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NZCH Corp. going private. Ticker ZPCM FINRA deleted symbol:
http://otce.finra.org/DLDeletions
"
NZCH Corporation (the “Company”) has determined to pursue a reverse split of its outstanding shares of common stock, par value $0.001 per share (“the Common Stock”), pursuant to Nevada Revised Statutes (“NRS”) 78.207, whereby (i) each 500,000 shares of Common Stock outstanding as of the effective date of the reverse stock split will be combined into one whole share of Common Stock and (ii) the number of authorized shares of Common Stock will be simultaneously and correspondingly reduced (collectively, the “Reverse Stock Split”). In lieu of issuing any fractional shares to any stockholder as a result of the Reverse Stock Split, the Company will make, to any stockholder that would otherwise hold a fractional share after giving effect to the Reverse Stock Split, a cash payment in an amount equal to $0.02 per pre-split share (the “Cash Payment”). Accordingly, any stockholder owning fewer than 500,000 pre-split shares as of the effective date of the Reverse Stock Split will no longer have an equity interest in the Company and will only be entitled to receive the Cash Payment multiplied by the number of pre-split shares owned by such stockholder.
"
reversing us out before using it(?) :(
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 22, 2017
NZCH Corporation
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
000-27729
76-0571159
(Commission File Number)
(IRS Employer Identification No.)
450 Park Avenue, 29 th Floor,
New York, NY
10022
(Address of Principal Executive Offices)
(Zip Code)
(212) 906-8555
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
?
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
?
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
?
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
?
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company. ?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
Item 8.01.
Other Events.
NZCH Corporation (the “Company”) has determined to pursue a reverse split of its outstanding shares of common stock, par value $0.001 per share (“the Common Stock”), pursuant to Nevada Revised Statutes (“NRS”) 78.207, whereby (i) each 500,000 shares of Common Stock outstanding as of the effective date of the reverse stock split will be combined into one whole share of Common Stock and (ii) the number of authorized shares of Common Stock will be simultaneously and correspondingly reduced (collectively, the “Reverse Stock Split”). In lieu of issuing any fractional shares to any stockholder as a result of the Reverse Stock Split, the Company will make, to any stockholder that would otherwise hold a fractional share after giving effect to the Reverse Stock Split, a cash payment in an amount equal to $0.02 per pre-split share (the “Cash Payment”). Accordingly, any stockholder owning fewer than 500,000 pre-split shares as of the effective date of the Reverse Stock Split will no longer have an equity interest in the Company and will only be entitled to receive the Cash Payment multiplied by the number of pre-split shares owned by such stockholder.
The primary purpose of the Reverse Stock Split is to reduce the number of record holders of the Company's Common Stock to fewer than 300, thereby allowing the Company to terminate the registration of the Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and suspend its reporting obligations under Section 15(d) of the Exchange Act. The record date for purposes of the transaction is January 2, 2018.
Under NRS 78.207, the Reverse Stock Split will be effectuated by filing a Certificate of Change with the Nevada Secretary of State, which the Company expects to file on or around January 15, 2018. Pursuant to NRS 78.207, the Reverse Stock Split does not require stockholder approval, nor will stockholders have dissenter’s rights or other appraisal rights under Nevada law. Therefore, the Company is not seeking stockholder approval for these actions, and no vote is sought in connection with these actions.
Although the Company has approved the Reverse Stock Split and subsequent termination of registration of the Common Stock and suspension of the Company’s duty to file periodic reports and other information with the SEC under the Exchange Act, the Company reserves the right to abandon, postpone or modify the foregoing for any reason, at any time before they are consummated.
The transaction is a “going private” transaction under Section 13(e) of the Exchange Act and the Company will file a Schedule 13E-3 with the SEC that contains additional information about the transaction, which you are urged to read carefully and in its entirety. The Schedule 13E-3 will be available at www.sec.gov.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
NZCH Corporation
By:
/s/ George C. Nicholson
Name:
George C. Nicholson
Title:
Senior Vice President, Chief Accounting Officer and Chief Financial Officer
ot: https://ih.advfn.com/p.php?pid=nmona&article=76204287&symbol=HRG
CF Corporation Completes Acquisition of Fidelity & Guaranty Life
NEW YORK and DES MOINES, Iowa, Nov. 30, 2017 /PRNewswire/ -- CF Corporation (NASDAQ: CFCO) ("CF Corp."), HRG Group, Inc. (NYSE: HRG) and Fidelity & Guaranty Life (NYSE: FGL) ("FGL"), a leading provider of fixed indexed annuities and life insurance in the U.S., announced today that they have completed their previously announced merger transaction under which CF Corp. acquired FGL for $31.10 per share in cash, or a total of approximately $1.835 billion, plus the assumption of $405 million of existing debt.
Fidelity & Guaranty Life Logo.
Upon completion of this acquisition, CF Corp. has changed its name to FGL Holdings and will trade on the New York Stock Exchange (NYSE) under the ticker symbol FG commencing on December 1, 2017. The FGL Holdings companies include Fidelity & Guaranty Life Insurance Company, an Iowa-domiciled company offering annuities and life insurance products, Fidelity & Guaranty Life Insurance Company of New York, a New York domiciled company offering annuities and life insurance products, F&G Re Ltd, a Bermuda-based reinsurer, and Front Street Re, a Cayman-based reinsurer.
Messrs. Chinh E. Chu and William P. Foley, II, co-founders of CF Corp., are serving as Co-Chairmen of the Board of FGL Holdings, which will be composed of a majority of independent directors. Chris Littlefield, President and Chief Executive Officer of the newly named FGL Holdings, is continuing to lead the management team.
Mr. Chu said, "We are pleased to complete this important transaction and are excited about the future of FGL Holdings. We look forward to working closely with Chris and the rest of the management team to provide industry-leading retirement savings and life insurance products to policyholders and drive value for our shareholders as FGL Holdings enters its next phase of growth."
Mr. Foley added, "FGL Holdings is a high-quality enterprise serving the retirement needs of an important market. We believe this transaction will enable us to generate meaningful returns for our shareholders and deliver best-in-class solutions for policyholders."
Mr. Ehsan Zargar—HRG Group Executive Vice President, Chief Operating Officer, General Counsel and Corporate Secretary—noted, "This is a tremendous transaction and we are very happy to have completed it for the benefit of all shareholders. We thank all of the parties for their efforts in navigating this transaction through to a successful outcome."
Mr. Littlefield added, "We are excited to establish ourselves as FGL Holdings and are well positioned to enter our next chapter. We remain focused on continuing to provide our distribution partners, agents and policyowners with compelling insurance products that serve their needs and generate value for all our stakeholders."
Key Transaction Terms and Details
The transaction was financed with $1.2 billion from CF Corp.'s IPO and forward purchase agreements, and more than $700 million in additional new common and preferred equity. Funds advised by Blackstone Tactical Opportunities, funds advised by GSO Capital Partners LP (Blackstone's credit platform) and Fidelity National Financial, Inc. provided a full backstop funding commitment to ensure certainty of funding.
Subsidiaries of FGL Holdings have entered into investment management agreements with affiliates of Blackstone. This agreement provides access to Blackstone's superior investment management and strategic oversight capabilities to drive additional value creation for FGL Holdings and policyholders, while continuing FGL Holdings' current focus on high-quality investment grade assets.
In connection with the transaction, CF Corp. also acquired certain reinsurance companies from HRG Group, a diversified holding company and FGL's former largest shareholder.
About FGL Holdings
FGL Holdings, through its subsidiaries, offers fixed index annuities and life insurance products and partners with an established network of independent marketing organizations and their independent agents to distribute these products.
The FGL Holdings family of companies includes
•Fidelity & Guaranty Life Insurance Company, an annuity and life insurance company based in Des Moines, IA
•Fidelity & Guaranty Life Insurance Company of New York
•F&G Re Ltd, a Bermuda-based reinsurer
For more information, please visit www.fglife.bm.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. FGL Holdings' actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "might" and "continues," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, FGL Holdings' expectations with respect to future performance and anticipated financial impact of the business combination. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside FGL Holdings' control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted against FGL Holdings' in connection with the merger agreement and the transactions contemplated therein; (2) the inability to obtain or maintain the listing of FGL Holdings' ordinary shares on the New York Stock Exchange following the business combination; (3) the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; (4) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (5) costs related to the business combination; (6) changes in applicable laws or regulations; (7) the possibility that FGL Holdings may be adversely affected by other economic, business, and/or competitive factors; and (8) other risks and uncertainties identified in CF Corp.'s proxy statement relating to the business combination, including those under "Risk Factors" therein, and in CF Corp.'s and FGL's other filings with the SEC. FGL Holdings cautions that the foregoing list of factors is not exclusive. Readers should not place undue reliance upon any forward-looking statements, which speak only as of the date made. FGL Holdings does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable law. The information contained in any website referenced herein is not, and shall not be deemed to be, part of or incorporated into this press release.
FGL Holdings Contacts:
Investors and Media:
Diana Hickert-Hill
FGL Holdings
investors@fglife.bm; media@fglife.bm
410.487.0992
View original content with multimedia:http://www.prnewswire.com/news-releases/cf-corporation-completes-acquisition-of-fidelity--guaranty-life-300564663.html
SOURCE FGL Holdings
Copyright 2017 PR Newswire
ot: https://seekingalpha.com/news/3269564-fidelity-and-guaranty-life-finds-buyer-1_8b
imo, if/when this deal closes, I believe all that will be left of HRG's holdings is SPB, Salus (in wind-down mode(?)) and nzch(?)
imo, our fate as zpcm holders will be decided soon as the corp actions are heating up at our parent
ot: http://ih.advfn.com/p.php?pid=nmona&article=74684478
excerpts:
"
Item 8.01.
Other Events.
On May 24, 2017, Fidelity & Guaranty Life (“FGL”; NYSE: FGL), a majority owned subsidiary of HRG Group, Inc. (“HRG”; NYSE: HRG), issued a press release announcing that FGL had entered into a definitive agreement and plan of merger (the “Merger Agreement”) on May 24, 2017 with CF Corporation (“CF Corp”), FGL US Holdings Inc., an indirect wholly owned subsidiary of CF Corp (“Parent”), FGL Merger Sub Inc., a direct wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which CF Corp will acquire FGL for $31.10 per share through the merger of Merger Sub with and into FGL (the “Merger”). Following execution of the Merger Agreement, FS Holdco II Ltd. (“FS Holdco”), a wholly owned subsidiary of HRG, executed and delivered to FGL a written consent approving and adopting the merger agreement and the transactions contemplated thereby, including the Merger. Interested parties should read FGL’s announcements and public filings regarding this transaction and any related changes (if any) with respect to the foregoing.
On May 24, 2017, Front Street Re (Delaware) Ltd. (“FSRD”), a Delaware corporation and a wholly owned indirect subsidiary of HRG, entered into a Share Purchase Agreement pursuant to which, subject to the terms and conditions set forth therein, FSRD has agreed to sell to Parent all of the issued and outstanding shares of (i) Front Street Re (Cayman) Ltd., an exempted company incorporated in the Cayman Islands with limited liability, and (ii) Front Street Re Ltd., an exempted company incorporated in Bermuda with limited liability (collectively, the “Acquired Companies”). The purchase price will be $65 million, subject to customary adjustments for transaction expenses. The definitive documentation contains customary representations, warranties and indemnification obligations. HRG has further agreed to reduce the purchase price, and to indemnify the buyer, for dividends and other value transfers by the Acquired Companies to HRG and its affiliates from December 31, 2016 through the closing. The closing of the transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals, as well as the consummation of the Merger.
In addition, on May 24, 2017, HRG, FS Holdco, CF Corp and Parent have agreed that FS Holdco may, at its option, cause Parent and FS Holdco to make a joint election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, with respect to the Merger and the deemed stock purchases of FGL’s subsidiaries. Such an election is only applicable to HRG and could have the effect of reducing the amount of taxable gain taken into account by HRG in connection with the Merger. In the event FS Holdco elects to make such an election, it will be required to pay Parent $30 million, plus the amount, if any, by which FGL’s and its subsidiaries’ incremental current tax costs that are attributable to such election exceed $6 million, and Parent will be required to pay FS Holdco the amount, if any, by which FGL’s and its subsidiaries’ incremental current tax savings that are attributable to such election exceed $6 million.
"
8K Filing, new CEO...
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 14, 2017, Joseph S. Steinberg was appointed as Chairman of the Board of Directors and Chief Executive Officer of NZCH Corporation (the “Company”). Mr. Steinberg has served as Chairman of the Board of HRG Group, Inc. (“HRG”), the parent company of the Company, since December 2014, as a director of HRG since July 2014 and as Chief Executive Officer of HRG since April 2017. Mr. Steinberg has also served on the board of directors of FGL and Spectrum Brands since February 2015 and March 2015, respectively, each of which is a subsidiary of HRG. Mr. Steinberg is Chairman of the board of directors of Leucadia. He has served as a director of Leucadia since December 1978 and as President from January 1979 until March 1, 2013, when he became the Chairman of the Leucadia board of directors. Mr. Steinberg has served as Chairman of the board of directors of HomeFed Corporation (“HomeFed”) since 1999 and as a HomeFed director since 1998. Mr. Steinberg also serves on the board of directors of Crimson Wine Group, Ltd. Mr. Steinberg has served as a director of Jefferies since April 2008.
There are no transactions to which the Company is a party in which Mr. Steinberg has a material interest that is subject to disclosure under Item 404(a) of Regulation S-K.
Mr. Steinberg will not receive any compensation from NZCH Corporation or its affiliates in connection with his appointment as a Chairman of the Board of Directors and Chief Executive Officer of NZCH Corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
NZCH Corporation
By:
/s/ George C. Nicholson
Name:
George C. Nicholson
Title:
Senior Vice President, Chief Accounting Officer and Chief Financial Officer
Dated: April 14, 2017
https://www.sec.gov/Archives/edgar/data/1083243/000108324317000013/nzch8-k41417.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 22, 2017
NZCH Corporation
(Exact name of registrant as specified in its charter)
Nevada
76-0571159
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
450 Park Avenue, 29th Floor
New York, NY
10022
(Address of principal executive offices)
(Zip Code)
(212) 906-8555
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 22, 201 7 , Mr. Omar Asali, a director of NZCH Corporation (the “Company”), notified the Company that he has decided that he will resign from the board of directors of the Company and its subsidiaries and all committees thereof effective as of 5:00 p.m. Eastern Time on April 14, 2017 (the “Effective Time”). Mr. Asali is leaving the Company to establish a private investment vehicle that will make long-term investments in private and public companies and not as a result of any disagreement with the Company or its subsidiaries.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
HRG GROUP, INC.
By:
/s/ George C. Nicholson
Name:
George C. Nicholson
Title:
Senior Vice President, Chief Accounting Officer and Chief Financial Officer
Dated: March 22, 2017
ot: HRG, HRG Group Provides Update On CEO Transition
NEW YORK, March 22, 2017 /PRNewswire/ -- HRG Group, Inc. (the "Company" or "HRG"; NYSE: HRG) today announced that Omar Asali, President and Chief Executive Officer, has informed the Company that he will resign from the Company and its subsidiaries and their respective Board of Directors effective as of April 14, 2017. Joseph S. Steinberg, the Company's Chairman, will assume the additional position of Chief Executive Officer of the Company upon Mr. Asali's departure.
On November 17, 2016, HRG disclosed that Mr. Asali planned to leave HRG in the second half of fiscal 2017 to establish a private investment vehicle to make long-term investments in private and public companies.
Mr. Asali said: "I want to thank the HRG Board and employees for all of their contributions to the success of the Company. I will be moving on to my next chapter knowing that HRG is in capable hands. HRG and its subsidiaries are great businesses with strong performance records. I am confident that the strategic review process at HRG and sale process at Fidelity & Guaranty Life will maximize value for all shareholders."
The HRG Board said: "Omar has played a critical role in creating value for the HRG shareholders. We thank him for all his efforts and wish him well in his future endeavors."
About HRG Group, Inc.
HRG Group, Inc. is a holding company that conducts its operations through its operating subsidiaries. As of December 31, 2016, the Company's principal operating subsidiaries were: Spectrum Brands, a global branded consumer products company; Fidelity & Guaranty Life, a life insurance and annuity products company; and Front Street, a long-term reinsurance company. HRG is headquartered in New York and traded on the New York Stock Exchange under the symbol HRG. For more information on HRG, visit: www.HRGgroup.com.
Forward Looking Statements
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995: This document contains, and certain oral statements made by our representatives from time to time may contain, forward-looking statements, including those statements regarding the departure of the Company's current CEO, the Company's CEO succession plan, the Company's strategic review process and the merger of Anbang Insurance Group and Fidelity & Guaranty Life ("FGL"), the FGL ongoing sale process and any expected or anticipated benefits from the foregoing matters. As previously disclosed, strategic alternatives for the Company may include, but are not limited to, a merger, sale or other business combination involving the Company and/or its assets. HRG has not set a definitive schedule to complete its review of strategic alternatives and does not intend to provide updates until such time as it determines in its sole discretion, as required by law and/or it has entered into definitive documentation with respect to any strategic transaction. There can be no assurance that this process will result in a transaction, or if a transaction is undertaken, as to its terms or timing.
Forward-looking statements also include information concerning possible or assumed future distributions from subsidiaries, other actions, events, results, strategies and expectations and are identifiable by use of the words "believes," "expects," "intends," "anticipates," "plans," "seeks," "estimates," "projects," "may," "will," "could," "might," or "continues" or similar expressions. Such forward-looking statements are subject to risks and uncertainties that could cause actual results, events and developments to differ materially from those set forth in or implied by such statements.
These forward-looking statements are based on the beliefs and assumptions of HRG's management and the management of HRG's subsidiaries. Factors that could cause actual results, events and developments to differ include, without limitation: that the review of strategic alternatives at HRG will result in a transaction, or if a transaction is undertaken, as to its terms or timing; the ability of HRG's subsidiaries to close previously announced transactions, including statements regarding the closing of the merger of Anbang Insurance Group and FGL and/or the FGL ongoing sales process; the ability of HRG's subsidiaries to generate sufficient net income and cash flows to make upstream cash distributions; the decision of the boards of HRG's subsidiaries to make upstream cash distributions, which is subject to numerous factors such as restrictions contained in applicable financing agreements, state and regulatory restrictions and other relevant considerations as determined by the applicable board; HRG's liquidity, which may be impacted by a variety of factors, including the capital needs of HRG's subsidiaries; capital market conditions; commodity market conditions; foreign exchange rates; HRG's and its subsidiaries' ability to identify, pursue or complete any suitable future acquisition or disposition opportunities, including realizing such transaction's expected benefits and the timetable for, completing applicable financial reporting requirements; litigation; potential and contingent liabilities; management's plans; changes in regulations; taxes; and the risks that may affect the performance of the operating subsidiaries of HRG and those factors listed under the caption "Risk Factors" in HRG's most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, filed with the Securities and Exchange Commission. All forward-looking statements described herein are qualified by these cautionary statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. Neither HRG nor any of its affiliates undertake any obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operation results, except as required by law.
For further information contact:
Investors and Media:
HRG Group, Inc.
Investor Relations
Tel: 212.906.8555
Email: investorrelations@HRGgroup.com
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/hrg-group-provides-update-on-ceo-transition-300428083.html
SOURCE HRG Group, Inc.
Copyright 2017 PR Newswire
Why didn't they just buy them all at the same time, instead of breaking it up into two transactions?
Form 4. Hrg bought rest of falcones shares. Up to 99.5% now i think
next up..... redomicile to DE??
Definitely doesn't seem like a winding down type move, if anything I'd say they could potentially be ramping up for something. Any decent company looking to purchase a public shell is going to want 99+% share delivery, typically all the most valuable shells have that, and now they do.
Interesting that Falcone basically gave the shares to them, they certainly had more value then what he got IMO.
h_r_g now owns 99% per the filing and I'm guessing they bought the shares off of F_alcone which would leave him with 230,282 shares 'if' my math is right
was depressed this morning but back to being positive again :)
I hope ........... as always she 'could' go to zero-
g/l
!suggest reading the form 4 and SC13D/a they came out after the Q
it's new and completely changed verbiage compared to past filings
To me, based on the verbiage, it sounds 50/50 they could liquidate and sell the assets(ie shell)or find a merger/acquisition candidate, there is nothing to me that would indicate them just giving up and cease filing or anything like that so I would not see it as anything to worry about IMO.
suggest a read of today's 10Q by any holders... there is some change of verbiage that 'to me' makes it sound like a wind-down is strongly possible(?)
:(
Zap.com Corp. changed to NZCH Corp.:
http://otce.finra.org/DLSymbolNameChanges
OT: there goes the compass asset..
hrg 8k
"
Item 8.01 Other Events.
On July 1, 2016, HGI Energy Holdings, LLC and HGI Energy (Compass) Holding Corporation (collectively, “HGI Energy”), wholly-owned subsidiaries of HRG Group, Inc. (“HRG”), entered into a purchase agreement (the “Purchase Agreement”) with CPP WI Holding Company, LLC (“Buyer” and together with HGI Energy, the “Parties”), pursuant to which Buyer agreed to purchase the issued and outstanding equity interests of Compass Production GP, LLC and Compass Production Partners, LP (collectively, “Compass”) for a cash purchase price (the “Purchase Price”) of $145 million (the “Transaction”). The Purchase Price will be reduced at closing by the balance of Compass’s credit facility outstanding at closing (currently estimated to be $125 million) and is subject to other customary closing adjustments, including adjustments for title and environmental defects.
The Transaction is subject to customary closing conditions and is expected to close, subject to satisfaction of such closing conditions, in August of 2016. The Parties may terminate the Purchase Agreement at any time following September 15, 2016 if closing has not occurred by such date.
In connection with the Transaction, HRG has agreed to be a party to the Purchase Agreement for purposes of HGI Energy’s post-closing obligations. In addition, at the closing of the Transaction, HGI Energy will be recapitalized with an equity contribution of $110 million in assets or cash to satisfy its future obligations.
"
good to see these corp actions taking place imo... still left with the unknowns of 'what' and 'when'
hopefully the recent actions are a tell that they're getting ready-
8k "Second Amended and Restated By-Laws of NZCH Corporation",
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 28, 2016
NZCH Corporation
(Exact name of registrant as specified in its charter)
Nevada
76-0571159
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
450 Park Avenue, 29th Floor
New York, NY
10022
(Address of principal executive offices)
(Zip Code)
(212) 906-8555
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
q
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
q
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
q
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
q
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 28, 2016, the Board of Directors (the “ Board ”) of NZCH Corporation (the “ Company ”) amended and restated the Company’s by-laws to allow the Board to set the date of the annual meeting of stockholders by resolution of the Board.
The foregoing description of the amended and restated by-laws does not purport to be complete, and is qualified in its entirety by reference to the full text of the Second Amended and Restated By-Laws as set forth in Exhibit 3.2 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
3.2
Second Amended and Restated By-Laws of NZCH Corporation.
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 hereunto duly authorized.
NZCH CORPORATION
By: /s/ John McKeown
Name: John McKeown
Title: Senior Vice President and Treasurer
Dated: June 28, 2016
Exhibit 3.2
SECOND AMENDED AND RESTATED BY-LAWS
NZCH CORPORATION, A NEVADA CORPORATION
(as amended through June 28, 2016)
ARTICLE I
STOCKHOLDERS’ MEETING
Section 1.1 Place of Meetings . All meetings of the stockholders shall be held at the principal office of the Corporation in the State of New York (the “ Principal Office ”), or at any other place within or without the State of New York as may be designated for that purpose from time to time by the Board of Directors.
Section 1.2 Annual Meetings . If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, as may be designated by resolution of the Board of Directors from time to time. Only such business as is properly designated by resolution of the Board of Directors or otherwise brought before such meeting in accordance with the Corporation’s Restated Articles of Incorporation and these By-Laws may be transacted at the annual meeting.
Section 1.3 Special Meetings . Except as otherwise required by law as of the time at which Zapata Corporation (now known as HRG Group, Inc., “ Zapata ”) and its affiliates cease to be the beneficial owners of an aggregate of at least a majority of the voting power of then outstanding capital stock of this Corporation (the “ Voting Stock Majority ”), special meetings of the stockholders cannot be called by the holders of the Common Stock, but only by the Chairman of the Board or by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors, the number of directors the Corporation would have if there were no vacancies (the “ Whole Board ”). At any time during which Zapata and its affiliates own at least a Voting Stock Majority, special meetings of the stockholders may be called by the Chairman of the Board, the Chief Executive Officer, the President, a majority of the Board of Directors or upon request by Zapata, or any of Zapata’s affiliates.
Section 1.4 Notice of Meetings .
1.4.1 Notice of each meeting of stockholders, whether annual or special, shall be given at least ten (10) and not more than sixty (60) days before the meeting by the Secretary or any Assistant Secretary causing to be delivered or mailed to each stockholder of record entitled to vote at the meeting a written notice stating the time and place of the meeting and the purpose or purposes for which the meeting is called. The notice shall be signed by the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the President, the Secretary or any Assistant Secretary and shall be delivered or mailed postage prepaid to each stockholder at such stockholder’s address as it appears on the stock books of the corporation. If any stockholder has failed to supply an address, notice shall be deemed to have been given if mailed to the address of the Principal Office, or published at least once in a newspaper having general circulation in the county in which the Principal Office is located.
1.4.2 It shall not be necessary to give any notice of the adjournment of or the business to be transacted at an adjourned meeting other than by announcement at the meeting at which such adjournment is taken. However, when a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting must be given as in the case of an original meeting.
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Section 1.5 Consent by Stockbrokers . As of the time at which Zapata and its affiliates cease to be the beneficial owner of at least a Voting Stock Majority, no action required or permitted to be taken at a meeting of the stockholders shall be taken by written consent. However, at any time during which Zapata and its affiliates are the beneficial owners of an aggregate of at least a Voting Stock Majority, any action required or permitted to be taken at a meeting of the stockholders of the Corporation may be taken without a meeting by the written consent of stockholders entitled to vote on such action holding at least a majority of the voting power.
Section 1.6 Quorum .
1.6.1 The presence in person or by proxy of the persons entitled to vote a majority of the voting capital stock at any meeting constitutes a quorum for the transaction of business. Particular shares of stock shall not be counted in determining the number of shares of stock represented or required for a quorum or in any vote at a meeting, if the voting of such shares at the meeting has been enjoined or for any reason such shares cannot be lawfully voted at the meeting.
1.6.2 The stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.
1.6.3 In the absence of a quorum, the holders of a majority of the shares of stock present in person or by proxy and entitled to vote may adjourn any meeting from time to time, but not for a period of more than thirty (30) days at any one time, until a quorum is in attendance.
Section 1.7 Voting Rights .
1.7.1 Except as otherwise provided by law or by the Restated Articles of Incorporation, any amendment thereto, every holder of record of the Corporation’s Common Stock is entitled to vote at each meeting of the stockholders and is entitled to one vote for each share of stock standing in the stockholder’s name on the books of the Corporation. Except as otherwise provided by law or by the Restated Articles of Incorporation or any amendment thereto, or any Certificate of Designation of the rights and privileges of the holders of Preferred Stock filed in the office of the Nevada Secretary of State (a “ Certificate of Designations ”), if a quorum is present, the vote of the holders of a majority of votes cast on a particular matter is binding upon all stockholders of the Corporation.
1.7.2 The Board of Directors may designate a day not more than sixty (60) days before any meeting of the stockholders as the day as of which stockholders entitled to notice of and to vote at the meeting is determined.
Section 1.8 Proxies . Every stockholder entitled to vote or to execute consents may do so either in person or by written proxy executed in accordance with the provisions of Chapter 78 of the Nevada Revised Statutes and filed with the Secretary of the Corporation.
Section 1.9 Manner of Conducting Meetings . To the extent not in conflict with the provisions of law relating thereto, the Articles of Incorporation or any amendment thereto, or these By-Laws, meetings must be conducted pursuant to such rules as may be adopted by the chairman presiding at the meeting.
Section 1.10 Business Brought Before Meetings .
1.10.1 At any annual meeting of stockholders, the only business which may be conducted must have been brought before the meeting (i) by or at the direction of the Chairman of the Board, (ii) by or at the
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direction of the Board of Directors or (iii) by any stockholder of the Corporation who is entitled to vote with respect to the matter and who complies with the notice procedures set forth in this Section 1.10. For business to be properly brought before an annual meeting by a stockholder, the stockholder must give timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice must be delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Corporation not less not less than one hundred twenty (120) days nor more than one hundred fifty (150) days prior to the first anniversary of the date of the notice of annual meeting provided with respect to the previous year’s annual meeting of stockholders. A stockholder’s notice to the Secretary must set forth details of each matter the stockholder proposes to bring before the annual meeting as follows: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the books of the Corporation, of the stockholder of the Corporation proposing such business, (iii) the class and number of shares of the stock of the Corporation that are beneficially owned by the stockholder and (iv) any material interest of the stockholder in such business.
1.10.2 At any special meeting of stockholders, the only business which may be conducted must have been described in general terms in the notice of the special meeting.
1.10.3 Notwithstanding anything in these By-Laws to the contrary, no business shall be brought before or conducted at any annual or special meeting except in accordance with the foregoing procedures. The officer of the Corporation or other person presiding over the annual meeting (“ Presiding Person ”) shall, if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 1.10. If the Presiding Person determines that a matter was not properly brought before the meeting, the Presiding Person shall so declare to the meeting and the business shall not be transacted. Except as otherwise provided in this By-Laws, at any special meeting of the stockholders, the only business which shall be conducted must have been brought before the meeting by or at the direction of the Board of Directors.
Section 1.11 Notice of Nominations . Nominations for the election of directors may be made only by the Chairman of the Board of Directors or upon timely notice given by any stockholder entitled to vote for the election of directors. No persons other than those nominated pursuant to this Section 1.11 are eligible for election as a director. For such a stockholder notice to be timely, the notice must be made in writing, and physically received by the Secretary of the Corporation not later, than the one hundred fiftieth (150 th ) day prior to, nor later than the one hundred twentieth (120 th ) day before the first anniversary of the date of the Corporation’s notice of annual meeting provided with respect to the previous year’s annual meeting of stockholders.(except that in the event that the date of the annual meeting is more than thirty (30) calendar days before or more than sixty (60) calendar days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred fiftieth (150th) calendar day before such annual meeting and not later than the close of business on the one hundred twentieth (120th) calendar day before such annual meeting or the tenth (10th) calendar day following the day on which public announcement of a meeting date is first made by the Corporation). The stockholder notice must contain the name and business address of the nominee. The notice must also contain all the information set forth in clauses (ii) through (iv) of the last sentence of Section 1.10.1 above.
Section 1.12 Applicability to Zapata . Sections 1.10 and 1.11 shall not apply to Zapata and its affiliates before the date on which Zapata no longer owns at least a Voting Stock Majority.
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ARTICLE II
DIRECTORS - MANAGEMENT
Section 2.1 Powers . Subject to any limitation contained in the laws of the State of Nevada, the Articles of Incorporation or any amendment thereto or these By-Laws, or as to action to be authorized or approved by the stockholders, all corporate powers shall be exercised by or under authority of, and the business and affairs of this Corporation shall be controlled by, the Board of Directors.
Section 2.2 Number and Qualification . The number of directors which shall constitute the whole Board of Directors shall be one director unless and until the directors expand the number of directors to three or more directors, in which case, the number of directors shall be no less than three (3) nor more than twelve (12) directors. The number of directors shall be fixed from time to time within this range exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board. No increase or decrease in the number of directors shall shorten the term of any incumbent director.
Section 2.3 Classes of Directors and Term of Office .
2.3.1 On the first date (the “ Classification Date ”) that the size of the Board of Directors is increased in size to three (3) or more directors, the directors shall be divided into three classes, designated Class I, Class II and Class III. Each Class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. The Corporation’s initial director shall determine the Class for each director after being elected to the Board. At each succeeding annual meeting of stockholders following the classification of the directors, successors to the class of directors whose term expires at that annual meeting shall be elected for a term of office expiring at the third succeeding annual meeting of stockholders after their election. The Class I directors shall stand for election at the first annual meeting of Stockholders following the Classification Date, the Class II directors shall stand for election at the second succeeding annual stockholders meeting following the Classification Date and the Class III directors shall stand for election at the third succeeding annual Stockholders meeting following the Classification Date. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such Class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting for the year in which his term expires and until his successor is elected and qualifies, subject, however, to the prior death, resignation, retirement, disqualification or removal from office. 2.3.1 In the event of vacancy, either by death, resignation, or removal of a director, or by reason of an increase in the number of directors, each replacement or new director shall serve for the balance of the term of the class of the director he or she succeeds or, in the event of an increase in the number of directors, of the class to which he or she is assigned. All directors elected for a term shall continue in office until the election and qualification of their respective successors, their death, their resignation in accordance with Section 2.6, their removal in accordance with Section 2.5, or if there has been a reduction in the number of directors and no successor is to be elected, until the end of the term.
2.3.2 Directors elected by holders of preferred stock of the Corporation voting as a class shall not be members of any of the foregoing classes and shall hold office until the next annual meeting of stockholders unless the terms of the series or class of preferred stock of the Corporation provides otherwise.
Section 2.4 Election of Directors .
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2.4.1 At each annual meeting of stockholders, the class of directors to be elected at the meeting shall be chosen by a plurality of the votes cast by the holders of shares entitled to vote in the election at the meeting, provided a quorum is present. The election of directors by the stockholders shall be by written ballot if directed by the chairman of the meeting or if the number of nominees exceeds the number of directors to be elected.
2.4.2 Except as otherwise provided for in a Certificate of Designations, any vacancy on the Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors, or a sole remaining director, though less than a quorum. Vacancies on the Board of Directors shall not be filled by the vote or written consent of the stockholders, except directors elected by the holders of preferred stock as may be provided in any Certificate of Designations.
2.4.3 If the holders of Preferred Stock voting as a class are entitled to elect directors other than with a vote of the holders of the Common Stock, those directors shall be elected by a plurality of the votes cast by the holders of shares of preferred stock of the Corporation entitled to vote, voting separately as a class.
Section 2.5 Removal of Directors . Any director, other than a director elected by holders of preferred stock of the corporation voting as a class, may be removed from office at any time but only upon the affirmative vote of the holders of at least 66-2/3% of the voting power of all voting capital stock of the Corporation, voting together as a single class. Directors elected by holders of preferred stock may be removed from office as provided in the Certificate of Designations or at any time upon the affirmative vote of the holders of at least 66-2/3% of the voting power of the shares of preferred stock the holders of which are entitled to elect the director.
Section 2.6 Resignations . Any director of the Corporation may resign at any time either by oral tender of resignation at any meeting of the Board of Directors or by giving written notice thereof to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary of the Corporation. Such resignation shall take effect at the time it specifies, and the acceptance of such resignation shall not be necessary to make it effective.
Section 2.7 Place of Meetings . Meetings of the Board of Directors shall be held at the Principal Office or at such other place within or without the State of Nevada as may be designated for that purpose by the Board of Directors.
Section 2.8 Meetings after Annual Stockholders’ Meeting . The first meeting of the Board of Directors held after the annual stockholders’ meeting shall be held at such time and place within or without the State of Nevada as is fixed by announcement of the Chairman of the Board, the Chief Executive Officer or the President of the Corporation given at the annual stockholders’ meeting, and no other notice of such meeting shall be necessary, provided a majority of the whole Board is present. Alternatively, such meeting may be held at the time and place fixed in a notice given under other provisions of these By-Laws.
Section 2.9 Other Regular Meetings .
2.9.1 Regular meetings of the Board of Directors shall be held at such time and place within or without the State of Nevada as may be determined from time to time by a majority of the Board.
2.9.2 No notice need be given of regular meetings, except that each director must be given written notice of the specific meeting dates or regular meeting dates, and the day of the month, the time, and the place of the meeting.
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Section 2.10 Special Meetings . During any period of time when Zapata holds a Voting Stock Majority, only the Chairman of the Board , the Board of Directors and Zapata shall be entitled to call special meeting of stockholders and directors. During any period of time in which Zapata does not beneficially own a Voting Stock Majority, subject to all the rights of holders of any class or series of stock having a preference over Common Stock as to dividends or upon liquidation, special meetings of the Board of Directors or stockholders may only be called only by the Chairman of the Board or by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors. and no holder of Common Stock shall be entitled to call a meeting of the stockholders. Notice of any special meeting must be mailed to each director not later than one (1) day before the day on which the meeting is to be held, or shall be sent to him or her by telecopy, or delivered personally or by telephone, not later than midnight of the day before the day of the meeting. Any meeting of the Board of Directors shall be a legal meeting, without any notice thereof having been given, if each director consents to the holding thereof or waives notice in the manner specified in Section 2.11. Except as otherwise provided in these By-Laws or as my be indicated in the notice thereof, any and all business may be transacted at any special meeting.
Section 2.11 Waiver of Notice . Anything herein to the contrary notwithstanding, notice of any meeting of directors shall not be required as to any director who waives notice in writing(including telecopy) before or after the meeting, which waiver shall be filed with the Secretary of the Corporation. Attendance of a director at a meeting is equivalent to a written waiver of notice of the meeting if the director’s oral consent is entered in the minutes or the director takes part in the deliberations of the meeting without objection.
Section 2.12 Notice of Adjournment . Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place is fixed at the meeting adjourned.
Section 2.13 Quorum . A majority of the number of directors as fixed by the Restated Articles of Incorporation or any amendment thereto, or pursuant to these By-Laws, shall be necessary to constitute a quorum for the transaction of business, and the action of a majority of the directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act. However, a minority of the directors, in the absence of a quorum, may adjourn from time to time or fill vacant directorships in accordance with Section 2.4 but may not transact any other business. When the Board of Directors consists of one or two directors, then the one or two directors, respectively, constitute a quorum.
Section 2.14 Action by Unanimous Written Consent . Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board individually or collectively consent in writing to the meeting. The written consent must be filed with the minutes of the proceedings of the Board and has the same force and effect as a unanimous vote of the directors.
Section 2.15 Compensation . The directors may be paid their expenses of attendance at each meeting of the Board of Directors. Additionally, the Board of Directors may from time to time, in its discretion, pay to directors either or both a fixed sum for attendance at each meeting of the Board of Directors or a stated salary for services as a director. No such payment precludes any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.
Section 2.16 Transactions Involving Interests of Directors . In the absence of fraud, no contract or other transaction of the corporation is affected or invalidated by the fact that any of the directors of the corporation are in any way interested in, or connected with, any other party to, such contract or
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transaction, provided that such transaction satisfies the applicable provisions of Chapter 78 of the Nevada Revised Statutes. Each and every person who becomes a director of the Corporation is hereby relieved, to the extent permitted by law, from any liability that might otherwise exist from contracting in good faith with the corporation for the benefit of himself or herself or any person in which he or she may be in any way interested or with which he or she may be in any way connected. Any director of the Corporation may vote and act upon any matter, contract or transaction between the Corporation and any other person without regard to the fact that he or she is also a stockholder, director or officer of, or has any interest in, such other person.
ARTICLE III
OFFICERS
Section 3.1 Executive Officers . The executive officers of the Corporation shall be a Chief Executive Officer (who may be the Chairman of the Board, the Vice Chairman of the Board or the President), a President, one or more Vice Presidents, a Secretary and a Treasurer, and such other offices as the Board of Directors may create from time to time. The Board of Directors shall have the power to create such other offices as it may from time to time deem expedient. Any person may hold two or more offices. The executive officers of the Corporation must be elected annually by the Board of Directors and hold office for one year or until their respective successors are elected and qualify.
Section 3.2 Appointed Officers; Titles .
3.2.1 The Chief Executive Officer or a person designated by such officer, or the Secretary in the case of assistant secretaries or the Treasurer in the case of assistant treasurers, may appoint one or more assistant secretaries or one or more assistant treasurers, each of whom shall hold such title at the pleasure of the appointing officer, have such authority and perform such duties as are provided in these By-Laws, or as the Chief Executive Officer or other appointing officer may determine from time to time. Any person appointed under this Section 3.2.1 to serve in any of the foregoing positions is deemed by reason of such appointment or service in such capacity to be an “officer” of the Corporation.
3.2.2 The Chief Executive Officer or a person designated by such officer may also appoint one or more vice presidents and one or more assistant vice presidents for each corporate staff function and a corporate controller and one or more assistant controllers. Each of these persons hold such title at the pleasure of the Chief Executive Officer and have authority to act for and shall perform duties with respect to only the staff function for which the person is appointed. Any person appointed under this Section 3.2.2 to serve in any of the foregoing positions is not deemed by reason of such appointment or service in such capacity to be an “officer” of the Corporation.
Section 3.3 Removal and Resignation .
3.3.1 Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the Board. Any appointed person may be removed from such position at any time by the person making such appointment or such person’s successor.
3.3.2 Any officer may resign at any time, by giving written notice to the Board of Directors, the Chief Executive Officer, the President or the Secretary of the Corporation. Any such resignation takes effect at the date of the receipt of such notice, or at any later time specified in the notice. Unless otherwise specified, the acceptance of the resignation is not necessary to make it effective.
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Section 3.4 Vacancies . A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these By-Laws for regular appointments to such office.
Section 3.5 Chairman of the Board and Vice Chairman of the Board . The Chairman of the Board shall preside at all meetings of the Board of Directors and shall exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board of Directors or these By-Laws. The Vice Chairman of the Board shall, in the absence of the Chairman, preside at all meetings of the Board of Directors and shall exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board of Directors or these By-Laws.
Section 3.6 Chief Executive Officer . The Chief Executive Officer shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the Corporation. The Chief Executive Officer shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board and the Vice Chairman of the Board, at all meetings of the Board of Directors. The Chief Executive Officer is ex officio a member of the Executive Committee and has the general powers and duties of management usually vested in the office of chief executive officer of a corporation and such other powers and duties as may be prescribed by the Board of Directors or these By-Laws.
Section 3.7 President . In the absence or disability of the Chief Executive Officer, the President shall perform all of the duties of the Chief Executive Officer and when so acting has all the powers and is subject to all the restrictions upon the Chief Executive Officer, including the power to sign all instruments and to take all actions which the Chief Executive Officer is authorized to perform by the Board of Directors or these By-Laws. The President has the general powers and duties usually vested in the office of president of a corporation and such other powers and duties as may be prescribed by the Chief Executive Officer, the Deputy Chief Executive Officer or the Board of Directors or these By-Laws.
Section 3.8 Vice President . In the absence or disability of the Chief Executive Officer and the President, the Vice President most senior in the order of his or her rank and seniority shall perform all of the duties of the Chief Executive Officer, and when so acting has all the powers of and is subject to all the restrictions upon the Chief Executive Officer, including the power to sign all instruments and to take all actions which the Chief Executive Officer is authorized to perform by the Board of Directors or these By-Laws. The various ranks of Vice Presidents have the general powers and duties usually vested in the office of a vice president of a corporation and each of them has such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, the Executive Committee of the Board of Directors, the Chief Executive Officer or these By-Laws.
Section 3.9 Secretary and Assistant Secretaries .
3.9.1 The Secretary shall (1) attend all meetings of the Board of Directors and all meetings of the stockholders; and (2) record and keep, or cause to be kept, all votes and the minutes of all proceedings in a book or books to be kept for that purpose at the Principal Office, or at such other place as the Board of Directors may from time to time determine, specifying therein (i) the time and place of holding, (ii) whether regular or special, and if special, how authorized, (iii) the notice thereof given, (iv) the names of those present at directors’ meetings, (v) the number of shares of stock the holders of which are present or represented at stockholders’ meetings, and (vi) the proceedings thereof; and (3) perform like duties for the Executive and other standing committees, when required. In addition, the Secretary must keep or cause to be kept, at the office of the Corporation’s resident agent in Nevada, those documents required to
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be kept at such office by Section 5.2 of these By-Laws and the applicable provisions of Chapter 78 of the Nevada Revised Statutes.
3.9.2 The Secretary shall give, or cause to be given, notice of meetings of the stockholders and special meetings of the Board of Directors, and has such other powers and perform such other duties as may be prescribed by these By-Laws or by the Board of Directors or the Chief Executive Officer, or the President, under whose supervision he or she shall be. The Secretary must keep in safe custody the seal of the Corporation (if any) and affix it to any instrument requiring it, and when so affixed, it shall be attested by his or her signature or by the signature of the Treasurer or an Assistant Secretary. The Secretary is hereby authorized to issue certificates, to which the corporate seal may be affixed, attesting to the incumbency of officers of this Corporation or to actions taken by the Board of Directors or any committee of officers or directors or the stockholders.
3.9.3 In the absence or disability of the Secretary, the Assistant Secretaries, in the order of their seniority, shall perform the duties and exercise the powers of the Secretary, and shall perform such other duties as the Chief Executive Officer, the President or the Secretary prescribe.
Section 3.10 Treasurer and Assistant Treasurers .
3.10.1 The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation, with such depositories as may be ordered by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the Chief Executive Officer, or the President or directors, whenever they request it, an account of all his or her transactions as Treasurer, and of the financial condition of the Corporation, as may be prescribed by these By-Laws or by the Board of Directors or the Chief Executive Officer or the President, under whose supervision he or she shall be.
3.10.2 In the absence or disability of the Treasurer, the Assistant Treasurers, in the order of their seniority shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties as the Chief Executive Officer, the President or the Treasurer prescribe.
Section 3.11 Other Officers. Other officers appointed by the Board of Directors shall execute those powers and perform those duties as may be delegated to them by the Board of Directors or the Chief Executive Officer, President or other Executive Officer to whom such person shall report.
Section 3.12 Additional Powers, Seniority and Substitution of Officers . In addition to the foregoing powers and duties specifically prescribed for the respective officers, the Board of Directors may from time to time by resolution (i) impose or confer upon any of the officers such additional duties and powers as the Board of Directors may see fit, (ii) determine the order of seniority among the officers, and/or (iii) except as otherwise provided above, provide that in the absence of any officer or officers, any other officer or officers shall substitute for and assume the duties, powers and authority of the absent officer or officers. Any such resolution may be final, subject only to further action by the Board of Directors, or the resolution may grant such discretion, as the Board of Directors deems appropriate, to the Chief Executive Officer (or in his or her absence the executive officer serving in his or her place) to impose or confer additional duties and powers, to determine the order of seniority among officers, and/or provide for substitution of officers as above described.
Section 3.13 Compensation . The officers of the Corporation shall receive such compensation as is fixed from time to time by the Board of Directors. No officer is prohibited from receiving such salary by reason of the fact that the officer is also a director of the Corporation.
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Section 3.14 Transaction Involving Interest of Officer . In the absence of fraud, no contract or other transaction of the Corporation shall be affected or invalidated by the fact that any of the officers of the Corporation are in any way interested in, or connected with, any other party to such contract or transaction, or are themselves parties to such contract or transaction, provided that the transaction complies with the applicable provisions of Chapter 78 of the Nevada Revised Statutes. Each and every person who is or may become an officer of the Corporation is hereby relieved, to the extent permitted by law, when acting in good faith, from any liability that might otherwise exist from contracting with the Corporation for the benefit of such officer or any person in which he or she may be in any way interested or with which he or she may be in any way connected.
ARTICLE IV
EXECUTIVE AND OTHER COMMITTEES
Section 4.1 Standing . The Board of Directors may appoint an Executive Committee, an Audit Committee and a Compensation Committee. Each Committee shall consist of such number of its members as it may designate, consistent with the laws of the State of Nevada, the Restated Articles of Incorporation or any amendment thereto or these By-Laws, including, if deemed desirable, alternate members who, in the order specified by the Board of Directors, may replace any absent or disqualified member at any meeting of the Committee.
4.1.1 The Executive Committee shall have and may exercise, when the Board is not in session, all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, but the Executive Committee shall not have the power to fill vacancies on the Board, or to change the membership of or to fill vacancies in the Executive Committee or any other committee of the Board, or to adopt, amend or repeal the By-Laws, or to declare dividends.
4.1.2 The Audit Committee shall select and engage on behalf of the Corporation, and fix the compensation of a firm of certified public accountants whose duty it shall be to audit the books and accounts of the Corporation and its subsidiaries for the fiscal year in which they are appointed, and who shall report to the Audit Committee. The Audit Committee shall confer with the auditors and shall determine, and from time to time shall report to the Board of Directors upon, the scope of the auditing of the books and accounts of the Corporation and its subsidiaries. The Audit Committee shall also be responsible for determining that the business practices and conduct of employees and other representatives of the corporation and its subsidiaries comply with the policies and procedures of the Corporation. A majority of the members of the Audit Committee shall not be officers or employees of the Corporation or any of its subsidiaries.
4.1.3.1 The Compensation Committee shall establish a general compensation policy for the Corporation and shall have responsibility for the approval of increases in directors’ fees and in salaries paid to officers and senior employees earning in excess of an annual salary to be determined by the Committee. The Compensation Committee also shall evaluate and make recommendations to the Board of Directors with respect to the adoption, substantive modification to or termination of any benefit plan of this Corporation, and with respect to employee benefit plans of the Corporation has such additional responsibilities as are described in Section 4.1.3.2 hereof. None of the members of the Compensation Committee shall be officers or employees of the Corporation or any of its subsidiaries.
4.1.3.2 To assist the Corporation in fulfilling its business goals, the Board of Directors may from time to time establish or adopt those benefit plans, which it shall designate as constituting a Level 1 plan (which designation generally shall connote a compensatory plan in which participation is designed solely
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for directors or senior management employees, or involves stock of this Corporation, or is an incentive compensation plan that includes senior management) or as constituting a Level 2 plan (which designation generally shall connote a compensatory plan which is a savings plan or a corporate-wide capital accumulation plan in which participation is broader than senior management employees). The Board of Directors may modify or terminate any such plan. However, the Compensation Committee is authorized to take action to adopt non-substantive amendments to any Level 1 or Level 2 plan as it deems necessary or appropriate, unless such plan involves the issuance of stock of the Corporation. The Chief Executive Officer, or his designee, may take any and all actions to establish or adopt any Level 3 plan (which would include medical plans, dental plans, insurance plans, welfare plans and other benefit plans and any other plan which is not a Level 1 or Level 2 plan) which he deems necessary or convenient to the management of the Corporation, or to modify or terminate such Level 3 plan, so long as such action is not primarily for the benefit of directors or senior management employees of the Corporation, either individually or collectively. Notwithstanding the foregoing, the Compensation Committee is responsible for the control and management of the operation and administration(which shall exclude ministerial activities) of the benefit plans of the Corporation, subject to the limitations of this section. The Compensation Committee is responsible for the control and management of the operation and administration (which shall exclude ministerial activities) of those plans designated by the Board of Directors as Level 1 plans. The Compensation Committee’s responsibilities with respect to the control and management of the operation and administration (which shall exclude ministerial activities) of those plans designated by the Board of Directors as Level 2 plans, is limited to the appointment of members of any committee as may be constituted as under such plans, and such periodic oversight as the Compensation Committee deems prudent under the circumstances then prevailing in order to evaluate the prudence of the continued appointment of such members. The Compensation Committee has no responsibility with respect to the control and management of the operation and administration of any Level 3 plan.
Section 4.2 Other Committees . Subject to any limitations in the laws of the State of Nevada, the Articles of Incorporation or any amendment thereto, or these By-Laws as to action to be authorized or approved by the stockholders, or duties not delegable by the Board of Directors, any or all of the corporate powers may be exercised by or under authority of, and the business and affairs of this Corporation maybe controlled by, such other committee or committees as may be appointed by the Board of Directors. The powers to be exercised by any such committee shall be designated by the Board of Directors.
Section 4.3 Procedures . Subject to any limitations in the laws of the State of Nevada, the Articles of Incorporation or any amendment thereto, or these By-Laws regarding the conduct of business by the Board of Directors and its appointed committees, any committee created under this Article may use any procedures for conducting its business and exercising its powers, including, but not limited to, actions by the unanimous written consent of its members in the manner set forth in Section 2.14. A majority constitutes a quorum unless the Committee consists of one or two directors, then the one or two directors, respectively, constitute a quorum. Notices of meetings may be sent to a committee’s members in any reasonable manner and may be waived as for meetings of directors.
ARTICLE V
CORPORATE RECORDS AND REPORTS - INSPECTION
Section 5.1 Records . The Corporation shall maintain adequate and correct accounts, books and records of its business and properties. All of such books, records and accounts shall be kept at its Principal Office as fixed by the Board of Directors from time to time.
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Section 5.2 Articles, By-Laws and Stock Ledger . The Corporation shall maintain and keep the following documents at the office of its resident agent in the State of Nevada: (i) a certified copy of the Articles of Incorporation and all amendments thereto; (ii) a certified copy of the By-Laws and all amendments thereto; and (iii) a statement setting forth the following: “The Corporation’s transfer agent, whose address is , is the custodian of the duplicate stock ledger of the Corporation.”
Section 5.3 Inspection . Any person who has been a stockholder of record for at least six (6) months immediately before such stockholder’s demand, or any person holding, or thereunto authorized in writing by the holders of, at least five percent (5%) of all of the Corporation’s outstanding stock, upon at least five (5) days written demand, or any judgment creditor 15without prior demand, has the right to inspect in person or by agent or attorney, during usual business hours, the duplicate stock ledger of the Corporation and to make extracts therefrom. However, such inspection may be denied to any stockholder or other person upon his or her refusal to furnish to the Corporation an affidavit that such inspection is not desired for a purpose which is in the interest of a business or object other than the business of the Corporation and that he or she has not at any time sold or offered for sale any list of stockholders of any corporation or aided or abetted any person in procuring any such record of stockholders for any such purpose.
Section 5.4 Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of, or payable to, the Corporation, shall be signed or endorsed by such person or persons, and in such manner as shall be determined from time to time by resolution of the Board of Directors.
ARTICLE VI
OTHER AUTHORIZATIONS
Section 6.1 Execution of Contracts . The Board of Directors, except as these By-Laws otherwise provide, may authorize any officer or officers or agent or agents to enter into any contractor execute any instrument in the name of and on behalf of the Corporation. Such authority may be general, or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority, except in the ordinary course of business, to bind the Corporation by any contract or engagement or to pledge its credit, or to render it liable for any purpose or in any amount.
Section 6.2 Representation of the Other Corporations . All stock of any other corporation, standing in the name of the Corporation, shall be voted, represented and all right incidental thereto exercised as directed by written consent or resolution of the Board of Directors expressly referring thereto. In general, such rights shall be delegated by the Board of Directors under express instructions from time to time as to each exercise thereof to the Chief Executive Officer, the President, any Executive Vice President, any Senior Vice President, and Vice President, the Treasurer or the Secretary of this Corporation, or any other person expressly appointed by the Board of Directors. Such authority may be exercised by the designated officers in person, or by any other person authorized so to do by proxy, or power of attorney, duly executed by such officers.
Section 6.3 Dividends . The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding stock in the manner and on the terms and conditions provided by the laws of the State of Nevada, and the Articles of Incorporation or any amendment thereto, subject to any contractual restrictions to which the Corporation is then subject.
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ARTICLE VII
CERTIFICATES FOR TRANSFER OF STOCK
Section 7.1 Certificates for Stock .
7.1.1 Certificates for stock shall be of such form and device as the Board of Directors may designate and shall be numbered and registered as they are issued. Each shall state the name of the record holder of the stock represented thereby; its number and date of issuance; the number of shares of stock for which it is issued; the par value; a statement of the rights, privileges, preferences and restrictions, if any; a statement as to rights of redemption or conversion, if any; and a statement of liens or restrictions upon transfer or voting, if any, or, alternatively, a statement upon certificates specifying such matters may be obtained from the Secretary of the Corporation.
7.1.2 Every certificate for stock must be signed by the Chief Executive Officer, the President and the Secretary or an Assistant Secretary, or must be authenticated by facsimile signatures of the Chief Executive Officer, the President and the Secretary or an Assistant Secretary. Before it becomes effective, every certificate for stock authenticated by a facsimile or a signature must be countersigned by a transfer agent or transfer clerk, and must be registered by an incorporated bank or trust company, either domestic or foreign, as registrar of transfers.
7.1.3 Even though an officer who signed, or whose facsimile signature has been written, printed or stamped on a certificate for stock ceases, by death, resignation or otherwise, to be an officer of the Corporation before the certificate is delivered by the Corporation, the certificate shall be as valid as though signed by a duly elected, qualified and authorized officer, if it is countersigned by the signature or facsimile signature of a transfer agent or transfer clerk and registered by an incorporated bank or trust company, as registrar of transfers.
7.1.4 Even though a person whose signature as, or on behalf of, the transfer agent or transfer clerk has been written, printed or stamped on a certificate for stock ceases, by death, resignation or otherwise, to be a person authorized to so sign such certificate before the certificate is delivered by the Corporation, the certificate shall be deemed countersigned by the signature of a transfer agent or transfer clerk for purposes of meeting the requirements of this section.
Section 7.2 Transfer on the Books . Upon surrender to the Secretary of the Corporation or transfer agent of the Corporation of a certificate for stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.
Section 7.3 Lost or Destroyed Certificates . The Board of Directors may direct, or may authorize the Secretary of the Corporation to direct, a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate for stock so lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors or Secretary may in its or his or her discretion, and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.
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Section 7.4 Transfer Agents and Registrars . The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, who may be the same person, and maybe the Secretary of the Corporation, or an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.
Section 7.5 Fixing Record Date for Dividends, Etc . The Board of Directors may fix a time, not exceeding sixty (60) days before the date fixed for the payment of any dividend or distribution, or for the allotment of rights, or when any change or conversion or exchange of stock shall go into effect, as a record date for determining the stockholders entitled to receive any such dividend or distribution, or any such allotment of rights, or to exercise the rights with respect to any such change, conversion, or exchange of stock, and, in such case, only stockholders of record on the date so fixed are entitled to receive such dividend, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares of stock on the books of the Corporation after any record date fixed as provided in this Section 7.5.
Section 7.6 Record Ownership . The Corporation is entitled to recognize the exclusive right of a person registered as such on the books of the Corporation as the owner of shares of the Corporation’s stock to receive dividends, and to vote as such owner, and is not bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not the Corporation has express or other notice thereof, except as otherwise provided by law.
ARTICLE VIII
AMENDMENTS TO BY-LAWS
Section 8.1 Supermajority Required For Certain Amendments . The affirmative vote of 66-2/3% of the voting power of the Common Stock or the affirmative vote of a majority of the Board of Directors shall be necessary to amend or repeal Sections 1.3, 1.5, 1.7, 1.10, 1.11, 1.12, 2.3, 2.4, 2.5, 2.10 and 8.1 of these By-Laws.
Section 8.2 By Stockholders . Except as otherwise required by the provisions of Section 8.1 above, the Articles of Incorporation or any amendments thereto and subject to the right of the Board of Directors to amend or repeal by-laws as provided in Section 8.3, these By-Laws may be repealed or amended at the annual stockholders’ meeting or at any other meeting of the stockholders called for that purpose, by a vote of stockholders entitled to exercise a majority of the voting power of the Corporation.
Section 8.3 By Directors . Except as otherwise required by the provisions of Section 8.1 above, the Restated Articles of Incorporation and subject to the right of the stockholders to adopt, amend, or repeal by-laws as provided in Section 8.2, the Board of Directors may adopt, amend or repeal any of these By-Laws by the affirmative vote of a majority of the directors present at any organizational, regular or special meeting of the Board of Directors. This power may not be delegated to any committee appointed in accordance with these By-Laws.
Section 8.4 Record of Amendments . Whenever an amendment or a new By-Law is adopted, it shall be copied in the book of minutes with the original By-Laws, in the appropriate place. If any By-Law is repealed, the fact of repeal, with the date of the meeting at which the repeal was enacted, or written assent was filed, shall be stated in the book of minutes.
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ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 9.1 Indemnification For Expenses in Proceedings . Each person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that such person, or a person of whom such person is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the laws of Nevada, as the same exist or may hereafter be amended, against all costs, charges, expenses, liabilities and losses (including attorneys’ fees, judgments, fines, employee benefit plan excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director, officer, employee, fiduciary or agent and shall inure to the benefit of such person’s heirs, executors and administrators. However, except as provided in Section 9.2, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Article IX shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if so required by Chapter 78 of the Nevada Revised Statutes, the payment of such expenses incurred by a director or officer in such person’s capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to any employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 9.1 or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.
Section 9.2 Right to Bring Suit for Unpaid Claims . If a claim under Section 9.1 is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the Corporation shall also pay the expense of prosecuting such claim. It is a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has failed to meet a standard of conduct which makes it permissible under Nevada law for the Corporation to indemnify the claimant for the amount claimed. Neither the failure of the Corporation (including the Board of Directors, independent legal counsel, or its stockholders) to have made a determination before the commencement of such action that indemnification of the claimant is permissible in the circumstances because he or she has met such standard of conduct, nor an actual determination by the Corporation (including the Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such standard of conduct.
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Section 9.3 Advancement of Expenses . The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article IX is not exclusive of any other right which any person may have or hereafter acquire under any provision of law, the Articles of Incorporation or any amendment thereto, or these By-Laws, or of any agreement or vote of stockholders or disinterested directors, or otherwise.
Section 9.4 Indemnification Insurance . The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, fiduciary or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprises against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under Nevada law.
Section 9.5 Indemnification Expenses of Witnesses . To the extent that any director, officer, employee, fiduciary or agent of the Corporation is by reason of such position, or a position with another entity at the request of the Corporation, a witness in any action, suit or proceeding, the Corporation shall indemnify such person against all costs and expenses actually and reasonably incurred by such person or on such person’s behalf in connection thereto.
Section 9.6 Indemnification Agreements . The Corporation may enter into agreements with any director, officer, employee, fiduciary or agent of the Corporation providing for indemnification to the full extent permitted by Nevada law.
Section 9.7 Severability . If any provision of this Article IX shall for any reason be determined to be invalid, the remaining provisions hereof shall not be affected thereby but shall remain in full force and effect.
ARTICLE X
INTERPRETATION
Reference in these By-Laws to any provision of Chapter 78 of the Nevada Revised Statutes shall be deemed to include all amendments thereto and the effect of the construction and determination of validity thereof by the Nevada Supreme Court. 22 CERTIFICATE OF ACCEPTANCE OF APPOINTMENT BY AGENT FOR SERVICE OF PROCESS. In accordance with NRS 78.030(1)(b), the undersigned certifies acceptance of the appointment as the agent for service of process NZCH Corporation, a Nevada corporation.
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I think I figured it out... those were the 'restated' articles of incorporation
I think that's why he was listed and the only one listed.. much to do about nothing
really hoping HRG uses this for something they fully own OR that they sell the shell outright...
don't want to be part of some deal where we get 5%...etc... with this many shares outstanding it wouldn't be good for us
IMO
Ok, got it. Also strange to list a home address.
Yes am familiar with him was wondering if him being listed was incorrect??
Avram Glazer - new director, was the previous CEO/Chairman of Zap.com
Glazer family is #63 on the Forbes America's Riches Families list.
Hmmm ... maybe take the Buccaneers public...
After Malcolm Glazer died in May 2014, the family was left without its leader, but still firmly in control of an impressive real estate and global sports empire. The Glazer clan built a commercial real estate fortune through First Allied Corporation, which today owns more than 6.7 million square feet of premium shopping center space across the U.S. What made the Glazers better known, though, was their ownership of sports teams. Malcolm bought the Tampa Bay Buccaneers in 1995 for $192 million; today, the team is worth more than $1.2 billion. In 2006, the family purchased British soccer powerhouse Manchester United for $1.4 billion in a controversial deal. With soccer team valuations ballooning, the Glazers have been selling shares in the historic team, now worth $3.1 billion; the family controls 83% of the voting power in the publicly traded team. The fortune is shared by Malcolm's widow Linda and the couple's six children.
http://www.forbes.com/profile/glazer-1/
8k out: http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11454324
don't have time to read it thoroughly now though.. scanning it odd thing I saw was:
"
SECTION 5.02 INITIAL NUMBER OF DIRECTORS. The names and post office addresses of the members of the first Board of Directors, which shall be one (1) in number, is as follows:
Avram Glazer
80 Ambassador Drive
Rochester, New York 14610
"
makes sense.. but I know they want to get away from using zap.com once the transaction is closed... and again strange they did a merge in...........
still it makes sense... hopefully this is just a temp placeholder until they're ready with HRGMGMT or something similar
thanks again!
New Zap Com Holdings?
only thing I've come up with so far is "New Zealand Crane Hire" which was up for sale in 2013 I believe
https://yellow.co.nz/y/new-zealand-crane-hire
hope I'm wrong..................
also, why keep at NV instead of DE??? this suspense is going to kill me......
8k us already lol
"NZCH CORPORATION"-> anyone have any ideas what this means or if it's an acronym, for what??
I'm trying but not coming up with anything..........
http://nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=gPOtIiLWMonfYiujnKcTeQ%253d%253d&CorpName=NZCH+CORPORATION
what the heck is "NZCH CORPORATION"???
searching isn't showing anything... maybe a temp holding name for now?
darn.. was really hoping this became "HRG Management"... maybe it still will????????
hmmmmmmmmmmmmmmmmmmmmmm
OT: interesting.. backs up my thinking:
http://astonhill.ca/mutual-funds/aston-hill-strategic-yield-fund-and-class/commentary
way ot: just posting an update to my prior post regarding a completely unrelated low-float, merger event stock:
h_m_n_y high of day so far today: $17.00 and was $1.11 the day before the merger
db7 Member Level Monday, 06/06/16 02:31:47 PM
Re: None
Post # of 1102
ot: saw another low-float / merger play today.. hoping we get similar action if/when our time comes
ticket: h_m_n_y
float: 319.08K per yahoo finance
prev close: $ 1.11
today's high so far: $10.00
The float here used to be lower than that but is higher now that Falcone's shares aren't counted as insider-owned anymore. Not sure what he'll do if/when this play goes active(?)
Low-float stocks in general have been on fire lately with the momentum players. I believe this activity is usually seen near market tops or at least so I've heard over the years.
I was thinking/hoping this was going to get used in the 2nd qtr of this year BUT not so sure anymore with the FGL delay..etc...etc..etc
ot: saw another low-float / merger play today.. hoping we get similar action if/when our time comes
ticket: h_m_n_y
float: 319.08K per yahoo finance
prev close: $ 1.11
today's high so far: $10.00
The float here used to be lower than that but is higher now that Falcone's shares aren't counted as insider-owned anymore. Not sure what he'll do if/when this play goes active(?)
Low-float stocks in general have been on fire lately with the momentum players. I believe this activity is usually seen near market tops or at least so I've heard over the years.
I was thinking/hoping this was going to get used in the 2nd qtr of this year BUT not so sure anymore with the FGL delay..etc...etc..etc
thanks! as is Fortress I believe
ATLS and GYRO are examples.
ot: found this to be an interesting read:
http://www.ehow.com/info_11386432_can-llc-publicly-traded.html
ot: This FGL thing is bad for us IMO in just about any way I envisioned this getting used.... not only regarding the timeframe but also the potential assets...etc...etc.
always something :(
ot: hrg/fgl, 8k yesterday regarding the Anbang/FGL deal.. obviously not a positive development.
Form 8-K for FIDELITY & GUARANTY LIFE
31-May-2016
Other Events
Item 8.01 Other Events.
As previously announced, on November 8, 2015, Fidelity & Guaranty Life (the "Company"), Anbang Insurance Group Co., Ltd. ("Anbang") and certain of their related entities entered into a definitive merger agreement (such merger, the "Merger"). Anbang has notified the Company that it plans to refile its insurance regulatory change of control application with respect to the Merger with the New York Department of Financial Services (the "NY Application") following the withdrawal of such application by Anbang on May 27, 2016. The withdrawal of the NY Application was made without prejudice to Anbang's ability to refile the NY Application and after discussion with the New York Department of Financial Services. The Company expects that Anbang and its subsidiaries will refile the NY Application in the near future. Anbang also continues to work with the Iowa Insurance Division to secure regulatory approval for the Merger.
The parties are committed to securing the remaining regulatory approvals and seek to close the Merger as expeditiously as possible, however, the closing of the Merger, and the timing thereof, is subject to the regulatory review and approval process.
Forward-Looking Statements
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995: This Form 8-K contains, and certain oral statements made by our representatives from time to time may contain, forward-looking statements, including those statements regarding the Merger, the insurance regulatory approval process for the closing of the Merger, timing of closing of the Merger and other related matters. All forward-looking statements address matters that involve risks and uncertainties, many of which are beyond the Company's control. Such statements are subject to risks and uncertainties that could cause actual results, events and developments to differ materially from those set forth in, or implied by, such statements and, therefore, you should not place undue reliance on any such statements. These statements are based on the beliefs and assumptions of the Company's management and the management of the Company's subsidiaries. Generally, forward-looking statements include information concerning current expectations, other actions, events, results, strategies and expectations and are generally, but not always, identifiable by use of the words "believes," "expects," "intends," "anticipates," "plans," "seeks," "estimates," "projects," "may," "will," "could," "might," or "continues" or similar expressions. No forward-looking statement can be guaranteed. Among other risks, there can be no guarantee that the Merger will be completed within the anticipated time frame or at all. Factors that could cause actual results, events and developments to differ include, without limitation: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger agreement; the outcome of any legal proceedings that may be instituted against the Company or Anbang and others in connection with the Merger agreement; the inability to complete the Merger due to the failure to satisfy the conditions to the Merger, including the inability of Anbang to secure necessary regulatory approvals; risks that the Merger disrupts current plans and operations and potential difficulties in employee retention as a result of the Merger; and legislative, regulatory and economic developments. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the risk factors included in the Company's most recent reports on Form 10-K and Form 10-Q and other documents of the Company on file with, or furnished to, the U.S. Securities and Exchange Commission. The Company does not undertake any obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of future events or changes to future operating results.
ot: I still fear this possibility: "HRG ASSET RECOVERY, LLC"
ot: from HRG q2 call, from the transcript available on SA:
"
Finally, at the HRG level, we remain very focused on closing the FGL transaction and simplifying our overall business. As I have said in the past, we will discuss our plan for the FGL proceeds following the close but we expect to delever and to pursue strategies that will maximize shareholder value.
"
ot: learn something new everyday:
https://en.wikipedia.org/wiki/Blocker_corporation
"
A blocker corporation is a type of C Corporation in the United States that has been used by tax exempt individuals to protect their investments from taxation when they participate in private equity or with hedge funds. In addition to tax exempt individuals, foreign investors have also used blocker corporations.
Application[edit]
Most private equity funds and hedge funds are composed as limited partnerships, or as LLCs (Limited Liability Company) which for tax purposes is considered a Limited Partnership, unless the fund formally elects to be taxed as a corporation. This allows the fund itself to avoid taxation, as each of the individual investors is taxed as a partner with respect to the share of profits attributable to the partner's personal equity interest. By comparison, a fund set up as a C Corporation would be subject to tax for its earnings, and then the limited partners would be subject to tax when they received their profit in the form of dividends distributed by the corporation. Thus, the LLC or LP format allows a fund to avoid double taxation.
When there are tax exempt investors in a fund, they are not subject to U.S. income tax, but are still required to declare and pay taxes on "Unrelated Business Taxable Income" or "UBTI".[1] For tax exempt investors, dividends, royalties, rents, capital gains and interest income are not considered UBTI, but any money earned from conduct unrelated to the entity's tax exempt purpose is considered UBTI.
Foreign investors, similarly, are not generally subject to U.S. income tax. However, if a foreign investor conducts a trade or business within the United States, it is required to file a U.S. tax return and pay taxes on the same terms as a U.S. individual or corporation. In both cases, because partners are treated as earning their share of the partnership's income on a flow-through basis, they are treated as engaged in a U.S. trade or business or an unrelated business to the extent that the partnership is so engaged.
To address these issues, a private equity fund can set up a U.S. feeder corporation known as a blocker corporation. The foreign and tax exempt investors can invest through the blocker corporation, and then they are no longer personally considered to be partners, as it is the foreign corporation that is the owner of equity in the fund. For tax exempt investors, their share of the blocker corporation is considered dividend income, and thus they are not subject to tax.[2] Foreign investors similarly avoid U.S. trade or business income tax (although they will be subject to tax in their home country on any dividends received).[2] The blocker corporation itself is subject, however, to tax on its share of the partnership's income.
"
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Market Value1 | $15,001,342 | a/o Jul 13, 2011 |
Shares Outstanding | 50,004,474 | a/o Nov 06, 2006 |
Shareholders of Record | 1,188 | a/o Mar 11, 2011 |
Amount and Nature of | Percent | |||||||
Name and Address of Beneficial Owner | Beneficial Ownership | of Class | ||||||
Harbinger Group Inc.(1)(2) | 48,972,258 | 97.9 | % | |||||
Philip A. Falcone(6) | 49,730,905 | 99.5 | % | |||||
Keith Hladek(4) | 0 | * | ||||||
Peter A. Jenson(4) | 0 | * | ||||||
Francis T. McCarron(5) | 0 | * | ||||||
Leonard DiSalvo(7) | 0 | * | ||||||
All directors and executive officers of the Company as a group (5 persons) | 49,730,905 | 99.5 | % |
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