SCHEDULE 14C
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[X] Preliminary Information Statement Confidential, for Use of
the Statement Commission
Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
CORSPAN INC.
-----------------------------
(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box)
[X] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set, forth the
amount on which the filing fee is calculated and state how
it was determined)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously 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:
Copies to:
Peter Moulinos, Esq.
Shane Henty Sutton, P.C.
Suite 1600, One Rockefeller Plaza
New York, New York 10020
Telephone: (212) 265-4600
Facsimile: (212) 265-4680
CORSPAN INC.
ONE ROCKEFELLER PLAZA, SUITE 1600
NEW YORK, NEW YORK 10020
Dear Fellow Stockholder:
The purpose of this information statement is to inform
you that on May 30, 2002, the Board of Directors of Corspan
Inc. (the "Company") approved, and recommended that the
Company's Certificate of Incorporation be amended to include,
the following (the "Charter Amendment"):
1. To increase the number of authorized shares of
common stock, par value $0.001 (the "Common Stock"), of the
Company from 25,000,000 shares to 50,000,000 shares; and
2. To authorize 25,000,000 shares of preferred stock,
par value $0.001 (the "Preferred Stock"), of the Company, which
may be issued in one or more series, with such rights,
preferences, privileges and restrictions as shall be fixed by the
Company's Board of Directors from time to time.
In addition, on May 30, 2002, the Board of Directors
of the Company approved, and recommended that the Company's
By-Laws be amended to include, the following (the "By-Laws
Amendment," and together with the Charter Amendment, the
"Amendments"):
The number of directors serving on the Board of
Directors shall be established from time to time by the
Board of Directors, provided that the number shall not be
less than three (3) nor more than twelve (12).
As of May 30, 2002, the holders of 90% of the outstanding
shares of Common Stock executed a written consent adopting
and approving the Amendments. Pursuant to the provisions of
the Delaware General Corporation Law and the Company's
Certificate of Incorporation, the holders of at least a majority
of the outstanding voting shares are permitted to approve
the Amendments by written consent in lieu of a meeting, provided
that prompt notice of such action is given to the other
stockholders of the Company. This written consent assures that
the Amendments will occur without your vote. Pursuant to the
rules and regulations promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), an information statement must
be sent to the holders of voting stock who do not sign the
written consent at least 20 days prior to the effective date of
the action. This notice, which is being sent to all holders of
record on June 12, 2002, is intended to serve as such notice
under Delaware law and as the information statement required by
the Exchange Act.
Furthermore, at the meeting on May 30th 2002, a majority of
shareholders (90%)of Corspan Inc. voted to dispose of its
interest by way of a trade sale in ICM Resource Ltd (ICM) as the
company had been sustaining losses and ICM no longer represents
the company's core value and as such is no longer considered
fundamental to the future of the business on an ongoing basis.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
The date of this information statement is June 12 2002.
This information statement was mailed on or about June 12 2002.
Sincerely,
/s/ Ian Warwick
Chief Executive Officer
<Page>
TABLE OF CONTENTS TO SCHEDULE 14C INFORMATION STATEMENT
Page
INTRODUCTION 1
QUESTIONS AND ANSWERS ABOUT THE AMENDMENTS 2
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
Proposals and Board Recommendation 3
AMENDMENT TO THE BY-LAWS
Proposals and Board Recommendation 7
DESCRIPTION OF SECURITIES 9
Description of Common Stock 9
Description of Preferred Stock 9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT 11
ANNEX A - Form of Certificate of Amendment to
Certificate of Incorporation A-1
ANNEX B - Form of Amendment to By-Laws B-1
<Page>
INTRODUCTION
On May 30th, 2002, the Board of Directors of Corspan
Inc. (the "Company") approved, and recommended that the Company's
Certificate of Incorporation be amended to include, the following
(the "Charter Amendment"):
1. To increase the number of authorized shares of
common stock, par value $0.001 (the "Common Stock"), of the
Company from 25,000,000 shares to 50,000,000 shares; and
2. To authorize 25,000,000 shares of preferred stock,
par value $0.001 (the "Preferred Stock"), of the Company,
which may be issued in one or more series, with such rights,
preferences, privileges and restrictions as shall be fixed
by the Company's Board of Directors from time to time in a
certificate of designations which the Board of Directors
shall have authority to file from time to time as required
by law.
As of May 30th, 2002, the holders of 90% of the
outstanding shares of Common Stock executed a written consent
adopting the Charter Amendment. As of the close of business on
June 11, 2002, Company records indicated that 15,190,000 shares
of its Common Stock were issued and outstanding.
On May 30th, 2002, the Board of Directors of the
Company approved, and recommended that the Company's
By-Laws, which presently limits the number of directors on the
Board to three (3), be amended to include a provision to
allow the number of directors serving on the Board of
Directors to be established from time to time by the Board of
Directors, without the need to obtain the approval of the
Stockholders, provided that such number shall not be less than
three (3) nor more than twelve (12) (the "By-Laws Amendment,"
and together with the Charter Amendment, the "Amendments").
As of May 30th, 2002, the holders of 90% of the
outstanding shares of Common Stock executed a written consent
adopting the By-Laws Amendment.
This information statement is being mailed on or about June
12th 2002 to holders of record of Common Stock at the close of
business on June 12th, 2002, pursuant to Section 14(c) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and Regulation 14C promulgated thereunder. Pursuant to federal
securities laws, the Amendments will not be effective until
twenty (20) days following the mailing of this information
statement or shortly thereafter.
Furthermore, at the meeting on May 30th 2002, a majority of
shareholders (90%)of Corspan Inc. voted to dispose of its
interest by way of a trade sale in ICM Resource Ltd (ICM) as the
company had been sustaining losses and ICM no longer represents
the company's core value and as such is no longer considered
fundamental to the future of the business on an ongoing basis.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
-1-
QUESTIONS AND ANSWERS ABOUT THE AMENDMENTS
Q. Why did I receive this Information Statement?
A. Applicable laws require us to provide you information
regarding the Amendments even though your vote is neither
required nor requested for the Amendments to become
effective.
Q. What will I receive if the Amendments are completed?
A. Nothing. The Amendments will only modify the Certificate of
Incorporation and the By-Laws.
Q. When do you expect the Amendments to become effective?
A. The Charter Amendment will become effective upon the filing
of the Charter Amendment with the Delaware Secretary of
State. The By-Laws Amendment will become effective twenty
(20) days following the mailing of this information
statement. Copies of the Form of Charter Amendment and the
Form of By-Laws Amendment are attached to this information
statement as Annex A and Annex B, respectively. We expect
to file the Charter Amendment with the Delaware Secretary of
State at least 20 days after this information statement has
been sent to you.
Q. Why am I not being asked to vote?
A. The holders of a majority of the issued and outstanding
shares of Common Stock have already approved the Amendments
pursuant to a written consent in lieu of a meeting. Such
approval, together with the approval of the Company's Board
of Directors, is sufficient under Delaware law, and no
further approval by our stockholders is required.
Q. What do I need to do now?
A. Nothing. This information statement is purely for your
information and does not require or request you to do
anything.
Q. Whom can I call with questions?
A. If you have any questions about the Amendments, please
contact Bernard Ross at (011) 44 1925 846 708.
For more detailed information about the Company, including
financial statements, you may refer to the Company's Form 10-KSB,
filed with the SEC on September 13th 2001, or the Company's
Forms 10-QSB filed with the SEC on December 17th, 2001, March
19, 2002. These documents are available on the SEC's EDGAR
database at www.sec.gov or can be requested without
cost by Bernard Ross at (011) 44 1925 846 708.
-2-
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
Proposals and Board Recommendation
On May 30th, our Board of Directors, believing it to be
in the best interests of the Company and its stockholders,
approved, and recommended that the stockholders of the Company
approve, the Charter Amendment. The Charter Amendment is
reflected in the Form of Certificate of Amendment to Certificate
of Incorporation (the "Form of Charter Amendment") which is
attached hereto as Annex A, and incorporated herein by reference.
The authorization of additional shares of Common Stock and
Preferred Stock will allow the Company to proceed with potential
equity financings which are under negotiation as of the date
hereof. At this stage of negotiation, the Company does not know
(i) whether such equity financings may require the issuance of
Common Stock, Preferred Stock or both or (ii) the aggregate
number of shares such equity financings may require. In
addition, the authorization of additional shares of Common Stock
and Preferred Stock, and the authorization of the Board of
Directors to create and issue various series of Preferred Stock
without additional stockholder approval, will provide the Company
the flexibility to seek additional capital through equity
financings in a competitive environment from time to time in the
future and to use equity, rather than cash, to complete
acquisitions, from time to time in the future. As of the date
hereof, the Company has no commitments, arrangements or
understandings with respect to the issuance of the additional
Common Stock or Preferred Stock it is seeking to authorize. The
Company has no understandings or agreements at this time with
regard to any acquisitions.
(A) Increase in Authorized Common Stock of the Company.
The Company's Certificate of Incorporation currently authorizes
the Company to issue up to 25,000,000 shares of Common Stock. As
of 11th June, 2002, Company records indicate that the Company
had issued and outstanding 15,190,000 shares of Common Stock.
As a result, the number of authorized, non-designated shares of
Common Stock available for issuance by the Company in the
future has been reduced, and the Company's flexibility with
respect to possible future stock splits, equity financings,
stock-for-stock acquisitions, stock dividends or other
transactions that involve the issuance of Common Stock has been
severely diminished. The proposed increase of authorized
shares will increase the total number of shares of unissued and
unreserved authorized shares of Common Stock from 9,810,000
shares to 34,810,000 shares, an increase which the Board of
Directors believes will improve the Company's flexibility to
take such actions.
-3-
(B) Authorization of "Blank Check" Preferred Stock. The
term "blank check" preferred stock refers to stock for which the
designations, preferences, conversion rights, cumulative,
relative, participating, optional or other rights, including
voting rights, qualifications, limitations or restrictions
thereof are determined by the Board of Directors of a company.
Upon the effectiveness of the Charter Amendment, the Board of
Directors of the Company will be entitled to authorize the
designation and issuance of up to 25,000,000 shares of Preferred
Stock in one or more series with such limitations and
restrictions as may be determined in the sole discretion of the
Company's Board of Directors, with no further authorization by
stockholders required for the creation and issuance thereof, when
required by law and in accordance with the provisions of Section
151 of the General Corporation Law of the State of Delaware, the
Board of Directors of the Company shall have the express
authority to execute, acknowledge and file a certificate of
designations setting forth, any and all powers, designations,
preferences, rights, qualifications, limitations or restrictions
on the preferred stock. The Board of Directors believes that
having such blank check preferred stock available for, among
other things, proposed financing transactions, as well as
possible issuances in connection with such activities as public
or private offerings of shares for cash, dividends payable in
stock of the Company, acquisitions of other companies or
businesses, and otherwise, is in the best interest of the Company
and its stockholders.
Rights and Preferences With Respect to Common Stock. If the
Company issues Preferred Stock, such Preferred Stock will include
certain designations, preferences, conversion rights, cumulative,
relative, participating, optional or other rights, including
voting rights, qualifications, limitations or restrictions, any
of which may dilute the voting power and economic interest of the
holders of the Common Stock. For example, in a liquidation, the
holders of the Preferred Stock may be entitled to receive a
certain amount per share of Preferred Stock before the holders of
the Common Stock receive any distribution. In addition, the
holders of Preferred Stock may be entitled to a certain number of
votes per share of Preferred Stock and such votes may dilute the
voting rights of the holders of Common Stock when the Company
seeks to take corporate action. Furthermore, Preferred Stock
could be issued with certain preferences over the holders of
Common Stock with respect to dividends or the power to approve
the declaration of a dividend. The aforementioned are only
examples of how shares of Preferred Stock, if issued, could
dilute the interests of the holders of Common Stock.
-4-
Approval by Stockholders. As of 11th June, 2002, the
Company had 15,190,000 shares of its Common Stock issued and
outstanding. As of this same date, stockholders representing
13,550,000 shares of Common Stock, or approximately 90% of
the issued and outstanding shares of Common Stock, approved
the proposals to amend the Company's Certificate of
Incorporation to: (i) increase the number of authorized shares of
Common Stock of the Company to 50,000,000 shares from 25,000,000
shares; and (ii) authorize a class of blank check Preferred
Stock, par value $0.001, of the Company, consisting of
25,000,000 authorized shares, which may be issued in one or
more series, with such rights, preferences, privileges and
restrictions as shall be fixed by the Company's Board of
Directors from time to time. The full text of the Charter
Amendment is reflected in the Form of Charter Amendment which
is attached as Annex A of this information statement.
Pursuant to the provisions of Delaware law and the Company's
Certificate of Incorporation, the holders of at least a majority
of the outstanding voting shares are permitted to approve the
Charter Amendment by written consent in lieu of a meeting,
provided that prompt notice of such action is given to the other
stockholders. Pursuant to the rules and regulations promulgated
by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), an
information statement must be sent to the holders of voting stock
who do not sign the written consent at least 20 days prior to the
effective date of the action. This notice, which is being sent
to all holders of record on June 9, 2002, is intended to serve as
such notice under Delaware law and as the information statement
required by the Exchange Act.
Possible Anti-Takeover Effect. In addition to financing
purposes, the Company could also issue shares of Common Stock or
Preferred Stock that may, depending on the terms of such series,
make more difficult or discourage an attempt to obtain control of
the Company by means of a merger, tender offer, proxy contest or
other means. When, in the judgment of the Board of Directors,
this action will be in the best interest of the stockholders and
the Company, such shares could be used to create voting or other
impediments or to discourage persons seeking to gain control of
the Company. Such shares also could be privately placed with
purchasers favorable to the Board of Directors in opposing such
action. In addition, the Board of Directors could authorize
holders of a series of Common or Preferred Stock to vote either
separately as a class or with the holders of the Company's Common
Stock, on any merger, sale or exchange of assets by the Company
or any other extraordinary corporate transaction. The existence
-5-
of the additional authorized shares could have the effect of
discouraging unsolicited takeover attempts. The issuance of new
shares also could be used to dilute the stock ownership of a
person or entity seeking to obtain control of the Company should
the Board of Directors consider the action of such entity or
person not to be in the best interest of the stockholders of the
Company. The issuance of new shares also could be used to
entrench current management or deter an attempt to replace the
Board of Directors by diluting the number or rights of shares
held by individuals seeking to control the Company by obtaining a
certain number of seats on the Board of Directors.
The Company anticipates that the Charter Amendment will be
effective 20 days after the mailing of this Information
Statement; that is, it will be effective on approximately July
2, 2002 or shortly thereafter.
THE CHARTER AMENDMENT HAS NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION PASSED UPON THE FAIRNESS OR MERIT OF THE
CHARTER AMENDMENT NOR UPON THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED IN THIS INFORMATION STATEMENT. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
PLEASE NOTE THAT THIS IS NEITHER A REQUEST FOR YOUR VOTE NOR
A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED
TO INFORM YOU OF THE AMENDMENT THAT WILL OCCUR IF THE AMENDMENTS
ARE COMPLETED AND TO PROVIDE YOU WITH INFORMATION ABOUT THE
AMENDMENT AND THE BACKGROUND OF THESE TRANSACTIONS.
-6-
AMENDMENT TO THE BY-LAWS
PROPOSALS AND BOARD RECOMMENDATION
On May 30th, 2002, our Board of Directors, believing it to
be in the best interests of the Company and its
stockholders, approved, and recommended that the stockholders of
the Company approve, the By-Laws Amendment. The By-Laws
Amendment is reflected in the Form of Amendment to By-Laws (the
"Form of By-Laws Amendment") which is attached hereto as
Annex B, and incorporated herein by reference.
Prior to the By-Laws Amendment, the By-Laws limited the
number of directors on the Board of Directors to three (3) and
the Board of Directors consisted of three (3) directors. Such
limitation has prevented the Company from offering new investors
an opportunity to serve as members of the Board of Directors
without the prior resignation from the Board of Directors of its
preexisting members or amendment to the By-Laws by the Company's
stockholders.
The Board of Directors determined that it is in the best
interest of the Company to provide the Board of Directors with
the ability to increase the number of directors in its sole
discretion, without the need to seek stockholder approval, since
the Company may be obligated to do so in connection with
potential financings, joint ventures or other arrangements in a
competitive environment. In addition, the Company may desire to
appoint to the Board of Directors individuals with certain
specialized experience whose expertise may allow the Board of
Directors to better manage the Company. As of the date hereof,
neither the Board of Directors nor the Company has approved the
addition to the Board of Directors of any specific individuals.
Approval by Stockholders. As of June 11th, 2002, the
Company had 15,190,000 shares of its Common Stock issued and
outstanding. As of this same date, stockholders representing
approximately 13,550,000 shares of Common Stock, or approximately
90% of the issued and outstanding shares of Common Stock,
approved the By-Laws Amendment. Pursuant to the provisions of
Delaware law and the Company's By-Laws, the holders of at least
a majority of the outstanding voting shares are permitted to
approve the By-Laws Amendment by written consent in lieu of a
meeting, provided that prompt notice of such action is given to
the other stockholders. Pursuant to the rules and
regulations promulgated by the Securities and Exchange
Commission under the Exchange Act, an information statement
must be sent to the holders of voting stock
-7-
who do not sign the written consent at least 20 days prior to the
effective date of the action. This notice, which is being sent
to all holders of record on June 12th, 2002, is intended to serve
as such notice under Delaware law and as the information
statement required by the Exchange Act.
Possible Anti-Takeover Effect. In addition to providing the
Board of Directors with the ability to allow, from time to time,
new investors an opportunity to designate members of the Board of
Directors, the By-Laws Amendment may also allow the Board of
Directors the ability to dilute the control or influence that
certain members of the Board of Directors may obtain by adding
additional members of whom it approves.
The Company anticipates that the By-Laws Amendment will be
effective 20 days after the mailing of this Information
Statement, July 1 2002 or shortly thereafter.
THE BY-LAWS AMENDMENT HAS NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION PASSED UPON THE FAIRNESS OR MERIT OF THE
BY-LAWS AMENDMENT NOR UPON THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED IN THIS INFORMATION STATEMENT. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
PLEASE NOTE THAT THIS IS NEITHER A REQUEST FOR YOUR VOTE NOR
A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED
TO INFORM YOU OF THE AMENDMENT THAT WILL OCCUR IF THE AMENDMENT
IS COMPLETED AND TO PROVIDE YOU WITH INFORMATION ABOUT THE
AMENDMENTS AND THE BACKGROUND OF THESE TRANSACTIONS.
-8-
DESCRIPTION OF SECURITIES
Description of Common Stock
Number of Authorized and Outstanding Shares. After adoption
of the Charter Amendment, the Company's Certificate of
Incorporation will authorize the issuance of 50,000,000 shares of
Common Stock, $0.001 par value per share, of which 15,190,000
shares were outstanding on June 11th, 2002. All of the
outstanding shares of Common Stock are fully paid and
non-assessable.
Voting Rights. Holders of shares of Common Stock are
entitled to one vote for each share on all matters to be voted on
by the stockholders. Holders of Common Stock have no cumulative
voting rights. Accordingly, the holders of in excess of 50% of
the aggregate number of shares of Common Stock outstanding will
be able to elect all of the directors of the Company and to
approve or disapprove any other matter submitted to a vote of all
stockholders.
Other. Holders of Common Stock have no preemptive rights to
purchase the Company's Common Stock. There are no conversion
rights or redemption or sinking fund provisions with respect to
the Common Stock.
Transfer Agent. Shares of Common Stock are registered at
the transfer agent and are transferable at such office by the
registered holder (or duly authorized attorney) upon surrender of
the Common Stock certificate, properly endorsed. No transfer
shall be registered unless the Company is satisfied that such
transfer will not result in a violation of any applicable federal
or state securities laws. The Company's transfer agent for its
Common Stock is Liberty Transfer Company, 274B New York Avenue,
Huntington, New York 11743, Attention: Lisa Conger.
Description of Preferred Stock
Number of Authorized Shares. After adoption of the Charter
Amendment, the Company's Certificate of Incorporation will
authorize the issuance of up to 25,000,000 shares of preferred
stock, par value $0.001 per share ("Preferred Stock") in one or
more series with such limitations and restrictions as may be
determined in the sole discretion of the Company's Board of
Directors, with no further authorization by stockholders required
-9-
for the creation and issuance thereof. Shares of Preferred Stock
will be registered on the books of the Company. The Company
currently anticipates that the Preferred Stock will not be
registered with the SEC pursuant to the Exchange Act. No
transfer shall be registered unless the Company is satisfied that
such transfer will not result in a violation of any applicable
federal or state securities laws.
-10-
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding
the beneficial ownership of Common Stock, as of June 11th, 2002,
by (i) each person who is known by the Company to beneficially
own 5% or more of the Common Stock, (ii) each director or
executive officer of the Company, and (iii) all directors and
executive officers of the Company as a group.
Amount of Percentage of
Beneficial Beneficial
Name and Address Ownership Ownership(1)
of Beneficial Owner
DBP Holdings Ltd.(2) 9,450,000 63%
Picturesque Limited (3) 4,050,000 27%
All Executive Officers and 4,050,000 27%
Directors as a group
(3 persons)
__________________________
(1) Based on a total of 15,190,000 shares of Common Stock
outstanding as of June 11th, 2002.
(2) The address of the beneficial owner is One Rockefeller
Plaza, Suite 1600, New York, New York 10020.
(3) The address of the beneficial owner is Suite 2B,
International House, Bell Lane, Gibraltar
-12-
ANNEX A
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
CORSPAN INC.
Corspan INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State
of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, at
a meeting duly convened and held, adopted the following
resolution:
RESOLVED, that the Certificate of Incorporation be
amended by changing the article thereof numbered
"FOURTH" so that, as amended, said article shall be and
read as follows:
"FOURTH. The total number of shares of
all classes of capital stock which the
corporation shall have the authority to issue
is 75,000,000 shares consisting of: (1)
50,000,000 shares of Common Stock, par value
$0.001 per share and (2) 25,000,000 shares of
Preferred Stock, par value $0.001 per share.
The Preferred Stock shall be issuable in one
or more series with such powers,
designations, preferences, rights,
qualifications, limitations or restrictions
as may be determined in the board's sole
discretion, with no further authorization by
stockholders required for the creation and
issuance thereof. When required by law and
in accordance with the provisions of Section
151 of the General Corporation Law of the
State of Delaware, the board shall have the
express authority to execute, acknowledge and
file a certificate of designations,
preferences, rights, qualifications,
limitations or restrictions of the Preferred
Stock."
SECOND: That said amendment has been consented to and
authorized by the holders of a majority of the issued and
outstanding stock entitled to vote by a written consent given in
accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of Sections 242 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this
Certificate of Amendment to Certificate of Incorporation to be
signed by its Chief Executive Officer this June 12th, 2002.
_________________________
Ian Warwick
Chief Executive Officer
A-1
ANNEX B
AMENDMENT
TO
BY-LAWS
OF
CORSPAN INC.
CORSPAN INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State
of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, at
a meeting duly convened and held, adopted the following
resolution:
RESOLVED, that the By-Laws be amended by changing
Section 1 of Article IV thereof so that, as amended,
such Section 1 shall be and read as follows:
Section 1. The business and affairs of the
corporation shall be managed by, or under the
direction of, its Board of Directors
consisting of such number of directors as
shall be established from time to time by
resolution adopted by the affirmative vote of
a majority of the entire Board of Directors,
provided that the number shall not be less
than three (3) nor more than twelve (12). A
director shall hold office until the next
annual meeting of stockholders and until his
successor shall be elected and shall qualify,
subject, however, to his prior death,
resignation, retirement, disqualification or
removal from office. Any director elected to
fill a vacancy not resulting from an increase
in the number of directors shall have the
same remaining term as that of his
predecessor. The directors need not be
residents of this state or stockholders in
the corporation.
SECOND: That said amendment has been consented to and
authorized by the holders of a majority of the issued and
outstanding stock entitled to vote by a written consent given in
accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this
Amendment to By-Laws to be signed by its Chief Executive Officer
this June 12th 2002.
_________________________
Ian Warwick
Chief Executive Officer
B-1