0001021432-10-000035.txt : 20110412
0001021432-10-000035.hdr.sgml : 20110412
20101007165450
ACCESSION NUMBER: 0001021432-10-000035
CONFORMED SUBMISSION TYPE: 10-12G
PUBLIC DOCUMENT COUNT: 6
FILED AS OF DATE: 20101007
DATE AS OF CHANGE: 20110224
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Oakwood Acquisition Corp
CENTRAL INDEX KEY: 0001502656
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 273567960
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-12G
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54147
FILM NUMBER: 101114357
BUSINESS ADDRESS:
STREET 1: 215 APOLENA AVENUE
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92662
BUSINESS PHONE: 2023875400
MAIL ADDRESS:
STREET 1: 215 APOLENA AVENUE
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92662
10-12G
1
oakwoodf10100610.txt
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
General Form for Registration of Securities
of Small Business Issuers
Under Section 12(b) or (g) of
the Securities Exchange Act of 1934
OAKWOOD ACQUISITION CORPORATION
-----------------------------
(Name of Small Business Issuer)
Delaware 27-3566984
------------------ ------------------------------
(State or Other Jurisdiction I.R.S. Employer Identification
of Incorporation or Organization) Number
215 Apolena Avenue, Newport Beach, California 92662
------------------------------------------------------------
(Address of Principal Executive Offices including Zip Code)
202/387-5400
_____________
(Issuer's Telephone Number)
Securities to be Registered Under
Section 12(b) of the Act: None
Securities to be Registered Under
Section 12(g) of the Act: Common Stock,
$.0001 Par Value
(Title of Class)
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of "large accelerated filer,"
"accelerated filer," and "smaller reporting company" in Rule 12b-2
of the Exchange Act.
Large accelerated filer Accelerated filed
Non-accelerated filed Smaller reporting company X
PART I
ITEM 1. BUSINESS.
Oakwood Acquisition Corporation ("Oakwood") was incorporated on
July 19, 2010 under the laws of the State of Delaware to engage in
any lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions. Oakwood has been in the developmental stage
since inception and its operations to date have been limited to issuing
shares to its original shareholders and filing this registration statement.
Oakwood will attempt to locate and negotiate with a business entity
for the combination of that target company with Oakwood. The combination
will normally take the form of a merger, stock-for-stock exchange or
stock-for-assets exchange. In most instances the target company will
wish to structure the business combination to be within the definition of
a tax-free reorganization under Section 351 or Section 368 of the Internal
Revenue Code of 1986, as amended.
No assurances can be given that Oakwood will be successful in
locating or negotiating with any target company.
Oakwood has been formed to provide a method for a foreign or domestic
private company to become a reporting company with a class of securities
registered under the Securities Exchange Act of 1934.
Aspects of a Reporting Company
There are certain perceived benefits to being a reporting company.
These are commonly thought to include the following:
+ increased visibility in the financial community;
+ compliance with a requirement for admission to quotation on
the OTC Bulletin Board or on the Nasdaq Capital Market;
+ the facilitation of borrowing from financial institutions;
+ increased valuation;
+ greater ease in raising capital;
+ compensation of key employees through stock options for
which there may be a market valuation;
+ enhanced corporate image.
There are also certain perceived disadvantages to being a reporting
company. These are commonly thought to include the following:
+ requirement for audited financial statements;
required publication of corporate information;
+ required filings of periodic and episodic reports with the
Securities and Exchange Commission;
+ increased rules and regulations governing management,
corporate activities and shareholder relations.
Comparison with Initial Public Offering
Certain private companies may find a business combination more
attractive than an initial public offering of their securities. Reasons
for this may include the following:
+ inability to obtain an underwriter;
+ possible larger costs, fees and expenses of a public offering;
+ possible delays in the public offering process;
+ greater dilution of outstanding securities.
Certain private companies may find a business combination less
attractive than an initial public offering of their securities. Reasons
for this may include the following:
+ no investment capital raised through a business combination;
+ no underwriter support of trading.
Potential Target Companies
Business entities, if any, which may be interested in a combination
with Carin may include the following:
+ a company for which a primary purpose of becoming public is
the use of its securities for the acquisition of assets
or businesses;
+ a company which is unable to find an underwriter of its
securities or is unable to find an underwriter of
securities on terms acceptable to it;
+ a company which wishes to become public with less dilution
of its securities than would occur upon an underwriting;
+ a company which believes that it will be able to obtain
investment capital on more favorable terms after it has
become public;
+ a foreign company which may wish an initial entry into the
United States securities market;
+ a special situation company, such as a company seeking a
public market to satisfy redemption requirements under
a qualified Employee Stock Option Plan;
+ a company seeking one or more of the other perceived
benefits of becoming a public company.
A business combination with a target company will normally involve
the transfer to the target company of the majority of the issued and
outstanding common stock of Oakwood and the substitution by the target
company of its own management and board of directors.
No assurances can be given that Oakwood will be able to enter into
any business combination, as to the terms of a business combination, or
as to the nature of a target company.
The proposed business activities described herein classify Oakwood
as a "blank check" company. The Securities and Exchange Commission and
certain states have enacted statutes, rules and regulations limiting the
public sale of securities of blank check companies. Oakwood will not
make any efforts to cause a market to develop in its securities until
such time as Oakwood has successfully implemented its business plan
and it is no longer classified as a blank check company.
Oakwood is voluntarily filing this registration statement with the
Securities and Exchange Commission and is under no obligation to do so
under the Exchange Act. Oakwood will continue to file all reports
required of it under the Exchange Act until a business combination has
occurred. A business combination will normally result in a change in
control and management of Oakwood. Since a principal benefit of a
business combination with Oakwood would normally be considered its status
as a reporting company, it is anticipated that Oakwood will continue to
file reports under the Exchange Act following a business combination. No
assurance can be given that this will occur or, if it does, for how long.
James M. Cassidy is the sole officer and director of Oakwood and the sole
officer, director and shareholder of Tiber Creek Corporation, which is a
50% shareholder of Oakwood. Oakwood has no employees nor are there any
other persons than Mr. Cassidy who devote any of their time to its affairs.
All references herein to management of Oakwood are to Mr. Cassidy. The
inability at any time of Mr. Cassidy to devote sufficient attention to
Oakwood could have a material adverse impact on its operations.
Glossary
"Blank check" company As used herein, a "blank check" company
is 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.
Business combination Normally a merger, stock-for-stock or
stock-for-assets exchange with the target
company or the shareholders of the target
company.
Oakwood or The corporation whose common stock is the
the Registrant subject of this registration statement.
Exchange Act The Securities Exchange Act of 1934, as
amended.
Securities Act The Securities Act of 1933, as amended.
Risk Factors
The business of Oakwood is subject to numerous risk factors, including
the following:
Oakwood has no operating history nor revenue and minimal assets and
operates at a loss.
Oakwood has had no operating history nor any revenues or earnings
from operations. Oakwood has no significant assets or financial resources.
Oakwood has sustained losses to date and will, in all likelihood, continue
to sustain expenses without corresponding revenues, at least until the
consummation of a business combination. Tiber Creek Corporation, a
company affiliated with management, will pay all expenses incurred by
Oakwood until a business combination is effected, without repayment.
There is no assurance that Oakwood will ever be profitable.
Company has only one director and one officer.
The sole officer and director of Oakwood is James M. Cassidy.
Because management consists of only one person, Oakwood does not benefit
from multiple judgments that a greater number of directors or officers
would provide and Oakwood will rely completely on the judgment of its
sole officer and director when selecting a target company. Mr. Cassidy
anticipates devoting only a limited amount of time to the business of
Oakwood. Mr. Cassidy has not entered into a written employment agreement
with Oakwood and he is not expected to do so. Oakwood has not obtained
key man life insurance on Mr. Cassidy. The loss of the services of Mr.
Cassidy would adversely affect development of the business of Oakwood
and its likelihood of commencing operations.
Conflicts of interest.
Mr. Cassidy, the president of Oakwood, participates in other
business ventures which may compete directly with Oakwood. Additional
conflicts of interest and non-arms length transactions may also arise
in the future. The terms of a business combination may include such
terms as Tiber Creek Corporation providing services to Oakwood after a
business combination. Such services may include the preparation and
filing of a registration statement to allow the public trading of
Oakwood's securities and the introduction to brokers and market makers.
The terms of a business combination may provide for a payment by a
target company in cash or otherwise to the initial shareholders of
Oakwood for the purchase or retirement of all or part of their stock
in Oakwood. Mr. Cassidy would directly benefit from such payment.
Such benefits may influence Mr. Cassidy's choice of a target company.
The certificate of incorporation of Oakwood provides that Oakwood may
indemnify officers and/or directors of Oakwood for liabilities, which
can include liabilities arising under the securities laws. Assets of
Oakwood could be used or attached to satisfy any liabilities subject
to such indemnification.
The proposed operations of Oakwood are speculative.
The success of the proposed business plan of Oakwood will depend
to a great extent on the operations, financial condition and management
of the identified target company. While business combinations with
entities having established operating histories are preferred, there
can be no assurance that Oakwood will be successful in locating candidates
meeting such criteria. The decision to enter into a business combination
will likely be made without detailed feasibility studies, independent
analysis, market surveys or similar information which, if Oakwood had
more funds available to it, would be desirable. In the event Oakwood
completes a business combination the success of its operations will
be dependent upon management of the target company and numerous other
factors beyond the control of Oakwood. There is no assurance that
Oakwood can identify a target company and consummate a business
combination.
Possible classification as a penny stock.
In the event that a public market develops for the securities
of Oakwood following a business combination, such securities may be
classified as a penny stock depending upon their market price and the
manner in which they are traded. The Securities and Exchange Commission
has adopted Rule 15g-9 which establishes the definition of a "penny
stock", for purposes relevant to Oakwood, as any equity security that
has a market price of less than $5.00 per share or with an exercise
price of less than $5.00 per share whose securities are admitted to
quotation but do not trade on the Nasdaq Capital Market or on a national
securities exchange. For any transaction involving a penny stock, unless
exempt, the rules require delivery by the broker of a document to
investors stating the risks of investment in penny stocks, the possible
lack of liquidity, commissions to be paid, current quotation and
investors' rights and remedies, a special suitability inquiry, regular
reporting to the investor and other requirements.
There is a scarcity of and competition for business opportunities
and combinations.
Oakwood is and will continue to be an insignificant participant in
the business of seeking mergers with and acquisitions of business
entities. A large number of established and well-financed entities,
including venture capital firms, are active in mergers and acquisitions
of companies which may be merger or acquisition target candidates for
Oakwood. Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than Oakwood
and, consequently, Oakwood will be at a competitive disadvantage in
identifying possible business opportunities and successfully
completing a business combination. Moreover, Oakwood will also
compete with numerous other small public companies in seeking merger
or acquisition candidates.
There is no agreement for a business combination and no minimum
requirements for business combination.
As of the original filing date of this registration statement,
Oakwood had no current arrangement, agreement or understanding
with respect to engaging in a business combination with a specific
entity. When, if at all, Oakwood enters into a business combination
it will file the required reports with the Securities and Exchange
Commission. There can be no assurance that Oakwood will be successful
in identifying and evaluating suitable business opportunities or in
concluding a business combination. No particular industry or specific
business within an industry has been selected for a target company.
Oakwood has not established a specific length of operating history
or a specified level of earnings, assets, net worth or other criteria
which it will require a target company to have achieved, or without
which Oakwood would not consider a business combination with such
business entity. Accordingly, Oakwood may enter into a business
combination with a business entity having no significant operating
history, losses, limited or no potential for immediate earnings,
limited assets, negative net worth or other negative characteristics.
There is no assurance that Oakwood will be able to negotiate a
business combination on terms favorable to Oakwood.
Reporting requirements may delay or preclude acquisition.
Pursuant to the requirements of Section 13 of the Exchange Act,
Oakwood is required to provide certain information about significant
acquisitions including audited financial statements of the acquired
company. Obtaining audited financial statements is the economic
responsibility of the target company. The additional time and costs
that may be incurred by some potential target companies to prepare
such financial statements may significantly delay or essentially
preclude consummation of an otherwise desirable acquisition by
Oakwood. Acquisition prospects that do not have or are unable to obtain
the required audited statements may not be appropriate for acquisition
so long as the reporting requirements of the Exchange Act are applicable.
Notwithstanding a target company's agreement to obtain audited financial
statements within the required time frame, such audited financial
statements may not be available to Oakwood at the time of entering into
an agreement for a business combination. In cases where audited financial
statements are unavailable, Oakwood will have to rely upon information
that has not been verified by outside auditors in making its decision
to engage in a transaction with the business entity. This risk increases
the prospect that a business combination with such a target company
might prove to be an unfavorable one for Oakwood.
Regulation under Investment Company Act.
In the event Oakwood engages in business combinations which result
in Oakwood holding passive investment interests in a number of entities,
Oakwood could be subject to regulation under the Investment Company Act
of 1940. Passive investment interests, as used in the Investment
Company Act, essentially means investments held by entities which do
not provide management or consulting services or are not involved in the
business whose securities are held. In such event, Oakwood would be
required to register as an investment company and could be expected to
incur significant registration and compliance costs. Oakwood has
obtained no formal determination from the Securities and Exchange
Commission as to the status of Oakwood under the Investment Company
Act of 1940. Any violation of such Act could subject Oakwood to material
adverse consequences.
Probable change in control and management.
A business combination involving the issuance of the common
stock of Oakwood will, in all likelihood, result in shareholders of
a target company obtaining a controlling interest in Oakwood. As a
condition of the business combination agreement, the shareholders of
Oakwood may agree to sell, transfer or retire all or a portion of their
stock of Oakwood to provide the target company with all or majority
control. The resulting change in control of Oakwood will likely result
in removal of the present officer and director of Oakwood and a
corresponding reduction in or elimination of his participation in the
future affairs of Oakwood.
Possible change in value of shares upon business combination.
A business combination normally will involve the issuance of a
significant number of additional shares. Depending upon the value of the
assets acquired in such business combination, the per share value of the
common stock of Oakwood may increase or decrease, perhaps significantly.
Taxation. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination Oakwood
may undertake.
Currently, such transactions may be structured so as to result in
tax-free treatment to both companies, pursuant to various federal and
state tax provisions. Oakwood intends to structure any business
combination so as to minimize the federal and state tax consequences to
both Oakwood and the target company; however, there can be no assurance
that such 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 which may have an adverse effect on both parties to the transaction.
Any potential acquisition or merger with a foreign company may create
additional risks.
If Oakwood enters into a business combination with a foreign
concern it 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, capital investment,
resource self-sufficiency, balance of payments positions, and in other
respects. Any business combination with a foreign company may result
in control of Oakwood by individuals who are not resident in the United
States and in assets which are located outside the United States, either
of which could significantly reduce the ability of the shareholders to
seek or enforce legal remedies against Oakwood.
ITEM 2. FINANCIAL INFORMATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PLAN OF OPERATION.
Oakwood has no operations nor does it currently engage in any business
activities generating revenues. Oakwood's principal business objective
for the following 12 months is to achieve a business combination with a
target company.
Oakwood anticipates that during the 12 months following the date of
this registration statement, it will incur costs related to (i) filing
reports as required by the Securities Exchange Acct of 1934 and
(ii) consummating an acquisition or merger. Tiber Creek Corporation
will pay all expenses of the Company without repayment until such time
as a business combination is effected. James M. Cassidy, who is the sole
officer and director of the Company, is the sole officer, director and
shareholder of Tiber Creek Corporation.
Oakwood has no full time employees. James M. Cassidy is the sole
officer of Oakwood and its sole director. Mr. Cassidy is also the sole
shareholder of Tiber Creek Corporation , a shareholder of Oakwood.
Mr. Cassidy, as president of Oakwood, will allocate a limited portion of
his time to the activities of Oakwood without compensation. Potential
conflicts may arise with respect to the limited time commitment by
Mr. Cassidy and the potential demands of the activities of Oakwood.
Search for Target Company
Tiber Creek Corporation will supervise the search for target
companies as potential candidates for a business combination. Tiber
Creek Corporation will pay all expenses of Oakwood until such time as
a business combination is effected, without repayment. James M. Cassidy,
who is the sole officer and director of Oakwood, is the sole officer
and director and sole shareholder of Tiber Creek Corporation.
Tiber Creek Corporation may provide assistance to target companies
incident to and following a business combination, and receive payment
for such assistance from target companies.
Tiber Creek Corporation owns 10,000,000 of the 20,000,000 outstanding
shares of the common stock of Oakwood, for which it paid $50.
Tiber Creek Corporation has entered, and anticipates that it will
enter, into agreements with consultants to assist it in locating a target
company and may share stock received by it or an affiliate in Oakwood
with, or grant options on such stock to, such referring consultants and
may make payment to such consultants from its own resources. There is
no minimum or maximum amount of stock, options, or cash that Tiber Creek
Corporation may grant or pay to such consultants. Tiber Creek Corporation
is solely responsible for the costs and expenses of its activities in
seeking a potential target company, including any agreements with
consultants, and Oakwood has no obligation to pay any costs incurred
or negotiated by Tiber Creek Corporation.
Tiber Creek Corporation may seek to locate a target company through
solicitation. Such solicitation may include newspaper or magazine
advertisements, mailings and other distributions to law firms, accounting
firms, investment bankers, financial advisors and similar persons, the use
of one or more web sites and similar methods. Tiber Creek Corporation
may utilize consultants in the business and financial communities for
referrals of potential target companies. However, there is no assurance
that Tiber Creek Corporation will locate a target company for a business
combination.
Management of Oakwood
Oakwood has no full time employees. James M. Cassidy is the sole
officer of Oakwood and its sole director. Mr. Cassidy is also the sole
shareholder of Tiber Creek Corporation , a shareholder of Oakwood. Mr.
Cassidy, as president of Oakwood, will allocate a limited portion of
his time to the activities of Oakwood without compensation. Potential
conflicts may arise with respect to the limited time commitment by Mr.
Cassidy and the potential demands of the activities of Oakwood.
The amount of time spent by Mr. Cassidy on the activities of Oakwood
is not predictable. Such time may vary widely from an extensive amount
when reviewing a target company and effecting a business combination to
an essentially quiet time when activities of management focus elsewhere.
It is impossible to predict the amount of time Mr. Cassidy will actually
be required to spend to review suitable target companies.
General Business Plan
The purpose of Oakwood is to seek, investigate and, if such
investigation warrants, acquire an interest in a business entity which
desires to seek the perceived advantages of a corporation which has a class
of securities registered under the Exchange Act. Oakwood will not restrict
its search to any specific business, industry, or geographical location and
Oakwood may participate in a business venture of virtually any kind or
nature. Management anticipates that it will be able to participate in
only one potential business venture because Oakwood has nominal assets
and limited financial resources. This lack of diversification should be
considered a substantial risk to the shareholders of Oakwood because it
will not permit Oakwood to offset potential losses from one venture
against gains from another.
Oakwood may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public
marketplace in order to raise additional capital in order to expand into
new products or markets, to develop a new product or service, or for other
corporate purposes.
The most likely target companies are those seeking the perceived
benefits of a reporting corporation. Such perceived benefits may include
facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for incentive stock options or similar
benefits to key employees, increasing the opportunity to use securities
for acquisitions, providing liquidity for shareholders and other factors.
Business opportunities may be available 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
difficult and complex.
Oakwood has, and will continue to have, no capital with which to
provide the owners of business entities with any cash or other assets.
However, Oakwood offers owners of acquisition candidates the opportunity
to acquire a controlling ownership interest in a reporting company without
the time required to become a reporting company by other means.
The analysis of new business opportunities will be undertaken by, or
under the supervision of, the officer and director of Oakwood. In
analyzing prospective business opportunities, Oakwood may consider such
matters as the available technical, financial and managerial resources;
working capital and other financial requirements; history of operations,
if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may
be available and the depth of that management; the potential for further
research, development, or exploration; specific risk factors not now
foreseeable but which may be anticipated; the potential for growth or
expansion; the potential for profit; the perceived public recognition
or acceptance of products, services, or trades; name identification;
and other relevant factors. This discussion of the proposed criteria is
not meant to be restrictive of the virtually unlimited discretion of
Oakwood to search for and enter into potential business opportunities.
Oakwood is subject to the reporting requirements of the Exchange Act.
Included in these requirements is the duty of Oakwood to file audited
financial statements reporting a business combination which is required
to be filed with the Securities and Exchange Commission upon
completion of the combination.
Because of the time required to prepare financial statements, a
target company which has entered into a business combination agreement
may wish to take control of Oakwood before the target company has
completed its audit. Among other things, this will allow the target
company to announce the pending combination through filings with the
Securities and Exchange Commission which will then be available to the
financial community, potential investors, and others. In such case,
Oakwood will only have access to unaudited and possibly limited financial
information about the target company in making a decision to combine with
that company.
Oakwood will not restrict its search for any specific kind of business
entities, but may acquire a venture which is in its preliminary or
development stage, which is already in operation, or in essentially any
stage of its business life. It is impossible to predict at this time the
status of any business in which Oakwood may become engaged, whether such
business may need to seek additional capital, may desire to have its shares
publicly traded, or may seek other perceived advantages which Oakwood
may offer.
Following a business combination Oakwood may require the services of
others in regard to accounting, legal services, underwritings and
corporate public relations. If requested by a target company, Tiber
Creek Corporation may recommend one or more underwriters, financial
advisors, accountants, public relations firms or other consultants to
provide such services.
Terms of a Business Combination
In implementing a structure for a particular business acquisition,
Oakwood may become a party to a merger, consolidation, reorganization,
joint venture, licensing agreement or other arrangement with another
corporation or entity. On the consummation of a transaction, it is
likely that the present management and shareholders of Oakwood will
no longer be in control of Oakwood. In addition, it is likely that
the officer and director of Oakwood will, as part of the terms of the
business combination, resign and be replaced by one or more new
officers and directors.
It is anticipated that any securities issued in any such business
combination would be issued in reliance upon exemption from
registration under applicable federal and state securities laws. In
many circumstances, Oakwood may wish to register all or a part of such
securities for public trading after the transaction is consummated. If
such registration occurs, it will be undertaken by the surviving entity
after Oakwood has entered into an agreement for a business combination
or has consummated a business combination and Oakwood is no longer
considered a blank check company. The issuance of additional securities
and their potential sale into any trading market which may develop in the
securities of Oakwood may depress the market value of the securities of
Oakwood in the future if such a market develops, of which there is no
assurance.
While the terms of a business transaction to which Oakwood may be a
party cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and
thereby structure the acquisition in a tax-free reorganization under
Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.
Oakwood will participate in a business combination only after the
negotiation and execution of appropriate agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will
require certain representations and warranties of the parties thereto,
will specify certain events of default, will detail the terms of closing
and the conditions which must be satisfied by the parties prior to and
after such closing and will include miscellaneous other terms.
James M. Cassidy, the officer and director of Oakwood, will provide
his services without charge or repayment by Oakwood.
Undertakings and Understandings Required of Target Companies
As part of a business combination agreement, Oakwood intends to obtain
certain representations and warranties from a target company as to its
conduct following the business combination. Such representations and
warranties may include (i) the agreement of the target company to make
all necessary filings and to take all other steps necessary to remain a
reporting company under the Exchange Act for at least a specified period
of time; (ii) imposing certain restrictions on the timing and amount of
the issuance of additional free-trading stock, including stock registered
on Form S-8 or issued pursuant to Regulation S and (iii) giving assurances
of ongoing compliance with the Securities Act, the Exchange Act, the
General Rules and Regulations of the Securities and Exchange Commission,
and other applicable laws, rules and regulations.
A potential target company should be aware that the market price and
trading volume of the securities of Oakwood, when and if listed for
secondary trading, may depend in great measure upon the willingness and
efforts of successor management to encourage interest in Oakwood within
the United States financial community. Oakwood does not have the market
support of an underwriter that would normally follow a public offering of
its securities. Initial market makers are likely to simply post bid and
asked prices and are unlikely to take positions in Oakwood's securities
for their own account or customers without active encouragement and a basis
for doing so. In addition, certain market makers may take short positions
in Oakwood's securities, which may result in a significant pressure on
their market price. Oakwood may consider the ability and commitment of a
target company to actively encourage interest in Oakwood's securities
following a business combination in deciding whether to enter into a
transaction with such company.
A business combination with Oakwood separates the process of becoming
a public company from the raising of investment capital. As a result,
a business combination with Oakwood normally will not be a beneficial
transaction for a target company whose primary reason for becoming
a public company is the immediate infusion of capital. Oakwood may
require assurances from the target company that it has or that it has
a reasonable belief that it will have sufficient sources of capital to
continue operations following the business combination. However, it is
possible that a target company may give such assurances in error, or
that the basis for such belief may change as a result of circumstances
beyond the control of the target company.
Competition
Oakwood will remain an insignificant participant among the firms
which engage in the acquisition of business opportunities. There are
many established venture capital and financial concerns which have
significantly greater financial and personnel resources and technical
expertise than Oakwood. In view of Oakwood's combined extremely limited
financial resources and limited management availability, Oakwood will
continue to be at a significant competitive disadvantage compared to
Oakwood's competitors.
ITEM 3. PROPERTIES.
Oakwood has no properties and at this time has no agreements to acquire
any properties. Oakwood currently uses the offices of Tiber Creek
Corporation in Newport Beach, California, at no cost to Oakwood. Tiber
Creek Corporation will continue this arrangement until Oakwood completes
a business combination.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth each person known by Oakwood to be the
beneficial owner of five percent or more of the common stock of Oakwood,
all directors individually and all directors and officers of Oakwood as
a group. Except as noted, each person has sole voting and investment
power with respect to the shares shown.
Name and Address Amount of Beneficial
of Beneficial Owner Ownership Percentage of Class
------------------------ -------------------- -------------------
James M. Cassidy (1) 10,000,000 50%
215 Apolena Avenue
Newport Beach, CA 92662
James K. McKillop (2) 10,000,000 50%
9454 Wilshire Boulevard
Beverly Hills, California 90212
All Executive Officers and 20,000,000 100%
Directors as a Group (1 Person)
(1) As the sole shareholder, officer and director of Tiber Creek
Corporation, a Delaware corporation, Mr. Cassidy is deemed to be the
beneficial owner of the shares of common stock of Oakwood owned
by it.
(2) As the sole principal of MB Americus LLC, a California business
entity, Mr. McKillop is deemed to be the beneficial owner of the
shares of Oakwood owned by it.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
Oakwood has one director and officer as follows:
Name Age Positions and Offices Held
James M. Cassidy 75 President, Secretary, Director
Set forth below is the name of the director and officer of Oakwood,
all positions and offices with Oakwood held, the period during which he
has served as such, and the business experience during at least the last
five years:
James Michael Cassidy, Esq., LL.B., LL.M., has served as the director,
president and secretary of Oakwood since its inception. Mr. Cassidy
received a Bachelor of Science in Languages and Linguistics from
Georgetown University in 1960, a Bachelor of Laws from The Catholic
University School of Law in 1963, and a Master of Laws in Taxation
from The Georgetown University School of Law in 1968. From 1963-1964,
Mr. Cassidy was law clerk to the Honorable Inzer B. Wyatt of the United
States District Court for the Southern District of New York. From
1964-1965, Mr. Cassidy was law clerk to the Honorable Wilbur K. Miller
of the United States Court of Appeals for the District of Columbia. From
1969-1975, Mr. Cassidy was an associate of the law firm of Kieffer &
Moroney and a principal in the law firm of Kieffer & Cassidy, Washington,
D.C. From 1975 to date, Mr. Cassidy has been a principal in the law firm
of Cassidy & Associates, and its predecessors, specializing in securities
law and related corporate and federal taxation matters. Mr. Cassidy is
a member of the bars of the District of Columbia and the State of
New York, and is admitted to practice before the United States
Tax Court and the United States Supreme Court.
There are no agreements or understandings for the above-named officer
or director to resign at the request of another person and the above-
named officer and director is not acting on behalf of nor will act at
the direction of any other person.
Conflicts of Interest
James M. Cassidy, the sole officer and director of Oakwood, has
organized and expects to organize other companies of a similar nature
and with a similar purpose as Oakwood. Consequently, there are
potential inherent conflicts of interest in acting as an officer
and director of Oakwood. In addition, insofar as Mr. Cassidy is
engaged in other business activities, he may devote only a portion
of his time to the affairs of Oakwood.
Mr. Cassidy is the director and beneficial sole shareholder of
Canistel Acquisition Corporation and Greenmark Acquisition Corporation,
both corporations with a class of securities registered pursuant to the
Securities Exchange Act.
Mr. Cassidy is also the director of, and 50% beneficial shareholder
of the following companies which are filing registration statements
on Form 10 for the registration of their common stock pursuant to
the Securities Exchange Act concurrently with the filing of this
registration statement:
Sherwood Acquisition Corporation
Oakwood Acquisition Corporation
Alderwood Acquisition Corporation
A conflict may arise in the event that another blank check company
with which Mr. Cassidy is affiliated also seeks a target company. It is
anticipated that target companies will be located for Oakwood and other
blank check companies in chronological order of the date of formation of
such blank check companies or, in the case of blank check companies
formed on the same date, alphabetically. However, other blank check
companies may differ from Oakwood in certain items such as place of
incorporation, number of shares and shareholders, working capital, types
of authorized securities, or other items. It may be that a target company
may be more suitable for or may prefer a certain blank check company
other than Oakwood. In such case, a business combination might be
negotiated on behalf of the more suitable or preferred blank check
company.
Mr. Cassidy is the principal of Cassidy & Associates, a securities law
firm. As such, demands may be placed on the time of Mr. Cassidy which
will detract from the amount of time he is able to devote to Oakwood.
Mr. Cassidy intends to devote as much time to the activities of Oakwood
as required. However, should such a conflict arise, there is no assurance
that Mr. Cassidy would not attend to other matters prior to those of
Oakwood.
Mr. Cassidy is the president, director and sole shareholder of Tiber
Creek Corporation, which is a shareholder of Oakwood. At the time of a
business combination, some or all of the shares of common stock owned
by Tiber Creek Corporation may be purchased by the target company or
retired by Oakwood. The amount of common stock which may be sold or
continued to be owned by Tiber Creek Corporation cannot be determined
at this time.
The terms of a business combination may provide for a payment by
cash or otherwise to Tiber Creek Corporation for the purchase or
retirement of all or part of the common stock of Oakwood owned by it
by a target company or for services rendered by Tiber Creek Corporation
incident to or following a business combination. Mr. Cassidy would
directly benefit from such employment or payment. Such benefits may
influence Mr. Cassidy's choice of a target company.
Investment Company Act of 1940
Although Oakwood will be subject to regulation under the Securities Act
and the Exchange Act, management believes Oakwood will not be subject to
regulation under the Investment Company Act of 1940 insofar as Oakwood
will not be engaged in the business of investing or trading in securities.
In the event Oakwood engages in business combinations which result in
Oakwood holding passive investment interests in a number of entities,
Oakwood could be subject to regulation under the Investment Company Act
of 1940. In such event, Oakwood would be required to register as an
investment company and could be expected to incur significant
registration and compliance costs. Oakwood has obtained no formal
determination from the Securities and Exchange Commission as to the
status of Oakwood under the Investment Company Act of 1940. Any
violation of such Act would subject Oakwood to material adverse
consequences.
ITEM 6. EXECUTIVE COMPENSATION
The officer and director of Oakwood does not receive any compensation
for his services rendered to Oakwood, has not received such compensation
in the past, and is not accruing any compensation. However, the officer
and director of Oakwood anticipates receiving benefits as a beneficial
shareholder of Oakwood, as the officer and director and sole shareholder
of Tiber Creek Corporation and, possibly, as principal of Cassidy &
Associates, which may perform legal services for Oakwood after the
business combination.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by Oakwood for the
benefit of its employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE.
Oakwood has issued a total of 10,000,000 shares of common stock pursuant
to Section 4(2) of the Securities Act for a total of $1,000 in cash.
James M. Cassidy is the sole officer and director of Oakwood and the
sole officer, director and shareholder of Tiber Creek Corporation, which
is a 50% shareholder of Oakwood.
Oakwood is not currently required to maintain an independent director
as defined by Rule 4200 of the Nasdaq Capital Market nor does it anticipate
that it will be applying for listing of its securities on an exchange
in which an independent directorship is required. It is likely that
Mr. Cassidy would not be considered an independent director if it
were to do so.
ITEM 8. LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against
Oakwood.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
STOCK AND RELATED STOCKHOLDER MATTERS
(a) Market Price. There is no trading market for Oakwood's
common stock and there has been no trading market to date. There is
no assurance that a trading market will ever develop or, if such a
market does develop, that it will continue.
(b) Holders. The issued and outstanding shares of the common
stock of Oakwood were issued in accordance with the exemptions from
registration afforded by Section 4(2) of the Securities Act of 1933.
(c) Dividends. Oakwood has not paid any dividends to date, and
has no plans to do so in the immediate future. Oakwood presently intends
to retain all earnings, if any, for use in its business operations and
accordingly, the Board of Directors does not anticipate declaring any
dividends prior to a business combination. Dividends, if any, would be
contingent upon Oakwood's revenues and earnings, if any, capital
requirements and financial conditions. The payment of dividends would
be within the discretion of Oakwood's Board of Directors.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, Oakwood has issued 10,000,000 common
shares pursuant to Section 4(2) of the Securities Act of 1933 for an
aggregate purchase price of $1,000:
On July 19, 2010, Oakwood issued the following shares of
its common stock:
Name Number of Shares Consideration
Tiber Creek Corporation 10,000,000 $1,000
MB Americus LLC 10,000,000 $1,000
ITEM 11. DESCRIPTION OF SECURITIES.
The authorized capital stock of Oakwood consists of 100,000,000 shares
of common stock, par value $.0001 per share, of which there are 20,000,000
issued and outstanding and 20,000,000 shares of preferred stock, par
value $.0001 per share, of which none have been designated or issued.
The following statements relating to the capital stock set forth the
material terms of the securities of Oakwood; however, reference is made
to the more detailed provisions of, and such statements are qualified
in their entirety by reference to, the certificate of incorporation and
the by-laws, copies of which are filed as exhibits to this registration
statement.
Common Stock
Holders of shares of common stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of
common stock do not have cumulative voting rights. Holders of common
stock are entitled to share ratably in dividends, if any, as may be
declared from time to time by the Board of Directors in its discretion
from funds legally available therefor. In the event of a liquidation,
dissolution or winding up of Oakwood, the holders of common stock are
entitled to share pro rata all assets remaining after payment in full of
all liabilities. All of the outstanding shares of common stock are fully
paid and non-assessable.
Holders of common stock have no preemptive rights to purchase the
common stock of Oakwood. There are no conversion or redemption rights
or sinking fund provisions with respect to the common stock.
Preferred Stock
The Board of Directors is authorized to provide for the issuance of
shares of preferred stock in series and, by filing a certificate pursuant
to the applicable law of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such
series and the qualifications, limitations or restrictions thereof without
any further vote or action by the shareholders. Any shares of preferred
stock so issued would have priority over the common stock with respect to
dividend or liquidation rights. Any future issuance of preferred stock
may have the effect of delaying, deferring or preventing a change in
control of Oakwood without further action by the shareholders and may
adversely affect the voting and other rights of the holders of common
stock. At present, Oakwood has no plans to issue any preferred stock nor
adopt any series, preferences or other classification of preferred stock.
The issuance of shares of preferred stock, or the issuance of rights
to purchase such shares, could be used to discourage an unsolicited
acquisition proposal. For instance, the issuance of a series of preferred
stock might impede a business combination by including class voting
rights that would enable the holder to block such a transaction, or
facilitate a business combination by including voting rights that would
provide a required percentage vote of the stockholders. In addition,
under certain circumstances, the issuance of preferred stock could
adversely affect the voting power of the holders of the common stock.
Although the Board of Directors is required to make any determination to
issue such stock based on its judgment as to the best interests of the
stockholders of Oakwood, the Board of Directors could act in a manner that
would discourage an acquisition attempt or other transaction that some, or
a majority, of the stockholders might believe to be in their best interests
or in which stockholders might receive a premium for their stock over the
then market price of such stock. The Board of Directors does not at
present intend to seek stockholder approval prior to any issuance of
currently authorized stock, unless otherwise required by law or otherwise.
Oakwood has no present plans to issue any preferred stock.
Trading of Securities in Secondary Market
Following a business combination, a target company will normally
wish to cause Oakwood's common stock to trade in one or more United
States securities markets. The target company may elect to take the
steps required for such admission to quotation following the business
combination or at some later time. Such steps will normally involve
filing a registration statement under the Securities Act. Such
registration statement may include securities held by current
shareholders or offered by Oakwood, including warrants, shares
underlying warrants, and debt securities.
In order to qualify for listing on the Nasdaq Capital Market, a company
must have at least (i) net tangible assets of $4,000,000 or market
capitalization of $50,000,000 or net income for two of the last three years
of $750,000; (ii) public float of 1,000,000 shares with a market value of
$5,000,000; (iii) a bid price of $4.00; (iv) three market makers; (v) 300
round-lot shareholders and (vi) an operating history of one year or, if
less than one year, $50,000,000 in market capitalization. For continued
listing on the Nasdaq Capital Market, a company must have at least (i) net
tangible assets of $2,000,000 or market capitalization of $35,000,000 or
net income for two of the last three years of $500,000; (ii) a public float
of 500,000 shares with a market value of $1,000,000; (iii) a bid price of
$1.00; (iv) two market makers; and (v) 300 round-lot shareholders.
If, after a business combination and qualification of its securities
for trading, Oakwood does not meet the qualifications for listing on the
Nasdaq Capital Market, Oakwood may apply for quotation of its securities
on the OTC Bulletin Board.
In order to have its securities quoted on the OTC Bulletin Board a
company must (i) be a company that reports its current financial
information to the Securities and Exchange Commission, banking
regulators or insurance regulators; and (ii) have at least one market
maker who completes and files a Form 211 with Regulation, Inc.
The OTC Bulletin Board is a dealer-driven quotation service. Unlike
the Nasdaq Stock Market, companies cannot directly apply to be quoted
on the OTC Bulletin Board, only market makers can initiate quotes, and
quoted companies do not have to meet any quantitative financial
requirements. Any equity security of a reporting company not listed on
the Nasdaq Stock Market or on a national securities exchange is eligible.
In certain cases Oakwood may elect to have its securities initially
quoted in the Pink Sheets published by Pink OTC Markets Inc.
In general there is greatest liquidity for traded securities on the
Nasdaq Capital Market, less on the OTC Bulletin Board, and least through
quotation on the Pink Sheets. It is not possible to predict where, if
at all, the securities of Oakwood will be traded following a business
combination and qualification of its securities for trading.
The National Securities Market Improvement Act of 1996 limited the
authority of states to impose restrictions upon resales of securities
made pursuant to Sections 4(1) and 4(3) of the Securities Act of companies
which file reports under Sections 13 or 15(d) of the Exchange Act. Upon
effectiveness of this registration statement, Oakwood will be required
to, and will, file reports under Section 13 of the Exchange Act. As a
result, sales of Oakwood's common stock in the secondary market by the
holders thereof may then be made pursuant to Section 4(1) of the Securities
Act (sales other than by an issuer, underwriter or broker) without
qualification under state securities acts. The resale of such shares may
be subject to the holding period and other requirements of Rule 144 of
the General Rules and Regulations of the Securities and Exchange
Commission.
Transfer Agent
It is anticipated that StockTrans, Inc., Ardmore, Pennsylvania will
act as transfer agent for the common stock of Oakwood.
Additional Information
This registration statement and all other filings of Oakwood
when made with the Securities and Exchange Commission may be viewed
and downloaded at the Securities and Exchange Commission's website at
www.sec.gov.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision
eliminating the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty
as a director provided that such provision shall not eliminate or limit
the liability of a director (i) for any 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) under Section 174 (relating to liability for
unauthorized acquisitions or redemptions of, or dividends on, capital
stock) of the General Corporation Law of the State of Delaware, or (iv)
for any transaction from which the director derived an improper personal
benefit. Oakwood's certificate of incorporation contains such a
provision.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers or
persons controlling the company pursuant to the foregoing provisions, it
is the opinion of the Securities and Exchange Commission that such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Oakwood is a smaller reporting company in accordance with
Regulation S-X.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
Oakwood has not changed accountants since its formation and there
are no disagreements with the findings of its accountants.
ITEM 15. FINANCIAL STATEMENTS.
Set forth below are the audited financial statements for Oakwood
for the period ended December 31, 2009. The following financial
statements are attached to this report and filed as a part thereof.
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm F-1
Balance Sheet F-2
Statement of Operations F-3
Statement of Cash Flows F-4
Statement of Stockholders' Equity F-5
Notes to Financial Statements F6-F9
ANTON & CERTIFIED PUBLIC ACCOUNTANTS
CHIA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Oakwood Acquisition Corporation
We have audited the accompanying balance sheet of Oakwood Acquisition
Corporation (the "Company") as of July 31, 2010, and the related statements
of operations, stockholders' equity and cash flows for the period from July
19, 2010 (Inception) through July 31, 2010. 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 audits in accordance with standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
The Company was not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of
Company's internal control over financial reporting. Accordingly, we express
no such opinion. 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 audits provide 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 the Company as of
July 31, 2010 and the results of its operations and its cash flows for the
period from July 19, 2010 (Inception) through July 31, 2010, in conformity
with accounting principles generally accepted in the United States of
America.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company has revenues and income since
inception. Management's plans concerning these matters are also described
in Note, which includes the raising of additional equity financing. The
financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ Anton & Chia LLP
Newport Beach, CA
October 1, 2010
F-1
OAKWOOD ACQUISITION CORPORATION
BALANCE SHEET
July 31,
ASSETS 2010
----------------
Current Assets
Cash $ 2,000
----------------
TOTAL ASSETS $ 2,000
================
STOCKHOLDERS' EQUITY
Common Stock, $0.0001 Par Value, $ 2,000
100,000,000 Shares Authorized;
20,000,000 Shares Issued and
Outstanding
Retained Earnings -
----------------
Total Stockholders' Equity 2,000
================
TOTAL STOCKHOLDERS' EQUITY $ 2,000
================
See the accompanying notes to the financial statements
F-2
OAKWOOD ACQUISITION CORPORATION
STATEMENT OF OPERATIONS
For the period from
July 19, 2010
(inception) to
July 31, 2010
----------------
Operating Expenses $ -
================
Net Income $ -
================
Basic and Diluted Earnings per Share $ -
================
Weighted Average Shares 20,000,000
----------------
See the accompanying notes to the financial statements
F-3
OAKWOOD ACQUISITION CORPORATION
STATEMENT OF SHAREHOLDERS' EQUITY
Retained Total
Common Stock Earnings Stockholders'
Shares Amount (Deficit) Equity
---------- --------- --------- -----------
Balance, July 31, 2010 - - $ - $ -
Shares issued for cash 20,000,000 $ 2,000 - 2,000
Net Income - - - -
====================== ========== ======== ========== =========
Balance, July 31, 2010 20,000,000 2,000 $ - $ -
---------- -------- --------- ----------
See the accompanying notes to the financial statements
F-4
OAKWOOD ACQUISITION CORPORATION
STATEMENT OF CASH FLOWS
For the period from
July 19, 2010
(inception) to
July 31, 2010
----------------
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from the issuance
of common stock $ 2,000
================
Net Cash Flows from Financing Actitivies 2,000
================
Net Increase in Cash 2,000
Cash at Beginning of Period -
================
Cash at End of Period $ 2,000
================
See the accompanying notes to the financial statements
F-5
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
NATURE OF OPERATIONS
Oakwood Acquisition Corporation ("Oakwood") was incorporated on
July 19, 2010 under the laws of the State of Delaware to engage in any
lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions. Oakwood has been in the developmental stage
since inception and its operations to date have been limited to issuing
shares to its original shareholders and filing this registration statement.
Oakwood will attempt to locate and negotiate with a business entity for
the combination of that target company with Oakwood. The combination
will normally take the form of a merger, stock-for-stock exchange or
stock-for-assets exchange. In most instances the target company will wish
to structure the business combination to be within the definition of a
tax-free reorganization under Section 351 or Section 368 of the Internal
Revenue Code of 1986, as amended. No assurances can be given that
Oakwood will be successful in locating or negotiating with any target
company. Oakwood has been formed to provide a method for a foreign or
domestic private company to become a reporting company with a class of
securities registered under the Securities Exchange Act of 1934.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is designed
to assist in understanding the Company's financial statements. Such
financial statements and accompanying notes are the representations of the
Company's management, who are responsible for their integrity and
objectivity. These accounting policies conform to accounting principles
generally accepted in the United States of America ("GAAP") in all
material respects, and have been consistently applied in preparing the
accompanying financial statements.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP 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 the reported
amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.
F-6
Oakwood Acquisition Corporation
Notes to the Financial Statements
For the Period from July 19, 2010 (Inception) to July 31, 2010
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
(CONTINUED)
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash. The Company
places its cash with high quality banking institutions. From time to
time, the Company maintains cash balances at certain institutions in
excess of the Federal Deposit Insurance Corporation limit.
INCOME TAXES
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax assets
will not be realized.
LOSS PER COMMON SHARE
Basic loss per common shares excludes dilution and is computed by dividing
net loss by the weighted average number of common shares outstanding
during the period. Diluted earnings per common share reflect the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the earnings of the entity.
As of July 31, 2010 there are no outstanding dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments include cash. The estimated fair value
of these instruments approximates their carrying amounts due to the short
maturity of the instrument.
F-7
Oakwood Acquisition Corporation
Notes to the Financial Statements
For the Period from July 19, 2010 (Inception) to July 31, 2010
Note 2 - GOING CONCERN
These financial statements have been prepared on a going concern basis,
which implies the Company will continue to meet its obligations and
continue its operations for the next fiscal year. As of July 31, 2010,
the Company has not generated revenues and has no income or cash flows
from operations since inception. The continuation of the Company as a
going concern is dependent upon financial support from its stockholders,
the ability of the Company to obtain necessary equity financing to
continue operations, successfully locating and negotiate with a business
entity for the combination of that target company with Oakwood
Acquisition Corporation. Tiber Creek Corporation, a company affiliated
with management, will pay all expenses incurred by Oakwood until a
business combination is effected, without repayment. There is no assurance
that Oakwood will ever be profitable.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
In January 2010, FASB issued ASU No. 2010-01- Accounting for
Distributions to Shareholders with Components of Stock and Cash. The
amendments in this update clarify that the stock portion of a distribution
to shareholders that allows them to elect to receive cash or stock with a
potential limitation on the total amount of cash that all shareholders can
elect to receive in the aggregate is considered a share issuance that is
reflected in EPS prospectively and is not a stock dividend for purposes of
applying Topics 505 and 260 (Equity and Earnings Per Share). The
amendments in this update are effective for interim and annual periods
ending on or after December 15, 2009, and should be applied on a
retrospective basis. The Company does not expect the adoption of this ASU
to have a material impact on its financial statements.
In January 2010, FASB issued ASU No. 2010-06 Improving Disclosures
about Fair Value Measurements. This update provides amendments to
Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in
and out of Levels 1 and 2. A reporting entity should disclose separately
the amounts of significant transfers in and out of Level 1 and Level 2
fair value measurements and describe the reasons for the transfers. 2)
Activity in Level 3 fair value measurements. In the reconciliation for
fair value measurements using significant unobservable inputs (Level 3),
a reporting entity should present separately information about purchases,
sales, issuances, and settlements (that is, on a gross basis rather than
as one net number). This update provides amendments to Subtopic 820-10
that clarifies existing disclosures as follows: 1) Level of
disaggregation. A reporting entity should provide fair value measurement
disclosures for each class of assets and liabilities. A class is often a
subset of assets or liabilities within a line item in the statement of
financial position. A reporting entity needs to use judgment in
determining the appropriate classes of assets and liabilities.
2) Disclosures about inputs and valuation techniques. A reporting entity
should provide disclosures about the valuation techniques and inputs
used to measure fair value for both recurring and nonrecurring fair
value measurements. Those disclosures are required for fair value
measurements that fall in either Level2 or Level 3.
F-8
Oakwood Acquisition Corporation
Notes to the Financial Statements
For the Period from July 19, 2010 (Inception) to July 31, 2010
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
(CONTINUED)
The new disclosures and clarifications of existing disclosures are
effective for interim and annual reporting periods beginning after
December 15, 2009, except for the disclosures about purchases, sales,
issuances, and settlements in the roll forward of activity in Level 3
fair value measurements. Those disclosures are effective for fiscal
years beginning after December 15, 2010, and for interim periods within
those fiscal years. The Company does not expect the adoption of this
ASU to have a material impact on its financial statements.
NOTE 4 - RELATED PARTY TRANSACTIONS
On July 31, 2010, the Company issued 10,000,000 common shares to its
sole director and officer for $1,000 in cash.
NOTE 5 SUBSEQUENT EVENTS
In preparing these financial statements, the Company has evaluated
events and transactions for potential recognition or disclosure through
October 1, 2010, the date the financial statements were issued.
F-9
PART III
ITEM 1. INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
3.1 Certificate of Incorporation of Oakwood
Acquisition Corporation
3.2 By-Laws of Oakwood Acquisition Corporation
3.3 Specimen stock certificate of Oakwood
Acquisition Corporation
23.1 Consent of Independent Registered Public
Accounting Firm
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.
OAKWOOD ACQUISITION CORPORATION
By: /s/ James M. Cassidy, President
Date: October _____, 2010
EX-3.3
2
stockceroakwood.txt
Number Shares
Incorporated under the laws of the state of Delaware
OAKWOOD ACQUISITION CORPORATION
Authorized to issue 120,000,000 shares
100,000,000 common shares 20,000,000 preferred shares
par value $.0001 each par value $.0001 each
This certifies that
_______________________________ is the owner of
_____________________ fully paid and non-assessable Shares of the
Common Shares of OAKWOOD ACQUISITION CORPORATION
transferrable only on the books of the Corporation by the holder hereof
in person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed.
IN WITNESS WHEREOF, the said Corporation has caused this
Certificate to be signed by its duly authorized officers and to be
sealed with the Seal of the Corporation
this ________ day of ____________A.D. _____
_____________________________________
President
[SEAL]
(Reverse side of stock certificate)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations. Additional abbreviations
may also be used though not in the list.
TEN COM --as tenants in common
TEN ENT --as tenants by the entireties
JT TEN --as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT -- ____________Custodian
____________(Minor) under Uniform Gifts to
Minors Act
____________(State)
For value received, the undersigned hereby sells, assigns and transfers
unto _____________________________ (please insert social security or other
identifying number of assignee)
__________________________
_______________________________________________________________
(please print or typewrite name and address of
assignee)
_____________________________ Shares represented by the within Certificate,
and hereby irrevocably constitutes and appoints ____________________
Attorney to transfer the said shares on the books of the within-named
Corporation with full power of substitution in the premises.
Dated, _______________________________
___________________________________
In presence of _______________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the certificate in every particular without
alteration or enlargement, or any change whatever.
EX-23
4
consentoak.txt
EXHIBIT 23.1
ANTON & cHIA CERTIFIED PUBLIC ACCOUNTANTS
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Oakwood Acquisition Corporation
We hereby consent to the inclusion in the foregoing Registration
Statement on Form 10-12a/g of our report dated October 1, 2010,
relating to the consolidated financial statements of Oakwood
Acquisition Corporation as of July 31, 2010 and for the period
from July 19, 2010 (Inception), through July 31, 2010.
/s/ Anton & Chia, LLP
Newport Beach, California
October 6, 2010
EX-3.1
5
ceroakwood.txt
CERTIFICATE OF INCORPORATION
OF
OAKWOOD ACQUISITION CORPORATION
ARTICLE ONE
Name
The name of the Corporation is Oakwood Acquisition Corporation.
ARTICLE TWO
Duration
The Corporation shall have perpetual existence.
ARTICLE THREE
Purpose
The purpose for which this Corporation is organized is to engage
in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
ARTICLE FOUR
Shares
The total number of shares of stock which the Corporation shall
have authority to issue is 120,000,000 shares, consisting of 100,000,000
shares of Common Stock having a par value of $.0001 per share and
20,000,000 shares of Preferred Stock having a par value of $.0001 per
share.
The Board of Directors is authorized to provide for the issuance
of the shares of Preferred Stock in series and, by filing a certificate
pursuant to the applicable law of the State of Delaware, to establish
from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and rights of the
shares of each such series and the qualifications, limitations or
restrictions thereof.
The authority of the Board of Directors with respect to each
series of Preferred Stock shall include, but not be limited to,
determination of the following:
A. The number of shares constituting that series and the
distinctive designation of that series;
B. The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or dates, and
the relative rights of priority, if any, of payment of dividends on share
of that series;
C. Whether that series shall have voting rights, in addition to
the voting rights provided by law, and, if so, the terms of such voting
rights;
D. Whether that series shall have conversion privileges, and, if
so, the terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of
Directors shall determine;
E. Whether or not the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption, including the
date or dates upon or after which they shall be redeemable, and the
amount per share payable in case of redemption, which amount may
vary under different conditions and at different redemption dates;
F. Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms
and amount of such sinking fund;
G. The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of
shares of that series; and
H. Any other relative rights, preferences and limitations of that
series.
ARTICLE FIVE
Commencement of Business
The Corporation is authorized to commence business as soon as
its certificate of incorporation has been filed.
ARTICLE SIX
Principal Office and Registered Agent
The post office address of the initial registered office of the
Corporation and the name of its initial registered agent and its business
address is
Inc. Plan (USA)
Trolley Square
Wilmington, Delaware 19806 (County of New Castle)
The initial registered agent is a resident of the State of Delaware.
ARTICLE SEVEN
Incorporator
Lee W. Cassidy, 215 Apolena Avenue, Newport Beach,
California 92662
ARTICLE EIGHT
Pre-Emptive Rights
No Shareholder or other person shall have any pre-emptive
rights whatsoever.
ARTICLE NINE
By-Laws
The initial by-laws shall be adopted by the Shareholders or the
Board of Directors. The power to alter, amend, or repeal the by-laws
or adopt new by-laws is vested in the Board of Directors, subject to
repeal or change by action of the Shareholders.
ARTICLE TEN
Number of Votes
Each share of Common Stock has one vote on each matter on
which the share is entitled to vote.
ARTICLE ELEVEN
Majority Votes
A majority vote of a quorum of Shareholders (consisting of the
holders of a majority of the shares entitled to vote, represented in
person or by proxy) is sufficient for any action which requires the vote
or concurrence of Shareholders, unless otherwise required or permitted by
law or the by-laws of the Corporation.
ARTICLE TWELVE
Non-Cumulative Voting
Directors shall be elected by majority vote. Cumulative voting
shall not be permitted.
ARTICLE THIRTEEN
Interested Directors, Officers and Securityholders
A. Validity. If Paragraph (B) is satisfied, no contract or other
transaction between the Corporation and any of its directors, officers or
securityholders, or any corporation or firm in which any of them are
directly or indirectly interested, shall be invalid solely because of this
relationship or because of the presence of the director, officer or
securityholder at the meeting of the Board of Directors or committee
authorizing the contract or transaction, or his participation or vote in
the meeting or authorization.
B. Disclosure, Approval, Fairness. Paragraph (A) shall
apply only if:
(1) The material facts of the relationship or interest of each such
director, officer or securityholder are known or disclosed:
(a) to the Board of Directors or the committee and it
nevertheless authorizes or ratifies the contract or transaction by a
majority of the directors present, each such interested director to be
counted in determining whether a quorum is present but not in
calculating the majority necessary to carry the vote; or
(b) to the Shareholders and they nevertheless authorize or ratify
the contract or transaction by a majority of the shares present, each such
interested person to be counted for quorum and voting purposes; or
(2) the contract or transaction is fair to the Corporation as of the
time it is authorized or ratified by the Board of Directors, the committee
or the Shareholders.
ARTICLE FOURTEEN
Indemnification and Insurance
A. Persons. The Corporation shall indemnify, to the extent
provided in Paragraphs (B), (D) or (F) and to the extent permitted from
time to time by law:
(1) any person who is or was director, officer, agent or
employee of the Corporation, and
(2) any person who serves or served at the Corporation's request
as a director, officer, agent, employee, partner or trustee of another
corporation or of a partnership, joint venture, trust or other enterprise.
B. Extent--Derivative Suits. In case of a suit by or in the
right of the Corporation against a person named in Paragraph (A) by
reason of his holding a position named in Paragraph (A), the
Corporation shall indemnify him, if he satisfies the standard in
Paragraph (C), for expenses (including attorney's fees) actually and
reasonably incurred by him in connection with the defense or settlement
of the suit.
C. Standard--Derivative Suits. In case of a suit by or in the
right of the Corporation, a person named in Paragraph (A) shall be
indemnified only if:
(1) he is successful on the merits or otherwise, or
(2) he acted in good faith in the transaction which is the subject
of the suit, and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Corporation. However, he shall not
be indemnified in respect of any claim, issue or matter as to which he
has been adjudged liable for negligence or misconduct in the
performance of his duty to the Corporation unless (and only to the
extent that) the court in which the suit was brought shall determine,
upon application, that despite the adjudication but in view of all the
circumstances, he is fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper.
D. Extent--Nonderivative Suits. In case of a suit, action or
proceeding (whether civil, criminal, administrative or investigative),
other than a suit by or in the right of the Corporation against a person
named in Paragraph (A) by reason of his holding a position named in
Paragraph (A), the Corporation shall indemnify him, if he satisfies the
standard in Paragraph (E), for amounts actually and reasonably incurred
by him in connection with the defense or settlement of the suit as
(1) expenses (including attorneys' fees),
(2) amounts paid in settlement
(3) judgments, and
(4) fines.
E. Standard--Nonderivative Suits. In case of a
nonderivative suit, a person named in Paragraph (A) shall be
indemnified only if:
(1) he is successful on the merits or otherwise, or
(2) he acted in good faith in the transaction which is the subject
of the nonderivative suit, and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the Corporation and , with
respect to any criminal action or proceeding, he had no reason to believe
his conduct was unlawful. The termination of a nonderivative suit by
judgement, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption
that the person failed to satisfy this Paragraph (E) (2).
F. Determination That Standard Has Been Met. A
determination that the standard of Paragraph (C) or (E) has been
satisfied may be made by a court of law or equity or the determination
may be made by:
(1) a majority of the directors of the Corporation (whether or
not a quorum) who were not parties to the action, suit or proceeding, or
(2) independent legal counsel (appointed by a majority of the
directors of the Corporation, whether or not a quorum, or elected by the
Shareholders of the Corporation) in a written opinion, or
(3) the Shareholders of the Corporation.
G. Proration. Anyone making a determination under
Paragraph (F) may determine that a person has met the standard as to
some matters but not as to others, and may reasonably prorate amounts
to be indemnified.
H. Advance Payment. The Corporation may pay in advance
any expenses (including attorney's fees) which may become subject to
indemnification under paragraphs (A) - (G) if:
(1) the Board of Directors authorizes the specific payment and
(2) the person receiving the payment undertakes in writing to
repay unless it is ultimately determined that he is entitled to
indemnification by the Corporation under Paragraphs (A) - (G).
I. Nonexclusive. The indemnification provided by Paragraphs
(A) - (G) shall not be exclusive of any other rights to which a person
may be entitled by law or by by-law, agreement, vote of Shareholders or
disinterested directors, or otherwise.
J. Continuation. The indemnification and advance payment
provided by Paragraphs (A) - (H) shall continue as to a person who has
ceased to hold a position named in paragraph (A) and shall inure to his
heirs, executors and administrators.
K. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who holds or who has held any
position named in Paragraph (A) against any liability incurred by him in
any such positions or arising out of this status as such, whether or not
the Corporation would have power to indemnify him against such
liability under Paragraphs (A) - (H).
L. Reports. Indemnification payments, advance payments, and
insurance purchases and payments made under Paragraphs (A) - (K)
shall be reported in writing to the Shareholders of the Corporation with
the next notice of annual meeting, or within six months, whichever is
sooner.
M. Amendment of Article. Any changes in the General
Corporation Law of Delaware increasing, decreasing, amending,
changing or otherwise effecting the indemnification of directors,
officers, agents, or employees of the Corporation shall be incorporated
by reference in this Article as of the date of such changes without
further action by the Corporation, its Board of Directors, of
Shareholders, it being the intention of this Article that directors,
officers, agents and employees of the Corporation shall be indemnified
to the maximum degree allowed by the General Corporation Law of the
State of Delaware at all times.
ARTICLE FIFTEEN
Limitation On Director Liability
A. Scope of Limitation. No person, by virtue of being or
having been a director of the Corporation, shall have any personal
liability for monetary damages to the Corporation or any of its
Shareholders for any breach of fiduciary duty except as to the extent
provided in Paragraph (B).
B. Extent of Limitation. The limitation provided for in this
Article shall not eliminate or limit the liability of a director to the
Corporation or its Shareholders (i) for any breach of the director's duty
of loyalty to the Corporation or its Shareholders (ii) for any acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law (iii) for any unlawful payment of dividends or
unlawful stock purchases or redemptions in violation of Section 174 of
the General Corporation Law of Delaware or (iv) for any transaction for
which the director derived an improper personal benefit.
IN WITNESS WHEREOF, the incorporator hereunto has executed this
certificate of incorporation on this 19th day of July 2010.
/s/ Lee W. Cassidy,
Incorporator
EX-3.2
6
bylawsoakwood.txt
OAKWOOD ACQUISITION CORPORATION
By-Laws
Article I
The Stockholders
Section 1.1. Annual Meeting. The annual meeting of the
stockholders of Oakwood Acquisition Corporation (the "Corporation") shall
be held on the third Thursday in May of each year at 10:30 a.m. local
time, or at such other date or time as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting, for
the election of directors and for the transaction of such other business as
may come before the meeting.
Section 1.2. Special Meetings. A special meeting of the stockholders
may be called at any time by the written resolution or request of
two-thirds or more of the members of the Board of Directors, the
president, or any executive vice president and shall be called upon the
written request of the holders of two-thirds or more in amount, of each
class or series of the capital stock of the Corporation entitled to vote at
such meeting on the matters(s) that are the subject of the proposed
meeting, such written request in each case to specify the purpose or
purposes for which such meeting shall be called, and with respect to
stockholder proposals, shall further comply with the requirements of this
Article.
Section 1.3. Notice of Meetings. Written notice of each meeting of
stockholders, whether annual or special, stating the date, hour and place
where it is to be held, shall be served either personally or by mail, not
less than fifteen nor more than sixty days before the meeting, upon each
stockholder of record entitled to vote at such meeting, and to any other
stockholder to whom the giving of notice may be required by law. Notice
of a special meeting shall also state the purpose or purposes for which
the meeting is called and shall indicate that it is being issued by, or
at the direction of, the person or persons calling the meeting. If, at
any meeting,action is proposed to be taken that would, if taken, entitle
stockholders to receive payment for their stock, the notice of such
meeting shall include a statement of that purpose and to that effect.
If mailed, notice shall be deemed to be delivered when deposited in the
United States mail or with any private express mail service, postage or
delivery fee prepaid, and shall be directed to each such stockholder at
his address, as it appears on the records of the stockholders of the
Corporation, unless he shall have previously filed with the secretary of
the Corporation a written request that notices intended for him be mailed
to some other address, in which case, it shall be mailed to the address
designated in such request.
Section 1.4. Fixing Date of Record. (a) 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.
(b) In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting
(to the extent that such action by written consent is permitted by law,
the Certificate of Incorporation or these By-Laws), 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 stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the
Board of Directors is required by 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 its state of incorporation, its principal place of business, or an
officer or agent of the Corporation having custody of the book in which
proceedings of meetings 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 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.
(c) 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 1.5. Inspectors. At each meeting of the stockholders, the
polls shall be opened and closed and the proxies and ballots shall be
received and be taken in charge. All questions touching on the
qualification of voters and the validity of proxies and the acceptance or
rejection of votes, shall be decided by one or more inspectors. Such
inspectors shall be appointed by the Board of Directors before or at the
meeting, or, if no such appointment shall have been made, then by the
presiding officer at the meeting. If for any reason any of the inspectors
previously appointed shall fail to attend or refuse or be unable to serve,
inspectors in place of any so failing to attend or refusing or unable to
serve shall be appointed in like manner.
Section 1.6. Quorum. At any meeting of the stockholders, the
holders of a majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum of the stockholders for all
purposes, unless the representation of a larger number shall be required
by law, and, in that case, the representation of the number so required
shall constitute a quorum.
If the holders of the amount of stock necessary to constitute a
quorum shall fail to attend in person or by proxy at the time and place
fixed in accordance with these By-Laws for an annual or special meeting,
a majority in interest of the stockholders present in person or by proxy
may adjourn, from time to time, without notice other than by announcement
at the meeting, until holders of the amount of stock requisite to
constitute a quorum shall attend. At any such adjourned meeting at which
a quorum shall be present, any business may be transacted which might have
been transacted at the meeting as originally notified.
Section 1.7. Business. The chairman of the Board, if any, the
president, or in his absence the vice-chairman, if any, or an executive
vice president, in the order named, shall call meetings of the stockholders
to order, and shall act as chairman of such meeting; provided, however,
that the Board of Directors or executive committee may appoint any
stockholder to act as chairman of any meeting in the absence of the
chairman of the Board. The secretary of the Corporation shall act as
secretary at all meetings of the stockholders, but in the absence of the
secretary at any meeting of the stockholders, the presiding officer may
appoint any person to act as secretary of the meeting.
Section 1.8. Stockholder Proposals. No proposal by a stockholder
shall be presented for vote at a special or annual meeting of stockholders
unless such stockholder shall, not later than the close of business on the
fifth day following the date on which notice of the meeting is first given
to stockholders, provide the Board of Directors or the secretary of the
Corporation with written notice of intention to present a proposal for
action at the forthcoming meeting of stockholders, which notice shall
include the name and address of such stockholder, the number of voting
securities that he holds of record and that he holds beneficially, the
text of the proposal to be presented to the meeting and a statement in
support of the proposal.
Any stockholder who was a stockholder of record on the applicable
record date may make any other proposal at an annual meeting or special
meeting of stockholders and the same may be discussed and considered,
but unless stated in writing and filed with the Board of Directors or the
secretary prior to the date set forth herein above, such proposal shall be
laid over for action at an adjourned, special, or annual meeting of the
stockholders taking place sixty days or more thereafter. This provision
shall not prevent the consideration and approval or disapproval at the
annual meeting of reports of officers, directors, and committees, but in
connection with such reports, no new business proposed by a stockholder,
qua stockholder, shall be acted upon at such annual meeting unless stated
and filed as herein provided.
Notwithstanding any other provision of these By-Laws, the
Corporation shall be under no obligation to include any stockholder
proposal in its proxy statement materials or otherwise present any such
proposal to stockholders at a special or annual meeting of stockholders
if the Board of Directors reasonably believes the proponents thereof have
not complied with Sections 13 or 14 of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder; nor shall the
Corporation be required to include any stockholder proposal not required
to be included in its proxy materials to stockholders in accordance with
any such section, rule or regulation.
Section 1.9. Proxies. At all meetings of stockholders, a stockholder
entitled to vote may vote either in person or by proxy executed in writing
by the stockholder or by his duly authorized attorney-in-fact. Such proxy
shall be filed with the secretary before or at the time of the meeting. No
proxy shall be valid after eleven months from the date of its execution,
unless otherwise provided in the proxy.
Section 1.10. Voting by Ballot. The votes for directors, and upon
the demand of any stockholder or when required by law, the votes upon any
question before the meeting, shall be by ballot.
Section 1.11. Voting Lists. 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 entitled
to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares of stock registered
in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours for a period of at least ten days prior to
the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or if
not so specified, at the place where the meeting is to be held. The list
shall also be produced and kept at the time and place of the meeting during
the whole time thereof and may be inspected by any stockholder who is
present.
Section 1.12. Place of Meeting. The Board of Directors may
designate any place, either within or without the state of incorporation,
as the place of meeting for any annual meeting or any special meeting
called by the Board of Directors. If no designation is made or if a
special meeting is otherwise called, the place of meeting shall be the
principal office of the Corporation.
Section 1.13. Voting of Stock of Certain Holders. Shares of capital
stock of the Corporation standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent, or proxy as the
by-laws of such corporation may prescribe, or in the absence of such
provision, as the board of directors of such corporation may determine.
Shares of capital stock of the Corporation standing in the name of a
deceased person, a minor ward or an incompetent person may be voted by
his administrator, executor, court-appointed guardian or conservator,
either in person or by proxy, without a transfer of such stock into the
name of such administrator, executor, court-appointed guardian or
conservator. Shares of capital stock of the Corporation standing in the
name of a trustee may be voted by him, either in person or by proxy.
Shares of capital stock of the Corporation standing in the name of a
receiver may be voted, either in person or by proxy, by such receiver, and
stock held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority to do so
is contained in any appropriate order of the court by which such receiver
was appointed.
A stockholder whose stock is pledged shall be entitled to vote such
stock, either in person or by proxy, until the stock has been transferred
into the name of the pledgee, and thereafter the pledgee shall be entitled
to vote, either in person or by proxy, the stock so transferred.
Shares of its own capital stock belonging to this Corporation shall
not be voted, directly or indirectly, at any meeting and shall not be
counted in determining the total number of outstanding stock at any given
time, but shares of its own stock held by it in a fiduciary capacity may
be voted and shall be counted in determining the total number of
outstanding stock at any given time.
Article II
Board of Directors
Section 2.1. General Powers. The business, affairs, and the
property of the Corporation shall be managed and controlled by the Board
of Directors (the "Board"), and, except as otherwise expressly provided by
law, the Certificate of Incorporation or these By-Laws, all of the powers
of the Corporation shall be vested in the Board.
Section 2.2. Number of Directors. The number of directors which
shall constitute the whole Board shall be not fewer than one nor more
than five. Within the limits above specified, the number of directors shall
be determined by the Board of Directors pursuant to a resolution adopted
by a majority of the directors then in office.
Section 2.3. Election, Term and Removal. Directors shall be elected
at the annual meeting of stockholders to succeed those directors whose
terms have expired. Each director shall hold office for the term for which
elected and until his or her successor shall be elected and qualified.
Directors need not be stockholders. A director may be removed from
office at a meeting expressly called for that purpose by the vote of not
less than a majority of the outstanding capital stock entitled to vote at
an election of directors.
Section 2.4. Vacancies. Vacancies in the Board of Directors,
including vacancies resulting from an increase in the number of directors,
may be filled by the affirmative vote of a majority of the remaining
directors then in office, though less than a quorum; except that vacancies
resulting from removal from office by a vote of the stockholders may be
filled by the stockholders at the same meeting at which such removal
occurs provided that the holders of not less than a majority of the
outstanding capital stock of the Corporation (assessed upon the basis of
votes and not on the basis of number of shares) entitled to vote for the
election of directors, voting together as a single class, shall vote for
each replacement director. All directors elected to fill vacancies shall
hold office for a term expiring at the time of the next annual meeting of
stockholders and upon election and qualification of his successor. No
decrease in the number of directors constituting the Board of Directors
shall shorten the term of an incumbent director.
Section 2.5. Resignations. Any director of the Corporation may
resign at any time by giving written notice to the president or to the
secretary of the Corporation. The resignation of any director shall take
effect at the time specified therein and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 2.6. Place of Meetings, etc. The Board of Directors may
hold its meetings, and may have an office and keep the books of the
Corporation (except as otherwise may be provided for by law), in such
place or places in or outside the state of incorporation as the Board
from time to time may determine.
Section 2.7. Regular Meetings. Regular meetings of the Board of
Directors shall be held as soon as practicable after adjournment of the
annual meeting of stockholders at such time and place as the Board of
Directors may fix. No notice shall be required for any such regular
meeting of the Board.
Section 2.8. Special Meetings. Special meetings of the Board of
Directors shall be held at places and times fixed by resolution of the
Board of Directors, or upon call of the chairman of the Board, if any, or
vice-chairman of the Board, if any, the president, an executive vice
president or two-thirds of the directors then in office.
The secretary or officer performing the secretary's duties shall give
not less than twenty-four hours' notice by letter, telegraph or telephone
(or in person) of all special meetings of the Board of Directors, provided
that notice need not given of the annual meeting or of regular meetings held
at times and places fixed by resolution of the Board. Meetings may be held
at any time without notice if all of the directors are present, or if those
not present waive notice in writing either before or after the meeting. The
notice of meetings of the Board need not state the purpose of the meeting.
Section 2.9. Participation by Conference Telephone. Members of the
Board of Directors of the Corporation, or any committee thereof, may
participate in a regular or special or any other meeting of the Board or
committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can
hear each other, and such participation shall constitute presence in person
at such meeting.
Section 2.10. Action by Written Consent. Any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if prior or subsequent
to such action all the members of the Board or such committee, as the
case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of the proceedings of the Board or committee.
Section 2.11. Quorum. A majority of the total number of directors
then in office shall constitute a quorum for the transaction of business;
but if at any meeting of the Board there be less than a quorum present, a
majority of those present may adjourn the meeting from time to time.
Section 2.12. Business. Business shall be transacted at meetings of
the Board of Directors in such order as the Board may determine. At all
meetings of the Board of Directors, the chairman of the Board, if any, the
president, or in his absence the vice-chairman, if any, or an executive
vice president, in the order named, shall preside.
Section 2.13. Interest of Directors in Contracts. (a) No contract
or transaction between the Corporation and one or more of its directors
or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of
the Corporation's directors or officers, are directors or officers, or
have a financial interest, shall be void or voidable solely for this reason,
or solely because the director or officer is present at or participates in
the meeting of the Board or committee which authorizes the contract or
transaction, or solely because his or their votes are counted for such
purpose, if:
(1) The material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known
to the Board of Directors or the committee, and the Board or
committee in good faith authorizes the contract or transaction by
the affirmative votes of a majority of the disinterested directors,
even though the disinterested directors be less than quorum; or
(2) The material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known to
the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
stockholders; or
(3) The contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or ratified,
by the Board of Directors, a committee of the Board of Directors or
the stockholders.
(b) Interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.
Section 2.14. Compensation of Directors. Each director of the
Corporation who is not a salaried officer or employee of the Corporation,
or of a subsidiary of the Corporation, shall receive such allowances for
serving as a director and such fees for attendance at meetings of the
Board of Directors or the executive committee or any other committee
appointed by the Board as the Board may from time to time determine.
Section 2.15. Loans to Officers or Employees. The Board of
Directors may lend money to, guarantee any obligation of, or otherwise
assist, any officer or other employee of the Corporation or of any
subsidiary, whether or not such officer or employee is also a director of
the Corporation, whenever, in the judgment of the directors, such loan,
guarantee, or assistance may reasonably be expected to benefit the
Corporation; provided, however, that any such loan, guarantee, or other
assistance given to an officer or employee who is also a director of the
Corporation must be authorized by a majority of the entire Board of
Directors. Any such loan, guarantee, or other assistance may be made
with or without interest and may be unsecured or secured in such manner
as the Board of Directors shall approve, including, but not limited to, a
pledge of shares of the Corporation, and may be made upon such other
terms and conditions as the Board of Directors may determine.
Section 2.16. Nomination. Subject to the rights of holders of any
class or series of stock having a preference over the common stock as to
dividends or upon liquidation, nominations for the election of directors
may be made by the Board of Directors or by any stockholder entitled to
vote in the election of directors generally. However, any stockholder
entitled to vote in the election of directors generally may nominate one or
more persons for election as directors at a meeting only if written notice
of such stockholder's intent to make such nomination or nominations has
been given, either by personal delivery or by United States mail, postage
prepaid, to the secretary of the Corporation not later than (i) with respect
to an election to be held at an annual meeting of stockholders, the close of
business on the last day of the eighth month after the immediately
preceding annual meeting of stockholders, and (ii) with respect to an
election to be held at a special meeting of stockholders for the election of
directors, the close of business on the fifth day following the date on
which notice of such meeting is first given to stockholders. Each such
notice shall set forth: (a) the name and address of the stockholder who
intends to make the nomination and of the person or persons to be
nominated; (b) a representation that the stockholder is a holder of record
of stock of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (c) a description of all arrangements or
understandings between the stockholder and each nominee and any other
person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (d) such
other information regarding each nominee proposed by such stockholder
as would be required to be included in a proxy statement filed pursuant to
the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board of
Directors, and; (e) the consent of each nominee to serve as a director of
the Corporation if so elected. The presiding officer at the meeting may
refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.
Article III
Committees
Section 3.1. Committees. The Board of Directors, by resolution
adopted by a majority of the number of directors then fixed by these By-
Laws or resolution thereto, may establish such standing or special
committees of the Board as it may deem advisable, and the members,
terms, and authority of such committees shall be set forth in the
resolutions establishing such committee.
Section 3.2. Executive Committee Number and Term of Office. The
Board of Directors may, at any meeting, by majority vote of the Board of
Directors, elect from the directors an executive committee. The executive
committee shall consist of such number of members as may be fixed from
time to time by resolution of the Board of Directors. The Board of
Directors may designate a chairman of the committee who shall preside at
all meetings thereof, and the committee shall designate a member thereof
to preside in the absence of the chairman.
Section 3.3. Executive Committee Powers. The executive committee
may, while the Board of Directors is not in session, exercise all or any
of the powers of the Board of Directors in all cases in which specific
directions shall not have been given by the Board of Directors; except
that the executive committee shall not have the power or authority of the
Board of Directors to (i) amend the Certificate of Incorporation or the
By-Laws of the Corporation, (ii) fill vacancies on the Board of Directors,
(iii) adopt an agreement or certification of ownership, merger or
consolidation, (iv) recommend to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and
assets, or a dissolution of the Corporation or a revocation of a
dissolution, (v) declare a dividend, or (vi) authorize the issuance of
stock.
Section 3.4. Executive Committee Meetings. Regular and special
meetings of the executive committee may be called and held subject to
the same requirements with respect to time, place and notice as are
specified in these By-Laws for regular and special meetings of the Board
of Directors. Special meetings of the executive committee may be called
by any member thereof. Unless otherwise indicated in the notice thereof,
any and all business may be transacted at a special or regular meeting of
the executive meeting if a quorum is present. At any meeting at which
every member of the executive committee shall be present, in person or
by telephone, even though without any notice, any business may be
transacted. All action by the executive committee shall be reported to
the Board of Directors at its meeting next succeeding such action.
The executive committee shall fix its own rules of procedure, and
shall meet where and as provided by such rules or by resolution of the
Board of Directors, but in every case the presence of a majority of the
total number of members of the executive committee shall be necessary to
constitute a quorum. In every case, the affirmative vote of a quorum shall
be necessary for the adoption of any resolution.
Section 3.5. Executive Committee Vacancies. The Board of Directors,
by majority vote of the Board of Directors then in office, shall fill
vacancies in the executive committee by election from the directors.
Article IV
The Officers
Section 4.1. Number and Term of Office. The officers of the
Corporation shall consist of, as the Board of Directors may determine
and appoint from time to time, a chief executive officer, a president,
one or more executive vice-presidents, a secretary, a treasurer, a
controller,and/or such other officers as may from time to time be
elected or appointed by the Board of Directors, including such
additional vice-presidents with such designations, if any, as may be
determined by the Board of Directors and such assistant secretaries
and assistant treasurers. In addition, the Board of Directors may
elect a chairman of the Board and may also elect a vice-chairman as
officers of the Corporation. Any two or more offices may be held by
the same person. In its discretion, the Board of Directors may leave
unfilled any office except as may be required by law.
The officers of the Corporation shall be elected or appointed from
time to time by the Board of Directors. Each officer shall hold office
until his successor shall have been duly elected or appointed or until
his death or until he shall resign or shall have been removed by the
Board of Directors.
Each of the salaried officers of the Corporation shall devote his
entire time, skill and energy to the business of the Corporation, unless
the contrary is expressly consented to by the Board of Directors or the
executive committee.
Section 4.2. Removal. Any officer may be removed by the Board of
Directors whenever, in its judgment, the best interests of the
Corporation would be served thereby.
Section 4.3. The Chairman of the Board. The chairman of the Board,
if any, shall preside at all meetings of stockholders and of the Board of
Directors and shall have such other authority and perform such other
duties as are prescribed by law, by these By-Laws and by the Board of
Directors. The Board of Directors may designate the chairman of the
Board as chief executive officer, in which case he shall have such
authority and perform such duties as are prescribed by these By-Laws
and the Board of Directors for the chief executive officer.
Section 4.4. The Vice-Chairman. The vice-chairman, if any, shall
have such authority and perform such other duties as are prescribed by
these By-Laws and by the Board of Directors. In the absence or inability
to act of the chairman of the Board and the president, he shall preside at
the meetings of the stockholders and of the Board of Directors and shall
have and exercise all of the powers and duties of the chairman of the
Board. The Board of Directors may designate the vice-chairman as chief
executive officer, in which case he shall have such authority and perform
such duties as are prescribed by these By-Laws and the Board of
Directors for the chief executive officer.
Section 4.5. The President. The president shall have such authority
and perform such duties as are prescribed by law, by these By-Laws, by
the Board of Directors and by the chief executive officer (if the president
is not the chief executive officer). The president, if there is no chairman
of the Board, or in the absence or the inability to act of the chairman of
the Board, shall preside at all meetings of stockholders and of the Board
of Directors. Unless the Board of Directors designates the chairman of
the Board or the vice-chairman as chief executive officer, the president
shall be the chief executive officer, in which case he shall have such
authority and perform such duties as are prescribed by these By-Laws and
the Board of Directors for the chief executive officer.
Section 4.6. The Chief Executive Officer. Unless the Board of
Directors designates the chairman of the Board or the vice-chairman as
chief executive officer, the president shall be the chief executive officer.
The chief executive officer of the Corporation shall have, subject to the
supervision and direction of the Board of Directors, general supervision
of the business, property and affairs of the Corporation, including the
power to appoint and discharge agents and employees, and the powers
vested in him by the Board of Directors, by law or by these By-Laws or
which usually attach or pertain to such office.
Section 4.7. The Executive Vice-Presidents. In the absence of the
chairman of the Board, if any, the president and the vice-chairman, if
any, or in the event of their inability or refusal to act, the executive
vice-president (or in the event there is more than one executive
vice-president, the executive vice-presidents in the order designated, or
in the absence of any designation, then in the order of their election)
shall perform the duties of the chairman of the Board, of the president
and of the vice-chairman, and when so acting, shall have all the powers
of and be subject to all the restrictions upon the chairman of the Board,
the president and the vice-chairman. Any executive vice-president may sign,
with the secretary or an authorized assistant secretary, certificates for
stock of the Corporation and shall perform such other duties as from time
to time may be assigned to him by the chairman of the Board, the
president, the vice-chairman, the Board of Directors or these By-Laws.
Section 4.8. The Vice-Presidents. The vice-presidents, if any, shall
perform such duties as may be assigned to them from time to time by the
chairman of the Board, the president, the vice-chairman, the Board of
Directors, or these By-Laws.
Section 4.9. The Treasurer. Subject to the direction of chief
executive officer and the Board of Directors, the treasurer shall have
charge and custody of all the funds and securities of the Corporation;
when necessary or proper he shall endorse for collection, or cause to be
endorsed, on behalf of the Corporation, checks, notes and other obligations,
and shall cause the deposit of the same to the credit of the Corporation
in such bank or banks or depositary as the Board of Directors may designate
or as the Board of Directors by resolution may authorize; he shall sign all
receipts and vouchers for payments made to the Corporation other than
routine receipts and vouchers, the signing of which he may delegate; he
shall sign all checks made by the Corporation (provided, however, that the
Board of Directors may authorize and prescribe by resolution the manner in
which checks drawn on banks or depositories shall be signed, including the
use of facsimile signatures, and the manner in which officers, agents or
employees shall be authorized to sign); unless otherwise provided by
resolution of the Board of Directors, he shall sign with an officer-
director all bills of exchange and promissory notes of the Corporation;
whenever required by the Board of Directors, he shall render a statement
of his cash account; he shall enter regularly full and accurate account
of the Corporation in books of the Corporation to be kept by him for that
purpose; he shall, at all reasonable times, exhibit his books and accounts
to any director of the Corporation upon application at his office during
business hours; and he shall perform all acts incident to the position of
treasurer. If required by the Board of Directors, the treasurer shall
give a bond for the faithful discharge of his duties in such sum and with
such sure ties as the Board of Directors may require.
Section 4.10. The Secretary. The secretary shall keep the minutes
of all meetings of the Board of Directors, the minutes of all meetings of
the stockholders and (unless otherwise directed by the Board of Directors)
the minutes of all committees, in books provided for that purpose; he shall
attend to the giving and serving of all notices of the Corporation; he may
sign with an officer-director or any other duly authorized person, in the
name of the Corporation, all contracts authorized by the Board of
Directors or by the executive committee, and, when so ordered by the
Board of Directors or the executive committee, he shall affix the seal of
the Corporation thereto; he may sign with the president or an executive
vice-president all certificates of shares of the capital stock; he shall
have charge of the certificate books, transfer books and stock ledgers, and
such other books and papers as the Board of Directors or the executive
committee may direct, all of which shall, at all reasonable times, be open
to the examination of any director, upon application at the secretary's
office during business hours; and he shall in general perform all the duties
incident to the office of the secretary, subject to the control of the chief
executive officer and the Board of Directors.
Section 4.11. The Controller. The controller shall be the chief
accounting officer of the Corporation. Subject to the supervision of the
Board of Directors, the chief executive officer and the treasurer, the
controller shall provide for and maintain adequate records of all assets,
liabilities and transactions of the Corporation, shall see that accurate
audits of the Corporation's affairs are currently and adequately made and
shall perform such other duties as from time to time may be assigned to
him.
Section 4.12. The Assistant Treasurers and Assistant Secretaries.
The assistant treasurers shall respectively, if required by the Board of
Directors, give bonds for the faithful discharge of their duties in such
sums and with such sureties as the Board of Directors may determine.
The assistant secretaries as thereunto authorized by the Board of Directors
may sign with the chairman of the Board, the president, the vice-chairman
or an executive vice-president, certificates for stock of the Corporation,
the issue of which shall have been authorized by a resolution of the Board
of Directors. The assistant treasurers and assistant secretaries, in general,
shall perform such duties as shall be assigned to them by the treasurer or
the secretary, respectively, or chief executive officer, the Board of
Directors, or these By-Laws.
Section 4.13. Salaries. The salaries of the officers shall be fixed
from time to time by the Board of Directors, and no officer shall be
prevented from receiving such salary by reason of the fact that he is
also a director of the Corporation.
Section 4.14. Voting upon stocks. Unless otherwise ordered by the
Board of Directors or by the executive committee, any officer, director or
any person or persons appointed in writing by any of them, shall have full
power and authority in behalf of the Corporation to attend and to act and
to vote at any meetings of stockholders of any corporation in which the
Corporation may hold stock, and at any such meeting shall possess and
may exercise any and all the rights and powers incident to the ownership
of such stock, and which, as the owner thereof, the Corporation might
have possessed and exercised if present. The Board of Directors may
confer like powers upon any other person or persons.
Article V
Contracts and Loans
Section 5.1. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific
instances.
Section 5.2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors. Such
authority may be general or confined to specific instances.
Article VI
Certificates for Stock and Their Transfer
Section 6.1. Certificates for Stock. Certificates representing stock
of the Corporation shall be in such form as may be determined by the Board
of Directors. Such certificates shall be signed by the chairman of the
Board, the president, the vice-chairman or an executive vice-president
and/or by the secretary or an authorized assistant secretary and shall be
sealed with the seal of the Corporation. The seal may be a facsimile.
If a stock certificate is countersigned (i) by a transfer agent other than
the Corporation or its employee, or (ii) by a registrar other than the
Corporation or its employee, any other signature on the certificate may be
a facsimile. In the event that 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. All certificates for stock shall
be consecutively numbered or otherwise identified. The name of the person
to whom the shares of stock represented thereby are issued, with the number
of shares of stock and date of issue, shall be entered on the books of the
Corporation. All certificates surrendered to the Corporation for transfer
shall be canceled and no new certificates shall be issued until the former
certificate for a like number of shares of stock shall have been surrendered
and canceled,except that, in the event of a lost, destroyed or mutilated
certificate, a new one may be issued therefor upon such terms and indemnity
to the Corporation as the Board of Directors may prescribe.
Section 6.2. Transfers of Stock. Transfers of stock of the
Corporation shall be made only on the books of the Corporation by the
holder of record thereof or by his legal representative, who shall
furnish proper evidence of authority to transfer, or by his attorney
thereunto authorized by power of attorney duly executed and filed with the
secretary of the Corporation, and on surrender for cancellation of the
certificate for such stock. The person in whose name stock stands on the
books of the Corporation shall be deemed the owner thereof for all purposes
as regards the Corporation.
Article VII
Fiscal Year
Section 7.1. Fiscal Year. The fiscal year of the Corporation shall
begin on the first day of January in each year and end on the last day of
December in each year.
Article VIII
Seal
Section 8.1. Seal. The Board of Directors shall approve a
corporate seal which shall be in the form of a circle and shall have
inscribed thereon the name of the Corporation.
Article IX
Waiver of Notice
Section 9.1. Waiver of Notice. Whenever any notice is required
to be given under the provisions of these By-Laws or under the provisions
of the Certificate of Incorporation or under the provisions of the
corporation law of the state of incorporation, waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of
such notice. Attendance of any person at a meeting for which any notice is
required to be given under the provisions of these By-Laws, the Certificate
of Incorporation or the corporation law of the state of incorporation shall
constitute a waiver of notice of such meeting except when the person
attends 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.
Article X
Amendments
Section 10.1. Amendments. These By-Laws may be altered, amended
or repealed and new By-Laws may be adopted at any meeting of the
Board of Directors of the Corporation by the affirmative vote of a
majority of the members of the Board, or by the affirmative vote of a
majority of the outstanding capital stock of the Corporation (assessed
upon the basis of votes and not on the basis of number of shares) entitled
to vote generally in the election of directors, voting together as a single
class.
Article XI
Indemnification
Section 11.1. Indemnification. The Corporation shall indemnify its
officers, directors, employees and agents to the fullest extent permitted
by the General Corporation Law of Delaware, as amended from time to time.
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Cassidy & Associates
Attorneys at Law
215 Apolena Avenue
Newport Beach, California 92662
----------
Email: CassidyLaw@aol.com
Telephone: 202/387-5400 Fax: 949/673-4525
October 7,2010
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Oakwood Acquisition Corporation
Gentlemen:
I attach for filing the registration on Form 10-12g
for Oakwood Acquisition Corporation
Sincerely,
/s/ Lee W. Cassidy