U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-SB
GENERAL
FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS
ISSUERS
UNDER
SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission
file number ______
R&R
Acquisition VI, Inc.
(Name
of
Small Business Issuer in its charter)
|
Delaware
|
|
56-2590442
|
|
(State
or other jurisdiction
of incorporation or formation) |
|
(I.R.S.
employer
identification number) |
|
c/o
Kirk M. Warshaw
47 School Avenue Chatham, New Jersey |
|
07928
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Issuer's
telephone number: 973-635-4047
Copies
to:
David
N.
Feldman, Esq.
Feldman
Weinstein & Smith, LLP
420
Lexington Avenue, Suite 2620
New
York,
NY 10170
(212)
869-7000
Securities
to be registered under Section 12(b) of the Act: none
Securities
to be registered under Section 12(g) of the Exchange Act:
|
Title
of each class
|
Name
of Exchange on which to be so
registered each class is to be registered |
|
|
Common
Stock, $.0001
|
N/A
|
1
ITEM
1. DESCRIPTION
OF BUSINESS
(a) Business
Development
R&R
Acquisition VI, Inc. (“we”, “us”, “our”, the “Company” or the “Registrant”) was
incorporated in the State of Delaware on June 2, 2006. Since inception, the
Company has been engaged in organizational efforts and obtaining initial
financing. The Company was formed as a vehicle to pursue a business combination
and has made no efforts to date to identify a possible business combination.
As
a result, the Company has not conducted any negotiations nor entered into a
letter of intent concerning any target business. The business purpose of the
Company is to seek the acquisition of, or merger with, an existing operating
company.
(b) Business
of Issuer
The
Company, based on proposed business activities, is a "blank check" company.
The
U.S. Securities and Exchange Commission (the “SEC”) defines those companies as
"any development stage company that is issuing a penny stock, within the meaning
of Section 3 (a)(51) of the Exchange Act of 1934, as amended, (the “Exchange
Act”) and that has no specific business plan or purpose, or has indicated that
its business plan is to merge with an unidentified company or companies." Under
SEC Rule 12b-2 under the Securities Act of 1933, as amended (the “Securities
Act”), the Company also qualifies as a “shell company,” because it has no or
nominal assets (other than cash) and no or nominal operations. Many states
have
enacted statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions. Management does
not
intend to undertake any efforts to cause a market to develop in our securities,
either debt or equity, until we have successfully concluded a business
combination. The Company intends to comply with the periodic reporting
requirements of the Exchange Act for so long as we are subject to those
requirements.
The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The Company’s principal business objective
for the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with an operating business. The Company will
not
restrict its potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.
The
analysis of new business opportunities has and will be undertaken by or under
the supervision of the officers and directors of the Registrant. The Registrant
has unrestricted flexibility in seeking, analyzing and participating in
potential business opportunities. In its efforts to analyze potential
acquisition targets, the Registrant will consider the following kinds of
factors:
(a)
Potential
for growth, indicated by new technology, anticipated market expansion or new
products;
2
(b) Competitive
position as compared to other firms of similar size and experience within the
industry segment as well as within the industry as a whole;
(c)
Strength
and diversity of management, either in place or scheduled for
recruitment;
(d)
Capital
requirements and anticipated availability of required funds, to be provided
by
the Registrant or from operations, through the sale of additional securities,
through joint ventures or similar arrangements or from other
sources;
(e)
The
cost
of participation by the Registrant as compared to the perceived tangible and
intangible values and potentials;
(f)
The
extent to which the business opportunity can be advanced;
(g)
The
accessibility of required management expertise, personnel, raw materials,
services, professional assistance and other required items; and
(h)
Other
relevant factors.
In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries, and
at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Due to the Registrant's limited capital available for
investigation, the Registrant may not discover or adequately evaluate adverse
facts about the opportunity to be acquired.
FORM
OF
ACQUISITION
The
manner in which the Registrant participates in an opportunity will depend upon
the nature of the opportunity, the respective needs and desires of the
Registrant and the promoters of the opportunity, and the relative negotiating
strength of the Registrant and such promoters.
It
is
likely that the Registrant will acquire its participation in a business
opportunity through the issuance of common stock or other securities of the
Registrant. Although the terms of any such transaction cannot be predicted,
it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"),
depends upon whether the owners of the acquired business own 80% or more of
the
voting stock of the surviving entity. If a transaction were structured to take
advantage of these provisions rather than other "tax free" provisions provided
under the Code, all prior stockholders would in such circumstances retain 20%
or
less of the total issued and outstanding shares. Under other circumstances,
depending upon the relative negotiating strength of the parties, prior
stockholders may retain substantially less than 20% of the total issued and
outstanding shares of the surviving entity. This could result in substantial
additional dilution to the equity of those who were stockholders of the
Registrant prior to such reorganization.
3
The
present stockholders of the Registrant will likely not have control of a
majority of the voting shares of the Registrant following a reorganization
transaction. As part of such a transaction, all or a majority of the
Registrant's directors may resign and new directors may be appointed without
any
vote by stockholders.
In
the
case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders. In
the
case of a statutory merger or consolidation directly involving the Company,
it
will likely be necessary to call a stockholders' meeting and obtain the approval
of the holders of a majority of the outstanding shares. The necessity to obtain
such stockholder approval may result in delay and additional expense in the
consummation of any proposed transaction and will also give rise to certain
appraisal rights to dissenting stockholders. Most likely, management will seek
to structure any such transaction so as not to require stockholder
approval.
It
is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention
and
substantial cost for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation would not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Registrant of the related costs incurred.
We
presently have no employees apart from our management. Our officers and sole
director are engaged in outside business activities and they will devote to
our
business very limited time until the acquisition of a successful business
opportunity has been identified. We expect no significant changes in the number
of our employees other than such changes, if any, incident to a business
combination.
(c)
Reports to security holders.
(1)
The
Company is not required to deliver an annual report to security holders and
at
this time does not anticipate the distribution of such a report.
(2)
The
Company will file reports with the SEC. The Company will be a reporting company
and will comply with the requirements of the Exchange Act.
(3)
The
public may read and copy any materials the Company files with the SEC in
the SEC's Public Reference Section, Room 1580, 100 F Street, N.E.,
Washington, D.C. 20549. The public may obtain information on the operation
of
the Public Reference Section by calling the SEC at 1-800-SEC-0330.
Additionally, the SEC maintains an Internet site that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the SEC, which can be found at
http://www.sec.gov.
4
ITEM
2. MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. Our principal business objective for
the
next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with an operating business. The Company will
not
restrict our potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.
The
Company does not currently engage in any business activities that provide cash
flow. The costs of investigating and analyzing business combinations for the
next 12 months and beyond such time will be paid with money in our treasury,
and/or through borrowings from our stockholders, management or other investors.
During
the next 12 months we anticipate incurring costs related to:
| (i) |
filing
of Exchange Act reports, and
|
| (ii) |
costs
relating to consummating an
acquisition.
|
We
believe we will be able to meet these costs through use of funds in our
treasury, through deferral of fees by certain service providers and additional
amounts, as necessary, to be loaned to or invested in us by our stockholders,
management or other investors.
The
Company may consider a business which has recently commenced operations, is
a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and
is in
need of additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading
market for its shares, while avoiding, among other things, the time delays,
significant expense, and loss of voting control which may occur in a public
offering.
None
of
our officers or our director have had any preliminary contact or discussions
with any representative of any other entity regarding a business combination
with us. Any target business that is selected may be a financially unstable
company or an entity in its early stages of development or growth, including
entities without established records of sales or earnings. In that event, we
will be subject to numerous risks inherent in the business and operations of
financially unstable and early stage or potential emerging growth companies.
In
addition, we may effect a business combination with an entity in an industry
characterized by a high level of risk, and, although our management will
endeavor to evaluate the risks inherent in a particular target business, there
can be no assurance that we will properly ascertain or assess all significant
risks.
5
Our
management anticipates that it will likely be able to effect only one business
combination, due primarily to our limited financing, and the dilution of
interest for present and prospective stockholders, which is likely to occur
as a
result of our management's plan to offer a controlling interest to a target
business in order to achieve a tax-free reorganization. This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.
The
Company anticipates that the selection of a business combination will be complex
and extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital,
our
management believes that there are numerous firms seeking even the limited
additional capital that we will have and/or the perceived benefits of becoming
a
publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and
the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development,
all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.
Continuing
Operational Expenses for the Interim Period ended June 30, 2006
Because
we currently do not have any business operations, we have not had any revenues
during the interim period ended June 30, 2006. Total expenses for the interim
period ended June 30, 2006 were $18,500. These expenses constituted professional
fees.
Liquidity
and Capital Resources
The
Company does not have any revenues from any operations absent a merger or other
combination with an operating company and no assurance can be given that such
a
merger or other combination will occur or that the Company can engage in any
public or private sales of the Company’s equity or debt securities to raise
working capital. The Company is dependent upon future loans from its present
stockholders or management and there can be no assurances that its present
stockholders or management will make any loans to the Company. During June
2006
$40,250 of cash was contributed as Common Stock and Contributed Capital. At
June
30, 2006, the Company had cash of $25,767 and working capital of
$21,767.
Commitments
We
do not
have any commitments which are required to be disclosed in tabular form as
of
June 30, 2006.
6
RISK
FACTORS
An
investment in the Company is highly speculative in nature and involves an
extremely high degree of risk.
There
may be conflicts of interest between our management and our non-management
stockholders.
Conflicts
of interest create the risk that management may have an incentive to act
adversely to the interests of other investors. A conflict of interest may arise
between our management's personal pecuniary interest and its fiduciary duty
to
our stockholders. Further, our management's own pecuniary interest may at some
point compromise its fiduciary duty to our stockholders. In addition, Arnold
P.
Kling, our President and sole director, and Kirk M. Warshaw, our Secretary
and
Chief Financial Officer, are currently involved with other blank check companies
and conflicts in the pursuit of business combinations with such other blank
check companies with which they and affiliates of our majority stockholders
are,
and may in the future be, affiliated with may arise. If we and the other blank
check companies that our officers and director are affiliated with desire to
take advantage of the same opportunity, then those officers and director that
are affiliated with both companies would abstain from voting upon the
opportunity. Further, Rodman & Renshaw, LLC, a registered broker-dealer and
affiliate of our majority stockholder, may act as investment banker, placement
agent or financial consultant to the Company or an acquisition candidate in
connection with a potential business combination transaction and may receive
a
fee for providing such services. We cannot assure you that conflicts of interest
among us, Rodman & Renshaw, our management and our stockholders will not
develop.
Our
business is difficult to evaluate because we have no operating
history.
As
the
Company has no operating history or revenue and only minimal assets, there
is a
risk that we will be unable to continue as a going concern and consummate a
business combination. The Company has had no recent operating history nor any
revenues or earnings from operations since inception. We have no significant
assets or financial resources. We will, in all likelihood, sustain operating
expenses without corresponding revenues, at least until the consummation of
a
business combination. This may result in our incurring a net operating loss
that
will increase continuously until we can consummate a business combination with
a
profitable business opportunity. We cannot assure you that we can identify
a
suitable business opportunity and consummate a business
combination.
There
is competition for those private companies suitable for a merger transaction
of
the type contemplated by management.
The
Company is in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. We are and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we
do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination.
These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.
7
Future
success is highly dependent on the ability of management to locate and attract
a
suitable acquisition.
The
nature of our operations is highly speculative and there is a consequent risk
of
loss of your investment. The success of our plan of operation will depend to
a
great extent on the operations, financial condition and management of the
identified business opportunity. While management intends to seek business
combination(s) with entities having established operating histories, we cannot
assure you that we will be successful in locating candidates meeting that
criterion. In the event we complete a business combination, the success of
our
operations may be dependent upon management of the successor firm or venture
partner firm and numerous other factors beyond our control.
The
Company has no existing agreement for a business combination or other
transaction.
We
have
no arrangement, agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public entity. No
assurances can be given that we will successfully identify and evaluate suitable
business opportunities or that we will conclude a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluation. We cannot guarantee that we will be able
to
negotiate a business combination on favorable terms, and there is consequently
a
risk that funds allocated to the purchase of our shares will not be invested
in
a company with active business operations.
Management
intends to devote only a limited amount of time to seeking a target company
which may adversely impact our ability to identify a suitable acquisition
candidate.
While
seeking a business combination, management anticipates devoting no more than
a
few hours per week to the Company's affairs in total. Our officers have not
entered into a written employment agreement with us and are not expected to
do
so in the foreseeable future. This limited commitment may adversely impact
our
ability to identify and consummate a successful business
combination.
The
time and cost of preparing a private company to become a public reporting
company may preclude us from entering into a merger or acquisition with the
most
attractive private companies.
Target
companies that fail to comply with SEC reporting requirements may delay or
preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable acquisition
prospects that do not have or are unable to obtain the required audited
statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.
8
The
Company may be subject to further government regulation which would adversely
affect our operations.
Although
we will be subject to the reporting requirements under the Exchange Act,
management believes we will not be subject to regulation under the Investment
Company Act of 1940, as amended (the “Investment Company Act”), since we will
not be engaged in the business of investing or trading in securities. If we
engage in business combinations which result in our holding passive investment
interests in a number of entities, we could be subject to regulation under
the
Investment Company Act. If so, we would be required to register as an investment
company and could be expected to incur significant registration and compliance
costs. We have obtained no formal determination from the SEC as to our status
under the Investment Company Act and, consequently, violation of the Investment
Company Act could subject us to material adverse consequences.
Any
potential acquisition or merger with a foreign company may subject us to
additional risks.
If
we
enter into a business combination with a foreign company, we will be subject
to
risks inherent in business operations outside of the United States. These risks
include, for example, currency fluctuations, regulatory problems, punitive
tariffs, unstable local tax policies, trade embargoes, risks related to shipment
of raw materials and finished goods across national borders and cultural and
language differences. Foreign economies may differ favorably or unfavorably
from
the United States economy in growth of gross national product, rate of
inflation, market development, rate of savings, and capital investment, resource
self-sufficiency and balance of payments positions, and in other
respects.
There
is currently no trading market for our common stock.
Outstanding
shares of our common stock cannot be offered, sold, pledged or otherwise
transferred unless subsequently registered pursuant to, or exempt from
registration under, the Securities Act and any other applicable federal or
state
securities laws or regulations. These restrictions will limit the ability of
our
stockholders to liquidate their investment.
The
Company may be subject to certain tax consequences in our business, which may
increase our cost of doing business.
We
may
not be able to structure our acquisition to result in tax-free treatment for
the
companies or their stockholders, which could deter third parties from entering
into certain business combinations with us or result in being taxed on
consideration received in a transaction. Currently, a transaction may be
structured so as to result in tax-free treatment to both companies, as
prescribed by various federal and state tax provisions. We intend to structure
any business combination so as to minimize the federal and state tax
consequences to both us and the target entity; however, we cannot guarantee
that
the business combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes that may have an adverse
effect on both parties to the transaction.
9
Our
business will have no revenues unless and until we merge with or acquire an
operating business.
We
are a
development stage company and have had no revenues from operations. We may
not
realize any revenues unless and until we successfully merge with or acquire
an
operating business.
The
Company intends to issue more shares in a merger or acquisition, which will
result in substantial dilution.
Our
Certificate of Incorporation authorizes the issuance of a maximum of
75,000,000 shares of common stock and a maximum of 10,000,000 shares of
preferred stock. Any merger or acquisition effected by us may result in the
issuance of additional securities without stockholder approval and may result
in
substantial dilution in the percentage of our common stock held by our then
existing stockholders. Moreover, the common stock issued in any such merger
or
acquisition transaction may be valued on an arbitrary or non-arm’s-length basis
by our management, resulting in an additional reduction in the percentage of
common stock held by our then existing stockholders. Our Board
of
Directors has the power to issue any or all of such authorized but unissued
shares without stockholder approval. To the extent that additional shares of
common stock or preferred stock are issued in connection with a business
combination or otherwise, dilution to the interests of our stockholders will
occur and the rights of the holders of common stock might be materially and
adversely affected.
The
Company has conducted no market research or identification of business
opportunities, which may affect our ability to identify a business to merge
with
or acquire.
The
Company has neither conducted nor have others made available to us results
of
market research concerning prospective business opportunities. Therefore, we
have no assurances that market demand exists for a merger or acquisition as
contemplated by us. Our management has not identified any specific business
combination or other transactions for formal evaluation by us, such that it
may
be expected that any such target business or transaction will present such
a
level of risk that conventional private or public offerings of securities or
conventional bank financing will not be available. There is no assurance that
we
will be able to acquire a business opportunity on terms favorable to us.
Decisions as to
which
business opportunity to participate in will be unilaterally made by our
management, which may act without the consent, vote or approval of our
stockholders.
10
Because
we may seek to complete a business combination through a “reverse merger”,
following such a transaction we may not be able to attract the attention of
major brokerage firms.
Additional
risks may exist since we will assist a privately held business to become public
through a “reverse merger.” Securities analysts of major brokerage firms may not
provide coverage of our Company since there is no incentive to brokerage firms
to recommend the purchase of our common stock. No assurance can be given that
brokerage firms will want to conduct any secondary offerings on behalf of our
post-merger company in the future.
We
cannot assure you that following a business combination with an operating
business, our common stock will be listed on NASDAQ or any other securities
exchange.
Following
a business combination, we may seek the listing of our common stock on NASDAQ
or
the American Stock Exchange. However, we cannot assure you that following such
a
transaction, we will be able to meet the initial listing standards of either
of
those or any other stock exchange, or that we will be able to maintain a listing
of our common stock on either of those or any other stock exchange. After
completing a business combination, until our common stock is listed on the
NASDAQ or another stock exchange, we expect that our common stock would be
eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
system, or on the “pink sheets,” where our stockholders may find it more
difficult to dispose of shares or obtain accurate quotations as to the market
value of our common stock. In addition, we would be subject to an SEC rule
that,
if it failed to meet the criteria set forth in such rule, imposes various
practice requirements on broker-dealers who sell securities governed by the
rule
to persons other than established customers and accredited investors.
Consequently, such rule may deter broker-dealers from recommending or selling
our common stock, which may further affect its liquidity. This would also make
it more difficult for us to raise additional capital following a business
combination.
There
is no public market for our common stock, nor have we ever paid dividends on
our
common stock.
There
is
no public trading market for our common stock and none is expected to develop
in
the foreseeable future unless and until the Company completes a business
combination with an operating business and such business files a registration
statement under the Securities Act. Additionally, we have never paid dividends
on our common stock and do not presently intend to pay any dividends in the
foreseeable future. We anticipate that any funds available for payment of
dividends will be re-invested into the Company to further its business strategy.
Authorization
of preferred stock.
Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
of preferred stock with designations, rights and preferences determined from
time to time by its Board of Directors. Accordingly, our Board of Directors
is
empowered, without stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting, or other rights which could adversely affect
the voting power or other rights of the holders of the common stock. In the
event of issuance, the preferred stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change
in
control of the Company. Although we have no present intention to issue any
shares of its authorized preferred stock, there can be no assurance that the
Company will not do so in the future.
11
This
registration statement contains forward-looking statements and information
relating to us, our industry and to other businesses.
These
forward-looking statements are based on the beliefs of our management, as well
as assumptions made by and information currently available to our management.
When used in this prospectus, the words "estimate," "project," "believe,"
"anticipate," "intend," "expect" and similar expressions are intended to
identify forward-looking statements. These statements reflect our current views
with respect to future events and are subject to risks and uncertainties that
may cause our actual results to differ materially from those contemplated in
our
forward-looking statements. We caution you not to place undue reliance on these
forward-looking statements, which speak only as of the date of this prospectus.
We do not undertake any obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after the date
of
this prospectus or to reflect the occurrence of unanticipated
events.
ITEM
3.
DESCRIPTION
OF PROPERTY
The
Company neither rents nor owns any property. The Company utilizes the office
space and equipment of Kirk Warshaw, its Chief Financial Officer, at no cost
on
a month to month basis.
ITEM
4.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a)
Security ownership of certain beneficial owners.
The
following table sets forth, as of July 7, 2006, the number of shares of Common
Stock owned of record and beneficially by executive officers, directors and
persons who hold 5% or more of the outstanding Common Stock of the Company.
|
Name
and Address
|
Amount
and Nature of Beneficial Ownership
|
Percentage
of Class
|
||
|
Arnold
P. Kling (1)
712
Fifth Avenue, 11th
Floor
New
York, NY 10019
|
400,000
|
16%
|
||
|
Kirk
M. Warshaw (2)
47
School Avenue
Chatham,
NJ 07928
|
100,000
|
4%
|
||
|
R&R
Investments VI, LLC
1270
Avenue of the Americas,
16th Floor New York, NY 10020 |
2,000,000
|
80%
|
||
|
All
Officers and Directors as a group (2 individuals)
|
500,000
|
20%
|
| (1) |
Mr.
Kling is President and Director of the
Company.
|
| (2) |
Mr.
Warshaw is the Secretary and Chief Financial Officer of the
Company.
|
12
ITEM
5. DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our
officers and directors and additional information concerning them are as
follows:
|
NAME
|
AGE
|
POSITION
|
||
|
Arnold
P. Kling
|
48
|
President,
Director
|
||
|
Kirk
M. Warshaw
|
48
|
Secretary,
Chief Financial Officer
|
||
Arnold
P. Kling, President and Director.
Mr.
Kling has served as President and Director of the Company since its inception.
Mr. Kling is currently a Managing Director of GH Venture Partners, LLC, a
private equity and merchant banking boutique for which he also served as a
Managing Director and General Counsel from 1995 to 1999. From 1999 through
August 2005, Mr. Kling was the President of Adelphia Holdings, LLC, a
merchant-banking firm, as well as the managing member of several private
investment funds. From 1993 to 1995 he was a senior executive and General
Counsel of Buckeye Communications, Inc., a Nasdaq listed licensing and
multimedia company. From 1990 through 1993, Mr. Kling was an associate and
partner in the corporate and financial services department of Tannenbaum,
Helpern, Syracuse & Hirschtritt LLP, a mid-size New York law firm. Mr. Kling
received a Bachelor of Science degree from New York University in International
Business in 1980 and a Juris Doctor degree from Benjamin Cardozo School of
Law
in 1983. Mr. Kling currently serves as a Director and President of Twin Lakes
Delaware, Inc., R&R Acquisition II, Inc., R&R Acquisition III, Inc.,
R&R Acquisition IV, Inc., and R&R Acquisition V, Inc., (each a publicly
reporting, non-trading company), Entrust Financial Services, Inc.
(OTCBB:ENFN), 24 Holdings, Inc. (OTCBB:TFHD), and Aerobic Creations, Inc.
(OTCBB:AERC).
Kirk
M. Warshaw, Secretary and Chief Financial Officer.
Mr.
Warshaw has served as Secretary and Chief Financial Officer of the Company
since
its inception. Mr. Warshaw is a financial professional who, since 1990, has
provided clients in a multitude of different industries with advice on
accounting, corporate finance, and general business matters. Prior to starting
his own consulting firm, from 1983 to 1990, he held the various titles of
Controller, Chief Financial Officer, President, and Chief Executive Officer
at
three separate financial institutions in New Jersey. From 1980 through 1983,
Mr.
Warshaw was a Senior Accountant at the public accounting firm of Deloitte,
Haskins & Sells. Mr. Warshaw is a 1980 graduate of Lehigh University and has
been a CPA in New Jersey since 1982. Mr. Warshaw is currently the Chief
Financial Officer of Entrust Financial Services, Inc. (OTCBB:ENFN) and Aerobic
Creations, Inc. (OTCBB:AERC), the Chief Financial Officer and Director of 24
Holdings, Inc. (OTCBB:TFHD), a Director of Empire Financial Holding Company
(AMEX:EFH), Chief Financial Officer of Twin Lakes Delaware, Inc. (a publicly
reporting, non-trading company), Chief Financial Officer and Secretary of
R&R Acquisition II, Inc., R&R Acquisition III, Inc., R&R Acquisition
IV, Inc., and R&R Acquisition V, Inc., (each a publicly reporting,
non-trading company), and a Director of two privately owned
entities.
13
The
term
of office of each director expires at our annual meeting of stockholders or
until their successors are duly elected and qualified.
B.
Significant Employees. None.
C.
Family
Relationships. None.
D.
Involvement in Certain Legal Proceedings. There have been no events under any
bankruptcy act, no criminal proceedings and no judgments, injunctions, orders
or
decrees material to the evaluation of the ability and integrity of any director,
executive officer, promoter or control person of Registrant during the past
five
years.
E.
The
Board of Directors acts as the Audit Committee and the Board has no separate
committees. The Company has no qualified financial expert at this time because
it has not been able to hire a qualified candidate. Further, the Company
believes that it has inadequate financial resources at this time to hire such
an
expert. The Company intends to continue to search for a qualified individual
for
hire.
PRIOR
BLANK CHECK COMPANY EXPERIENCE
As
indicated below, members of the management also serve as officers and directors
of:
|
Name
|
Filing
Date Registration Statement
|
Status
|
SEC
File Number
|
Pending
Business Combinations
|
Additional
Information
|
|||||
|
Twin
Lakes Delaware, Inc.
|
November
12, 2002
|
Effective
|
000-50085
|
None.
|
Mr.
Kling is the President and sole Director and Mr. Warshaw is the Secretary
and CFO of Twin Lakes Delaware, Inc.
|
|||||
|
R&R
Acquisition I, Inc.
|
January
19, 2006
|
Effective
|
000-51738
|
Effective
April 10, 2006, Global Employment Solutions, Inc. (“GES”) merged with its
subsidiary Global Employment Holdings, Inc. (“Holdings”) (formerly known
as R&R Acquisition I, Inc.). This resulted GES being 100% owned by
Holdings.
|
Mr.
Kling served as the President and sole Director and Mr. Warshaw served
the
Secretary and CFO of R&R Acquisition II, Inc. from November 5, 2005
until March of 2006.
|
|||||
|
R&R
Acquisition II, Inc.
|
January
19, 2006
|
Effective
|
000-51738
|
None.
|
Mr.
Kling is the President and sole Director and Mr. Warshaw is the Secretary
and CFO of R&R Acquisition II, Inc.
|
|||||
|
R&R
Acquisition III, Inc.
|
January
19, 2006
|
Effective
|
000-51739
|
None.
|
Mr.
Kling is the President and sole Director and Mr. Warshaw is the Secretary
and CFO of R&R Acquisition III, Inc.
|
|||||
|
R&R
Acquisition IV, Inc.
|
January
19, 2006
|
Effective
|
000-51740
|
None.
|
Mr.
Kling is the President and sole Director and Mr. Warshaw is the Secretary
and CFO of R&R Acquisition IV, Inc.
|
|||||
|
R&R
Acquisition V, Inc.
|
January
19, 2006
|
Effective
|
000-51741
|
None.
|
Mr.
Kling is the President and sole Director and Mr. Warshaw is the Secretary
and CFO of R&R Acquisition V, Inc.
|
|||||
|
R&R
Acquisition VII, Inc.
|
July
10, 2006
|
Pending
|
Unknown
(filed today)
|
None.
|
Mr.
Kling is the President and sole Director and Mr. Warshaw is the Secretary
and CFO of R&R Acquisition VII, Inc.
|
|||||
|
R&R
Acquisition VIII, Inc.
|
July
10, 2006
|
Pending
|
Unknown
(filed today)
|
None.
|
Mr.
Kling is the President and sole Director and Mr. Warshaw is the Secretary
and CFO of R&R Acquisition VIII, Inc.
|
|||||
|
R&R
Acquisition IX, Inc.
|
July
10, 2006
|
Pending
|
Unknown
(filed today)
|
None.
|
Mr.
Kling is the President and sole Director and Mr. Warshaw is the Secretary
and CFO of R&R Acquisition IX, Inc.
|
|||||
|
R&R
Acquisition X, Inc.
|
July
10, 2006
|
Pending
|
Unknown
(filed today)
|
None.
|
Mr.
Kling is the President and sole Director and Mr. Warshaw is the Secretary
and CFO of R&R Acquisition X, Inc.
|
14
ITEM
6.
EXECUTIVE
COMPENSATION
None
of
the Company’s officers or directors has received any cash remuneration since
inception. Officers will not receive any remuneration upon completion of the
offering until the consummation of an acquisition. No remuneration of any nature
has been paid for or on account of services rendered by a director in such
capacity. None of the officers and directors intends to devote more than a
few
hours a week to our affairs.
It
is
possible that, after the Company successfully consummates a business combination
with an unaffiliated entity, that entity may desire to employ or retain one
or a
number of members of our management for the purposes of providing services
to
the surviving entity. However, the Company has adopted a policy whereby the
offer of any post-transaction employment to members of management will not
be a
consideration in our decision whether to undertake any proposed transaction.
No
retirement, pension, profit sharing, stock option or insurance programs or
other
similar programs have been adopted by the Company for the benefit of its
employees.
There
are
no understandings or agreements regarding compensation our management will
receive after a business combination that is required to be included in this
table, or otherwise.
ITEM
7.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
The
Company utilizes the office space and equipment of its chief financial officer
at no cost. Management estimated such amounts to be immaterial.
Except
as
otherwise indicated herein, there have been no related party transactions,
or
any other transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-B.
15
ITEM
8.
DESCRIPTION
OF SECURITIES
(a)
Common or Preferred Stock.
The
Company is authorized by its Certificate of Incorporation to issue an aggregate
of 85,000,000 shares of capital stock, of which 75,000,000 are shares of common
stock, par value $.0001 per share (the "Common Stock") and 10,000,000 are shares
of preferred stock, par value $.0001 per share (the “Preferred Stock”). As of
July 7, 2006, 2,500,000 shares of Common Stock were issued and
outstanding.
All
outstanding shares of Common Stock are of the same class and have equal rights
and attributes. The holders of Common Stock are entitled to one vote per share
on all matters submitted to a vote of stockholders of the Company. All
stockholders are entitled to share equally in dividends, if any, as may be
declared from time to time by the Board of Directors out of funds legally
available. In the event of liquidation, the holders of Common Stock are entitled
to share ratably in all assets remaining after payment of all liabilities.
The
stockholders do not have cumulative or preemptive rights.
The
description of certain matters relating to the securities of the Company is
a
summary and is qualified in its entirety by the provisions of the Company's
Certificate of Incorporation and By-Laws, copies of which have been filed as
exhibits to this Form 10-SB.
(b)
Debt
Securities. None.
(c)
Other
Securities To Be Registered. None.
PART
II
ITEM
1.
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(a)
Market Information. The Company's Common Stock is not trading on any stock
exchange. The Company is not aware of any market activity in its stock since
its
inception and through the date of this filing.
(b)
Holders. As of July 7, 2006, there were three record holders of
2,500,000 shares
of
the Company's Common Stock.
(c)
Dividends. The Registrant has not paid any cash dividends to date and does
not
anticipate or contemplate paying dividends in the foreseeable future. It is
the
present intention of management to utilize all available funds for the
development of the Registrant's business.
16
ITEM
2. LEGAL
PROCEEDINGS.
Presently,
there are not any material pending legal proceedings to which the Registrant
is
a party or as to which any of its property is subject, and the Registrant does
not know nor is it aware of any legal proceedings threatened or contemplated
against it.
ITEM
3. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
There
are
not and have not been any disagreements between the Registrant and its
accountants on any matter of accounting principles, practices or financial
statement disclosure.
ITEM
4.
RECENT
SALES OF UNREGISTERED SECURITIES.
On
June
8, 2006, the Registrant issued 2,000,000 shares of Common Stock to R&R
Investments VI, LLC, for cash consideration of $.0001 per share, 400,000 shares
of Common Stock to Arnold P. Kling for cash consideration of $.0001 per share
and 100,000 shares of Common Stock to Kirk M. Warshaw for cash consideration
of
$.0001 per share, for an aggregate investment of $200, $40 and $10,
respectively. The Registrant sold these shares of Common Stock under the
exemption from registration provided by Section 4(2) of the Securities Act.
No
securities have been issued for services. Neither the Registrant nor any person
acting on its behalf offered or sold the securities by means of any form of
general solicitation or general advertising. No services were performed by
any
purchaser as consideration for the shares issued.
All
purchasers represented in writing that they acquired the securities for their
own accounts. A legend was placed on the stock certificates stating that the
securities have not been registered under the Securities Act and cannot be
sold
or otherwise transferred without an effective registration or an exemption
therefrom, but may not be sold pursuant to the exemptions provided by Section
4(1) of the Securities Act or Rule 144 under the Securities Act, in accordance
with the letter from Richard K. Wulff, Chief
of
the Office of Small Business Policy of the Securities and Exchange Commission’s
Division of Corporation Finance,
to Ken
Worm of NASD Regulation, Inc., dated January 21, 2000.
ITEM
5.
INDEMNIFICATION
OF DIRECTORS AND OFFICERS.
Section 145
of the Delaware General Corporation Law provides that a corporation may
indemnify directors and officers as well as other employees and individuals
against expenses including attorneys' fees, judgments, fines and amounts paid
in
settlement in connection with various actions, suits or proceedings, whether
civil, criminal, administrative or investigative other than an action by or
in
the right of the corporation, a derivative action, if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, if they had no reasonable cause to believe their conduct was
unlawful. A similar standard is applicable in the case of derivative actions,
except that indemnification only extends to expenses including attorneys' fees
incurred in connection with the defense or settlement of such actions, and
the
statute requires court approval before there can be any indemnification where
the person seeking indemnification has been found liable to the corporation.
The
statute provides that it is not exclusive of other indemnification that may
be
granted by a corporation's certificate of incorporation, bylaws, agreement,
a
vote of stockholders or disinterested directors or otherwise.
17
The
Company’s Certificate of Incorporation provides that it will indemnify and hold
harmless, to the fullest extent permitted by Section 145 of the Delaware General
Corporation Law, as amended from time to time, each person that such section
grants us the power to indemnify.
The
Delaware General Corporation Law permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for:
•
any
breach of the director's duty of loyalty to the corporation or its stockholders;
•
acts
or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law;
•
payments of unlawful dividends or unlawful stock repurchases or redemptions;
or
•
any
transaction from which the director derived an improper personal benefit.
The
Company’s Certificate of Incorporation provides that, to the fullest extent
permitted by applicable law, none of our directors will be personally liable
to
us or our stockholders for monetary damages for breach of fiduciary duty as
a
director. Any repeal or modification of this provision will be prospective
only
and will not adversely affect any limitation, right or protection of a director
of our company existing at the time of such repeal or modification.
18
R&R
ACQUISITION VI, INC.
(A
Development Stage Company)
-
INDEX -
|
|
Page
|
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
F-1
|
|
|
|
|
Balance
Sheet as of June 30, 2006
|
F-2
|
|
|
|
|
Statement
of Operations for the period from June 2, 2006 (Date of Inception)
to June
30, 2006
|
F-3
|
|
Statement
of Changes in Stockholders’ Equity for the period from June 2, 2006 (Date
of Inception) to June 30, 2006
|
F-4
|
|
|
|
|
Statement
of Cash Flows for the period from June 2, 2006 (Date of Inception)
to June
30, 2006
|
F-5
|
|
|
|
|
NOTES
TO FINANCIAL STATEMENTS
|
F-6
|
|
|
|
19
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Stockholders’
and Directors
R&R
Acquisition VI, Inc.
(A
Development Stage Company)
Chatham,
New Jersey
We
have
audited the accompanying balance sheet of R&R Acquisition VI, Inc. (A
Development Stage Company) as of June 30, 2006, and the related statements
of
operations, stockholders’ equity, cash flows for the period ended June 2, 2006
(Inception) to June 30, 2006. These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of R&R Acquisition VI, Inc. as of
June 30, 2006, and the results of its operations and its cash flows for the
period ended June 2, 2006 (Inception) to June 30, 2006, in conformity with
accounting principles generally accepted in the United States.
| |
|
|
| /s/ Sherb & Co., LLP | ||
| New
York,
New York July 7, 2006 |
Certified Public Accountants | |
F-1
R&R
ACQUISITION VI, INC.
(A
Development Stage Company)
BALANCE
SHEET
June
30,
2006
|
ASSETS
|
||||
|
Current
Assets:
|
||||
|
Cash
and cash equivalents
|
$
|
25,767
|
||
|
Total
Assets
|
$
|
25,767
|
|
LIABILITIES
AND STOCKHOLDERS’
EQUITY
|
||||
|
Current
Liabilities:
|
|
|
|
|
|
Accrued
expenses
|
|
$
|
4,000
|
|
|
TOTAL
CURRENT LIABILITIES
|
|
|
4,000
|
|
|
|
|
|
|
|
|
Commitments
and Contingencies
|
|
|
—
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
Preferred
stock, $.0001 par value; 10,000,000 shares authorized, none issued
and
outstanding
|
|
|
—
|
|
|
Common
stock, $.0001 par value; 75,000,000 shares authorized, 2,500,000
shares
issued and outstanding
|
|
|
250
|
|
|
Additional
paid-in capital
|
|
|
40,000
|
|
|
Deficit
accumulated during the development stage
|
|
|
(18,483
|
)
|
|
|
|
|
|
|
|
TOTAL
STOCKHOLDERS’ EQUITY
|
|
|
21,767
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
25,767
|
|
The
accompanying notes are an integral part of these financial
statements.
F-2
R&R
Acquisition VI, Inc.
(A
Development Stage Company)
STATEMENT
OF OPERATIONS
For
the
period from June 2, 2006 (Date of Inception) to June 30, 2006
|
Operating
expenses:
|
||||
|
Professional
fees
|
$
|
18,500
|
||
|
Interest
income
|
(17
|
)
|
||
|
Net
loss
|
$
|
(18,483
|
)
|
|
|
|
||||
|
Net
loss per share:
|
||||
|
basic
and diluted common share
|
$
|
(.01
|
)
|
|
|
Weighted
average number of common shares
|
1,964,286
|
The
accompanying notes are an integral part of these financial
statements.
F-3
R&R
ACQUISITION VI, INC.
(A
Development Stage Company)
STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY
For
the
Period from June 2, 2006 (Date of Inception) to June 30, 2006
|
Deficit Accumulated |
||||||||||||||||
|
Additional
|
During
the
|
Total
|
||||||||||||||
|
Common
stock
|
Paid-in
|
Development
|
Stockholders’
|
|||||||||||||
|
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||
|
Balance
at June 2, 2006 (inception)
|
- | $ | - | $ | - | $ | - | $ | - | |||||||
|
Common
shares issued
|
2,500,000
|
250
|
- |
-
|
250
|
|||||||||||
|
Contributed
Capital
|
-
|
-
|
40,000
|
-
|
40,000
|
|||||||||||
|
Net
loss
|
-
|
-
|
-
|
(18,483
|
)
|
(18,483
|
)
|
|||||||||
|
|
||||||||||||||||
|
Balance
at June 30, 2006
|
2,500,000
|
$
|
250
|
$
|
40,000
|
$
|
(18,483
|
)
|
$
|
21,767
|
||||||
The
accompanying notes are an integral part of these financial
statements.
F-4
R&R
Acquisition VI, Inc.
(A
Development Stage Company)
STATEMENT
OF CASH FLOWS
For
the
period from June 2, 2006 (Date of Inception) to June 30, 2006
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||
|
Net
loss
|
$
|
(18,483
|
)
|
|
|
Changes
in operating assets and liabilities
|
||||
|
Accrued
expenses
|
4,000
|
|||
|
NET
CASH USED IN OPERATING ACTIVITIES
|
(14,483
|
)
|
||
|
|
||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||
|
Proceeds
from sale of common stock
|
250
|
|||
|
Contributed
capital
|
40,000
|
|||
|
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
40,250
|
|||
|
|
||||
|
NET
INCREASE IN CASH AND CASH EQUIVALENTS
|
25,767
|
|||
|
|
||||
|
CASH
AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
-
|
|||
|
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
25,767
|
The
accompanying notes are an integral part of these financial
statements.
F-5
R&R
Acquisition VI, Inc.
(A
Development Stage Company)
NOTES
TO
FINANCIAL STATEMENTS
NOTE
1 - Organization, Business and Operations
R&R
ACQUISITION VI, INC. (the "Company") was incorporated in Delaware on June 2,
2006 with the objective to acquire, or merge with, an operating business. On
June 8, 2006, the Company sold 2,500,000 shares of common stock for $250. As
of
June 30, 2006, the Company had not yet commenced any operations.
The
Company, based on proposed business activities, is a "blank check" company.
The
Securities and Exchange Commission defines such a Company as “a development
stage company” that has no specific business plan or purpose, or has indicated
that its business plan is to engage in a merger or acquisition with an
unidentified company or companies, or other entity or person; and is issued
‘penny stock,’ as defined in Rule 3a 51-1 under the Securities Exchange Act of
1934. Many states have enacted statutes, rules and regulations limiting the
sale
of securities of "blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a market to develop
in its securities, either debt or equity, until the Company concludes a business
combination.
The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation and, to a lesser extent, that desires
to
employ the Company’s funds in its business. The Company’s principal business
objective for the next 12 months and beyond such time will be to achieve
long-term growth potential through a combination with a business rather than
immediate, short-term earnings. The Company will not restrict its potential
candidate target companies to any specific business, industry or geographical
location and, thus, may acquire any type of business. The analysis of new
business opportunities will be undertaken by or under the supervision of the
officers and directors of the Company.
NOTE
2 - Summary of Significant Accounting Policies
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of
the financial statements and reported amounts of revenue and expenses during
the
reporting period. Actual results could differ from those estimates.
Cash
and Cash Equivalents
For
purposes of the statement of cash flows, the Company considers all short-term
investments with an original maturity of three months or less to be cash
equivalents.
Fair
Value of Financial Instruments
The
carrying value of cash and cash equivalents and accrued expenses approximate
their fair value due to the short-term maturity of these
instruments.
F-6
R&R
Acquisition VI, Inc.
(A
Development Stage Company)
NOTES
TO
FINANCIAL STATEMENTS - Continued
Income
Taxes
Income
taxes are accounted for in accordance with SFAS No. 109, Accounting for Income
Taxes. SFAS No. 109 requires the recognition of deferred tax assets and
liabilities to reflect the future tax consequences of events that have been
recognized in the Company's financial statements or tax returns. Measurement
of
the deferred items is based on enacted tax laws. In the event the future
consequences of differences between financial reporting bases and tax bases
of
the Company's assets and liabilities result in a deferred tax asset, SFAS No.
109 requires an evaluation of the probability of being able to realize the
future benefits indicated by such assets. A valuation allowance related to
a
deferred tax asset is recorded when it is more likely than not that some or
the
entire deferred tax asset will not be realized.
At
June
30, 2006, the Company has a net operating loss carry forward of approximately
$16,500 which will expire in 2026. Based on the fact that the Company has not
generated revenues since inception, the deferred tax asset of approximately
$6,400 has been offset by a full valuation allowance.
|
|
Period
Ended
June
2, 2006
(inception)
to June 30, 2006
|
|||
|
Statutory
federal tax rate
|
34
|
%
|
||
|
Tax
benefit computed at statutory rate
|
$
|
(6,300
|
)
|
|
|
State
income tax benefit, net of federal effect
|
(900
|
)
|
||
|
Change
in valuation allowance
|
6,400
|
|||
|
Other
temporary differences
|
800
|
|||
|
Total
|
$
|
-
|
||
Earnings
Per Share
Basic
and
diluted net earnings per share are computed by dividing net income (loss) by
the
weighted-average number of shares of common stock outstanding during the period.
NOTE
3 - Common Stock
The
Company is authorized to issue 75,000,000 shares of common stock with such
designations, voting and other rights and preferences as may be determined
from
time to time by the Board of Directors. During June 2006, the Company sold
2,500,000 shares of its common stock to three accredited related party investors
pursuant to a Private Placement Offering at par value for a total of $250.
During June, a stockholder also contributed an additional $40,000 to the
Company.
NOTE
4 - Preferred Stock
The
Company is authorized to issue 10,000,000 shares of preferred stock with such
designations, voting and other rights and preferences as may be determined
from
time to time by the Board of Directors.
NOTE
5 - New Accounting Standards
Management
does not believe that any recently issued, but not yet effective, accounting
standards, if currently adopted, would have a material effect on the
accompanying financial statements.
F-7
R&R
Acquisition VI, Inc.
(A
Development Stage Company)
NOTES
TO
FINANCIAL STATEMENTS - Continued
NOTE
6 - Related Party Activity
Office
Space
The
Company utilizes the office space and equipment of Kirk Warshaw, its Chief
Financial Officer at no cost on a month to month basis.
F-8
PART
III
ITEM
1.
INDEX
TO
EXHIBITS.
|
Exhibit
|
||
|
Number
|
Description
|
|
|
|
||
|
3.1
|
Certificate
of Incorporation
|
|
|
3.2
|
By-Laws
|
20
SIGNATURES
In
accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the
undersigned, thereunto duly authorized.
| Date: July 7, 2006 | R&R Acquisition VI, INC. | |
| |
|
|
| By: | /s/ Arnold P. Kling | |
|
Name:
Arnold P. Kling
Title:
President
|
||
21
Exhibit
3.1
CERTIFICATE
OF INCORPORATION
OF
R&R
ACQUISITION VI, INC.
(Pursuant
to Section 102 of the Delaware General Corporation Law)
1.
The
name of the corporation is R&R ACQUISITION VI, INC. (the
"Corporation").
2.
The
address of its registered office in the State of Delaware is 2711 Centerville
Road, Suite 400, Wilmington, Delaware 19808, County of New Castle. The name
of
its registered agent at such address is the Corporation Service
Company.
3.
The
nature of the business or purposes 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 (the "DGCL").
4.
The
Corporation is to have perpetual existence.
5.
The
total number of shares of capital stock which the Corporation shall have
authority to issue is: Eighty-Five Million (85,000,000). These shares shall
be
divided into two classes with 75,000,000 shares designated as common stock
at
$.0001 par value (the “Common Stock”) and 10,000,000 shares designated as
preferred stock at $.0001 par value (the “Preferred Stock”).
The
Preferred Stock of the Corporation shall be issued by the Board of Directors
of
the Corporation in one or more classes or one or more series within any class
and such classes or series shall have such voting powers, full or limited,
or no
voting powers, and such designations, preferences, limitations or restrictions
as the Board of Directors of the Corporation may determine, from time to
time.
Holders
of shares of Common Stock shall be entitled to cast one vote for each share
held
at all stockholders' meetings for all purposes, including the election of
directors. The Common Stock does not have cumulative voting rights.
No
holder
of shares of stock of any class shall be entitled as a matter of right to
subscribe for or purchase or receive any part of any new or additional issue
of
shares of stock of any class, or of securities convertible into shares of stock
of any class, whether now hereafter authorized or whether issued for money,
for
consideration other than money, or by way of dividend.
6. The
Board
of Directors shall have the power to adopt, amend or repeal the by-laws of
the
Corporation.
7. No
director shall be personally liable to the Corporation or its stockholders
for
monetary damages for any breach of fiduciary duty by such director as a
director. Notwithstanding the foregoing sentence, a director shall be liable
to
the extent provided by applicable law, (i) for breach of the director's duty
of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not
in good faith or which involve intentional misconduct or a knowing violation
of
law, (iii) pursuant to Section 174 of the DGCL or (iv) for any transaction
from
which the director derived an improper personal benefit. If the DGCL hereafter
is amended to authorize the further elimination or limitation of the liability
of directors, then the liability of a director of the Corporation, in addition
to the limitation on personal liability provided herein, shall be limited to
the
fullest extent permitted by the amended DGCL. No amendment to or repeal of
this
Article 7 shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to any acts
or
omissions of such director occurring prior to such amendment.
8. The
Corporation shall indemnify, to the fullest extent permitted by Section 145
of
the DGCL, as amended from time to time, each person that such section grants
the
Corporation the power to indemnify.
9.
The
name and mailing address of the incorporator is Tara A. Laszlo, c/o Feldman
Weinstein & Smith LLP, 420 Lexington Avenue, Suite 2620, New York, New York
10170.
IN
WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named,
has
executed, signed and acknowledged this certificate of incorporation this
2nd
day of
June, 2006.
| |
|
|
| /s/ Tara A. Laszlo | ||
| Tara A. Laszlo | ||
| Incorporator | ||
Exhibit
3.2
BY-LAWS
OF
R&R
ACQUISITION VI, INC.
(a
Delaware corporation)
ARTICLE
I
STOCKHOLDERS
Section
1. Certificates
Representing Stock.
(a)
Certificates representing stock in the corporation shall be signed by, or in
the
name of, the corporation by the Chairman or Vice-Chairman of the Board of
Directors, if any, or by the President or a Vice-President and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary of the
corporation. Any or all the signatures on any such certificate may be a
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.
(b) Whenever
the corporation shall be authorized to issue more than one class of stock or
more than one series of any class of stock, and whenever the corporation shall
issue any shares of its stock as partly paid stock, the certificates
representing shares of any such class or series or of any such partly paid
stock
shall set forth thereon the statements prescribed by the General Corporation
Law. Any restrictions on the transfer or registration of transfer of any shares
of stock of any class or series shall be noted conspicuously on the certificate
representing such shares.
(c) The
corporation may issue a new certificate of stock or uncertificated shares in
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Board of Directors may require the owner of the
lost, stolen or destroyed certificate, or his legal representative, to give
the
Corporation a bond sufficient to indemnify the corporation against any claim
that may be made against it on account of the alleged loss, theft or destruction
of any such certificate or the issuance of any such new certificate or
uncertificated shares.
Section
2. Uncertificated
Shares.
Subject
to any conditions imposed by the General Corporation Law, the Board of Directors
of the corporation may provide by resolution or resolutions that some or all
of
any or all classes or series of the stock of the corporation shall be
uncertificated shares. Within a reasonable time after the issuance or transfer
of any uncertificated shares, the corporation shall send to the registered
owner
thereof any written notice prescribed by the General Corporation
Law.
Section
3. Fractional
Share Interests.
The
corporation may, but shall not be required to, issue fractions of a share.
If
the Corporation does not issue fractions of a share, it shall (1) arrange for
the disposition of fractional interests by those entitled thereto, (2) pay
in
cash the fair value of fractions of a share as of the time when those entitled
to receive such fractions are determined, or (3) issue scrip or warrants in
registered form (either represented by a certificate or uncertificated) or
bearer form (represented by a certificate) which shall entitle the holder to
receive a full share upon the surrender of such scrip or warrants aggregating
a
full share. A certificate for a fractional share or an uncertificated fractional
share shall, but scrip or warrants shall not unless otherwise provided therein,
entitle the holder to exercise voting rights, to receive dividends thereon,
and
to participate in any of the assets of the Corporation in the event of
liquidation. The Board of Directors may cause scrip or warrants to be issued
subject to the conditions that they shall become void if not exchanged for
certificates representing the full shares or uncertificated full shares before
a
specified date, or subject to the conditions that the shares for which scrip
or
warrants are exchangeable may be sold by the corporation and the proceeds
thereof distributed to the holders of scrip or warrants, or subject to any
other
conditions which the Board of Directors may impose.
Section
4. Stock
Transfers.
Upon
compliance with provisions restricting the transfer or registration of transfer
of shares of stock, if any, transfers or registration of transfers of shares
of
stock of the corporation shall be made only on the stock ledger of the
corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary
of
the corporation or with a transfer agent or a registrar, if any, and, in the
case of shares represented by certificates, on surrender of the certificate
or
certificates for such shares of stock properly endorsed and the payment of
all
taxes due thereon.
Section
5. Record
Date For Stockholders.
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, the Board
of Directors may fix a record date, which record date shall not precede the
date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than sixty nor less than
ten
days before the date of such meeting. If no record date is fixed by the Board
of
Directors, the record date for determining stockholders entitled to notice
of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived,
at
the close of business on the day next preceding the day on which the meeting
is
held. 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. In order that the corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the
date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board of Directors, the
record date for determining the stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is required by the General Corporation Law, shall be the first date
on
which a signed written consent setting forth the action taken or proposed to
be
taken is delivered to the corporation by delivery to its registered office
in
the State of Delaware, its principal place of business, or an officer or agent
of the corporation having custody of the book in which proceedings of meeting
of
stockholders are recorded. Delivery made to the corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
If no record date has been fixed by the Board of Directors and prior action
by
the Board of Directors is required by the General Corporation Law, the record
date for determining stockholders entitled to consent to corporate action in
writing without a meeting shall be at the close of business on the day on which
the Board of Directors adopts the resolution taking such prior action. In order
that the corporation may determine the stockholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or the
stockholders 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 a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action.
If
no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board
of
Directors adopts the resolution relating thereto.
Section
6. Meaning
of Certain Terms.
As used
herein in respect of the right to notice of a meeting of stockholders or a
waiver thereof or to participate or vote thereat or to consent or dissent in
writing in lieu of meeting, as the case may be, the term "share" or "shares"
or
"share of stock" or "shares of stock" or "stockholder" or "stockholders" refers
to an outstanding share or shares of stock and to a holder or holders of record
of outstanding shares of stock when the corporation is authorized to issue
only
one class of shares of stock, and said reference is also intended to include
any
outstanding share or shares of stock and any holder or holders of record of
outstanding shares of stock of any class upon which or upon whom the certificate
of incorporation confers such rights where there are two or more classes or
series of shares of stock or upon which or upon whom the General Corporation
Law
confers such rights notwithstanding that the certificate of incorporation may
provide for more than one class or series of shares of stock, one or more of
which are limited or denied such rights thereunder; provided, however, that
no
such right shall vest in the event of an increase or a decrease in the
authorized number of shares of stock of any class or series which is otherwise
denied voting rights under the provisions of the certificate of incorporation,
except as any provision of law may otherwise require.
Section
7. Stockholder
Meetings.
- Time.
The
annual meeting shall be held on the date and at the time fixed, from time to
time, by the directors, provided that the first annual meeting shall be held
on
a date within thirteen months after the organization of the corporation, and
each successive annual meeting shall be held on a date within thirteen months
after the date of the preceding annual meeting. A special meeting shall be
held
on the date and at the time fixed by the directors.
- Place.
Annual
meetings and special meetings shall be held at such place, within or without
the
State of Delaware, as the directors may, from time to time, fix. Whenever the
directors shall fail to fix such place, the meeting shall be held at the
registered office of the corporation in the State of Delaware.
- Call.
Annual
meetings and special meetings may be called by the directors or by any officer
instructed by the directors to call the meeting.
- Notice
or Waiver of Notice.
Written
notice of all meetings shall be given, stating the place, date, hour of the
meeting and stating the place within the city or other municipality or community
at which the list of stockholders of the corporation may be examined. The notice
of an annual meeting shall state that the meeting is called for the election
of
directors and for the transaction of other business which may properly come
before the meeting, and shall (if any other action which could be taken at
a
special meeting is to be taken at such annual meeting) state the purpose or
purposes. The notice of a special meeting shall in all instances state the
purpose or purposes for which the meeting is called. The notice of any meeting
shall also include, or be accompanied by, any additional statements,
information, or documents prescribed by the General Corporation Law. Except
as
otherwise provided by the General Corporation Law, a copy of the notice of
any
meeting shall be given, personally or by mail, not less than ten days nor more
than sixty days before the date of the meeting, unless the lapse of the
prescribed period of time shall have been waived, and directed to each
stockholder at his record address or at such other address which he may have
furnished by request in writing to the Secretary of the corporation. Notice
by
mail shall be deemed to be given when deposited, with postage thereon prepaid,
in the United States Mail. If a meeting is adjourned to another time, not more
than thirty days hence, and/or place is made at the meeting, it shall not be
necessary to give notice of the adjourned meeting unless the directors, after
adjournment, fix a new record date for the adjourned meeting. Notice need not
be
given to any stockholder who submits a written waiver of notice signed by him
before or after the time stated therein. Attendance of a stockholder at a
meeting of stockholders shall constitute a waiver of notice of such meeting,
except when the stockholder attends the meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business
to
be transacted at, not the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.
- Stockholder
List.
The
officer who has charge of the stock ledger of the corporation shall prepare
and
make, at least ten days before every meeting of stockholders, a complete list
of
the stockholders, 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
or
other municipality or community 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. The stock ledger shall be the
only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list required by this section or the books of the corporation, or to vote
at
any meeting of stockholders.
- Conduct
of Meeting.
Meetings of the stockholders shall be presided over by one of the following
officers in the order of seniority and if present and acting-the Chairman of
the
Board, if any, the Vice-Chairman of the Board, if any, the President, a
Vice-President, or, if none of the foregoing is in office and present and
acting, by a chairman to be chosen by the stockholders. The Secretary of the
corporation, or in his absence, an Assistant Secretary, shall act as secretary
of every meeting, but if neither the Secretary nor an Assistant Secretary is
present the Chairman of the meeting shall appoint a secretary of the meeting.
- Proxy
Representation.
Every
stockholder may authorize another person or persons to act for him by proxy
in
all matters in which a stockholder is entitled to participate, whether by
waiving notice of any meeting, voting or participating at a meeting, or
expressing consent or dissent without a meeting. Every proxy must be signed
by
the stockholder or by his attorney-in-fact. No proxy shall be voted or acted
upon after three years from its date unless such proxy provides for a longer
period. A duly executed proxy shall be irrevocable if it states that is
irrevocable and, if, and only as long as it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is
an
interest in the stock itself or an interest in the corporation
generally.
- Inspectors.
The
directors, in advance of any meeting, may, but need not, appoint one or more
inspectors of election to act at the meeting or any adjournment thereof. If
any
inspector or inspectors are not appointed, the person presiding at the meeting
may, but need not appoint one or more inspectors. In case any person who may
be
appointed as an inspector fails to appear or act, the vacancy may be filled
by
appointment made by the directors in advance of the meeting or at the meeting
by
the person presiding thereat. Each inspector, if any, before entering upon
the
discharge of his duties, shall take and sign an oath faithfully to execute
the
duties of inspectors at such meeting with strict impartiality and according
to
the best of his ability. The inspectors, if any, shall determine the number
of
shares of stock outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots, or consents, hear and determine
all challenges and questions arising in connection with the right to vote,
count
and tabulate all votes, ballots, or consents, determine the result, and do
such
acts as are proper to conduct the election or vote with fairness to all
stockholders. On request of the person presiding at the meeting, the inspector
or inspectors, if any, shall make a report in writing of any challenge,
question, or matter determined by him or them and execute a certificate of
any
fact found by him or them. Except as otherwise required by subsection (e) of
Section 231 of the General Corporation Law, the provisions of that Section
shall
not apply to the corporation.
- Quorum.
The
holders of a majority of the outstanding shares of stock shall constitute a
quorum at a meeting of stockholders for the transaction of any business. The
stockholders presents may adjourn the meeting despite the absence of a
quorum.
- Voting.
Each
share of stock shall entitle the holder thereof to one vote. Directors shall
be
elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors. Any other action shall be authorized by a majority of the votes
cast
except where the General Corporation Law prescribes a different percentage
of
votes and/or a different exercise of voting power, and except as may be
otherwise prescribed by the provisions of the certificate of incorporation
and
these Bylaws. In the election of directors, and for any other action, voting
need not be by ballot.
Section
8. Stockholder
Action Without Meetings.
Any
action required by the General Corporation Law to be taken at any annual or
special meeting of stockholders, or any action which may be taken at any annual
or special meeting of stockholders, may be taken 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
stockholders who have not consented in writing. Action taken pursuant to this
paragraph shall be subject to the provisions of Section 228 of the General
Corporation Law.
ARTICLE
II
DIRECTORS
Section
1. Functions
and Definition.
The
business and affairs of the corporation shall be managed by or under the
direction of the Board of Directors of the corporation. The Board of Directors
shall have the authority to fix the compensation of the members thereof. The
use
of the phrase "whole board" herein refers to the total number of directors
which
the corporation would have if there were no vacancies.
Section
2. Qualifications
and Number.
A
director need not be a stockholder, a citizen of the United States, or a
resident of the State of Delaware. The initial Board of Directors shall consist
of one (1) person. Thereafter, the number of directors may be increased or
decreased from time to time by action of the stockholders or of the directors,
or, if the number is not fixed, the number shall be one (1).
Section
3. Election
and Term.
The
first Board of Directors, unless the members thereof shall have been named
in
the certificate of incorporation, shall be elected by the incorporator or
incorporators and shall hold office until first annual meeting of stockholders
and until their successors are elected and qualified or until their earlier
resignation or removal. Any director may resign at any time upon written notice
to the corporation. Thereafter, directors who are elected at an annual meeting
of stockholders, and directors who are elected in the interim to fill vacancies
and newly created directorships, shall hold office until the next annual meeting
resignation or removal. Except as the General Corporation Law may otherwise
require, in the interim between annual meetings of stockholders or of special
meetings of stockholders called for the election of directors and/or for the
removal of one or more directors and for the filling of any vacancy in that
connection, newly created directorships and any vacancies in the Board of
Directors, including unfilled vacancies resulting from the removal of directors
for cause or without cause, may be filled by the vote of a majority of the
remaining directors then in office, although less than a quorum, or by the
sole
remaining director.
4. MEETINGS.
- TIME.
Meetings shall be held at such time as the Board shall fix, except that the
first meeting of a newly elected Board shall be held as soon after its election
as the directors may conveniently assemble.
- PLACE.
Meetings shall be held at such place within or without the State of Delaware
as
shall be fixed by the Board.
- CALL.
No call
shall be required for regular meetings for which the time and place have been
fixed. Special meetings may be called by or at the direction of the Chairman
of
the Board, if any, the Vice-Chairman of the Board, if any, of the President,
or
of a majority of the directors in office.
- NOTICE
OR ACTUAL OR CONSTRUCTIVE WAIVER.
No
notice shall be required for regular meetings for which the time and place
have
been fixed. Written, oral, or any other mode of notice of the time and place
shall be given for special meetings in sufficient time for the convenient
assembly of the directors thereat. Notice need not be given to any director
or
to any member of a committee of directors who submits a written waiver of notice
signed by him before or after the time stated therein. Attendance of any such
person at a meeting shall constitute a waiver of notice of such meeting, except
when he attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor
the
purpose of, any regular or special meeting of the directors need be specified
in
any written waiver of notice.
- QUORUM
AND ACTION.
A
majority of the whole Board shall constitute a quorum except when a vacancy
or
vacancies prevents such majority, whereupon a majority of the directors in
office shall constitute a quorum, provided, that such majority shall constitute
at least one-third of the whole Board. A majority of the directors present,
whether or not a quorum is present, may adjourn a meeting to another time and
place. Except as herein otherwise provided, and except as otherwise provided
by
the General Corporation Law, the vote of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board. The
quorum and voting provisions herein stated shall not be construed as conflicting
with any provisions of the General Corporation Law and these Bylaws which govern
a meeting of the directors held to fill vacancies and newly created
directorships in the Board or action of disinterested directors.
Any
member or members of the Board of Directors or of any committee designated
by
the Board, may participate in a meeting of the Board, or any such committee,
as
the case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other.
- CHAIRMAN
OF THE MEETING.
The
Chairman of the Board, if any and if present and acting, shall preside at all
meetings. Otherwise, the Vice-Chairman of the Board, if any and if present
and
acting, or the President, if present and acting, or any other director chosen
by
the Board, shall preside.
Section
5. REMOVAL
OF DIRECTORS.
Except
as may otherwise be provided by the General Corporation Law, any director or
the
entire Board of Directors may be removed, with or without cause, by the holders
of a majority of the shares then entitled to vote at an election of
directors.
Section
6. COMMITTEES.
The
Board of Directors may, by 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 any member of any such committee or committees, 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, shall have and may exercise the powers and authority
of
the Board of Directors in the management of the business and affairs of the
corporation with the exception of any authority the delegation of which is
prohibited by Section 141 of the General Corporation Law, and may authorize
the
seal of the corporation to be affixed to all papers which may require
it.
Section
7. WRITTEN
ACTION.
Any
action required or permitted to be taken at any meeting of the Board of
Directors or 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
8. BOARD
OF ADVISORS. The
Board
of Directors, in its discretion, may establish a Board of Advisors, consisting
of individuals who may or may not be stockholders or directors of the
Corporation. The purpose of the Board of Advisors would be to advise the
officers and directors of the Corporation with respect to such matters as such
officers and directors shall choose, and any other matters which the members
of
such Board of Advisors deem appropriate in furtherance of the best interest
of
the Corporation. The Board of Advisors shall meet on such basis as the members
thereof may determine. The Board of Directors may eliminate the Board of
Advisors at any time. No member of the Board of Advisors, nor the Board of
Advisors itself, shall have any authority of the Board of Directors or any
decision-making power and shall be merely advisory in nature. Unless the Board
of Directors determines another method of appointment, the President shall
recommend possible members of the Board of Advisors to the Board of Directors,
who shall approve such appointments or reject them.
ARTICLE
III
OFFICERS
The
officers of the corporation shall consist of a President, a Secretary, a
Treasurer, and, if deemed necessary, expedient, or desirable by the Board of
Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive
Vice- President, one or more other Vice-Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers with
such
title as the resolution of the Board of Directors choosing them shall designate.
Except as may otherwise be provided in the resolution of the Board of Directors
choosing him, no officer other than the Chairman or Vice-Chairman of the Board,
if any, need be a director. Any number of offices may be held by the same
person, as the directors may determine.
Unless
otherwise provided in the resolution choosing him, each officer shall be chosen
for a term which shall continue until the meeting of the Board of Directors
following the next annual meeting of stockholders and until his successor shall
have been chosen and qualified.
All
officers of the corporation shall have such authority and perform such duties
in
the management and operation of the corporation as shall be prescribed in the
resolutions of the Board of Directors designating and choosing such officers
and
prescribing their authority and duties, and shall have such additional authority
and duties as are incident to their office except to the extent that such
resolutions may be inconsistent therewith. The Secretary or an Assistant
Secretary of the corporation shall record all of the proceedings of all meetings
and actions in writing of stockholders, directors, and committees of directors,
and shall exercise such additional authority and perform such additional duties
as the Board shall assign to him. Any officer may be removed, with or without
cause, by the Board of Directors. Any vacancy in any office may be filled by
the
Board of Directors.
ARTICLE
IV
CORPORATE
SEAL
The
corporate seal shall be in such form as the Board of Directors shall
prescribe.
ARTICLE
V
FISCAL
YEAR
The
fiscal year of the corporation shall be fixed, and shall be subject to change,
by the Board of Directors.
ARTICLE
VI
AMENDMENT
These
Bylaws may be adopted, amended or repealed at any time by the unanimous written
consent of the Board of Directors.