Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the
Securities
Exchange Act of 1934
Check
the
appropriate box:
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Preliminary
Information Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
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Definitive
Information Statement
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UNIPRO
FINANCIAL SERVICES, INC.
(Name
of
Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
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1) |
Title
of each class of securities to which transaction
applies:
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2) |
Aggregate
number of securities to which transaction
applies:
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3) |
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is
calculated and state how it was
determined):
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4) |
Proposed
maximum aggregate value of
transaction:
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Fee
paid previously with preliminary
materials.
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¨
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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.
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1) |
Amount
Previously Paid:
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2) |
Form,
Schedule or Registration Statement
No.:
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INFORMATION
STATEMENT
OF
UNIPRO
FINACIAL SERVICES, INC.
31200
VIA COLINAS, SUITE 200
WESTLAKE
VILLAGE, CA 91362
We
Are Not Asking You For A Proxy And You Are Requested Not To Send Us A
Proxy.
This
Information Statement is first being furnished on or about October [____],
2006
to the holders of record as of the close of business on September [_____],
2006
of the common stock of Unipro Financial Services, Inc. (“UniPro”).
UniPro’s
Board of Directors has approved, and three stockholders owning 3,550,000 shares
of the 5,434,868 shares of UniPro’s common stock (the “Common Stock”)
outstanding as of September 5, 5006, have consented in writing to the action
described below. Such approval and consent constitute the approval and consent
of a majority of the total number of shares of outstanding Common Stock and
are
sufficient under Sections 607.0821 and 607.0704 of the Florida Revised Statutes
and UniPro’s By-Laws to approve the action. Accordingly, the action will not be
submitted to the other stockholders of UniPro for a vote, and this Information
Statement is being furnished to stockholders to provide them with certain
information concerning the action in accordance with the requirements of the
Securities Exchange Act of 1934 and the regulations promulgated thereunder,
including Regulation 14C, and Chapter 607 of the Florida Revised
Statutes.
ACTION
BY BOARD OF DIRECTORS
AND
CONSENTING
STOCKHOLDERS
GENERAL
UniPro
will pay all costs associated with the distribution of this Information
Statement, including the costs of printing and mailing. UniPro will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending this Information Statement to the
beneficial owners of UniPro’s common stock.
UniPro
will only deliver one Information Statement to multiple security holders sharing
an address unless UniPro has received contrary instructions from one or more
of
the security holders. Upon written or oral request, UniPro will promptly deliver
a separate copy of this Information Statement and any future annual reports
and
information statements to any security holder at a shared address to which
a
single copy of this Information Statement was delivered, or deliver a single
copy of this Information Statement and any future annual reports and information
statements to any security holder or holders sharing an address to which
multiple copies are now delivered. You should direct any such requests to the
following address:
UniPro
Financial Services, Inc.
31200
Via
Colinas, Suite 200
Westlake
Village, CA 91362
Attn:
John Vogel
INFORMATION
ON CONSENTING STOCKHOLDERS
Pursuant
to UniPro’s Bylaws and the Florida Revised Statutes, a vote by the holders of at
least a majority of UniPro’s outstanding capital stock is required to effect the
action described herein. UniPro’s Articles of Incorporation does not authorize
cumulative voting. As of the record date, UniPro had 5,434,868 voting shares
of
Common Stock issued and outstanding of which 2,717,435 shares are required
to
pass any stockholder resolutions. The consenting stockholders, who consist
of
three current stockholders of UniPro, are collectively the record and beneficial
owners of 3,550,000 shares of UniPro’s Common Stock outstanding as of September
5, 2006, which represents 65% of the issued and outstanding shares of UniPro’s
Common Stock. Pursuant to 607.0704 of the Florida Revised Statutes, the
consenting stockholders voted in favor of the actions described herein in a
joint written consent, dated September 5, 2006, attached hereto as
Exhibit A. No consideration was paid for the consent. The consenting
stockholders’ names, affiliations with UniPro, and their beneficial holdings are
as follows:
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Name
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Affiliation
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Shares Beneficially Held
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Percentage
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Jaybelle,
Inc.
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Stockholder
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1,970,000
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36%
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SJ
Investments, Inc.
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Stockholder
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800,000
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15%
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Castle
Bison, Inc.
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Stockholder
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780,000
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14%
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Total
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3,550,000
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65%
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INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED
UPON
None
PROPOSALS
BY SECURITY HOLDERS
None
DISSENTERS’
RIGHT OF APPRAISAL
None
The
following table sets forth, as of September 5, 2006, certain information
regarding the ownership of UniPro’s capital stock by each director and executive
officer of UniPro, each person who is known to UniPro to be a beneficial owner
of more than 5% of any class of UniPro’s voting stock, and by all officers and
directors of UniPro as a group. Unless otherwise indicated below, to UniPro’s
knowledge, all persons listed below have sole voting and investing power with
respect to their shares of capital stock, except to the extent authority is
shared by spouses under applicable community property laws.
Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities. Shares of all classes of UniPro common stock subject
to
options, warrants or convertible securities exercisable or convertible within
60
days of September 5, 2006 are deemed outstanding for computing the percentage
of
the person or entity holding such options, warrants or convertible securities
but are not deemed outstanding for computing the percentage of any other person,
and is based on 5,434,868 shares of the Common Stock issued and outstanding
on a
fully diluted basis, as of September 5, 2006.
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Title of Class
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Name and Address
Of Beneficial Owners (1)
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Amount and Nature
Of Beneficial Ownership
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Percent
Of Class
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Common Stock
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Jaybelle,
Inc.
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1,970,000
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36%
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Common Stock
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SJ
Investments, Inc.
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800,000
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15%
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Common Stock
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Castle
Bison, Inc.
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780,000
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14%
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Common Stock
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John
Vogel, CEO and Director
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20,000
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*
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Common
Stock
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Vincent
Finnegan, Director
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20,000
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*
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Common
Stock
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Robert
Scherne, Chief Financial Officer
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85,000
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2%
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Common
Stock
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All
Officers and Directors as a Group
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(2)
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125,000
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3%
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——————
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Unless
otherwise noted, the address for each of the named beneficial owners
and
directors and officers is 31200 Via Colinas, Suite 200, Westlake Village,
CA 91362.
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| (2) |
Includes
John Vogel, Vincent Finnegan and Robert Scherne.
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CHANGE
IN CONTROL
None.
NOTICE
TO STOCKHOLDERS OF ACTION APPROVED BY CONSENTING
STOCKHOLDERS
The
following action was taken based upon the unanimous recommendation of UniPro’s
Board of Directors (the “Board”) and the written consent of the consenting
stockholders as set forth in Exhibit A:
ACTION
1
AMENDMENT
TO THE ARTICLES OF INCORPORATION TO INCREASE AUTHORIZED SHARES & CHANGE
NAME
On
September 1, 2006, UniPro entered into a share exchange agreement with China
Fire Protection Group, Inc. and its shareholders. We previously filed the
agreement on Form 8-k on September 5, 2006. Pursuant to the terms of the
agreement, UniPro will exchange approximately 701,538.46 of UniPro’s Series A
Convertible Preferred Stock, convertible into 22.8 million common shares upon
the amendment to the articles of incorporation provided herein becoming
effective, for all the issued and outstanding shares of China Fire Protection
Group, Inc. As part of the transaction, UniPro agreed to undertake a combination
of its capital stock on a 5:1 basis.
On
September 5, 2006, the Board authorized a combination of common stock. Pursuant
to the combination, each 5 shares of the UniPro’s common stock is combined into
1 share thereby effecting a 5:1 reverse stock split. Subsequent to the
combination, the Board and the consenting stockholders adopted and approved
an
amendment to increase the number of its authorized common stock.
The
Board
and the consenting stockholders have adopted and approved an amendment to:
| · |
change
the name of the company from UniPro Financial Services, Inc., to China
Fire Protection Group, Inc; and
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increase
the number of UniPro’s authorized shares of capital stock from 18,000,000
(post reverse split shares) to 70,000,000 (post split shares) shares
(the
“Authorized Share Increase”).
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After
the
filing of the amendment, UniPro’s name will change to China Fire Protection
Group, Inc., and its capital stock will consist of 65,000,000 common shares
and
5,000,000 preferred shares. The Authorized Share Increase increases the number
of UniPro’s auhorized Common Shares from 13,000,000 post split to 65,000,000.
The Common Shares have the same rights and preferences as UniPro’s other Common
Shares. The Common Shares do not have preemptive rights. The text of the
resolutions approving the amendment is attached hereto as Exhibit
A.
The
Authorized Share Increase will be implemented by filing an Article of
Restatement with the Secretary of State of the State of Florida, a form of
which
is attached as an exhibit to the resolution set forth as Exhibit A. Under
federal securities laws, UniPro cannot file the Article of Restatement until
at
least 20 days after the mailing of this Information Statement.
As
of the
date of the consent, the authorized number of shares of UniPro’s Common Stock
was 65,000,000 (13,000,000 post reverse split), of which 5,434,868 (1,086,973
post reverse split) shares are outstanding. The Board and the consenting
stockholders believes that additional authorized shares of Common Stock is
in
UniPro’s best interest as the additional shares could be issued for raising of
additional equity capital or other financing activities, stock dividends or
the
exercise of stock options. The future issuance of additional shares of Common
Stock on other than a pro rata basis to existing stockholders will dilute the
ownership of the current stockholders, as well as their proportionate voting
rights.
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Common
Stock
Outstanding
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Authorized
Common
Stock
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Preferred
Stock
Outstanding
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Authorized
Preferred
Stock
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Pre
Reverse Split
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5,434,868
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65,000,000
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0
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5,000,000
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1
for 5
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1,086,973
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13,000,000
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0
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5,000,000
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Post
Reverse Split
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1,086,973
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65,000,000
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0
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5,000,000
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WHERE
YOU CAN FIND MORE INFORMATION
We
are
subject to the information and reporting requirements of the Exchange Act and
in
accordance with the Exchange Act, we file periodic reports, documents and other
information with the SEC relating to our business, financial statements and
other matters. These reports and other information may be inspected and
are available for copying at the offices of the SEC, 450 Fifth Street, NW,
Washington, DC 20549 or may be accessed on the SEC website at
www.sec.gov.
EXHIBIT
A
JOINT
WRITTEN CONSENT
OF
THE
BOARD
OF DIRECTORS
AND
MAJORITY
STOCKHOLDERS
OF
UNIPRO
FINANCIAL SERVICES, INC.
a
Florida Corporation
The
undersigned, being all of the members of the Board of Directors and the holders
of at least a majority of the outstanding capital stock of Unipro Financial
Services, Inc., a Florida corporation (the “Corporation”), acting pursuant to
the authority granted by Sections 607.0821 and 607.0704 of the Florida Revised
Statutes and the By-Laws of the Corporation, do hereby adopt the following
resolutions by written consent as of September 5, 2006:
AMENDMENT
TO ARTICLES OF INCORPORATION
WHEREAS,
it is
proposed that the Corporation amend its Articles of Incorporation, substantially
in the form of Exhibit
A
attached
hereto (the “Articles of Restatement”); and
WHEREAS,
the
Board deems the amendments set forth in the Articles of Restatement is in the
best interests of the Corporation and its shareholders and recommends that
the
shareholders adopt such amendment.
NOW,
THEREFORE, BE IT RESOLVED,
that
the Articles of Incorporation of the Corporation be amended and adopted by
the
Corporation in the form as attached hereto as Exhibit
A.
This
Joint Written Consent shall be added to the corporate records of this
Corporation and made a part thereof, and the resolutions set forth above shall
have the same force and effect as if adopted at a meeting duly noticed and
held
by the Board of Directors and the stockholders of this Corporation. This Joint
Written Consent may be executed in counterparts and with facsimile signatures
with the effect as if all parties hereto had executed the same document. All
counterparts shall be construed together and shall constitute a single Joint
Written Consent.
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DIRECTOR
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SHAREHOLDERS
|
| |
|
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CASTLE
BISON, INC.
|
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__/s/__________________________
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John
Vogel
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__/s/__________________________
|
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By:
Raul Silvestre
|
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It:
Sole Shareholder, President and Director
|
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Number
of Common Shares: 780,000
|
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__/s/__________________________
|
|
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Vincent
Finnegan
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|
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JAYBELLE,
INC
|
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|
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__/s/__________________________
|
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By:
Martin Sumichrast
|
| |
Its:
President and Director
|
| |
Number
of Common Shares: 1,970,000
|
| |
|
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SJ
INVESTMENTS, INC.
|
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|
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_/s/___________________________
|
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By:
John Scardino
|
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Its:
President and Director
|
| |
Number
of Common Shares: 800,000
|
Exhibit
A
Amended
Articles of Incorporation
ARTICLES
OF RESTATEMENT OF THE
ARTICLES
OF INCORPORATION
OF
Unipro Financial Services, Inc
Unipro
Financial Services, Inc., pursuant to Sections 607.1003, 607,1006 and 607.1007
of the Florida Revised Statutes, adopts this Amended and Restated Articles
of
Incorporation. The following Amended and Restated Articles of Incorporation
requires shareholder approval and was adopted by unanimous consent of the Board
of Directors pursuant to Section 607.0821 of the Florida Revised Statutes and
by
Consent of Majority Stockholders pursuant to Section 607.0704 of the Florida
Revised Statutes. The number of shares approving this Amended and Restated
Articles of Incorporation was sufficient for approval.
The
following Amended and Restated Articles of Incorporation amends the original
Articles of Incorporation in its entirety, as follows:
ARTICLE
I
The
name
of the corporation is China Fire Protection Group, Inc.
ARTICLE
II
The
purpose of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under Chapter 607 of the Florida Revised
Statues.
ARTICLE
III
This
Corporation is authorized to issue SEVENTY MILLION (70,000,000) shares of
Capital Stock consisting of two classes to be designated, respectively,
preferred stock (“Preferred Stock”) and common stock (“Common Stock”). All
reference to authorized shares contained below shall refer to post split shares.
The
Corporation’s Capital Stock may be sold from time to time for such consideration
as may be fixed by the Board of Directors, provided that no consideration so
fixed shall be less than par value. All Capital Stock of this Corporation shall
be issued only upon the receipt of the full consideration fixed for the issuance
of such stock. Such stock, once issued, shall be fully paid and
nonassessable.
All
shares of Capital Stock issued by this Corporation shall have one vote in every
matter submitted to the Shareholders unless specifically stated to the contrary
in any applicable certificate of designation. In its discretion, the Board
of
Directors may authorize the issuance of Shares of Convertible Preferred with
voting rights commensurate with the number of shares of Common Stock that are
issuable upon such conversion.
On
September 5, 2006, the Corporations board of directors agreed a 5:1 reverse
stock split to be effective on September 14, 2006 (the “Split Effective Date”),
each 5 shares of common stock, par value $.0001 per share, of the Corporation
issued and outstanding immediately prior to the Split Effective Date (the “Old
Common Stock”) shall automatically without any action on part of the holder
thereof, be reclassified and changed into one share of common stock, which
the
Corporation shall be authorized to issue immediately subsequent to the Split
Effective Date (the “New Common Stock”). Each holder of a certificate or
certificates which immediately prior to the Split Effective Date represented
outstanding shares of Old Common Stock (the “Old Certificates”) shall, from and
after the Split Effective Date, be entitled to receive upon surrender of such
Old Certificates to the Corporation’s transfer agent for cancellation, a
certificate or certificates (the “New Certificates”) representing the shares of
New Common Stock into which the shares of Old Common Stock formerly represented
by such Old Certificates so surrendered are reclassified under the terms hereof.
No fractional shares of New Common Stock of the Corporation shall be issued.
The
Corporation shall not recognize on its stock record books any purported transfer
of any fractional share of Common Stock of the Corporation. Instead, any
fractional share shall be rounded to the next whole share.
3.1 Common
Stock. The
total
number of shares of Common Stock the Corporation shall have the authority to
issue is 65,000,000, par value $0.001 per share.
3.2 Preferred
Stock. The
total
number of shares of Preferred Stock that the Corporation shall have the
authority to issue is 5,000,000, par value $0.001 per share. The Board of
Directors of the Corporation is expressly authorized, subject to limitations
prescribed by law and the provisions of this Article 3, to provide for the
issuance of the shares of Preferred Stock from time to time in one or more
series, and by filing a certificate pursuant to the Florida law, to fix the
number of shares and to determine or alter for each such series, such voting
powers, full or limited, or no voting powers, and such designations,
preferences, and relative, participating, optional, or other rights and such
qualifications, limitations, or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issuance of such shares as may be permitted by Florida
laws.
3.2.1 SERIES
A
CONVERTIBLE PREFERRED STOCK DESIGNATION AND AMOUNT
Two
million (2,000,000) shares of the authorized and unissued Preferred Stock of
the
Corporation are hereby designated "Series A Convertible Preferred Stock" with
the following rights, preferences, powers, privileges, restrictions,
qualifications, and limitations.
3.2.1.1.
Fractional
Shares.
Series
A
Convertible Preferred Stock may be issued in fractional shares.
3.2.1.2.
Dividends.
Series
A
Convertible Preferred Stock shall be treated pari passu with Common Stock except
that the dividend on each share of Series A Convertible Preferred Stock shall
be
equal to the amount of the dividend declared and paid on each share of Common
Stock multiplied by the Conversion Rate.
3.2.1.3.
Liquidation,
Dissolution, or Winding Up.
Series
A
Convertible Preferred Stock shall be treated pari passu with Common Stock except
that the payment on each share of Series A Convertible Preferred Stock shall
be
equal to the amount of the payment on each share of Common Stock multiplied
by
the Conversion Rate. .
3.2.1.4.
Voting.
The
shares of Series A Convertible Preferred Stock shall vote on all matters
as a
class with the holders of
Common
Stock and each share of Series A Convertible Preferred Stock shall be entitled
to the number of votes per share equal to the Conversion
Rate.
3.2.1.5.
Conversion
Rate and Adjustments.
(a)
Conversion
Rate. The Conversion Rate shall be 32.5 shares of Common Stock (as adjusted
pursuant to this Section 5) for each share of Series A Convertible Preferred
Stock.
(b)
Adjustment
for Stock Splits and Combinations. If the Corporation shall at any time or
from
time to time after the issuance of the Series A Convertible Preferred Stock
effect a subdivision of the outstanding Common Stock, the Conversion Rate then
in effect immediately before that subdivision shall be proportionately
increased. If the Corporation shall at any time or from time to time after
the
issuance of the Series A Convertible Preferred Stock combine the outstanding
shares of Common Stock, the Conversion Rate then in effect immediately before
the combination shall be proportionately decreased. Any adjustment under this
paragraph shall become effective at the close of business on the date the
subdivision or combination becomes effective.
(c)
Adjustment
for Merger or Reorganization, etc. If there shall occur any reorganization,
recapitalization, reclassification, consolidation, or merger involving the
Corporation in which the Common Stock (but not the Series A Convertible
Preferred Stock) is converted into or exchanged for securities, cash, or other
property, then, following any such reorganization, recapitalization,
reclassification, consolidation, or merger, each share of Series A Convertible
Preferred Stock shall thereafter be convertible in lieu of the Common Stock
into
which it was convertible prior to such event into the kind and amount of
securities, cash or other property that a holder of the number of shares of
Common Stock of the Corporation issuable upon conversion of one share of Series
A Convertible Preferred Stock immediately prior to such reorganization,
recapitalization, reclassification, consolidation, or merger would have been
entitled to receive pursuant to such transaction.
3.2.1.6.
Mandatory
Conversion.
(a)
Upon
the
effective date of an amendment to the Articles of Incorporation amending Article
4 increasing the total number of authorized shares is 70,000,000 and increasing
the number of authorized shares of Common Stock is 65,000,000 (the "Mandatory
Conversion Date"), (i) all outstanding shares of Series A Convertible Preferred
Stock shall be automatically converted into shares of Common Stock, at the
Conversion Rate, (ii) such shares may not be reissued by the Corporation as
shares of such series and (iii) all outstanding options and warrants to acquire
Series A Convertible Preferred Stock shall be automatically converted into
options and warrants to acquire shares of Common Stock, at the then effective
Conversion Rate and the price per Share of Common Stock will be equal to the
fraction in which the numerator is 1 and the denominator is Conversion Rate.
(b)
All
holders of record of shares of Series A Convertible Preferred Stock shall be
given written notice of the Mandatory Conversion Date and the place designated
for mandatory conversion of all such shares of Series A Convertible Preferred
Stock pursuant to this Section 6. Such notice need not be given in advance
of
the occurrence of the Mandatory Conversion Date. Such notice shall be sent
by
first class or registered mail, postage prepaid, or given by electronic
communication in compliance with the provisions of the Florida Business
Corporation Act, to each record holder of Series A Convertible Preferred Stock.
Upon receipt of such notice, each holder of shares of Series A Convertible
Preferred Stock shall surrender his, her, or its certificate or certificates
for
all such shares to the Corporation at the place designated in such notice,
and
shall thereafter receive certificates for the number of shares of Common Stock
to which such holder is entitled pursuant to this Section 6. On the Mandatory
Conversion Date, all outstanding shares of Series A Convertible Preferred Stock
shall be deemed to have been converted into shares of Common Stock, which shall
be deemed to be outstanding of record, and all rights with respect to the Series
A Convertible Preferred Stock so converted, including the rights, if any, to
receive notices and vote (other than as a holder of Common Stock), will
terminate, except only the rights of the holders thereof, upon surrender of
their certificate or certificates therefor, to receive certificates for the
number of shares of Common Stock into which such Series A Convertible Preferred
Stock has been converted, and payment of any declared but unpaid dividends
thereon. If so required by the Corporation, certificates surrendered for
conversion shall be endorsed or accompanied by written instrument or instruments
of transfer, in form satisfactory to the Corporation, duly executed by the
registered holder or by his, her, or its attorney duly authorized in writing.
As
soon as practicable after the Mandatory Conversion Date and the surrender of
the
certificate or certificates for Series A Convertible Preferred Stock, the
Corporation shall cause to be issued and delivered to such holder, or on his,
her, or its written order, a certificate or certificates for the number of
full
shares of Common Stock issuable on such conversion in accordance with the
provisions hereof and cash as provided in Section 6(b) in respect of any
fraction of a share of Common Stock otherwise issuable upon such conversion.
(c)
All
certificates evidencing shares of Series A Convertible Preferred Stock that
are
required to be surrendered for conversion in accordance with the provisions
hereof shall, from and after the Mandatory Conversion Date, be deemed to have
been retired and cancelled and the shares of Series A Convertible Preferred
Stock represented thereby converted into Common Stock for all purposes,
notwithstanding the failure of the holder or holders thereof to surrender such
certificates on or prior to such date. Such converted Series A Convertible
Preferred Stock may not be reissued as shares of such Series, and the
Corporation may thereafter take such appropriate action (without the need for
stockholder action) as may be necessary to reduce the authorized number of
shares of Series A Convertible Preferred Stock accordingly.
(d)
No
fractional shares of Common Stock shall be issued upon conversion of the Series
A Convertible Preferred Stock. In lieu of any fractional shares to which the
holder would otherwise be entitled, fractional share shall be rounded up to
a
whole share.
3.2.1.7.
Waiver.
Any of the rights, powers, or preferences of the holders of Series A Convertible
Preferred Stock set forth herein may be waived by the affirmative consent or
vote of the holders of at least a majority of the shares of Series A Convertible
Preferred Stock then outstanding.
ARTICLE
IV.
The
principal office and mailing address of this Corporation is China Fire Safety
Group, Inc. 31200 Via Colinas, Suite 200, Westlake Village, CA 91362. The Board
of Directors may, from time to time, change the street and post office address
of the Corporation as well as the location of its principal office.
ARTICLE
V
The
number of directors may be either increased or decreased from time to time
by
the By-Laws but shall never be less than one.
ARTICLE
VI
The
Board
of Directors of the Corporation is authorized and empowered from time to time
in
its discretion to make, alter, amend or repeal the By-laws of the Corporation,
except as such power may be restricted or limited by Florida law.
ARTICLE
VII
The
Corporation shall indemnify, in the manner and to the fullest extent permitted
by law, each person (or the estate of any such person) who was or is a party
to,
or is threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding, whether or not by or in the right of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan orother
enterprise. The indemnification provided for herein shall be made only as
authorized in the specific case upon a determination, in the manner provided
by
law, that indemnification of the director, officer, employee or agent is proper
under the circumstances. The Corporation may, to the fullest extent permitted
by
law, purchase and maintain insurance on behalf of any such person against any
liability that may be asserted against such person. To the fullest extent
permitted by law, the indemnification provided herein shall include expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement,
and, in the manner provided by law, any such expenses shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding. The indemnification provided herein shall not be deemed to limit
the
right of the Corporation to indemnify any other person for any such expenses
to
the fullest extent permitted by law, nor shall it be deemed exclusive of any
other rights to which any person seeking indemnification from the Corporation
may be entitled under any agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office. Such indemnification
shall
continue as to a person who has ceased to be a director, officer, employee
or
agent and shall inure to the benefit of the heirs, executors and administrators
of such person.
ARTICLE
VIII
This
Corporation shall have perpetual existence.
ARTICLE
IX
The
Corporation expressly elects not to be governed by §607.0902 of the Florida
Business Corporation Act, as it may be amended from time to time, relating
to
control share acquisitions.
ADOPTION
OF AMENDMENTS
The
amendment was approved by the shareholders. The number of votes cast for the
amendments by the shareholders was sufficient for approval.
/s/
John
Vogel
John
Vogel
Chief
Executive Officer