other duties
as from time to time may be assigned to him by the Board of
Directors.
Section 4. President. The President shall be the chief
executive officer of the corporation and shall have the general
powers and duties of supervision and management usually vested in
the office of president of a corporation. He shall preside at all
meetings of the stockholders if present thereat, and, in the<PAGE>
<PAGE>
absence or non-election of the Chairman of the Board of Directors,
at all meetings of the Board of Directors, and shall have general
supervision, direction and control of the business of the
corporation. Except as the Board of Directors shall authorize the
execution thereof in some other manner, he shall execute bonds,
mortgages and other contracts on behalf of the corporation, and
shall cause the seal to be affixed to any instrument requiring it
and when so affixed the seal shall be attested by the signature of
the Secretary or the Treasurer or an Assistant Secretary or an
Assistant Treasurer.
Section 5. Vice-President. Each Vice-President shall
have such powers and shall perform such duties as shall be assigned
to him by the directors.
Section 6. Treasurer. The Treasurer shall have the
custody of the corporate funds and securities and shall keep full
and accurate account of receipts and disbursements in books
belonging to the corporation. He shall deposit all monies and
other valuables in the name and to the credit of the corporation in
such depositaries as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the corporation
as may be ordered by the Board of Directors, or the President,
taking proper vouchers for such disbursements. He shall render to
the President and Board of Directors at the regular meetings of the
Board of Directors, or whenever they may request it, an account of
all his transactions as Treasurer and of the financial condition of
the corporation. If required by the Board of Directors, he shall
give the corporation a bond for the faithful discharge of his
duties in such amount and with such surety as the Board of
Directors shall prescribe.
Section 7. Secretary. The Secretary shall give, or
cause to be given, notice of all meetings of stockholders and
directors, and all other notices required by law or by these By-
Laws, and in case of his absence or refusal or neglect so to do,
any such notice may be given by any person thereunto directed by
the President, or by the directors, or stockholders, upon whose
requisition the meeting is called as provided in these By-Laws. He
shall record all the proceedings of the meetings of the corporation
and of the directors in a book to be kept for that purpose, and
shall perform such other duties as may be assigned to him by the
directors or the President. He shall have the custody of the seal
of the corporation and shall affix the same to all instruments
requiring it, when authorized by the directors or the President,
and attest the same.
<PAGE>
<PAGE>
Section 8. Assistant Treasurers and Assistant
Secretaries. Assistant Treasurers and Assistant Secretaries, if
any, shall be elected and shall have such powers and shall perform
such duties as shall be assigned to them, respectively, by the
directors.
ARTICLE V
MISCELLANEOUS
Section 1. Resignations. Any director, member of a
committee or corporate officer may, provided the same would not
result in a breach of any contract to which said person is a party,
resign at any time. Such resignation shall be made in writing, and
shall take effect at the time specified therein, and if no time be
specified, at the time of its receipt by the President or
Secretary. The acceptance of a resignation shall not be necessary
to make it effective.
Section 2. Vacancies. If the office of any director,
member of a committee or corporate officer becomes vacant, by
reason of death, disability or otherwise, the remaining directors
in office, though less than a quorum, by a majority vote may
appoint any qualified person to fill such vacancy, who shall hold
office for the unexpired term and until his successor shall be duly
chosen.
Section 3. Certificates of Stock. Certificates of
stock, signed by the Chairman of the Board of Directors, or the
President or any Vice President, and the Treasurer or an Assistant
Treasurer, or Secretary or an Assistant Secretary, shall be issued
to each stockholder certifying the number of shares owned by him in
the corporation. When such certificates are countersigned (1) by
a transfer agent other than the corporation or its employee, or (2)
by a registrar other than the corporation or its employee, the
signatures of such officers may be facsimiles.
Section 4. Lost Certificates. A new certificate of
stock may be issued in the place of any certificate theretofore
issued by the corporation, alleged to have been lost or destroyed,
and the directors may, in their discretion, require the owner of
the lost or destroyed certificate, or his legal representatives, to
give the corporation a bond, in such sum as they may direct, not
exceeding double the value of the stock represented by such
certificate, to indemnify the corporation against any claim that
may be made against it on account of the alleged loss of any such
certificate, or the issuance of any such new certificate.
Section 5. Transfer of Shares. The shares of stock of
the corporation shall be transferable only upon its books by the
holders thereof in person or by their duly authorized attorneys or
legal representatives, and upon such transfer the old certificates
shall be surrendered to the corporation by the delivery thereof to<PAGE>
<PAGE>
the person in charge of the stock transfer books and ledgers, or to
such other person as the directors may designate, by whom they
shall be canceled, and new certificates shall thereupon be issued.
A record shall be made of each transfer and whenever a transfer
shall be made for collateral security, and not absolutely, it shall
be so expressed in the entry of the transfer.
Section 6. Stockholders Record Date. In order that the
corporation may determine the stockholders entitled to notice of or
to vote at any meeting of stockholders or any adjournment thereof,
or to express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be
more than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of
the meeting; provided, however, that the Board of Directors may fix
a new record date for the adjourned meeting.
Section 7. Dividends. Subject to the provisions of the
Certificate of Incorporation, the Board of Directors may, out of
funds legally available therefor at any regular or special meeting,
declare dividends upon the capital stock of the corporation as and
when they deem expedient. Before declaring any dividend there may
be set apart out of any funds of the corporation available for
dividends, such sum or sums as the directors from time to time in
their discretion deem proper for working capital or as a reserve
fund to meet contingencies or for equalizing dividends or for such
other purposes as the directors shall deem conducive to the
interests of the corporation.
Section 8. Seal. The corporate seal shall be circular
in form and shall contain the name of the corporation, the year of
its creation and the words "CORPORATE SEAL DELAWARE." Said seal
may be used by causing it or a facsimile thereof to be impressed or
affixed or otherwise reproduced.
Section 9. Fiscal Year. The fiscal year of the
corporation shall be determined by resolution of the Board of
Directors. In the absence of such determination, the fiscal year
shall be the calendar year.
Section 10. Checks. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness
issued in the name of the corporation shall be signed by such
officer or officers, agent or agents of the corporation, and in
such manner as shall be determined from time to time by resolution
of the Board of Directors.<PAGE>
<PAGE>
Section 11. Notice and Waiver of Notice. Whenever any
notice is required by these By-Laws to be given, personal notice is
not meant unless expressly so stated, and any notice so required
shall be deemed to be sufficient if given by depositing the same in
the United States mail, postage prepaid, addressed to the person
entitled thereto at his address as it appears on the records of the
corporation, and such notice shall be deemed to have been given on
the day of such mailing. Stockholders not entitled to vote shall
not be entitled to receive notice of any meetings except as
otherwise provided by statute.
Whenever any notice whatever is required to be given
under the provisions of any law, or under the provisions of the
Certificate of Incorporation of the corporation or these By-Laws,
a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
ARTICLE VI
INDEMNIFICATION
To the full extent permitted by law, the corporation may
indemnify any person or his heirs, distributees, next of kin,
successors, appointees, executors, administrators, legal
representatives and assigns who was or is a party or is threatened
to be made a party to any threatened, pending or completed action,
suit or proceedings, whether civil, criminal, administrative or
investigative by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise, domestic or foreign, against expenses,
attorneys' fees, court costs, judgments, fines, amounts paid in
settlement and other losses actually and reasonably incurred by him
in connection with such action, suit or proceeding.
ARTICLE VII
AMENDMENTS
These By-laws may be altered or repealed and By-Laws may
be made at any annual meeting of the stockholders or at any special
meeting thereof by the affirmative vote of a majority of the stock
issued and outstanding and entitled to vote thereat, or by the
affirmative vote of a majority of the Board of Directors, at any
regular meeting of the Board of Directors, or at any special
meeting of the Board of Directors.
<PAGE>
<PAGE>
I HEREBY CERTIFY that the foregoing is a full, true and
correct copy of the By-Laws of Associated Technologies, Inc., a
Delaware corporation, as in effect on the date hereof.
WITNESS my hand and seal of the Corporation.
/s/ Leonard N. McDowall
Leonard N. McDowall, Secretary
Dated: October 16, 1997
<PAGE>
<PAGE>
EXHIBIT D
NEVADA REVISED STATUTES ANNOTATED
Copyright (c) 1986-1993 by The Michie Company
Copyright (c) 1995 by The Michie Company,
a division of Reed Elsevier Inc. and Reed Elsevier Properties Inc.
All rights reserved.
*** THIS SECTION IS CURRENT THROUGH THE 1995 SUPPLEMENT ***
*** (SIXTY-EIGHTH (1995) SESSION) ***
TITLE 7. BUSINESS ASSOCIATIONS; SECURITIES; COMMODITIES
CHAPTER 92A. MERGERS AND EXCHANGE OF INTEREST
RIGHTS OF DISSENTING OWNERS
Nev. Rev. Stat. Ann. -- 92A.300 (1995)
- -- 92A.300. Definitions
As used in NRS 92A.300 to 92A.500, inclusive, unless the
context otherwise requires, the words and terms defined in NRS
92A.305 to 92A.335, inclusive, have the meanings ascribed to them
in those sections.
- -- 92A.305. "Beneficial stockholder" defined
"Beneficial stockholder" means a person who is a beneficial
owner of shares held in a voting trust or by a nominee as the
stockholder of record.
- -- 92A.310. "Corporate action" defined
"Corporate action" means the action of a domestic corporation.
- -- 92A.315. "Dissenter" defined
"Dissenter" means a stockholder who is entitled to dissent
from a domestic corporation's action under NRS 92A.380 and who
exercises that right when and in the manner required by NRS 92A.410
to 92A.480, inclusive.
- -- 92A.320. "Fair value" defined
"Fair value," with respect to a dissenter's shares, means the
value of the shares immediately before the effectuation of the
corporate action to which he objects, excluding any appreciation or
depreciation in anticipation of the corporate action unless
exclusion would be inequitable.
<PAGE>
<PAGE>
- -- 92A.325. "Stockholder" defined
"Stockholder" means a stockholder of record or a beneficial
stockholder of a domestic corporation.
- -- 92A.330. "Stockholder of record" defined
"Stockholder of record" means the person in whose name shares
are registered in the records of a domestic corporation or the
beneficial owner of shares to the extent of the rights granted by
a nominee's certificate on file with the domestic corporation.
- -- 92A.335 "Subject corporation" defined
"Subject corporation" means the domestic corporation which is
the issuer of the shares held by a dissenter before the corporate
action creating the dissenter's rights becomes effective or the
surviving or acquiring entity of that issuer after the corporate
action becomes effective.
- -- 92A.340. Computation of interest
Interest payable pursuant to NRS 92A.300 to 92A.500,
inclusive, must be computed from the effective date of the action
until the date of payment, at the average rate currently paid by
the entity on its principal bank loans or, if it has no bank loans,
at a rate that is fair and equitable under all of the
circumstances.
- -- 92A.350. Rights of dissenting partner of domestic limited
partnership
A partnership agreement of a domestic limited partnership or,
unless otherwise provided in the partnership agreement, an
agreement of merger or exchange, may provide that contractual
rights with respect to the partnership interest of a dissenting
general or limited partner of a domestic limited partnership are
available for any class or group of partnership interests in
connection with any merger or exchange in which the domestic
limited partnership is a constituent entity.
- -- 92A.360. Rights of dissenting member of domestic limited-
liability company
The articles of organization or operating agreement of a
domestic limited-liability company or, unless otherwise provided in
the articles of organization or operating agreement, an agreement
of merger or exchange, may provide that contractual rights with
respect to the interest of a dissenting member are available in
connection with any merger or exchange in which the domestic
limited-liability company is a constituent entity.
<PAGE>
<PAGE>
- -- 92A.370. Rights of dissenting member of domestic nonprofit
corporation
1. Except as otherwise provided in subsection 2 and unless
otherwise provided in the articles or bylaws, any member of any
constituent domestic nonprofit corporation who voted against the
merger may, without prior notice, but within 30 days after the
effective date of the merger, resign from membership and is thereby
excused from all contractual obligations to the constituent or
surviving corporations which did not occur before his resignation
and is thereby entitled to those rights, if any, which would have
existed if there had been no merger and the membership had been
terminated or the member had been expelled.
2. Unless otherwise provided in its articles of
incorporation or bylaws, no member of a domestic nonprofit
corporation, including, but not limited to, a cooperative
corporation, which supplies services described in chapter 704 of
NRS to its members only, and no person who is a member of a
domestic nonprofit corporation as a condition of or by reason of
the ownership of an interest in real property, may resign and
dissent pursuant to subsection 1.
- -- 92A.380. Right of stockholder to dissent from certain
corporate actions and to obtain payment for shares.
- -- 1. Except as otherwise provided in NRS 92A.370 to 92A.390,
a stockholder is entitled to dissent from, and obtain payment of
the fair value of his shares in the event of any of the following
corporate actions:
(a) Consummation of a plan of merger to which the
domestic corporation is a party:
(1) If approval by the stockholders is required for
the merger by NRS 92A.120 to 92A.160, inclusive, or the articles of
incorporation and he is entitled to vote on the merger; or
(2) If the domestic corporation is a subsidiary and
is merged with its parent under NRS 92A.180.
(b) Consummation of a plan of exchange to which the
domestic corporation is a party as the corporation whose subject
owner's interests will be acquired, if he is entitled to vote on
the plan.
(c) Any corporate action taken pursuant to a vote of the
stockholders to the event that the articles of incorporation,
bylaws or a resolution of the board of directors provides that
voting or nonvoting stockholders are entitled to dissent and obtain
payment for their shares.
<PAGE>
<PAGE>
2. A stockholder who is entitled to dissent and obtain
payment under NRS 92A.300 to 92A.500, inclusive, may not challenge
the corporate action creating his entitlement unless the action is
unlawful or fraudulent with respect to him or the domestic
corporation.
- -- 92A.390. Limitations on right of dissent: Stockholders of
certain classes or series; action of stockholders not required for
plan of merger.
1. There is no right of dissent with respect to a plan of
merger or exchange in favor of stockholders of any class or series
which, at the record date fixed to determine the stockholders
entitled to receive notice of and to vote at the meeting at which
the plan of merger or exchange is to be acted on, were either
listed on a national securities exchange, included in the national
market system by the National Association of Securities Dealers,
Inc., or held by at least 2,000 stockholders of record, unless:
(a) The articles of incorporation of the corporation
issuing the shares provide otherwise; or
(b) The holders of the class or series are required
under the plan of merger or exchange to accept for the shares
anything except:
(1) Cash, owner's interests or owner's interests
and cash in lieu of fractional owner's interests of:
(I) The surviving or acquiring entity; or
(II) Any other entity which, at the effective
date of the plan of merger or exchange, were either listed on a
national securities exchange, included in the national market
system by the National Association of Securities Dealers, Inc., or
held of record by at least 2,000 holders of owner's interests of
record; or
(2) A combination of cash and owner's interest of
the kind described in sub-paragraphs (I) and (II) of subparagraph
(1) of paragraph (b).
2. There is no right of dissent for any holders of stock of
the surviving domestic corporation if the plan of merger does not
require action of the stockholders of the surviving domestic
corporation under NRS 92A.130.
- -- 92A.400. Limitations on right of dissent: Assertion as to
portions only to shares registered to stockholder; assertion by
beneficial stockholder.
<PAGE>
<PAGE>
1. A stockholder of record may assert dissenter's rights as
to fewer than all of the shares registered in his name only if he
dissents with respect to all shares beneficially owned by any one
person and notifies the subject corporation in writing of the name
and address of each person on whose behalf he asserts dissenter's
rights. The rights of a partial dissenter under this subsection
are determined as if the shares as to which he dissents and his
other shares were registered in the names of different
stockholders.
2. A beneficial stockholder may assert dissenter's rights as
to shares held on his behalf only if:
(a) He submits to the subject corporation the written
consent of the stockholder of record to the dissent not later than
the time the beneficial stockholder asserts dissenter's rights; and
(b) He does so with respect to all shares of which he is
the beneficial stockholder or over which he has power to direct the
vote.
- -- 92A.410. Notification of stockholders regarding right of
dissent
1. If a proposed corporate action creating dissenters'
rights is submitted to a vote at a stockholders' meeting, the
notice of the meeting must state that stockholders are or may be
entitled to assert dissenters' rights under NRS 92A.300 to 92A.500,
inclusive, and be accompanied by a copy of those sections.
2. If the corporate action creating dissenters' rights is
taken without a vote of the stockholders, the domestic corporation
shall notify in writing all stockholders entitled to assert
dissenters' rights that the action was taken and send them the
dissenter's notice described in NRS 92A.430.
- -- 92A.420. Prerequisites to demand for payment for shares
1. If a proposed corporate action creating dissenters'
rights is submitted to a vote at a stockholders' meeting, a
stockholder who wishes to assert dissenter's rights:
(a) Must deliver to the subject corporation, before the
vote is taken, written notice of his intent to demand payment for
his shares if the proposed action is effectuated; and
(b) Must not vote his shares in favor of the proposed
action.
2. A stockholder who does not satisfy the requirements of
subsection 1 is not entitled to payment for his shares under this
chapter.<PAGE>
<PAGE>
- -- 92A.430. Dissenter's notice: Delivery to stockholders
entitled to assert rights; contents
1. If a proposed corporate action creating dissenters'
rights is authorized at a stockholders' meeting, the subject
corporation shall deliver a written dissenter's notice to all
stockholders who satisfied the requirements to assert those rights.
2. The dissenter's notice must be sent no later than 10 days
after the effectuation of the corporate action, and must:
(a) State where the demand for payment must be sent and
where and when certificates, if any, for shares must be deposited;
(b) Inform the holders of shares not represented by
certificates to what extent the transfer of the shares will be
restricted after the demand for payment is received;
(c) Supply a form for demanding payment that includes
the date of the first announcement to the news media or to the
stockholders of the terms of the proposed action and requires that
the person asserting dissenter's rights certify whether or not he
acquired beneficial ownership of the shares before that date;
(d) Set a date by which the subject corporation must
receive the demand for payment, which may not be less than 30 nor
more than 60 days after the date the notice is delivered; and
(e) Be accompanied by a copy of NRS 92A.300 to 92A.500,
inclusive.
- -- 92A.440. Demand for payment and deposit of certificates;
retention of rights of stockholder
1. A stockholder to whom a dissenter's notice is sent must:
(a) Demand payment;
(b) Certify whether he acquired beneficial ownership of
the shares before the date required to be set forth in the
dissenter's notice for this certification; and
(c) Deposit his certificates, if any, in accordance with
the terms of the notice.
2. The stockholder who demands payment and deposits his
certificates, if any, retains all other rights of a stockholder
until those rights are cancelled or modified by the taking of the
proposed corporate action.
<PAGE>
<PAGE>
3. The stockholder who does not demand payment or deposit
his certificates where required, each by the date set forth in the
dissenter's notice, is not entitled to payment for his shares under
this chapter.
- -- 92A.450. Uncertificated shares: Authority to restrict
transfer after demand for payment; retention of rights of
stockholder
1. The subject corporation may restrict the transfer of
shares not represented by a certificate from the date the demand
for their payment is received.
2. The person for whom dissenter's rights are asserted as to
shares not represented by a certificate retains all other rights of
a stockholder until those rights are cancelled or modified by the
taking of the proposed corporate action.
- -- 92A.460. Payment for shares: General requirements
1. Except as otherwise provided in NRS 92A.470, within 30
days after receipt of a demand for payment, the subject corporation
shall pay each dissenter who complied with NRS 92A.440 the amount
the subject corporation estimates to be the fair value of his
shares, plus accrued interest. The obligation of the subject
corporation under this subsection may be enforced by the district
court:
(a) Of the county where the corporation's registered
office is located; or
(b) At the election of any dissenter residing or having
its registered office in this state, of the county where the
dissenter resides or has its registered office. The court shall
dispose of the complaint promptly.
2. The payment must be accompanied by:
(a) The subject corporation's balance sheet as of the
end of a fiscal year ending not more than 16 months before the date
of payment, a statement of income for that year, a statement of
changes in the stockholders' equity for that year and the latest
available interim financial statements, if any;
(b) A statement of the subject corporation's estimate of
the fair value of the shares;
(c) An explanation of how the interest was calculated;
(d) A statement of the dissenter's rights to demand
payment under NRS 92A.480; and
<PAGE>
<PAGE>
(e) A copy of NRS 92A.300 to 92A.500, inclusive.
- -- 92A.470. Payment for shares: Shares acquired on or after date
of dissenter's notice
1. A subject corporation may elect to withhold payment from
a dissenter unless he was the beneficial owner of the shares before
the date set forth in the dissenter's notice as of the date of the
first announcement to the news media or to the stockholders of the
terms of the proposed action.
2. To the extent the subject corporation elects to withhold
payment, after taking the proposed action, it shall estimate the
fair value of the shares, plus accrued interest, and shall offer to
pay this amount to each dissenter who agrees to accept it in full
satisfaction of his demand. The subject corporation shall send
with its offer a statement of its estimate of the fair value of the
shares, an explanation of how the interest was calculated, and a
statement of the dissenters' right to demand payment pursuant to
NRS 92A.480.
- -- 92A.480. Dissenter's estimate of fair value: Notification of
subject corporation; demand for payment of estimate
1. A dissenter may notify the subject corporation in writing
of his own estimate of the fair value of his shares and the amount
of interest due, and demand payment of his estimate, less any
payment pursuant to NRS 92A.460, or reject the offer pursuant to
NRS 92A.470 and demand payment of the fair value of his shares and
interest due, if he believes that the amount paid pursuant to NRS
92A.460 or offered pursuant to NRS 92A.470 is less than the fair
value of his shares or that the interest due is incorrectly
calculated.
2. A dissenter waives his right to demand payment pursuant
to this section unless he notifies the subject corporation of his
demand in writing within 30 days after the subject corporation made
or offered payment for his shares.
- -- 92A.490. Legal proceeding to determine fair value: Duties of
subject corporation; powers of court; rights of dissenter
1. If a demand for payment remains unsettled, the subject
corporation shall commence a proceeding within 60 days after
receiving the demand and petition the court to determine the fair
value of the shares and accrued interest. If the subject
corporation does not commence the proceeding within the 60-day
period, it shall pay each dissenter whose demand remains unsettled
the amount demanded.
<PAGE>
<PAGE>
2. A subject corporation shall commence the proceeding in
the district court of the county where its registered office is
located. If the subject corporation is a foreign entity without a
resident agent in the state, it shall commence the proceeding in
the county where the registered office of the domestic corporation
merged with or whose shares were acquired by the foreign entity was
located.
3. The subject corporation shall make all dissenters,
whether or not residents of Nevada, whose demands remain unsettled,
parties to the proceeding as in an action against their shares.
All parties must be served with a copy of the petition.
Nonresidents may be served by registered or certified mail or by
publication as provided by law.
4. The jurisdiction of the court in which the proceeding is
commenced under subsection 2 is plenary and exclusive. The court
may appoint one or more persons as appraisers to receive evidence
and recommend a decision on the question of fair value. The
appraisers have the powers described in the order appointing them,
or any amendment thereto. The dissenters are entitled to the same
discovery rights as parties in other civil proceedings.
5. Each dissenter who is made a party to the proceeding is
entitled to a judgment:
(a) For the amount, if any, by which the court finds the
fair value of his shares, plus interest, exceeds the amount paid by
the subject corporation; or
(b) For the fair value, plus accrued interest, of his
after-acquired shares for which the subject corporation elected to
withhold payment pursuant to NRS 92A.470.
- -- 92A.500. Legal proceeding to determine fair value: Assessment
of costs and fees
1. The court in a proceeding to determine fair value shall
determine all of the costs of the proceeding, including the
reasonable compensation and expenses of any appraisers appointed by
the court. The court shall assess the costs against the subject
corporation, except that the court may assess costs against all or
some of the dissenters, in amounts the court finds equitable, to
the extent the court finds the dissenters acted arbitrarily,
vexatiously or not in good faith in demanding payment.
2. The court may also assess the fees and expenses of the
counsel and experts for the respective parties, in amounts the
court finds equitable:
<PAGE>
<PAGE>
(a) Against the subject corporation and in favor of all
dissenters if the court finds the subject corporation did not
substantially comply with the requirements of NRS 92A.300 to
92A.500, inclusive; or
(b) Against either the subject corporation or a
dissenter in favor of any other party, if the court finds that the
party against whom the fees and expenses are assessed acted
arbitrarily, vexatiously or not in good faith with respect to the
rights provided by NRS 92A.300 to 92A.500, inclusive.
3. If the court finds that the services of counsel for any
dissenter were of substantial benefit to other dissenters similarly
situated, and that the fees for those services should not be
assessed against the subject corporation, the court may award to
those counsel reasonable fees to be paid out of the amounts awarded
to the dissenters who were benefited.
4. In a proceeding commenced pursuant to NRS 92A.460, the
court may assess the costs against the subject corporation, except
that the court may assess costs against all or some of the
dissenters who are parties to the proceeding, in amounts the court
finds equitable, to the extent the court finds that such parties
did not act in good faith in instituting the proceeding.
5. This section does not preclude any party in a proceeding
commenced pursuant to NRS 92A.460 or 92A.490 from applying the
provisions of N.R.C.P. 68 or NRS 17.115.
<PAGE>
<PAGE>
EXHIBIT E
Associated Technologies
1204 Third Avenue
Suite 172
New York, New York 10021
November 24, 1997
To our Shareholders:
Pleased be advised that on October 27, 1997, the Board of Directors
of Associated Technologies (the "Company") by unanimous written
consent, and the shareholders of the Company by majority written
consent, approved a proposal to change the Company's state of
incorporation to Delaware by means of a merger of the Company into
Associated Technologies, Inc., a Delaware corporation (the
"Merger"), which is a wholly-owned Delaware subsidiary of the
Company formed solely for that purpose.
Pursuant to the Nevada Revised Statutes, you have the right to
dissent from the Merger and to obtain the fair value of the shares
of Common Stock held by you.
If you wish to exercise your right to dissent, you must follow the
procedure set forth below:
1. You must send your payment demand to Associated Technologies,
1204 Third Avenue, Suite 172, New York, New York 10021 by the
date Thirty (30) days from the date that you receive this
notice.
2. Your certificates representing shares of Common Stock of the
Company, if any, must be deposited with the Company's transfer
agent and registrar, American Stock Transfer and Trust
Company, 40 Wall Street, New York, New York 10005.
3. Attached hereto is a form for demanding payment.
4. Attached hereto is a copy of Chapter 92A.300 to 92A.500 of the
Nevada Revised Statutes.
ASSOCIATED TECHNOLOGIES
a Nevada corporation
by: /s/Leonard N. McDowall
-------------------------
Leonard N. McDowall
Secretary
<PAGE>
<PAGE>
FORM FOR DEMANDING PAYMENT
1. Name of shareholder:
2. Number of shares:
3. The terms of the proposed Merger were first announced to
Shareholders on November 26, 1997:
CHECK ONE
[ ] I/we hereby certify that I/we acquired beneficial ownership of
such shares before the date specified in paragraph 3 above.
[ ] I/we hereby certify that I/we acquired beneficial ownership of
such shares after the date specified in paragraph 3 above.
Date:
Signed:
- ----------------------------
