UNITES STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material Pursuant to §240.14a-12
CTI DIVERSIFIED HOLDINGS, INC.
(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
x No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
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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 with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration 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:
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CTI Diversified Holdings, Inc.
8709-50th Avenue, Edmonton, Alberta, Canada TE6 5H4
(Administrative Offices, See mailing Address below for Consents)
December 9, 2003
Request for Written Consent
Dear Shareholder:
The enclosed Request for Written Consent is being provided to shareholders of record as of November 14, 2003 of CTI Diversified, a Delaware corporation. It is proposed to Amend and Restate the Articles of Incorporation. Such an amendment and restatement requires approval of the Board of Directors and by the shareholders, under Delaware law, by a majority of those in attendance at the shareholder meeting at which approval is sought. Actions to be taken by shareholders may also be taken by consent without a meeting if a majority of the shares eligible to vote have given their written consent to the action.
Our Directors have approved the proposed amendments and have recommended them to the Shareholders for approval.
The purpose of this Request For Consent is to secure a sufficient number of shareholders to Consent to the Amended and Restated Articles of Incorporation that have been approved by our Directors. Under Delaware law, this requires the affirmative written consent of a majority of all of the issued and outstanding common shares of our Company.
A Request for Consent is similar to a proxy solicitation for a meeting, except that upon attaining the requisite amount of Written Consents, the amendments are deemed approved without a meeting, and upon filing the Restated Articles of Incorporation with Delaware, they will become immediately effective. This procedure eliminates the costs attendant to a special meeting which would be required for this purpose if a consent action was not taken.
We are requesting our Shareholders to consider giving us their Written Consent to the Adoption of the Amended and Restated Articles of Incorporation which are attached as an appendix.Written Consents must be executed on the Written Consent Request that is enclosed, and to be effective must be signed, dated anddelivered c/o Claudia Losie, Esq. Agent, at the following address: Claudia L. Losie, Esq.; Suite 1000-595 Burrard Street; Vancouver, B.C., Canada V7X1S8. Her telephone number for inquiries is 604-647-4149; facsimiles of a signed Written Consent are also acceptable at (604) 683-5317 other instructions are contained on the enclosed Consent Form. There is no minimum time after this Request is sent before the consents can be received and the Actions effected, other than a majority of Written Consents being received by us. The maximum time permitted between receipt of the first and last Written Consent to effect
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the shareholder approval is 60 days.
As previously announced in current filings by CTI Diversified, we are proposing to change our name to WESCORP ENERGY INC., which we believe better reflects and is consistent with our new business focus on the oil and gas sector. In addition to that amendment to the Articles of Incorporation, we are proposing to increase the total amount of Common Shares we may issue and to enable the Directors to issue and designate rights and powers of one or more classes of preferred shares; we believe this may provide us with more flexibility in securing capital. We have proposed several other amendments and have totally restated our Articles of Incorporation to accommodate these amendments. These amendments are described herein more fully.
There are no proposals by Shareholders pending for this proposed consent action and none are included hereunder. At a reasonable time prior to our next annual or special meeting to elect directors shareholders proposals consonant with the U.S. Proxy Rules will be entertained as provided by those Rules.
WE ARE REQUESTING YOUR WRITTEN CONSENT TO THE RESTATED
ARTICLES OF INCOPORATION. PLEASE SEND YOUR RESPONSE c/o
MS.CLAUDIA LOSIE.
By Order of the Board of Directors
_______/S/ ________________
John Anderson, President
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CTI Diversified Holdings, Inc.
8709-50th Avenue, Edmonton, Alberta, Canada TE6 5H4
c/o Claudia Losie, Esq.
Facsimile: 604-683-5317
REQUEST FOR SHAREHOLDER CONSENT
A. Date, time and place
(a) As this is a proposed written consent action, there will be no shareholders meeting with respect to the proposed approval of the attached Restated Articles of Incorporation. Accordingly, immediately after such time as the Company shall have received duly dated and executed Written Consents approving the Amended and Restated Articles of Incorporation, said Amended and Restated Articles of Incorporation may be filed in Delaware and upon said filing will be effective. Written Consents will be accepted immediately and there is a maximum permitted period of 60 days between the date of receipt by the Company of the first and last Consent to attain the majority action required.
(b) This Request for Written Consent is being delivered to shareholders on or about December 9, 2003
(c) The deadline for submitting shareholder proposals for inclusion the Company’s proxy statement and form of proxy for its next annual meeting will be a reasonable time prior to said meeting. The date of said meeting has not as yet been determined. Submissions not made within such reasonable time will not be accepted or included.
B. Revocability of Written Consent
You may revoke a written consent delivered to us by sending us a written revocation. No revocation will be effective however if prior to receipt of said revocation by the Company it shall have received sufficient Written Consents to constitute a majority vote. After a majority vote by Written Consent has been received, Written Consents shall be irrevocable. Only Written Consents in writing and signed and dated by the shareholder of record or by authorization will be accepted.
C. Dissenters’ Right of Appraisal
The are no dissenters rights for appraisal or otherwise for the action proposed to be take.
D. Persons Making the Solicitation
This solicitation is made by the Company on the recommendation of its Board of Directors. Costs hereof are to be by the Company. Cost of holders of shares of beneficial holders may be reimbursed for costs associated with transmitting these materials thereto, and transmissions of the Written Consents to us. This solicitation may
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be supplemented by telephone calls or personal solicitation by Officers and Directors, who will not be paid any additional compensation therefor
E. Interest of Certain Persons in Matters to Be Acted Upon
The current Directors and Officers of CTI Diversified all may have an indirect interest in the proposed Amendments because indemnification for Directors, Officers and others is provided in Item Eleventh, Interested Persons Transactions are not precluded under Item Thirteenth, and Items Ninth and Tenth have been added or enhanced relating to Directors liabilities for breach of fiduciary duty to CTI, and other interested persons transactions are permitted in Item Tenth. Please read these provisions and other Amendments carefully!
The beneficial share interest of said Directors and Officers and their associates, if any, is stated in Item F, below.
In addition, previous officers and Directors may benefit retroactively from the various amendments stated above. These include Mark Godsy, Donald Farnell, Rene Palsenbarg, Marlene Gaudry, Doug Mazur and Neil Cox, all who have been Officers or Directors of the Company or a subsidiary during 2002-2003
F. Voting Securities and Principal Holders Thereof
(1) Voting Securities and Principal Holders Thereof
| (a) | There is one Class of Securities, Common Shares, which is currently authorized. As of the record date there were 22,817, 121 shares outstanding. A majority of said number is required under Delaware law for approval of a Consent Action by Shareholders. |
| (b) | The record date is November 14, 2003 |
| (d) | Security Ownership of Certain Beneficial Owners and Management |
The following table sets forth certain information, as of November 14, 2003 with respect to any person (including any “group”, as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who is known to the Company to be the beneficial owner of more than five percent of any class of the Company’s voting securities, and as to those shares of the Company’s equity securities beneficially owned by each of its directors, the executive officers of the Company and all of its directors and executive officers of the Company and all of its directors and executive officers as a group. Unless otherwise specified in the table below, such information, other than information with respect to the directors and officers of the Company, is based on a review of statements filed, with the Securities and Exchange Commission (the “Commission”) pursuant to Sections 13 (d), 13 (f), and 13 (g) of the
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Exchange Act with respect to the Company’s Common Stock. Except for our Officers and Directors, we have utilized information available to us for our most recent 10K-sb, unless otherwise known to us from filings provided to us by the filer, made by said persons indicating changes therein. As of November 14, 2003, there were 22,817,121 shares of Common Stock outstanding. Our Board of Directors has also approved the issuance of (i); 1,000,000 warrants for shares to Mr. Anderson for his past services as Director (ii); 250,000 common shares each to Mr. Anderson and Mr. Mereniuk and 125,000 Shares to Mr. Comeau under their deferred compensation plans and (iii); 80,000 shares issued to a consultant for services performed in 2003.
The number of shares of Common Stock beneficially owned by each person is determined under the rules of the Commission and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares by the Holder.
The table also shows the number of shares beneficially owned as of November 14, 2003 by each of the individual directors and executive officers and by all directors and executive officers as a group. Ownership percentages as to an owner are based on a total share calculation, which considers the issued shares, 22,817,121 shares plus the beneficial shares which that person has, which sum is the denominator, and the issued shares of an owner plus beneficially owned shares of an owner as the numerator.
| Title of Class | Name and address | Principal Position | Number of shares | % of Class |
| beneficially | (8) | |||
| owned | ||||
| Common Stock and | John Anderson (1)(2) (3) | Director, President & | 1,653,484 | 7% |
| Warrants | CEO, Secretary and | |||
| Treasurer | ||||
| Common Stock and | Terry Mereniuk (1)(2) (4) | Director, CFO | 772,000 | 3% |
| Warrants | ||||
| Warrants | Alfred Comeau (1)(2) (5) | Director | 1,125,000 | 5% |
| Officers and | 3,550,484 | 14% | ||
| Directors | ||||
| as a Group |
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| (1) | In a Board Resolution as of July 1, 2003, a deferred compensation plan was adopted for Mr. Anderson, Mr. Mereniuk, and Mr. Comeau. For services in the period April 2003 and for two years thereafter in lieu of cash, said persons are entitled to common shares, registered, @ $.20/share. Compensation was $5,000/mo. for Mssrs. Anderson and Mereniuk and $2,500/mo for Mr. Comeau. To date, eight months compensation has accrued, no shares have been issued. Each person may only receive shares and waived any cash due. A total of 1,800,000 shares are to be delivered in escrow, registered, to fund this program. If an employee terminates, he loses unaccrued compensation. If the Company terminates or causes termination, the employee continues to receive his accrued compensation over the two year remaining term. | |
| (2) | The Board of Directors agreed as of June 1, 2003 to issue a cashless Warrant to Mr. Anderson for 1,000,000 common shares @ $.15/share, expiring June 1, 2008, shares underlying the Warrant to be registered. The amount also includes 150,000 warrants exercisable under terms disclosed in Item 10 “Compensation of Directors” in our 10-ksb. | |
| (3) | The address for all of our Directors and Officers is 8709 – 50 Ave. Edmonton Alberta Canada T6E 5H4. | |
| (4) | Includes the exercise of warrants to purchase 500,000 shares of common stock at a price of $0.15 at any time prior to March 6, 2006. | |
| (5) | Includes the exercise of warrants to purchase 1,000,000 shares of common stock at a price of $0.15 at any time prior to March 6, 2006. |
(e) Change of Control
Please see our filings in our 10k-sb for the year ending December 31, 2002 for the transaction whereby a company owned by our Director, Mr. Comeau, loaned us $1,000,000. As a result of that transaction, Mr. Comeau and Mr. Mereniuk became Directors. Mr. Mereniuk is affiliated with Mr. Comeau as an officer in the Company owned by Mr. Comeau. Two of three Directors are thus associated by common interest, but each retains the right to vote as he sees fit. They have in the aggregate 8% beneficial ownership. The shares acquired in this transaction were original issue by the Company. (You can view this filing on line at www.sec.gov, or you may obtain a copy by written request to us) There are no fixed arrangements thereby as to election of Directors. As a few large shareholders dominate the Company, informal arrangements may exist from time to time as to Company management and election of the Board.
E. Authorization or Issuance of Securities Otherwise than for Exchange
(1) Authorization of Securities
(a)Common Shares:Article Fourth of the Restated Articles will increase the amount of Common Shares authorized from 50,000,000 shares to 250,000,000 shares, $.0001 par value, and will authorize 50,000,000 preferred shares. The number of shares issued will not be modified by the Amendments. There is no present plan or arrangement by Management to utilize the additional common shares authorized to be issued.
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(b)Preferred Shares:50,000,000 Preferred Shares at $.0001 par value are also authorized. The terms of said shares are indefinite and are subject to Designations from time to time by the Board of Directors. Various classes and series may be authorized thereby. Directors can thus, without shareholder action set conversion to Common Shares, voting powers, and various other rights and powers in one of more classes or series as they may see fit. There is no present plan or arrangement by Management to utilize the additional preferred shares authorized to be issued.
(2) Financial Information: If you are interested, please see our 12/31/02 10K-sb and 9/30/03 10O-sb for current financial information. They are not included, but they may be reviewed on the SEC EDGAR site at www.sec.gov, or you may obtain a copy thereof from us by your written request.
Proposal 1: Amendment of Charter
The Shareholders Written Consent action will cause the current Articles of Incorporation to be entirely replaced by the Restated Articles of Incorporation. The text thereof is attached hereon as an Appendix and should be carefully reviewed. A brief summary hereof follows, but the actual text should be reviewed to consider the effect on the Company and shareholders.
Note that in addition to the changes in preferred and common shares discussed above, that the name of the Company will change toWESCORP ENERGY INC.
Article 1: Name is changed from CTI Diversified, Inc. to WESCORP ENERGY INC.
Comment: Management believes it is a better name for the corporate direction.
Article 2. Registered Agent changed to Corporation Service Company.
Comment: Management prefers this Company as Agent.
Article 3.Purposes. General purposes.
Comment Similar to prior provision.
Article 4.Capitalization.Common increased to 250,000,000 shares and 50,000,000 preferred shares authorized, with powers rights and limitations set by the Board.
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Comment: Management believes increased capital and the power to set and issue preferred shares will benefit future capitalization.The power to increase or decrease shares without approval of a class is believed to enhance flexibility.
Article 5. Bylaws. Directors can modify bylaws without shareholder action.
Comment: Similar to previous provision.
Article 6.Meetingsof Directors and shareholders similar to previous provisions.
Comment: Changes intended to enhance flexibility.
Article 7.Perpetual Existence. The corporation has perpetual existence.
Comment: Similar to previous provision.
Article 8.Number of Directors.Comment: Similar to previous provision.
Article 9.Elimination of liability of Directors for breach of fiduciary duty except under certain cases.
Comment: Management believes needed to secure and retain Directors. Similar to previous Article 11.
Article 10. Non-fraudulent interested person transactions by Directors and others permitted. (Please see Exhibit for text).
Comment: Believed helpful for management flexibility and to retain and secure director and others.
Article 11. Indemnification for Officers Directors and Agent of the Company by the Company required (see Text of Exhibit).
Comment: Believed helpful to secure and retain Directors, Officers and others.
Article 12.Compromises. Permits various types of compromises of creditors. (See Text of Exhibit).
Comment: Intended to provide flexibility to management if ever needed.
Article 13.Del Code Section 203 made inapplicable. (See 8 Del Code Sec 203 or you may request a copy of the Company to review this complex Statute)
Comment: Intended to provide flexibility in takeover situations for management.
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Limitations as to effective date for 12 months if more than 2000 shareholders of record or as to an interested person at the time of this adoption.
We have very recently retained a new public accountant, Williams and Webster, a Washington State based firm.
Certain filings are required when there has been a change of public accountants.
These should be filed shortly after this Request for Written Consent is mailed either as part of an amended 10Q-sb for the period ending September 30, 2003, or an 8-k. These may be viewed on the SEC EDGAR site, www.sec.gov, or may be obtained from us by a request in writing.
H. Voting procedures
(1) Delaware law requires that we receive a majority of the shares entitled to vote for approval of a shareholder written consent action. On the record date, there were 22,817,121 shares reported outstanding. Over 50% of that number is required for the action to be effective
(2) Only written consents by shareholders of record dated and delivered to us will be accepted to determine the majority required for a written consent. Abstentions and no votes have no effect if a majority is attained.
I. Delivery of documents to security-holders sharing an address
Where applicable, this information statement is being delivered to two or more security holders who share an address
Only one information statement, is being delivered to multiple security holders sharing an address unless we shall have received contrary instructions from one or more of the security holders;
We will undertake to deliver promptly upon written or oral request a separate copy of the information statement to a security holder at a shared address to which a single copy of the documents was delivered and provide instructions as to how a security holder can notify us that the security holder wishes to receive a separate copy of the information statement;
If you share and address and are now receiving multiple copies of filings by us, or if you are receiving a single copy for several person and wish to receive your own copy, please contact us at :
CTI Diversified, Inc. c/o Claudia L. Losie, Esq.; Suite 1000-595 Burrard Street, Vancouver, B.C., Canada, V 7X-1S8; 604-647-4149; fx. 604-683-5317.
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J. General Information
Our Annual Report for the year ended December 31, 2002, which contain audited financial information, and our Quarterly Reports for the periods ending March 31, 2003, June 30,2003, and September 30, 2003 are available from us or may be viewed online on EDGAR at www.SEC.Gov. The foregoing, this Request for Written Consent, and all other Reports required under the Exchange Act of 1934 to be filed with respect to us which have been filed are available on EDGAR. Said documents and others which may not be required electronically my be viewed at the SEC Public Reference Room@ 450 Fifth Street N.W., Washington, D.C. 20549, and copies may also be secured from us.
K. Appendices
A. Written Consent Request
B. Restated Articles of Incorporation
| CTI Diversified Holdings, Inc | |
| By: | |
| /S/__________________ | |
| John Anderson, President | |
| Dated: December 9, 2003 | |
| By Order of the Board of Directors: | |
| /S/__________________ | |
| John Anderson, Director | |
| /S/__________________ | |
| Alfred Comeau, Director | |
| /S/__________________ | |
| Terry Mereniuk, CFO, Director |
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Appendix A
Written Consent Request
CTI Diversified Holdings, Inc.
c/o Claudia L. Losie, Esq.;
Suite 1000-595 Burrard Street,
Vancouver, B.C., Canada, V 7X-1S8;
604-647-4149; (fx.). 604-683-5317
December 9, 2003
This Written Consent Request is solicited on behalf of the Board of Directors for a Shareholders Action to be approved by Written Consent. If sufficient Written Consents are delivered to the Company, a majority of the common shares, the Proposed Action, Proposal #1 will be immediately approved without any Shareholders Meeting.
Your Consent is requested as to the following Proposal 1:
“To Approve without a shareholders meeting the Restated Articles of Incorporation attached to the Request for Written Consent solicitation dated December 9, 2003 as Appendix B”
| (1) _______: | I approve Proposal 1; | |
| {Check one only} | (2)________: | I disapprove Proposal 1; |
| (3) ________: | I abstain from voting. |
The Board of Directors recommends an approval of Proposal 1
Dated this: ________ day of __________ , 200_ {you must date this document}
___________________________________________
Signed
{Signatures by Shareholders of record will be assumed on behalf of all shares held of record unless so indicated below. If you are voting by authorization or proxy, please include a copy of the writing so authorizing you}
I do not wish to Act as to all shares of record held by me (us): I wish to approve__, disapprove___, or abstain___ as to _________ shares.(Check and indicate number of Shares. Please hand-write above if you wish to perform multiple actions (approval, disapproval or abstention) as to a part of the shares held of record by you)
{Executors, administrators, entities, etc. should give title and representative capacity for the entity i.e. J. Doe, president of xyz, LLC}
{This must be dated, signed and returned to the Company c/o Ms. Losie by mail or facsimile to be effective}.
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Appendix B: Proposed Amended and Restated Articles
RESTATED
CERTIFICATE OF INCORPORATION
OF
CTI Diversified Holdings, Inc.
It is hereby certified that:
| 1. | (a) | The present name of the corporation (hereinafter called the "corporation") is CTI Diversified Holdings, Inc. |
| (b) | The name under which the corporation was originally incorporated was Unique Bagel Co., Inc., and the date of filing the original certificate of incorporation of the Corporation with the Secretary of State of the State of Delaware was August 11, 1998 | |
| 2. | The Certificate of Incorporation of the Corporation is hereby amended by striking out Articles First to Eleventh inclusive thereof (all Articles) and by substituting in lieu thereof the Restated Articles First to Fourteenth inclusive which are set forth in the Restated Certificate of Incorporation as stated below as: | |
“Restated
Certificate of Incorporation
of
WESCORP ENERGY INC.”
| 3. | The provisions of the Certificate of Incorporation of the Corporation as heretofore amended and/or supplemented, and as herein amended, are hereby amended, restated and integrated into the single instrument which is hereinafter set forth, and which is entitled Restated Certificate of Incorporation of WESCORP ENERGY INC |
| 4. | The amendments and the Restatement of the Certificate of Incorporation herein certified have been duly adopted by the stockholders in accordance with the provisions of Sections 228, 242, and 245 of the General Corporation Law of the State of Delaware. |
| 5. | The effective time of the restated certificate of incorporation and of the amendment[s] herein certified shall be the effective date stated. |
| 6. | The Certificate of Incorporation of the Corporation, as amended and restated herein, shall at the effective time of this Restated Certificate of Incorporation, read as follows: |
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Restated
Certificate of Incorporation
of
WESCORP ENERGY INC.
First.The name of the Corporation isWESCORP ENERGY INC.
Second.The address of the Corporation's registered office in Delaware is 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle. The name of its registered agent at such address is Corporation Service Company
Third.The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware
Fourth.The Corporation shall have authority to issue 250,000,000 shares of common stock having a par value of point zero-zero-zero-one dollars ($.0001) per share, and 50,000,000 shares of preferred stock having a par value of point zero-zero-zero-one dollars ($.0001) per share. Preferred shares may be issued in series and shall have such voting powers or no voting powers, rights, limitations, being subject to limitations and provisions contained in subsequent or previous classes and series, conversion rights, other rights, preferences, designations and other characteristics as may from time to time be set forth in a designation set forth as to all preferred shares, a class or series thereof, which may be derived by formula or otherwise determined by facts outside the resolution by resolution of the Board of Directors and duly filed as provided by law. Consideration received for such shares shall be solely at the discretion of the Board of Directors. There shall be no preferential rights or cumulative voting rights. The authorized
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shares of a class or series of stock may be increased or decreased without the approval of the shares of said class or series but not below those issued allowing for any combination or dividend thereof.
Fifth. The Board of Directors is authorized to adopt, amend or repeal the By-Laws of the Corporation.
Sixth. The Stockholders and Directors may hold their meetings and maintain books and records within or without the State of Delaware, and within or without the United States of America as may be determined by the Board of Directors or the Bylaws. Directors and Shareholders meetings may be by electronic means or in any manner permitted by law, or in any foreign jurisdiction. Directors and shareholders may be of any nationality. Directors and Shareholders meetings may be held by consent to the maximum extent permitted by law.
Seventh. The Corporation shall have perpetual existence.
Eighth.There shall be at least one Director and such additional directors as may be set forth in the Bylaws of by resolution of the Board. The business and affairs of the Corporation shall be managed or under direction of the Board of Directors. Election of directors need not be by written ballot. Whether or not stated herein, the Directors shall have the maximum authority to act as may be permitted by Delaware law.
Ninth. No director of the Corporation shall be liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.
Tenth.No contract or transaction between this Corporation and any person, firm, association, or corporation and no act of this Corporation shall, in the absence of fraud, be invalidated or in any way affected by the fact that any of the directors of this Corporation are pecuniarily or otherwise interested directly or indirectly, in such contract, transaction or act, or are related to or interested in, as a director, stockholder, officer, employee, member or otherwise, such person, firm, association or corporation. Any
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director so interested or related who is present at any meeting of the Board of Directors or committee of directors at which action on any contract, transaction or act is taken may be counted in determining the presence of a quorum at such meeting and may vote thereat with respect to such contract, transaction or act with like force and effect as if he were not so interested or related. No director so interested or related shall, because of such interest or relationship, be disqualified from holding his office or be liable to the Corporation or to any stockholder or creditor thereof for any loss incurred by this Corporation under or by reason of such contract, transaction or act, or be accountable for any gains or profits he may have realized therein.
Eleventh.Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, incorporator, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, incorporator, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise (including an employee benefit plan), shall be entitled to be indemnified by the Corporation to the full extent then permitted by law against expenses (including attorney fees), judgments, fines (including excise taxes assessed a person with respect to an employee benefit plan) and amounts paid in settlement incurred by him in connection with such action, suit or proceeding. Such right of indemnification shall inure whether or not the claim asserted is based on matters which antedate the adoption of this Article. Such right of indemnification shall continue as to a person who has ceased to be a director, officer, incorporator, employee or agent and shall inure to the benefit of the heirs and personal representatives of such a person.
Twelfth. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of title 8 of the Delaware General Corporation Law or on the application of trustees in dissolution or of any receiver or receivers appointed
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for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation, as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.
Thirteenth.The provisions of Section 203 of the Delaware Code shall not apply to this Corporation.
Fourteenth. The Corporation reserves the right to amend any article hereof or any bylaw and any rights hereunder or thereunder conferred to shareholders are subject to this right.
Duly executed and signed on this ___th day of ______ ,2003
/S/
John Anderson, President, and authorized Officer
For execution of Documents in Delaware
Effective Date: _______, _______, 2003
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