SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 8, 1997
INTERJET NET CORPORATION
(Exact name of registrant as specified in its charter)
PICOMETRIX, INC.
(Former Name)
Delaware
(State or other jurisdiction of incorporation)
0-24408 33-0611753
(Commission File Number) (IRS Employer Identification No.)
15554 FM 529, Suite 123, Houston, Texas 77095
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 723-2183
<PAGE>
Item 1. Change in Control of Registrant.
Item 2. Acquisition or Disposition of Assets.
On August 8, 1997, Interjet Net Corporation, (formerly Picometrix,
Inc.) (the "Registrant") acquired Interjet Net, Inc., a Nevada corporation
("Interjet") pursuant to an Agreement and Plan of Reorganization (the
"Agreement"), dated as of July 31, 1997.
The Registrant acquired all of the outstanding shares of Common
Stock of Interjet, in exchange for 9,964,286 shares of the Registrant's Common
Stock. In addition, the Company effected an approximately 2.3399-for-1 forward
stock split) and sold 423,590 shares of Common Stock in a private placement. As
a result, there are 11,744,253 shares outstanding.
Pursuant to the Agreement, the Board of Directors and officers of
the Registrant resigned and were replaced with the persons set forth below.
The names of the current directors and executive officers of the
Registrant and holders of more than 5% of the outstanding shares of common stock
and the number of shares held and the percentage of the total issued and
outstanding Common Stock (the only voting security) of the Registrant owned by
each of them are as follows.
<TABLE>
<CAPTION>
Number Percentage
of Shares of Shares
Name Office Owned Owned
<S> <C> <C> <C>
Jon H. Marple(1) President
and Director --- ---%
Mary E. Vice President, Chief Financial Officer
Blake Secretary and
Director 8,650,000 73.7%
Brooks M. ___ ___%
Freeman
All officers
and directors
as a group
(3 persons) 8,650,000 73.7%
</TABLE>
(1) Mr. Marple is the husband of Mary E. Blake and disclaims
beneficial ownership of the shares owned by her.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a)(b) The required financial statements and pro forma
financial information is unavailable as of the date hereof and will
2
<PAGE>
be filed by the Registrant pursuant to the requirements of the Securities
Exchange Act and the rules and regulations promulgated thereunder within 60 days
of the date of the event reported herein.
(c) Exhibits
2. Plan of acquisition, reorganization, arrange-
ment, liquidation or succession.
2.1. Agreement and Plan of Reorganization,
dated July 31, 1997, between the Reg-
istrant and Interjet.
3. Certificate of Incorporation and Bylaws
3.3 Amendment to Articles of Incorporation
changing name to Interjet Net Corporation.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated: August __, 1997 INTERJET NET CORPORATION
By: /s/ Jon H. Marple
Jon H. Marple
President and Chief Financial
Officer
4
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is dated
July 31, 1997, and is by and between Picometrix, Inc., a Delaware corporation
(the "Company") and Interjet Net, Inc., a Nevada corporation ("Interjet").
R E C I T A L S
WHEREAS, the shareholders of Interjet ("Shareholders") own the shares
of capital stock of Interjet as set forth in Schedule 1 attached hereto,
constituting all of the issued and outstanding stock of Interjet (the "Interjet
Shares");
WHEREAS, the Company is a public company, required to file reports
under Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act");
WHEREAS, the Company desires to acquire all of the Interjet Shares, and
the Shareholders desire to exchange all of the Interjet Shares for shares of
voting common stock of the Company, in a transaction that qualifies under
Section 368(a) (1)(B) of the Internal Revenue Code of 1986, as amended (the
"Code").
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in reliance upon the representations and warranties
hereinafter set forth, the parties agree as follows:
I. EXCHANGE OF THE SHARES AND CONSIDERATION
1.01. Shares Being Exchanged. Effective at the closing of this
Agreement (the
"Closing"), and subject to the terms and conditions of this Agreement the
Shareholders shall as-
sign, transfer and deliver to the Company all of the Interjet Shares which they
own.
1.02. Consideration. Subject to the terms and conditions of this
Agreement, and in consideration of the assignment and delivery of Interjet
Shares to the Company, the Company shall at Closing issue to the Shareholders a
number of shares of voting common stock of the Company, $.001 par value per
share (the "Company Shares"), equal to the number of shares set forth opposite
the Shareholder's name on Schedule 1 attached hereto, and shall issue a total of
9,964,286 Company Shares;
1.03. Closing. The Closing of the transaction contemplated by this
Agreement (the "Closing") shall take place at the offices of Hand & Hand within
3 business days after the completion of the minimum offering described in
Section 6.01.
1.04. Deliveries. Within 5 days of the execution and delivery of
this Agreement, the
parties are delivering the following documents:
1.04(a). The items and documents set forth in Sections 1.01
and 1.02.
1.04(b). The Company Shares described in Section 1.02
<PAGE>
1.04(c). The Company shall deliver the resignations of all of
its current officers
and directors, and a board resolution electing Jon. H. Marple, Mary E.
Blake, and
Brooks M. Freeman to the Board of Directors of the Company.
1.05. Filings. Following with the Closing, the Company shall file
the following
documents:
1.05(a). A Current Report on Form 8-K with the U.S. Securities
and Exchange Commission, reporting the transactions set forth in this
Agreement, any change of auditors, or other events required to be
reported in such report.
1.05(b). A Form 3 report of beneficial ownership with the U.S.
Securities and Exchange Commission with respect to each director,
executive officer or greater than 10% holder of Company Shares, signed
by such director, executive officer or shareholder, as the case may be.
1.05(c). A Schedule 13D with the U.S. Securities and Exchange
Commission for each person who is required to file such form as a
result of obtaining greater than 5% beneficial ownership of the
Company's Common Stock as a result of the transactions contemplated by
this Agreement.
1.05(d). A Certificate of Amendment to the Certificate of
Incorporation of the Company with the Delaware Secretary of State
changing the name of the Company to "Interjet Net Corporation" or a
similar name.
II. REPRESENTATIONS AND WARRANTIES OF INTERJET
Interjet represents and warrants to the Company as follows, as of the
date of this Agreement and as of the Closing:
2.01. Organization.
2.01(a). Interjet is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada;
Interjet has the corporate power and authority to carry on its business
as presently conducted; and Interjet is qualified to do business in all
jurisdictions where the failure to be so qualified would have a
material adverse effect on its business.
2.02. Capitalization.
2.02(a). The authorized capital stock and the issued and
outstanding shares of Interjet is as set forth on Exhibit 2.02(a). All
of the issued and outstanding shares of Interjet are duly authorized,
validly issued, fully paid and nonassessable.
2.02(b). Except as set forth in Exhibit 2.02(b) there are no
outstanding options,
warrants, or rights to purchase any securities of Interjet.
2
<PAGE>
2.03. Subsidiaries and Investments. Interjet does not own any capital
stock or have
any interest in any corporation, partnership or other form of business
organization, except as
described in Exhibit 2.03 hereto.
2.04. Financial Statements. The unaudited financial statements of
Interjet as of and for the period inception to June 30, 1997, including the
unaudited balance sheet as of June 30, 1997 and the related unaudited statement
of operations for the period then ended (the "Financial Statements") present
fairly the financial position and results of operations of Interjet, on a
consistent basis. The financial records of Interjet are of such a character and
quality that an unqualified (except as to going concern) audit of the Interjet
Financial Statements may be performed within 75 days of the Closing.
2.05. No Undisclosed Liabilities. Other than as described in Exhibit
2.05 attached hereto, Interjet is not subject to any material liability or
obligation of any nature, whether absolute, accrued, contingent, or otherwise
and whether due or to become due, which is not reflected or reserved against in
the Financial Statements, except those incurred in the normal course of
business.
2.06. Absence of Material Changes. Since June 30, 1997, except as
described in any
Exhibit attached hereto or as required or permitted under this Agreement, there
has not been:
2.06(a). any material adverse change in the condition
(financial or otherwise) of the properties, assets, liabilities or
business of Interjet, except changes in the ordinary course of business
which, individually and in the aggregate, have not been materially
adverse;
2.06(b). any redemption, purchase or other acquisition of any
shares of the capital stock of Interjet, or any issuance of any shares
of capital stock or the granting, issuance or exercise of any rights,
warrants, options or commitments by Interjet relating to their
authorized or issued capital stock; or
2.06(c). any change or amendment to the Articles of
Incorporation of Interjet.
2.07. Litigation. Except as set forth in Exhibit 2.07 attached hereto,
there is no litigation, proceeding or investigation pending or threatened
against Interjet affecting any of its properties or assets against any officer,
director, or stockholder of Interjet that might result, either in any case or in
the aggregate, in any material adverse change in the business, operations,
affairs or condition of Interjet or its properties or assets, or that might call
into question the validity of this Agreement, or any action taken or to be taken
pursuant hereto.
2.08. Title To Assets. Interjet has good and marketable title to all of
its assets and properties now carried on its books including those reflected in
the balance sheets contained in the Financial Statements, free and clear of all
liens, claims, charges, security interests or other encumbrances, except as
described in Exhibit 2.08 attached hereto or any other Exhibit.
2.09. Transactions with Affiliates, Directors and Shareholders.
Except as set forth
in Exhibit 2.09 attached hereto, there are and have been no contracts,
agreements, arrangements
3
<PAGE>
or other transactions between Interjet, and any officer, director, or
stockholder of Interjet, or any corporation or other entity controlled by the
Shareholders, a member of the Shareholders' families, or any affiliate of the
Shareholders.
2.10. No Conflict. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not conflict with or
result in a breach of any term or provision of, or constitute a default under,
the Articles of Incorporation or Bylaws of Interjet, or any agreement, contract
or instrument to which Interjet is a party or by which it or any of its assets
are bound.
2.11. Disclosure. To the actual knowledge of Interjet, neither this
Agreement, the Financial Statements nor any other agreement, document,
certificate or written or oral statement furnished to the Company by or on
behalf of Interjet in connection with the transactions contemplated hereby,
contains any untrue statement of a material fact or when taken as a whole omits
to state a material fact necessary in order to make the statements contained
herein or therein not misleading.
2.12. Authority. Interjet has full power and authority to enter into
this Agreement and to carry out the transactions contemplated herein. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby, have been duly authorized and approved by the
Board of Directors of Interjet and no other corporate proceedings on the part of
Interjet are necessary to authorize this Agreement and the transactions
contemplated hereby.
III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to Interjet as follows, as
of the date of this Agreement and as of the Closing:
3.01. Organization.
3.01(a). The Company is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware;
has the corporate power and authority to carry on its business as
presently conducted; and is qualified to do business in all
jurisdictions where the failure to be so qualified would have a
material adverse effect on the business of the Company.
3.01(b). The copies of the Certificate of Incorporation, of
the Company, as certified by the Secretary of State of Delaware, and
the Bylaws of the Company are complete and correct copies of the
Certificate of Incorporation and the Bylaws of the Company as amended
and in effect on the date hereof. All minutes of meetings and actions
in writing without a meeting of the Board of Directors and shareholders
of the Company are contained in the minute book of the Company and no
minutes or actions in writing without a meeting have been included in
such minute book since such delivery to Interjet that have not also
been delivered to Interjet.
3.02. Capitalization of the Company. The authorized capital stock of
the Company
consists of 20,000,000 shares of Common Stock, par value $.001 per share, of
which 579,600
4
<PAGE>
shares are outstanding, and 1,000,000 shares of preferred stock, none of which
is outstanding. All outstanding shares are duly authorized, validly issued,
fully paid and non-assessable. Following the issuance of Company Shares and a
forward stock split described in Section 6.02, and the placements described in
Section 6.01, the capitalization of the Company shall be 12,000,513 shares of
common stock.
3.03. Subsidiaries and Investments. The Company does not own any
capital stock
or have any interest in any corporation, partnership, or other form of business
organization.
3.04. Authority. The Company has full power and authority to enter into
this Agreement and to carry out the transactions contemplated herein. The
execution and delivery of this Agreement, the consummation of the transactions
contemplated hereby, and the issuance of the Company Shares in accordance with
the terms hereof, have been duly authorized and approved by the Board of
Directors of the Company and no other corporate proceedings on the part of
Company are necessary to authorize this Agreement, the transactions contemplated
hereby and the issuance of the Company Shares in accordance with the terms
hereof.
3.05. No Undisclosed Liabilities. Other than as described in Exhibit
3.05 attached
hereto, the Company is not subject to any material liability or obligation of
any nature, whether
absolute, accrued, contingent, or otherwise and whether due or to become due.
3.06. Litigation. There is no litigation, proceeding or investigation
pending or to the knowledge of the Company, threatened against the Company
affecting any of its properties or assets, or, to the knowledge of the Company,
against any officer, director, or stockholder of the Company that might result,
either in any case or in the aggregate, in any material adverse change in the
business, operations, affairs or condition of the Company or any of its
properties or assets, or that might call into question the validity of this
Agreement, or any action taken or to be taken pursuant hereto.
3.07. Title To Assets. The Company has good and marketable title to all
of its assets and properties now carried on its books including those reflected
in the balance sheet contained in the Company's financial statements, free and
clear of all liens, claims, charges, security interests or other encumbrances,
except as described in the balance sheet included in the Com-pany's financial
statements or on any Exhibits attached hereto.
3.08. Contracts and Undertakings. Exhibit 3.08 attached hereto contains
a list of all contracts, agreements, leases, licenses, arrangements, commitments
and other undertakings to which the Company is a party or by which it or its
property is bound. Each of said contracts, agreements, leases, licenses,
arrangements, commitments and undertakings is valid, binding and in full force
and effect. The Company is not in material default, or alleged to be in material
default, under any contract, agreement, lease, license, commitment, instrument
or obligation and, to the knowledge of the Company, no other party to any
contract, agreement, lease, license, commitment, instrument or obligation to
which the Company is a party is in default thereunder nor, to the knowledge of
the Company, does there exist any condition or event which, after notice or
lapse of time or both, would constitute a default by any party to any such
contract, agreement, lease, license, commitment, instrument or obligation.
5
<PAGE>
3.09. Underlying Documents. Copies of all documents described in any
Exhibit
attached hereto (or a summary of any such contract, agreement or commitment, if
oral) have
been made available to Interjet and are complete and correct and include all
amendments,
supplements or modifications thereto.
3.10. Transactions with Affiliates, Directors and Shareholders. Except
as set forth in Exhibit 3.10 hereto, there are and have been no contracts,
agreements, arrangements or other transactions between the Company, and any
officer, director, or 5% stockholder of the Company, or any corporation or other
entity controlled by any such officer, director or 5% stockholder, a member of
any such officer, director or 5% stockholder's family, or any affiliate of any
such officer, director or 5% stockholder.
3.11. No Conflict. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not conflict with or
result in a breach of any term or provision of, or constitute a default under,
the Certificate of Incorporation or Bylaws of the Company, or any agreement,
contract or instrument to which the Company is a party or by which it or any of
its assets are bound.
3.12. Disclosure. To the actual knowledge of the Company, neither this
Agreement nor any other agreement, document, certificate or written or oral
statement furnished to Interjet and the Shareholders by or on behalf of the
Company in connection with the transactions contemplated hereby, contains any
untrue statement of a material fact or when taken as a whole omits to state a
material fact necessary in order to make the statements contained herein or
therein not misleading.
3.13. Financial Statements. The financial statements of the Company set
forth in its Form 10K-SB for the year ended March 31, 1997 and its Form 10-QSB
for the quarter ended June 30, 1997 present fairly the financial position and
results of operations of the Company, on a consistent basis.
3.14. Absence of Material Changes. Since June 30, 1997, except as
described in any
Exhibit hereto or as required or permitted under this Agreement, there has not
been:
3.14(a). any material change in the condition (financial or
otherwise) of the properties, assets, liabilities or business of
Company, except changes in the ordinary course of business which,
individually and in the aggregate, have not been materially adverse.
3.14(b). any redemption, purchase or other acquisition of any
shares of the capital stock of Company, or any issuance of any shares
of capital stock or the granting, issuance or exercise of any rights,
warrants, options or commitments by Interjet relating to their
authorized or issued capital stock.
3.14(c). any amendment to the Certificate of Incorporation of
Company.
6
<PAGE>
IV. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
All representations, warranties and covenants of the Company and
Interjet contained herein shall survive the consummation of the transactions
contemplated herein and remain in full force and effect.
V. CONDITIONS TO CLOSING
5.01. Conditions to Obligation of Interjet. The obligations of
Interjet under this
Agreement shall be subject to each of the following conditions:
5.01(a). The representations and warranties of Company herein
contained shall be true in all material respects at the Closing with
the same effect as though made at such time. Company shall have
performed in all material respects all obligations and complied in all
material respects, to its actual knowledge, with all covenants and
conditions required by this Agreement to be performed or complied with
by it at or prior to the Closing.
5.01(b). No injunction or restraining order shall be in
effect, and no action or proceeding shall have been instituted and, at
what would otherwise have been the Closing, remain pending before a
court to restrain or prohibit the transactions contemplated by this
Agreement.
5.01(c). All statutory requirements for the valid consummation
by Company of the transactions contemplated by this Agreement shall
have been fulfilled. All authorizations, consents and approvals of all
governments and other persons required to be obtained in order to
permit consummation by Company of the transactions contemplated by this
Agreement shall have been obtained.
5.02. Conditions to Obligations of Company. The obligation of
Company under this
Agreement shall be subject to the following conditions:
5.02(a). The representations and warranties of Interjet herein
contained shall be true in all material respects as of the Closing, and
shall have the same effect as though made at the Closing; Interjet
shall have performed in all material respects all obligations and
complied in all material respects, to its actual knowledge, with all
covenants and conditions required by this Agreement to be performed or
complied with by it prior to the Closing.
5.02(b). No injunction or restraining order shall be in effect
prohibiting this Agreement, and no action or proceeding shall have been
instituted and, at what would otherwise have been the Closing, remain
pending before the court to restrain or prohibit the transactions
contemplated by this Agreement.
5.02(c). All statutory requirements for the valid
consummation by Interjet of the
transactions contemplated by this Agreement shall have been fulfilled.
All
authorizations, consents and approvals of all governments and other
persons required to
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<PAGE>
be obtained in order to permit consummation by Interjet of the
transactions contemplated by this Agreement shall have been obtained.
VI. CERTAIN AGREEMENTS
6.01. Private Placement. The Company shall immediately commence the
preparation of a private placement memorandum to sell 680,000 shares of Common
Stock, at a (post-split) net price of $1.95 per share. The minimum offering
shall be for 300,000 Shares. The Company shall rely on information provided by
Interjet in the preparation of such private placement memorandum. Interjet
agrees to indemnify the Company and persons who control the Company for any
false statement of a material fact or the omission of any material fact required
to be included to make the statements made in the memorandum not misleading,
related to Interjet. The Company agrees to indemnify Interjet and persons who
control Interjet for any false statement of a material fact or the omission of
any material fact required to be included to make the statements made in the
memorandum not misleading, related to the Company. The parties acknowledge,
however, that it is the position of the Securities and Exchange Commission that
indemnification for liabilities under the federal securities laws is against
public policy and is unenforceable.
6.02. Forward Stock Split. Immediately prior to the Closing, Jehu Hand
shall convert his $1,555 note payable into 155,000 (pre-split) shares of common
stock and the Company shall effect a 2.33993635 for 1 forward stock split,
resulting in approximately 1,356,227 Shares outstanding.
6.03. Reporting Requirements. The Company shall file all reports
required by Section 13 of the Securities Exchange Act of 1934 and shall maintain
its books and records in accordance with Sections 12 and 13 thereof. The parties
agree that the failure of the Company to make such filings with the Securities
and Exchange Commission shall constitute a material breach of this Agreement.
VII. MISCELLANEOUS
7.01. Finder's Fees, Investment Banking Fees. Neither Interjet nor the
Company have retained or used the services of any person, firm or corporation in
such manner as to require the payment of any compensation as a finder or a
broker in connection with the transactions contemplated herein.
7.02. Tax Treatment. The transaction contemplated hereby is intended to
qualify as a so-called "tax-free" reorganization under the provisions of Section
368 of the Internal Revenue Code. The Company and Interjet acknowledge, however,
that they each have been represented by their own tax advisors in connection
with this transaction; that neither has made any representation or warranty to
the other with respect to the treatment of such transaction or the effect
thereof under applicable tax laws, regulations, or interpretations; and that no
attorney's opinion or private revenue ruling has been obtained with respect to
the effects thereof under the Internal Revenue Code of 1986, as amended.
8
<PAGE>
7.03. Further Assurances. From time to time, at the other party's
request and without further consideration, each of the parties will execute and
deliver to the others such documents and take such action as the other party may
reasonably request in order to consummate more effectively the transactions
contemplated hereby.
7.04. Parties in Interest. Except as otherwise expressly provided
herein, all the terms and provisions of this Agreement shall be binding upon,
shall inure to the benefit of and shall be enforceable by the respective heirs,
beneficiaries, personal and legal representatives, successors and assigns of the
parties hereto.
7.05. Entire Agreement; Amendments. This Agreement, including the
Schedules, Exhibits and other documents and writings referred to herein or
delivered pursuant hereto, which form a part hereof, contains the entire
understanding of the parties with respect to its subject matter. There are no
restrictions, agreements, promises, warranties, covenants or undertakings other
than those expressly set forth herein or therein. This Agreement supersedes all
prior agreements and understandings between the parties with respect to its
subject matter. This Agreement may be amended only by a written instrument duly
executed by the parties or their respective successors or assigns.
7.06. Headings, Etc. The section and paragraph headings contained in
this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretations
of this Agreement.
7.07. Pronouns. All pronouns and any variations thereof shall be
deemed to refer to
the masculine, feminine or neuter, singular or plural, as the identity of the
person, persons,
entity or entities may require.
7.08. Counterparts. This Agreement may be executed in several
counterparts, each
of which shall be deemed an original but all of which together shall constitute
one and the same
instrument.
7.09. Governing Law. This Agreement shall be governed by the laws of
the State of
California (excluding conflicts of laws principles) applicable to contracts to
be performed in the
State of California.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the parties hereto as the date first above written.
PICOMETRIX, INC. INTERJET NET, INC.
By: By:
Name: Name:
Title: Title:
9
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<TABLE>
<CAPTION>
SCHEDULE I
NUMBER OF SHARES NUMBER OF
OF INTERJET SHARES OF
COMMON STOCK COMPANY
NAMES OF OWNED AND COMMON STOCK
SHAREHOLDERS TO BE DELIVERED TO BE RECEIVED
<S> <C> <C>
Mary E. Blake 961.1111 8,650,000
William J. Lewis,
Trustee of the Watchman Trust 38.8889 350,000
Lori F. Birchall C/F Kevin B. Fish 2.8635 25,771
Lori F. Birchall C/F Candace L. Fish 2.8635 25,771
Lori F. Birchall C/F Marci L. Fish 2.8635 25,771
Lori F. Birchall C/F Ryan A. Fish 2.8635 25,771
Gregory M. Fish 2.8635 25,771
Keri F. and Matthew S. Burrows 1.9048 17,143
Lori F. and Heath T. Birchall - JTWROS 3.1746 28,571
David D. and Julia F. Thompson - JTWROS .9524 8,571
Patricia B. Fish 2.2222 20,000
Greenhead Investments Corp. 1.1111 10,000
Ryan G. Taylor 5.5556 50,000
John Rice 7.9365 71,429
John Paskett 1.5873 14,286
Brent Olson 11.9048 107,145
Kenneth Goggia 3.1746 28,571
Stuart and Melissa Wright - JTWROS 3.9683 35,714
Mona F. Hewlett 1.5873 14,286
Lowell Black 11.0000 99,000
John Wilding 1.5873 14,286
Bruce Hall 4.2857 38,571
Rebecca H. Johnson .4762 4,286
Louis Wong 1.5873 14,286
Lynn Anderson 4.7619 42,857
John W. Prevatt 4.7619 42,857
Marshall S. Blackham 3.9683 35,714
Kerry Brand 3.9683 35,714
Todd K. Hewlett 1.5873 14,286
Angus U. Blackham 1.5873 14,286
Douglas A. & Valerie B. Whitaker .6349 5,715
Ronald E. & Sonya G. Orton 3.1746 28,571
Thomas S. & Alane Costanzo 2.7778 25,000
Timothy R. & Jean Stephanie Smith 1.5873 14,286
Totals 1,107.1429 9,964,286
</TABLE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PICOMETRIX, INC.
(Pursuant to Section 242 of
the Delaware General Corporation Law)
The undersigned Jehu Hand, being the President of Picometrix, Inc., a
Delaware corporation (the "Corporation"), does hereby certify as follows:
1. The Certificate of Incorporation of the Corporation is
hereby amended pursuant to Section 242(a)(1) of the General Corporation Law of
the State of Delaware, in Article First thereof, to read in its entirety as
follows:
FIRST:The name of the corporation is Interjet Net Corporation.
2. The foregoing Amendment to the Certificate of Incorporation
was first authorized by the Board of Directors and subsequently duly adopted by
consent action duly adopted by the holders of all of the Corporation's
outstanding stock entitled to vote thereon in accordance with Section 228 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment as of August 7, 1997 and DOES HEREBY CERTIFY, that the facts stated in
this Certificate of Amendment are true and correct.
Jehu Hand, President
