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U.S. 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):
March 12, 1998 (March 6, 1998)
ICHOR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
(State of Incorporation)
000-25132 25-1741849
(Commission File Number) (I.R.S. Employer Identification No.)
Suite 1250, 400 Burrard Street, Vancouver, British Columbia V6C 3A6
(Address of principal executive offices, including postal code)
(604) 683-5767
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On March 6, 1998, ICHOR Corporation ("Ichor") completed the sale and
issuance of an aggregate of 467,500 shares of 5% Cumulative Redeemable
Convertible Preferred Stock, Series 1 of Ichor (the "Preferred Stock") in
consideration of debt forgiveness of $2,175,000 and cash of $2,500,000.
The NASDAQ Stock Market Inc. has required that Ichor file unaudited
consolidated financial statements consisting of an unaudited consolidated
balance sheet as at February 28, 1998 and an unaudited consolidated income
statement for the two months ended February 28, 1998 (the "Financial
Statements") to confirm Ichor's compliance with the new Nasdaq SmallCap
Market Listing requirements. As a result, Ichor has attached the Financial
Statements as Exhibit 2.1 hereto. The Financial Statements are qualified in
their entirety by reference to Ichor's audited financial statements and
related notes to be filed with its Form 10-K for the year ended December
31, 1997. While management of Ichor believes such unaudited financial
statements include all adjustments necessary for a fair presentation of the
financial position and results of operations for the specified period,
reference to Ichor's audited year end statements is necessary to understand
the changes in financial position and results of operations from Ichor's
interim and audited consolidated financial statements for the three and
nine months ended September 30, 1997. The Financial Statements do not give
effect to the pending acquisition of Gruppo San Rocco SpA disclosed in
Ichor's Form 8-K dated January 7, 1998.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Description
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4.1 Certificate of Designations.
99.1 Unaudited Consolidated Balance Sheet as at February 28, 1998
and Unaudited Consolidated Statement of Operations for the two
months ended February 28, 1998.
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SIGNATURES
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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.
ICHOR CORPORATION
By: /s/ Michael J. Smith
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Michael J. Smith, Chief Financial
Officer and Director
Date: March 12, 1998
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ICHOR CORPORATION
FORM 8-K
EXHIBIT INDEX
Exhibit
Number Description
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4.1 Certificate of Designations.
99.1 Unaudited Consolidated Balance Sheet as at February 28, 1998
and Unaudited Consolidated Statement of Operations for the two
months ended February 28, 1998.
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CERTIFICATE OF DESIGNATIONS
ICHOR CORPORATION
ICHOR Corporation, a Delaware corporation (the "Corporation"), desires
to designate the rights and preferences of a series of preferred stock (the
"Series 1 Preferred Stock") in accordance with the Corporation's Certificate
of Incorporation and Section 151 of the Delaware General Corporation Law.
Leonard Petersen, Director of the Corporation, hereby certifies the
following:
1. This Certificate is the act and deed of Leonard Petersen, Director
of the Corporation. The facts stated in this Certificate are true.
2. The resolutions attached as Exhibit A were duly adopted by the
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board of directors effective March 5, 1998.
3. The number of shares of Series 1 Preferred Stock to which the
resolutions at Exhibit A apply is 500,000 shares.
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DATED March 5, 1998.
/s/ Leonard Petersen
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Leonard Petersen
Director
DATED March 5, 1998.
/s/ Kim C. Moller
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(Signature of Notary)
Kim C. Moller
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(Legibly Print or Stamp Name of Notary)
Notary public in and for British
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Columbia, Canada, residing at
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Vancouver, British Columbia
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My commission expires at the pleasure
of her majesty the Queen in the Right
of the Province of British Columbia
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EXHIBIT A
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DIRECTORS' RESOLUTIONS
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BE IT RESOLVED THAT:
1. A first series of Preferred Stock be and is hereby designated as "5%
Cumulative Redeemable Convertible Preferred Stock, Series 1" (the
"Series 1 Preferred Stock").
2. The number of Series 1 Preferred Stock in the capital of the Corporation
be and is hereby fixed at 500,000.
3. The Series 1 Preferred Stock shall have attached thereto the special
rights and restrictions, as a series, in substantially the form set out
in Schedule "A" hereto, with such changes, additions and alterations
thereto as the President or Secretary may deem necessary or desirable,
and that the constating documents of the Corporation be amended as
necessary to incorporate same.
4. Any one director or officer of the Corporation be and is hereby
authorized to execute and deliver the Certificate of Designations
relating to the Series 1 Preferred Stock for and on behalf of the
Corporation.
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SCHEDULE "A"
The first series of Preferred Stock, designated 5% Cumulative
Redeemable Convertible Preferred Stock, Series 1 (the "Series 1 Shares")
shall have attached thereto, in addition to the rights, privileges,
restrictions, conditions and limitations attaching to the Preferred Stock as
a class, the following rights, privileges, restrictions and conditions (the
"Series 1 Provisions"):
1. GENERAL
1.1 Definitions
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Where used in these Series 1 Provisions, the following words and
phrases shall, unless there is something in the context otherwise
inconsistent therewith, have the following meanings, respectively:
(a) "business day" means a day other than a Saturday, Sunday or any other
day treated as a holiday in the State of Delaware;
(b) "close of business" means the normal closing hour of the principal
office of the transfer agent for the Series 1 Shares.;
(c) "Common Shares" means the Common Shares in the Corporation as such
shares were constituted on February 20, 1998, or as such shares may be
changed from time to time, provided that any adjustment in the
Conversion Rate required by clause 3.5 hereof has been made;
(d) "Conversion Price" means 90% of the Current Market Price;
(e) "Conversion Rate" means at any time means the number of Common Shares
into which one Series 1 Share may be converted at such time in
accordance with the provisions of Section 3;
(f) "Current Market Price" of the Common Shares on any date means the
arithmetic weighted average of the closing prices for sales of Common
Shares on the designated exchange based upon the 20 day average closing
trading price on the designated exchange, provided that in the event
that the Common Shares are not listed on any stock exchange or through
any quotation system, Current Market Price shall be determined by the
board of directors of the Corporation, which determination shall be
conclusive;
(g) "designated exchange" means on any date, the stock exchange or
quotation system through which the largest number of Common Shares of
the Corporation traded over the 20 trading day period immediately
preceding such date;
(h) "director" means a director of the Corporation for the time being and
"directors" or "board of directors" means the board of directors of the
Corporation or, if duly
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constituted and empowered, the executive committee of the board of
directors of the Corporation for the time being, and reference, without
further elaboration, to action by the directors means either action by
the directors of the Corporation as a board or action by the said
executive committee as such committee;
(i) "herein", "hereto", "hereunder", "hereof", "hereby" and similar
expressions mean or refer to these Series 1 Provisions and not to any
particular Section, clause, subclause, subdivision or portion hereof,
and the expressions "Section", "clause" and "subclause" followed by a
number or a letter mean and refer to the specified Section, clause or
subclause hereof;
(j) "Initial Issue Date" means the first date on which any Series 1 Shares
are issued and outstanding;
(k) "Issue Price" means $10.00 per Series 1 Share;
(l) "Junior Shares" means any shares in the capital of the Corporation
ranking after or subordinate to the Series 1 Shares as to the payment
of dividends or the return of capital, including, without limiting the
generality of the foregoing, the Common Shares;
(m) "Liquidation Distribution" means the distribution of assets of the
Corporation on the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, or any other
distribution of assets of the Corporation among its shareholders for
the purpose of winding up its affairs;
(n) "ranking as to capital" means ranking or priority with respect to the
distribution of assets in the event of a Liquidation Distribution;
(o) "Series 1 Holder" means a person recorded on the securities register of
the Corporation as being the registered holder of one or more Series 1
Shares;
(p) "trading day" means any day on which the designated exchange is open
for business and on which the relevant class of shares of the
Corporation are traded; and
(q) "transfer agent" means the corporation or corporations from time to
time appointed by the directors as the transfer agent for the Series 1
Shares and, in the event that no such person is appointed, "transfer
agent" means the Corporation.
1.2 Gender, etc.
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Words importing only the singular number include the plural and vice
versa and words importing any gender include all genders.
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1.3 Currency
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All monetary amounts referred to herein shall be in lawful money of
the United States.
1.4 Headings
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The division of these Series 1 Provisions into Sections, clauses,
subclauses or other subdivisions and the insertion of headings are for
convenience of reference only and shall not affect the construction or
interpretation hereof.
1.5 Business Day
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In the event that any date upon which any dividends on the Series 1
Shares are payable by the Corporation, or upon or by which any other action
is required to be taken by the Corporation or any Series 1 Holder hereunder,
is not a business day, then such dividend shall be payable or such other
action shall be required to be taken on or by the next succeeding day which
is a business day.
2. DIVIDENDS
2.1 Declaration and Payment of Dividends
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The holders of Series 1 Shares shall be entitled to receive and the
Corporation shall pay thereon, as and when declared by the board of
directors out of funds legally available for such purpose, fixed
preferential cumulative cash dividends at the rate of $0.50 per share per
annum. Such dividends shall accrue, whether or not earned or declared, from
and including the date of issue of such shares and, subject as hereinafter
provided, shall be payable in equal quarterly installments of $0.125 per
share on the last day of each of March, June, September and December in each
year (each of which date is hereinafter referred to as a "dividend payment
date"). The first dividend payment date shall be March 31, 1998.
2.2 Amount of Dividend
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The amount of the dividend for any period which is less than a full
quarter with respect to any Series 1 Share:
(i) which is issued, redeemed or purchased; or
(ii) where assets of the Corporation are distributed to the Series 1
Holders pursuant to Section 6 hereof;
shall be equal to the amount calculated by multiplying $0.125 by a fraction
the numerator of which is the number of days in such quarter for which such
share has been outstanding (including the dividend payment date at the
beginning of such quarter if such share was outstanding on that date
excluding the next succeeding dividend payment date if such share was
outstanding on that date), and the denominator of which is the number of
days in such quarter
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(including the dividend payment date at the beginning thereof and excluding
the next succeeding dividend payment date).
The amount of dividend payable in respect of each Series 1 Share on
the first dividend payment date following the Initial Issue Date shall be
that proportion of $0.125 which the number of days from and including the
Initial Issue Date to but excluding such dividend payment date is to the
total number of days in the 3 month period immediately preceding such
dividend payment date.
2.3 Cumulation of Dividends
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If on any dividend payment date a dividend accrued to and payable on
such date is not paid in full on the Series 1 Shares then issued and
outstanding, the dividend or the unpaid part thereof shall be paid on a
subsequent dividend payment date or dividend payment dates determined by the
board of directors on which the Corporation shall have sufficient moneys
legally available for the payment of the same. The Series 1 Holders shall
not be entitled to any dividends other than or in excess of the fixed
preferential cumulative dividends provided for in this Section 2.
3. CONVERSION
3.1 Right to Convert
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Upon and subject to the terms and conditions hereinafter set forth,
the holders of Series 1 Shares shall have the right, at any time and from
time to time, up to the close of business on March 6, 2003, or, in the case
of Series 1 Shares called for redemption, to the close of business on the
business day immediately preceding the date fixed for redemption, whichever
is earlier (provided, however, that if the Corporation shall fail to redeem
such Series 1 Shares in accordance with the notice of redemption the right
of conversion shall thereupon be restored as if such call for redemption had
not been made), to convert all or any part of their Series 1 Shares into
fully paid and non-assessable Common Shares, at the Conversion Rate in
effect on the date of conversion. Unless and until adjusted in accordance
with these Series 1 Provisions, the Conversion Rate shall be equal to the
quotient obtained when the Issue Price plus all accrued and unpaid dividends
thereon outstanding as at the date of conversion is divided by the
Conversion Price.
3.2 Conversion Procedure
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The conversion right provided for in clause 3.1 may be exercised by
completing and executing a notice of conversion on the certificate or
certificates representing the Series 1 Shares in respect of which the holder
thereof desires to exercise such right of conversion or such other form of
notice approved by the Corporation and by delivering the said notice and
certificate or certificates to the transfer agent for the Series 1 Shares at
any office for the transfer of the Series 1 Shares. The said notice of
conversion shall be signed by such holder or by his duly authorized attorney
or agent, with signature guaranteed in a manner satisfactory to the transfer
agent and shall specify the number of Series 1 Shares which the Series 1
Holder desires to have converted.
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The transfer form in the certificate or certificates in question need not be
endorsed, except in the circumstances contemplated by clause 3.3. If less
than all the Series 1 Shares represented by a certificate or certificates
are to be converted, the Series 1 Holder shall be entitled to receive, at
the expense of the Corporation, a new certificate representing the Series 1
Shares represented by the certificate or certificates surrendered as
aforesaid which are not to be converted.
3.3 Person to Whom Common Shares will be Issued
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On any conversion of Series 1 Shares the share certificates for Common
Shares resulting therefrom shall be issued at the expense of the Corporation
in the name of the registered holder of the Series 1 Shares converted or in
such name or names as such registered holder may direct in writing, provided
that such registered holder shall pay any applicable security transfer
taxes. In any case where the Common Shares are to be issued in the name of
a person other than the holder of the converted Series 1 Shares, the
transfer form on the back of the certificates in question shall be endorsed
by the registered holder of the Series 1 Shares or his duly authorized
attorney or agent, with signature guaranteed in a manner satisfactory to the
transfer agent.
3.4 Effective Date of Conversion
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Each Series 1 Holder whose shares are to be converted in whole or in
part (or any other person or persons in whose name or names any certificates
representing Common Shares are issued as provided in clause 3.3) shall be
deemed to have become the holder of record of the Common Shares into which
such Series 1 Shares are converted, for all purposes, on the respective
dates of receipt by the transfer agent of the certificate or certificates
representing the Series 1 Shares to be converted as provided in clause 3.2,
notwithstanding any delay in the delivery of the certificate or certificates
representing the Common Shares into which such Series 1 Shares have been
converted and, effective as of and throughout such respective dates, the
Series 1 Holder shall cease to be registered as the holder of record of the
Series 1 Shares so converted.
3.5 Adjustment of Conversion Rate
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3.5.1 If and whenever at any time and from time to time the Corporation
shall (i) subdivide, redivide or change its then outstanding Common
Shares into a greater number of Common Shares, (ii) reduce, combine
or consolidate or change its then outstanding Common Shares into a
lesser number of Common Shares, or (iii) issue Common Shares (or
securities exchangeable or convertible into Common Shares) to the
holders of all or substantially all of its then outstanding Common
Shares by way of stock dividend or other distribution (other than a
stock dividend paid in the ordinary course) (any of such events being
herein called a "Common Share Reorganization"), the Conversion Rate
shall be adjusted effective immediately after the record date at
which the holders of Common Shares are determined for the purpose of
the Common Share Reorganization to provide that each Series 1 Holder
shall thereafter be entitled to receive such number of Common Shares
as he would have been entitled to receive had he exercised his
conversion rights immediately prior to such Common Share
Reorganization.
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3.5.2 If and whenever there is a capital reorganization of the Corporation
not otherwise provided for in this clause 3.5 or a consolidation,
merger, arrangement or amalgamation (statutory or otherwise) of the
Corporation with or into another body corporate (any such event being
called a "Capital Reorganization"), any Series 1 Holder who has not
exercised his right of conversion prior to the record date for such
Capital Reorganization shall be entitled to receive and shall accept,
upon the exercise of such right at any time after the record date for
such Capital Reorganization, in lieu of the number of Common Shares
to which he was theretofore entitled upon conversion, the aggregate
number of shares or other securities of the Corporation or of the
corporation or body corporate resulting, surviving or continuing from
the Capital Reorganization that such holder would have been entitled
to receive as a result of such Capital Reorganization if, on the
record date, he had been the registered holder of the number of
Common Shares to which he was theretofore entitled upon conversion,
subject to adjustment thereafter in accordance with provisions the
same, as nearly as may be possible, as those contained in this clause
3.5; provided that no such Capital Reorganization shall be carried
into effect unless all necessary steps shall have been taken so that
the Series 1 Holder shall thereafter be entitled to receive such
number of shares or other securities of the Corporation or of the
corporation or body corporate resulting, surviving or continuing from
the Capital Reorganization.
3.5.3 In case of any reclassification of, or other change in, the
outstanding Common Shares other than a Common Share Reorganization or
a Capital Reorganization, the right of conversion shall be adjusted
immediately after the record date for such reclassification or other
change so that Series 1 Holders shall be entitled to receive, upon
the exercise of such right at any time after the record date of such
reclassification or other change, such shares, securities or rights
as they would have received had such Series 1 Shares been converted
into Common Shares immediately prior to such record date subject to
adjustment thereafter in accordance with provisions, the same as
nearly may be possible, as those contained in this clause 3.5.
3.6 Entitlement to Dividends
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Each Series 1 Holder on the record date for any dividend declared
payable on the Series 1 Shares shall be entitled to such dividend
notwithstanding that any Series 1 Share owned by him is converted after such
record date and before the payment date of such dividend. The registered
holder of any Common Share resulting from any conversion effected pursuant
to this Section 3 shall be entitled to rank equally with the registered
holders of all other Common Shares in respect of all dividends declared
payable to holders of Common Shares of record on or after the date of
conversion.
3.7 Avoidance of Fractional Shares
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In any case where a fraction of a Common Share would otherwise be
issuable on conversion of one or more Series 1 Shares, the Corporation
shall, at its option, either (i) adjust such fractional interest by payment
by check in an amount equal to the then current market value of such
fractional interest or (ii) issue in respect of such fraction a scrip
certificate transferable by
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delivery entitling the holder thereof and of other similar certificates
aggregating one full Common Share, upon surrender of such certificates at
such place as may be designated therein, to obtain from the Corporation a
full Common Share and to receive a share certificate therefor; such checks
shall be payable to the holders thereof in lawful money of the United States
at par at any branch in the United States of the Corporation's bankers for
the time being and such scrip certificates shall be in such form and shall
be subject to such terms and conditions as the directors may determine and
shall provide that the holder thereof shall not thereby be a shareholder and
shall not be entitled to receive dividends or to any other rights of a
shareholder. The amount of any cash adjustment shall equal the current
market value of such fractional interest computed on the basis of the last
sale price (or average of the bid and asked prices if there were no sales)
per share for the Common Shares on the NASDAQ Stock Market (or, if such
shares are not then listed and posted for trading on such stock exchange, on
such stock exchange or quotation system through which such shares are
listed and posted for trading as may be selected by the board of directors)
on the business day next preceding the conversion date. In the event that
the Common Shares of the Corporation are not listed on any stock exchange or
through any quotation system the current market value shall be determined by
the board of directors which determination shall be conclusive.
4. REDEMPTION
4.1 Optional Redemption
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4.1.1 The Corporation, upon giving notice as hereinafter provided, may
redeem all at any time and part from time to time of the then
outstanding Series 1 Shares, on payment for each share to be redeemed
of the Issue Price together in each case with an amount equal to all
accrued and unpaid cumulative preferential dividends thereon
calculated to but excluding the date fixed for redemption, the whole
constituting and herein referred to as the "Redemption Price". The
Redemption Price shall be adjusted in the event of any subdivision,
redivision, reduction, combination or consolidation of the
outstanding Series 1 Shares to provide that the Series 1 Holders
shall thereafter be entitled to receive the same amount in respect of
the Redemption Price as they would have been entitled to receive had
the Corporation redeemed the Series 1 Shares prior to the occurrence
of any such event.
4.2 Partial Redemption
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If less than all the Series 1 Shares are at any time to be redeemed,
the shares to be redeemed shall be selected by lot or in such other manner
as the board of directors may deem equitable or, if the board of directors
so determines, on a pro rata basis, disregarding fractions, according to the
number of Series 1 Shares held by each of the registered holders thereof.
If less than all of the Series 1 Shares are at any time to be redeemed and a
Series 1 Holder has duly exercised his right to convert into Common Shares
all or any part of the number of Series 1 Shares held by such holder which
have been called for redemption, the number of Series 1 Shares held by such
Series 1 Holder to be redeemed shall be reduced by the number (but not
exceeding the number of Series 1 Shares held by such Series 1 Holder called
for redemption) of Series 1 Shares in respect of which such registered
holder has duly exercised his right to convert
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into Common Shares. If only a part of the Series 1 Shares represented by
any certificate shall be redeemed, a new certificate representing the
balance of such shares shall be issued to the holder thereof at the expense
of the Corporation upon presentation and surrender of the first mentioned
certificate.
4.3 Method of Redemption
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4.3.1 In any case of redemption of Series 1 Shares, the Corporation shall
not less than 10 days and not more than 45 days before the date
specified for redemption send by prepaid first class mail or deliver
to the registered address of each person who at the date not more
than 50 days prior to the date of mailing or delivery is a Series 1
Holder to be redeemed a notice in writing of the intention of the
Corporation to redeem the Series 1 Shares registered in the name of
such holder. Accidental failure or omission to give such notice to
one or more holders shall not affect the validity of such redemption,
but upon such failure or omission being discovered notice shall be
given forthwith to such holder or holders and such notice shall have
the same force and effect as if given in due time. Such notice shall
set out the number of Series 1 Shares held by the person to whom it
is addressed which are to be redeemed, the Redemption Price, the date
specified for redemption and the place or places at which holders of
Series 1 Shares may present and surrender such shares for redemption.
4.3.2 On the date so specified for redemption, the Corporation shall pay or
cause to be paid to or to the order of the Series 1 Holders to be
redeemed the Redemption Price of such shares on presentation and
surrender of the certificate or certificates representing the Series
1 Shares called for redemption at the registered office of the
Corporation or any other place or places specified in the notice of
redemption. Payment in respect of Series 1 Shares being redeemed
shall be made by check payable to the holder thereof in lawful money
of the United States at par at any branch in the United States of the
Corporation's bankers for the time being.
4.3.3 From and after the date specified for redemption in any such notice
of redemption, the Series 1 Shares called for redemption shall cease
to be entitled to dividends or any other participation in the assets
of the Corporation and the holders thereof shall not be entitled to
exercise any of their other rights as shareholders in respect thereof
unless payment of the Redemption Price shall not be made upon
presentation and surrender of the certificates in accordance with the
foregoing provisions, in which case the rights of the holders shall
remain unaffected.
4.3.4 The Corporation shall have the right at any time on or after the
mailing or delivery of notice of its intention to redeem Series 1
Shares to deposit the Redemption Price of the Series 1 Shares so
called for redemption, or of such of the Series 1 Shares which are
represented by certificates which have not at the date of such
deposit been surrendered by the holders thereof in connection with
such redemption, to a special account in any specified United States
bank named in such notice of redemption or in a subsequent notice to
the registered holders of the shares in respect of which the deposit
is made, to be paid without interest to or to the order of the
respective Series 1 Holders whose shares
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have been called for redemption, upon presentation and surrender to
such bank of the certificates representing such shares. Upon such
deposit being made, the Series 1 Shares in respect of which such
deposit shall have been made shall be deemed to have been redeemed
and the rights of the holders thereof after such shall be limited to
receiving their proportion (less any tax required to be deducted or
withheld therefrom) of the amount so deposited without interest, upon
presentation and surrender of the certificate or certificates
representing the Series 1 Shares being redeemed. Any interest
allowed on any such deposit shall belong to the Corporation.
4.3.5 Redemption moneys that are represented by a check which has not been
presented to the Corporation's bankers for payment or that otherwise
remain unclaimed (including moneys held on deposit in a special
account as provided for above) for a period of 5 years from the date
specified for redemption shall be forfeited to the Corporation.
5. RESTRICTIONS ON DIVIDENDS, RETIREMENT AND ISSUANCE OF SHARES
While any Series 1 Shares are outstanding, the Corporation shall not,
without the approval of the holders of Series 1 Shares given as hereinafter
specified:
(a) declare, set aside for payment or pay any dividends on or make
distributions on or in respect of any Junior Shares (other than
dividends consisting of Junior Shares); or
(b) call for redemption, redeem, purchase, retire or acquire for value or
distribute in respect of any Junior Shares (except to the extent and
out of net cash proceeds received by the Corporation from a
substantially concurrent issue of Junior Shares); or
(c) call for redemption, redeem, purchase or otherwise retire or acquire
for value less than all of the Series 1 Shares outstanding;
unless, in each such case, all dividends then payable on the Series 1 Shares
then outstanding accrued up to and including the dividends payable on the
immediately preceding respective date or dates for the payment of dividends
thereon shall have been declared and paid or set apart for payment or unless
such action has been approved by the Series 1 Holders.
6. LIQUIDATION, DISSOLUTION OR WINDING-UP
In the event of any Liquidation Distribution, each Series 1 Holder
shall be entitled to receive before any amount shall be paid by the
Corporation or any assets of the Corporation shall be distributed to
registered holders of shares ranking as to capital junior to the Series 1
Shares in connection with the Liquidation Distribution, an amount equal to
the stated capital per share of all Series 1 Shares held by such holder,
together with an amount equal to all accrued but unpaid cumulative dividends
thereon. After payment to the Series 1 Holders of the amount so payable to
them, they shall not be entitled to share in any further distribution of
assets of the Corporation.
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7. VOTING RIGHTS
Except as otherwise required by law, the holders of the Series 1 Shares
shall not be entitled, as such, to receive notice of or attend or vote at
any meeting of shareholders of the Corporation other than a meeting of
Series 1 Holders.
8. AMENDMENTS TO SERIES 1 PROVISIONS
These Series 1 Provisions may be repealed, altered, modified, amended
or varied only with the prior approval of the holders of the Series 1 Shares
given in the manner provided in Section 9 hereof in addition to any other
approval required by any statutory provision of like or similar effect
applicable to the Corporation, from time to time in force.
9. CONSENTS AND APPROVALS
9.1 The approval of the Series 1 Holders with respect to any and all
matters may be given by one or more consents in writing signed by the
holders of at least 2/3 of the issued and outstanding Series 1 Shares or by
a resolution passed by at least 2/3 of the votes cast at a meeting of the
Series 1 Holders duly called for that purpose and held upon at least 10
days' notice, at which the holders of at least 1/3 of the outstanding Series
1 Shares are present or represented by proxy. If at any such meeting the
holders of 1/3 of the outstanding Series 1 Shares are not present or
represented by proxy within one-half hour after the time appointed for such
meeting, then the meeting may be adjourned to such date being not less than
7 days later and to such time and place as may be appointed by the chairman
of the meeting.
9.2 The formalities to be observed with respect to the giving of notice of
any such meeting and the conduct thereof shall be those from time to time
prescribed by the by-laws of the Corporation with respect to meetings of
shareholders.
9.3 On every vote taken at every such meeting or adjourned meeting every
Series 1 Holder shall be entitled to one vote in respect of each Series 1
Share of which he is the registered holder.
10. NOTICES
10.1 Any notice required or permitted to be given to any Series 1 Holder
shall be sent by first class mail, postage prepaid, or delivered to such
holder at his address as it appears on the records of the Corporation or, in
the event of the address of any such shareholder not so appearing, to the
last known address of such shareholder. The accidental failure to give
notice to one or more of such shareholders shall not affect the validity of
any action requiring the giving of notice by the Corporation. Any notice
given as aforesaid shall be deemed to be given on the date upon which it is
mailed or delivered.
<PAGE> 1
ICHOR CORPORATION
CONSOLIDATED BALANCE SHEET
February 28, 1998
(In thousands of dollars)
(Unaudited)
ASSETS
Current Assets
Cash $ 1,227
Cash held in escrow 617
Accounts and notes receivable 1,914
Receivable from Gruppo San Rocco SpA 778
------------
4,536
Other Assets 2
------------
$ 4,538
============
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities $ 731
Advances from affiliate 780
Debt 757
------------
2,268
SHAREHOLDERS' EQUITY
Preferred stock 252
Additional paid-in capital on preferred stock 4,153
------------
4,405
Common stock 50
Additional paid-in capital on common stock 5,743
------------
5,793
Retained deficit (7,857)
------------
2,341
Less: cost of treasury stock (71)
------------
2,270
------------
$ 4,538
============
<PAGE> 2
ICHOR CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
Two Months Ended February 28, 1998
(In thousands of dollars)
(Unaudited)
General and administrative expenses $ 49
------------
Net loss $ (49)
============
Basic loss per common share $ (0.01)
============
