SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under 240.14a-12
RF Technology, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-
6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
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
(Set forth the amount on which the filing fee is calculated
and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously by written 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 statement 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:
RF Technology, Inc.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
December 1, 2000
Dear Shareholder:
You are cordially invited to attend the Special Meeting of
Shareholders of RF Technology, Inc. (the "Company"), which will
be held on December 1, 2000, at 5:00 p.m. at the Company's
principal executive offices, located at 8019 N. Himes Street,
Suite, 310, Tampa, Florida 33614 for the following purposes as
more fully described in the Proxy Statement accompanying this
Notice:
(1) To adopt Amended and Restated Articles of
Incorporation;*
(2) To approve the modification of the contract for the
acquisition of plastic sniffing technology;
(3) To ratify, affirm and adopt certain actions submitted
to the shareholders in January 2000; and
(4) To transact such other business as may properly come
before the meeting or any adjournment thereof.
Only shareholders of record at the close of business on
October 20, 2000, the record date for the meeting, are entitled
to receive notice of and to vote at the Special Meeting or any
adjournments thereof.
All of the Company's shareholders are invited to attend the
Special Meeting. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN
TO ATTEND THE SPECIAL MEETING, PLEASE SIGN, DATE AND MAIL THE
ENCLOSED PROXY CARD IN THE PRE-ADDRESSED ENVELOPE PROVIDED WITH
THIS NOTICE OR FAX IT TO (813) 496-9292. NO ADDITIONAL POSTAGE
IS REQUIRED IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE
SPECIAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF
YOU WISH.
By Order of the Board of Directors,
/s/ Robert W. Ellis
Robert W. Ellis
President
Tampa, Florida
October 30, 2000
RF Technology, Inc.
8019 N. Himes Street, Suite 310
Tampa, Florida 33614
Tel: (813) 496-9191
Fax: (813) 496-9292
Proxy Statement
DATE, TIME AND PLACE OF SPECIAL MEETING
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of RF
Technology, Inc. (the "Company") for use at the Special Meeting
of Shareholders to be held at the Company's principal executive
offices, located at 8019 N. Himes Street, Suite, 310, Tampa,
Florida 33614, on December 1, 2000, at 5:00 p.m., local time, and
at any adjournments thereof, for the purposes set forth herein
and in the accompanying Notice. The record date for the meeting
is the close of business on October 20, 2000. All holders of
record of the Company's common stock on the record date are
entitled to notice of the meeting and to vote at the meeting and
any meetings held upon adjournment of that meeting. The
approximate date of mailing of this Proxy statement and the
accompanying proxy is October 30, 2000.
PROXY INFORMATION
A proxy form is enclosed. Whether or not you plan to attend
the meeting in person, please date, sign and return the enclosed
proxy card, as promptly as possible, in the postage prepaid
envelope provided to insure that your shares will be voted at the
meeting. You may revoke your proxy at any time prior to its use
by filing with the Secretary of the Company an instrument
revoking it or a duly executed proxy bearing a later date, or by
attending the meeting and voting in person. Unless you instruct
otherwise in the proxy, any proxy, if not revoked, will be voted
at the meeting:
(1) To adopt the Amended and Restated Articles of Incorporation; *
(2) To approve the modification of a contract for the
acquisition of plastic sniffing technology;
(3) To ratify, affirm and adopt certain actions approved by the
shareholders in January 2000; and
(4) As recommended by the Company's Board of Directors with
regard to all other matters, in its discretion.
_____________________________________
* The overall effect of adopting the Amended and Restated
Articles will be to change the Company's name to more
adequately represent its business operations, to authorize
capital that will permit the Company to use its equity
securities to further its business plans and to render more
difficult a change in control of the Company by shareholders,
and thus make more difficult the removal of management. See
below, section on Amendment and Restatement of Articles of
Incorporation.
Shareholders have no dissenters' rights with respect to the
above proposal based on Colorado Revised Statutes 7-113-102.
RECORD DATE AND VOTING
Record Date.
As of October 20, 2000, the record date fixed
by the Board of Directors, the Company had [7,060,000] shares of
common stock issued and outstanding and approximately [60]
shareholders of record. If the shareholders of record present in
person or represented by their proxies at the meeting hold not
less than a majority of the issued and outstanding shares
entitled to vote, a quorum will exist for the transaction of
business at the meeting. Shareholders of record who abstain from
voting, including brokers holding their customers' shares who
cause abstentions to be recorded, are counted as present for
quorum purposes.
Shareholder List.
At least 10 days before the Special
Meeting, the officer or agent in charge of the stock transfer
books for the shares of the corporation will make a complete list
of the shareholders entitled to vote at the Special Meeting
arranged in alphabetical order, with the address and number of
shares held by each shareholder. The list will be kept on file
at the principal offices of the Company and will be subject to
inspection by any shareholder at any time during usual business
hours. The list will be present for inspection at the Special
Meeting.
Proxies.
Each shareholder entitled to vote at the Special
Meeting may vote by proxy executed in writing by the shareholder
or by his or her duly authorized attorney-in-fact, but no proxy
can be voted or acted upon after eleven months from its date,
unless the proxy provides for a longer period. The proxy must be
filed with the Secretary of the Company before or at the time of
the Special Meeting.
The following constitute valid means by which a shareholder
may authorize another person to act for him or her as proxy:
(1) A shareholder may execute a writing authorizing another
person or persons to act for him or her as proxy. The proxy may
be limited to specific proposals. Execution may be accomplished
by the signing of the writing by the shareholder or his or her
authorized officer, director, employee or agent or by causing his
or her signature to be affixed to the writing by any reasonable
means including, but not limited to, a facsimile signature.
(2) A shareholder may authorize another person or persons
to act for him or her as proxy by transmitting or authorizing the
transmission of a telegram, cablegram or other means of
electronic transmission to the person who will be the holder of
the proxy or to a proxy solicitation firm, proxy support service
organization or like agent duly authorized by the person who will
be the holder of the proxy. The transmission must either set
forth or be submitted with written information from which it can
be determined that it was authorized by the shareholder.
The cost of soliciting proxies will be borne by the Company.
The Company will reimburse brokerage firms and other persons
representing beneficial owners of shares for their reasonable out-
of-pocket expenses regarding these solicitations. Proxies may be
solicited by certain of the Company's directors, officers and
regular employees, without additional compensation, personally or
by telephone, electronic mail, facsimile or telegram. The
Company will pay no additional compensation to its officers,
directors and employees for these activities.
Date and Time of Opening and Closing of the Polls.
The date and time of the opening of the polls for the Special Meeting
of the Shareholders of the Company shall be 5:00 p.m. on December 1,
2000. The time of the closing of the polls for voting shall be
announced at the Special Meeting. No ballot, proxies or votes,
nor any revocations or changes to a vote, shall be accepted after
the closing of the polls unless a court of equity, upon
application by a shareholder, determines otherwise.
Vote.
Votes cast by proxy or in person at the Special
Meeting will be tabulated by the Secretary of the Company. The
Secretary will also determine whether or not a quorum is present.
Each shareholder of record at the close of business on October
20, 2000, is entitled to one vote for each share then held on
each matter submitted to a vote of shareholders. Brokers holding
shares of record for their customers generally are not entitled
to vote on certain matters unless their customers give them
specific voting instructions. If the broker does not receive
specific instructions, the broker will note this on the proxy
form or otherwise advise the Company that it lacks voting
authority.
The voting requirements for the proposal to be considered by
the shareholders at the Special Meeting are as follows:
Adoption of Amended and Restated Articles of Incorporation:
- A shareholder submitting a Proxy may vote for or against
adopting the Amended and Restated Articles of Incorporation
or may abstain from voting his or her shares. Proxies
solicited by the Board of Directors will, unless otherwise
directed, be voted to adopt the Amended and Restated
Articles of Incorporation.
Approval of the Modification of the Contract for the
Acquisition of Plastic Sniffing Technology:
- A shareholder submitting a Proxy may vote for or against
approval of the modification of the contract for the
acquisition of plastic sniffing technology or may abstain
from voting his or her shares. Proxies solicited by the
Board of Directors will, unless otherwise directed, be
voted to modify the contract for the acquisition of
plastic sniffing technology.
Ratification, Affirmation and Adoption of Certain Actions
Submitted to the Shareholders in January 2000:
- A shareholder submitting a Proxy may vote for or against
ratifying, affirming and adopting certain actions
submitted to the shareholders in January 2000 or may
abstain from voting his or her shares. Proxies solicited
by the Board of Directors will, unless otherwise directed,
be voted to ratify, affirm and adopt the actions submitted
to the shareholders by the Board of Directors in January
2000.
- IF A SUBMITTED PROXY IS PROPERLY SIGNED BUT UNMARKED IN
RESPECT OF THE ADOPTION OF THE ABOVE PROPOSALS, THE PROXY
AGENTS NAMED IN THE PROXY WILL VOTE ALL THE SHARES
REPRESENTED THEREBY FOR THE ADOPTION OF THE ABOVE
PROPOSALS.
- In accordance with Colorado Revised Statutes and the
Company's Bylaws, the adoption of the Amended and Restated
Articles of Incorporation requires a quorum of not less
than a majority of the Company's issued and outstanding
shares entitled to vote, and an affirmative vote of a
majority of the Company's issued and outstanding shares
entitled to vote.
This Proxy Statement is accompanied by the proposed Amended
and Restated Articles of Incorporation (attached hereto as
Appendix A). Shareholders are encouraged to review the Amended
and Restated Articles of Incorporation in connection with the
information contained herein.
INTEREST OF CERTAIN PERSONS IN MATTER TO BE ACTED UPON
The directors and executive officers of the Company do not
have any substantial interest in the matters to be acted upon
other than the effect of certain provisions in the proposed
Amended and Restated Articles of Incorporation that entrench them
in their positions and ensure their continued control of the
Company. For further discussion of those provisions, please see
the section of this Proxy statement entitled "Proposal (1) To
adopt the Amended and Restated Articles of Incorporation, a copy
of which is attached to this Proxy Statement as Appendix A."
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of October 20, 2000, the record date for the Special
Meeting, the Company had [7,060,000] shares of its common stock
issued and outstanding. Each share of record is entitled one
vote at the Special Meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth as of October 13, 2000,
certain information known to the Company regarding the beneficial
ownership of the Company's common stock, and as adjusted to
reflect the share ownership for (i) each executive officer or
director of the Company who beneficially owns shares; (ii) each
shareholder known to the Company to beneficially own five percent
or more of the outstanding shares of its common stock; and (iii)
all executive officers and directors as a group. As of October
13, 2000, the Company had 7,060,000 shares of its common stock
issued and outstanding. The Company believes that the beneficial
owners of the common stock listed below, based on information
furnished by such owners, have sole investment and voting power
with respect to such Shares, subject to community property laws
where applicable. The individuals listed in the table are
accessible at the following address: 8019 N. Himes Street, Suite
310, Tampa, Florida 33614.
Principal Stockholders
Name Amount and Percentage of
Nature of common shares
Beneficial outstanding
Owner
(i) Directors and Executive
Officer and Beneficial Owners
Robert W. Ellis, President and 0 shares 0%
Director
Ronald Lambrecht, Treasurer and 330,000 4.67%
Director shares
Anthony Feimann, Secretary and 45,000 0.6%
Director shares
Eberhard Mueller, Director 300,000 4.25%
shares
Richard E. Surran 1,000,000 14.16%
shares
(ii) All directors and officers as 675,000 9.56%
a group shares
Change in Control
The Company is not aware of any arrangement that would upset
the control mechanisms currently in place. Although it is
conceivable that a third party could attempt a hostile takeover
of the Company, the Company has not received notice of any such
effort.
PROPOSALS
On October 20, 2000, the Board of Directors of the Company
signed resolutions advising the adoption of the following
proposals, called this Special Meeting, and set a record date of
October 20, 2000, for the meeting.
PROPOSAL (1): TO ADOPT THE AMENDED AND RESTATED ARTICLES OF
INCORPORATION ATTACHED TO THIS PROXY STATEMENT AS APPENDIX A.
The Amended and Restated Articles of Amendment will
completely supersede the existing Articles of Incorporation of
the Company.
The following is a summary comparison of the major changes
to the current Articles of Incorporation of the Company. A copy
of the proposed Amended and Restated Articles of Incorporation is
attached to this Proxy Statement as Appendix A. Where relevant,
a brief discussion is included discussing the purpose of the
change and its effect on shareholders, both positive and
negative.
The overall effect of adopting the Amended and Restated
Articles will be to change the Company's name to more adequately
represent its business operations, to authorize capital that will
permit the Company to use its equity securities to further its
business plans and to render more difficult a change in control
of the Company by shareholders, and thus make more difficult the
removal of management.
Proposed Amended
Current Articles of and Restated
Subject Matter of Incorporation Articles of
Change Incorporation
1. Name of Article I. RF Article I.
corporation Technology, Inc. QuadraComm, Inc.
Purpose: To align the name of the Company more closely with its
core business.
Effect: There is no effect on shareholders from the change in
the name of the Company. The name change will facilitate the
Company's shift in focus from radio frequency technologies to
total radio frequency and telecommunications marketing and
operations.
2. Purposes Article III. To Article III. The
engage in the purpose for which
business of the corporation is
providing business organized is to
consulting services engage in any
and developing activity or business
marketing related not in conflict with
products. the laws of the
State of Colorado or
of the United States
of America.
Purpose: To eliminate a specific purpose that no longer
adequately represents the Company's business operations.
Effect: There is no effect on the shareholders from a more
generally stated purpose. A more generally-stated purpose will
provide the Company with the capacity to expand into additional
business operations.
3. Powers Article IV. The Article IV. The
powers of the powers of the
Corporation shall be Corporation shall be
those powers granted those powers granted
by Article Two of by the Colorado
the Colorado Corporation Code
Corporation Code under which this
under which this Corporation is
Corporation is formed.
formed.
Purpose: To make a technical correction, deleting reference to
"Article Two" of the Colorado Corporation Code, which has been
repealed.
Effect: There is no effect on shareholders from this technical
correction.
4. Authorized Article V. Section Article V. Section
capital 1. Eleven million 1. One hundred ten
(11,000,000) total million total
authorized shares, authorized shares,
consisting of ten consisting of one
million (10,000,000) hundred million
shares of common (100,000,000) shares
stock, no par value of common stock
per share and one having par value of
million (1,000,000) $0.001 per share and
shares of preferred ten million
stock, no par value (10,000,000) shares
per share. of preferred stock
having a par value
of $0.001 per share.
Purpose: To authorize capital that will permit the Company to
use its equity securities to further its business plans.
Effect: This will ensure that the Company has an adequate amount
of stock authorized to raise capital, acquire other businesses or
issue stock as partial compensation for business transactions.
The issuance of either common or preferred stock may dilute stock
ownership of holders of common stock and thereby reduce their
voting power and reduce their rights to the net assets of the
Company upon dissolution.
5. Rights and No current Article V, Section
preferences of the provision. 2. Board of
preferred stock Directors granted
the authority to
issue preferred
stock and to fix and
determine and to
amend the voting
powers,
designations,
preferences,
limitations,
restrictions and
relative rights of
the shares,
including such
matters as
dividends,
redemption,
liquidation,
conversion and
voting.
Purpose: To enable the Board to determine the rights,
preferences, privileges and limitations associated with preferred
stock without shareholder approval.
*Effect: This is an anti-takeover measure. The Board has
exclusive discretion to issue preferred stock with rights that
may trump those of common stock. The effect may be to dilute the
stock ownership of holders of common stock and thereby reduce
their voting power and reduce their rights to the net assets of
the Company upon dissolution. Blank-check preferred stock can
delay or hinder a change in control of the Board and management.
6. Registered Article VII. The Article VII. The
Office and registered office of initial registered
Registered Agent the Corporation is office of the
3801 E. Florida Corporation is 3801
Avenue, Suite 605, E. Florida Avenue,
Denver, CO 80210, Suite 605, Denver,
and the name of the CO 80210, and the
registered agent of name of the initial
the Corporation at registered agent of
such address is the Corporation at
James D. Reitsema. such address is
James D. Reitsema.
Purpose: To clarify that the stated address of the registered
office and the stated name of the registered agent are the
address of the initial registered office and the name of the
initial registered agent, respectively.
Effect: There is no effect on shareholders from this change.
*THE AUTHORIZATION OF PREFERRED STOCK WILL HAVE AN ANTI-TAKEOVER
EFFECT AND ENABLE A MINORITY OF STOKHOLDERS TO CONTROL THE
COMPANY.
The Board of Directors recommends you vote FOR the adoption
of the Amended and Restated Articles of Incorporation.
PROPOSAL (2): TO APPROVE THE MODIFICATION OF THE CONTRACT WITH
MR. SURRAN FOR THE ACQUISITION OF PLASTIC SNIFFING TECHNOLOGY
In December 1999, the Board approved and endorsed the
Company's acquisition of all the rights and patents to "plastic
sniffing technology" from Mr. Rich Surran in return for the
issuance of 2,000,000 pre-split shares of the Company's common
stock, and resolved to submit this to the shareholders for their
approval.
The shareholders approved the acquisition at the January 10,
2000 Special Meeting of Shareholders. Subsequent to the meeting,
the acquisition and contract with Mr. Surran was re-negotiated
and modified. Under the modified contract, as disclosed in a
Form 8-K filed February 24, 2000, Mr. Surran is to receive
1,000,000 shares of post-forward-split stock, plus a 4 percent
royalty.
The overall effect on shareholders related to the change
from 2,000,000 pre-split shares to 1,000,000 post-split shares
plus a 4% royalty is to reduce the dilution of the shareholders'
stock.
The Board of Directors you vote FOR the modification of the
contract with Mr. Surran for the acquisition of plastic sniffing
technology.
PROPOSAL (3): TO RATIFY, AFFIRM AND ADOPT THE ACTIONS APPROVED
BY THE SHAREHOLDERS IN JANUARY 2000.
In December 1999, the Board approved the following actions
and resolved to submit them to the shareholders for their
approval:
A. The re-election of Anthony Feimann as a director and the
election of two new directors, Ronald Lambrecht and Eberhard
Mueller;
B. The change of the Company's name from PM Management
Systems, Inc. to RF Technology, Inc.; and
C. The increase in authorized capital of PM Management
Systems, Inc. to 100,000,000 shares of common stock and
10,000,000 shares of preferred stock.
The shareholders approved the above actions at a January 10,
2000 special meeting of shareholders. It has recently come to
the Company's attention that certain ministerial details may not
have been complied with in regard to the special meeting of
shareholders. The Board of Directors thus proposes that the
shareholders ratify, affirm and adopt the above actions
originally approved on January 10, 2000, including the election
of Anthony Feimann, Eberhard Mueller and Ronald Lambrecht as
Directors. Information related to their election as Directors is
disclosed below.
The overall effect of this proposal is to remove any
uncertainty that these actions taken by the Board of Directors
and approved by the shareholders in January 2000 represent the
duly adopted resolutions of the shareholders.
INFORMATION RELATED TO THE ELECTION OF ANTHONY FEIMANN, EBERHARD
MUELLER AND RONALD LAMBRECHT AS DIRECTORS
At the January 10, 2000, Special Meeting of Shareholders,
Anthony Feimann was re-elected as director, and two new
directors, Ronald Lambrecht and Eberhard Mueller, were elected.
All three directors were elected to serve until the next Annual
Meeting of shareholders or until their successors shall be
elected and shall qualify.
The table below sets forth certain information with respect
to Anthony Feimann, Ronald Lambrecht and Eberhard Mueller:
POSITIONS HELD
PRIOR TO JANUARY
NAME OF 10, 2000, AND TERM
DIRECTOR AGE OF OFFICE
Anthony V. Director and
Feimann 56 Secretary since
1994.
Eberhard None.
Mueller 63
Ronald T. None.
Lambrecht 53
The following text sets forth certain biographical
information concerning each director.
Anthony Feimann
Mr. Feimann is director and secretary of the Company. Mr.
Feimann graduated with a Bachelor of Arts degree in econometrics
from the University of British Columbia. Since 1975, Mr. Feimann
has operated as a private consultant on accounting and finance
issues for publicly held and privately owned companies.
Eberhard Mueller
Mr. Meuller has been involved with mining and exploration
projects for the past thirty-five years. Born in Germany and a
Canadian citizen residing in British Columbia, Mr. Mueller has
been instrumental in financing a large number of exploration
projects using state-of-the-art scientific techniques. He
currently serves on the Board of Directors of Regent Ventures
Ltd. and International Chargold Resources, Ltd., public companies
trading on the Canadian Venture Exchange.
Ronald Lambrecht
Mr. Lambrecht has thirty-one years of extensive accounting,
finance, real estate and management experience. Mr. Lambrecht
also has twenty-nine years of experience as a practicing CPA and
has many years of experience as an executive in the Oil and Gas
business.
Involvement in Legal Proceedings
[Information to come]
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
[Information to come]
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
[Information to come]
BOARD MEETINGS AND COMMITTEES
The Board of Directors does not have standing audit,
nominating or compensation committees.
During the last full fiscal year, ended December 31, 1999,
the Board of Directors held one meeting.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Compensation of Named Executive Officers
The following table sets forth the compensation the Company
has paid to each executive officer and all executive officers as
a group, for the fiscal year ended December 31, 1999, annual
compensation, including salary and bonuses paid by the Company to
the CEO. No other executive officers received more than
$100,000 in the fiscal year ended December 31, 1999. The Company
does not currently have a long-term compensation plan and does
not grant any long-term compensation to its executive officers or
employees. The table does not reflect certain personal benefits,
which in the aggregate are less than ten percent of each Named
Executive Officer's salary and bonus. No other compensation was
granted for this fiscal year ended December 31, 1999.
<TABLE>
Summary Compensation Table
LONG TERM COMPENSATION
<S> <C> <C> <C> <C> <C> <C> <C>
Annual Compensation Awards payouts
Other Securities
Name Annual Restricted Underlying
And Compen- Stock Options/ LTIP All Other
Principal Sation(S) Award(s) SARs(#) Payouts Compen-
Position Year Salary($) Bonus($) (1) ($) (2) sation($)
Edward 1999
Duncan 1998
(CEO) 1997
</TABLE>
As of October 13,2000, there were no outstanding stock options
held by executive officers or employees of the company.
Compensation of Directors
Directors of the Company are not compensated for their
services, other than for any reasonable expenses incurred in the
course of fulfilling their duties as a director of the Company.
Employment Contracts
[Information to come]
Report on Repricing of Options/SARS
[Information to come]
The Board of Directors recommends you vote FOR the
ratification and adoption of certain actions of the Board of
Directors in January 2000, including the election of Anthony
Feimann, Eberhard Mueller and Ronald Lambrecht as directors.
OTHER MATTERS
A copy of the proposed Amended and Restated Articles of
Incorporation is enclosed herewith as Appendix A.
The Board of Directors does not intend to bring any matters
before the Special Meeting other than as stated in this Proxy
Statement and is not aware that any other matters will be
presented for action at the Meeting. Should any other matters be
properly presented, the person named in the enclosed form of
Proxy will vote the Proxy with respect thereto in accordance with
their best judgment, pursuant to the discretionary authority
granted by the Proxy.
By Order of the Board of
Directors,
/s/ Robert W. Ellis
Robert W. Ellis
President
October 30, 2000
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
QUADRACOMM, INC.
The undersigned hereby adopts as its chartering document
these Amended and Restated Articles of Incorporation.
ARTICLE I
Name
The name of the corporation is "QuadraComm, Inc."
ARTICLE II
Period of Duration
This Corporation shall exist in perpetuity, from and after
the date of filing these Articles of Incorporation with the
Secretary of the State of Colorado unless and until dissolved
according to the laws of the State of Colorado.
ARTICLE III
Purposes
The purposes for which the corporation is organized are to
engage in any activity or business not in conflict with the laws
of the State of Colorado or of the United States of America, and
without limiting the generality of the foregoing, specifically:
Section 1. Omnibus.
To have to exercise all the powers now or hereafter
conferred by the laws of the State of Colorado upon corporations
organized pursuant to the laws under which the corporation is
organized ("applicable corporate law") and any and all acts
amendatory thereof and supplemental thereto.
Section 2. Carrying On Business Outside State.
To conduct and carry on its business or any branch thereof
in any state or territory of the United States or in any foreign
country in conformity with the laws of such state, territory, or
foreign country, and to have and maintain in any state,
territory, or foreign country a business office, plant, store or
other facility.
Section 3. Purposes To Be Construed As Powers.
The purposes specified herein shall be construed both as
purposes and powers and shall be in no way limited or restricted
by reference to, or inference from, the terms of any other clause
in this or any other article, but the purposes and powers
specified in each of the clauses herein shall be regarded as
independent purposes and powers, and the enumeration of specific
purposes and powers shall not be construed to limit or restrict
in any manner the meaning of general terms or of the general
powers of the corporation; nor shall the expression of one thing
be deemed to exclude another, although it be of like nature not
expressed.
ARTICLE IV
Powers
The powers of the Corporation shall be those powers granted
by the Colorado Corporation Code under which this Corporation is
formed. In addition, the Corporation shall have the following
specific powers:
Section 1. Officers. The Corporation shall have the
power to elect or appoint officers and agents of the Corporation
and to fix their compensation.
Section 2. Capacity. The Corporation shall have the
power to act as an agent for any individual, association,
partnership, corporation or other legal entity, and to act as
general partner for any limited partnership.
Section 3. Acquisitions. The Corporation shall have the
power to receive, acquire, hold, exercise rights arising out of
the ownership or possession thereof, sell, or otherwise dispose
of, shares or other interest in, or obligations of, individuals,
associations, partnerships, corporations or governments.
Section 4. Earned Surplus. The Corporation shall have
the power to receive, acquire, hold, pledge, transfer, or
otherwise dispose of shares of the Corporation, but such shares
may only be purchased, directly or indirectly, out of earned
surplus.
Section 5. Gifts. The Corporation shall have the power
to make gifts or contributions for the public welfare or the
charitable, scientific or educational purposes.
ARTICLE V
Capital Structure
Section 1. Authorized Capital. The total number of
shares that this corporation is authorized to issue is one
hundred ten million (110,000,000), consisting of one hundred
million (100,000,000) shares of Common Stock having a par value
of $0.001 per share and ten million (10,000,000) shares of
Preferred Stock having a par value of $0.001 per share. The
Common Stock is subject to the rights and preferences of the
Preferred Stock as set forth below.
Section 2. Issuance of Preferred Stock by Class and in
Series. The Preferred Stock may be issued from time to time in
one or more classes and one or more series within such classes in
any manner permitted by law and the provisions of these Articles
of Incorporation, as determined from time to time by the Board of
Directors and stated in the resolution or resolutions providing
for its issuance, prior to the issuance of any shares. The Board
of Directors shall have the authority to fix and determine and to
amend, in whole or in part, the preferences, limitations and
relative rights of the shares (including, without limitation,
such matters as dividends, redemption, liquidation, conversion
and voting) of any class or series that is wholly unissued or to
be established. Unless otherwise specifically provided in the
resolution establishing any class or series, the Board of
Directors shall further have the authority, after the issuance of
shares of a class or series whose number it has designated, to
amend the resolution establishing such class or series to
decrease the number of shares of that class or series, but not
below the number of shares of such class or series then
outstanding.
Section 3. Share Status. All shares when issued shall
be fully paid and nonassessable, and the private property of
shareholders shall not be liable for corporate debts. Each
common shareholder of record shall have one vote for each share
of stock outstanding in his name on the books of the Corporation
and shall be entitled to vote said stock. Preferred stock is not
entitled to any voting rights.
Section 4. Consideration for Shares. The stock of the
Corporation shall be issued for such consideration as shall be
fixed from time to time by the Board of Directors. In the
absence of fraud, the judgment of the Directors as to the value
of any property or services received in full or partial payment
for shares shall be conclusive. When shares are issued upon
payment of the consideration fixed by the Board of Directors,
such shares shall be taken to be fully paid stock and shall be
nonassessable.
Section 5. Pre-emptive Rights. Except as may otherwise
be provided by the Board of Directors, holders of shares of stock
of the Corporation shall have no pre-emptive rights to purchase,
subscribe for or otherwise acquire shares of stock of the
Corporation, rights, warrants or options to purchase stocks or
securities of any kind convertible into stock of the Corporation.
Section 6. Dividends. Dividends in cash, property or
shares of the Corporation may be paid as and when declared by the
Board of Directors, out of funds of the Corporation to the extent
and in the manner permitted by law.
Section 7. Distribution in Liquidation. Upon any
liquidation, dissolution or winding up of the Corporation, and
after paying or adequately providing for the payment of all its
obligations, the remainder of the assets of the Corporation shall
be distributed, either in cash or in kind, pro rata to the
holders of the common stock, subject to the preferences, if any,
accruing to the holders of the preferred stock. The Board of
Directors may, from time to time, distribute to the shareholders
in partial liquidation from stated capital of the Corporation in
cash or property, without the vote of the shareholders, in the
manner permitted and upon compliance with limitations imposed by
law.
ARTICLE VI
Voting by Shareholders
Section 1. Voting Rights; Cumulative Voting. Each
outstanding share of common stock is entitled to one vote and
each fractional share of common stock is entitled to a
corresponding fractional vote on each matter submitted to a vote
of shareholders. Cumulative voting shall not be allowed in the
election of Directors of the Corporation and every shareholder
entitled to vote at such election shall have the right to vote
the number of shares owned by him for as many persons as there
are Directors to be elected, and for whose election he has a
right to vote.
Section 2. Majority Vote. When, with respect to any
action to be taken by the shareholders of the Corporation, the
Colorado Corporation Code requires the vote or concurrence of the
holders of two-thirds of the outstanding share entitled to vote
thereon, or of any class or series, any and every such action
shall be taken, notwithstanding such requirements of the Colorado
Corporation Code, by the vote or concurrence of the holders of a
majority of the outstanding shares entitled to vote thereon, or
any class or series.
ARTICLE VII
Registered Office and Registered Agent
The initial registered office of the Corporation is 3801 E.
Florida Avenue, Suite 605, Denver, CO 80210, and the name of the
initial registered agent of the Corporation at such address is
James D. Reitsema.
ARTICLE VIII
Incorporator
The name and address of the Incorporator is James D.
Reitsema, 3801 E. Florida Ave., Suite 605, Denver, Colorado
80210.
ARTICLE IX
Board of Directors
Section 1. The corporate powers shall be exercised by a
majority of the Board of Directors. The number of individuals to
serve on the Board of Directors shall be set forth in the Bylaws
of the Corporation; provided, however, that the initial Board of
Directors shall consist of one person below-named to manage the
affairs of the Corporation until such time as he resigns or his
successor is elected by a majority vote of the Shareholders.
Name of Director Address
James D. Reitsema 3801 E. Florida Ave.
Suite 605
Denver, Colorado 80210
Section 2. If in the interval between the annual meetings
of shareholders of the Corporation, the Board of Directors of the
Corporation deems it desirable that the number of Directors be
increased, additional Directors may be elected by a unanimous
vote of the Board of Directors of the Corporation then in office,
or as otherwise set forth in the Bylaws of the Corporation.
Section 3. The number of Directors comprising the whole
Board of Directors may be increased or decreased from time to
time within such foregoing limit as set forth in the Bylaws of
the Corporation.
ARTICLE X
Powers of the Board of Directors
In furtherance and not in limitation of the powers conferred
by the State of Colorado, the Board of Directors is expressly
authorized and empowered:
Section 1. Bylaws. To make, alter, amend and repeal the
Bylaws, subject to the power of the shareholders to alter or
repeal the Bylaws made by the Board of Directors.
Section 2. Books and Records. Subject to the applicable
provisions of the Bylaws then in effect, to determine, from time
to time, whether and to what extent, and at what times and
places, and under what conditions and regulations, the accounts
and books of the Corporation or any of them, shall be open to
shareholder inspection. No shareholder shall have any right to
inspect any of the accounts, books, or documents of the
Corporation, except as permitted by law, unless and until
authorized to do so by resolution of the Board of Directors or of
the shareholders of the Corporation.
Section 3. Power to Borrow. To authorize and issue,
without shareholder consent, obligations of the Corporation,
secured and unsecured, under such terms and conditions as the
Board, in its sole discretion, may determine, and to pledge, or
mortgage, as security therefor, any real or personal property of
the Corporation, including after-acquired property.
Section 4. Dividends. To determine whether any and, if
so, what part, of the earned surplus of the Corporation shall be
paid in dividends to the shareholders, and to direct and
determine other use and disposition of any such earned surplus.
Section 5. Profits. To fix, from time to time, the
amount of the profits of the Corporation to be reserved as
working capital or for any other lawful purposes.
Section 6. Employees' Plans. From time to time to
provide and carry out and to recall, abolish, revise, amend,
alter, or change a plan or plans for the participation by all or
any of the employees, including Directors and officers of this
Corporation or of any corporation in which or in the welfare of
which the Corporation has any interest, and those actively
engaged in the conduct of this Corporation's business, in the
profits of this Corporation or of any branch or division thereof,
as a part of this Corporation's legitimate expenses, and for the
furnishing to such employees and persons, or any of them, at this
Corporation's expense, of medical services, insurance against
accident, sickness, or death, pensions during old age,
disability, or unemployment, education, housing, social services,
recreation or other similar aids for their relief or general
welfare, in such manner and upon such terms and conditions as may
be determined by the Board of Directors.
Section 7. Warrants and Options. The Corporation, by
resolution or resolutions of its Board of Directors, shall have
power to create and issue, whether or not in connection with the
issue and sale of any shares of any other securities of the
Corporation, warrants, rights, or options entitling the holders
thereof to purchase from the Corporation any shares of any class
or classes or any other securities of the Corporation, such
warrants, rights, or options to be evidenced by or in such
instrument or instruments as shall be approved by the Board of
Directors. The terms upon which, the time or times (which may be
limited or unlimited in duration), and the price or prices (not
less than the minimum amount prescribed by law, if any) at which
any such warrants, rights, or options may be issued and any such
shares or other securities may be purchased from the Corporation
upon the exercise of and such warrant, right, or option shall be
such as shall be fixed and stated in the resolution or
resolutions of the Board of Directors providing for the creation
and issue of such warrants, rights, or options. The Board of
Directors is hereby authorized to create and issue any such
warrants, rights, or options from time to time for such
consideration, and to such persons, firms, or corporations, as
the Board of Directors may determine.
Section 8. Compensation. To provide for the reasonable
compensation of its own members, and to fix the terms and
conditions upon which such compensation will be paid.
Section 9. Not in Limitation. In addition to the powers
and authority hereinabove, or by statute expressly conferred upon
it, the Board of Directors may exercise all such powers and do
all such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of the laws
of the State of Colorado, of these Articles of Incorporation and
of the Bylaws of the Corporation.
ARTICLE XI
Right of Directors to Contract with Corporation
No contract or other transaction between this Corporation
and one or more of its Directors or any other corporation, firm,
association, or entity in which one or more of its Directors are
directors or officers or are financially interested shall be
either void or voidable solely because of such relationship or
interest or solely because such Directors are present at the
meeting of the Board of Directors or a committee thereof which
authorizes, approves, or ratifies such contract or transaction or
solely because their votes are counted for such purpose if:
A. The fact of such relationship or interest is
disclosed or known to the Board of Directors or committee which
authorizes, approves, or ratifies the contract or transaction by
a vote or consent sufficient for the purpose without counting the
votes or consents of such interested Directors; or
B. The fact of such relationship or interest is
disclosed or known to the shareholders entitled to vote and they
authorize, approve, or ratify such contract or transaction by
vote or written consent; or
C. The contact or transaction is fair and reasonable
to the Corporation.
ARTICLE XII
Corporate Opportunity
The officers, Directors and other members of management of
this Corporation shall be subject to the doctrine of "corporate
opportunities" only insofar as it applies to business
opportunities in which this Corporation has expressed an interest
as determined from time to time by this Corporation's Board of
Directors as evidenced by resolutions appearing in the
Corporation's minutes. Once such areas of interest are
delineated, all such business opportunities within such areas of
interest which come to the attention of the officers, Directors,
and other members of management of this Corporation shall be
disclosed promptly to this Corporation and made available to it.
The Board of Directors may reject any business opportunity.
Until such time as this Corporation, through its Board of
Directors, has designated an area of interest, the officers,
Directors and other members of management of this Corporation
shall be free to engage in such areas of interest on their own
and this doctrine shall not limit the right of any officer,
Director or other member of management of this Corporation to
continue a business existing prior to the time that such area of
interest is designated by the Corporation. This provision shall
not be construed to release any employee of this Corporation
(other than an officer, Director or member of management) from
any duties that he may have to this Corporation.
ARTICLE XIII
Indemnification of Officers, Directors and Others
The Board of Directors of the Corporation shall have the
power to:
A. Indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suite or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the Corporation), 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, against
expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be
in the best interests of the Corporation and, with respect to any
criminal action or proceedings, had no reasonable cause to
believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement or conviction
or upon a plea of nolo contendere or its equivalent shall not of
itself create a presumption that the person did not act in good
faith and in a manner he reasonably believed to be in the best
interests of the Corporation and with respect to any criminal
action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
B. Indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he 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 the Corporation,
partnership, joint venture, trust or other enterprise against
expenses (including attorney's fees) actually and reasonably
incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he
reasonably believed to be in the best interest of the
Corporation; but no indemnification shall be made in respect of
any claim, issue or matter as to which such person has been
adjudged to be liable for negligence or misconduct in the
performance of his duty to the Corporation unless and only to the
extent that the court in which such action or suit was brought
determines upon application that, despite the adjudication of
liability, but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnification for
such expenses which such court deems proper.
C. Indemnify a Director, officer, employee or agent
of the Corporation to the extent that such person has been
successful on the merits in defense of any action, suit or
proceeding referred to in Subparagraph A. or B. of this Article
or in defense of any claim, issue, or matter therein, against
expenses (including attorney's fees) actually and reasonably
incurred by him in connection therewith.
D. Authorize indemnification under Subparagraph A. or
B. of this Article (unless otherwise ordered by a court in the
specific case) upon a determination that indemnification of the
Director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of
conduct set forth in said Subparagraph A. or B. Such
determination shall be made by the Board of Directors by a
majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or, if such a quorum
is not obtainable or even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion, or by the shareholders.
E. Authorize payment of expenses (including
attorney's fees) incurred in defending a civil or criminal
action, suit or proceeding in advance of the final disposition of
such action, suit or proceeding as authorized in Subparagraph D.
of this Article upon receipt of an undertaking by or on behalf of
the Director, officer, employee or agent to repay such amount the
Director, officer, employee or agent to repay such amount unless
it is ultimately determined that he is entitled to be indemnified
by the Corporation as authorized in this Article.
F. Purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of
the Corporation or who 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 against any liability asserted against him and
incurred by him in any such capacity or arising out of his status
as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provision of this
Article.
The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which those indemnified
may be entitled under these Articles of Incorporation; and the
Bylaws, agreement, vote of shareholders or disinterested
directors or otherwise, and any procedure provided for by any of
the foregoing, both as to action in his official capacity and as
to action in another capacity while holding such office, shall
continue as to a person who has ceased to be a Director, officer,
employee or agent and shall inure to the benefit of heirs,
executors and administrators of such a person.
ARTICLE XIV
Right to Amend
The right is expressly reserved to amend, alter, change, or
repeal any provision or provisions contained in these Articles of
Incorporation or any Article herein by a majority vote of the
members of the Board of Directors, and a majority vote of the
shareholders of the Corporation.
CERTIFICATION
This Amended and Restated Articles of Incorporation shall become
effective upon filing.
IN WITNESS WHEREOF, the undersigned, President of the
corporation, for the purpose of amending and restating the
corporation's Articles of Incorporation, hereby makes, files and
records this Amended and Restated Articles of Incorporation of
QuadraComm, Inc. and certifies that it is the act and deed of the
corporation and that the facts stated herein are true.
Date:
Robert W. Ellis, President
QuadraComm, Inc.
NOTE: This Proxy should be marked, dated and signed by the
shareholder(s) exactly as his or her name appears hereon, and
returned in the enclosed envelope.
THIS PROXY WILL BE VOTED AS DIRECTED AND AS SAID PROXIES DEEM
ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING OR
ANY POSTPONEMENT(S) OR ADJOURNMENT(S) THEREOF WITH RESPECT TO (1)
THE ADOPTION OF THE AMENDED AND RESTATED ARTICLES OF
INCORPORATION (2) THE APPROVAL OF THE MODIFICATION OF THE
CONTRACT FOR THE ACQUISITION OF PLASTIC SNIFFING TECHNOLOGY, AND
(3) THE RATIFICATION, AFFIRMATION AND ADOPTION OF CERTAIN ACTIONS
SUBMITTED TO SHAREHOLDERS IN JANUARY 2000. IF NO CONTRARY
OBJECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR THE ABOVE-
STATED PROPOSALS.
DATED:________________________________, 2000.
_____________________________________________
Print name(s) exactly as shown on Stock Certificate
_____________________________________________
(Signature)
_____________________________________________
(Signature)
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD USING THE
ENCLOSED ENVELOPE. Please sign exactly as your name appears
hereon. When shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator, trustee, or
guardian, please give full title as such. If a corporation,
please sign in full corporate name by the President or other
authorized officer. If a partnership, please sign in partnership
name by an authorized person. THIS PROXY WILL BE VOTED FOR (1)
THE ADOPTION OF THE AMENDED AND RESTATED ARTICLES OF
INCORPORATION, (2) THE APPROVAL OF THE MODIFICATION OF THE
CONTRACT FOR THE ACQUISITION OF PLASTIC SNIFFING TECHNOLOGY, AND
(3) THE RATIFICATION, AFFIRMATION AND ADOPTION OF CERTAIN ACTIONS
APPROVED BY THE SHAREHOLDERS IN JANUARY 2000, AND (4) FOR ANY
OTHER PROPOSALS IF NO SPECIFICATION IS MADE.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
RF TECHNOLOGY, INC.
SPECIAL MEETING OF SHAREHOLDERS - DECEMBER 1, 2000
The undersigned shareholder of RF TECHNOLOGY, INC., a Colorado
corporation, (the "Company") hereby acknowledges receipt of the
Notice of Special Meeting of Shareholders and Proxy Statement,
and hereby appoints Robert W. Ellis or Ronald Lambrecht or either
of them, as proxies and attorneys-in-fact with full power to each
of substitution, on behalf and in the name of the undersigned, to
represent the undersigned at the Special Meeting of Shareholders
of the Company to be held on December 1, 2000, at adjournment(s)
or postponement(s) thereof, and to vote all shares of Stock that
the undersigned would be entitled to vote if then and there
personally present, on the matter set forth below:
Proposal No. 1 - Adoption of the Amended and Restated Articles of
Incorporation
[ ]For [ ]Against [ ]Abstain
Proposal No. 2 - Approval of the Modification of the Contract for
the Acquisition of Plastic Sniffing Technology
[ ]For [ ]Against [ ]Abstain
Proposal No. 3 - Ratification, Affirmation and Adoption of
Certain Actions Submitted to the Shareholders in January 2000.
[ ]For [ ]Against [ ]Abstain
SEE REVERSE SIDE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
