1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________________
Commission file number 0-14334
XPLOR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-3299127
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
16800 GREENSPOINT PARK DR, SUITE 300 SOUTH, HOUSTON, TEXAS 77060
(Address of principal executive offices)
(713) 875-2780
(Registrant's telephone number, including area code)
1675 Broadway, Denver, Colorado 80202
(Former address of principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at August 1, 1996
----- -----------------------------
Common Stock $.01 par value 2,037,171 shares
Page 1 of 17 pages
2
XPLOR CORPORATION AND SUBSIDIARY
INDEX
PAGE
----
PART I. - FINANCIAL INFORMATION
Item 1. - Financial Statements (Unaudited)
(a) Consolidated Balance Sheets as of June 30, 1996, and
December 31, 1995 3
(b) Consolidated Statements of Operations for the three-month
periods ended June 30, 1996, and June 30, 1995 4
(c) Consolidated Statements of Operations for the six-month
periods ended June 30, 1996, and June 30, 1995 5
(d) Consolidated Statements of Cash Flows for the six-month
periods ended June 30, 1996, and June 30, 1995 6
(e) Notes to Consolidated Financial Statements 7
Item 2. - Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-9
PART II. - OTHER INFORMATION 10
Item 1. - Legal Proceedings 10
Item 4. - Submission of Matters to Vote of Security Holders 10
Item 6. - Exhibits and Reports on Form 8-K 10
Signatures 17
Page 2 of 17 pages
3
XPLOR CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 30 December 31
1996 1995
---- ----
(In thousands)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,594 $ 2,864
Accounts receivable and other 225 282
-------- --------
TOTAL CURRENT ASSETS 2,819 3,146
OIL AND GAS PROPERTIES AND EQUIPMENT (successful
efforts method), at cost 18,843 18,843
Less-accumulated depreciation, depletion,
amortization and impairment (16,475) (16,401)
-------- --------
2,368 2,442
INVESTMENT IN EQUITY SECURITIES 55 55
OTHER ASSETS 184 224
-------- --------
TOTAL ASSETS $ 5,426 $ 5,867
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 227 $ 389
Accrued liabilities
Suspended revenues and settlements 167 197
Other -- 108
-------- --------
TOTAL CURRENT LIABILITIES 394 694
DEFERRED INCOME TAXES 287 317
-------- --------
TOTAL LIABILITIES 681 1,011
STOCKHOLDERS' EQUITY
Preferred Stock, par value $.01 per share--
authorized 1,000,000 shares; none issued
Common Stock, par value $.01 per share--
authorized 15,000,000 shares;
2,595,673 shares issued and outstanding 26 26
Additional paid-in capital 20,678 20,678
Accumulated deficit (13,198) (13,087)
-------- --------
7,506 7,617
Less cost of Common Stock in treasury--558,502
shares at June 30, 1996 and December 31, 1995 (2,761) (2,761)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 4,745 4,856
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,426 $ 5,867
======== ========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Page 3 of 17 pages
4
XPLOR CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Three Months
Ended Ended
June 30, 1996 June 30, 1995
----------- -------------
(In thousands, except per share data)
REVENUES
Oil and gas sales $ 104 $ 93
Pipeline sales and fees -- 2
Oil field operation fees 18 27
Management fees 2 6
Gain on sale of oil and gas properties -- 12
Interest income and other 12 6
----------- -----------
Total Revenues 136 146
----------- -----------
EXPENSES
Cost of oil and gas sales 30 37
Pipeline Operating Costs -- 1
Exploration costs -- 42
Provision for asset impairment -- 55
Depreciation, depletion and amortization 38 32
General and administrative 118 151
----------- -----------
Total Expenses 186 318
----------- -----------
Loss before income taxes (50) (172)
PROVISION FOR INCOME TAXES -- --
----------- -----------
Net loss $ (50) $ (172)
=========== ===========
Net loss per common share and common
share equivalents $ (.02) $ (.08)
=========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 2,037,171 2,037,171
=========== ===========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Page 4 of 17 pages
5
XPLOR CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Six Months Six Months
Ended Ended
June 30, 1996 June 30, 1995
------------- -------------
(In thousands, except per share data)
REVENUES
Oil and gas sales $ 206 $ 194
Pipeline sales and fees 2 6
Oil field operation fees 47 56
Management fees 5 14
Gain on sale of oil and gas properties -- 12
Interest income and other 49 13
----------- -----------
Total Revenues 309 295
----------- -----------
EXPENSES
Cost of oil and gas sales 89 124
Pipeline Operating Costs -- 1
Exploration costs -- 42
Provision for asset impairment -- 55
Depreciation, depletion and amortization 76 66
General and administrative 256 278
----------- -----------
Total Expenses 421 566
----------- -----------
Loss before income taxes (112) (271)
PROVISION FOR INCOME TAXES -- --
----------- -----------
Net loss $ (112) $ (271)
=========== ===========
Net loss per common share and common
share equivalents $ (.05) $ (.13)
=========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 2,037,171 2,037,171
=========== ===========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Page 5 of 17 pages
6
XPLOR CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Six Months
Ended Ended
June 30, 1996 June 30, 1995
------------- -------------
(In thousands)
OPERATING ACTIVITIES
Net loss $ (112) $ (271)
Adjustments to reconcile net loss to net cash
used in operating activities:
Provision for asset impairment -- 55
Depreciation, depletion and amortization 76 66
Gain on sale of oil and gas properties -- (12)
Change in operating assets and liabilities:
Decrease in accounts receivable and other 61 40
Increase (decrease) in accounts payable (192) 126
Decrease in accrued liabilities (138) (38)
------- -------
Net cash used in operating activities (305) (34)
------- -------
INVESTING ACTIVITIES
Net proceeds from the sale of property -- 24
Capitalized acquisition costs -- (27)
Proceeds from disposition of other assets 35 4
------- -------
Net cash provided by investing activities 35 1
------- -------
FINANCING ACTIVITIES -- --
------- -------
DECREASE IN CASH & CASH EQUIVALENTS (270) (33)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,864 418
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,594 $ 385
======= =======
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Page 6 of 17 pages
7
XPLOR CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Preparation of Financial Statements
The consolidated balance sheet as of June 30, 1996 and the
consolidated statements of operations and cash flows for
the three month and six month periods ended June 30, 1996 have
been prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normal recurring
adjustments) considered necessary for a fair presentation have been
included. The results of operations for the six-month periods ended
June 30, 1996 and 1995, are not necessarily indicative of the
operating results for a full year.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested
that these condensed financial statements be read in conjunction with
the financial statements and notes thereto in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995.
2. Accounting for Income Taxes
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes"
(SFAS 109). Under SFAS 109, a deferred tax liability or asset is
created when temporary differences arise between the financial
reporting basis and tax basis of the Company's liabilities and assets,
as measured by the statutory tax rates in effect when such differences
are expected to reverse. In addition, deferred tax assets may result
where the Company reasonably expects to utilize existing tax net
operating losses or tax credit carryforwards. A valuation allowance
must be established against any portion of a deferred tax asset for
which the Company believes it is more likely than not the related tax
benefit will not be realized. Components of the Company's deferred tax
assets and (liabilities) at December 31, 1995, were as follows:
Loss carryforwards $ 339,000
Depreciation, depletion and amortization (656,000)
Net deferred tax liability $ (317,000)
==========
The Company has net operating loss carryforwards available at December
31, 1995, aggregating $884,000 which expire in years 1998 through
2009.
Page 7 of 17 pages
8
Item 2. XPLOR CORPORATION AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(a) Liquidity
At June 30, 1996, the Company had working capital of $2,425,000 compared
with $2,452,000 at December 31, 1995, a decrease of $27,000. The ratio
of current assets to current liabilities at June 30, 1996, was 7.15 to
1 as compared with 4.53 to 1 at December 31, 1995.
Net cash used in operating activities during the six months ending
June 30, 1996, was $305,000, compared to $34,000 for the same six-month
period in 1995. During the first half of 1996, the operating loss of
$112,000 was reduced by $76,000 in depreciation, depletion and
amortization. $57,000 decrease in accounts receivable was primarily
attributable to the receipt of certain settlement funds. Decreases of
$300,000 in accounts payable and accrued liabilities were due to payments
for properties acquired in 1995 and lower costs incurred for legal,
accounting, and franchise taxes in 1996.
For the six months ended June 30, 1996, $35,000 was provided by
investing activities. These funds were received from a collateral bond
that was retired and no longer required by the State of Montana.
There were no funds used for or provided by financing activities
during the first half of 1996.
(b) Capital Resources
As of June 30, 1996, the Company did not have any material
commitments for capital expenditures. However, the Company plans to use a
portion of its funds for the acquisition of producing properties and/or
existing energy-related companies when appropriate opportunities on
suitable terms can be identified. Several producing property and company
acquisition possibilities are currently under consideration by management.
(c) Results of Operations
For the quarter ended June 30, 1996, the loss of $50,000 represented
a $122,000 reduction of the $172,000 loss for the quarter ended June 30,
1995. The decrease was primarily attributable to the net effect of a
$6,000 increase in interest income, a $7,000 decrease in the cost of oil
and gas sales and a $33,000 decrease in general and administrative
expenses when measured against the three months ending June 30, 1995.
Page 8 of 17 pages
9
Second quarter 1996 oil and gas revenues of $104,000 were comparable
to last year's sales of $93,000. Though production from the Company's
owned and operated wells in West Virginia declined, the average price
increased by $.27 per MCF, resulting in a minor increase in gross revenues
for these wells. Income from the Company's non-operated wells was
comparable with last year's sales. Management believes that average
wellhead prices for oil and natural gas in 1996 will be above the levels
of 1995.
For the quarter ended June 30, 1996, the cost of oil and gas sales
of 29% relative to sales decreased by 11% as compared with the same period
last year which was primarily due to special well repairs for non-operated
wells incurred last year. The depletion rate of 37%, as a percentage of
sales, was comparable with last year's rate of 34%.
General and administrative expenses decreased by $33,000, or 22%, as
compared with last year, primarily due to decreases in accounting and
legal fees offset by employee severance resulting from the relocation of
the Company's executive office to Houston, Texas.
For the first half of 1996, the loss of $112,000 represented a
$159,000 reduction of the $271,000 loss for the first six months of 1995.
The decrease was primarily attributable to the net effect of a $36,000
increase in interest income, a $35,000 decrease in the cost of oil and gas
sales and an $22,000 decrease in general and administrative expenses when
measured against the first six months of 1995.
For the first half of 1996, oil and gas revenues of $206,000 were
comparable to last year's sales of $194,000. Though production from the
Company's owned and operated wells in West Virginia declined, the average
price increased by $.34 per MCF, resulting in a minor increase in gross
revenues for these wells. Income from the Company's non-operated wells
was comparable with last year's sales. Management believes that average
wellhead prices for oil and natural gas in 1996 will be above the levels
of 1995.
For the first half of 1996, the cost of oil and gas sales of 43%
relative to sales decreased by 21% as compared with the same period last
year which was primarily due to special well repairs for non-operated
wells incurred last year. The depletion rate of 37%, as a percentage of
sales, was comparable with last year's rate of 34%.
General and administrative expenses decreased by $22,000, or 8%, as
compared with last year, primarily due to decreases in accounting and
legal fees offset by employee severance resulting from the relocation of
the Company's executive office to Houston, Texas.
Page 9 of 17 pages
10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any material litigation.
Item 4. Submission of Matters to Vote of Security Holders
On June 25, 1996, the Company held its Annual Meeting of Stockholders for
which proxies were solicited pursuant to Regulation 14. The matters voted upon
were: (1) the election of five directors; (2) the approval of the 1995 Stock
Option Plan; (3) the ratification of the appointment of Arthur Andersen LLP as
independent auditors for the fiscal year 1996; and (4) approval of an amendment
of the Certificate of Incorporation to increase the number of authorized shares
of Common Stock to 15,000,000. The nominees for election as directors were
elected and the other matters proposed were approved by the stockholders by
votes as follows:
(1) Election of Directors For Withheld
--- --------
James E. Gayle 1,684,934 11,473
Martin A. Bell 1,690,747 5,660
J. Morton Davis 1,690,333 6,074
Richard Goldberger 1,694,558 1,849
Leonard Toboroff 1,694,648 1,759
For Against Abstain NonVote
(2) Stock Option Plan 1,163,628 34,047 5,632 493,100
(3) Ratify Auditors 1,692,852 3,092 463 -
(4) Amend Certificate 1,668,699 24,499 2,841 368
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Restated Composite Certificate of Incorporation (filed herewith)
(b) During the quarter ended June 30, 1996, the Company did not file any
Reports on Form 8-K.
Page 10 of 17 pages
11
Exhibit Index
3.1 Restated Composite Certificate of Incorporation
Page 11 of 17 pages
12
Exhibit 3.1 - Page 1
RESTATED COMPOSITE
CERTIFICATE OF INCORPORATION
OF
XPLOR CORPORATION
ARTICLE ONE
The name of the Corporation is Xplor Corporation.
ARTICLE TWO
The address of the registered office of the Corporation in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle. The name of its registered agent at that
address is The Corporation Trust Company.
ARTICLE THREE
The purpose of the Corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware.
ARTICLE FOUR
The Corporation shall have authority to be exercised by the
Board of Directors to issue 15,000,000 shares of common voting stock of the par
value of $.01 per share (the "Common Stock") having an aggregate par value of
$150,000 and 1,000,000 shares of preferred stock of the par value of $.01 per
share (the "Preferred Stock") having and aggregate par value of $10,000. Shares
of the Preferred Stock shall be designated as the Board of Directors may
determine and may be issued in series by Board of Directors as hereinafter
provided in paragraph (d) below. The relative rights and preferences of the
shares of capital stock of the Corporation shall be as follows:
(a) Each holder of Common Stock shall at every meeting of
stockholders of the Corporation be entitled to one vote in person or by proxy
for each share of Common Stock held by such holder and each holder of Preferred
Stock with voting rights shall at every meeting of stockholders of the
Corporation be entitled to one vote in person or by proxy for each share of
Preferred Stock with voting rights held by such holder to the extent of such
rights as specified pursuant to paragraph (c) (vii) below.
(b) Subject to the rights, if any, of the holders of the
Preferred Stock, or any series thereof, the holders of the Common Stock are
entitled to the entire voting power, all dividends declared and paid by the
Corporation and all assets of the Corporation in the event of any liquidation,
dissolution, or winding up of the Corporation.
(c) The Preferred Stock may be divided into and issued from
time to time in one or more series. All shares of the Preferred Stock shall be
of equal rank and shall be identical, except with respect to the particulars
Page 12 of 17 pages
13
Exhibit 3.1 - Page 2
that may be fixed by the Board of Directors as hereinafter provided pursuant to
authority that is hereby expressly vested in the Board of Directors; provided,
however, that each share of a given series of the Preferred Stock shall be
identical in all respects with the other shares of such series. Before any
shares of the Preferred Stock of any particular series shall be issued, the
Board of Directors shall fix and determine, in the manner provided by law, the
following particulars with respect to the shares of such series:
(i) the distinctive designation of such series and the number
of shares of Preferred Stock that shall constitute such series, which number may
be increased (except where otherwise provided by the Board of Directors in
creating such series) or decreased (but not below the number of shares of such
series then issued) from time to time by the Board of Directors by resolution;
(ii) the divided or rate of dividend payable with respect to
shares of Preferred Stock of such series, the time of payment of any dividend,
whether dividends shall be cumulative and, if so, the conditions under which and
the date from which dividends shall be accumulated;
(iii) the redemption provisions applicable to the shares of
Preferred Stock of such series, if any, and if applicable, the time or times
when, the price or prices at which, and the other terms and conditions under
which the shares of Preferred Stock of such series shall be redeemable;
(iv) the amount payable on shares of Preferred Stock of such
series in the event of any voluntary or involuntary dissolution, liquidation or
winding up of the affairs of the Corporation, which shall not be deemed to
include the merger or consolidation of the Corporation or a sale, lease or
conveyance of all or part of the assets of the Corporation;
(v) the purchase, retirement or sinking fund provisions, if
any, for the redemption or purchase of shares of Preferred Stock of such series;
(vi) the rights, if any, of the holders of shares of Preferred
Stock of such series to convert such shares into or exchange such shares for
shares of the Common Stock or shares of any other series of the Preferred Stock
and the terms and conditions of such conversion or exchange;
(vii) subject to paragraph (a) above, the extent of voting
rights of the shares of Preferred Stock of such series or the absence thereof;
and
(viii) such other terms, limitations, rights and preferences,
if any, of such series as the Board of Directors may lawfully fix under the laws
of the State of Delaware as in effect at the time of creation of such series.
ARTICLE FIVE
None of the holders of shares of any class of stock of the
Corporation shall be entitled as matter of right to purchase, subscribe for
Page 13 of 17 pages
14
Exhibit 3.1 - Page 3
any class now or hereafter authorized, or any options or warrants to purchase,
or otherwise acquire any new or additional shares of stock of the Corporation of
subscribe for or otherwise acquire any such new or additional shares, or any
shares, evidences of indebtedness, or any other securities convertible into or
carrying options or warrants to purchase, subscribe for or otherwise acquire any
new or additional shares other than such (if any) as the Board of Directors may
determine from time to time.
ARTICLE SIX
The number of directors which shall constitute the whole Board
of Directors of the Corporation shall be not less than six (6) nor more than ten
(10) and shall be fixed in the By-Laws of the Corporation from time to time.
ARTICLE SEVEN
The power to fill vacancies on the Board of Directors (whether
by reason or resignation or otherwise) shall be vested solely in the Board of
Directors and vacancies may be filled by a majority of the directors then in
office, although less than a quorum, unless all directorships are vacant, in
which case the stockholders shall fill the then existing vacancies.
ARTICLE EIGHT
Special meeting of the stockholders of the Corporation for any
purpose may be called at any time by the Board of Directors, or by a committee
of the Board of Directors which has been duly designated by the Board of
Directors and whose power and authority, as provided in a resolution of the
Board of Directors or in the By-Laws of the Corporation, include the power to
call such meetings, but special meetings may not be called by any other person.
ARTICLE NINE
In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, repeal,
alter, amend and rescind the By-Laws of the Corporation, provided that the Board
of Directors may not amend the By-Laws to increase the number of directors above
ten.
ARTICLE TEN
The election of directors need not be by written ballot unless
required by the By-Laws of the Corporation. Any director may be removed, either
for or without cause, at any time, by the affirmative vote of the holders of
record at least two-thirds (2/3) of the outstanding shares of stock entitled to
vote, and the vacancy in the Board caused by any such removal shall be filled as
provided herein; provided, that where the holders of any class or series are
entitled to elect one or more directors the provisions of this section shall
apply in respect of removal without cause of a director or directors so elected,
to the vote of the outstanding shares of that class or series.
Page 14 of 17 pages
15
Exhibit 3.1 - Page 4
ARTICLE ELEVEN
The Corporation may indemnify, to the fullest extent permitted
by the General Corporation Law of the State of Delaware and as provided in the
By-Laws of the Corporation, any and all persons whom it shall have the power to
indemnify from and against any and all expenses, liabilities or other matters.
ARTICLE TWELVE
Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on
application of any receiver or receivers appointed for this Corporation under
the provisions of section 291 of Title 8 of the Delaware Code, or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors of 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-fourth in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, said compromise or arrangement and 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.
ARTICLE THIRTEEN
The Corporation reserves the right to amend, alter, change or
repeal any provisions contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred on
stockholders herein are granted subject to this reservation. Notwithstanding the
preceding sentence, the provisions of this Certificate of Incorporation relating
to the power to remove directors or to fill vacancies on the Board and
amendments to the By-laws of the Corporation may not be amended without the
affirmative vote of the holders of two-thirds of the shares entitled to vote in
the election of directors.
ARTICLE FOURTEEN
Meetings of stockholders may be held within or without the
State of Delaware, as the By-Laws may provide. The books of the Corporation may
be kept (subject to provisions contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or By-Laws. Election of directors need not be by written
ballot unless the By-Laws of the Corporation so provide.
Page 15 of 17 pages
16
Exhibit 3.1 - Page 5
ARTICLE FIFTEEN
The name and mailing address of the incorporator is Charles A.
Mele, 380 Madison Avenue, New York , New York 10017.
ARTICLE SIXTEEN
A director of this corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for a stock repurchase which is illegal under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit.
Page 16 of 17 pages
17
S I G N A T U R E S
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.
XPLOR CORPORATION
Dated: August 14, 1996 BY: /s/ James E. Gayle
---------------------------
James E. Gayle
(Chief Executive Officer)
Dated: August 14, 1996 BY: /s/ James E. Gayle
---------------------------
James E. Gayle
(Principal Accounting Officer)
Page 17 of 17 pages