SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
|_| Preliminary Information Statement
|X| Definitive Information Statement
ORGANETIX, INC.
(Name of Registrant As Specified In Charter)
Not Applicable
(Name of Person(s) Filing the Information Statement if other than Registrant)
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:
Common Stock, par value $0.0001 per share
2) Aggregate number of securities to which transaction applies:
84,819,590 shares of Common Stock
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
|_| 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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ORGANETIX, INC.
603 - 7th Avenue S.W.
Calgary, Alberta
Canada T2P 2T5
Notice of Written Consent of Stockholders
December 27, 2004
Stockholders of ORGANETIX, INC.
This Information Statement is circulated to advise the stockholders of
action already approved and taken by written consent of the stockholders who
collectively hold a majority of the voting power of our capital stock.
Therefore, this Information Statement is being sent to you for informational
purposes only.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
The actions that were taken on December 8, 2004:
1. Effected an amendment of the Company's Articles of Incorporation
increasing the number of authorized shares of Common Stock from
100,000,000 to 150,000,000.
Attached hereto for your review is an Information Statement relating to
the above-described actions.
By Order of the Board of Directors,
/s/ L. B. (Brad) Clarke
--------------------------------------------
L. B. (Brad) Clarke, President and Director
December 27, 2004
Calgary, Alberta
Canada
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ORGANETIX, INC.
INFORMATION STATEMENT
This Information Statement, which is being mailed to stockholders on or about
December 27, 2004, is furnished in accordance with the requirements of
Regulation 14C promulgated under the Securities Exchange Act of 1934, as
amended, by the management of Organetix, Inc. (the "Company"), a Delaware
corporation, for use in connection with certain actions that were taken by the
written consent by the holders of the majority of the outstanding voting capital
stock of the Company.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS
AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER
ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
NOTICE IS HEREBY GIVEN that the following actions taken pursuant to the
written consent of the holders of the majority of the outstanding voting capital
stock of the Company in lieu of a special meeting of the stockholders on
December 8, 2004:
1. Effected an amendment of the Company's Articles of Incorporation
increasing the number of authorized shares of Common Stock from
100,000,000 to 150,000,000.
THE APPROXIMATE DATE OF MAILING OF
THIS INFORMATION STATEMENT IS DECEMBER 27, 2004
Stockholders of record at the close of business on November 30, 2004 (the
"Record Date") are entitled to notice of the action. As of the Record Date, our
authorized capitalization consisted of 100,000,000 shares of common stock, par
value $0.0001 per share (the "Common Stock"), of which 84,819,590 shares were
issued and outstanding. Each share of our common stock entitles its holder to
one vote on each matter submitted to the stockholders. However, because the
stockholders holding at least a majority of the voting rights of all outstanding
shares of capital stock as of the Record Date have voted in favor of the
foregoing actions by resolution; and having sufficient voting power to approve
such proposals through their ownership of the capital stock, no other consents
have been solicited in connection with this Information Statement.
This Information Statement will serve as written notice to stockholders
pursuant to the Delaware General Corporation Law.
Our stockholders are not entitled to appraisal rights under the Delaware
General Corporation Law in connection with the reverse stock split or the
transfer of all assets and liabilities.
CURRENT INFORMATION REGARDING THE COMPANY
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OVERVIEW
Organetix is a biotechnology company that has the exclusive worldwide
license for the formula of a proprietary medical discovery relating to the
liver. Organetix will patent, research, develop, produce and sell this
proprietary liver product initially as a nutraceutical. This liver product has
been used specifically to treat patients with Hepatitis C. Limited research
shows that the product regenerates liver tissue thus allowing the liver to begin
functioning again despite years of damage from the virus. Therefore, this
product may be useful for treating all liver disorders including cirrhosis and
may someday eliminate most liver transplants. Much like insulin being used for
diabetes, this proprietary liver product does not cure Hepatitis C but has the
capability of regenerating the liver.
Management, together with research and medical advisors are reporting that
the formula, in the limited tests conducted to date, eliminates most of the
symptoms of Hepatitis C quickly and effectively without any known side effects.
The liver product will directly compete in a billion dollar market that
currently exists around the world. Additional testing will be ongoing. Analog
products will also be evaluated.
Organetix will specialize in researching, developing and patenting
bioactive compounds and their unique formulas and processes from plants having a
unique history of medicinal use. We feel that Nutraceuticals and Bioceuticals
are the foundations for the new and exciting drugs to be discovered in the 21st
Century.
The following describes the Company's immediate priorities:
o Register patents and research synthesis of the existing
nutraceuticals and bioceuticals from the licensed liver product;
o Complete a larger clinical study of Hepatitis C patients suffering
from severe symptoms and late stages of liver disease;
o Sub-license, market and distribute the licensed liver products with
strategic partners;
o Develop new nutraceuticals and bioceuticals from the licensed liver
product.
RESULTS OF OPERATIONS
We are currently in the development stage and have generated no revenues
to date. Our activities from inception to date were related to our formation,
preparation of our business model, arranging and planning financing and the
acquiring all rights, title and interest in the A4+L compound. During 2003 the
Company completed a reverse acquisition of Diamond International Group Inc.,
changed its name to Organetix, Inc., changed its OTC-BB symbol to OGTX and began
a new harvest of materials necessary to begin formulating new bulk inventories
of the A4+L liver product in 2004. We have financed our operations to date
through the sale of our securities and affiliates of our shareholders have
provided administrative services for which we have been billed.
Operating costs for the period from inception to September 30, 2004
aggregated $1,216,938. This includes costs incurred in research and development
of $529,901, operating expenses for our research facility in Peru of $111,930
and fees paid to various professionals for research as well as to our attorneys
and accountants in the collective amount of $282,034. As a result of the above
we realized a cumulative loss of $1,216,938 or $.02 per share.
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Operating costs for the nine-month period ended September 30, 2004
aggregated $822,256. This includes costs incurred in research and development of
$410,675, operating expenses for our research facility in Peru of $68,670 and
fees paid to various professionals for research as well as to our attorneys and
accountants in the collective amount of $157,065. As a result of the above we
realized a loss of $822,256 for the nine-month period ended September 30, 2004
or $.01 per share.
Organetix, Inc.'s Board of Directors has appointed Dr. Jose Cabanillas to
serve as Executive Vice President of Research and Development. Dr. Cabanillas
has been a speaker at conferences and seminars and has several credited
publications in relevant journals. Using Integrative Medicine, his practice
incorporates both modern biomedicine and natural healing methods. Dr.
Cabanillas, through a variety of roles, has in the past been active with the
University of British Columbia in Vancouver, Canada. He recently lectured to
Cornell University's pre-med students at their bio-diversity laboratory in Punta
Cana, Dominican Republic.
In addition, Organetix, Inc.'s Board of Directors has appointed Mr. Robert
Howell to serve as Executive Vice President and Chief Financial Officer. Mr.
Howell is a senior executive with extensive management experience in all key
areas of running first class organizations. He has provided leadership for
corporate strategic planning, acquisitions, and the development of critical
partnerships and has participated in all operational improvement projects. In
his recent past, Mr. Howell had been President, CEO, COO, and earlier in his
past was the Vice President of Finance and Treasurer/Secretary of a national
private company with over $80 million in sales per year. Some of his
accomplishments included building and leading a team that took a company from $5
million in sales and 25 employees to a group of companies with $80 million in
sales and over 250 employees. Profitability increased 5 - 9 times. He
formulated, developed and created an infrastructure which included new software
technology and five new buildings. Mr. Howell headed up a team to write and
execute a strategic five-year business plan, offering memorandums and financing
proposals. These new initiatives were used to formalize more products and to
develop and implement a corporate governance/risk analysis strategy which
resulted in a more productive approach to risk management. Mr. Howell was
admitted into the Society of Management Accountants of Alberta in 1982.
Organetix, Inc. has also appointed Mr. Dennis Chan to serve as an
Executive Assistant. Mr. Chan has over 12 years of business experience in the
pharmaceutical, information technology (IT) and oil and gas industries. He
gained international business experience working in Asia for Merck Sharp and
Dohme (Merck & Co.) where he assisted in setting up six Asian offices in
countries including China, Korea and the Philippines. Returning to North
America, Mr. Chan joined Trans Canada Corp., a leading North American energy
company with over 2,300 employees where he was responsible for strategic
planning of their IT infrastructure, and integrating systems and processes of
merged and acquired companies. In addition, he structured numerous vendor
agreements and managed a portion of Trans Canada's IT outsourcing contract,
which was awarded to IBM. Mr. Chan has a wealth of cross-discipline experience
and is very adaptive to new environments and cultures. Mr. Chan graduated with a
Bachelor of Commerce degree from the University of Calgary.
The Company has already commenced the phytochemistry and the technology
processes relating to the A4+L product.
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Completion of Ten-Patient Study in Peru
In June 2004, we completed a study to determine the effectiveness of its
A4+L Liver Product on the quality of life of Hepatitis C patients. The study was
designed by independent doctors in the United States and Peru and was conducted
in Peru. Based on the results reported by the doctors, who tested and examined
the patients, we decided that there was significant success in the areas of
depression, health-related quality of life burden, clinical symptoms and
nutritional status to continue further research and development of the A4+L
Liver Product. Our medical advisors and consultants continue to review the data
from the study and hope to have a placebo controlled long term study underway as
soon as practicable considering our financial limitations at this time.
The study reported a significant increase in the prothrombin activity and
the serum cholinesterase, which suggests increased protein synthesis by the
liver and a decrease in the degradation of the liver. Clinical research suggests
it is regenerating liver tissue thus allowing the liver to begin functioning
again despite years of damage from the virus.
As quoted by Dr. Joseph Nystrom, Chief of Staff Elect at the East Pasco
Medical Center, located in the Tampa Bay Metropolitan area: "In summary, the
Nutraceutical Product A4+L has enormous potential as therapy for emotional and
physical suffering of the burgeoning number of Hepatitis C sufferers. A larger
placebo controlled long-term study is warranted. Further study of A4+L may
reveal it to be useful in other disease processes as well."
LIQUIDITY AND CAPITAL RESOURCES
From inception through September 30, 2004, net cash used to fund operating
activities totaled $1,102,889, net cash utilized by investing activities totaled
$180,000 and net cash provided by financing activities totaled $1,330,866. For
the nine-month period ended September 30, 2004, net cash used to fund operating
activities totaled $913,364 and net cash provided by financing activities
totaled $805,106.
We have not generated revenues and have financed its operations to date
through the sale of securities and has received $965,106 from such sales from
inception to September 30, 2004. To date, we have also paid $150,000 towards its
license for the A4+L compound. As a result, cash on hand was $47,977 as of
September 30, 2004.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Company's discussion and analysis of its financial condition and
results of operations are based upon its financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires the
Company to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. On an on-going basis, the Company evaluates its
estimates, including those related to bad debts, income taxes and contingencies
and litigation. The Company bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.
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Market For Common Equity And Other Stockholder Matters
Our common stock is trading on the OTC Bulletin Board under the symbol
"OGTX". Inclusion on the OTC Bulletin Board permits price quotation for our
shares to be published by such service.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors of the Company (the "Board") believes that the
stockholders of the Company will benefit from the increase of the authorized
number of shares as it will allow the Company to explore a variety of financing
options.
DESCRIPTION OF SECURITIES
The following is a summary description of our capital stock. General Our
authorized capital stock consists of 150,000,000 shares of common stock, par
value $.0001 per share. Common Stock The holders of our common stock are
entitled to one vote for each share held of record on all matters submitted to a
vote of stockholders. Our articles of incorporation and by-laws do not provide
for cumulative voting rights in the election of directors. Accordingly, holders
of a majority of the shares of our common stock entitled to vote in any election
of directors may elect all of our directors standing for election. Holders of
our common stock are entitled to receive ratably such dividends as may be
declared by the Board out of funds legally available therefor. In the event of
our liquidation, dissolution or winding up, holders of common stock are entitled
to share ratably in the assets remaining after payment of liabilities. Holders
of common stock have no preemptive, conversion or redemption rights. All of the
outstanding shares of common stock are fully-paid and non-assessable.
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MANAGEMENT
Directors and Executive Officers
The following sets forth the age and position held by our directors and
executive officers as of the date of this information statement: Name Age
Positions and Offices Held
Brad Clarke 49 President and Chairman of the Board
Robert Howell 49 Executive Vice President and Chief Financial Officer
Dr. Jose Cabanillas 49 Executive Vice President of Research and Development
BOARD COMMITTEES
Our Board has established no committees. Compliance with Section 16(a) of the
Securities Exchange Act of 1934 Section 16(a) of the Securities Exchange Act of
1934, as amended, requires the Company's executive officers and directors and
persons who own more than 10% of a registered class of the Company's equity
securities, to file with the Securities and Exchange Commission (hereinafter
referred to as the "Commission") initial statements of beneficial ownership,
reports of changes in ownership and annual reports concerning their ownership,
of Common Stock and other equity securities of the Company on Forms 3, 4, and 5,
respectively. Executive officers, directors and greater than 10% stockholders
are required by Commission regulations to furnish the Company with copies of all
Section 16(a) reports they file. All of the Company's executive officers,
directors and greater than 10% beneficial owners of its common Stock, have
complied with Section 16(a) filing requirements applicable to them during the
Company's most recent fiscal year.
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SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth, as of December 13, 2004, the Record Date, the
shares of our voting capital stock beneficially owned by each person, including
management, known to us to be the beneficial owner of more than 5% of the
outstanding shares of common stock. This does not include shares of preferred
stock converted into common shares subsequent to the Record Date.
All persons named in the table have the sole voting and dispositive power,
unless otherwise indicated, with respect to common stock beneficially owned.
Beneficial ownership of shares of common stock that are acquirable within 60
days upon the exercise or conversion of convertible securities are listed
separately, and for each person named in the table, the calculation of percent
of class gives effect to those acquirable shares.
Number of Shares of
Name of Beneficial Owner/ Common Stock % of Beneficial
Identity of Group Beneficially Owned Ownership
- ----------------------------- ------------------- --------------------
AMMA Corporation 46,200,000 54%
Stanley Druckenmiller 4,400,000 5%
Dr. Jose Cabanillas 4,400,000 5%
Robert Howell1 968,000 1%
Brad Clarke2 0 0%
All Executive Officers and
Directors as a Group 47,168,000 55%
(1) Mr. Robert Howell, the Company's Chief Financial Officer, personally owns
88,000 shares of the Company's common stock. Mr. Howell is also the principal of
1047819 Alberta Ltd which holds an additional 880,000 shares of the Company's
common stock.
(2) Mr. Brad Clarke, an officer and director of the Company, does not directly
own any shares of the Company. However, Mr. Clarke is the principal shareholder
of AMMA Corporation which owns 46,200,000 shares of the Company and Mr. Clarke
is also the principal shareholder of Lennox Resources Ltd. which owns 1,120,000
shares of the Company.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b)(7) of the Delaware General Corporation Law enables a
corporation in its original certificate of incorporation or an amendment to
eliminate or limit the personal liability of a director to a corporation or its
stockholders for violations of the director's fiduciary duty, except:
o for any breach of a director's duty of loyalty to the corporation or
its stockholders;
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o for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
o pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payment of dividends or unlawful stock
purchases or redemptions); or
o for any transaction from which a director derived an improper
personal benefit. Our certificate of incorporation provides in
effect for the elimination of the liability of directors to the
extent permitted by the Delaware General Corporation Law.
Section 145 of the Delaware General Corporation Law provides, in summary,
that directors and officers of Delaware corporations are entitled, under certain
circumstances, to be indemnified against all expenses and liabilities (including
attorney's fees) incurred by them as a result of suits brought against them in
their capacity as a director or officer, if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, if they
had no reasonable cause to believe their conduct was unlawful; provided, that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, they
are fairly and reasonably entitled to indemnity for such expenses which the
court shall deem proper. Any such indemnification may be made by the corporation
only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnitee has met the applicable standard of conduct. Our bylaws entitle
our officers and directors to indemnification to the fullest extent permitted by
the Delaware General Corporation Law.
We have agreed to indemnify each of our directors and certain officers
against certain liabilities, including liabilities under the Securities Act of
1933. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described above, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING INFORMATION
This Information Statement contains forward-looking statements. Certain
matters discussed herein are forward-looking statements within the meaning of
the Private Litigation Reform Act of 1995. Certain, but not necessarily all, of
such statements can be identified by the use of forward-looking terminology,
such as "believes," "expects," "may," "will," "should," "estimates" or
"anticipates" or the negative thereof or comparable terminology. All
forward-looking statements involve known and unknown risks, uncertainties and
other factors, which may cause the actual transactions, results, performance or
achievements of the company to be materially different from any future
transactions, results, performance or achievements expressed or implied by such
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forward-looking statements. These may include, but are not limited to matters
described in this Information Statement and matters described in "Note on
Forward-Looking Statements" in our Annual Report on Form 10-KSB/A for the year
ended December 31, 2003 and our Quarterly Reports on Forms 10-QSB for the first
three quarters of fiscal year 2004. Although we believe the expectations
reflected in such forward-looking statements are based upon reasonable
assumptions and business opportunities, we can give no assurance that our
expectations will be attained or that any deviations will not be material. We
undertake no obligation to publicly release the result of any revisions to these
forward-looking statements that may be made to reflect any future events or
circumstances.
ADDITIONAL INFORMATION
If you have any questions about the actions described above, you may
contact William S. Rosenstadt of Rubin, Bailin, Ortoli LLP, 405 Park Avenue, New
York, New York 10022.
We are subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance with the requirements thereof, file
reports, proxy statements and other information with the Securities and Exchange
Commission ("SEC"). Copies of these reports, proxy statements and other
information can be obtained at the SEC's public reference facilities at
Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C., 20549.
Additionally, these filings may be viewed at the SEC's website at
http://www.sec.gov.
We filed our annual report for the fiscal year ended December 31, 2003 on
Form 10-KSB/A, the quarterly reports on Forms 10-QSB for the first three
quarters of fiscal year 2004 and a current report on Form 8-K with the SEC. A
copy of any of those reports (except for certain exhibits thereto), may be
obtained, free of charge, upon written request by any stockholder to William S.
Rosenstadt, Rubin, Bailin, Ortoli LLP, 405 Park Avenue, New York, New York
10022. Copies of all exhibits to any of the reports are available upon a similar
request, subject to payment of a $.50 per page charge to reimburse us for
expenses in supplying any exhibit.
INFORMATION INCORPORATED BY REFERENCE
The following documents are incorporated herein by reference and to be
a part hereof from the date of filing of such documents:
Annual Report on Form 10-KSB/A for the fiscal year ended December 31,
2003; Quarterly Report on Form 10-QSB for the quarter ended March 31,
2004; Quarterly Report on Form 10-QSB for the quarter ended June 30,
2004; and Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2004.
All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Information
Statement and prior to the effective date of the action taken described herein,
including the aforementioned reports.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Information Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Information
Statement.
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This Information Statement incorporates, by reference, certain documents
that are not presented herein or delivered herewith. Copies of any such
documents, other than exhibits to such documents which are not specifically
incorporated by reference herein, are available without charge to any person,
including any stockholder, to whom this Information Statement is delivered, upon
written or oral request to our Secretary at our address and telephone number set
forth herein.
DISTRIBUTION OF INFORMATION STATEMENT
The cost of distributing this Information Statement has been borne by us
and certain stockholders that consented to the action taken herein. The
distribution will be made by mail.
Pursuant to the requirements of the Exchange Act of 1934, as amended, the
Registrant has duly caused this Information Statement to be signed on its behalf
by the undersigned hereunto authorized.
By Order of the Board of Directors
/s/ L. B. (Brad) Clarke
-----------------------------------
L. B. (Brad) Clarke, Director
December 13, 2004
Calgary, AB
Canada
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EXHIBIT A
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors of Organetix, Inc.
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED: that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "V" so that, as amended, said Article
shall be and read as follows:
"V. The corporation shall be authorized to issue 150,000,000 shares of common
stock, par value .0001 per share for a total authorized capital stock of
$15,000.00."
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That the capital of said corporation shall be reduced under or by reason
of said amendment.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed
this 8 day of December, 2004.
By: /s/L. B. (Brad) Clarke
------------------------
Title: President
Name: L. B. (Brad) Clarke
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