-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SV85sC46M/6sieyoDDQ0Aa97iORJou4iz9XHXLu81lMr1e3jQOkc+Vc+jepJie9R lzMwVC923uiYYF/4mQ6hqQ== 0000903893-97-000319.txt : 19970222 0000903893-97-000319.hdr.sgml : 19970222 ACCESSION NUMBER: 0000903893-97-000319 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970214 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDUSTRIAL IMAGING CORP CENTRAL INDEX KEY: 0000799514 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 050396504 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-15520 FILM NUMBER: 97536216 BUSINESS ADDRESS: STREET 1: 847 ROGERS ST STREET 2: C/O ONE LOWELL RESEARCH CENTER CITY: LOWELL STATE: MA ZIP: 01852 BUSINESS PHONE: 4018614228 MAIL ADDRESS: STREET 1: 2 CHARLES ST. CITY: PROVIDENCE STATE: RI ZIP: 02904 FORMER COMPANY: FORMER CONFORMED NAME: ORBIS INC DATE OF NAME CHANGE: 19920703 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarterly Period Ended Commission File Number December 31, 1996 1-55520 - -------------------------- ---------------------- Industrial Imaging Corporation. ------------------------------------------------------ (Exact name of Registrant as specified in its Charter) Delaware 05-0396504 - ------------------------------- ----------------------- (State of Other Jurisdiction (I.R.S. Employer Incorporation of Organization) Identification Number) 847 Rogers Street, Lowell, Massachusetts 01842 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (508) 937-5400 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- As of December 31, 1996, there were issued and outstanding 525,000 shares of Common Stock, $.01 par value. INDUSTRIAL IMAGING CORPORATION INDEX PART I - FINANCIAL INFORMATION PAGE NO. - ------------------------------ -------- ITEM 1. Financial Statements (Unaudited) Balance Sheets - December 31, 1996 and March 31, 1996......... 1 Statements of Operations - Three Months Ended December 31, 1996 and December 31, 1995..................... 2 Statements of Operations - Nine Months Ended December 31, 1996 and December 31, 1995..................... 3 Statements of Cash Flows - Nine Months Ended December 31, 1996 and December 31, 1995...................... 4 Notes to Financial Statements - December 31, 1996............. 4 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....................... 6 PART II - OTHER INFORMATION - --------------------------- ITEM 1. Legal Proceedings............................................. 7 ITEM 2. Changes in Securities......................................... 7 ITEM 3. Defaults Upon Senior Securities............................... 7 ITEM 4. Submission of Matters to a Vote of Security-Holders........... 7 ITEM 5. Other Information............................................. 8 ITEM 6. Exhibits and Reports on Form 8-K.............................. 8 SIGNATURES.................................................................. 10 - ---------- PART I ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) INDUSTRIAL IMAGING CORPORATION BALANCE SHEETS at December 31, 1996 and March 31, 1996
Dec. 31 March 31 ------- -------- 1996 1996 ---- ---- (unaudited) (audited) ASSETS Current Assets: Cash $ 125 $ 303 Receivables 126,466 126,466 Allowance for doubtful accounts (126,466) (126,466) Prepaid expenses 100 100 ---------------- ---------------- Total current assets $ 225 $ 403 Equipment and fixtures, at cost (Net of accumulated depreciation of $585,031 in December 1996, and $585,031 in December 1996, and $585,031 in March 1996) 0 0 Other assets 0 0 ---------------- ---------------- Total Assets $ 225 $ 225 ================ ================ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 0 $ 0 Other current liabilities 10,656 0 ---------------- ---------------- Total current liabilities $ 10,656 $ 0 Long-term debt 0 0 Total Liabilities $ 10,656 $ 0 ---------------- ---------------- Stockholders' Equity Common stock and additional paid-in capital $ 3,339,634 $ 3,339,634 Preferred Stock 0 0 Retained earnings (deficit) (3,295,773) (3,264,939) Treasury stock (54,292) (54,292) ---------------- ---------------- Net stockholders' equity $ (10,431) $ 403 ---------------- ---------------- Total Liabilities and Stockholders' Equity $ 225 $ 403 ================ ================
1 INDUSTRIAL IMAGING CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS
Quarter Ended Nine Months Ended ------------- ----------------- December 31 December 31 1996 1995 1996 1995 ------ ------ ------ ------ (unaudited) (unaudited) Professional Services $ 0 $ 0 $ 0 $ 0 Licenses, facilities management, packages and VAR sales 0 0 0 0 --------------- --------------- --------------- --------------- Gross Income 0 0 0 0 Cost of Goods Sold 0 0 0 --------------- --------------- --------------- --------------- Gross Profit 0 0 0 0 Operating Expenses 8,555 32,958 10,834 38,864 --------------- --------------- --------------- --------------- Income (Loss) From Operations (8,555) (32,958) (10,834) (38,864) --------------- --------------- --------------- --------------- Other Income (Expense) Net gain (loss) on disposition of assets 0 0 0 0 Interest Income 0 0 0 0 Interest Expense 0 0 0 0 Miscellaneous income (expense) 0 0 0 0 --------------- --------------- --------------- --------------- Total other income (expense) net 0 0 0 0 Net Income (loss) (8,555) (32,958) (10,834) (38,884) =============== =============== =============== =============== Earnings (loss) per share ($0.016) ($0.063) ($0.021) ($0.074) Shares used in computing net income (loss) per share (1) 525,000 525,000 525,000 525,000
2 INDUSTRIAL IMAGING CORPORATION STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995
1996 1995 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net gain (loss) $ (10,834) $ (38,884) ----------- ----------- Adjustments to reconcile net income to cash used for operating activities: Depreciation and amortization 0 0 (Gain) loss on disposition of assets 0 0 Provision for uncollectible accounts 0 0 Changes in assets and liabilities: Accounts receivable 0 0 Investments Prepaid expenses and deposits 1,615 Trade notes receivable Accounts payable 10,656 37,877 Accrued expenses (500) ----------- ----------- Total adjustments 10,656 38,992 ----------- ----------- NET CASH USED FOR OPERATING ACTIVITIES (178) 108 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of assets 0 0 ----------- ----------- NET CASH PROVIDED BY INVESTING ACTIVITIES 0 0 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Reduction of long-term debt (368,006) Conversion of long-term debt to equity 368,006 Proceeds from long-term debt Repayment of line-of-credit borrowings NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES 0 0 ----------- ----------- NET INCREASE (DECREASE) IN CASH (178) 108 CASH AND CASH EQUIVALENTS, APRIL 1 303 96 ----------- ----------- CASH AND CASH EQUIVALENTS, DECEMBER 31 $ 125 $ 204 =========== ===========
See supplemental disclosures to statements of cash flows. 3 INDUSTRIAL IMAGING CORPORATION SUPPLEMENTAL DISCLOSURES - STATEMENTS OF CASH FLOWS FOR THE PERIODS ENDED DECEMBER 31, 1996 AND 1995 1996 1995 ---- ---- CASH PAID DURING THE PERIOD FOR: Interest $ 0 $ 0 Income taxes 0 0 NOTES TO FINANCIAL STATEMENTS NOTE 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of Industrial Imaging Corporation (the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) considered necessary for a fair statement of the interim financial data have been included. Results from operations for the three and nine month period ended December 28, 1996 and December 30, 1995 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 1997. For further information, refer to the consolidated financial statements and the footnotes thereto for the year ended March 31, 1996, filed with the Securities and Exchange Commission in accordance with Rule 15(d)-2 of the Exchange Act of 1934. Net income (loss) per share is computed based upon the weighted average number of common and dilutive common equivalent shares outstanding during the period and includes the 18:1 reverse stock split effected as part of the Company's reincorporation to a Delaware corporation on December 9, 1996. NOTE 2. SUBSEQUENT EVENTS On November 14, 1995, the Company filed an Information Statement with the Securities and Exchange Commission that disclosed a transaction pursuant to which 100% of Triple I's outstanding Common Stock, $.01 par value per share ("Triple I Common Stock"), would be exchanged for 90% of the outstanding Common Stock, $.01 par value per share (the "Company's Common Stock"), of the Company (the "Transaction"). Prior to the Transaction, the Company was a publicly held Rhode 4 Island corporation, whose only activity during the fiscal year had been expenses relating to filing fees and minimal overhead. The Transaction was approved by the Company's stockholders on December 5, 1996 at a Special Meeting of Stockholders. As part of the Transaction, the Company reincorporated to the state of Delaware, changed its name to Industrial Imaging Corporation (from Orbis, Inc.) and effected an 18:1 reverse stock split, all of which were completed on December 9, 1996. The exchange of shares was completed on February 1, 1997. The Transaction will be accounted for as a capital stock transaction and will be treated as a recapitalization of Triple I with Triple I as the acquirer (reverse acquisition). Management will record the Transaction as the issuance of stock and any costs of the Transaction will be charged to stockholders' equity, with no goodwill recorded. In December 1996, Dr. Harry Hsuan Yeh, a director and stockholder of the Company, loaned $150,000 to Triple I Corporation, in return for a twelve-month promissory note. On January 15, 1997, this note was converted to a two year subordinated promissory note, bearing an interest rate of 10% per annum. In addition, Dr. Yeh was issued 44,100 shares of Common Stock. On January 22, 1997, Dr. Yeh loaned another $50,000 to the Company in exchange for a subordinated promissory note and 14,700 shares of Common Stock. Both subordinated promissory notes contain the same terms as the Bridge Notes (defined below). In February 1997, the Company commenced the 1997 Bridge Financing to raise up to $600,000 through the sale of twelve (12) units ("Units"), each Unit consisting of a $50,000 subordinated promissory note bearing an annual interest rate of 10% ("Bridge Notes") and 10,714 shares of Common Stock. Aggregate proceeds to the Company were $250,000 as of February 14, 1997. The Bridge Notes are due two years after their issuance and payment is accelerated in the event the Company raises a certain amount of equity financing. The Bridge Notes will be repaid from the proceeds of the Offering and may be prepaid without penalty or premium. The Bridge Notes are unsecured and not guaranteed. In January, 1997, Centennial Technologies, Inc. ("Centennial") exercised warrants to purchase 230,000 shares of common stock, at $.01 par value per share. The funds were used to pay two promissory notes due to Centennial; (i) a $100,000 loan which was due on September 21, 1996 plus accrued interest; and (ii) a $130,000 loan which was due on February 21, 1996 plus accrued interest. 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. RESULTS OF OPERATIONS The net loss was $18,555 for the three month period ending December 31, 1996 as compared to $32,958 for the corresponding period one year ago. The net loss before taxes was $10,834 for the nine months ended December 31, 1996 as compared to $38,884 for the corresponding period one year ago. The Company did not have any new sales for the period nor does the Company have any fu11-time employees at the present time. The officers and directors of the Company continue to work on a part-time basis without compensation in an effort to curtail expenses. LIQUIDITY AND CAPITAL RESOURCES The Company is in the process of completing an acquisition of Triple I Corporation whereby Triple I wi11 exchange 100% of its shares for Trip1e I will exchange 100% of its shares for 90% ownership of the Company. The transaction was approved by the stockholders of the Company at a Special Meeting of Stockholders on December 5, 1996 and closed on February 1, 1997. The details of the transaction were more fully described in an Information Statement, sent to shareholders on November 14, 1996 and an 8-K, and an amendment thereto, initially filed on December 19, 1996. 6 PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. None. ITEM 2. CHANGES IN SECURITIES. On December 6, 1996, the stockholders of the Company approved a proposal to reincorporate the Company from a Rhode Island corporation to a Delaware corporation. The Delaware corporation has authorized 20,000,000 shares of Common Stock, $.01 par value per share, and 1,000,000 shares of undesignated Preferred Stock, $.01 par value per share. As part of the reincorporation, the Company completed an 18:1 reverse stock split. Prior to the reincorporation, the Company had 9,450,000 shares of Common Stock outstanding. After the reincorporation and the 18:1 reverse split, the Company had 525,000 shares of Common Stock outstanding. The reincorporation was completed on December 9, 1996. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS. On December 7, 1996, the Company held a Special Meeting of Stockholders (the "Special Meeting"). At the Special Meeting, the stockholders considered the following proposals: 1. To reincorporate the Company from the State of Rhode Island to the State of Delaware, under the name Industrial Imaging Corporation, and exchange one (1) share of Industrial Imaging Common Stock, $.01 par value per share for every eighteen (18) shares of the Company's Common Stock, $.01 par value per share, as per the Agreement of Merger. 2. To complete an exchange of shares between the Company and Triple I Corporation ("Triple I"), pursuant to which 100% of Triple I's shares shall be exchanged for 90% ownership of the Company, as per the Stockholders' Exchange Agreement. 3. To elect all the following nominees as members of the Company's Board of Directors: Juan J. Amodei, Ph.D., Joseph Bordogna, Ph.D., Charles G. Broming, Robert Creeden, Joseph A. Teves, and Harry Hsuan Yeh, Ph.D. to serve until the next annual meeting of the stockholders of the Company and to hold office until the election and qualification of their successors; 4. To approve the Company's 1996 Stock Option Plan under which 600,000 shares of Common Stock have been reserved for issuance pursuant to the Plan; 5. To ratify the selection of Coopers & Lybrand L.L.P. as independent auditors for the Company for the fiscal year ending March 31, 1997. 7 Of the 9,450,000 shares of the Company's Common Stock of record as of July 26, 1996 able to be voted at the Annual Meeting, a total of 5,896,850 shares were voted, or approximately 62% of the Company's issued and outstanding shares of Common Stock entitled to vote on these matters. Each of the proposals was adopted, with the vote totals as follows:
Shares Shares Voting Shares Broker Proposal Voting For Against Abstaining Non-Votes -------- ---------- ------- ---------- --------- Proposal No. 1 5,896,850 0 0 0 -------------- Proposal No. 2 5,896,850 0 0 0 -------------- Proposal No. 3 5,896,850 0 0 0 -------------- Proposal No. 4 5,896,850 0 0 0 -------------- Proposal No. 5 5,896,850 0 0 0 --------------
Juan J. Amodei, Ph.D., Joseph Bordogna, Ph.D., Charles G. Broming, Joseph A. Teves, and Harry Hsuan Yeh, Ph.D. have continued to serve as a member of the Board of Directors of the Company since the election. Mr. Creeden resigned his position as a member of the Board of Directors, effective December 10, 1996. ITEM 5. OTHER INFORMATION. None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits. --------- Exhibit Number Title ------ ----- 3a Industrial Imaging Corporation's Articles of Incorporation, dated December 9, 1996. 3b Industrial Imaging Corporation's Bylaws. 4a Section of Bylaws and certificate of Incorporation defining rights of securities-holders in Exhibits 3a and 3b. 27 Financial Data Schedule. 8 (b) Reports on Form 8-K. The Company filed a current report on Form 8-K on December 11, 1996 and December 19, 1996. The December 11, 1996 Form 8-K filing disclosed the change of accountants approved by the stockholders at the Special Meeting. The December 19,1996 Form 8-K disclosed the terms of the acquisition of Triple I, approved by the stockholders at the Special Meeting. The following exhibits were filed as part of the December 19, 1996 Form 8-K and are incorporated herein by reference. 2a Agreement of Merger, dated December 5, 1996. 2b Form of the Shareholders Agreement by and among Orbis, Inc., Triple I Corporation and the Shareholders of Triple I Corporation. 9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. INDUSTRIAL IMAGING CORPORATION Date: February 13, 1997 By: /s/ Juan J. Amodei ------------------ President EX-3.A 2 CERTIFICATE OF INCORPORATION CERTIFICATE OF INCORPORATION OF INDUSTRIAL IMAGING CORPORATION ***** 1. The name of the corporation is Industrial Imaging Corporation. 2. The address of its registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The nature of the business or purposes to be conducted or promoted is: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 4. The total number of shares of stock which the Corporation shall have authority to issue is Twenty-one Million (21,000,000) shares; of which twenty million (20,000,000) will be Common Stock, of the par value $.01 per share; and one million (1,000,000) will be Preferred Stock, of the par value $.01 per share, amounting in the aggregate to Two Hundred Ten Thousand and 00/100 Dollars ($210,000.00). Additional designations and powers, preferences and rights and qualifications, limitations or restrictions thereof of the shares of each class shall be determined by the Board of Directors of the Corporation from time to time. 5. The name and mailing address of the Corporation's incorporator is Juan J. Amodei, Ph.D., Industrial Imaging Corporation, One Lowell Research Center, 847 Rogers Street, Lowell, Massachusetts 01852. 6. The name and address of the person who is to serve as the sole director of the Corporation until the first annual meeting of the stockholders or until his successors are elected and qualified is: Juan J. Amodei, Ph.D. Industrial Imaging Corporation One Lowell Research Center 847 Rogers Street Lowell, Massachusetts 01852 7. The Corporation is to have perpetual existence. 8. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized: To make, alter or repeal the bylaws of the Corporation. To authorize and cause to be executed mortgages and liens upon the real and personal property of the Corporation. To set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created. By a majority of the whole Board, to designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The bylaws may provide that in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such agent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, or in the bylaws of the Corporation, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease, or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the bylaws of the Corporation; and, unless the resolution or bylaws expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. When and as authorized by the stockholders in accordance with statute, to sell, lease or exchange all or substantially all of the property and assets of the Corporation, including its goodwill and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the Corporation. 9. To the maximum extent permitted by Section 102(b)(7) of the General Corporation Law of Delaware, a director of this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (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 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. 10. Whenever a compromise or arrangement is proposed between this Corporation and its - 2 - creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court or equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement to any reorganization of this Corporation as consequences of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation. 11. Meetings of the stockholders may be held within or without the State of Delaware, as the bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the bylaws of the Corporation. Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide. 12. The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] - 3 - THE UNDERSIGNED, being the incorporator named hereinbefore, for the purposes of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this certificate, hereby declaring and certifying that this is his act and deed and the facts herein stated are true, and accordingly, has hereunto set his hand this 4th day of December, 1996. /s/ Juan J. Amodei, Ph. D. ------------------------------ Juan J. Amodei, Ph.D. COMMONWEALTH OF MASSACHUSETTS ) ) ss.: COUNTY OF MIDDLESEX ) BE IT REMEMBERED that on this 4th day of December, 1996, personally came before me, a Notary Public for the Commonwealth of Massachusetts, Juan J. Amodei, Ph.D., the party to the foregoing Certificate of Incorporation, known to me personally to be such, and acknowledged the said Certificate to be his free act and deed and that the facts stated therein are true. GIVEN under my hand and seal of office the day and year aforesaid. /s/ Mara Robinson ------------------------------- Notary Public My commission expires: - 4 - EX-3.B 3 BYLAWS BYLAWS OF INDUSTRIAL IMAGING CORPORATION Article I. Offices. Section 1. Registered Office. The registered office of the Corporation shall be at The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware 19801. Section 2. Additional Offices. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or as the business of the Corporation may require. Article II. Meetings of Stockholders. Section 1. Time and Place. A meeting of stockholders for any purpose may be held at such time and place within or without the State of Delaware as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual Meeting. Annual meetings of stockholders, commencing with the year 1997, shall be held on the first Monday in May at 10:00 a.m., or at such other date and time as shall, from time to time, be designated by the Board of Directors and stated in the notice of the meeting. At such annual meetings, the stockholders shall elect a Board of Directors and transact such other business as may properly be brought before the meetings. Section 3. Notice of Annual Meeting. Written notice of the annual meeting, stating the place, date, and time thereof, shall be given to each stockholder entitled to vote at such meeting not less than ten (unless a longer period is required by law) nor more than sixty days prior to the meeting. Section 4. Special Meetings. Special meetings of the stockholders may be called for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, by the Chairman of the Board, if any, or the President, and shall be called by the President or Secretary at the request, in writing, of a majority of the Board of Directors or of the stockholders owning a majority of the shares of capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose of the proposed meeting. Section 5. Notice of Special Meeting. Written notice of a special meeting, stating the place, date, and time thereof and the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting not less than ten (unless a longer period is required by law) nor more than sixty days prior to the meeting. Section 6. List of Stockholders. The transfer agent or the officer in 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 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, at a place within the city where the meeting is to be held, which place, if other than the place of the meeting, shall be specified in the notice of the meeting. The list shall also be produced and kept at the place of the meeting during the whole time thereof and may be inspected by any stockholder who is present in person thereat. Section 7. Presiding Officer and Order of Business. (a) Meetings of stockholders shall be presided over by the Chairman of the Board. If he is not present or there is none, they shall be presided over by the President, or, if he is not present or there is none, by a Vice President, or, if he is not present or there is none, by a person chosen by the Board of Directors, or, if no such person is present or has been chosen, by a chairman to be chosen by the stockholders owning a majority of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at the meeting and who are present in person or represented by proxy. The Secretary of the Corporation, or, if he is not present, an Assistant Secretary, or, if he is not present, a person chosen by the Board of Directors, shall act as Secretary at meetings of stockholders; if no such person is present or has been chosen, the stockholders owning a majority of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at the meeting who are present in person or represented by proxy shall choose any person present to act as secretary of the meeting. (b) The following order of business, unless otherwise determined at the meeting, shall be observed as far as practicable and consistent with the purposes of the meeting: (1) Call of the meeting to order. (2) Presentation of proof of mailing of the notice of the meeting and, if the meeting is a special meeting, the call thereof. (3) Presentation of proxies. (4) Announcement that a quorum is present. (5) Reading and approval of the minutes of the previous meeting. (6) Reports, if any, of officers. (7) Election of directors, if the meeting is an annual meeting or a meeting called for that purpose. (8) Consideration of the specific purpose or purposes, other than the election of directors, for which the meeting has been called, if the meeting is a special meeting. (9) Transaction of such other business as may properly come before the meeting. (10) Adjournment. -2- Section 8. Quorum and Adjournments. The presence in person or representation by proxy of the holders of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote shall be necessary to, and shall constitute a quorum for, the transaction of business at all meetings of the stockholders, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, a quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat who are present in person or represented by proxy shall have the power to adjourn the meeting from time to time until a quorum shall be present or represented. If the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken, no further notice of the adjourned meeting need be given. Even if a quorum shall be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat who are present in person or represented by proxy shall have the power to adjourn the meeting from time to time for good cause to a date that is not more than thirty days after the date of the original meeting. Further notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken. At any adjourned meeting at which a quorum is present in person or represented by proxy, any business may be transacted that might have been transacted at the meeting as originally called. If the adjournment is for more than thirty days, or if, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat. Section 9. Voting. (a) At any meeting of the stockholders, every stockholder having the right to vote shall be entitled to vote in person or by proxy. Except as otherwise provided by law or the Certificate of Incorporation, each stockholder of record shall be entitled to one vote for each share of capital stock registered in his name on the books of the Corporation. (b) All elections shall be determined by a plurality vote, and, except as otherwise provided by law or the Certificate of Incorporation, all other matters shall be determined by a vote of a majority of the shares present in person or represented by proxy and voting on such other matters. Section 10. Action by Consent. Any action required or permitted by law or the Certificate of Incorporation to be taken at any meeting of stockholders may be taken without a meeting, without prior notice of a written consent, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present or represented by proxy and voted. Such written consent shall be filed with the minutes of the meetings of stockholders. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing thereto. Article III. Directors. Section 1. General Powers, Number, and Tenure. The business of the Corporation shall -3- be managed by its Board of Directors, which may exercise all powers of the Corporation and perform all lawful acts that are not by law, the Certificate of Incorporation, or these Bylaws directed or required to be exercised or performed by the stockholders. The number of directors shall be determined by the Board of Directors; if no such determination is made, the number of directors shall be one. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until the next annual meeting and until his successor is elected and shall qualify. Directors need not be stockholders. Section 2. Vacancies. If any vacancies occur in the Board of Directors, or if any new directorships are created, they may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until the next annual meeting of stockholders and until his successor is duly elected and shall qualify. If there are no directors in office, any officer or stockholder may call a special meeting of stockholders in accordance with the provisions of the Certificate of Incorporation or these Bylaws, at which meeting such vacancies shall be filled. Section 3. Removal or Resignation. (a) Except as otherwise provided by law or the Certificate of Incorporation, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. (b) Any director may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, if any, or the President or Secretary of the Corporation. Unless otherwise specified in such written notice, a resignation shall take effect on delivery thereof to the Board of Directors or the designated officer. It shall not be necessary for a resignation to be accepted before it becomes effective. Section 4. Place of Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. Annual Meeting. The annual meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders, and no notice of such meeting shall be necessary to the newly elected directors in order to constitute the meeting legally, provided a quorum shall be present. Section 6. Regular Meetings. Additional regular meetings of the Board of Directors may be held without notice of such time and place as may be determined from time to time by the Board of Directors. Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President, or by two or more directors on at least two days' notice to each director, if such notice is delivered personally or sent by telegram, or on at least three days' notice if sent by mail. Special meetings shall be called by the Chairman of the Board, President, Secretary, or two or more directors in like manner and on like notice on the written request of one-half or more of the number of directors then in office. Any such notice need not state the purpose or purposes of such meeting, except as provided in Article XI. -4- Section 8. Quorum and Adjournments. At all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or the Certificate of Incorporation. If a quorum is not present at any meeting of the Board of Directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting at which the adjournment is taken, until a quorum shall be present. Section 9. Compensation. Directors shall be entitled to such compensation for their services as directors and to such reimbursement for any reasonable expenses incurred in attending directors' meetings as may from time to time be fixed by the Board of Directors. The compensation of directors may be on such basis as is determined by the Board of Directors. Any director may waive compensation for any meeting. Any director receiving compensation under these provisions shall not be barred from serving the Corporation in any other capacity and receiving compensation and reimbursement for reasonable expenses for such other services. Section 10. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, and without prior notice, if a written consent to such action is signed by all members of the Board of Directors and such written consent is filed with the minutes of its proceedings. Section 11. Meetings by Telephone or Similar Communications Equipment. The Board of Directors may participate in a meeting by conference telephone or similar communications equipment by means of which all directors participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person by any such director at such meeting. Article IV. Committees. Section 1. Executive Committee. The Board of Directors, by resolution adopted by a majority of the whole Board, may appoint an Executive Committee consisting of one or more directors, one of whom shall be designated as Chairman of the Executive Committee. Each member of the Executive Committee shall continue as a member thereof until the expiration of his term as a director or his earlier resignation, unless sooner removed as a member or as a director. Section 2. Powers. The Executive Committee shall have and may exercise those rights, powers, and authority of the Board of Directors as may from time to time be granted to it by the Board of Directors to the extent permitted by law, and may authorize the seal of the Corporation to be affixed to all papers that may require it. Section 3. Procedure and Meetings. The Executive Committee shall fix its own rules of procedure and shall meet at such times and at such place or places as may be provided by such rules or as the members of the Executive Committee shall fix. The Executive Committee shall keep regular minutes of its meetings, which it shall deliver to the Board of Directors from time to time. -5- The Chairman of the Executive Committee or, in his absence, a member of the Executive Committee chosen by a majority of the members present, shall preside at meetings of the Executive Committee; and another member chosen by the Executive Committee shall act as Secretary of the Executive Committee. Section 4. Quorum. A majority of the Executive Committee shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the members present at any meeting at which there is a quorum shall be required for any action of the Executive Committee; provided, however, that when an Executive Committee of one member is authorized under the provisions of Section 1 of this Article, that one member shall constitute a quorum. Section 5. Other Committees. The Board of Directors, by resolutions adopted by a majority of the whole Board, may appoint such other committee or committees as it shall deem advisable and with such rights, power, and authority as it shall prescribe. Each such committee shall consist of one or more directors. Section 6. Committee Changes. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of, and to discharge any committee. Section 7. Compensation. Members of any committee shall be entitled to such compensation for their services as members of the committee and to such reimbursement for any reasonable expenses incurred in attending committee meetings as may from time to time be fixed by the Board of Directors. Any member may waive compensation for any meeting. Any committee member receiving compensation under these provisions shall not be barred from serving the Corporation in any other capacity and from receiving compensation and reimbursement of reasonable expenses for such other services. Section 8. Action by Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if a written consent to such action is signed by all members of the committee and such written consent is filed with the minutes of its proceedings. Section 9. Meetings by Telephone or Similar Communications Equipment. The members of any committee designated by the Board of Directors may participate in a meeting of such committee by conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other, and participation in such a meeting shall constitute presence in person by any such committee member at such meeting. Article V. Notices. Section 1. Form and Delivery. Whenever a provision of any law, the Certificate of Incorporation, or these Bylaws requires that notice be given to any director or stockholder, it shall not be construed to require personal notice unless so specifically provided, but such notice may be -6- given in writing, by mail addressed to the address of the director or stockholder as it appears on the records of the Corporation, with postage prepaid. These notices shall be deemed to be given when they are deposited in the United States mail. Notice to a director may also be given personally or by telephone or by telegram sent to his address as it appears on the records of the Corporation. Section 2. Waiver. Whenever any notice is required to be given under the provisions of any law, the Certificate of Incorporation, or these Bylaws, a written waiver thereof signed by the person entitled to said notice, whether before or after the time stated therein, shall be deemed to be equivalent to such notice. In addition, any stockholder who attends a meeting of stockholders in person or is represented at such meeting by proxy, without protesting at the commencement of the meeting the lack of notice thereof to him, or any director who attends a meeting of the Board of Directors without protesting at the commencement of the meeting of the lack of notice, shall be conclusively deemed to have waived notice of such meeting. Article VI. Officers. Section 1. Designations. The officers of the Corporation shall be chosen by the Board of Directors. The Board of Directors may choose a Chairman of the Board, a President, a Vice President or Vice Presidents, a Secretary, a Treasurer, one or more Assistant Secretaries and/or Assistant Treasurers, and other officers and agents that it shall deem necessary or appropriate. All officers of the Corporation shall exercise the powers and perform the duties that shall from time to time be determined by the Board of Directors. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws provide otherwise. Section 2. Term of, and Removal From, Office. At its first regular meeting after each annual meeting of stockholders, the Board of Directors shall choose a President, a Secretary, and a Treasurer. It may also choose a Chairman of the Board, a Vice President or Vice Presidents, one or more Assistant Secretaries and/or Assistant Treasurers, and such other officers and agents as it shall deem necessary or appropriate. Each officer of the Corporation shall hold office until his successor is chosen and shall qualify. Any officer elected or appointed by the Board of Directors may be removed, with or without cause, at any time by the affirmative vote of a majority of the directors then in office. Removal from office, however, shall not prejudice the contract rights, if any, of the person removed. Any vacancy occurring in any office of the Corporation may be filled for the unexpired portion of the term by the Board of Directors. Section 3. Compensation. The salaries of all officers of the Corporation shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving a salary because he is also a director of the Corporation. Section 4. The Chairman of the Board. The Chairman of the Board, if any, shall be an officer of the Corporation and, subject to the direction of the Board of Directors, shall perform such executive, supervisory, and management functions and duties as may be assigned to him from time to time by the Board of Directors. He shall, if present, preside at all meetings of stockholders and of the Board of Directors. -7- Section 5. The President. (a) The President shall be the chief executive officer of the Corporation and, subject to the direction of the Board of Directors, shall have general charge of the business, affairs, and property of the Corporation and general supervision over its other officers and agents. In general, he shall perform all duties incident to the office of President and shall see that all orders and resolutions of the Board of Directors are carried into effect. (b) Unless otherwise prescribed by the Board of Directors, the President shall have full power and authority to attend, act, and vote on behalf of the Corporation at any meeting of the security holders of other corporations in which the Corporation may hold securities. At any such meeting, the President shall possess and may exercise any and all rights and powers incident to the ownership of such securities that the Corporation might have possessed and exercised if it had been present. The Board of Directors may from time to time confer like powers upon any other person or persons. Section 6. The Vice President. The Vice President, if any, or in the event there be more than one, the Vice Presidents in the order designated, or in the absence of any designation, in the order of their election, shall, in the absence of the President or in the event of his disability, perform the duties and exercise the powers of the President and shall generally assist the President and perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors. Section 7. The Secretary. The Secretary shall attend all meetings of the Board of Directors and the stockholders and record all votes and the proceedings of the meetings in a book to be kept for that purpose. He shall perform like duties for the Executive Committee or other committees, if required. He shall give, or cause to be given, notice of all meetings of stockholders and special meetings of the Board of Directors, and shall perform such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board, or the President, under whose supervision he shall act. He shall have custody of the seal of the Corporation, and he, or an Assistant Secretary, shall have authority to affix it to any instrument requiring it, and, when so affixed, the seal may be attested by his signature or by the signature of the Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing thereof by his signature. Section 8. The Assistant Secretary. The Assistant Secretary, if any, or in the event there be more than one, the Assistant Secretaries in the order designated, or in the absence of any designation, in the order of their election, shall, in the absence of the Secretary or in the event of his disability, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors. Section 9. The Treasurer. The Treasurer shall have custody of the corporate funds and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may from time to time -8- be designated by the Board of Directors. He shall disburse the funds of the Corporation in accord with the orders of the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chairman of the Board, if any, the President, and the Board of Directors, whenever they may require it or at regular meetings of the Board, an account of all his transactions as Treasurer and of the financial condition of the Corporation. Section 10. The Assistant Treasurer. The Assistant Treasurer, if any, or in the event there shall be more than one, the Assistant Treasurers in the order designated, or in the absence of any designation, in the order of their election, shall, in the absence of the Treasurer or in the event of his disability, perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors. Article VII. Indemnification. Reference is made to Section 145 and any other relevant provisions of the General Corporation Law of the State of Delaware. Particular reference is made to the class of persons, hereinafter called "Indemnitees", who may be indemnified by a Delaware corporation pursuant to the provisions of such Section 145, namely, any person, or the heirs, executors, or administrators of such person, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a director, officer, employee, or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee, or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. The Corporation shall, and is hereby obligated to, indemnify the Indemnitees, and each of them, in each and every situation where the Corporation is obligated to make such indemnification pursuant to the aforesaid statutory provisions. The Corporation shall indemnify the Indemnitees, and each of them, in each and every situation where, under the aforesaid statutory provisions, the Corporation is not obligated, but is nevertheless permitted or empowered, to make such indemnification, it being understood that, before making such indemnification with respect to any situation covered under this sentence, (i) the Corporation shall promptly make or cause to be made, by any of the methods referred to in Subsection (d) of such Section 145, a determination as to whether each Indemnitee acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, in the case of any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful, and (ii) that no such indemnification shall be made unless it is determined that such Indemnitee acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, in the case of any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. -9- Article VIII. Affiliated Transactions and Interested Directors. Section 1. Affiliated Transactions. 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 its 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 of Directors or committee thereof that authorizes the contract or transaction or solely because his or their votes are counted for such purpose if: (a) 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 of Directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (b) 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 the vote of the stockholders; or (c) 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 thereof, or the stockholders. Section 2. Determining Quorum. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee thereof which authorizes the contract or transaction. Article IX. Stock Certificates. Section 1. Form and Signatures. (a) Every holder of stock of the Corporation shall be entitled to a certificate stating the number and class, and series, if any, of shares owned by him, signed by the Chairman of the Board, if any, or the President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, and bearing the seal of the Corporation. The signatures and the seal may be facsimiles. A certificate may be signed, manually or by facsimile, by a transfer agent or registrar other than the Corporation or its employee. In case any officer who has signed, or whose facsimile signature was placed on, a certificate shall have ceased to be such officer before the certificate is issued, it may nevertheless be issued by the Corporation with the same effect as if he were such officer at the date of its issue. (b) All stock certificates representing shares of capital stock that are subject to restrictions on transfer or to other restrictions may have imprinted thereon any notation to that effect determined by the Board of Directors. -10- Section 2. Registration of Transfer. Upon surrender to the Corporation or any transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, the Corporation or its transfer agent shall issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon the books of the Corporation. Section 3. Registered Stockholders. (a) Except as otherwise provided by law, the Corporation shall be entitled to recognize the exclusive right of a person who is registered on its books as the owner of shares of its capital stock to receive dividends or other distributions and to vote or consent as such owner, and to hold liable for calls and assessments any person who is registered on its books as the owner of shares of its capital stock. The Corporation shall not be bound to recognize any equitable or legal claim to, or interest in, such shares on the part of any other person. (b) If a stockholder desires that notices and/or dividends shall be sent to a name or address other than the name or address appearing on the stock ledger maintained by the Corporation, or its transfer agent or registrar, if any, the stockholder shall have the duty to notify the Corporation, or its transfer agent or registrar, if any, in writing of his desire and specify the alternate name or address to be used. Section 4. Record Date. In order that the Corporation may determine the stockholders of record who are entitled to receive notice of, or to vote at, any meeting of stockholders or any adjournment thereof or to express consent to corporate action in writing without a meeting, to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any lawful action, the Board of Directors may, in advance, fix a date as the record date for any such determination. Such date shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to the date of any other action. A determination of stockholders of record entitled to notice of, or to vote at, a meeting of stockholders shall apply to any adjournment of the meeting taken pursuant to Section 8 of Article II; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 5. Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct that a new certificate be issued to replace any certificate theretofore issued by the Corporation that, it is claimed, has been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed. When authorizing the issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of the lost, stolen, or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require, and/or to give the Corporation a bond in such sum, or other security in such form, as it may direct as indemnity against any claims that may be made against the Corporation with respect to the certificate claimed to have been lost, stolen, or destroyed. -11- Article X. General Provisions. Section 1. Dividends. Subject to the provisions of law and the Certificate of Incorporation, dividends upon the outstanding capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of the Corporation`s capital stock. Section 2. Reserves. The Board of Directors shall have full power, subject to the provisions of law and the Certificate of Incorporation, to determine whether any, and, if so, what part, of the funds legally available for the payment of dividends shall be declared as dividends and paid to the stockholders of the Corporation. The Board of Directors, in its sole discretion, may fix a sum that may be set aside or reserved over and above the paid-in capital of the Corporation as a reserve for any proper purpose, and may, from time to time, increase, diminish, or vary such amount. Section 3. Fiscal Year. Except as from time to time otherwise provided by the Board of Directors, the fiscal year of the Corporation shall end March 31 of each year. Section 4. Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its incorporation, and the words "Corporate Seal" and "Delaware". Article XI. Amendments. The Board of Directors shall have the power to alter and repeal these Bylaws and to adopt new Bylaws by an affirmative vote of a majority of the whole Board, provided that notice of the proposal to alter or repeal these Bylaws or to adopt new Bylaws must be included in the notice of the meeting of the Board of Directors at which such action takes place. -12- EX-27 4 FINANCIAL DATA SCHEDULE
5 3-MOS MAR-31-1997 OCT-01-1996 DEC-31-1996 125 0 126,466 126,466 0 225 585,031 585,031 225 10,656 0 0 0 525,000 0 225 0 0 0 0 8,555 0 0 0 0 0 0 0 0 (8,555) .002 .002
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