-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AFr2ph3PMQZP1BGpgj9302gqmbuTuUtK9W6Gn0TUdfrh40jJ2XDVTsLy8x4+YxU6 IILAZyGOu8Ws2zAC1m4Ukw== 0000950129-97-001944.txt : 19970514 0000950129-97-001944.hdr.sgml : 19970514 ACCESSION NUMBER: 0000950129-97-001944 CONFORMED SUBMISSION TYPE: 10-K405 CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19970513 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: REDOX TECHNOLOGY CORP CENTRAL INDEX KEY: 0000833083 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 550681106 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 033-22142 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 340 NORTH SAM HOUSTON PARKWAY EAST STREET 2: STE 250 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 7134450020 MAIL ADDRESS: STREET 1: 340 NORTH SAM HOUSTON PARKWAY EAST STREET 2: SUITE 250 CITY: HOUSTON STATE: TX ZIP: 77060 FORMER COMPANY: FORMER CONFORMED NAME: DCUSA CORP DATE OF NAME CHANGE: 19920703 10-K405 1 REDOX TECHNOLOGY CORPORATION - 12/31/95 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITY EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 Commission file Number 33-22142 REDOX TECHNOLOGY CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 55-0681106 ------------------------------ --------------------------- State or other jurisdiction of (IRS Employer incorporation or organization Identification Number) 340 North Sam Houston Parkway East, Suite 250, Houston, Texas, 77060, Tel: (713) 445-0020 Securities registered pursuant to Section 12(b) of the act: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, PAR VALUE $0.00005 PER SHARE ------------------------------------------ (Title of Class) 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 No X ------ ------ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The Exhibit Index may be found after Folio F-7. Page 1 2 The aggregate market value of the voting stock held by non-affiliates of the registrant based on the average bid and asked price of the stock on December 31, 1995 was $5,562,500. (APPLICABLE ONLY TO CORPORATE REGISTRANTS) Indicate the number of shares outstanding of each of registrant's classes of common stock, as of the latest practicable date. CLASS NUMBER OF SHARES OUTSTANDING ON: Common Stock DECEMBER 31, 1995 par value $0.00005 44,440,000 DOCUMENTS INCORPORATED BY REFERENCE None. PART I ITEM 1. BUSINESS The company is in its developmental stages and has not yet become operational. At the present time the company is engaging in research and development, specializing in new energy technologies and related new product design and development. ITEM 2. PROPERTIES. None. ITEM 3. LEGAL PROCEEDINGS. None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. Page 2 3 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. a) Market Information. (1) (i) The principal United States market in which the registrant's common stock has been traded is the NASD Over the Counter (OTC) Bulletin Board. The registrant's common stock began trading in August, 1993. Through the third and fourth quarters of 1993 the high sales price was $4.00 and the low sales price was $1.00. The Company's Common stock was suspended from trading in the First Quarter of 1994 due to delinquencies in certain filings. Having become current with respect to its filings, the Company sought a market maker which would reapply to the NASD to trade to Company's stock. The Company secured the services of Public Securities, Inc., Spokane, Washington, in providing market making services for the stock. Through the direct efforts of Public Securities, the NASD approved ReDOX Technology Corporation Common stock for reinstatement and listing under the symbol "RDOX" as of May 10, 1995. (ii) Since reinstatement of trading status in May 1995, the Company's stock under the symbol "RDOX", has experienced sales of stock at a high of 3/8 and a low of 1/32 per share through December 1995. ITEM 6. SELECTED FINANCIAL DATA. The Company filed pursuant to Rule 402(c) under Securities Act of 1993 a Form S-8 in October 1995 to register common stock of the Company to be issued pursuant to a compensation contract solely for a consultant of the Company who has provided bona fide services which were in connection with the offer or sale of securities in capital-raising transactions. The Form S-8 registration provided for the issuance of 300,000 fully paid, non-assessable common stock shares. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION. As previously reported, this corporation is in developmental stages and has not yet become operational or conducted any business so as to become an income producing entity. The corporation continues to utilize capital borrowed from its principal shareholder, said capital's recognition as debt or equity contribution being negotiated as provided. Any such debt is covered by an unsecured Promissory Note, bearing interest at the rate of six percent (6%) per annum. The principal and interest on the Note is due and payable upon vote of the Directors that payment will not jeopardize the working capital of the corporation, or five (5) years from date of the Note, or whichever occurs earlier. Page 3 4 Through December 31, 1995 the corporation had utilized capital borrowed from its principal shareholder, Richard A. Szymanski. The amount borrowed by the corporation through December 31, 1994 was $186,023, which included principal and interest. Mr. Szymanski, as per an agreement with the corporation, provided for that entire amount to be contributed as Additional Paid-in Capital increasing the total Additional Paid-in Capital balance to $207,026, through December 31, 1994. Through December 31, 1995 an additional $33,212 was provided by Mr. Szymanski as operating capital and converted to Additional Paid-in Capital bringing the balance up to $308,238. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Registrants financial condition has not changed materially from December 31, 1994 to date herewith provided. To the extent that the Company has incurred continuing expenses without any revenues having been generated, shareholder's equity would have suffered proportionately had it not been for the continuing infusion of capital from the Company director Richard Szymanski. Because the absence of revenues and the inability thus far to raise the capital necessary to commence manufacturing operations, there are no assurances that the Company will be able to fully carry out its plans, and continue as a going concern. See Exhibit 3. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. Page 4 5 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. (a) (b) Directors and Officers: Identification of Directors and Officers. The members of the Board of Directors of the company are elected by the shareholders at each annual meeting for a one year term. Officers are elected by the Directors at each annual meeting for a one year term, or until otherwise replaced by the Board of Directors. The following table sets forth certain information with respect to the Officers and Directors of the company.
========================================================================= NAME AGE OTHER OFFICE HELD TERM PERIOD SERVED ========================================================================= Executive Vice President Secretary Richard Szymanski 54 Director 1 Year 36 Months - ------------------------------------------------------------------------- President/Treasurer Benjamin Botello 45 Director 1 Year 33 Months - ------------------------------------------------------------------------- Clifford A. Jones 75 Secretary/Director 1 Year 33 Months - ------------------------------------------------------------------------- Paul L Parshall 54 Director 1 Year 33 Months - ------------------------------------------------------------------------- Senior Vice President Thomas Poung Au 49 Director 1 Year 33 Months =========================================================================
c) Identification of Certain Significant Employees. None. d) Family Relationships of All Officers and Directors. None. e) Business Experience of All Officers and Directors. 1) Background during last 5 years. Richard A. Szymanski has served as Executive Vice president and Director of the corporation since April 1993. During the past five (5) years, Mr. Szymanski has been employed by Hybrid Energy Corporation which is engaged in research and development. Hybrid Energy Corporation is not a parent, subsidiary or an affiliate of registrant. Mr. Szymanski has over 27 years experience in pioneering the use of computers for printing, publishing, typesetting and layout; supervising the writing, illustration, publishing and photography of major world events; and more recently the development and improvement of high density power sources. Page 5 6 Benjamin Botello has served as President, Treasurer and Director of the Corporation since April, 1993. During the past five (5) years Mr. Botello has been employed by San Jacinto Savings Association until 1990, and then by NGL Industries, Inc., to date. San Jacinto Savings Association is involved in commercial banking activities and NGL Industries, Inc., is involved in the development and financing of oil and gas properties; neither company is a parent, subsidiary or affiliate of the registrant. Additionally, Mr. Botello has been engaged in the development of energy related processing equipment and the development of a high energy battery cell. Mr. Botello served as an officer in the U.S. Army from 1971 to 1981. Mr. Botello has 9 years experience as a commercial banking officer. From 1981 through 1990 he served as an officer in a national banking institution with primary responsibility in establishing and maintaining loan portfolios. Clifford A. Jones has served as Secretary and Director of the Corporation since April, 1993. Mr. Jones was the founder and Senior Partner of the firm of Jones, Close and Brown, Chartered Attorney-at-Law, in Las Vegas, Nevada, where he has been practicing law for the past 38 years. Mr. Jones served as Lieutenant Governor of the State of Nevada for two consecutive terms. He is listed in Who's Who in American Law and Who's Who in the World. Thomas Poung Au has been a Director of the Corporation since April, 1993. During the past five (5) years Mr. Au has been employed by Poung Au Design. Poung Au Design serves as consultant to manufacturers in new product development. Poung Au Design is not a parent, subsidiary or affiliate of registrant. Mr. Au has over 25 years experience in interior and industrial design and marketing. Paul L. Parshall has been a Director of the Corporation since April, 1993. During the past five (5) years Mr. Parshall has been employed by The Worthington Company, which is in the business of private consulting in money management and investments, is registered, pursuant to Section 203 of the Investment Advisors Act of 1940, with the U.S. Securities and Exchange Commission, is not a parent, subsidiary or affiliate of registrant. Mr. Parshall has over 30 years experience in mortgage banking; manufacturing; news media, through several companies founded by him, and private consulting in the field of money management and investment. Mr. Parshall's wife, Theodora Parshall is the principal of Transamerica Securities Ltd., which is the Company's stock transfer agent. (2) Directorships. (a) Clifford A. Jones also serves as a Director of the following public corporation: (i) 18 Greenway Environmental Services, Inc. Page 6 7 (b) Paul L. Parshall also serves as a Director of the following public corporations: (i) Edgewater Petroleum Ltd. (ii) IIS Ltd. (iii) National Sorbents (iv) Family Health Systems, Inc. (v) Dewey's Candy Company (vi) Romarco Resources, Inc. (vii) Life Choice, Inc. (vi) Romarco Resources, Inc. (viii) Bucaneer Casino & Hotels (ix) Norton-BSA, Inc. (x) Global Ecosystems, Inc. (xi) Industrial Ecosystems, Inc. (xii) Opti-Corp. (xiii) Prime Air Inc. (xiv) ITEK Corp. (f) Involvement in Certain Legal Proceedings. None. (g) Promoters and Control Persons. None. ITEM 11. EXECUTIVE COMPENSATION. None ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. (a) Certain Beneficial Owners.
================================================================================ (3) Amount Nature (1) Title of (2) Name and Address of Beneficial (4) Percent Class of Beneficial Owner Ownership of Class - -------------------------------------------------------------------------------- Richard Szymanski 15 White Oak Manor Common Stock Conroe, Texas 77304 16,924,317 shares 38.12% ================================================================================
Page 7 8 (b) Security Ownership of Management.
================================================================================ (3) Amount Nature (2) Name of of Beneficial (4) Percent of (1) Title of Class Beneficial Owner Ownership Class - -------------------------------------------------------------------------------- Common Stock Richard Szymanski 16,924,317 Shares 38.12% - -------------------------------------------------------------------------------- Common Stock Benjamin Botello 1,500,000 Shares 3.38% - -------------------------------------------------------------------------------- Common Stock Clifford A. Jones 1,000,000 Shares 2.25% - -------------------------------------------------------------------------------- Common Stock Paul L. Parshall 1,000,000 Shares 2.25% - -------------------------------------------------------------------------------- Common Stock Thomas Poung Au 1,000,000 Shares 2.25% ================================================================================
Note: As a group, the officers and directors beneficially own approximately 21,424,317 Shares. Changes in Control. None. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a) The following documents are filed as a part of the report: (1) Articles of Incorporation and By-Laws (2) Financial Statements (b) Reports on Form 8-K. May 10, 1995, Form 8-K filed with respect to approval by NASD for the listing of the Company stock on the Over the Counter (OTC) Electronic Bulletin Board service under the symbol "RDOX". (c) Exhibits: (3.i) Articles of Incorporation (3.ii) By-Laws (99) Recent Sales of Unregistered Securities Page 8 9 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Security Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. REDOX TECHNOLOGY CORPORATION By: /s/ Richard A. Szymanski -------------------------------------------------- Richard A. Szymanski / President / Director Date: 5/31/96 ------------------ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant in the capacities and on the dates indicated. By: /s/ Benjamin Bottello -------------------------------------------------- Benjamin Botello/Director Date: 5/31/96 ------------------ By: /s/ Thomas Poung Au -------------------------------------------------- Thomas Poung Au/Director Date: 5/31/96 ------------------ Page 9 10 FINANCIAL STATEMENTS, DECEMBER 1995 F-1 11 REDOX TECHNOLOGY CORPORATION (Formerly Dcusa Corporation) Balance Sheet December 31, 1995 Unaudited ASSETS CURRENT ASSETS Cash - Checking $ 2,502 -------------- Total Current Assets 2,502 FIXED ASSETS Office Equipment 8,395 Acc Depr Office Eqpt ( 3,414) Furniture and Fixtures 18,000 Acc Depr Furn and Fixt ( 7,200) -------------- Total Fixed Assets 15,731 OTHER ASSETS Patent (See notes 4 and 6) 1,500 Security Deposits 1,159 Organization Costs 550 (Net of accumulated amortization $200) -------------- Total Other Assets 3,209 TOTAL ASSETS $ 21,492 ===============
See accompanying notes to financial statements F-2 12 REDOX TECHNOLOGY CORPORATION (Formerly Dcusa Corporation) Balance Sheet December 31, 1995 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT AND LONG TERM LIABILITIES 0 STOCKHOLDERS' EQUITY Common Stock, par value $.00005 per share $ 2,220 50,000,000 authorized; 44,400,000 issued and outstanding Additional Paid in Capital 308,238 Accumulated Deficit ( 288,966) --------------- Total Stockholders' Equity 21,492 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 21,492 ===============
See accompanying notes to financial statements F-3 13 REDOX TECHNOLOGY CORPORATION (Formerly Dcusa Corporation) Statement of Income and Retained Earnings For the 12 Months Period Ended December 31, 1995 INCOME: Total Revenues $ 0 EXPENSES: Legal Fees 0 Professional Fees 8,070 Rent 11,590 Telephone Expenses 5,474 Office Supplies 774 Postage Expenses 1,701 Consulting Fees 278 Repairs 0 Auto Expenses 0 Advertising 4,871 Travel and Entertainment 2,989 Outside Contracting 1,000 Miscellaneous Expenses 1,125 ------------ Total Expenses ( 37,872) NET INCOME/(LOSS) ( 37,872) NET INCOME/(LOSS) FOR THE YEAR ( 37,872) ACCUMULATED DEFICIT JAN 1, 1995 ( 251,094) ============ ACCUMULATED DEFICIT DECEMBER 31, 1995 ( 288,966) ============
See accompanying notes to financial statements F-4 14 REDOX TECHNOLOGY CORPORATION (Formerly Dcusa Corporation) Statement of Stockholders' Equity December 31, 1995 Common Stock $.00005 par value Authorized 50,000,000 Shares Issued 44,400,000 Shares $ 2,220 Additional paid in capital 900 Accumulated Deficit ( 251,094) --------------- Stockholders' Equity as of January 1, 1995 ( 247,974) Additional paid in capital 307,338 Net profit/(loss) for the period January 1, 1995 to December 31, 1995 ( 37,872) --------------- Stockholders' Equity as of December 31, 1995 $ 21,492 ===============
See accompanying notes to financial statements F-5 15 REDOX TECHNOLOGY CORPORATION (Formerly Dcusa Corporation) Notes to Financial Statements December 31, 1994 NOTE 1. NATURE OF BUSINESS REDOX TECHNOLOGY CORPORATION, was incorporated on April 25, 1988, under the laws of the State of Delaware. The original name of the corporation was DCUSA CORPORATION. DCUSA Management referred to the company as a 'blind pool' or 'blank check' company. Its primary business was to obtain an acquisition and/or merger transaction whereby its stockholders' would benefit. On June 1, 1993 the name of the corporation was changed to REDOX TECHNOLOGY CORPORATION. During 1993, the Company acquired a pending patent and all rights thereto which REDOX management intends to develop for commercial purposes. NOTE 2. SIGNIFICANT ACCOUNTING POLICIES INCOME TAXES: The company is currently operating at a loss. It has therefore not provided for income taxes. ORGANIZATION COSTS: The Company has capitalized the costs of organization and registration of its securities. Amortization is computed on a straight-line basis over sixty months commencing April 25, 1988. The company is no longer amortizing its organizational costs. These costs will be written off at such time that it may be determined that the company has been unsuccessful in its efforts to attract a suitable partner. NOTE 3. FIXED ASSETS In January 1994, the Company received furniture and office equipment from Mr. Richard Szymanski as part of a Sale Contract and Bulk Transfer Agreement between Mr. Szymanski and the Company. The assets have been recorded in the books at their fair market value of $25,000. NOTE 4. PATENT ACQUISITION On April 9, 1993 the Company acquired all interest in a U.S. Patent Pending application titled "EMERGENCY RESERVE BATTERY." It involves high density energy technology to enhance battery cells. The rights to the patent pending were acquired in exchange for fifteen million (15,000,000) shares of par value .001 per share, with actual value of the intellectual property so acquired to be determined by an independent agency. For purpose of prior statements, the value is shown as $1,500, to be adjusted and recognized as Additional Paid-in Capital to the Company upon receipt of the independent agency's reported valuation. The fair market value of this property is computed at $5,200,000. This value has been determined by Battelle Memorial Institute which is an independent valuation agency. Management has decided to record this property on the books at its fair market value. F-6 16 REDOX TECHNOLOGY CORPORATION (Formerly Dcusa Corporation) Notes to Financial Statements (Continued) December 31, 1995 NOTE 5. COMMON STOCK On April 9, 1993, the number of outstanding shares of the Company's Common Stock was increased by fifteen million (15,000,000) shares. These fifteen million (15,000,000) shares were issued to Richard A. Szymanski in exchange for assignment of all rights to the pending patent application (see note 4 above). On June 16, 1993 and July 20,1993, the Board of Directors of the Company resolved that a three year common stock purchase stock option be granted to each of the following directors: Clifford Jones 50,000 shares Thomas Poung Au 50,000 shares Benjamin Botello 100,000 shares Paul Parshall 50,000 shares Robert Vickers 50,000 shares These options could be exercised by the individuals at their discretion, at any time within a period of three years by paying the corporation an amount equal to the par value of $.001 per share for each share purchased under the option. Each director listed above has exercised his option. On June 25, 1993, the Board of Directors approved a one for ten (1:10) reverse stock split of its common stock. NOTE 6. ADDITIONAL PAID IN CAPITAL The cost of Furniture and equipment acquired during the year was $0. (See note 3). The fair market value has been determined at $25,000. The corporation has decided to record the asset in the books at the fair market value. The difference between the acquisition cost and the fair market value has therefore been transferred to additional paid in capital. As of March 31, 1994, the corporation was utilizing capital borrowed from its principal shareholder, Richard A. Szymanski. The principal and interest due on the note as of that date was $120,539. As per an agreement with Mr. Szymanski, the entire balance due to him was converted to Additional Paid-in Capital. NOTE 7. CHANGE OF FISCAL YEAR On June 16, 1993, the Board of Directors approved the change of fiscal year of the corporation from beginning on June 1 and ending on May 31, to beginning on January 1 and ending December 31. F-7 17 EXHIBITS INDEX The Exhibits referred to herein and attached hereto are more particularly described below. In addition, certain other Exhibits have been attached hereto, as supplementary information, which may assist in further understanding of the overall information presented. DESCRIPTION OF EXHIBITS (SUPPLEMENTAL OR OTHERWISE) SUBMITTED EXHIBIT NO. DESCRIPTION OF EXHIBIT ----------- ---------------------- 3.i Articles of Incorporation 3.ii ByLaws. 27 Financial Data Schedule 99 Miscellaneous/Recent sales of unregistered securities. EX-3.I 2 ARTICLES OF INCORPORATION 1 EXHIBIT 3.i CERTIFICATE OF INCORPORATION OF DCUSA CORPORATION * * * * * 1. The name of the corporation is DCUSA CORPORATION. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The nature of the business or purpose to be conducted or promoted is: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 2 4. The total number of shares of stock which the corporation shall have authority to issue is Twenty-five million shares (25,000,000) and the par value of each such shares is One The Thousandth of a Dollar ($.0001) amounting in the aggregate to Two Thousand Five Hundred Dollars ($2,500). 5. The name and mailing address of each incorporator is as follows: NAME MAILING ADDRESS ---- --------------- L. J. Vitalo Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 J. A. Grodzicki Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 D. A Hampton Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 6. The corporation is to have perpetual existence. 7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized: Page 2 3 To make, alter or repeal the by-laws of the corporation. 8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide. 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 any provision contained in the statues) outside the State of Delaware at such a place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. 9. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware. 10. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. Page 3 4 WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 25th day of April, 1988 L. J. Vitalo -------------------------- L. J. Vitalo J. A. Grodzicki -------------------------- J. A. Grodzicki D. A. Hampton -------------------------- D. A. Hampton Page 4 5 Received for Record April 26th, A.D. 1988 William M. Honey, Recorder. STATE OF DELAWARE: : SS.: NEW CASTLE COUNTY: Recorded in the Recorder's Office at Wilmington, Vol. Page &c., the 26th day of April, A. D. 1988. Witness my hand and official seal. William M. Honey Recorders. **************************** * Recorders Office * * New Castle Co. Del. * * Mercy Justice * **************************** Page 5 EX-3.II 3 BYLAWS 1 EXHIBIT 3.ii DCUSA CORPORATION * * * * * B Y - L A W S * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Charleston, State of West Virginia, at such place as may be fixed from time to time by the board of directors, or at 2 such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders, commencing with the year 1989, shall be held on the first day of December if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A.M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as my properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting Page 2 3 of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding Page 3 4 and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 7. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given Page 4 5 to each stockholder of record entitled to vote at the meeting. Section 8. When a quorum is present at nay meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statues or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 9. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 10. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken Page 5 6 without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stock holders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than one nor more than nine. The first board shall consist of two directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his Page 6 7 successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Page 7 8 Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the Page 8 9 time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on five days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in lake manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act Page 9 10 of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. Page 10 11 COMMITTEES OF DIRECTORS Section 11. The board of directors may, be resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation , and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, (except that a committee may, to the extent authorized in the resolution Page 11 12 or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Page 12 13 Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from service the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be Page 13 14 removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the Page 14 15 board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any Page 15 16 office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more Page 16 17 than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring Page 17 18 it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as my be designated by the board of directors. Page 18 19 Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer Page 19 20 and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202 (a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designation, preferences and relative participating, optional or special rights of each class of stock or Page 20 21 series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, Page 21 22 stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be canceled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. Page 22 23 FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls Page 23 24 and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing Page 24 25 dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which is was created. ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. Page 25 26 SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. INDEMNIFICATION Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware. ARTICLE VIII AMENDMENTS Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. Page 26 27 If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws. Page 27 EX-27 4 FINANCIAL DATA SCHEDULE
5 YEAR DEC-31-1995 JAN-01-1995 DEC-31-1995 2,502 0 0 0 0 2,502 29,604 (10,614) 21,492 0 0 0 0 2,220 19,272 21,492 0 0 0 0 37,872 (37,872) 0 (37,872) 0 0 0 0 0 (37,872) 0 0
EX-99 5 MISC./RECENT SALES OF UNREGISTERED SECURITIES 1 EXHIBIT 99 Miscellaneous Information. (1) Recent Sales of unregistered securities. (a) Securities sold. None. (b) Underwriters and other purchasers. None. (c) Consideration. Not applicable. (d) Exemption for registration claimed. Not applicable. -----END PRIVACY-ENHANCED MESSAGE-----