SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14c-5(d)(2))
[X] Definitive Information Statement
NOVAMED, INC.
-------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing is
calculated and state how it was determined.):
-------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------
5) Total Fee Paid:
--------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
--------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------
3) Filing Party:
--------------------------------------------------------------------------
4) Dated Filed:
--------------------------------------------------------------------------
NOVAMED, INC.
2465 West 12th Street, Suite 2
Tempe, Arizona 85281
(480) 481-3940
NOTICE OF ACTION TAKEN WITHOUT A STOCKHOLDER MEETING
September 8, 2003
To the Stockholders of NovaMed, Inc.:
The attached Information Statement is being delivered by NovaMed, Inc.
("Corporation") in connection with the approval by the holders of a majority of
our voting stock of an amendment to the Corporation's articles of incorporation,
specifically to change our corporate name from "NovaMed, Inc." to "WWA Group,
Inc.", and the appointment of Eric Montandon, Cornelis van Lieshout and Digamber
Naswa to the Corporation's board of directors. This Information Statement is
first being mailed to stockholders on or about September 8, 2003. We anticipate
that the amendment to our articles of incorporation will become effective on or
after September 28, 2003.
On August 8, 2003, the Corporation's board of directors approved a resolution
authorizing the filing of an amendment to our articles of incorporation with the
Nevada Secretary of State to change the Corporation's name from "NovaMed, Inc."
to WWA Group, Inc." On August 8, 2003, the holders of a majority of the
outstanding shares of the Corporation's common stock entitled to vote thereon
executed a written consent to such action in accordance with the provisions set
forth in the State of Nevada Revised Statutes Title 7 Chapter 78 Section 320 and
Article II, Section 10 of the Corporation's bylaws.
This letter and the accompanying Information Statement are being distributed to
you, our stockholders, in accordance with the requirements of the State of
Nevada Revised Statutes Title 7, Chapter 78 Section 370, Article II, Section 4
of the Corporation's bylaws and Section 14(c) of the Securities Exchange Act of
1934, as amended. This Information Statement describes the change to the
Corporation's articles of incorporation and the appointments to the board of
directors.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
Thank you for your continued interest in and support.
By Order of the Board of Directors
/s/ Cornelis van Lieshout
Cornelis van Lieshout
President
2
NOVAMED, INC.
2465 West 12th Street, Suite 2
Tempe, Arizona 85281
(480) 505-0070
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
This Information Statement is being mailed on or about September 8, 2003 to all
stockholders of record of NovaMed, Inc., a Nevada corporation ("Corporation"),
as of the close of business on August 8, 2003. It is being furnished in
connection with the adoption of an amendment to the Corporation's articles of
incorporation and the approval of certain appointments to the board of
directors. The actions taken were approved by the written consent of the holders
of a majority of the outstanding shares of the Corporation's common stock. The
Corporation anticipates that the amendment to the articles of incorporation will
become effective on September 28, 2003. A copy of the amendment to our articles
of incorporation is attached to this document as Exhibit A.
On August 8, 2003, the Corporation's board of directors adopted resolutions
proposing and declaring advisable an amendment to our articles of incorporation
and stockholder approval of appointments to the board of directors.
Specifically, the board of directors proposed that the Corporation change its
name from "NovaMed, Inc." to "WWA Group, Inc.", and that the stockholders
approve the appointment of Eric Montandon, Cornelis van Lieshout and Digamber
Naswa to the Corporation's board of directors.
On August 8, 2003 the actions considered were adopted by the written consent of
the holders of a majority of the issued and outstanding shares of the
Corporation's common stock entitled to vote thereon in accordance with the
provisions set forth in the State of Nevada Revised Statutes Title 7, Chapter 78
Section 320 and Article II, Section 10 of the Corporation's bylaws. Our board of
directors decided to obtain the written consent of the holders of the majority
of the outstanding common stock entitled to vote on the actions taken in order
to eliminate the cost and delay involved in holding a special meeting of the
Corporation's stockholders and in order to amend our articles of incorporation
in a timely manner.
The record date for purposes of determining the stockholders entitled to vote
and to whom this Information Statement is to be sent is August 8, 2003. As of
the record date, we had 15,742,803 shares of common stock issued and outstanding
and entitled to vote on the actions presented for consideration, with each share
of common stock entitled to one vote. The holders of 10,025,000 shares of the
issued and outstanding common stock, representing approximately 63% of the votes
entitled to be cast with regard to the actions presented, approved the actions
by written consent.
Pursuant to regulations promulgated under the Securities Exchange Act of 1934,
as amended, the amendment may not be effected until at least 20 calendar days
after this Information Statement is sent or given to the Corporation's
stockholders. We anticipate that the amendments will become effective on
September 28, 2003 upon filing with the Nevada Secretary of State.
There will not be a meeting of stockholders to approve these actions and none is
required under the Nevada Revised Corporate Statutes because these actions have
been approved by written consent of the holders of a majority of the outstanding
shares of the Corporation's voting common stock. Under the State of Nevada
Revised Statutes Title 7, Chapter 78 Section 370, Article II, Section 4 of the
Corporation's bylaws and Section 14(c) of the Securities Exchange Act of 1934,
we are required to provide prompt notice of the taking of corporate action
without a meeting to our stockholders of record who have not consented in
writing to this action. This Information Statement is intended to provide you
with the required notice.
3
AMENDMENT TO THE ARTICLES OF INCORPORATION
NAME CHANGE TO WWA GROUP, INC.
The Corporation's board of directors and the stockholders holding a majority of
the outstanding shares of the Corporation's common stock have approved the
change of our corporate name from "NovaMed, Inc." to "WWA Group, Inc." by means
of an amendment to the Corporation's articles of incorporation. The corporate
name change will become effective upon the filing of an amendment to the
Corporation's articles of incorporation with the Nevada Secretary of State,
which is expected to occur as soon as is reasonably practicable on or after the
twentieth (20th) day following the mailing of this Information Statement to our
stockholders.
REASONS FOR NAME CHANGE
The stockholders holding a majority of the outstanding shares of the
Corporation's common stock believe that changing our corporate name to "WWA
Group, Inc." is in the best interests of the Corporation and our stockholders to
better reflect our new business.
The Corporation recently acquired 100% of World Wide Auctioneers, Ltd. ("WWA
Dubai") as a wholly owned subsidiary. WWA Dubai is an international equipment
auction company based in the United Arab Emirates that holds unreserved auctions
for the sale of construction, industrial and transportation equipment on a
consignment basis. Virtually all other equipment auction companies trade for
their own accounts in their own auctions, a practice that diminishes the
auctioneer's returns and antagonizes equipment dealers. WWA Dubai's business
focus on selling on behalf of consignors rather than buying or selling on its
own account eliminates any conflict between its own interests and those of
buyers or sellers.
WWA Dubai has conducted heavy equipment consignment auctions in Dubai and
Jakarta, Indonesia using a sophisticated auction and mailing information system
developed in-house over three years of holding auctions. Management is in the
process of formalizing agreements to auction large packages of equipment in the
U.S., South America and Australia. Equipment, once secured, will be auctioned
either in Dubai or through a partner in Australia. Joint ventures to conduct
auctions in China, South America and India are also under consideration.
The voting and other rights that accompany the Corporation's securities will not
be affected by the change in our corporate name. However, both our ticker
symbol, which is "NOMD," and our CUSIP number will change as a result of the
Corporation's name change. Stockholders may, but need not, exchange their
certificates to reflect the change in corporate name and CUSIP number. Your
existing certificate or certificates will continue to represent shares of the
Corporation's common stock as if its name had not changed. The Corporation's
transfer agent will issue stock certificates with its new name as stock
certificates are sent in upon transfers of shares by our existing stockholders.
Until you sell or otherwise transfer your shares of common stock, there is no
need to send our transfer agent or us your existing stock certificates.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the outstanding shares of
common stock is required for approval of this amendment to the Corporation's
articles of incorporation. The Corporation has obtained this approval through
the written consent of stockholders owning a majority of the outstanding voting
shares of its common stock. Therefore, an extraordinary meeting of the
stockholders to approve the name change and the amendment to the articles of
incorporation is unnecessary and will not take place for this purpose. A copy of
the amendment is attached to this Information Statement as Exhibit A.
4
ABSENCE OF DISSENTERS' RIGHTS
No dissenters' or appraisal rights are available to the Corporation's
stockholders under the Nevada Revised Statutes, the Corporation's articles of
incorporation or its bylaws in connection with this amendment.
APPROVAL OF THE APPOINTMENT OF ERIC MONTANDON, CORNELIS VAN LIESHOUT
AND DIGAMBER NASWA TO THE CORPORATION'S BOARD OF DIRECTORS
The Corporation's bylaws provide that individuals elected to the Corporation's
board of directors serve for a one year term or until his or her successor is
duly elected and qualified or until his or her earlier death, resignation or
removal from office. The Corporation's stockholders holding a majority of the
voting power of its common stock have approved the appointment of Eric
Montandon, Cornelis van Lieshout and Digamber Naswa to the board of directors to
serve one year terms or until their successors are duly elected and qualified or
until their earlier death, resignation or removal from office. Set forth below
is certain information concerning the nominees:
Eric Montandon
On August 8, 2003, Mr. Montandon was elected as a director and subsequently
appointed as the chairman of the board of directors of Corporation. Mr.
Montandon will serve a one year term or until the next annual meeting of the
Corporation's stockholders or until his successor is elected and qualified.
Mr. Montandon graduated from Arizona State University in 1988 with a Bachelor's
Degree in Business Finance. After graduation he worked for Winius-Montandon,
Inc. as a commercial real estate consultant and appraiser in Phoenix, Arizona
from 1988 until 1992. He was subsequently involved in forming Momentum Asia,
Inc., a design and printing operation in Subic Bay, Philippines in 1994. Mr.
Montandon operated this company as its chief executive office until the middle
of 2000. Mr. Montandon joined the board of directors in of Asia4Sale.com, Inc.
in February 2000 and was instrumental in Asia4Sale.com, Inc.'s acquisition and
development of World Wide Auctioneers, Inc. He has expanded his role in both
Asia4Sale.com, Inc. and World Wide Auctioneers, Inc. to include all areas of
finance, operations and administration.
Over the last five years he has been an officer and director of two public
companies: Asia4Sale.com, Inc. a holding company with a majority interest in
World Wide Auctioneers, Inc. from February 2000 to present (chief executive
officer, chief financial officer and director), and Net Telecommunications,
Inc., formerly a telecommunications service provider from September 2000 to
present (director).
Carl van Lieshout
On August 8, 2003, Mr. Van Lieshout was elected as a director and subsequently
appointed as the chief executive officer of the Corporation. Mr. Van Lieshout
will serve a one year term or until the next annual meeting of the Corporation's
stockholders or until his successor is elected and qualified.
Prior to joining World Wide Auctioneers, Inc., Mr. Van Lieshout spent the
previous 16 years running Machinehandel Leende BV, a family owned business that
traded heavy equipment with operating yards and sales offices in Indonesia;
Dubai and the Netherlands. Machinehandel Leede BV was a regular consignor and
purchaser at equipment auctions around the world between 1988 and 2000. He
speaks Dutch, German and English. Mr.Van Lieshout is intimately familiar with
the Dubai, United Arab Emirates business environment.
Over the last five years he has not been an officer or director of any
other public company.
5
Digamber Naswa
On August 8, 2003, Mr. Digamber was elected as a director and subsequently
appointed as the chief financial officer of the Corporation. Mr. Digamber will
serve a one year term or until the next annual meeting of the Corporation's
stockholders or until his successor is elected and qualified.
Mr. Digamber Naswa is a science graduate from the Kurukshetra University,
India. He finished his Chartered Accountancy from the Institute of Chartered
Accountants of India in 1984. He spent almost 20 years serving different
industries in India and the United Arab Emirates in his various capacities as
accounts officer, finance manager, deputy general manager and financial
controller. Over the past five years Mr. Naswa as worked as the financial
controller of World Wide Auctioneers, Ltd. (2002 to present), Trust Garment
Factory, Ltd., as deputy general manager (2000-2002) and Xpro India, Ltd. (A
division of Cimmico Birla) (1996-2000).
Over the last five years he has not been an officer or director of any other
public company.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the outstanding shares of
common stock is required for approval of the appointment of the above named
individuals to the board of directors. The Corporation has obtained this
approval through the written consent of stockholders owning a majority of the
outstanding voting shares of its common stock. Therefore, an extraordinary
meeting of the stockholders to approve the appointments is unnecessary and will
not take place for this purpose.
ABSENCE OF DISSENTERS' RIGHTS
No dissenters' or appraisal rights are available to the Corporation's
stockholders under the Nevada Revised Statutes, the Corporation's articles of
incorporation or its bylaws in connection with the appointment of directors.
BOARD OF DIRECTORS
Set forth below is certain information concerning the Corporation's board of
directors.
------------------------------- -------- ------------------------------------------------ ----------------------------
Name of Director Age Title Directors Term Ending
------------------------------- -------- ------------------------------------------------ ----------------------------
------------------------------- -------- ------------------------------------------------ ----------------------------
Eric Montandon 38 Director, chairman of the board of directors 2004
------------------------------- -------- ------------------------------------------------ ----------------------------
------------------------------- -------- ------------------------------------------------ ----------------------------
Cornelis van Lieshout 41 Director, chief executive officer 2004
------------------------------- -------- ------------------------------------------------ ----------------------------
------------------------------- -------- ------------------------------------------------ ----------------------------
Digamber Naswa 43 Director, chief financial officer 2004
------------------------------- -------- ------------------------------------------------ ----------------------------
Eric Montandon was appointed to the Corporation's board of directors on August
8, 2003, and currently serves as a director, and as the chairman of the board of
directors. Mr. Montandon has obtained shareholder approval of his appointment to
the board of directors of the Corporation.
Cornelis van Lieshout was appointed to the Corporation's board of directors on
August 8, 2003, and currently serves as a director and the Corporation's chief
executive officer. Mr. Van Lieshout has obtained shareholder approval of his
appointment to the board of directors of the Corporation.
6
Digamber Naswa was appointed to the Corporation's board of directors on August
8, 2003, and currently serves as a director and the Corporation's chief
financial officer. Mr. Naswa has obtained shareholder approval of his
appointment to the board of directors of the Corporation.
Corporate Governance; Board Committees; and Meetings
Beginning in the second quarter of 2002, the Corporation began an initiative to
evaluate its current corporate governance policies and practices and to
institute changes in its corporate governance in order to comply with current
and proposed corporate accountability standards required under the
Sarbanes-Oxley Act of 2002. The results of that evaluation were a determination
to form a standing audit committee. The audit committee has not yet been
created. The Corporation further determined to form a compensation committee at
such time as the composition of the board of directors is comprised of
sufficient members to permit useful oversight of the actions of managerial
directors.
The board of directors held two meetings during fiscal 2002. Various matters
were however approved during fiscal 2002 and fiscal 2003 to date by the
unanimous written consent of the board of directors.
Compensation of Directors
The Corporation's directors are not compensated for their services as directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the ownership of
the Corporation's common stock as of August 8, 2003 with respect to: (i) each
person known to the Corporation to be the beneficial owner of more than five
percent of the Corporation's common stock; (ii) all directors; and (iii)
directors and executive officers of the Corporation as a group. The notes
accompanying the information in the table below are necessary for a complete
understanding of the figures provided below. As of August 8, 2003, there were
15,742,803 shares of common stock issued and outstanding.
7
--------------------------- ------------------------------------- ---------------------------- -----------------------
TITLE OF AMOUNT AND NATURE OF
CLASS NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
--------------------------- ------------------------------------- ---------------------------- -----------------------
--------------------------- ------------------------------------- ---------------------------- -----------------------
Eric Montandon
Director
Common Stock 2465 West 12th Street, Suite 2
($0.001 par value) Tempe, Arizona 85281 300,000* 1.9%
--------------------------- ------------------------------------- ---------------------------- -----------------------
Cornelis van Lieshout
Common Stock Chief Executive Officer/Director
($0.001 par value) 2465 West 12th Street, Suite 2
Tempe, Arizona 85281 300,000 1.9%
--------------------------- ------------------------------------- ---------------------------- -----------------------
--------------------------- ------------------------------------- ---------------------------- -----------------------
Digamber Naswa
Common Stock Chief Financial Officer/ Director 60,000 <1%
($0.001 par value) P.O.Box - 17774, Dubai, U.A.E.
--------------------------- ------------------------------------- ---------------------------- -----------------------
--------------------------- ------------------------------------- ---------------------------- -----------------------
Asia4Sale.com, Inc. 7,525,000 47.8%
Common Stock 2465 West 12th Street, Suite 2
($0.001 par value) Tempe, Arizona 85281
--------------------------- ------------------------------------- ---------------------------- -----------------------
--------------------------- ------------------------------------- ---------------------------- -----------------------
Steverit Trustee Company
Common Stock 2,500,000 15.9%
($0.001 par value)
--------------------------- ------------------------------------- ---------------------------- -----------------------
--------------------------- ------------------------------------- ---------------------------- -----------------------
Common Stock Directors and Executive Officers as 660,000 4.2%
($0.001) par value a Group (3)
--------------------------- ------------------------------------- ---------------------------- -----------------------
* Eric Montandon is the beneficial owner of 300,000 shares of the Corporation's common stock held on his behalf by Steverit
Trustee Company.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, associate of any director or executive officer
or any other person has any substantial interest, direct or indirect, by
security holdings or otherwise, in the amendments to be made to the
Corporation's articles of incorporation or in any action covered by the related
resolution adopted by the board of directors, which is not shared by all other
stockholders.
EXECUTIVE COMPENSATION
No compensation in excess of $100,000 was awarded to, earned by, or paid to any
executive officer or employee of the Corporation during the years 2002, 2001 and
2000. The following table and the accompanying notes provide summary information
for each of the last three fiscal years concerning cash and non-cash
compensation paid or accrued by the Corporation's chief executive officer over
the last three years.
8
SUMMARY COMPENSATION TABLE
---------------------- ------------------------------------ ------------------------------------------------------------
Annual Compensation Long Term Compensation
---------------------- ------------------------------------ ------------------------------------------------------------
----------------------------------------------------------- ------------------------------- ----------------------------
Awards Payouts
----------------------------------------------------------- ------------------------------- ----------------------------
-------------- ------- --------- -------- ----------------- ---------------- -------------- ---------- -----------------
Name and Year Salary Bonus Other Annual Restricted Securities LTIP All Other
Principal ($) ($) Compensation Stock Award(s) Underlying payouts Compensation
Position ($) ($) Options ($) ($)
SARs(#)
-------------- ------- --------- -------- ----------------- ---------------- -------------- ---------- -----------------
-------------- ------- --------- -------- ----------------- ---------------- -------------- ---------- -----------------
Ruairidh 2002 - - - 420,000* - - -
Campbell 2001 24,000 - - - - - -
President 2000 67,000 - - 40,000** 600*** - -
-------------- ------- --------- -------- ----------------- ---------------- -------------- ---------- -----------------
o The 420,000 post reverse split shares shown represent the Corporation's
issuance of shares in lieu of salary.
o The 40,000 post reverse split sharesrepresent the Corporation's issuance of shares in lieu of salary.
o The 600 post reverse split shares were under option with a post reverse split exercise price
of $22.50 and expired unexercised in March 2001.
Option Grants in Last Fiscal Year
No stock option grants were made to executive officers during fiscal 2002.
Executive Consulting Agreement
In January of 2001, the Corporation entered into a consulting agreement with Mr.
Ruairidh Campbell for an initial one-year term that was renewable without
notice. The agreement required that the Corporation pay Mr. Campbell $2,000 a
month for his services. The consulting agreement was amended on April 1, 2003 to
reflect $1,000 a month in compensation for his services and terminated on August
8, 2003.
FEES PAID TO INDEPENDENT ACCOUNTANTS
Audit Fees. The aggregate fees billed to the Corporation for professional
services rendered by Tanner + Co. for the audit of the Corporation's annual
financial statements for the fiscal year ended December 31, 2002, for the
reviews of the financial statements included in the Corporation's Forms 10-QSB
for the quarters ended March 31, 2002, June 30, 2002, September 30, 2002 and for
the reviews of financial statements included in the Corporation's Forms 10-QSB
for the quarters ended March 31, 2003 and June 30, 2003, were $8,100.
Financial Information Systems Design and Implementation. There were no fees
billed to the Corporation by Tanner + Co. for financial information systems
design or implementation during the fiscal year ended December 31, 2002.
All Other Fees. There were no other fees billed to the Corporation for
additional services rendered by Tanner + Co., other than the services described
above under "Audit Fees" and "Financial Information Systems Design and
Implementation," for the fiscal year ended December 31, 2002 or any subsequent
period.
9
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Corporation's executive officers and directors, and beneficial owners of
more than 10% of the common stock, are required to file initial reports of
ownership and reports of changes of ownership of the common stock with the
Securities and Exchange Commission. The Securities and Exchange Commission rules
require such person to furnish the Corporation with copies of all Section 16(a)
reports they file. Based on a review of these reports and on written
representations from the reporting persons that no other reports were required,
the Corporation believes that the applicable Section 16(a) reporting
requirements were complied with for all transactions which occurred during the
fiscal year ended December 31, 2002, except that AAB Corp. and Graeco II, Ltd.
failed to file a Form 3 evidencing ownership in excess of 10% of the Corporation
as of December 31, 2002.
ADDITIONAL INFORMATION
Additional information concerning the Corporation, including its annual and
quarterly reports on Forms 10-KSB and 10-QSB, which have been filed with the
Securities and Exchange Commission, may be accessed through the EDGAR archives,
at www.sec.gov.
SIGNATURE
Pursuant to the requirements of the Exchange Act of 1934, as amended, the
Corporation has duly caused this report to be signed on its behalf by the
undersigned hereunto authorized.
By Order of the Board of Directors
By: /s/ Cornelis van Lieshout
Cornelis van Lieshout, Chief Executive Officer
Tempe, Arizona
September 8, 2003
10
EXHIBIT A
CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION FOR
NOVAMED, INC.
Pursuant to Section 78.320 of the Nevada Revised Statutes, the undersigned
person, desiring to amend the Articles of Incorporation of NovaMed, Inc., under
the laws of the State of Nevada, does hereby sign, verify, and deliver to the
Office of the Secretary of State of the State of Nevada this Certificate of
Amendment to the Articles of Incorporation for the above-named company
(hereinafter referred to as the "Corporation"):
Pursuant to the provisions of Section 78.320, the amendments contained herein
were duly approved and adopted by a majority of shareholders and by the board of
directors of the Corporation.
The Articles of Incorporation of the Corporation were first filed and approved
by the Office of the Secretary of State of the State of Nevada on November 12,
1996; and
Pursuant to a unanimous written consent resolution of the board of directors
dated July 31, 1997, the Articles of Incorporation of the Corporation were
amended by a Certificate of Amendment of Articles of Incorporation filed in the
office of the Secretary of State of the State of Nevada on August 29, 1997(the
"First Certificate of Amendment"); and
Pursuant to a unanimous written consent resolution of the board of directors
dated March 25, 1998 and a vote of a majority of the stockholders held at a
meeting of the stockholders of the Corporation on April 9, 1998, the directors
and stockholders of the Corporation ratified the filing of the First Certificate
of Amendment and approved the filing of a Certificate of Amendment (the "Second
Certificate of Amendment") to correct certain errors contained in the First
Certificate; and
Pursuant to a unanimous written consent resolution of the board of directors
dated March 25, 1998 and a vote of a majority of the stockholders held at a
meeting of the stockholders of the Corporation on April 9, 1998, the directors
and stockholders of the Corporation approved the filing of a Certificate of
Amendment to change the name of the Corporation (the "Third Certificate of
Amendment") and;
Pursuant to a unanimous written consent resolution of the board of directors
dated August 8, 2003 and action taken by a majority of the stockholders in lieu
of a meeting on August 8, 2003, the directors and stockholders of the
Corporation approved the filing of a Certificate of Amendment to change the name
of the Corporation (the "Fourth Certificate of Amendment").
THEREFORE, Article I of the Articles of Incorporation of the Corporation is
hereby amended and restated in its entirety as follows:
"Article I
The name of the Corporation is WWA Group, Inc."
The amendment to change the name of the Corporation to "WWA Group, Inc.," was
adopted by 10,025,000 shares, or 63.7% %, of the 15,742,803 issued and
outstanding shares of common stock entitled to approve such amendment.
11
The name change to WWA Group, Inc. will be effective on September 28, 2003 upon
the filing of this amendment to the Amended Articles of Incorporation of
NovaMed, Inc. with the Office of the Secretary of State of the State of Nevada.
DATED this 8th day of August, 2003.
/s/ Carl van Lieshout
-------------------------------------------------------------------------
Carl van Lieshout, Chief Executive Officer and Director
12