Replies to post #4017 on Fortran Corp. (FRTN)

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OOPS!!! THE INFO BOX IS NOT TRUE!!!

Fortran Corporation Shareholder Update

1/24/20, 8:24 AM
Conover, NC, Jan. 24, 2020 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Fortran Corporation is pleased to announce our annual shareholder meeting was held on December 2, 2019 in Conover, North Carolina.

The shareholders overwhelmingly approved two resolutions presented to them for their ratification.

Resolution one: Ratify all prior actions of the board of directors since Fortran’s inception. 98% of the eligible votes were cast in favor of ratification.

Resolution two: Approve the reincorporation of Fortran Corporation from the state of North Carolina to the state of Delaware. 98% of the eligible votes were cast in favor of approving this resolution.

The shareholders approved the election of four directors to the Board of Directors of Fortran Corporation. The elected directors are Glenn Withers, Dayne Miller, Doug Miller, and Brett Bertolami. All four directors are currently serving in this capacity.

Glenn Withers, President and CEO, of Fortran Corporation stated, “We believe the action taken by our shareholders at this meeting provides a clear path to accomplish our goals and objectives of enhancing shareholder equity.”

Fortran has reached an agreement with Richard Wilson, former CFO of Fortran Corporation, to recover all outstanding shares of our stock that Mr. Wilson was holding (5,688,500 shares of common stock and 350,000 shares of Preferred stock). These shares have all been cancelled. Currently, Fortran Corporation has 17,936,828 outstanding shares of common stock. We have authorization to issue up to 50,000,000 shares.

We invite you to visit our new website to learn more about Fortran Corporation.

www.fortrancorp.com

About Fortran Corporation:

Fortran Corporation is a telecommunications system integrator dedicated to designing, implementing and maintaining complex communications solutions. Fortran is comprised of engineering and design, network service, sales, remote monitoring, and on-site services. In October 2015, Fortran acquired an 80% interest in Tower Performance Construction, Inc. and Tower Performance, Inc., with offices in Texas, New Jersey and Pennsylvania. For more information contact us at: [e-mail].

MORE REAL INFORMATION AND UP TO DATE PROOF THAT THE IBOX IS NOT TRUE....

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
FORTRAN CORPORATION A North Carolina corporation
3210 16th Avenue S.E. Conover, NC 28613 [phone] www.fortrancorp.com [e-mail] SIC Code: 4813
Annual Report for the Twelve Months Ended June 30, 2019
As of June 30, 2019, the number of shares outstanding of our Common Stock was: 23,262,828
As of March 31, 2019, the number of shares outstanding of our Common Stock was: 28,914,351
Indicate whether the Company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934): NO
Indicate whether the Company’s shell status has changed since the previous reporting period: NO
Indicate whether a Change in Control of the Company has occurred over this reporting period: NO

Name of the Issuer and its Predecessors (if any)
Fortran Corporation, formerly known as Burkyarns, Inc. and Burke Mills, Inc., was incorporated in the state of North Carolina on March 17, 1948. Burkyarns, Inc. changed its name to Burke Mills, Inc. on May 7, 1979, and Burke Mills, Inc. changed its name to Fortran Corporation on February 12, 2013. Fortran Corporation’s current standing is “active” in the state of North Carolina.
Has the issuer or any of its predecessors ever been in bankruptcy, receivership, or any similar proceeding in the last five years? NO
Security Information
Trading Symbol: FRTN
Exact title and class of securities outstanding: Common Stock
CUSIP: 34960D 108
Par or Stated Value: None
Total shares authorized: 50,000,000 as of June 30, 2019
Total shares outstanding: 23,262,828 as of June 30, 2019 and 23,262,828 as of September 26, 2019
Number of shares in the Public Float: 13,703,049 as of September 26, 2019. Total number of shareholders of record: 352 as of September 26, 2019.
Preferred share information:
Exact title and class of securities outstanding: Preferred Stock
CUSIP: N/A
Par or Stated Value: None
Total shares authorized: 10,000,000 as of June 30, 2019
Total shares outstanding: 1,500,000 as of June 30, 2019 and 1,500,000 as of September 26, 2019
Transfer Agent
Colonial Stock Transfer
66 Exchange Place, Suite 100
Salt Lake City, Utah 84111
[phone]
www.colonialstock.com
[e-mail]
The Transfer Agent is registered under the Exchange Act.
List any restrictions on the transfer of security: See Item F under “Issuance History” below.
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessor: NONE

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months: NONE
Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer’s securities in the past two completed fiscal years and any subsequent period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares or any other securities or options to acquire such securities issued for services. Using the tabular format below, please describe these events.
Changes to the Number of Outstanding Shares
Number of Shares outstanding as of July 1, 2017:
Opening Balance: Common: 27,637,351 Preferred: 1,700,000
Date of Transaction
Transaction type (e.g. new issuance, cancellation, shares returned to treasury)
Number of Shares Issued (or cancelled)
Class of Securities
Value of shares issued ($/per share) at Issuance
Were the shares issued at a discount to market price at the time of issuance? (Yes/No)
Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).
Reason for share issuance (e.g. for cash or debt conversion) OR Nature of Services Provided (if applicable)
Restricted or Unrestricted as of this filing?
Exempti on or Registra tion Type?
December 3, 2018
January 16, 2019
January 16, 2019
January 16, 2019
January 16, 2019
January 16, 2019 May 10, 2019
May 20, 2019
May 10, 2019
May 10, 2019
December 3, 2018
New Issuance
New Issuance
New Issuance
New Issuance
New Issuance
New Issuance
New Issuance
Canceled
Canceled
375,000
52,000 150,000 100,000 250,000 350,000 800,000 270,715 247,975
Common
Common Common Common Common Common Common Common Common Common Preferred
75,000 No
3,712 No 10,707 No 7,138 No 17,845 No 24,983 No
200,000 Yes
N/A Yes
N/A Yes
N/A Yes No Par No
James M. Templeton
Frederick K. Greer
Brett Bertolami
Douglas L. Miller
Dayne L. Miller
Glenn Withers
Christopher L. Sharman
Tim Pearce
Todd Rankin
Douglas W. Rink
Brett Bertolami
Debt Conversion
Employee Compensation
Board Member Compensation
Board Member Compensation
Board Member Compensation
Board Member Compensation
In conjunction of bank debt settlement Prior Year Correction
Prior Year Correction
Legal Settlement
Board Member Voting Rights
Restricted
Restricted Restricted Restricted Restricted Restricted Restricted N/A
N/A
N/A
Restricted Control
Book Entry
Book Entry
Book Entry
Book Entry
Book Entry
Book Entry
Book Entry
Book Entry
Book Entry
Book Entry
Book Entry
Canceled 5,932,833
New
Issuance 150,000

December 3, 2018
December 3, 2018
May 10, 2019
Number of Shares Outstanding on June 30, 2019:
New Issuance
New Issuance
Canceled
500,000
500,000
1,350,000
Preferred Preferred Preferred
No Par No Par No Par
James M. No Templeton
Glenn No Withers
Douglas W. No Rink
Special Consultant Voting Rights
Board Member Voting Rights
Legal Settlement
Restricted Book Control Entry
Restricted Book Control Entry
N/A Book Entry
Ending Balance: Common: 23,262,828 Preferred: 1,500,000
Fortran Corporation has made the following issuances between June 30, 2019 and September 26, 2019
N/A
Debt Securities, Including Promissory and Convertible Notes
Date of Note Issuance
Outstanding Balance ($)
Principal Amount at Issuance ($)
Intere st Accru ed ($)
Maturity Date
Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares)
Name of Noteholder
Reason for Issuance (e.g. Loan, Services, etc.)
May 16, 2018
78,114.77
78,114.77
$150
May 16, 2023
At any time before maturity, the outstanding balance may be converted for preferred shares at $.10 per share.
James M. Templeton
Legal Fees incurred
November 23, 2018
60,000.00
60,000.00
$69
November 23, 2023
At any time before maturity, the outstanding balance may be converted for common shares at $.25 per share.
Douglas L. Miller
Working Capital Needs
December 21, 2018
100,000.00
100,000.00
$148
December 21, 2023
At any time before maturity, the outstanding balance may be converted for common shares at $.25 per share.
James M. Templeton
Provide LOC to affiliate
January 8, 2019
150,000.00
150,000.00
$542
January 8, 2024
At any time before maturity, the outstanding balance may be converted for common shares at $.25 per share.
James M. Templeton
Working Capital Needs
March 13, 2019
100,000.00
100,000.00
$279
March 13, 2024
At any time before maturity, the outstanding balance may be converted for common shares at $.25 per share.
James M. Templeton
Provide LOC to affiliate
March 28, 2019
150,000.00
150,000.00
$49
March 28, 2024
At any time before maturity, the outstanding balance may be converted for common shares at $.25 per share.
Charles D. Miller
Provide initial payment to TCA Global
March 29, 2019
100,000.00
100,000.00
$16
March 29, 2024
At any time before maturity, the outstanding balance may be converted for common shares at $.25 per share.
James M. Templeton
Working Capital Needs

March 29, 2019
107,250.00
107,250.00
$18
March 29, 2024
At any time before maturity, the outstanding balance may be converted for common shares at $.25 per share.
Peter A. R. Sharman
Provide Debt Settlement Funding
February 21, 2019
220,000.00
400,000.00
N/A
September 3, 2020
$150,000 paid on April 3, 2019. $15,000 per month for 16 months. $10,000 due on 17th month.
TCA Global Fund
Prior Debt Settlement
$1,000 per month for 24 April 11, $432 April 11, months. Balance due April
2019 138,345.90 138,957.85 2021 11, 2021. 6% per annum.
Peter A. R. and Donna T. Sharman
Deficiency Balance Settlement
May 22, 2019
75,000.00
100,000.00
$99
May 22, 2024
At any time before maturity, the outstanding balance may be converted for common shares at $.25 per share.
James M. Templeton
Working Capital Needs
June 18, 2019
95,000.00
95,000.00
$187
June 18, 2024
At any time before maturity, the outstanding balance may be converted for common shares at $.25 per share.
Sherry T. Miller
Working Capital Needs
Financial Statements
A. The following financial statements were prepared in accordance with: U.S. GAAP
B. The financial statements for this reporting period were prepared by (name of
individual):
Dayne L. Miller
Chief Financial Officer of Fortran Corporation
Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods.
A. Balance sheet;
B. Statement of income;
C. Statement of cash flows; D. Financial notes; and
E. Auditletter,ifaudited
You may either (i) attach/append the financial statements to this disclosure statement or (ii) post such financial statements through the OTC Disclosure & News Service as a separate report using the appropriate report name for the applicable period end. (“Annual Report,” “Quarterly Report” or “Interim Report”). See attached Balance Sheet, Statement of Operations, Statement of Cash Flows and Notes to the Financial Statements for the Twelve months ending June 30, 2019 attached to the end of this Company Information and Disclosure Statement Annual Report.

If you choose to publish the financial reports separately as described in part (ii) above, you must state in the accompanying disclosure statement that such financial statements are incorporated by reference. You may reference the document(s) containing the required financial statements by indicating the document name, period end date, and the date that it was posted to otciq.com in the field below. N/A
Financial statement information is considered current until the due date for the subsequent report. To remain qualified for Current Information, a company must post its Annual Report within 90 days from its fiscal year-end date and Quarterly Reports within 45 days of its fiscal quarter-end date.
Issuer’s Business, Products and Services
The Company
Fortran Corporation (“Fortran” or the “Company”), through its subsidiaries, is a leading telecommunications system integrator dedicated to designing, sourcing, implementing and maintaining complex telecommunications solutions and the installation, service and repair of cooling towers across the United States. The Company’s businesses are in two main segments:
Telecom Service Segment
The telecom segment currently consists of two operating units. B and L Telephone Sales and Service, which is headquartered in Conover, North Carolina, focuses on business and governmental clients throughout North Carolina. Fortran Communications, which is headquartered in Columbia, South Carolina, focuses on business and governmental clients throughout South Carolina. Both companies have direct distribution contracts with NEC (Nippon Electric Corporation). NEC is our prime source for equipment and services that we sale directly to end users. NEC has been a leader in the technology business since 1899.
In addition to our NEC core products, we also offer our clients a wide array of complimentary products including cabling, fiber connectivity, SIP trunks, paging, access and control systems and security (including facial recognition technology).
New system sales (“Box Sales”) often generate a post-implementation maintenance agreement (“MSA”) to support the system, which generally ranges from 1-3 years for commercial clients and 3-5 years for government clients. Historically, such an agreement results in a fixed fee earned over the term of the contract. MSA and MAC revenues are the direct result of the Company’s relationship with its clients and its longstanding record of providing high-quality service.
Cooling Tower Service Segment
On November 16, 2015, we acquired an eighty percent (80%) interest in Tower Performance, Inc. (“TPI”) to provide cooling tower services. TPI is a national specialty contractor involved with the repair, maintenance, upgrade, inspection, construction and sale of parts for all types

of cooling towers, mechanical equipment parts and maintenance of air coolers. TPI has its own trained crews that perform work at its customers’ facilities.
Customer Markets
TPI’s clients are found in multiple industries including:
- Utilities, Chemical/petrochemical, Commercial real estate, Colleges and institutions, Phosphate/fertilizer, Steel, Hospitals, Air Separation, Paper/bottling, Export/wholesale
This diversification helps protect the Company from the impact of a downturn in any specific industry and results in consistent demand.
Organization
TPI is organized as a C-Corporation and was established in 1964. TPI is headquartered in Florham Park, New Jersey in a 3,000 square foot office approximately 10 miles northwest of Newark Liberty International Airport. Additionally, TPI leases a 2,000 square foot office and a 4,000 square foot warehouse/yard in Houston, Texas. TPI leases its facilities from third parties at a fair market rate of $109,000 per year.
Employee Base
TPI has 50-70 full-time employees, including 10 salespersons, a construction crew of up to 60 in Texas and 4 in New York/New Jersey and 3 administrative persons. TPI values its staff and their experience and that treatment is reflected in a low employee turnover.
TPI produced net revenues of $9,818,000 and $10,383,000 for the twelve months ended June 30, 2019 and 2018, respectively.
Issuer’s Facilities
The goal of this section is to provide a potential investor with a clear understanding of all assets, properties or facilities owned, used or leased by the issuer.
In responding to this item, please clearly describe the assets, properties or facilities of the issuer, give the location of the principal plants and other property of the issuer and describe the condition of the properties. If the issuer does not have complete ownership or control of the property (for example, if others also own property or if there is a mortgage on the property), describe the limitations of ownership.
If the issuer leases any assets, properties or facilities, clearly describe them as above and the terms of their leases.
See the “Issuer’s Business, Products and Services” section above.

Officers, Directors and Control Persons
The goal of this section is to provide an investor with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant shareholders.
Using the tabular format below, please provide information regarding any person or entity owning 5% of more of the issuer, as well as any officer, and any director of the company, regardless of the number of shares they own. If any listed are corporate shareholders or entities, provide the name and address of the person(s) beneficially owning or controlling such corporate shareholders, or the name and contact information of an individual representing the corporation or entity in the note section.
Name of Officer/Director and Control Person
Affiliation with Company (e.g. Officer/Director/Owner of more than 5%)
Residential Address (City / State Only)
Number of shares owned
Share type/class
Ownership Percentage of Class Outstanding
Note
Glenn E. Withers
Douglas L. Miller Dayne L. Miller
Brett Bertolami
Emmett D. Crawford
Charles D. Miller
Philip A. Miller Sherry T. Miller
Christopher L. Sharman
Richard C. Wilson
Cede & Co.
Peter A. R. Sharman James M. Templeton
Officer (President), Director (Chairman) Director
Office (CFO),
Director
Officer (V. President), Director (V. Chairman) Owner of more than 5%
Owner of more than 5%
Owner of more than 5% Owner of more than 5% Owner of more than 5%
Owner of more than 5% Owner of more than 5% Owner of more than 5% Owner of more than 5%
Ocean Isle Beach, SC Elon, NC
Claremont, NC Mooresville, NC Taylorsville, NC Nashville, TN
Elon, NC Elon, NC
Charleston, SC Scottsburg, VA
Jersey City, NJ
Conover, NC
Newton, NC
500,000
413,279 1,263,125
531,750
150,000
300,000 1,285,714
1,363,125
1,363,125 1,363,125 1,346,250
350,000 5,688,500 4,238,775
1,235,723
500,000 1,114,286
Preferred Common Common
Common
Preferred Common Common
Common
Common Common Common
Preferred Common Common
Common
Preferred Common
33.33% None 1.78%
5.43% None
2.29% None
10.00% None 1.29%
5.52% None
5.86% None
5.86% None 5.86% None 5.79% None
23.33% None 24.45%
18.22% None
5.31% None
33.33% None 4.79%

Legal/Disciplinary History
A. Please identify whether any of the foregoing persons have, in the past ten years, been the subject of:
1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses); Fortran Corporation is not currently aware of anything relevant to this subsection with respect to any of the foregoing persons.
2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities; Fortran Corporation is not currently aware of anything relevant to this subsection with respect to any of the foregoing persons.
3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; Fortran Corporation is not currently aware of anything relevant to this subsection with respect to any of the foregoing persons.
4. The entry of an order by a self-regulatory organization that permanently or temporarily barred suspended or otherwise limited such person’s involvement in any type of business or securities activities. Fortran Corporation is not currently aware of anything relevant to this subsection with respect to any of the foregoing persons.
B. Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the issuer or any of its subsidiaries is a party or of which any of their property is the subject. Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities.
See “Commitments and Contingencies” footnote to Fortran Corporation’s Annual Financial Statements as of the twelve months ended June 30, 2019.

Third Party Providers
Please provide the name, address, telephone number, and email address of each of the following outside providers:
Accounting Advisory Firm
GreerWalker CPAs and Business Advisors Carillon Building
227 W. Trade Street, Ste. 1100
Charlotte, NC 28202
[phone]
Tax Advisory Firm
Keener Cassavaugh Farmer & Connor PA 426 Harper Avenue NW
Lenoir, NC 28645
[phone]
Investor Relations Consultant Fortran Corporation
3210 16th Avenue S.E. Conover, North Carolina 28613 [phone] [e-mail] www.fortrancorp.com

Issuer Certification
Principal Executive Officer:
I, Glenn E. Withers certify that:
1. I have reviewed this annual disclosure statement of Fortran Corporation;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
September 26, 2019
/s/ GLENN E. WITHERS
Glenn E. Withers, CEO and President
Principal Financial Officer:
I, Dayne L. Miller certify that:
1. I have reviewed this annual disclosure statement of Fortran Corporation;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
September 26, 2019 /s/ DAYNE L. MILLER Dayne L. Miller, CFO

ANNUAL FINANCIAL STATEMENTS
June 30, 2019 and June 30, 2018
As of the Twelve Months Ended June 30, 2019
FORTRAN CORPORATION
(A North Carolina Corporation)
TRADING SYMBOL: FRTN CUSIP NUMBER: 34960D 108

Table of Contents
Consolidated Balance Sheets Consolidated Statement of Operations Consolidated Statement of Cash Flows
Notes to Financial Statements
Page 1
2
3
4 - 12

Current assets:
Cash and cash equivalents
Receivables, less allowances
Inventories
Prepaid expenses and other current assets
Total current assets
Due from affiliate
Equity method investment Property, plant and equipment (net) Other assets
$ $
$ $
$
$ $ $ $
$
$
$
$
$
$ $
$
$
$
$
$ $ $ $ $
FORTRAN CORPORATION CONSOLIDATED BALANCE SHEETS
(unaudited)
ASSETS
As of June 30, 2019
61,629 50,316
76,411 -
188,356
1,511,000 2,178,211 35,596 162,067
4,075,230
244,682 1,100,000 31,041 41,505 183,803
2,908
1,603,939
1,189,908
2,793,847
505,000
461,634 -
314,749
1,281,383 4,075,230
As of June 30, 2018
$ 87,327
$ 57,932
$ 115,000 $ -
$ 260,259
$ 1,311,000 $ 2,553,961 $ 521,647 $ 271,977
$ 4,918,844
$ 358,482 $ 1,100,000 $ 27,546 $ 93,519 $ 2,010,651 $ 138,700 $ 3,728,898 $ -
$ 3,728,898
$ 120,000
$ 461,634 $ -
$ 608,312 $ 1,189,946
$ 4,918,844
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
Due to affiliate shareholders Deferred revenue
Accrued expenses
Current portion debt
Other current liabilities
Total current liabilities
Long-term debt
Total liabilities
Commitments and contingencies Stockholders' equity:
Stockholders' equity:
Common stock, no par value, 50,000,000 shares authorized, 27,487,351shares issued, respectively
Preferred stock, no par value, 10,000,000 shares authorized, 1,700,000 shares issued, respectively
Additional paid-in capital
Treasury stock
Retained earnings
Total stockholders' equity
Total liabilities and stockholders' equity
23,262,828 and 1,500,000
and
See accompanying notes to consolidated financial statements
1

Revenue:
Net revenues
Total revenue Costs and expenses (a):
$
$
$ $ $
$
$ $ $ $
$
$
$ $
Fiscal Year June 30, 2019
1,387,805
1,387,805
1,709,104 36,645 1,745,749
(357,944)
(375,750) 475,144 (35,013)
(293,563)
-
(293,563)
(0.013) (0.013)
23,262,828 23,262,828
Fiscal Year June 30, 2018
$ 1,124,341
$ 1,124,341
$ 1,633,218 $ 110,060 $ 1,743,278
$ (618,937)
$ (109,851) $ 315,619 $ (101,072) $ (514,241)
$ -
$ (514,241)
$ (0.019) $ (0.019)
27,487,351 27,487,351
FORTRAN CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Net costs and expenses (exclusive of depreciation, amortization and accretion shown separately below) Depreciation, amortization and accretion
Total costs and expenses Operating income
Income (loss) in equity method investment Other income (expense)
Interest expense
Income before income taxes
Income tax expense
Net income Earnings per share:
Basic
Diluted
Weighted average shares outstanding:
Basic Diluted
See accompanying notes to consolidated
financial statements.
2

Cash flows from operating activities:
Net income
2019
$ (293,563) $
$ 36,645 $ $ (350,722) $ $ 375,750 $
$ 117,526 $ $ (200,000) $ $ 38,589 $ $ (298,111) $ $ (280,323) $
$ 21,906 $
2018 (514,242)
110,060 -
109,851
24,269 -
290,991 31,542
566,713
FORTRAN CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Purchases of investments $
Twelve Months Ended June 30,
Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, amortization and accretion
Cancellation of debt income
Loss (gain) in equity method investment
Changes in operating assets and liabilities:
Receivables, prepaid expenses and other assets
Due from affiliate
Inventories
Accounts payable, deferred revenue and other liabilities Net cash provided by operating activities
Cash flows from investing activities: Capital expenditures, net
(75,354) -$-
Net cash used in investing activities
Cash flows from financing activities: Debt repayments
Proceeds from debt
Net cash used in financing activities
(Decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period
$ 21,906 $
$ (494,570) $ $ 1,020,852 $ $ 526,282 $
$ (25,698) $ $ 87,327 $ $ 61,629 $
(75,354)
-
78,115
78,115
55,232
32,095 87,327
See accompanying notes to consolidated financial statements
3

FORTRAN CORPORATION AND CONSOLIDATED SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS
FOR THE TWELVE MONTHS ENDED JUNE 30, 2019 AND 2018
Basis of Presentation and Description of Business
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for financial information.
In the opinion of management, the unaudited condensed financial statements contain all adjustments considered necessary to present fairly the Company’s financial position for all periods presented.
Description of Business
Fortran Corporation (the “Company”) is primarily engaged in the sales, installation and service of telecommunication systems in North Carolina and South Carolina. The Company purchased an eight percent (80%) interest in Tower Performance, Inc. (“TPI”) in November 2015. TPI is engaged in the engineering, sales, installation and servicing of cooling towers for large businesses in New Jersey, New York and Texas.
ITEM 1: Summary of Significant Accounting Policies
The accompanying financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America.
Cash and Cash Equivalents
The Company considers cash equivalents to be those investments which are highly liquid and readily convertible to cash with a maturity date within three months of the date of purchase.
Earnings (Loss) Per Share
The Company reports earnings (loss) per share in accordance with FASB Accounting Standards Codification (“ASC”) 260. This statement requires dual presentation of basic and diluted earnings per share amounts and are based on the weighted average share of common stock outstanding. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants and convertible securities, unless the
4

effect is to reduce a loss or increase earnings per share. Accordingly, this presentation has been adopted for the periods presented. There were no adjustments required to net income for the period presented in the computation of diluted earnings per share. There were no common stock equivalents necessary for the computation of diluted loss per share.
Fixed Assets
Office equipment, vehicles and computer software are carried at cost, net of accumulated depreciation and amortization. Depreciation and amortization are provided using the straight- line method over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the assets or the terms (including renewal periods, as appropriate) of the related leases, whichever is shorter.
When fixed assets are sold or retired, their costs and accumulated depreciation or amortization are eliminated from the accounts and any gain or loss resulting from their disposal is included in the statement of operations.
The Company incurs repair and maintenance expenses on its vehicles and equipment. These expenses are recognized when incurred, unless such repairs significantly extend the life of the asset, in which case the cost of the repairs is amortized over the remaining useful life of the asset utilizing the straight-line method.
Due From Affiliate
The amount due from affiliate represents management fees earned for services provided to an equity method investment in prior periods.
Basis of Consolidation
We present the financial statements of the Company and consolidate those financial statements with the financial statements of all subsidiaries that the Company controls. All significant intercompany transactions and balances have been eliminated from the consolidated financial statements.
Equity Method Investment
Investments in affiliated companies that the Company does not control, but over which the Company exerts significant operating and financial influence, are accounted for using the equity method. Due to the nature of the operating agreement in place with TPI’s minority shareholders, the Company has determined that it does not control TPI and has accordingly recorded it as an equity method investment.
Revenue Recognition
The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
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Allowance for Doubtful Accounts
Trade accounts receivable are stated net of an allowance for doubtful accounts. The Company estimates the allowance based on an analysis of specific customers, taking into consideration the age of past due accounts and an assessment of the customer’s ability to pay. As of June 30, 2019 and 2018, all remaining accounts receivable were considered collectible. Accordingly, no allowance has been provided in the accompanying financial statements.
Inventory
Inventory consists of parts and materials valued at the lower of cost (first-in, first-out method) or net realizable value.
Subsequent Events
In preparing the consolidated financial statements, the Company has evaluated subsequent events through September 26, 2019, which is the date the financial statements were available to be issued.
ITEM 2: Going Concern Statement
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company’s ability to continue as a going concern is contingent upon its ability to achieve and maintain profitable operations, and the Company’s ability to raise additional capital as required. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The liquidity situation is improving rapidly, but ultimate success depends upon signed contracts with commensurate financing. (See subsequent events)
ITEM 3: Tower Performance, Inc.’s Liabilities
In conjunction with the purchase of eighty percent (80%) of TPI’s stock on October 31, 2015, the Company entered into three subordinated promissory notes of $266,667 each, payable to the three individual sellers (the “Sellers”) of TPI upon maturity in November 2018. Interest is payable monthly at a five percent (5%) annual rate and is current through the period ended June 30, 2019 and 2018. Although the maturity date was November 2018, the Company feels strongly that a favorable restructuring of this debt obligation will occur by December 31, 2019.
The TPI purchase agreement also provides Sellers with a put option requiring the Company to purchase the remaining twenty percent (20%) of TPI stock. The put option became exercisable at August 31, 2018; and, subsequent to that date, was exercised by the Sellers prior to its expiration. The put price is to be calculated by multiplying TPI’s average gross profit for the 12 month periods ending March 31, 2016, 2017 and 2018 by .829, minus the initial purchase price of $2,200,000. The Sellers have calculated a put price of $335,000, but the Company has yet to finalize the put option transaction. No amounts have been recorded related to the put option as of June 30, 2019 or 2018.
In addition, the Company owes Sellers $300,000 held in a deposit account for three years after the transaction date. This amount does not bear interest and is expected to be paid by December 31, 2019. The liability was recorded as debt at June 30, 2019 and 2018.
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ITEM 4: Debt Information
On February 10, 2016, The New Telephone Co. and B & L Telephone, LLC, subsidiaries of the Company, borrowed $115,625.00 plus interest at a rate of thirty two percent (32%) payable at $433.59 per day from CAN Capital. As of March 31, 2018, the outstanding principal balance was $26,450.31. The Company negotiated a favorable settlement of this obligation during the nine months ending March 31, 2019 and paid $10,000.00 to CAN Capital. The remaining $16,450.31 balance was record as “Other Income” in the Statement of Operations.
On March 26, 2007, New Telephone, Inc. borrowed $750,000 from Banco Poplar at a rate
of Prime + 2.75 percent per annum. Said loan was secured by New Telephone, Inc.’s assets, real estate owned by Rink Media and a personal guarantee of Douglas Rink. On August 17, 2017 Banco Poplar filed suit against New Telephone, Inc., Rink Media and Douglas Rink personally for non-payment of this loan. As of March 31, 2018, the outstanding principal balance of this obligation was $115,750.00. The Company negotiated a favorable settlement of this obligation during the nine months ending March 31, 2019 and paid $81,478.02 to Banco Poplar. The remaining $34,271.98 balance was record as “Other Income” in the Statement of Operations.
On June 6, 2014, Templeton Family Holdings purchased a convertible debenture from the Company in the amount of $110,000 plus interest payable monthly at a rate of six percent (6%) per annum. On July 10, 2017 Templeton Family Holdings filed suit against the Company for non- payment. On November 20, 2017, the court issued a judgment to Templeton Family Holdings in the amount of $112,000 plus interest and attorneys’ fees. As of March 31, 2018, the outstanding principal balance was $110,000 and the outstanding interest and fees was $10,564.06. The outstanding interest and fees were paid in the quarter ended March 31, 2019. Templeton Family Holdings exercised its option to convert the outstanding principal balance to 314,286 shares of common stock at a rate of $.35 per common share. These common shares were issued on March 13, 2019.
On October 20, 2015, James M. Templeton loaned the Company $300,000 payable at $25,000 per month at an interest rate of ten percent (10%) per annum, with principal and interest paid monthly and with all payments due in full by October 15, 2016. On October 5, 2016, Mr. Templeton filed suit against the Company in the amount of $300,000 plus interest and attorneys’ fees for non- payment. On August 28, 2017 the court awarded Mr. Templeton a judgment in the amount of $300,000 plus interest and attorneys’ fees, which were recorded as liabilities at March 31, 2019. On December 3, 2018, the remaining principal balance, including accrued interest, was $75,000. On that date, Mr. Templeton exercised his option to convert the outstanding balance to 375,000 shares of common stock at the rate of $.25 per common share.
On May 20th, 2016 Peoples Bank, Inc. in Newton, NC loaned the Company $650,000 on two different tracks of land, including buildings. At the same time Peoples Bank loaned the Company $500,000 as a revolving account for the Company. In December 2016 the Company sold its property located at 725 11th Ave. SE, Hickory NC and reduced the $650,000 loan by $380,000. On July 25, 2018 Peoples Bank filed suit against the Company for non-payment on each of the above (See “Commitments and Contingencies”). Peoples Bank followed this action with a foreclosure suit against the Company on the office building of the Company. Sale of said foreclosure property was held during the month of November 2018. At the time legal action
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began, the approximate balance was $680,355.89 which was reflected as an outstanding obligation at March 31, 2018 in the accompanying Balance Sheet. It was anticipated that a deficiency balance would remain after the foreclosure sale. This balance was dealt with in the courts in accordance with the suit initially filed by Peoples Bank. After the foreclosure sale, the Company negotiated a fair rental agreement with the new owner. The property was sold by the bank for $400,000.00, which ultimately left a deficiency balance of $338,957.85 (including all attorneys’ fees, property taxes and closing costs). During the nine months ending March 31, 2019, this deficiency balance was settled by executing a Promissory Note to Peter A. R. Sharman for $138,957.85 and the issuance of 800,000 shares of common stock to Christopher L. Sharman with a conversion price of $.25 per common share. This Promissory Note is payable at $1,000.00 per month (payment includes principal and interest at 6% per annum) for 23 months with a final balloon payment on April 11, 2021 (final payment includes all outstanding principal and interest).
On May 16, 2018 the Company issued to James M. Templeton a promissory note in the amount of $78,114.77 with an interest rate of five percent (5%) per annum payable upon demand with an option to convert to Company preferred stock at $.10 cents per share at any time prior to maturity. The maturity date of this Convertible Debenture is May 16, 2023. Said note was issued in connection with a settlement and mutual release agreement with Mr. Templeton and certain shareholders.
On November 23, 2018, Douglas L. Miller purchased a Convertible Debenture from the Company in the amount of $60,000.00 plus interest payable monthly at a rate of six percent (6%) per annum. The maturity date of this Convertible Debenture is November 23, 2023. Under the terms of this Convertible Debenture, Mr. Miller is entitled, at his option, to convert all or any lesser portion of the outstanding principal amount into shares of common stock of the Company at a conversion price of $.25 per common share at any time prior to maturity.
On December 21, 2018, James M. Templeton purchased a Convertible Debenture from the Company in the amount of $100,000.00 plus interest payable monthly at a rate of six percent (6%) per annum. The maturity date of this Convertible Debenture is December 21, 2023. Under the terms of this Convertible Debenture, Mr. Templeton is entitled, at his option, to convert all or any lesser portion of the outstanding principal amount into shares of common stock of the Company at a conversion price of $.25 per common share at any time prior to maturity.
On January 8, 2019, James M. Templeton purchased a Convertible Debenture from the Company in the amount of $150,000.00 plus interest payable monthly at a rate of six percent (6%) per annum. The maturity date of this Convertible Debenture is January 8, 2024. Under the terms of this Convertible Debenture, Mr. Templeton is entitled, at his option, to convert all or any lesser portion of the outstanding principal amount into shares of common stock of the Company at a conversion price of $.25 per common share at any time prior to maturity.
On March 13, 2019, James M. Templeton purchased a Convertible Debenture from the Company in the amount of $100,000.00 plus interest payable monthly at a rate of six percent (6%) per annum. The maturity date of this Convertible Debenture is March 13, 2024. Under the terms of this Convertible Debenture, Mr. Templeton is entitled, at his option, to convert all or any lesser portion of the outstanding principal amount into shares of common stock of the Company at a conversion price of $.25 per common share at any time prior to maturity.
On March 28, 2019, Charles D. Miller purchased a Convertible Debenture from the Company in the amount of $150,000.00 plus interest payable monthly at a rate of six percent (6%) per annum.
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The maturity date of this Convertible Debenture is March 28, 2024. Under the terms of this Convertible Debenture, Mr. Miller is entitled, at his option, to convert all or any lesser portion of the outstanding principal amount into shares of common stock of the Company at a conversion price of $.25 per common share at any time prior to maturity.
On March 29, 2019, James M. Templeton purchased a Convertible Debenture from the Company in the amount of $100,000.00 plus interest payable monthly at a rate of six percent (6%) per annum. The maturity date of this Convertible Debenture is March 29, 2024. Under the terms of this Convertible Debenture, Mr. Templeton is entitled, at his option, to convert all or any lesser portion of the outstanding principal amount into shares of common stock of the Company at a conversion price of $.25 per common share at any time prior to maturity.
On March 29, 2019, Peter A. R. Sharman purchased a Convertible Debenture from the Company in the amount of $107,250.00 plus interest payable monthly at a rate of six percent (6%) per annum. The maturity date of this Convertible Debenture is March 29, 2024. Under the terms of this Convertible Debenture, Mr. Sharman is entitled, at his option, to convert all or any lesser portion of the outstanding principal amount into shares of common stock of the Company at a conversion price of $.25 per common share at any time prior to maturity.
On May 22, 2019, James M. Templeton purchased a Convertible Debenture from the Company in the amount of $100,000.00 plus interest payable monthly at a rate of six percent (6%) per annum. The maturity date of this Convertible Debenture is May 22, 2024. Under the terms of this Convertible Debenture, Mr. Templeton is entitled, at his option, to convert all or any lesser portion of the outstanding principal amount into shares of common stock of the Company at a conversion price of $.25 per common share at any time prior to maturity.
On June 18, 2019, Sherry T. Miller purchased a Convertible Debenture from the Company in the amount of $95,000.00 plus interest payable monthly at a rate of six percent (6%) per annum. The maturity date of this Convertible Debenture is June 18, 2024. Under the terms of this Convertible Debenture, Ms. Miller is entitled, at her option, to convert all or any lesser portion of the outstanding principal amount into shares of common stock of the Company at a conversion price of $.25 per common share at any time prior to maturity.
On February 21, 2019, the Company settled its legal matters with TCA Global by executing a Promissory Note in the amount of $400,000.00 plus giving title to a small tract of land in Lexington, NC with a transfer value of $100,000.00. This tract of land was not carried on the accounting records by the prior management; therefore, there is no Balance Sheet or Income Statement effect with its release to TCA Global. The Company recognized $300,000.00 as “Other Income” in the Statement of Operations as a result of the TCA Global settlement (See “Commitments and Contingencies”). The Promissory Note required the Company pay $150,000.00 to TCA Global on April 3, 2019 and $15,000.00 per month for 16 months and a final payment of $10,000.00 in the 17th month. This Promissory Note bears no interest rate. This Promissory Note had a balance at March 31, 2018 of $700,000.00.
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Future scheduled long-term debt maturities are as follows for the years ending June 30:
2020 $ 183,803
2021 $ 174,543
2022 $-
2023 $ 78,115
2024 $ 872,250
Thereafter $ 95,000
Please see the Commitments and Contingencies Footnote below for additional legal matters related to certain Debt Instruments.
ITEM 5: Impairment of Long-lived Assets
In accordance with FASB Accounting Standards Codification (“ASC”) 360, “Accounting for the Impairment or Disposal of Long-lived Assets”, the Company reviews long-lived assets, such as rental equipment and fixed assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be fully recoverable. Recoverability of asset groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount exceeds its estimate future cash flows, an impairment charge is recognized as the amount by which the carrying amount of an asset group exceeds the fair value of the asset group. The Company evaluated its long-lived assets, including its equity method investment, and the Company does not consider these assets to be impaired.
ITEM 6: Income Taxes
Income taxes are accounted for in accordance with FASB Accounting Standards Codification (“ASC”) 740, “Accounting for Income Taxes.” A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and for net operating loss carry forwards.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or the entire deferred tax asset will not be fully realizable. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.
The Company expects to see a higher effective tax rate as a result of higher revenues and lower costs throughout the fiscal year. The effective tax rate for the period ended June 30, 2019 was zero percent (0%).
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ITEM 7: Fair Value of Financial Instruments
Financial instruments consist principally of cash, accounts and related party receivables, trade and related party payables, accrued liabilities and short-term obligations. The carrying amounts of such financial instruments in the accompanying consolidated balance sheets approximate their fair values due to their relatively short-term nature.
The carrying value of the Company’s long-term debt approximates fair value based on current market conditions for similar debt instruments.
ITEM 8: Use of Estimates
The preparation of the accompanying financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting periods. Actual results may differ from those estimates and assumptions.
ITEM 9: Commitments and Contingencies
On May 9, 2018, Peoples Bank filed a complaint against the Company, MMMG Transport, LLC, New TPI, LLC and Douglas Rink in the North Carolina General Court of Justice, Superior Court Division for Catawba County (Case No. 18-CVS-1256). Plaintiff Peoples Bank alleged in its complaint that the Company defaulted on two promissory notes in the original principal amounts of $650,000.00 and $500,000.00 (collectively, the “Promissory Notes”). Peoples Bank alleged that the principal sum of $680,355.89 plus interest remain unpaid on the Promissory Notes. Plaintiff further alleged that defendant Douglas Rink executed and delivered an unlimited personal guaranty of the Promissory Notes, and that the Company’s subsidiaries (MMMG Transport, LLC and New TPI, LLC) granted Plaintiff a security interest in certain assets and real property to secure the loans. Plaintiff sought the payment of the unpaid principal sums plus interest and related costs and attorneys’ fees associated with this action. After the filing of the complaint, Peoples Bank assigned all of its interests in the Promissory Notes to third parties Peter Sharman and Donna Sharman, who are now successors in interest to Peoples Bank on the Promissory Notes and are served as the Plaintiffs in this legal proceeding. The Sharmans purchased the bank’s position for $400,000.00 which left a deficiency balance of $338,957.85. The Company executed a Promissory Note with the Sharmans for $138,957.85 and issued 800,000 shares of common stock to Christopher L. Sharman at a conversion rate of $.25 per common share. The Company negotiated a favorable Lease Agreement with the Sharmans of $4,000 per month, triple net, for 24 months.
On August 23, 2018, the Company filed a complaint against Douglas Rink in the North Carolina General Court of Justice, Superior Court Division for Catawba County (Case No. 18-CVS-2382). In the Company’s action against Doug Rink, the Company sought to invalidate 5 million shares of Common Stock and 350,000 shares of Series A Preferred Stock. The Company also sought to invalidate 247,975 additional shares of Common Stock that Doug Rink improperly transferred to himself in connection with the settlement of a lawsuit with another party (Todd Rankin). Defendant Rink served as the President, CEO and Chairman of the board of directors of the Company from 2013 until his resignation on April 19, 2018. The complaint alleged that defendant
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Rink breached his fiduciary duties while serving as an officer and director of the Company and engaged in self-interested transactions to benefit himself at the expense of the Company. The complaint alleged that defendant Rink improperly issued shares of the Company’s common stock and Series A Preferred Stock to himself without the vote, consent or approval of all the members of the board of directors of the Company. The complaint further alleged that defendant Rink mismanaged the Company’s operations and finances and that he misappropriated certain of the Company’s assets for his personal use and benefit. The complaint asserted claims against defendant Rink for declaratory relief, breach of fiduciary duty, constructive fraud, unfair and deceptive trade practices, negligence, conversion and civil theft. Defendant Rink responded to the complaint on December 27, 2018, denying the allegations of the Company’s complaint and asserting various counterclaims against the Company, including a request for a judicial dissolution and appointment of a receiver. On March 1, 2019, the Company and Douglas Rink entered into a Settlement and Release Agreement whereby Douglas Rink would, among other things, on or before April 1, 2019 deliver to the Company all Company stock certificates in his possession or control, sign a stipulation of dismissal with prejudice of his counterclaims in Case No. 18-CVS-2382 and resign as an officer, director and/or manager of all of the Company’s subsidiaries. Pursuant to the same Settlement and Release Agreement, the Company agreed to, among other things, on or before April 1, 2019 file a stipulation of dismissal with prejudice of the claims in Case No. 18-CVS-2382 and pay Douglas Rink the amount of $175,000. On May 10, 2019, Douglas Rink’s shares of common stock and preferred stock of the Company were canceled. To the Company’s knowledge, the obligations of the Company and Douglas Rink under the Settlement and Release Agreement have been satisfied and the case has been dismissed.
On August 16, 2018, TCA Global Credit Master Fund (“TCA”) filed, as the sole petitioning creditor, an involuntary bankruptcy petition under title 11 of the U.S. Bankruptcy Code against the Company (the “Involuntary Petition”). The Involuntary Petition was filed in the United States Bankruptcy Court for the Western District of North Carolina (Case No. 18-50532). The Company disputes that the Involuntary Petition was properly filed. The Company reached a favorable settlement with TCA Global on February 21, 2019. The Company executed a Promissory Note in the amount of $400,000.00 plus gave TCA Global clear title to a tract of land in Lexington, NC. This tract of land was not carried on the accounting records of the previous management so there is no Balance Sheet or Income Statement affect for this transfer of land. The Promissory Note obligated the Company to pay $150,000.00 on April 3, 2109 and $15,000.00 per month for 16 months with a final payment of $10,000.00 in the 17th month. This Promissory Note bears no interest rate. This settlement resulted in a $300,000.00 reduction in the total amount due and this reduction is accounted for in “Other Income” on the Statement of Operations.
Banco Poplar North America v. The New Telephone Company
Banco Popular obtained a default judgment in the total amount of approximately $131,000 (including principal, interest and fees). The Company settled this obligation with Banco Poplar with a payment of $81,478.02. This settlement resulted in a $34,271.98 reduction in the total amount due and this reduction is accounted for in “Other Income” on the Statement of Operations.
Where a probable contingent liability exists and the amount of the loss can be easily estimated, the Company records the estimated liability. Considerable judgment is required in analyzing and recording such liabilities and actual results may vary from the estimates. Management is not aware of any unrecorded liabilities for which payment is probable and the amount can be reasonably estimated.
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AND EVEN MORE INFORMATION AND PROOF THAT THE IBOX IS NOT TRUE....

November 7, 2019
Dear Fellow Shareholder:
FORTRAN CORPORATION 3210 16th Avenue S.E. Conover, NC 28613
We cordially invite you to attend the 2019 annual meeting (“Annual Meeting”) of shareholders of Fortran Corporation, which will be held at 10:00 a.m., local time, on Monday, December 2, 2019 at La Quinta Inn & Suites by Wyndham at 1607 Fairgrove Church Road, Conover, NC 28613. All shareholders of record at the close of business on November 5, 2019 are entitled to vote at the Annual Meeting. The formal meeting notice and Proxy Statement are attached.
At the Annual Meeting, shareholders will be asked to (i) ratify all prior actions of the board of directors since inception; (ii) approve the reincorporation of Fortran Corporation from the State of North Carolina to the State of Delaware; and (iii) elect four directors. In addition, shareholders will transact any other business that may properly come before the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the meeting and we urge you to vote as soon as possible. As an alternative to voting in person at the Annual Meeting, you may vote electronically over the Internet or by telephone, or if you receive a proxy card or voting instruction form in the mail, by mailing the completed proxy card or voting instruction form. Timely voting by any of these methods will ensure your representation at the Annual Meeting.
For admission to the Annual Meeting, each shareholder may be asked to present valid picture identification, such as a driver’s license or passport, and proof of ownership of our capital stock as of the record date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership.
We look forward to seeing you December 2. Sincerely,
/s/ Glenn E. Withers
Glenn E. Withers,
Chairman of the Board, President and Chief Executive Officer
40429850v4

FORTRAN CORPORATION
NOTICE OF THE 2019 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD DECEMBER 2, 2019 __________________________
NOTICE IS HEREBY GIVEN that the 2019 annual meeting (“Annual Meeting”) of shareholders of Fortran Corporation, a North Carolina corporation (the “Company”), will be held at 10:00 a.m., local time, on Monday, December 2, 2019 at La Quinta Inn & Suites by Wyndham at 1607 Fairgrove Church Road, Conover, NC 28613 for the following purposes, as more fully described in the Proxy Statement accompanying this notice:
1. To ratify all prior actions of the board of directors since the Company’s inception.
2. To consider and approve the reincorporation of the Company from the State of North Carolina to the State of Delaware.
3. To elect four directors to serve on our board of directors until the next annual meeting of shareholders and/or until their successors are duly elected and qualified. The nominees for election are Brett Bertolami, Dayne L. Miller, Douglas L. Miller and Glenn E. Withers.
4. To transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof.
All shareholders of record at the close of business on November 5, 2019 are entitled to notice of and to vote at the Annual Meeting and any adjournment(s) or postponement(s) thereof.
We cordially invite all shareholders to attend the Annual Meeting in person. Whether or not you plan to attend, it is important that your shares be represented and voted at the meeting. As an alternative to voting in person at the Annual Meeting, you can vote your shares electronically over the Internet, or if you receive a proxy card or voting instruction form in the mail, by mailing the completed proxy card or voting instruction form. For detailed information regarding voting instructions, please refer to the section entitled “How do I vote?” on page 4 of the Proxy Statement.
For admission to the Annual Meeting, each shareholder may be asked to present valid picture identification, such as a driver’s license or passport, and proof of ownership of our capital stock as of the record date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership.
Conover, North Carolina November 7, 2019
By Order of the Board of Directors,
/s/ Glenn E. Withers
Glenn E. Withers,
Chairman of the Board, President and Chief Executive Officer
YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY. TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING PLEASE PROMPTLY SUBMIT YOUR PROXY OR VOTING INSTRUCTION ELECTRONICALLY OVER THE INTERNET OR BY TELEPHONE, OR IF YOU RECEIVE A PAPER PROXY CARD OR VOTING INSTRUCTION FORM, YOU MAY MAIL THE COMPLETED PROXY CARD OR VOTING INSTRUCTION FORM IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
40429850v4

FORTRAN CORPORATION
PROXY STATEMENT
FOR THE 2019 ANNUAL MEETING OF SHAREHOLDERS DECEMBER 2, 2019 __________________________
TABLE OF CONTENTS
Voting and Proxy .......................................................................................................................................... 2 Proposal One—Ratification of All Prior Board Actions Since Inception.....................................................7 Proposal Two—Approval of the Reincorporation of the Company From the State of North
Carolina to the State of Delaware .................................................................................................................8 Proposal Three—Election of Directors ....................................................................................................... 25 Information About Our Board and Related Matters....................................................................................25 Other Matters ..............................................................................................................................................26 Other Information........................................................................................................................................26
40429850v4
Page

FORTRAN CORPORATION 3210 16TH AVENUE S.E. CONOVER, NC 28613
PROXY STATEMENT
FOR THE 2019 ANNUAL MEETING OF SHAREHOLDERS __________________________
VOTING AND PROXY
This proxy statement (“Proxy Statement”) is being furnished in connection with the solicitation of proxies by our Board of Directors (“Board”) of Fortran Corporation, a North Carolina corporation (the “Company,” “we,” “our,” “ours” and “us”) for use at the 2019 annual meeting (“Annual Meeting”) of shareholders to be held on Monday, December 2, 2019, at 10:00 a.m., local time, at La Quinta Inn & Suites by Wyndham at 1607 Fairgrove Church Road, Conover, North Carolina 28613 and at any adjournment(s) or postponement(s) of the Annual Meeting. We are providing this Proxy Statement and the accompanying proxy card to our shareholders on or about November 7, 2019. Our shareholders are invited to attend the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement.
You are encouraged to access and review all of the important information contained in this Proxy Statement before voting. In addition, our annual report for the fiscal year ended June 30, 2019 (the “Annual Report”) contains financial data and other information about us and can be found at the following website address: https://www.otcmarkets.com/stock/FRTN/disclosure. The Annual Report is not to be regarded as proxy soliciting material or as a communication through which any solicitation of proxies is made.
What items will be voted on at the Annual Meeting?
Shareholders will vote on three items at the Annual Meeting:
Proposal One Proposal Two
Proposal Three
— Ratification of all prior actions of the Board since the Company’s inception;
— Approval of the Company’s reincorporation from the State of North Carolina to the State of Delaware (the “Reincorporation”); and
— Election to our Board of the four nominees named in this Proxy Statement.
What are the Board’s Voting Recommendations?
The Board recommends that you vote your shares as follows:
Proposal One — “FOR” ratification of all prior actions of the Board since the Company’s inception;
Proposal Two — “FOR” the approval of the Reincorporation; and Proposal Three — “FOR” each of the nominees to our Board.
40429850v4 2

Who is entitled to vote?
To be able to vote, you must have been a shareholder on November 5, 2019, the record date for determination of shareholders entitled to notice of and to vote at the Annual Meeting. As of the record date, 17,936,828 shares of our common stock, no par value per share (“common stock”) were outstanding.
How many votes do I have?
Holders of common stock will vote at the Annual Meeting on all matters. Each holder of common stock is entitled to one vote per share held. As a result, a total of 17,936,828 votes may be cast at the Annual Meeting.
What is a quorum?
For business to be conducted at the Annual Meeting, a quorum must be present. The presence at the Annual Meeting, either in person or by proxy, of holders of shares of outstanding common stock entitled to vote and representing at least a majority of our outstanding voting power will constitute a quorum for the transaction of business. Accordingly, shares representing 8,968,415 votes must be present in person or by proxy at the Annual Meeting to constitute a quorum.
Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present for the transaction of business.
If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.
What are abstentions and broker non-votes?
An “abstention” is the voluntary act of not voting by a shareholder who is present at a meeting in person or by proxy and entitled to vote. “Broker non-votes” refers to shares held by a brokerage firm or other nominee (for the benefit of its client) that are represented at the meeting, but with respect to which such broker or nominee is not instructed to vote on a particular proposal and does not have discretionary authority to vote on that proposal.
If you are a beneficial owner whose shares are held in street name and you do not submit voting instructions to your broker, your broker may generally vote your shares in its discretion on routine matters. However, brokers do not have the discretion to vote their clients’ shares on non-routine matters, unless the broker receives voting instructions from the beneficial owner. Each of the Proposals are considered non-routine matters. Consequently, if your shares are held in street name, you must provide your broker with instructions on how to vote your shares in order for your shares to be voted.
What are the general effects of abstentions and broker non-votes?
Brokers who hold shares for the accounts of their clients may vote such shares either as directed by their clients or in their own discretion. For purposes of the Annual Meeting, each of the Proposals are “non-discretionary” and brokers or nominees who have received no instructions from their clients do not have discretion to vote on those items. Abstentions and broker non-votes will not be counted as a vote “for” or “against” any matter, though in certain cases abstentions will have the same effect as votes against a matter as they will be counted toward the tabulation of votes present or represented on the matter. Broker non-votes will not be counted as shares entitled to vote and accordingly will not affect the outcome with respect to any matter to be voted on at the Annual Meeting.
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Please note that brokers may not vote your shares on the ratification of all prior Board actions, the Reincorporation, the election of directors or other non-routine matters in the absence of your specific instructions as to how to vote. Thus, we strongly encourage you to provide instructions to your broker regarding the voting of your shares you hold in “street name” or through a broker or other nominee.
What vote is required to approve each proposal?
Proposal One
The affirmative vote of a majority of the votes of the shares of our common stock present at the Annual Meeting in person or represented by proxy and entitled to vote, is required for approval of Proposal One. Abstentions will be counted toward the tabulation of votes present or represented on this proposal and will have the same effect as votes against Proposal One.
Proposal Two
The affirmative vote of a majority of the votes of the outstanding shares of our common stock and entitled to vote, is required for approval of Proposal Two. Abstentions will be counted toward the tabulation of votes present or represented on this proposal and will have the same effect as votes against Proposal Two.
Proposal Three
The four nominees receiving the highest number of affirmative votes of the outstanding shares of common stock, present at the Annual Meeting in person or represented by proxy and entitled to vote, will be elected as directors to serve until the next annual meeting of shareholders and/or until their successors are duly elected and qualified. Abstentions will have no effect on the outcome of the election of nominees for director. Should any nominee(s) become unavailable to serve before the Annual Meeting, the proxies will be voted by the proxy holders for such other person(s) as may be designated by our Board or for such lesser number of nominees as may be prescribed by the Board. Votes cast for the election of any nominee who has become unavailable will be disregarded.
How do I vote?
If you are a “registered holder,” that is, your shares are registered in your own name through our transfer agent, and you are viewing this proxy over the Internet you may vote electronically over the Internet. For those shareholders who receive a paper proxy in the mail, you may also vote electronically over the Internet or by telephone or by completing and mailing the proxy card provided. The website identified in the proxy card provides specific instructions on how to vote electronically over the Internet. Those shareholders who receive a paper proxy by mail, and who elect to vote by mail, should complete and return the mailed proxy card in the addressed, postage-paid envelope that was enclosed with the proxy materials.
If your shares are held in “street name,” that is, your shares are held in the name of a brokerage firm, bank or other nominee, you will receive instructions from your record holder that must be followed for your record holder to vote your shares per your instructions. If you receive paper copies of our proxy materials from your brokerage firm, bank or other nominee, you will also receive a voting instruction form. Please complete and return the enclosed voting instruction form in the addressed, postage-paid envelope provided.
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Shareholders who have previously elected to access our proxy materials over the Internet will continue to receive an email, referred to in this Proxy Statement as an email notice, with information on how to access the proxy information and voting instructions.
Only proxy cards and voting instruction forms that have been signed, dated and timely returned, and only shares that have been timely voted electronically or by telephone will be counted in the quorum and voted.
Shareholders who vote over the Internet or by telephone need not return a proxy card or voting instruction form by mail, but may incur costs, such as usage charges, from telephone companies or Internet service providers. You may also vote your shares in person at the Annual Meeting. If you are a registered holder, you may request a ballot at the Annual Meeting. If your shares are held in street name and you wish to vote in person at the meeting, you must obtain a proxy issued in your name from the record holder (e.g., your broker) and bring it with you to the Annual Meeting. We recommend that you vote your shares in advance as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.
What if I receive more than one email notice, proxy card or voting instruction form?
If you receive more than one email notice, proxy card or voting instruction form because your shares are held in multiple accounts or registered in different names or addresses, please vote your shares held in each account to ensure that all of your shares will be voted.
Who will count the votes and how will my vote(s) be counted?
All votes will be tabulated by the inspector of elections appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.
If your proxy is properly submitted, the shares represented thereby will be voted at the Annual Meeting in accordance with your instructions. If you are a registered holder and you do not specify how the shares represented thereby are to be voted, your shares will be voted “FOR” the approval of Proposal One, “FOR” the approval of Proposal Two and “FOR” the election of each of the four nominees to our Board listed in this Proxy Statement, and in the discretion of the proxy holder(s) as to any other matters that may properly come before the Annual Meeting or any adjournment(s) or postponement(s) of the Annual Meeting, as well as any procedural matters. If your shares are held in street name and you do not specify how the shares represented thereby are to be voted, your broker may not exercise its discretionary authority to vote on any of the Proposals.
Can I change my vote after I have voted?
If your shares are registered in your name, you may revoke or change your vote at any time before the Annual Meeting by voting again electronically over the Internet or by telephone, or by filing a notice of revocation or another proxy card with a later date with our Assistant Secretary at Fortran Corporation, 3210 16th Avenue S.E., Conover, North Carolina 28613. If you are a registered shareholder and attend the Annual Meeting and vote by ballot, any proxy that you submitted previously to vote the same shares will be revoked automatically and only your vote at the Annual Meeting will be counted. If your shares are held in street name, you should contact the record holder to obtain instructions if you wish to revoke or change your vote before the Annual Meeting. Please note that if your shares are held in street name, your vote in person at the Annual Meeting will not be effective unless you have obtained and present a proxy issued in your name from the record holder.
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Who will bear the cost of soliciting proxies?
We will bear the entire cost of soliciting proxies for the Annual Meeting, including the cost of preparing, assembling, printing and mailing this Proxy Statement, the proxy card and any additional solicitation materials furnished to our shareholders. Copies of solicitation materials will be furnished to brokerage firms, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward the solicitation materials to the beneficial owners. We may reimburse such persons for their reasonable expenses in forwarding solicitation materials to beneficial owners. The original solicitation of proxies may be supplemented by solicitation by personal contact, telephone, facsimile, email or any other means by our directors, officers or employees, and we will reimburse any reasonable expenses incurred for that purpose. No additional compensation will be paid to those individuals for any such services.
The matters to be considered and acted upon at the Annual Meeting are referred to in the preceding notice and are discussed below more fully.
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PROPOSAL ONE
RATIFICATION OF ALL PRIOR BOARD ACTIONS SINCE THE COMPANY’S INCEPTION
We are asking you to ratify all prior actions of the Board since the Company’s inception. By ratifying this proposal, the Board is asking you to ratify the following resolutions:
RESOLVED, that any and all actions taken by or on behalf of the Company by the Board and any directors serving in their capacities as members of the Board since the Company’s inception are hereby ratified, confirmed, adopted and approved, effective as of the respective dates of such actions; and
RESOLVED FURTHER, that any and all actions by, on behalf of and in the name of the Company for the purposes of the foregoing resolution, taken prior to the adoption of these resolutions be, and hereby are, ratified, confirmed, adopted and approved in all respects and for all purposes.
Required Vote of Shareholders
The affirmative vote of a majority of the votes of the shares of our common stock present at the Annual Meeting in person or represented by proxy and entitled to vote, is required for approval of Proposal One. Abstentions will be counted toward the tabulation of votes present or represented on this proposal and will have the same effect as votes against Proposal One.
Recommendation of the Board
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF
ALL PRIOR BOARD ACTIONS SINCE THE COMPANY’S INCEPTION.
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PROPOSAL TWO
APPROVAL OF THE REINCORPORATION OF THE COMPANY FROM THE STATE OF NORTH CAROLINA TO THE STATE OF DELAWARE
We are asking you to approve the reincorporation of Fortran Corporation from the State of North Carolina to the State of Delaware (the “Reincorporation”). If our shareholders approve the proposal, we intend to effect the Reincorporation by converting to a Delaware corporation as provided by North Carolina law and Delaware law. For the reasons discussed below, our Board has unanimously adopted, subject to shareholder approval, the Reincorporation pursuant to a plan of conversion.
Summary
The principal effects of the Reincorporation, if approved by our shareholders and effected, will be that:
• The Company will become subject to Delaware corporation laws, and the Company’s existing articles of incorporation and bylaws will be replaced by a new certificate of incorporation and bylaws, as further described below;
• Following the Reincorporation, the resulting entity (“Fortran DE”) will be the same entity as currently incorporated in the State of North Carolina (“Fortran NC”) and will continue with all of the rights, privileges and powers of Fortran NC, will possess all of the properties of Fortran NC, will continue with all of the debts, liabilities and obligations of Fortran NC and will continue with the same officers and directors of Fortran NC, except for the changes that result from being governed by Delaware law, the new certificate of incorporation and the new bylaws, as further described below;
• If and when the Reincorporation becomes effective, all of the issued and outstanding shares of common stock of Fortran NC will be automatically converted into issued and outstanding shares of common stock of Fortran DE, without any action on the part of our shareholders. We will continue to file periodic reports and other documents with OTC Markets Group Inc. (the “OTC”). The Reincorporation will not change the respective positions of the Company or shareholders under federal securities laws. Shares of our common stock that are freely tradable prior to the Reincorporation will continue to be freely tradable after the Reincorporation, and shares of our common stock that are subject to restrictions prior to the Reincorporation will continue to be subject to the same restrictions after the Reincorporation. For purposes of computing compliance with the holding period requirement of Rule 144 under the Securities Act of 1933, as amended, shareholders will be deemed to have acquired Fortran DE common stock on the date they acquired their shares of Fortran NC common stock;
• The common stock of Fortran DE will continue to be quoted on the OTC with the same trading symbol (“FRTN”);
• Other than a change in corporate domicile, the Reincorporation will not result in any change in the business, physical location, management, assets or liabilities of the Company, nor will it result in any change in location of our current employees, including management, and the officers and directors of Fortran NC will be the same as the officers and directors of Fortran DE;
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• If the Reincorporation is approved and if all four director nominees named in Proposal Three are elected, the four director nominees will be the directors of Fortran DE;
• The name of the Company following the Reincorporation will remain Fortran Corporation; and
• Following the Reincorporation and without any further action on the part of the Company or our shareholders, each option, warrant or other right to acquire shares of Fortran NC common stock outstanding immediately prior to the Reincorporation shall convert into an equivalent option, warrant or other right to acquire, upon the same terms and conditions as were in effect immediately prior to the Reincorporation, the same number of shares of Fortran DE common stock.
Certain Risks Associated with the Reincorporation
Notwithstanding the belief of our Board as to the benefits to our shareholders of the Reincorporation, there can be no assurance that the Reincorporation will result in the benefits discussed in this proxy statement, including the benefits of or resulting from incorporation under Delaware law, the ability to attract and retain qualified directors and officers or certain changes in our corporate governance.
Plan of Conversion
To accomplish the Reincorporation, the Board has adopted a plan of conversion (the “Plan of Conversion”), substantially in the form attached hereto as Appendix A. The Plan of Conversion provides that we will convert into a Delaware corporation and thereafter will be subject to the General Corporation Law of the State of Delaware (the “DGCL”).
Assuming the holders of a majority of our outstanding shares of common stock vote in favor of this Proposal Two, we will cause the Reincorporation to be effected at such time as we determine by filing with (1) the Secretary of State of the State of North Carolina articles of conversion, substantially in the form attached hereto as Appendix B (the “Articles of Conversion”) and (2) the Secretary of State of the State of Delaware (i) the certificate of conversion, substantially in the form attached hereto as Appendix C (the “Certificate of Conversion) and (ii) the Certificate of Incorporation, substantially in the form attached hereto as Appendix D (the “Delaware Certificate”). In addition, if and when the Board effects the Reincorporation, the Board will adopt the Bylaws of Fortran DE (the “Delaware Bylaws”), substantially in the form attached hereto as Appendix E. Approval of this Proposal Two by our shareholders will constitute approval of the Plan of Conversion, the Articles of Conversion, the Certificate of Conversion, the Delaware Certificate, and the Delaware Bylaws.
Notwithstanding the foregoing, the Reincorporation may be delayed by the Board or the Plan of Conversion may be terminated and abandoned by action of the Board at any time prior to the effective time of the Reincorporation, whether before or after approval by the Company’s shareholders, if the Board determines for any reason that such delay or termination would be in the best interests of our Company and its shareholders. If the Reincorporation is approved by our shareholders, the Reincorporation would become effective upon the filing (and acceptance thereof by the Secretary of State of the State of North Carolina) of the Articles of Conversion and the filing (and acceptance thereof by the Secretary of State of the State of Delaware) of the Certificate of Conversion and the Delaware Certificate.
Reasons for Voting for Approval of the Reincorporation from the State of North Carolina to the State of Delaware
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Our Board believes that the Reincorporation is in the best interests of the Company and will help maximize shareholder value by allowing us to be able to draw upon Delaware’s well-established principles of corporate governance in making business and legal decisions. The prominence and predictability of Delaware corporate law provides a reliable foundation on which our governance decisions can be based. We believe that shareholders and the Company will benefit from the responsiveness of Delaware corporate law. Below is a summary of the principal factors the Board considered in electing to pursue the Reincorporation.
Highly Developed and Predictable Corporate Law
Delaware has comprehensive and flexible corporate laws that are revised regularly by the Delaware legislature to meet changing business circumstances. The Delaware legislature is sensitive to issues of corporate law and responsive to developments in modern corporate law. Delaware’s specialized Chancery Court deals almost exclusively with corporate law and has streamlined procedures and processes to provide relatively quick decisions. In addition, the Delaware Supreme Court, the only Delaware appeals court, is highly regarded and currently includes former Vice Chancellors and corporate practitioners. These courts have considerable expertise in dealing with corporate issues and have developed a substantial and influential body of corporate case law. In contrast, North Carolina does not have a similarly robust body of corporate case law and lacks a similar specialized court established to hear only corporate law cases.
More than 66% of the Fortune 500 companies are incorporated in Delaware, resulting in Delaware law and administrative practices being well-known and widely understood. Thus, it is anticipated that our legal affairs and corporate governance will be more efficient, predictable and flexible under Delaware law than they currently are under North Carolina law. In addition, Delaware provides a well-developed body of law defining the fiduciary duties and decision-making processes expected of boards of directors in a variety of contexts, including in evaluating potential and proposed corporate takeover offers and business combinations. Our Board believes that Delaware law will help it protect our strategic objectives, consider fully any proposed takeover and alternatives, and, if appropriate, negotiate terms that maximize the benefits to all of our shareholders.
Enhanced Ability to Attract and Retain Directors and Officers
Our Board believes that the Reincorporation will enhance our ability to attract and retain qualified directors and officers and encourage directors and officers to continue to make independent decisions in good faith on behalf of the Company. We are in a competitive industry and compete for talented individuals to serve on our management team and on our Board. Delaware law is more familiar than North Carolina law to potential director candidates and offers directors and officers greater certainty and stability. Director and officer liability is more extensively addressed in Delaware court decisions and is therefore better defined and better understood than under North Carolina law. We believe that the better understood and comparatively stable corporate environment afforded by Delaware law will enable us to compete more effectively in the recruitment and retention of talented and experienced directors and officers.
Enhanced Ability to Attract Investors
Additionally, in the opinion of the Board, underwriters and other members of the financial services industry may be more willing and better able to assist in capital-raising programs for corporations having the greater flexibility afforded by the DGCL. Certain investment funds, sophisticated investors, and brokerage firms may be more comfortable and more willing to invest in a Delaware corporation than in a corporation incorporated in another U.S. jurisdiction whose corporate laws may be less understood or perceived to be unresponsive to shareholder rights.
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Effects of Reincorporation
Apart from being governed by the Delaware Certificate, the Delaware Bylaws and the DGCL, Fortran DE will effectively be the same entity as Fortran NC. By virtue of the Reincorporation, all rights, privileges, and powers of Fortran NC, all property owned by Fortran NC, all debts owed to Fortran NC, and all other causes of action belonging to Fortran NC immediately prior to the Reincorporation will remain vested in Fortran DE following the Reincorporation. In addition, by virtue of the Reincorporation, all debts, liabilities and duties of Fortran NC immediately prior to the Reincorporation will remain attached to Fortran DE following the Reincorporation. After the Reincorporation, the Company’s principal executive offices will remain located at 3210 16th Avenue S.E., Conover, NC 28613.
Upon effectiveness of the Reincorporation, all shares of common stock of Fortran NC will automatically be converted into shares of common stock of Fortran DE, without any further action on the part of the shareholders. The Reincorporation will have no effect on the transferability of the shares or the trading of the shares of common stock on the OTC under the same trading symbol “FRTN.” We will continue to file periodic reports and other documents as and to the extent required by the rules and regulations of the OTC. Shares of our common stock that are freely tradeable prior to the Reincorporation will continue to be freely tradeable as shares of Fortran DE common stock, and shares of the Company’s common stock that are subject to restrictions prior to the Reincorporation will continue to be subject to the same restrictions as shares of Fortran DE common stock. The Reincorporation will not change the respective positions of the Company or our shareholders under federal securities laws.
Upon effectiveness of the Reincorporation, (1) our directors and officers will become all of the directors and officers of Fortran DE, (2) if the director nominees named in Proposal Three are elected, they will be the directors of Fortran DE and (3) without any further action on the part of the Company or our shareholders, each option, warrant or other right to acquire shares of Fortran NC common stock outstanding immediately prior to the Reincorporation shall convert into an equivalent option, warrant or other right to acquire, upon the same terms and conditions as were in effect immediately prior to the Reincorporation, the same number of shares of Fortran DE common stock.
We believe that the Reincorporation will not affect any of our material contracts with any third parties, and that our rights and obligations under such material contractual arrangements will continue as our rights and obligations after the Reincorporation.
Effect of Vote for Reincorporation
A vote in favor of the Reincorporation is a vote in favor of the Plan of Conversion, the Articles of Conversion, the Certificate of Conversion, the Delaware Certificate and the Delaware Bylaws.
Effect of Not Obtaining Required Vote for Approval
If we fail to obtain the requisite vote of our shareholders for approval of the Reincorporation, the Reincorporation will not be consummated and we will continue to be incorporated under the laws of the State of North Carolina, the North Carolina articles of incorporation and the current bylaws of Fortran NC.
Amendments, Termination, Abandonment of the Plan of Conversion and Related Documents
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The Plan of Conversion, Articles of Conversion, Certificate of Conversion, Delaware Certificate and Delaware Bylaws may be amended or modified by the Board prior to effecting the Reincorporation, provided that the Board determines that such amendment would be in the best interests of Fortran NC and our shareholders, and provided further that, if shareholder approval has been obtained, the amendment does not alter or change (1) the amount or kind of shares or other securities to be received hereunder by the shareholders of the Company, (2) any term of the Delaware Certificate or the Delaware Bylaws, other than changes permitted to be made without shareholder approval by the DGCL, or (3) any of the terms and conditions of the Plan of Conversion, Articles of Conversion, Certificate of Conversion, Delaware Certificate or Delaware Bylaws in a manner that adversely affects our shareholders.
The Reincorporation may be delayed by the Board, or the Plan of Conversion may be terminated and abandoned by action of the Board, at any time prior to the effective time of the Reincorporation, whether before or after approval by our shareholders, if the Board determines for any reason that such delay or termination would be in the best interests of Fortran NC and our shareholders.
Material U.S. Federal Income Tax Consequences of the Reincorporation to U.S. Holders
The discussion of U.S. federal income tax consequences set forth below is for general information only and does not purport to be a complete discussion or analysis of all potential tax consequences that may apply to a shareholder. Shareholders are urged to consult their tax advisors to determine the particular tax consequences of the Reincorporation, including the applicability and effect of federal, state, local, foreign and other tax laws.
The Reincorporation provided for in the Plan of Conversion is intended to be a tax-free reorganization under Section 368(a) of the Internal Revenue Code. Assuming the Reincorporation qualifies as a reorganization, no gain or loss will be recognized to the holders of our capital stock as a result of consummation of the Reincorporation, and no gain or loss will be recognized by us. You will have the same basis in the Fortran DE common stock received by you pursuant to the Reincorporation as you have in the shares of Fortran NC common stock held by you as of immediately prior to the time the Reincorporation is consummated. Your holding period with respect to Fortran DE common stock will include the period during which you held the corresponding shares of Fortran NC common stock, provided the latter was held by you as a capital asset at the time of consummation of the Reincorporation.
Accounting Treatment
We expect that the Reincorporation will have no effect from an accounting perspective because there is no different entity as a result of the Reincorporation. As such, our financial statements previously filed with the OTC will remain our financial statements following the Reincorporation.
Regulatory Approvals
The Reincorporation will not be consummated until after shareholder approval is obtained. We will obtain all required consent of government authorities, including the filing of the Articles of Conversion, the Certificate of Conversion and the Delaware Certificate.
Dissenters’ or Appraisal Rights
Our shareholders will not be entitled to dissenters’ rights or appraisal rights as a result of the Reincorporation.
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Comparison of Shareholder Rights Before and After the Reincorporation
Although the Delaware Certificate and the Delaware Bylaws contain many similar provisions to the current articles of incorporation and bylaws of Fortran NC, they also include certain provisions that are different from the provisions contained in Fortran NC’s current articles of incorporation (the “Fortran NC Articles”) and bylaws (the “Fortran NC Bylaws”). The following discussion briefly summarizes some of the changes resulting from the Reincorporation and the significant differences between the North Carolina Business Corporation Act (the “NCBCA”), the Fortran NC Articles and Fortran NC Bylaws and the DGCL, the Delaware Certificate and the Delaware Bylaws. The foregoing summary does not purport to be a complete statement of the respective rights of holders of our common stock and Fortran DE common stock and is qualified in its entirety by reference to the NCBCA and DGCL, respectively, and to the Fortran NC Articles and Fortran NC Bylaws and the Delaware Certificate and the Delaware Bylaws, respectively. A matrix that compares many of the most important differences between North Carolina and Delaware laws can be found below.
Provision
Amendment of Charter Documents
NCBCA and Fortran NC Articles and Fortran NC Bylaws
Under the NCBCA, an amendment to the articles after shares are issued must be sent to the shareholders for approval with a recommendation that the shareholders approve, subject to certain exceptions. The board of directors may determine that a recommendation should not be sent because of a conflict of interest; if so, the board of directors must communicate the basis for that determination to the shareholders with the amendment. Unless the NCBCA, the articles of incorporation, a bylaw adopted by the shareholders, or the board of directors require a greater vote or a vote by a voting group, the amendment to be adopted must be approved by a majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create appraisal rights and the votes required by NCBCA Sections 55-7-25 and 55-7-26 by every other voting group entitled to vote on the amendment. NCBCA Section 55- 10-03.
The Fortran NC Articles authorizes 50,000,000 shares of common stock and 10,000,000 shares of preferred stock.
DGCL and Delaware Certificate and Delaware Bylaws
Delaware law requires the adoption of a resolution by the corporation’s board of directors followed by the affirmative vote of the majority of shares present in person or represented by proxy and entitled to vote to approve any amendment to the certificate of incorporation, unless a greater percentage vote is required by the certificate of incorporation. Where a separate vote by class or series is required, the affirmative vote of a majority of the shares of such class or series is required unless the certificate of incorporation requires a greater percentage vote. Further, Delaware law states that if an amendment would (1) increase or decrease the aggregate number of authorized shares of a class, (2) increase or decrease the par value of shares of a class, or (3) alter or change the powers, preferences or special rights of a particular class or series of stock so as to affect them adversely, the class or series so affected shall be given the power to vote as a class notwithstanding the absence of any specifically enumerated power in the certificate of incorporation. DGCL Section 242.
The Delaware Certificate authorizes 50,000,000 shares of common stock and 5,000,000 shares of preferred
Authorized Capital Stock
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Amendment of Bylaws
A corporation’s board of directors may amend or repeal bylaws, except to the extent provided in the bylaws or articles of incorporation, and except that a bylaw adopted, amended or repealed by the shareholders may not be readopted, amended or repealed by the board of directors if neither the articles of incorporation nor bylaws adopted by shareholders authorizes the board of directors to adopt, amend or repeal. NCBCA Section 55-10-20 et seq.
The Fortran NC Bylaws state that (1) the bylaws may be altered, amended or repealed by the affirmative vote of a majority of the voting stock issued and outstanding at any regular or special meeting of the shareholders and (2) the board of directors shall have the power to make, alter, amend and repeal the bylaws of the Company; however, any such alteration, amendment, or repeal of the bylaws may be changed or repealed by the holders of a majority of the stock entitled to vote at any shareholders meeting.
A corporation must have at least one director and may provide in its articles of incorporation or in its bylaws for a fixed number of directors and for the manner in which the number of directors may be increased or decreased. Unless otherwise provided in the articles of incorporation or bylaws, directors need not be shareholders. NCBCA Sections 55-8-02 and 55-8-03.
The Fortran NC Bylaws do not change this statutory rule.
According to the NCBCA, unless the articles of incorporation provide otherwise, if a vacancy occurs on the board of directors, including, without limitation, a vacancy resulting from an
stock.
The power to adopt, amend, or repeal the bylaws of a corporation shall be vested in the stockholders entitled to vote, provided that the corporation in its certificate of incorporation may confer such power on the board of directors, although the power vested in the stockholders is not divested or limited where the board of directors also has such power. DGCL Section 109.
The Delaware Certificate expressly authorizes the board of directors to adopt, amend or repeal the Delaware Bylaws. The Delaware Bylaws also state that the board of directors is expressly empowered to adopt, amend or repeal the bylaws.
The board of directors of a corporation shall consist of one or more members, each of whom shall be a natural person. The number of directors shall be fixed by, or in the manner provided in, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the certificate. DGCL Section 141.
The Delaware Certificate (which does not fix the number of directors) and Delaware Bylaws do not change this statutory rule.
All vacancies on the board of directors of a Delaware corporation may be filled by a majority of the remaining directors, though less than a quorum, unless the certificate of incorporation
Number of Directors
Filling Vacancies on the Board of Directors
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Removal of Directors
North Carolina provides that, unless otherwise provided in the articles of incorporation, the directors may be removed with or without cause by the affirmative vote of a majority of the votes entitled to be cast at any election of directors. If cumulative voting is used, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him. A director may also be removed by a judicial proceeding brought by the
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increase in the number of directors or from the failure by the shareholders to elect the full authorized number of directors: (1) the shareholders may fill the vacancy; (2) the board of directors may fill the vacancy; or (3) if the directors remaining in office constitute fewer than a quorum of the board of directors, they may fill the vacancy by the affirmative vote of a majority of all the directors, or by the sole director, remaining in office. NCBCA Section 55-8-10.
The Fortran NC Bylaws are consistent with the NCBCA.
provides otherwise. Unless otherwise provided in the certificate of incorporation, the board of directors may fill the vacancies for the remainder of the term of office of the resigning director or directors. Further, if, at the time of filling any vacancy, the directors then in office shall constitute less than a majority of the whole board, the Delaware Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. DGCL Section 223.
The Delaware Bylaws are consistent with the DGCL. However, the DGCL provides greater protection to the Company’s stockholders by permitting stockholders representing at least 10% of the issued and outstanding shares to apply to the Delaware Court of Chancery to have an election of directors in the situation where the directors in office constitute less than a majority of the whole board of directors.
Any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as follows: (1) unless the certificate of incorporation otherwise provides, in the case of a corporation whose board of directors is classified stockholders may effect such removal only for cause; or (2) in the case of a corporation having cumulative voting, if less than the entire board of directors is to be removed, no director may be removed without cause if the votes cast against such director’s removal would be sufficient to elect

Board Action by Written Consent
corporation or by its shareholders holding at least ten percent (10%) of the outstanding shares of any class if the court finds: (1) the director engaged in fraudulent or dishonest conduct; and (2) removal is in the best interests of the corporation. NCBCA Sections 55-8-08 and 55-8-09.
Under the Fortran NC Bylaws, directors may be removed at a meeting of shareholders called expressly for that purpose by a vote of the holders of a majority of shares then entitled to vote at an election of such shareholders.
North Carolina law provides that, unless the articles of incorporation or bylaws provide otherwise, any action required or permitted to be taken at a meeting of the board of directors or of a committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all the members of the board or committee. NCBCA Section 55-8-21.
The Fortran NC Bylaws are consistent with the NCBCA.
According to North Carolina law, a conflict of interest transaction is not voidable by the corporation solely because of the director’s interest in the transaction if any one of the following is true: (1) the material facts of the transaction and the director’s interest were disclosed or known to the board of directors or a committee of the board of directors and the board of directors or committee authorized, approved or ratified the transaction; (2) the material facts of the transaction and the director’s interest were disclosed or known to the
such director if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which such director is a part. DGCL Section 141.
The Delaware Bylaws provide that (1) a director may be removed from office by the stockholders of the corporation with or without cause; and (2) no reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.
Delaware law provides that, unless the certificate of incorporation or bylaws provide otherwise, any action required or permitted to be taken at a meeting of the board of directors or of any committee thereof may be taken without a meeting if all members of the board of directors or committee consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board of directors or committee. DGCL Section 141.
The Delaware Bylaws are consistent with the DGCL.
Delaware law provides that no contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other entity of which one or more of its directors or officers are directors or officers, or in which one or more of its directors or officers have a financial interest, is void or voidable if (1) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or known to the board of directors or a
Interested Party Transaction
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Shareholder Voting
- Quorum
North Carolina law provides that a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. However, the corporation’s articles or bylaws adopted by shareholders may provide for a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is provided in North Carolina law. NCBCA Sections 55-7-25 and 55-7-27.
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shareholders entitled to vote and they authorized, approved or ratified the transaction; or (3) the transaction was fair to the corporation. NCBCA Section 55-8-31.
committee thereof, which authorizes the contract or transaction in good faith by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; (2) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or known to the stockholders entitled to vote thereon and the contract or transaction is specifically approved in good faith by the stockholders; or (3) the contract or transaction is fair to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee thereof or the stockholders. DGCL Section 144.
The certificate of incorporation or bylaws may specify the number of shares and/or the amount of other securities having voting power the holders of which shall be present or represented by proxy at any meeting in order to constitute a quorum for, and the votes that shall be necessary for, the transaction of any business, but in no event shall a quorum consist of less than 1/3 of the shares entitled to vote at the meeting, except that, where a separate vote by a class or series or classes or series is required, a quorum shall consist of no less than 1/3 of the shares of such class or series or classes or series. In the absence of such specification in the certificate of incorporation or bylaws: (1) a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders; (2) in all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders; (3) directors shall be elected by a plurality of the votes of the shares present in person or

Annual Meetings of Shareholders
The Fortran NC Bylaws are consistent with the NCBCA.
Under the NCBCA, a corporation shall hold an annual meeting of shareholders at a time stated in or fixed in accordance with the bylaws.
The Fortran NC Bylaws are consistent with the NCBCA.
Under North Carolina law, action may be taken without a meeting and without prior notice (with some exceptions) if the action is taken by all the shareholders entitled to vote on the
represented by proxy at the meeting and entitled to vote on the election of directors; and (4) where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, in all matters other than the election of directors, the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series. A bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the board of directors. DGCL Section 216.
Consistent with the DGCL, the Delaware Bylaws state that the holders of a majority of the voting power of the capital stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business.
Annual meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws. DGCL Section 211.
The Delaware Certificate and Delaware Bylaws state that the annual meetings of the stockholders may be called at any time by the board of directors.
Delaware law provides that, unless the certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the stockholders may be taken without
Shareholder Action
by Written Consent
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Advance Notice Provisions
action or, if so provided in the articles of incorporation that it is not a public corporation at the time the action is taken, by shareholders having not less than a minimum number of votes that would be necessary to take the action at a meeting at which all shareholders entitled to vote were present and voted. NCBCA Section 55-7-04.
The Fortran NC Bylaws state that any action required or which may be taken at a meeting of shareholders of the corporation, may be taken at a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.
The Fortran NC Bylaws do not provide for advance notice of shareholder proposals.
a meeting if the holders of outstanding stock having at least the minimum number of votes that would be necessary to authorize or take such action at a meeting consents to the action in writing. In addition, Delaware law requires the corporation to give prompt notice of the taking of corporate action without a meeting by less than unanimous written consent to those stockholders who did not consent in writing. DGCL Section 228.
The Delaware Certificate and Delaware Bylaws allow stockholders to act by written consent.
Delaware law permits a corporation to include in its bylaws provisions requiring advance notice of shareholder proposals.
The Delaware Bylaws provide that advance notice of a stockholder’s proposal or director nominee must be delivered to the secretary at the company’s principal executive offices not less than forty-five (45) days nor more than seventy-five (75) days prior to the one-year anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not earlier than the one hundred twentieth (120th) day prior to such annual meeting and not later than the later of (1) the ninetieth (90th) day prior to such annual meeting, or (2) the tenth (10th) day following the day on which public disclosure of the date of such annual meeting was first made.
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Effect of Failure to
Hold an Annual Meeting of Shareholders
Under North Carolina law, if, on application of any shareholder, the corporation has not held an annual meeting within 15 months of its prior annual meeting, or the corporation does not hold a special meeting demanded by the shareholders, then the superior court of the county where a corporation’s principal office (or, if none in this State, its registered office) is located may summarily order a meeting to be held. NCBCA Section 55-7-03.
The Fortran NC Bylaws do not change this statutory rule.
A Director’s personal liability for monetary damages for breach of a duty may be limited or eliminated only to the extent permitted in the articles of incorporation and the NCBCA. NCBCA Section 55-2-02.
If an annual meeting for election of directors is not held on the date designated or an action by written consent to elect directors in lieu of an annual meeting has not been taken within 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the organization of the corporation, its last annual meeting or the last action by written consent to elect directors in lieu of an annual meeting, the Court of Chancery may summarily order a meeting to be held upon the application of any stockholder or director. DGCL Section 211.
The Delaware Bylaws do not change this statutory rule. As between North Carolina law and Delaware law, Delaware law provides for a shorter interval than North Carolina law (13 months versus 15 months) before a stockholder can apply to a court to order a meeting for the election of directors.
Under Delaware law, if a corporation’s certificate of incorporation so provides, the personal liability of a director for breach of fiduciary duty as a director may be eliminated or limited. A corporation’s certificate of incorporation, however, may not limit or eliminate a director’s personal liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (2) for acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law; (3) for the payment of unlawful dividends, stock repurchases or redemptions; or (4) for any transaction in which the director received an improper personal benefit. DGCL Section 102.
Limitation on Director Liability
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Consistent with this statutory rule, the

Indemnification
Under North Carolina law, a corporation may indemnify an individual made a party to a proceeding because he is or was a director against liability if (1) he conducted himself in good faith; and (2) he reasonable believed (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests, and (ii) in all other cases, that his conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. A corporation may not indemnify a director: (1) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (2) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. Unless provided otherwise in the articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding. NCBCA Sections 55-8-50 through 55-8- 58.
Delaware Certificate and the Delaware Bylaws limit the personal liability of a director for breach of fiduciary duty as permitted under the DGCL.
A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if: (1) the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation; and (2) with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. With respect to actions by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit is brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court shall deem proper. A director or officer who is successful, on the merits or otherwise in defending any proceeding subject to
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Declaration and Payment of Dividends
The Fortran NC Bylaws are consistent with the NCBCA.
North Carolina law provides that a board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and so long as: (1) the corporation is able to pay its debts as they become due in the usual course of business; or (2) the corporation’s total assets are more or equal to the sum of its total liabilities (unless the articles of incorporation permit otherwise) plus the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution. NCBCA Section 55-6-40.
The Fortran NC Bylaws provide that dividends may be declared by the Board and paid by the corporation out of the unreserved and unrestricted earned surplus or out of the unreserved and unrestricted net earnings of the current fiscal year, or in treasury shares of the corporation, subject to certain conditions and limitations.
the Delaware corporate statutes’ indemnification provisions shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. DGCL Section 145.
The Delaware Certificate and the Delaware Bylaws are consistent with the DGCL.
Subject to any restriction contained in a corporation’s certificate of incorporation, the board of directors may declare, and the corporation may pay, dividends or other distributions upon the shares of its capital stock either (1) out of “surplus”; or (2) in the event that there is no surplus, out of the net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Dividends may not be paid if the capital of the corporation is less than the total amount of capital represented by the outstanding stock of all classes having a preference upon the distribution of assets. “Surplus” is defined as the excess of the net assets of the corporation over the amount determined to be the capital of the corporation by the board of directors (which amount cannot be less than the aggregate par value of all issued shares of capital stock). DGCL Sections 154, 170.
The Delaware Bylaws provide that the board of directors, subject to any restrictions contained in the certificate of incorporation or applicable law, may declare and pay dividends upon the shares of the corporation’s capital stock. Dividends may be paid in cash, in property or in shares of the corporation’s capital stock, subject to the provisions of the certificate of incorporation. The board of directors may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any
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Business Combinations
Unless provided otherwise in the bylaws or articles of incorporation, a plan of merger to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group, and a merger shall be deemed to be a share exchange. North Carolina requires the affirmative vote of the holders of ninety-five percent (95%) of the voting shares to adopt or authorize a business combination with any other entity if the other entity is the beneficial owner of more than twenty percent (20%) of the voting shares of the corporation. For a sale of all or substantially all assets, otherwise than in the usual and regular course of business, the board of directors must recommend the proposed transaction to the shareholders unless the board of directors determines otherwise, and the shareholders entitled to vote must approve the transaction. NCBCA Sections 55-11-03, 55-12-02 and 55-9-02.
purpose and may abolish any such purpose.
Delaware law prohibits, in certain circumstances, a “business combination” between the corporation and an “interested stockholder” within three years of the stockholder becoming an “interested stockholder.” Generally, an “interested stockholder” is a holder who, directly or indirectly, controls 15% or more of the outstanding voting stock or is an affiliate of the corporation and was the owner of 15% or more of the outstanding voting stock at any time within the three-year period prior to the date upon which the status of an “interested stockholder” is being determined. A “business combination” includes a merger or consolidation, a sale or other disposition of assets having an aggregate market value equal to 10% or more of the consolidated assets of the corporation or the aggregate market value of the outstanding stock of the corporation and certain transactions that would increase the interested stockholder’s proportionate share ownership in the corporation. This provision does not apply where, among other things, (1) the transaction which resulted in the individual becoming an interested stockholder is approved by the corporation’s board of directors prior to the date the interested stockholder acquired such 15% interest; (2) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the outstanding voting stock of the corporation at the time the transaction commenced; or (3) at or after the date the person becomes an interested stockholder, the business combination is approved by a majority of the board of directors of the corporation and an affirmative vote of at least 66 2/3% of the outstanding voting stock at an annual meeting and
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The Fortran NC Articles and Fortran NC Bylaws do not change this statutory rule.
Required Vote of Shareholders
not by written consent, excluding stock owned by the interested stockholder. This provision also does not apply if a stockholder acquires a 15% interest inadvertently and divests itself of such ownership and would not have been a 15% stockholder in the preceding three years but for the inadvertent acquisition of ownership. DGCL Section 203.
The Delaware Certificate and the Delaware Bylaws do not change this statutory rule.
Approval of the Reincorporation from the State of North Carolina to the State of Delaware requires the affirmative vote of a majority of the Company’s outstanding common stock.
Recommendation of the Board
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE REINCORPORATION FROM THE STATE OF NORTH CAROLINA TO THE STATE OF DELAWARE.
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PROPOSAL THREE ELECTION OF DIRECTORS
Our Board has fixed the number of directors at five. Directors are elected annually and hold office until the next annual meeting of shareholders and/or until their respective successors are duly elected and qualified. It is intended that the proxies solicited by our Board will be voted “FOR” election of the following four nominees unless a contrary instruction is made on the proxy: Brett Bertolami, Dayne L. Miller, Douglas L. Miller and Glenn E. Withers. If, for any reason, one or more of the nominees is unavailable as a candidate for director, an event that is not expected, the person named in the proxy will vote for another candidate or candidates nominated by our Board. All of the nominees for director are, at present, directors of Fortran Corporation.
If the four nominees are elected, there will be four directors serving on our Board following the Annual Meeting, leaving one vacancy to be filled by either our Board or our shareholders. In addition, if the four nominees are elected and the Reincorporation is approved, the four elected directors will be the directors of Fortran DE. Notwithstanding the vacancy, under no circumstances may a proxy be voted in favor of a greater number of persons than the number of nominees named above. We believe leaving a vacant seat on our Board is in the best interests of our Company since it permits our Board to elect a director to the Board before the 2020 annual meeting should we identify a candidate who has qualification, which would enhance our Board’s capabilities and/or who would further the Company’s relationships in the communities we serve. Our Board has not currently identified any such candidate, and by creating this vacancy, it does not necessarily mean any appointment will be made before the 2020 annual meeting.
Required Vote of Shareholders
The four nominees receiving the highest number of affirmative votes of the outstanding shares of our common stock, present at the Annual Meeting in person or by proxy and entitled to vote, will be elected as directors to serve until the next annual meeting of shareholders and/or until their successors are duly elected and qualified. Votes against a candidate, abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present for this proposal but will not be included in the vote totals for this proposal and, therefore, will have no effect on the vote.
Recommendation of the Board
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF
EACH OF THE FOUR DIRECTOR NOMINEES LISTED ABOVE.
INFORMATION ABOUT OUR BOARD AND RELATED MATTERS Directors and Director Nominees
The following table sets forth certain information regarding our directors and director nominees as of November 7, 2019:
Name Age
Brett Bertolami 50 Dayne L. Miller 54
Positions Held
Vice President, Vice Chairman of the Board, Director and Director Nominee
Chief Financial Officer, Assistant Secretary, Director and Director Nominee
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Douglas L. Miller 58 Director and Director Nominee
Glenn E. Withers 71 President, Chief Executive Officer, Chairman of the Board,
Director and Director Nominee
Family Relationships
Our executive officers are appointed by, and serve at the discretion of, our Board. There are no family relationships among any of our directors or executive officers.
Board Composition
Our directors hold office until their successors have been elected and qualified or until the earlier of their resignation or removal.
Our bylaws provide that the authorized number of directors may be changed by amending the bylaws. Our bylaws also provide that any vacancy on our Board, including a vacancy resulting from an expansion of our Board, may be filled only by vote of a majority of our directors then in office, although less than a quorum or by a sole remaining director.
Communications with the Board
In cases where shareholders or other interested parties wish to communicate directly with our non-management directors, messages can be sent to Fortran Corporation, 3210 16th Avenue S.E., Conover, North Carolina 28613, Attention: Corporate Secretary. Our corporate secretary monitors these communications and will forward to our designated legal counsel to provide a summary of all received messages to the Board at each regularly scheduled meeting. Where the nature of a communication warrants, our designated legal counsel, may determine, in his or her judgment, to obtain the more immediate attention of the appropriate non-management director, of independent advisors or of our management, as our designated legal counsel considers appropriate. Our designated legal counsel may decide in the exercise of his or her judgment whether a response to any shareholder or interested party communication is necessary. This procedure for shareholder and other interested party communications with the non-management directors is administered by our Board.
OTHER MATTERS
Our Board knows of no other matters to be brought before the Annual Meeting. However, if other matters should come before the Annual Meeting, it is the intention of the persons named in the proxy to vote such proxy in accordance with his or her judgment on such matters.
OTHER INFORMATION
Shareholder Proposals
Any shareholder proposal intended to be presented at the 2020 annual meeting of shareholders must be received by us not later than July 11, 2020 for inclusion in our Proxy Statement and form of proxy card for that meeting. Notices of shareholder proposals relating to proposals to be presented at the annual meeting but not included in our Proxy Statement and form of proxy, will be considered untimely, and thus our proxy may confer discretionary authority on the persons named in the proxy with regard to such proposals, if received after July 11, 2020.
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Annual Report
A copy of our Annual Report for the fiscal year ended June 30, 2019 contains financial data and other information about us and can be found at the following website address: https://www.otcmarkets.com/stock/FRTN/disclosure. The Annual Report is not incorporated into this Proxy Statement and is not deemed to be a part of our proxy solicitation materials. In addition, all of our public filings, including our Annual Report, can be found free of charge on the website of the OTC Markets Group at https://www.otcmarkets.com/.
ALL SHAREHOLDERS ARE URGED TO COMPLETE, SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE.
Forward-Looking Statements
All statements included or incorporated by reference in this Proxy Statement other than statements or characterizations of historical fact, are forward-looking statements, within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. These forward- looking statements are based on our current expectations, estimates and projections about our business and industry, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement. The forward-looking statements in this Proxy Statement speak only as of this date. We undertake no obligation to revise or update publicly any forward-looking statement for any reason, except as required by law.
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FORM OF
PLAN OF CONVERSION
OF
FORTRAN CORPORATION, A NORTH CAROLINA CORPORATION TO
FORTRAN CORPORATION, A DELAWARE CORPORATION
THIS PLAN OF CONVERSION (this “Plan of Conversion”), dated as of , 2019, is hereby adopted and approved by Fortran Corporation, a North Carolina corporation (the “Company”), in order to set forth the terms, conditions and procedures governing the conversion of the Company from a North Carolina corporation to a Delaware corporation pursuant to Section 265 of the Delaware General Corporation Law, as amended (the “DGCL”), and Sections 55-11A-10 through 55-11A-13 of the North Carolina Business Corporation Act (the “NCBCA”).
WITNESSETH
WHEREAS, the Company is a corporation duly organized and in good standing under the laws of the State of North Carolina;
WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and its shareholders for the Company to convert to a Delaware corporation pursuant to Section 265 of the DGCL and Sections 55-11A-10 through 55-11A-13 of the NCBCA and upon the terms and conditions and in accordance with the procedures set forth herein, and the Board of Directors has authorized and approved the Conversion (as defined below) and the execution, delivery and filing of any and all instruments, certificates and documents necessary or desirable in connection therewith; and
WHEREAS, the Board of Directors of the Company has authorized, approved and adopted the form, terms and provisions of this Plan of Conversion and has directed that this Plan of Conversion be submitted to the shareholders of the Company for their consideration and approval.
NOW, THEREFORE, the Company does hereby adopt this Plan of Conversion as follows:
1. CONVERSION; EFFECT OF CONVERSION.
(a) Subject to the approval of the shareholders of the Company in accordance with the applicable provisions of Sections 55-11A-10 through 55-11A-13 of the NCBCA regarding conversions, the Company shall convert (the “Conversion”) from a North Carolina corporation to a Delaware corporation (the “Converted Company”) and shall thereafter be subject to all of the provisions of the DGCL, except that, notwithstanding Section 106 of the DGCL, the existence of the Corporation shall be deemed to have commenced on the date the Company commenced its existence in the State of North Carolina.
(b) At the Effective Time, by virtue of the Conversion and without any further action on the part of the Company or its shareholders, the Converted Company shall, for all purposes of the laws of the State of Delaware and the State of North Carolina, be deemed to be the same entity as the Company. At the Effective Time, by virtue of the Conversion and without any further action on the part of the Company or its shareholders, for all purposes of the laws of the State of Delaware and the State of North Carolina, all of the rights, privileges and powers of the Company, and all property, real, personal and mixed, and all debts due to the Company, as well as all other things and causes of action belonging to the Company, shall remain vested in the Converted Company and shall be the property of the Converted Company and the title to any real property vested by deed or otherwise in the Company shall not revert or be in any way impaired
APPENDIX A
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by reason of the Conversion; but all rights of creditors and all liens upon any property of the Company shall be preserved unimpaired, and all debts, liabilities and duties of the Company shall remain attached to the Converted Company at the Effective Time, and may be enforced against the Converted Company to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by the Converted Company in its capacity as a corporation of the State of Delaware. The rights, privileges, powers and interests in property of the Company, as well as the debts, liabilities and duties of the Company, shall be deemed, as a consequence of the Conversion, to have been transferred to the Converted Company at the Effective Time for any purpose of the laws of the State of Delaware and the State of North Carolina.
(c) The Company shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the Conversion shall not be deemed a dissolution of the Company and shall constitute a continuation of the existence of the Company in the form of a Delaware corporation. The Converted Company is the same entity as the Company. The Conversion shall not be deemed to affect any obligations or liabilities of the Company incurred prior to the Conversion or the personal liability of any person incurred prior to the Conversion.
(d) At the Effective Time, the name of the Converted Company shall be: Fortran Corporation.
(e) The Company intends for the Conversion to constitute a reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended, and for this Plan of Conversion to constitute a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g).
2. FILINGS.
As soon as practicable following the date hereof, the Company shall cause the Conversion to be effective by:
(a) executing and filing (or causing to be executed and filed) Articles of Conversion pursuant to Section 55-11A-12 of the NCBCA in a form reasonably acceptable to any officer of the Company (the “North Carolina Articles of Conversion”) with the North Carolina Secretary of State;
(b) executing and filing (or causing to be executed and filed) a Certificate of Conversion pursuant to Sections 103 and 265 of the DGCL in a form reasonably acceptable to any officer of the Company (the “Delaware Certificate of Conversion”) with the Delaware Secretary of State; and
(c) executing, acknowledging and filing (or causing to be executed, acknowledged and filed) a Certificate of Incorporation of Fortran Corporation substantially in the form set forth on Exhibit A hereto (the “Delaware Certificate of Incorporation”) with the Delaware Secretary of State.
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3. EFFECTIVE TIME. The Conversion shall become effective upon the filing and effectiveness of the North Carolina Articles of Conversion, the Delaware Certificate of Conversion and the Delaware Certificate of Incorporation with the applicable secretary of state (the time of the effectiveness of the Conversion, the “Effective Time”).
4. EFFECT OF CONVERSION ON SHARES OF STOCK OF THE COMPANY.
(a) Subject to the terms and conditions of this Plan of Conversion, at the Effective Time, automatically by virtue of the Conversion and without any further action on the part of the Company, the Converted Company or any holder of Company Common Stock (as defined below), every one (1) share of common stock, no par value per share, of the Company (the “Company Common Stock”) immediately prior to the Effective Time shall be converted into and become one (1) share of common stock, $0.0001 par value per share, of the Converted Company (the “Converted Company Common Stock”), and as of the Effective Time each such share of Converted Company Common Stock shall be duly and validly issued, fully paid and nonassessable. Immediately following the Effective Time, the Company Common Stock shall cease to exist, and the holder of any the Company Common Stock immediately prior to the Effective Time shall cease to have any rights with respect thereto.
(b) From and after the Effective Time, all of the outstanding certificates which prior to that time represented shares of capital stock of the Company shall be deemed for all purposes to evidence ownership and to represent the shares of capital stock of the Converted Company into which such shares of the Company represented by such certificates have been converted as herein provided. The registered owner on the books and records of the Company or its transfer agent of any such outstanding stock certificate shall, until such certificate shall have been surrendered for transfer or otherwise accounted for to the Converted Company or its transfer agent, have and be entitled to exercise any voting and other rights with respect to and to receive any dividend and other distributions upon the shares of capital stock of the Converted Company evidenced by such outstanding certificates as above provided.
5. EFFECT OF CONVERSION ON OUTSTANDING OPTIONS, WARRANTS AND OTHER RIGHTS. Upon the terms and subject to the conditions of this Plan of Conversion, at the Effective Time, by virtue of the Conversion and without any further action on the part of the Company or its shareholders, each option, warrant or other right to acquire shares of Company Common Stock outstanding immediately prior to the Effective Time shall convert into an equivalent option, warrant or other right to acquire, upon the same terms and conditions as were in effect immediately prior to the Effective Time, the same number of shares of Converted Company Common Stock.
6. FILING, LICENSES, PERMITS, TITLED PROPERTY, ETC. As necessary, following the Effective Time, the Converted Company shall apply for new qualifications to conduct business (including as a foreign corporation), licenses, permits and similar authorizations on its behalf and in its own name in connection with the Conversion and to reflect the fact that it is a corporation duly formed and validly existing under the laws of the State of Delaware. As required or appropriate, following the Effective Time, all real, personal or intangible property of the Company which was titled or registered in the name of the Company shall be re-titled or re-registered, as applicable, in the name of the Converted Company by appropriate filings or notices to the appropriate party (including, without limitation, any applicable governmental agencies).
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7. FURTHER ASSURANCES. If, at any time after the Effective Time, the Converted Company shall determine or be advised that any deeds, bills of sale, assignments, agreements, documents or assurances or any other acts or things are necessary, desirable or proper, consistent with the terms of this Plan, (a) to vest, perfect or confirm, of record or otherwise, in the Converted Company its right, title or interest in, to or under any of the rights, privileges, immunities, powers, purposes, franchises, properties or assets of the Company, or (b) to otherwise carry out the purposes of this Plan of Conversion, the Converted Company, its officers and directors and the designees of its officers and directors, are hereby authorized to solicit in the name of the Converted Company any third-party consents or other documents required to be delivered by any third-party, to execute and deliver, in the name and on behalf of the Converted Company all such deeds, bills of sale, assignments, agreements, documents and assurances and do, in the name and on behalf of the Converted Company, all such other acts and things necessary, desirable or proper to vest, perfect or confirm its right, title or interest in, to or under any of the rights, privileges, immunities, powers, purposes, franchises, properties or assets of the Company and otherwise to carry out the purposes of this Plan of Conversion.
8. EFFECT OF CONVERSION ON DIRECTORS AND OFFICERS. The members of the Board of Directors of the Company and the officers of the Company immediately prior to the Effective Time shall continue in office following the Effective Time as the directors and officers of the Converted Company, respectively, until the expiration of their respective terms of office and until their successors have been duly elected and have qualified, or until their earlier death, resignation or removal.
9. DELAWARE BYLAWS. To the fullest extent permitted by law, at the Effective Time, the bylaws of the Converted Company shall be substantially in the form set forth on Exhibit B hereto (the “Delaware Bylaws”), and the Board of Directors of the Converted Company shall approve and ratify the Delaware Bylaws as promptly as practicable following the Effective Time.
10. IMPLEMENTATION AND INTERPRETATION. This Plan shall be implemented and interpreted, prior to the Effective Time, by the Board of Directors of the Company and, upon the Effective Time, by the Board of Directors of the Converted Company, (a) each of which shall have full power and authority to delegate and assign any matters covered hereunder to any other party(ies), including, without limitation, any officers of the Company or the Converted Company, as the case may be, and (b) the interpretations and decisions of which shall be final, binding, and conclusive on all parties.
11. AMENDMENT. This Plan may be amended or modified by the Board of Directors of the Company at any time prior to the Effective Time, provided that such an amendment shall not alter or change (a) the amount or kind of shares or other securities to be received hereunder by the shareholders of the Company, (b) any term of the Certificate of Incorporation or the Bylaws, other than changes permitted to be made without shareholder approval by the DGCL, or (c) any of the terms and conditions of this Plan if such alteration or change would adversely affect the shareholders of the Company.
12. TERMINATION OR DEFERRAL. At any time prior to the Effective Time, (a) this Plan of Conversion may be terminated and the Conversion may be abandoned by action of the Board of Directors of the Company, notwithstanding the approval of this Plan by the shareholders of the Company, and (b) the consummation of the Conversion may be deferred for a reasonable period of time if, in the opinion of the Board of Directors of the Company, such action would be in the best interests of the Company and its shareholders. In the event of termination of this Plan of Conversion, this Plan of Conversion shall become void and of no effect and there shall be no liability on the part of the Company, its Board of Directors or shareholders with respect thereto.
13. THIRD PARTY BENEFICIARIES. This Plan of Conversion shall not confer any rights or remedies upon any person other than as expressly provided herein.
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14. SEVERABILITY. Whenever possible, each provision of this Plan of Conversion will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Plan of Conversion is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Plan.
15. GOVERNING LAW. This Plan of Conversion shall be construed in accordance with and governed by the law of the State of Delaware, without regard to the conflicts of law’s provisions thereof.
IN WITNESS WHEREOF, the Company has caused this Plan of Conversion to be executed by its duly authorized representative as of the date first above written.
FORTRAN CORPORATION
By: ____________________________ Glenn Withers, President & CEO
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EXHIBIT A
Delaware Certificate of Incorporation (attached as Appendix D to this Proxy Statement)
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EXHIBIT B
Delaware Bylaws
(attached as Appendix E to this Proxy Statement)
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APPENDIX B
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APPENDIX C
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CERTIFICATE OF INCORPORATION OF FORTRAN CORPORATION
ARTICLE I
The name of the corporation is Fortran Corporation (the “Corporation”).
ARTICLE II
The address of the Corporation’s registered office in the State of Delaware is 3500 South Dupont Highway in the city of Dover, County of Kent, Delaware 19901. The name of the registered agent of the Corporation at such address is GKL Registered Agents of DE, Inc.
ARTICLE III
The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (“DGCL”).
ARTICLE IV
The name and mailing address of the incorporator is Loretta Smith, 5 Park Plaza, Suite 1400, Irvine, California 92614-2545.
ARTICLE V
Section 1. This Corporation is authorized to issue two classes of stock, to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of stock that the Corporation shall have authority to issue is 55,000,000 shares, of which 50,000,000 shares are Common Stock, $0.0001 par value per share, and 5,000,000 shares are Preferred Stock, $0.0001 par value per share.
Section 2. Each share of Common Stock shall entitle the holder thereof to one vote. Each share of Common Stock shall be equal in all respects to every other share of Common Stock. Each holder of record of issued and outstanding Common Stock shall be entitled to one vote on all matters for each share so held. Subject to the rights and preferences, if any, of the holders of Preferred Stock, each issued and outstanding share of Common Stock shall entitle the record holder thereof to receive dividends and distributions out of funds legally available therefor, when, as and if declared by the Board of Directors, in such amounts and at such times, if any, as the Board of Directors shall determine, ratably in proportion to the number of shares of Common Stock held by each such record holder. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after there shall have been paid to or set aside for the holders of any class of capital stock having preference over the Common Stock in such circumstances the full preferential amounts to which they are respectively entitled, the holders of the Common Stock, and of any class or series of capital stock entitled to participate in whole or in part therewith as to the distribution of assets, shall be entitled, after payment or provision for the payment of all debts and liabilities of the Corporation, to receive the remaining assets of the Corporation available for distribution, in cash or in kind, ratably in proportion to the number of shares of Common Stock held by each such holder.
Section 3. The Preferred Stock may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors (authority to
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APPENDIX D

do so being hereby expressly vested in the Board of Directors). The Board of Directors is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued series of Preferred Stock, including, without limitation, authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing. The Board of Directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series, the number of which was fixed by it, subject to the powers, preferences and rights, and the qualifications, limitations and restrictions thereof stated in this Certificate of Incorporation or the resolution of the Board of Directors originally fixing the number of shares of such series.
Section 4. The number of authorized shares of Preferred Stock or Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), voting together as a single class, without a separate vote of the holders of shares of the class or classes the number of authorized shares of which are being increased or decreased, unless a vote by any holders of one or more series of Preferred Stock is required by the express terms of any series of Preferred Stock as provided for or fixed pursuant to the provisions of Section 3 of this Article V (or any certificate of designation with respect thereto). Except as otherwise required by law or provided in this Section 4, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock).
ARTICLE VI
Subject to the rights of holders of Preferred Stock, the number of directors that constitutes the entire Board of Directors of the Corporation shall be fixed solely by resolution of the majority of the Whole Board. For purposes of this Certificate of Incorporation, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in the previously authorized directorships. At each annual meeting of stockholders, directors of the Corporation shall be elected to hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified or until their earlier resignation or removal; except that if any such meeting shall not be so held, such election shall take place at a stockholders’ meeting called and held in accordance with the DGCL or by written consent in lieu of an annual meeting pursuant to Section 211(b) of the DGCL and Article IX hereof.
ARTICLE VII
Except as otherwise provided for or fixed by or pursuant to the provisions of Article V hereof in relation to the rights of the holders of Preferred Stock to elect directors under specified circumstances or as provided by resolution of the Board of Directors, newly created directorships resulting from any increase in the number of directors, created in accordance with the Bylaws of the Corporation, and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled only by the affirmative vote of a majority of the remaining directors then in office,
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even though less than a quorum of the Board of Directors, or by a sole remaining director, and not by the stockholders. A person so elected by the Board of Directors to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen until his or her successor shall have been duly elected and qualified, or until such director’s earlier death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
ARTICLE VIII
Section 1. The Corporation is to have perpetual existence.
Section 2. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the Bylaws of the Corporation, the Board of Directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.
Section 3. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, alter, amend or repeal the Bylaws of the Corporation. The affirmative vote of at least a majority of the Whole Board shall be required in order for the Board of Directors to adopt, amend, alter or repeal the Corporation’s Bylaws. The Corporation’s Bylaws may also be adopted, amended, altered or repealed by the stockholders of the Corporation. Notwithstanding the above or any other provision of this Certificate of Incorporation, the Bylaws of the Corporation may not be amended, altered or repealed except in accordance with Article X of the Bylaws. No Bylaw hereafter legally adopted, amended, altered or repealed shall invalidate any prior act of the directors or officers of the Corporation that would have been valid if such Bylaw had not been adopted, amended, altered or repealed.
Section 4. The election of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.
Section 5. No stockholder will be permitted to cumulate votes at any election of directors.
ARTICLE IX
Section 1. Any action required or permitted to be taken at an annual or special meeting of stockholders may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by holders of record on the record date (established in the manner provided in Section 2 of this Article IX) of outstanding shares of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, but only if such action is taken in accordance with the provisions of this Article IX, the Bylaws of the Corporation and applicable law; provided, however, that in the case of the election or removal of directors by written consent, such consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors.
Section 2. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the attention
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of the Secretary of the Corporation, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten days after the date on which such a request is received, adopt a resolution fixing the record date (unless a record date has previously been fixed by the Board of Directors pursuant to the first sentence of this Section 2 of Article IX). If no record date has been fixed by the Board of Directors within ten days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.
ARTICLE X
Section 1. Special meetings of stockholders of the Corporation may be called only by the Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board, and any power of stockholders to call a special meeting of stockholders is specifically denied. Only such business shall be considered at a special meeting of stockholders as shall have been stated in the notice for such meeting.
Section 2. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner and to the extent provided in the Bylaws of the Corporation.
ARTICLE XI
Section 1. To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended from time to time, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
Section 2. The Corporation shall indemnify, to the fullest extent permitted by applicable law, any director or officer of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding. The Corporation shall be required to indemnify a person in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized by the Board of Directors.
Section 3. The Corporation shall have the power to indemnify, to the extent permitted by applicable law, any employee or agent of the Corporation who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer,
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employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding.
Section 4. Neither any amendment nor repeal of any Section of this Article XI, nor the adoption of any provision of this Certificate of Incorporation or the Bylaws of the Corporation inconsistent with this Article XI, shall eliminate or reduce the effect of this Article XI in respect of any matter occurring, or any cause of action, suit, claim or proceeding accruing or arising or that, but for this Article XI, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.
ARTICLE XII
Meetings of stockholders may be held within or outside of the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside of the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.
ARTICLE XIII
Unless the Corporation consents in writing to the selection of an alternative forum and to the fullest extent permitted by law, the Court of Chancery of the State of Delaware (or, if such court lacks jurisdiction, any other state or federal court located within the State of Delaware) shall be the sole and exclusive forum for (A) any derivative action or proceeding brought on behalf of the Corporation, (B) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (C) any action or proceeding asserting a claim arising pursuant to any provision of the DGCL or the Corporation’s Certificate of Incorporation or Bylaws, or (D) any action or proceeding asserting a claim governed by the internal affairs doctrine; in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants.
ARTICLE XIV
The Corporation shall not be governed by the provisions of Section 203 of the DGCL.
ARTICLE XV
The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation.
I, the undersigned, being the incorporator, for the purpose of forming a corporation pursuant to the DGCL, do make this Certificate of Incorporation, hereby acknowledging, declaring, and certifying that the foregoing Certificate of Incorporation is my act and deed and that the facts herein stated are true, and have accordingly hereunto set my hand this __ day of December, 2019.
Loretta Smith, Incorporator
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APPENDIX E
BYLAWS OF FORTRAN CORPORATION ARTICLE I — CORPORATE OFFICES
1.1 REGISTERED OFFICE
The registered office of Fortran Corporation (the “Corporation”) shall be fixed in the Corporation’s Certificate of Incorporation (the “Certificate of Incorporation”). References in these Bylaws (the “Bylaws”) to the Certificate of Incorporation shall mean the Certificate of Incorporation of the Corporation, as amended from time to time, including the terms of any certificates of designation of any series of Preferred Stock.
1.2 OTHER OFFICES
The Corporation may at any time establish other offices at any place or places.
ARTICLE II — MEETINGS OF STOCKHOLDERS
2.1 PLACE OF MEETINGS
Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Corporation’s Board of Directors (the “Board of Directors”). The Board of Directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the Corporation’s principal executive office.
2.2 ANNUAL MEETING
The annual meeting of stockholders shall be held on such date, at such time, and at such place (if any) within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the Corporation’s notice of the meeting. At the annual meeting, directors shall be elected and any other proper business, brought in accordance with Section 2.4 of these Bylaws, may be transacted.
2.3 SPECIAL MEETING
(i) A special meeting of the stockholders, other than those required by statute, may be called at any time only by the affirmative vote of a majority of the Whole Board. A special meeting of the stockholders may not be called by any other person or persons. The Board of Directors, by the affirmative vote of a majority of the Whole Board, may cancel, postpone or reschedule any previously scheduled special meeting at any time, before or after the notice for such meeting has been sent to the stockholders. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.
(ii) The notice of a special meeting shall include the purpose for which the meeting is called. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting by or at the direction of the Board of Directors. Nothing contained in this Section 2.3(ii) shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.
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2.4 ADVANCE NOTICE PROCEDURES
(i) Advance Notice of Stockholder Business. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be brought: (A) pursuant to the Corporation’s proxy materials with respect to such meeting, (B) by or at the direction of the Board of Directors, or (C) by a stockholder of the Corporation who (1) is a stockholder of record at the time of the giving of the notice required by this Section 2.4(i) and on the record date for the determination of stockholders entitled to vote at the annual meeting and (2) has timely complied in proper written form with the notice procedures set forth in this Section 2.4(i). In addition, for business to be properly brought before an annual meeting by a stockholder, such business must be a proper matter for stockholder action pursuant to these Bylaws and applicable law. Except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “1934 Act”), clause (C) above shall be the exclusive means for a stockholder to bring business before an annual meeting of stockholders.
(a) To comply with clause (C) of Section 2.4(i), a stockholder’s notice must set forth all information required under this Section 2.4(i) and must be timely received by the chief executive officer of the Corporation. To be timely, a stockholder’s notice must be received by the secretary at the principal executive offices of the Corporation not later than the 45th day nor earlier than the 75th day before the one-year anniversary of the date on which the Corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the one-year anniversary of the date of the previous year’s annual meeting, then, for notice by the stockholder to be timely, it must be so received by the secretary not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the tenth day following the day on which Public Announcement (as defined below) of the date of such annual meeting is first made. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described in this Section 2.4(i)(a). “Public Announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.
(b) To be in proper written form, a stockholder’s notice to the secretary must set forth as to each matter of business the stockholder intends to bring before the annual meeting: (1) a brief description of the business intended to be brought before the annual meeting, the text of the proposed business (including the text of any resolutions proposed for consideration) and the reasons for conducting such business at the annual meeting, (2) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business and any Stockholder Associated Person (as defined below), (3) the class and number of shares of the Corporation that are held of record or are beneficially owned by the stockholder or any Stockholder Associated Person and any derivative positions held or beneficially held by the stockholder or any Stockholder Associated Person as of the date of delivery of such notice, (4) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such stockholder or any Stockholder Associated Person with respect to any securities of the Corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to increase or decrease the voting power of, such stockholder or any Stockholder Associated Person with respect to any securities of the Corporation, (5) any material interest of the stockholder or a Stockholder Associated Person in such
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business, and (6) a statement whether either such stockholder or any Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of at least the percentage of the voting power of the Corporation’s voting shares required under applicable law to carry the proposal (such information provided and statements made as required by clauses (1) through (6) above, a “Business Solicitation Statement”). In addition, to be in proper written form, a stockholder’s notice to the secretary must be supplemented not later than ten days following the record date for notice of the meeting to disclose the information contained in clauses (3) and (4) above as of the record date for notice of the meeting. For purposes of this Section 2.4, a “Stockholder Associated Person” of any stockholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder and on whose behalf the proposal or nomination, as the case may be, is being made, or (iii) any person controlling, controlled by or under common control with such person referred to in the preceding clauses (i) and (ii).
(c) Without exception, no business shall be conducted at any annual meeting except in accordance with the provisions set forth in this Section 2.4(i) and, if applicable, Section 2.4(ii). In addition, business proposed to be brought by a stockholder may not be brought before the annual meeting if such stockholder or a Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Business Solicitation Statement applicable to such business or if the Business Solicitation Statement applicable to such business contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that business was not properly brought before the annual meeting and in accordance with the provisions of this Section 2.4(i), and, if the chairperson should so determine, he or she shall so declare at the annual meeting that any such business not properly brought before the annual meeting shall not be conducted.
(ii) Advance Notice of Director Nominations at Annual Meetings. Notwithstanding anything in these Bylaws to the contrary, only persons who are nominated in accordance with the procedures set forth in this Section 2.4(ii) shall be eligible for election or re-election as directors at an annual meeting of stockholders. Nominations of persons for election or re-election to the Board of Directors of the Corporation shall be made at an annual meeting of stockholders only (A) by or at the direction of the Board of Directors or (B) by a stockholder of the Corporation who (1) was a stockholder of record at the time of the giving of the notice required by this Section 2.4(ii) and on the record date for the determination of stockholders entitled to vote at the annual meeting and (2) has complied with the notice procedures set forth in this Section 2.4(ii). In addition to any other applicable requirements, for a nomination to be made by a stockholder, the stockholder must have given timely notice thereof in proper written form to the secretary of the Corporation.
(a) To comply with clause (B) of Section 2.4(ii), a nomination to be made by a stockholder must set forth all information required under this Section 2.4(ii) and must be received by the secretary of the Corporation at the principal executive offices of the Corporation at the time set forth in, and in accordance with, the final three sentences of Section 2.4(i)(a); provided, however, that in the event the number of directors to be elected to the Board of Directors is increased and there is no Public Announcement naming all of the nominees for director or specifying the size of the increased board made by the Corporation at least ten (10) days before the last day a stockholder may deliver notice of nomination pursuant to the foregoing provisions, a stockholder’s notice required by this Section 2.4(ii) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the date on which such Public Announcement is first made by the Corporation.
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forth:
(b) To be in proper written form, such stockholder’s notice to the secretary must set
(1) as to each person (a “nominee”) whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of the nominee, (B) the principal occupation or employment of the nominee, (C) the class and number of shares of the Corporation that are held of record or are beneficially owned by the nominee and any derivative positions held or beneficially held by the nominee, (D) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee with respect to any securities of the Corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee, (E) a description of all arrangements or understandings between or among the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder or concerning the nominee’s potential service on the Board of Directors, (F) a written statement executed by the nominee acknowledging that as a director of the Corporation, the nominee will owe fiduciary duties under Delaware law with respect to the Corporation and its stockholders, and (G) any other information relating to the nominee that would be required to be disclosed about such nominee if proxies were being solicited for the election or re-election of the nominee as a director, or that is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation the nominee’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected or re-elected, as the case may be); and
(2) as to such stockholder giving notice, (A) the information required to be provided pursuant to clauses (2) through (5) of Section 2.4(i)(b), and the supplement referenced in the second sentence of Section 2.4(i)(b) (except that the references to “business” in such clauses shall instead refer to nominations of directors for purposes of this paragraph), and (B) a statement whether either such stockholder or Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of at least the percentage of voting power of the Corporation’s voting shares reasonably believed by such stockholder or Stockholder Associated Person to be necessary to elect or re-elect such nominee(s) (such information provided and statements made as required by clauses (A) and (B) above, a “Nominee Solicitation Statement”).
(c) At the request of the Board of Directors, any person nominated by a stockholder for election or re-election as a director must furnish to the secretary of the Corporation (1) that information required to be set forth in the stockholder’s notice of nomination of such person as a director as of a date subsequent to the date on which the notice of such person’s nomination was given, (2) such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director or audit committee financial expert of the Corporation under applicable law, securities exchange rule or regulation, or any publicly disclosed corporate governance guideline or committee charter of the Corporation and (3) such other information that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee; in the absence of the furnishing of any such information of the kind specified in this Section 2.4(ii)(c) if requested, such stockholder’s nomination shall not be considered in proper form pursuant to this Section 2.4(ii).
(d) Without exception, no person shall be eligible for election or re-election as a director of the Corporation at an annual meeting of stockholders unless nominated in accordance with the provisions set forth in this Section 2.4(ii). In addition, a nominee shall not be eligible for election or re- election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the
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representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that a nomination was not made in accordance with the provisions prescribed by these Bylaws, and if the chairperson should so determine, he or she shall so declare at the annual meeting, and the defective nomination shall be disregarded.
(iii) Advance Notice of Director Nominations for Special Meetings.
(a) If the Board of Directors has authorized in the specific case that stockholders may fill a vacancy or newly created directorship at a special meeting of stockholders, and a special meeting has been properly called for such purpose, nominations of persons for election or appointment to the Board of Directors at such special meeting shall be made only (1) by or at the direction of the Board of Directors or (2) by any stockholder of the Corporation who (A) is a stockholder of record at the time of the giving of the notice required by this Section 2.4(iii) and on the record date for the determination of stockholders entitled to vote at the special meeting and (B) delivers a timely written notice of the nomination to the secretary of the Corporation that includes the information set forth in Sections 2.4(ii)(b) and (ii)(c). To be timely, such notice must be received by the secretary at the principal executive offices of the Corporation not later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which Public Announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected or appointed at such meeting. A person shall not be eligible for election or appointment as a director at a special meeting unless the person is nominated (i) by or at the direction of the Board of Directors or (ii) by a stockholder in accordance with the notice procedures set forth in this Section 2.4(iii). In addition, a nominee shall not be eligible for election or appointment if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. Any person nominated in accordance with this Section 2.4(iii) is subject to, and must comply with, the provisions of Section 2.4(ii)(c).
(b) The chairperson of such special meeting shall, if the facts warrant, determine and declare at the meeting that a nomination or business was not made in accordance with the procedures prescribed by these Bylaws, and if the chairperson should so determine, he or she shall so declare at the meeting, and the defective nomination or business shall be disregarded.
(iv) Other Requirements and Rights. In addition to the foregoing provisions of this Section 2.4, a stockholder must also comply with all applicable requirements of state law and of the 1934 Act with respect to the matters set forth in this Section 2.4. Nothing in this Section 2.4 shall be deemed to affect any rights of:
(a) a stockholder to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the 1934 Act; or
(b) the Corporation to omit a proposal from the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the 1934 Act.
2.5 NOTICE OF STOCKHOLDERS’ MEETINGS
Whenever stockholders are required or permitted to take any action at a meeting, a written notice
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of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided in the DGCL, the Certificate of Incorporation or these Bylaws, the written notice of any meeting of stockholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting.
2.6 QUORUM
The holders of a majority of the voting power of the stock issued, outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders, unless otherwise required by law, the Certificate of Incorporation, these Bylaws or the rules of any applicable stock exchange. Where a separate vote by a class or series or classes or series is required, a majority of the voting power of the then-issued and outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise required by law, the Certificate of Incorporation, these Bylaws or the rules of any applicable stock exchange.
If a quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. The chairperson of the meeting shall have the authority to adjourn a meeting of the stockholders in all other events. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.
2.7 ADJOURNED MEETING; NOTICE
When a meeting is adjourned to another time or place, unless these Bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix a new record date for notice of such adjourned meeting in accordance with Section 213(a) of the DGCL and Section 2.11of these Bylaws, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.
2.8 CONDUCT OF BUSINESS
The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business. The chairperson of any meeting of stockholders shall be designated by the Board of Directors; in the absence of such designation, the chairperson of the Board of Directors, if any, the chief executive officer (in the absence of the chairperson) or the president (in the absence of the chairperson of the Board of
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Directors and the chief executive officer), or in their absence any other executive officer of the Corporation, shall serve as chairperson of the stockholder meeting.
2.9 VOTING
The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 of these Bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.
Except as may be otherwise provided in the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder.
Except as otherwise provided by law, the Certificate of Incorporation, these Bylaws or the rules of any applicable stock exchange, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Except as otherwise required by law, the Certificate of Incorporation, these Bylaws or the rules of any applicable stock exchange, directors shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or series or classes or series is required, in all matters other than the election of directors, the affirmative vote of the majority of the voting power of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series, except as otherwise provided by law, the Certificate of Incorporation, these Bylaws or the rules of any applicable stock exchange.
2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
Unless otherwise provided in the Certificate of Incorporation, any action required by statute to be taken at any annual or special of the stockholders, or any action which may be taken at an annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be (i) signed by the holders of record on the record date (established in the manner set forth in Section 2.11 below and Article VIII of the Corporation’s Certificate of Incorporation) of outstanding shares of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted; provided, however, that in the case of the election or removal of directors by written consent, such consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors, and (ii) delivered to the Corporation in accordance with Section 228 of the DGCL.
2.11 RECORD DATES
In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination.
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If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.
A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the provisions of Section 213 of the DGCL and this Section 2.11 at the adjourned meeting.
In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
2.12 PROXIES
Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. A written proxy may be in the form of a telegram, cablegram, or other means of electronic transmission which sets forth or is submitted with information from which it can be determined that the telegram, cablegram, or other means of electronic transmission was authorized by the stockholder.
2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE
The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date. The stockholder list shall be arranged in alphabetical order and show the address of each stockholder and the number of shares registered in the name of each stockholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Corporation’s principal place of business. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place (as opposed to solely by means of remote communication), then a list shall be produced and kept at the time and place of the meeting during
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the whole time thereof, and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then a list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. The stock ledger of the Corporation shall be the only evidence as to the identity of the stockholders entitled to examine the stock list and vote at the meeting and the number of shares held by each of them.
2.14 INSPECTORS OF ELECTION
Before any meeting of stockholders, the Board of Directors shall appoint an inspector or inspectors of election to act at the meeting or its adjournment. The number of inspectors shall be either one or three. If any person appointed as inspector fails to appear or fails or refuses to act, then the chairperson of the meeting shall appoint a person to fill that vacancy.
Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed and designated shall (i) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each share, (ii) determine the shares of capital stock of the Corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the Corporation represented at the meeting and such inspector or inspectors’ count of all votes and ballots.
In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspector or inspectors may consider such information as is permitted by applicable law. If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all.
ARTICLE III — DIRECTORS
3.1 POWERS
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided in the DGCL or the Certificate of Incorporation.
3.2 NUMBER OF DIRECTORS
The Board of Directors shall consist of one or more members, each of whom shall be a natural person. Unless the Certificate of Incorporation fixes the number of directors, the number of directors shall be determined from time to time solely by resolution of the Whole Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.
3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS
Except as provided in Section 3.4 of these Bylaws, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Directors need not be stockholders unless so required by the Certificate of Incorporation or these Bylaws. The Certificate of Incorporation or these Bylaws may prescribe other qualifications for directors.
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Notwithstanding anything in these Bylaws to the contrary, any nominee for director in an uncontested election who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election must tender his or her resignation to the Board of Directors for consideration by the Board of Directors.
3.4 RESIGNATION AND VACANCIES
Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation; provided, however, that if such notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the director. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Unless otherwise specified in the notice of resignation, acceptance of such resignation shall not be necessary to make it effective. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, when one or more directors resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.
Unless otherwise provided in the Certificate of Incorporation or these Bylaws or if authorized by resolution of the Board of Directors, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and not by the stockholders. If the directors are divided into classes, a person so elected by the directors then in office to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified.
If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole Board of Directors (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the voting power of the capital stock of the Corporation at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable.
3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE
The Board of Directors may hold meetings, both regular and special, either within or outside the State of Delaware.
Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
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3.6 REGULAR MEETINGS
Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.
3.7 SPECIAL MEETINGS; NOTICE
Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairperson of the Board of Directors, the chief executive officer, the president, the secretary or a majority of the authorized number of directors, at such times and places as he or she or they shall designate.
Notice of the time and place of special meetings shall be:
(i) delivered personally by hand, by courier or by telephone; (ii) sent by United States first-class mail, postage prepaid; (iii) sent by facsimile; or
(iv) sent by electronic mail,
directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the Corporation’s records.
If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the Corporation’s principal executive office) nor the purpose of the meeting.
3.8 QUORUM; VOTING
At all meetings of the Board of Directors, a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
The affirmative vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these Bylaws.
If the Certificate of Incorporation provides that one or more directors shall have more or less than one vote per director on any matter, every reference in these Bylaws to a majority or other proportion of the directors shall refer to a majority or other proportion of the votes of the directors.
3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING
Unless otherwise restricted by the Certificate of Incorporation, these Bylaws or statute, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or committee, as the case may
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be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Any person (whether or not then a director) may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time (including a time determined upon the happening of an event), no later than 60 days after such instruction is given or such provision is made and such consent shall be deemed to have been given for purposes of this Section 3.9 at such effective time so long as such person is then a director and did not revoke the consent prior to such time. Any such consent shall be revocable prior to its becoming effective.
3.10 FEES AND COMPENSATION OF DIRECTORS
Unless otherwise restricted by the Certificate of Incorporation, these Bylaws or statute, the Board of Directors shall have the authority to fix the compensation of directors.
3.11 REMOVAL OF DIRECTORS
A director may be removed from office by the stockholders of the Corporation with or without cause.
No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.
ARTICLE IV — COMMITTEES
4.1 COMMITTEES OF DIRECTORS
The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these Bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporation.
4.2 COMMITTEE MINUTES
Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.
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4.3 MEETINGS AND ACTION OF COMMITTEES
Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:
(i) (ii) (iii) (iv) (v) (vi)
Section 3.5 (place of meetings and meetings by telephone); Section 3.6 (regular meetings);
Section 3.7 (special meetings; notice);
Section 3.8 (quorum; voting);
Section 3.9 (action without a meeting); and
Section 7.5 (waiver of notice)
the context of those Bylaws as are necessary to substitute the committee and its
with such changes in
members for the Board of Directors and its members. However:
committee; and
(i) the time of regular meetings of committees may be determined by resolution of the
(ii) special meetings of committees may also be called by resolution of the committee;
(iii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors or a committee may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.
Any provision in the Certificate of Incorporation providing that one or more directors shall have more or less than one vote per director on any matter shall apply to voting in any committee or subcommittee, unless otherwise provided in the Certificate of Incorporation or these Bylaws.
4.4 SUBCOMMITTEES
Unless otherwise provided in the Certificate of Incorporation, these Bylaws or the resolutions of the Board of Directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.
ARTICLE V — OFFICERS
5.1 OFFICERS
The officers of the Corporation shall be a president and a secretary. The Corporation may also have, at the discretion of the Board of Directors, a chairperson of the Board of Directors, a vice chairperson of the Board of Directors, a chief executive officer, a chief financial officer or treasurer, one or more vice presidents, one or more assistant vice presidents, one or more assistant treasurers, one or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these Bylaws. Any number of offices may be held by the same person.
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5.2 APPOINTMENT OF OFFICERS
The Board of Directors shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these Bylaws, subject to the rights, if any, of an officer under any contract of employment. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Article V for the regular election to such office.
5.3 SUBORDINATE OFFICERS
The Board of Directors may appoint, or empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint, such other officers and agents as the business of the Corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine.
5.4 REMOVAL AND RESIGNATION OF OFFICERS
Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board of Directors or by any officer upon whom such power of removal may be conferred by the Board of Directors, except that, unless specifically approved by the Board of Directors, officers may not remove other officers chosen by the Board of Directors.
Any officer may resign at any time by giving written or electronic notice to the Corporation; provided, however, that if such notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the officer. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.
5.5 VACANCIES IN OFFICES
Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors or as provided in Section 5.3.
5.6 REPRESENTATION OF SHARES OR INTERESTS OF OTHER CORPORATIONS OR ENTITIES
The chairperson of the Board of Directors, the president, any vice president, the treasurer, the secretary or any assistant secretary of this Corporation, or any other person authorized by the Board of Directors or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this Corporation all rights incident to any and all shares or equity interests of any other corporation or corporations or entity or entities standing in the name of this Corporation, including the right to act by written consent. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.
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5.7 AUTHORITY AND DUTIES OF OFFICERS
All officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be designated from time to time by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors.
ARTICLE VI — STOCK
6.1 STOCK CERTIFICATES; PARTLY PAID SHARES
The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by the chairperson of the Board of Directors or vice-chairperson of the Board of Directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the Corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The Corporation shall not have power to issue a certificate in bearer form.
The Corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly-paid shares, or upon the books and records of the Corporation in the case of uncertificated partly-paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully-paid shares, the Corporation shall declare a dividend upon partly-paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.
6.2 SPECIAL DESIGNATION ON CERTIFICATES
If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this Section 6.2 or Sections 151, 156, 202(a) or 218(a) of the DGCL or with respect to this Section 6.2 a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the
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qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.
6.3 LOST, STOLEN OR DESTROYED CERTIFICATES
Except as provided in this Section 6.3, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Corporation and cancelled at the same time. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.
6.4 DIVIDENDS
The Board of Directors, subject to any restrictions contained in the Certificate of Incorporation or applicable law, may declare and pay dividends upon the shares of the Corporation’s capital stock. Dividends may be paid in cash, in property, or in shares of the Corporation’s capital stock, subject to the provisions of the Certificate of Incorporation.
The Board of Directors may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.
6.5 TRANSFER OF STOCK
Transfers of record of shares of stock of the Corporation shall be made only upon its books by the holders thereof, in person or by an attorney duly authorized, and, if such stock is certificated, upon the surrender of a certificate or certificates for a like number of shares, properly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer; provided, however, that such succession, assignment or authority to transfer is not prohibited by the Certificate of Incorporation, these Bylaws, applicable law or contract.
6.6 STOCK TRANSFER AGREEMENTS
The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.
6.7 REGISTERED STOCKHOLDERS The Corporation:
(i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;
(ii) shall be entitled (to the fullest extent permitted by law) to hold liable for calls and assessments the person registered on its books as the owner of shares; and
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(iii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
ARTICLE VII — MANNER OF GIVING NOTICE AND WAIVER
7.1 NOTICE OF STOCKHOLDERS’ MEETINGS
Notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the Corporation’s records. An affidavit of the secretary or an assistant secretary of the Corporation or of the transfer agent or other agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
7.2 NOTICE BY ELECTRONIC TRANSMISSION
Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the Certificate of Incorporation or these Bylaws, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if:
(i) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent; and
(ii) such inability becomes known to the secretary or an assistant secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice.
However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.
Any notice given pursuant to the preceding paragraph shall be deemed given:
(i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;
(ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;
(iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and
(iv) if by any other form of electronic transmission, when directed to the stockholder.
An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
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An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.
7.3 NOTICE TO STOCKHOLDERS SHARING AN ADDRESS
Except as otherwise prohibited under the DGCL, without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under the provisions of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any stockholder who fails to object in writing to the Corporation, within 60 days of having been given written notice by the Corporation of its intention to send the single notice, shall be deemed to have consented to receiving such single written notice.
7.4 NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL
Whenever notice is required to be given, under the DGCL, the Certificate of Incorporation or these Bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Corporation is such as to require the filing of a certificate under the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.
7.5 WAIVER OF NOTICE
Whenever notice is required to be given to stockholders, directors or other persons under any provision of the DGCL, the Certificate of Incorporation or these Bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders or the Board of Directors, as the case may be, need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these Bylaws.
ARTICLE VIII — INDEMNIFICATION
8.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS
Subject to the other provisions of this Article VIII, the Corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director of the Corporation or an officer
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of the Corporation, or while a director of the Corporation or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.
8.2 INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION
Subject to the other provisions of this Article VIII, the Corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or while a director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
8.3 SUCCESSFUL DEFENSE
To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 8.1 or Section 8.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
8.4 INDEMNIFICATION OF OTHERS; ADVANCE PAYMENT TO OTHERS
Subject to the other provisions of this Article VIII, the Corporation shall have power to advance expenses to and indemnify its employees and its agents to the extent not prohibited by the DGCL or other applicable law. The Board of Directors shall have the power to delegate the determination of whether employees or agents shall be indemnified or receive an advancement of expenses to such person or persons as the Board of Directors determines.
8.5 ADVANCE PAYMENT OF EXPENSES
Expenses (including attorneys’ fees) incurred by an officer or director of the Corporation in defending any Proceeding shall be paid by the Corporation in advance of the final disposition of such
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Proceeding upon receipt of a written request therefor (together with documentation reasonably evidencing such expenses) and an undertaking by or on behalf of the person to repay such amounts if it shall ultimately be determined that the person is not entitled to be indemnified under this Article VIII or the DGCL. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems reasonably appropriate and shall be subject to the Corporation’s expense guidelines. The right to advancement of expenses shall not apply to any claim for which indemnity is excluded pursuant to these Bylaws, but shall apply to any Proceeding referenced in Section 8.6(ii) or 8.6(iii) of these Bylaws prior to a determination that the person is not entitled to be indemnified by the Corporation.
8.6 LIMITATION ON INDEMNIFICATION
Subject to the requirements in Section 8.3 and the DGCL, the Corporation shall not be obligated to indemnify any person pursuant to this Article VIII in connection with any Proceeding (or any part of any Proceeding):
(i) for which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid;
(ii) for an accounting or disgorgement of profits pursuant to Section 16(b) of the 1934 Act, or similar provisions of federal, state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements);
(iii) for any reimbursement of the Corporation by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such person from the sale of securities of the Corporation, as required in each case under the 1934 Act (including any such reimbursements that arise from an accounting restatement of the Corporation pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Corporation of profits arising from the purchase and sale by such person of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor (including pursuant to any settlement arrangements);
(iv) initiated by such person against the Corporation or its directors, officers, employees, agents or other indemnitees, unless (a) the Board of Directors authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (b) the Corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the Corporation under applicable law, (c) otherwise required to be made under Section 8.7 of these Bylaws or (d) otherwise required by applicable law; or
(v) if prohibited by applicable law; provided, however, that if any provision or provisions of this Article VIII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Article VIII (including, without limitation, each portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this Article VIII (including, without limitation, each such portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.
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8.7 DETERMINATION; CLAIM
If a claim for indemnification or advancement of expenses under this Article VIII is not paid in full within 90 days after receipt by the Corporation of the written request therefor, the claimant shall be entitled to an adjudication by a court of competent jurisdiction of his or her entitlement to such indemnification or advancement of expenses. The Corporation shall indemnify such person against any and all expenses that are incurred by such person in connection with any action for indemnification or advancement of expenses from the Corporation under this Article VIII, to the extent such person is successful in such action, and to the extent not prohibited by law. In any such suit, the Corporation shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant is not entitled to the requested indemnification or advancement of expenses.
8.8 NON-EXCLUSIVITY OF RIGHTS
The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation or any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.
8.9 INSURANCE
The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the DGCL.
8.10 SURVIVAL
The rights to indemnification and advancement of expenses conferred by this Article VIII shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
8.11 EFFECT OF REPEAL OR MODIFICATION
Any amendment, alteration or repeal of this Article VIII shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to such amendment, alteration or repeal.
8.12 CERTAIN DEFINITIONS
For purposes of this Article VIII, references to the “Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of
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such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan (excluding any “parachute payments” within the meanings of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended); and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.
ARTICLE IX — GENERAL MATTERS
9.1 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS
Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute any document or instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.
9.2 FISCAL YEAR
The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors and may be changed by the Board of Directors.
9.3 SEAL
The Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board of Directors. The Corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
9.4 CONSTRUCTION; DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both an entity and a natural person.
ARTICLE X — AMENDMENTS
These Bylaws may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that the affirmative vote of the holders of at least a majority of the total voting power of all outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required for the stockholders of the Corporation to alter, amend or repeal, or adopt
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any bylaw inconsistent with, the following provisions of these Bylaws: Article II, Sections 3.1, 3.2, 3.4 and 3.11 of Article III, Article VIII and this Article X (including, without limitation, any such Article or Section as renumbered as a result of any amendment, alteration, change, repeal, or adoption of any other Bylaw). The Board of Directors, acting by the affirmative vote of at least a majority of the Whole Board, shall also have the power to adopt, amend or repeal Bylaws; provided, however, that a bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the Board of Directors.
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READ UP AND STAY EDUCATED....

Thanks~

[samplescave]

HEY TRAPPERJIM! THE IHUB ADMINISTRATION JUST TOLD ME THAT “WE” AS IN ALL FRTN MODS ARE TO MAINTAIN THE FRTN IBOX!!!!

WHY ARE THERE “TIME PROVEN” LIES IN THE FRTN IBOX?

LET’S GET THESE LIES OUT OF THE FRTN IBOX AND
START GETTING THE TRUTH OUT THERE ABOUT FRTN!

ENOUGH LIES IN THE FRTN IBOX!!!!

[samplescave]

EMPTY SHELL???? SERIOUSLY????

PROFILE DATA
SIC - Industry Classification
4813 - Telephone communication, except radio
Incorporated In
NC, USA, 1948
Employees
70 as of 10/18/2019
Shell
No

PROOF WITH LINK!!!!

https://www.otcmarkets.com/stock/FRTN/profile

[samplescave]

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
FORTRAN CORPORATION A North Carolina corporation
3210 16th Avenue S.E. Conover, NC 28613 [phone] www.fortrancorp.com [e-mail] SIC Code: 4813
Annual Report for the Twelve Months Ended June 30, 2019
As of June 30, 2019, the number of shares outstanding of our Common Stock was: 23,262,828
As of March 31, 2019, the number of shares outstanding of our Common Stock was: 28,914,351
Indicate whether the Company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934): NO
Indicate whether the Company’s shell status has changed since the previous reporting period: NO
Indicate whether a Change in Control of the Company has occurred over this reporting period: NO

Name of the Issuer and its Predecessors (if any)
Fortran Corporation, formerly known as Burkyarns, Inc. and Burke Mills, Inc., was incorporated in the state of North Carolina on March 17, 1948. Burkyarns, Inc. changed its name to Burke Mills, Inc. on May 7, 1979, and Burke Mills, Inc. changed its name to Fortran Corporation on February 12, 2013. Fortran Corporation’s current standing is “active” in the state of North Carolina.
Has the issuer or any of its predecessors ever been in bankruptcy, receivership, or any similar proceeding in the last five years? NO
Security Information
Trading Symbol: FRTN
Exact title and class of securities outstanding: Common Stock
CUSIP: 34960D 108
Par or Stated Value: None
Total shares authorized: 50,000,000 as of June 30, 2019
Total shares outstanding: 23,262,828 as of June 30, 2019 and 23,262,828 as of September 26, 2019
Number of shares in the Public Float: 13,703,049 as of September 26, 2019. Total number of shareholders of record: 352 as of September 26, 2019.
Preferred share information:
Exact title and class of securities outstanding: Preferred Stock
CUSIP: N/A
Par or Stated Value: None
Total shares authorized: 10,000,000 as of June 30, 2019
Total shares outstanding: 1,500,000 as of June 30, 2019 and 1,500,000 as of September 26, 2019
Transfer Agent
Colonial Stock Transfer
66 Exchange Place, Suite 100
Salt Lake City, Utah 84111
[phone]
www.colonialstock.com
[e-mail]
The Transfer Agent is registered under the Exchange Act.
List any restrictions on the transfer of security: See Item F under “Issuance History” below.
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessor: NONE

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months: NONE
Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer’s securities in the past two completed fiscal years and any subsequent period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares or any other securities or options to acquire such securities issued for services. Using the tabular format below, please describe these events.
Changes to the Number of Outstanding Shares
Number of Shares outstanding as of July 1, 2017:
Opening Balance: Common: 27,637,351 Preferred: 1,700,000
Date of Transaction
Transaction type (e.g. new issuance, cancellation, shares returned to treasury)
Number of Shares Issued (or cancelled)
Class of Securities
Value of shares issued ($/per share) at Issuance
Were the shares issued at a discount to market price at the time of issuance? (Yes/No)
Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).
Reason for share issuance (e.g. for cash or debt conversion) OR Nature of Services Provided (if applicable)
Restricted or Unrestricted as of this filing?
Exempti on or Registra tion Type?
December 3, 2018
January 16, 2019
January 16, 2019
January 16, 2019
January 16, 2019
January 16, 2019 May 10, 2019
May 20, 2019
May 10, 2019
May 10, 2019
December 3, 2018
New Issuance
New Issuance
New Issuance
New Issuance
New Issuance
New Issuance
New Issuance
Canceled
Canceled
375,000
52,000 150,000 100,000 250,000 350,000 800,000 270,715 247,975
Common
Common Common Common Common Common Common Common Common Common Preferred
75,000 No
3,712 No 10,707 No 7,138 No 17,845 No 24,983 No
200,000 Yes
N/A Yes
N/A Yes
N/A Yes No Par No
James M. Templeton
Frederick K. Greer
Brett Bertolami
Douglas L. Miller
Dayne L. Miller
Glenn Withers
Christopher L. Sharman
Tim Pearce
Todd Rankin
Douglas W. Rink
Brett Bertolami
Debt Conversion
Employee Compensation
Board Member Compensation
Board Member Compensation
Board Member Compensation
Board Member Compensation
In conjunction of bank debt settlement Prior Year Correction
Prior Year Correction
Legal Settlement
Board Member Voting Rights
Restricted
Restricted Restricted Restricted Restricted Restricted Restricted N/A
N/A
N/A
Restricted Control
Book Entry
Book Entry
Book Entry
Book Entry
Book Entry
Book Entry
Book Entry
Book Entry
Book Entry
Book Entry
Book Entry
Canceled 5,932,833
New
Issuance 150,000

December 3, 2018
December 3, 2018
May 10, 2019
Number of Shares Outstanding on June 30, 2019:
New Issuance
New Issuance
Canceled
500,000
500,000
1,350,000
Preferred Preferred Preferred
No Par No Par No Par
James M. No Templeton
Glenn No Withers
Douglas W. No Rink
Special Consultant Voting Rights
Board Member Voting Rights
Legal Settlement
Restricted Book Control Entry
Restricted Book Control Entry
N/A Book Entry
Ending Balance: Common: 23,262,828 Preferred: 1,500,000
Fortran Corporation has made the following issuances between June 30, 2019 and September 26, 2019
N/A
Debt Securities, Including Promissory and Convertible Notes
Date of Note Issuance
Outstanding Balance ($)
Principal Amount at Issuance ($)
Intere st Accru ed ($)
Maturity Date
Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares)
Name of Noteholder
Reason for Issuance (e.g. Loan, Services, etc.)
May 16, 2018
78,114.77
78,114.77
$150
May 16, 2023
At any time before maturity, the outstanding balance may be converted for preferred shares at $.10 per share.
James M. Templeton
Legal Fees incurred
November 23, 2018
60,000.00
60,000.00
$69
November 23, 2023
At any time before maturity, the outstanding balance may be converted for common shares at $.25 per share.
Douglas L. Miller
Working Capital Needs
December 21, 2018
100,000.00
100,000.00
$148
December 21, 2023
At any time before maturity, the outstanding balance may be converted for common shares at $.25 per share.
James M. Templeton
Provide LOC to affiliate
January 8, 2019
150,000.00
150,000.00
$542
January 8, 2024
At any time before maturity, the outstanding balance may be converted for common shares at $.25 per share.
James M. Templeton
Working Capital Needs
March 13, 2019
100,000.00
100,000.00
$279
March 13, 2024
At any time before maturity, the outstanding balance may be converted for common shares at $.25 per share.
James M. Templeton
Provide LOC to affiliate
March 28, 2019
150,000.00
150,000.00
$49
March 28, 2024
At any time before maturity, the outstanding balance may be converted for common shares at $.25 per share.
Charles D. Miller
Provide initial payment to TCA Global
March 29, 2019
100,000.00
100,000.00
$16
March 29, 2024
At any time before maturity, the outstanding balance may be converted for common shares at $.25 per share.
James M. Templeton
Working Capital Needs

March 29, 2019
107,250.00
107,250.00
$18
March 29, 2024
At any time before maturity, the outstanding balance may be converted for common shares at $.25 per share.
Peter A. R. Sharman
Provide Debt Settlement Funding
February 21, 2019
220,000.00
400,000.00
N/A
September 3, 2020
$150,000 paid on April 3, 2019. $15,000 per month for 16 months. $10,000 due on 17th month.
TCA Global Fund
Prior Debt Settlement
$1,000 per month for 24 April 11, $432 April 11, months. Balance due April
2019 138,345.90 138,957.85 2021 11, 2021. 6% per annum.
Peter A. R. and Donna T. Sharman
Deficiency Balance Settlement
May 22, 2019
75,000.00
100,000.00
$99
May 22, 2024
At any time before maturity, the outstanding balance may be converted for common shares at $.25 per share.
James M. Templeton
Working Capital Needs
June 18, 2019
95,000.00
95,000.00
$187
June 18, 2024
At any time before maturity, the outstanding balance may be converted for common shares at $.25 per share.
Sherry T. Miller
Working Capital Needs
Financial Statements
A. The following financial statements were prepared in accordance with: U.S. GAAP
B. The financial statements for this reporting period were prepared by (name of
individual):
Dayne L. Miller
Chief Financial Officer of Fortran Corporation
Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods.
A. Balance sheet;
B. Statement of income;
C. Statement of cash flows; D. Financial notes; and
E. Auditletter,ifaudited
You may either (i) attach/append the financial statements to this disclosure statement or (ii) post such financial statements through the OTC Disclosure & News Service as a separate report using the appropriate report name for the applicable period end. (“Annual Report,” “Quarterly Report” or “Interim Report”). See attached Balance Sheet, Statement of Operations, Statement of Cash Flows and Notes to the Financial Statements for the Twelve months ending June 30, 2019 attached to the end of this Company Information and Disclosure Statement Annual Report.

If you choose to publish the financial reports separately as described in part (ii) above, you must state in the accompanying disclosure statement that such financial statements are incorporated by reference. You may reference the document(s) containing the required financial statements by indicating the document name, period end date, and the date that it was posted to otciq.com in the field below. N/A
Financial statement information is considered current until the due date for the subsequent report. To remain qualified for Current Information, a company must post its Annual Report within 90 days from its fiscal year-end date and Quarterly Reports within 45 days of its fiscal quarter-end date.
Issuer’s Business, Products and Services
The Company
Fortran Corporation (“Fortran” or the “Company”), through its subsidiaries, is a leading telecommunications system integrator dedicated to designing, sourcing, implementing and maintaining complex telecommunications solutions and the installation, service and repair of cooling towers across the United States. The Company’s businesses are in two main segments:
Telecom Service Segment
The telecom segment currently consists of two operating units. B and L Telephone Sales and Service, which is headquartered in Conover, North Carolina, focuses on business and governmental clients throughout North Carolina. Fortran Communications, which is headquartered in Columbia, South Carolina, focuses on business and governmental clients throughout South Carolina. Both companies have direct distribution contracts with NEC (Nippon Electric Corporation). NEC is our prime source for equipment and services that we sale directly to end users. NEC has been a leader in the technology business since 1899.
In addition to our NEC core products, we also offer our clients a wide array of complimentary products including cabling, fiber connectivity, SIP trunks, paging, access and control systems and security (including facial recognition technology).
New system sales (“Box Sales”) often generate a post-implementation maintenance agreement (“MSA”) to support the system, which generally ranges from 1-3 years for commercial clients and 3-5 years for government clients. Historically, such an agreement results in a fixed fee earned over the term of the contract. MSA and MAC revenues are the direct result of the Company’s relationship with its clients and its longstanding record of providing high-quality service.
Cooling Tower Service Segment
On November 16, 2015, we acquired an eighty percent (80%) interest in Tower Performance, Inc. (“TPI”) to provide cooling tower services. TPI is a national specialty contractor involved with the repair, maintenance, upgrade, inspection, construction and sale of parts for all types

of cooling towers, mechanical equipment parts and maintenance of air coolers. TPI has its own trained crews that perform work at its customers’ facilities.
Customer Markets
TPI’s clients are found in multiple industries including:
- Utilities, Chemical/petrochemical, Commercial real estate, Colleges and institutions, Phosphate/fertilizer, Steel, Hospitals, Air Separation, Paper/bottling, Export/wholesale
This diversification helps protect the Company from the impact of a downturn in any specific industry and results in consistent demand.
Organization
TPI is organized as a C-Corporation and was established in 1964. TPI is headquartered in Florham Park, New Jersey in a 3,000 square foot office approximately 10 miles northwest of Newark Liberty International Airport. Additionally, TPI leases a 2,000 square foot office and a 4,000 square foot warehouse/yard in Houston, Texas. TPI leases its facilities from third parties at a fair market rate of $109,000 per year.
Employee Base
TPI has 50-70 full-time employees, including 10 salespersons, a construction crew of up to 60 in Texas and 4 in New York/New Jersey and 3 administrative persons. TPI values its staff and their experience and that treatment is reflected in a low employee turnover.
TPI produced net revenues of $9,818,000 and $10,383,000 for the twelve months ended June 30, 2019 and 2018, respectively.
Issuer’s Facilities
The goal of this section is to provide a potential investor with a clear understanding of all assets, properties or facilities owned, used or leased by the issuer.
In responding to this item, please clearly describe the assets, properties or facilities of the issuer, give the location of the principal plants and other property of the issuer and describe the condition of the properties. If the issuer does not have complete ownership or control of the property (for example, if others also own property or if there is a mortgage on the property), describe the limitations of ownership.
If the issuer leases any assets, properties or facilities, clearly describe them as above and the terms of their leases.
See the “Issuer’s Business, Products and Services” section above.

Officers, Directors and Control Persons
The goal of this section is to provide an investor with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant shareholders.
Using the tabular format below, please provide information regarding any person or entity owning 5% of more of the issuer, as well as any officer, and any director of the company, regardless of the number of shares they own. If any listed are corporate shareholders or entities, provide the name and address of the person(s) beneficially owning or controlling such corporate shareholders, or the name and contact information of an individual representing the corporation or entity in the note section.
Name of Officer/Director and Control Person
Affiliation with Company (e.g. Officer/Director/Owner of more than 5%)
Residential Address (City / State Only)
Number of shares owned
Share type/class
Ownership Percentage of Class Outstanding
Note
Glenn E. Withers
Douglas L. Miller Dayne L. Miller
Brett Bertolami
Emmett D. Crawford
Charles D. Miller
Philip A. Miller Sherry T. Miller
Christopher L. Sharman
Richard C. Wilson
Cede & Co.
Peter A. R. Sharman James M. Templeton
Officer (President), Director (Chairman) Director
Office (CFO),
Director
Officer (V. President), Director (V. Chairman) Owner of more than 5%
Owner of more than 5%
Owner of more than 5% Owner of more than 5% Owner of more than 5%
Owner of more than 5% Owner of more than 5% Owner of more than 5% Owner of more than 5%
Ocean Isle Beach, SC Elon, NC
Claremont, NC Mooresville, NC Taylorsville, NC Nashville, TN
Elon, NC Elon, NC
Charleston, SC Scottsburg, VA
Jersey City, NJ
Conover, NC
Newton, NC
500,000
413,279 1,263,125
531,750
150,000
300,000 1,285,714
1,363,125
1,363,125 1,363,125 1,346,250
350,000 5,688,500 4,238,775
1,235,723
500,000 1,114,286
Preferred Common Common
Common
Preferred Common Common
Common
Common Common Common
Preferred Common Common
Common
Preferred Common
33.33% None 1.78%
5.43% None
2.29% None
10.00% None 1.29%
5.52% None
5.86% None
5.86% None 5.86% None 5.79% None
23.33% None 24.45%
18.22% None
5.31% None
33.33% None 4.79%

Legal/Disciplinary History
A. Please identify whether any of the foregoing persons have, in the past ten years, been the subject of:
1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses); Fortran Corporation is not currently aware of anything relevant to this subsection with respect to any of the foregoing persons.
2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities; Fortran Corporation is not currently aware of anything relevant to this subsection with respect to any of the foregoing persons.
3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; Fortran Corporation is not currently aware of anything relevant to this subsection with respect to any of the foregoing persons.
4. The entry of an order by a self-regulatory organization that permanently or temporarily barred suspended or otherwise limited such person’s involvement in any type of business or securities activities. Fortran Corporation is not currently aware of anything relevant to this subsection with respect to any of the foregoing persons.
B. Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the issuer or any of its subsidiaries is a party or of which any of their property is the subject. Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities.
See “Commitments and Contingencies” footnote to Fortran Corporation’s Annual Financial Statements as of the twelve months ended June 30, 2019.

Third Party Providers
Please provide the name, address, telephone number, and email address of each of the following outside providers:
Accounting Advisory Firm
GreerWalker CPAs and Business Advisors Carillon Building
227 W. Trade Street, Ste. 1100
Charlotte, NC 28202
[phone]
Tax Advisory Firm
Keener Cassavaugh Farmer & Connor PA 426 Harper Avenue NW
Lenoir, NC 28645
[phone]
Investor Relations Consultant Fortran Corporation
3210 16th Avenue S.E. Conover, North Carolina 28613 [phone] [e-mail] www.fortrancorp.com

Issuer Certification
Principal Executive Officer:
I, Glenn E. Withers certify that:
1. I have reviewed this annual disclosure statement of Fortran Corporation;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
September 26, 2019
/s/ GLENN E. WITHERS
Glenn E. Withers, CEO and President
Principal Financial Officer:
I, Dayne L. Miller certify that:
1. I have reviewed this annual disclosure statement of Fortran Corporation;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
September 26, 2019 /s/ DAYNE L. MILLER Dayne L. Miller, CFO

ANNUAL FINANCIAL STATEMENTS
June 30, 2019 and June 30, 2018
As of the Twelve Months Ended June 30, 2019
FORTRAN CORPORATION
(A North Carolina Corporation)
TRADING SYMBOL: FRTN CUSIP NUMBER: 34960D 108

Table of Contents
Consolidated Balance Sheets Consolidated Statement of Operations Consolidated Statement of Cash Flows
Notes to Financial Statements
Page 1
2
3
4 - 12

Current assets:
Cash and cash equivalents
Receivables, less allowances
Inventories
Prepaid expenses and other current assets
Total current assets
Due from affiliate
Equity method investment Property, plant and equipment (net) Other assets
$ $
$ $
$
$ $ $ $
$
$
$
$
$
$ $
$
$
$
$
$ $ $ $ $
FORTRAN CORPORATION CONSOLIDATED BALANCE SHEETS
(unaudited)
ASSETS
As of June 30, 2019
61,629 50,316
76,411 -
188,356
1,511,000 2,178,211 35,596 162,067
4,075,230
244,682 1,100,000 31,041 41,505 183,803
2,908
1,603,939
1,189,908
2,793,847
505,000
461,634 -
314,749
1,281,383 4,075,230
As of June 30, 2018
$ 87,327
$ 57,932
$ 115,000 $ -
$ 260,259
$ 1,311,000 $ 2,553,961 $ 521,647 $ 271,977
$ 4,918,844
$ 358,482 $ 1,100,000 $ 27,546 $ 93,519 $ 2,010,651 $ 138,700 $ 3,728,898 $ -
$ 3,728,898
$ 120,000
$ 461,634 $ -
$ 608,312 $ 1,189,946
$ 4,918,844
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
Due to affiliate shareholders Deferred revenue
Accrued expenses
Current portion debt
Other current liabilities
Total current liabilities
Long-term debt
Total liabilities
Commitments and contingencies Stockholders' equity:
Stockholders' equity:
Common stock, no par value, 50,000,000 shares authorized, 27,487,351shares issued, respectively
Preferred stock, no par value, 10,000,000 shares authorized, 1,700,000 shares issued, respectively
Additional paid-in capital
Treasury stock
Retained earnings
Total stockholders' equity
Total liabilities and stockholders' equity
23,262,828 and 1,500,000
and
See accompanying notes to consolidated financial statements
1

Revenue:
Net revenues
Total revenue Costs and expenses (a):
$
$
$ $ $
$
$ $ $ $
$
$
$ $
Fiscal Year June 30, 2019
1,387,805
1,387,805
1,709,104 36,645 1,745,749
(357,944)
(375,750) 475,144 (35,013)
(293,563)
-
(293,563)
(0.013) (0.013)
23,262,828 23,262,828
Fiscal Year June 30, 2018
$ 1,124,341
$ 1,124,341
$ 1,633,218 $ 110,060 $ 1,743,278
$ (618,937)
$ (109,851) $ 315,619 $ (101,072) $ (514,241)
$ -
$ (514,241)
$ (0.019) $ (0.019)
27,487,351 27,487,351
FORTRAN CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Net costs and expenses (exclusive of depreciation, amortization and accretion shown separately below) Depreciation, amortization and accretion
Total costs and expenses Operating income
Income (loss) in equity method investment Other income (expense)
Interest expense
Income before income taxes
Income tax expense
Net income Earnings per share:
Basic
Diluted
Weighted average shares outstanding:
Basic Diluted
See accompanying notes to consolidated
financial statements.
2

Cash flows from operating activities:
Net income
2019
$ (293,563) $
$ 36,645 $ $ (350,722) $ $ 375,750 $
$ 117,526 $ $ (200,000) $ $ 38,589 $ $ (298,111) $ $ (280,323) $
$ 21,906 $
2018 (514,242)
110,060 -
109,851
24,269 -
290,991 31,542
566,713
FORTRAN CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Purchases of investments $
Twelve Months Ended June 30,
Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, amortization and accretion
Cancellation of debt income
Loss (gain) in equity method investment
Changes in operating assets and liabilities:
Receivables, prepaid expenses and other assets
Due from affiliate
Inventories
Accounts payable, deferred revenue and other liabilities Net cash provided by operating activities
Cash flows from investing activities: Capital expenditures, net
(75,354) -$-
Net cash used in investing activities
Cash flows from financing activities: Debt repayments
Proceeds from debt
Net cash used in financing activities
(Decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period
$ 21,906 $
$ (494,570) $ $ 1,020,852 $ $ 526,282 $
$ (25,698) $ $ 87,327 $ $ 61,629 $
(75,354)
-
78,115
78,115
55,232
32,095 87,327
See accompanying notes to consolidated financial statements
3

FORTRAN CORPORATION AND CONSOLIDATED SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS
FOR THE TWELVE MONTHS ENDED JUNE 30, 2019 AND 2018
Basis of Presentation and Description of Business
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for financial information.
In the opinion of management, the unaudited condensed financial statements contain all adjustments considered necessary to present fairly the Company’s financial position for all periods presented.
Description of Business
Fortran Corporation (the “Company”) is primarily engaged in the sales, installation and service of telecommunication systems in North Carolina and South Carolina. The Company purchased an eight percent (80%) interest in Tower Performance, Inc. (“TPI”) in November 2015. TPI is engaged in the engineering, sales, installation and servicing of cooling towers for large businesses in New Jersey, New York and Texas.
ITEM 1: Summary of Significant Accounting Policies
The accompanying financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America.
Cash and Cash Equivalents
The Company considers cash equivalents to be those investments which are highly liquid and readily convertible to cash with a maturity date within three months of the date of purchase.
Earnings (Loss) Per Share
The Company reports earnings (loss) per share in accordance with FASB Accounting Standards Codification (“ASC”) 260. This statement requires dual presentation of basic and diluted earnings per share amounts and are based on the weighted average share of common stock outstanding. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants and convertible securities, unless the
4

effect is to reduce a loss or increase earnings per share. Accordingly, this presentation has been adopted for the periods presented. There were no adjustments required to net income for the period presented in the computation of diluted earnings per share. There were no common stock equivalents necessary for the computation of diluted loss per share.
Fixed Assets
Office equipment, vehicles and computer software are carried at cost, net of accumulated depreciation and amortization. Depreciation and amortization are provided using the straight- line method over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the assets or the terms (including renewal periods, as appropriate) of the related leases, whichever is shorter.
When fixed assets are sold or retired, their costs and accumulated depreciation or amortization are eliminated from the accounts and any gain or loss resulting from their disposal is included in the statement of operations.
The Company incurs repair and maintenance expenses on its vehicles and equipment. These expenses are recognized when incurred, unless such repairs significantly extend the life of the asset, in which case the cost of the repairs is amortized over the remaining useful life of the asset utilizing the straight-line method.
Due From Affiliate
The amount due from affiliate represents management fees earned for services provided to an equity method investment in prior periods.
Basis of Consolidation
We present the financial statements of the Company and consolidate those financial statements with the financial statements of all subsidiaries that the Company controls. All significant intercompany transactions and balances have been eliminated from the consolidated financial statements.
Equity Method Investment
Investments in affiliated companies that the Company does not control, but over which the Company exerts significant operating and financial influence, are accounted for using the equity method. Due to the nature of the operating agreement in place with TPI’s minority shareholders, the Company has determined that it does not control TPI and has accordingly recorded it as an equity method investment.
Revenue Recognition
The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
5

Allowance for Doubtful Accounts
Trade accounts receivable are stated net of an allowance for doubtful accounts. The Company estimates the allowance based on an analysis of specific customers, taking into consideration the age of past due accounts and an assessment of the customer’s ability to pay. As of June 30, 2019 and 2018, all remaining accounts receivable were considered collectible. Accordingly, no allowance has been provided in the accompanying financial statements.
Inventory
Inventory consists of parts and materials valued at the lower of cost (first-in, first-out method) or net realizable value.
Subsequent Events
In preparing the consolidated financial statements, the Company has evaluated subsequent events through September 26, 2019, which is the date the financial statements were available to be issued.
ITEM 2: Going Concern Statement
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company’s ability to continue as a going concern is contingent upon its ability to achieve and maintain profitable operations, and the Company’s ability to raise additional capital as required. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The liquidity situation is improving rapidly, but ultimate success depends upon signed contracts with commensurate financing. (See subsequent events)
ITEM 3: Tower Performance, Inc.’s Liabilities
In conjunction with the purchase of eighty percent (80%) of TPI’s stock on October 31, 2015, the Company entered into three subordinated promissory notes of $266,667 each, payable to the three individual sellers (the “Sellers”) of TPI upon maturity in November 2018. Interest is payable monthly at a five percent (5%) annual rate and is current through the period ended June 30, 2019 and 2018. Although the maturity date was November 2018, the Company feels strongly that a favorable restructuring of this debt obligation will occur by December 31, 2019.
The TPI purchase agreement also provides Sellers with a put option requiring the Company to purchase the remaining twenty percent (20%) of TPI stock. The put option became exercisable at August 31, 2018; and, subsequent to that date, was exercised by the Sellers prior to its expiration. The put price is to be calculated by multiplying TPI’s average gross profit for the 12 month periods ending March 31, 2016, 2017 and 2018 by .829, minus the initial purchase price of $2,200,000. The Sellers have calculated a put price of $335,000, but the Company has yet to finalize the put option transaction. No amounts have been recorded related to the put option as of June 30, 2019 or 2018.
In addition, the Company owes Sellers $300,000 held in a deposit account for three years after the transaction date. This amount does not bear interest and is expected to be paid by December 31, 2019. The liability was recorded as debt at June 30, 2019 and 2018.
6

ITEM 4: Debt Information
On February 10, 2016, The New Telephone Co. and B & L Telephone, LLC, subsidiaries of the Company, borrowed $115,625.00 plus interest at a rate of thirty two percent (32%) payable at $433.59 per day from CAN Capital. As of March 31, 2018, the outstanding principal balance was $26,450.31. The Company negotiated a favorable settlement of this obligation during the nine months ending March 31, 2019 and paid $10,000.00 to CAN Capital. The remaining $16,450.31 balance was record as “Other Income” in the Statement of Operations.
On March 26, 2007, New Telephone, Inc. borrowed $750,000 from Banco Poplar at a rate
of Prime + 2.75 percent per annum. Said loan was secured by New Telephone, Inc.’s assets, real estate owned by Rink Media and a personal guarantee of Douglas Rink. On August 17, 2017 Banco Poplar filed suit against New Telephone, Inc., Rink Media and Douglas Rink personally for non-payment of this loan. As of March 31, 2018, the outstanding principal balance of this obligation was $115,750.00. The Company negotiated a favorable settlement of this obligation during the nine months ending March 31, 2019 and paid $81,478.02 to Banco Poplar. The remaining $34,271.98 balance was record as “Other Income” in the Statement of Operations.
On June 6, 2014, Templeton Family Holdings purchased a convertible debenture from the Company in the amount of $110,000 plus interest payable monthly at a rate of six percent (6%) per annum. On July 10, 2017 Templeton Family Holdings filed suit against the Company for non- payment. On November 20, 2017, the court issued a judgment to Templeton Family Holdings in the amount of $112,000 plus interest and attorneys’ fees. As of March 31, 2018, the outstanding principal balance was $110,000 and the outstanding interest and fees was $10,564.06. The outstanding interest and fees were paid in the quarter ended March 31, 2019. Templeton Family Holdings exercised its option to convert the outstanding principal balance to 314,286 shares of common stock at a rate of $.35 per common share. These common shares were issued on March 13, 2019.
On October 20, 2015, James M. Templeton loaned the Company $300,000 payable at $25,000 per month at an interest rate of ten percent (10%) per annum, with principal and interest paid monthly and with all payments due in full by October 15, 2016. On October 5, 2016, Mr. Templeton filed suit against the Company in the amount of $300,000 plus interest and attorneys’ fees for non- payment. On August 28, 2017 the court awarded Mr. Templeton a judgment in the amount of $300,000 plus interest and attorneys’ fees, which were recorded as liabilities at March 31, 2019. On December 3, 2018, the remaining principal balance, including accrued interest, was $75,000. On that date, Mr. Templeton exercised his option to convert the outstanding balance to 375,000 shares of common stock at the rate of $.25 per common share.
On May 20th, 2016 Peoples Bank, Inc. in Newton, NC loaned the Company $650,000 on two different tracks of land, including buildings. At the same time Peoples Bank loaned the Company $500,000 as a revolving account for the Company. In December 2016 the Company sold its property located at 725 11th Ave. SE, Hickory NC and reduced the $650,000 loan by $380,000. On July 25, 2018 Peoples Bank filed suit against the Company for non-payment on each of the above (See “Commitments and Contingencies”). Peoples Bank followed this action with a foreclosure suit against the Company on the office building of the Company. Sale of said foreclosure property was held during the month of November 2018. At the time legal action
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began, the approximate balance was $680,355.89 which was reflected as an outstanding obligation at March 31, 2018 in the accompanying Balance Sheet. It was anticipated that a deficiency balance would remain after the foreclosure sale. This balance was dealt with in the courts in accordance with the suit initially filed by Peoples Bank. After the foreclosure sale, the Company negotiated a fair rental agreement with the new owner. The property was sold by the bank for $400,000.00, which ultimately left a deficiency balance of $338,957.85 (including all attorneys’ fees, property taxes and closing costs). During the nine months ending March 31, 2019, this deficiency balance was settled by executing a Promissory Note to Peter A. R. Sharman for $138,957.85 and the issuance of 800,000 shares of common stock to Christopher L. Sharman with a conversion price of $.25 per common share. This Promissory Note is payable at $1,000.00 per month (payment includes principal and interest at 6% per annum) for 23 months with a final balloon payment on April 11, 2021 (final payment includes all outstanding principal and interest).
On May 16, 2018 the Company issued to James M. Templeton a promissory note in the amount of $78,114.77 with an interest rate of five percent (5%) per annum payable upon demand with an option to convert to Company preferred stock at $.10 cents per share at any time prior to maturity. The maturity date of this Convertible Debenture is May 16, 2023. Said note was issued in connection with a settlement and mutual release agreement with Mr. Templeton and certain shareholders.
On November 23, 2018, Douglas L. Miller purchased a Convertible Debenture from the Company in the amount of $60,000.00 plus interest payable monthly at a rate of six percent (6%) per annum. The maturity date of this Convertible Debenture is November 23, 2023. Under the terms of this Convertible Debenture, Mr. Miller is entitled, at his option, to convert all or any lesser portion of the outstanding principal amount into shares of common stock of the Company at a conversion price of $.25 per common share at any time prior to maturity.
On December 21, 2018, James M. Templeton purchased a Convertible Debenture from the Company in the amount of $100,000.00 plus interest payable monthly at a rate of six percent (6%) per annum. The maturity date of this Convertible Debenture is December 21, 2023. Under the terms of this Convertible Debenture, Mr. Templeton is entitled, at his option, to convert all or any lesser portion of the outstanding principal amount into shares of common stock of the Company at a conversion price of $.25 per common share at any time prior to maturity.
On January 8, 2019, James M. Templeton purchased a Convertible Debenture from the Company in the amount of $150,000.00 plus interest payable monthly at a rate of six percent (6%) per annum. The maturity date of this Convertible Debenture is January 8, 2024. Under the terms of this Convertible Debenture, Mr. Templeton is entitled, at his option, to convert all or any lesser portion of the outstanding principal amount into shares of common stock of the Company at a conversion price of $.25 per common share at any time prior to maturity.
On March 13, 2019, James M. Templeton purchased a Convertible Debenture from the Company in the amount of $100,000.00 plus interest payable monthly at a rate of six percent (6%) per annum. The maturity date of this Convertible Debenture is March 13, 2024. Under the terms of this Convertible Debenture, Mr. Templeton is entitled, at his option, to convert all or any lesser portion of the outstanding principal amount into shares of common stock of the Company at a conversion price of $.25 per common share at any time prior to maturity.
On March 28, 2019, Charles D. Miller purchased a Convertible Debenture from the Company in the amount of $150,000.00 plus interest payable monthly at a rate of six percent (6%) per annum.
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The maturity date of this Convertible Debenture is March 28, 2024. Under the terms of this Convertible Debenture, Mr. Miller is entitled, at his option, to convert all or any lesser portion of the outstanding principal amount into shares of common stock of the Company at a conversion price of $.25 per common share at any time prior to maturity.
On March 29, 2019, James M. Templeton purchased a Convertible Debenture from the Company in the amount of $100,000.00 plus interest payable monthly at a rate of six percent (6%) per annum. The maturity date of this Convertible Debenture is March 29, 2024. Under the terms of this Convertible Debenture, Mr. Templeton is entitled, at his option, to convert all or any lesser portion of the outstanding principal amount into shares of common stock of the Company at a conversion price of $.25 per common share at any time prior to maturity.
On March 29, 2019, Peter A. R. Sharman purchased a Convertible Debenture from the Company in the amount of $107,250.00 plus interest payable monthly at a rate of six percent (6%) per annum. The maturity date of this Convertible Debenture is March 29, 2024. Under the terms of this Convertible Debenture, Mr. Sharman is entitled, at his option, to convert all or any lesser portion of the outstanding principal amount into shares of common stock of the Company at a conversion price of $.25 per common share at any time prior to maturity.
On May 22, 2019, James M. Templeton purchased a Convertible Debenture from the Company in the amount of $100,000.00 plus interest payable monthly at a rate of six percent (6%) per annum. The maturity date of this Convertible Debenture is May 22, 2024. Under the terms of this Convertible Debenture, Mr. Templeton is entitled, at his option, to convert all or any lesser portion of the outstanding principal amount into shares of common stock of the Company at a conversion price of $.25 per common share at any time prior to maturity.
On June 18, 2019, Sherry T. Miller purchased a Convertible Debenture from the Company in the amount of $95,000.00 plus interest payable monthly at a rate of six percent (6%) per annum. The maturity date of this Convertible Debenture is June 18, 2024. Under the terms of this Convertible Debenture, Ms. Miller is entitled, at her option, to convert all or any lesser portion of the outstanding principal amount into shares of common stock of the Company at a conversion price of $.25 per common share at any time prior to maturity.
On February 21, 2019, the Company settled its legal matters with TCA Global by executing a Promissory Note in the amount of $400,000.00 plus giving title to a small tract of land in Lexington, NC with a transfer value of $100,000.00. This tract of land was not carried on the accounting records by the prior management; therefore, there is no Balance Sheet or Income Statement effect with its release to TCA Global. The Company recognized $300,000.00 as “Other Income” in the Statement of Operations as a result of the TCA Global settlement (See “Commitments and Contingencies”). The Promissory Note required the Company pay $150,000.00 to TCA Global on April 3, 2019 and $15,000.00 per month for 16 months and a final payment of $10,000.00 in the 17th month. This Promissory Note bears no interest rate. This Promissory Note had a balance at March 31, 2018 of $700,000.00.
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Future scheduled long-term debt maturities are as follows for the years ending June 30:
2020 $ 183,803
2021 $ 174,543
2022 $-
2023 $ 78,115
2024 $ 872,250
Thereafter $ 95,000
Please see the Commitments and Contingencies Footnote below for additional legal matters related to certain Debt Instruments.
ITEM 5: Impairment of Long-lived Assets
In accordance with FASB Accounting Standards Codification (“ASC”) 360, “Accounting for the Impairment or Disposal of Long-lived Assets”, the Company reviews long-lived assets, such as rental equipment and fixed assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be fully recoverable. Recoverability of asset groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount exceeds its estimate future cash flows, an impairment charge is recognized as the amount by which the carrying amount of an asset group exceeds the fair value of the asset group. The Company evaluated its long-lived assets, including its equity method investment, and the Company does not consider these assets to be impaired.
ITEM 6: Income Taxes
Income taxes are accounted for in accordance with FASB Accounting Standards Codification (“ASC”) 740, “Accounting for Income Taxes.” A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and for net operating loss carry forwards.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or the entire deferred tax asset will not be fully realizable. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.
The Company expects to see a higher effective tax rate as a result of higher revenues and lower costs throughout the fiscal year. The effective tax rate for the period ended June 30, 2019 was zero percent (0%).
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ITEM 7: Fair Value of Financial Instruments
Financial instruments consist principally of cash, accounts and related party receivables, trade and related party payables, accrued liabilities and short-term obligations. The carrying amounts of such financial instruments in the accompanying consolidated balance sheets approximate their fair values due to their relatively short-term nature.
The carrying value of the Company’s long-term debt approximates fair value based on current market conditions for similar debt instruments.
ITEM 8: Use of Estimates
The preparation of the accompanying financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting periods. Actual results may differ from those estimates and assumptions.
ITEM 9: Commitments and Contingencies
On May 9, 2018, Peoples Bank filed a complaint against the Company, MMMG Transport, LLC, New TPI, LLC and Douglas Rink in the North Carolina General Court of Justice, Superior Court Division for Catawba County (Case No. 18-CVS-1256). Plaintiff Peoples Bank alleged in its complaint that the Company defaulted on two promissory notes in the original principal amounts of $650,000.00 and $500,000.00 (collectively, the “Promissory Notes”). Peoples Bank alleged that the principal sum of $680,355.89 plus interest remain unpaid on the Promissory Notes. Plaintiff further alleged that defendant Douglas Rink executed and delivered an unlimited personal guaranty of the Promissory Notes, and that the Company’s subsidiaries (MMMG Transport, LLC and New TPI, LLC) granted Plaintiff a security interest in certain assets and real property to secure the loans. Plaintiff sought the payment of the unpaid principal sums plus interest and related costs and attorneys’ fees associated with this action. After the filing of the complaint, Peoples Bank assigned all of its interests in the Promissory Notes to third parties Peter Sharman and Donna Sharman, who are now successors in interest to Peoples Bank on the Promissory Notes and are served as the Plaintiffs in this legal proceeding. The Sharmans purchased the bank’s position for $400,000.00 which left a deficiency balance of $338,957.85. The Company executed a Promissory Note with the Sharmans for $138,957.85 and issued 800,000 shares of common stock to Christopher L. Sharman at a conversion rate of $.25 per common share. The Company negotiated a favorable Lease Agreement with the Sharmans of $4,000 per month, triple net, for 24 months.
On August 23, 2018, the Company filed a complaint against Douglas Rink in the North Carolina General Court of Justice, Superior Court Division for Catawba County (Case No. 18-CVS-2382). In the Company’s action against Doug Rink, the Company sought to invalidate 5 million shares of Common Stock and 350,000 shares of Series A Preferred Stock. The Company also sought to invalidate 247,975 additional shares of Common Stock that Doug Rink improperly transferred to himself in connection with the settlement of a lawsuit with another party (Todd Rankin). Defendant Rink served as the President, CEO and Chairman of the board of directors of the Company from 2013 until his resignation on April 19, 2018. The complaint alleged that defendant
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Rink breached his fiduciary duties while serving as an officer and director of the Company and engaged in self-interested transactions to benefit himself at the expense of the Company. The complaint alleged that defendant Rink improperly issued shares of the Company’s common stock and Series A Preferred Stock to himself without the vote, consent or approval of all the members of the board of directors of the Company. The complaint further alleged that defendant Rink mismanaged the Company’s operations and finances and that he misappropriated certain of the Company’s assets for his personal use and benefit. The complaint asserted claims against defendant Rink for declaratory relief, breach of fiduciary duty, constructive fraud, unfair and deceptive trade practices, negligence, conversion and civil theft. Defendant Rink responded to the complaint on December 27, 2018, denying the allegations of the Company’s complaint and asserting various counterclaims against the Company, including a request for a judicial dissolution and appointment of a receiver. On March 1, 2019, the Company and Douglas Rink entered into a Settlement and Release Agreement whereby Douglas Rink would, among other things, on or before April 1, 2019 deliver to the Company all Company stock certificates in his possession or control, sign a stipulation of dismissal with prejudice of his counterclaims in Case No. 18-CVS-2382 and resign as an officer, director and/or manager of all of the Company’s subsidiaries. Pursuant to the same Settlement and Release Agreement, the Company agreed to, among other things, on or before April 1, 2019 file a stipulation of dismissal with prejudice of the claims in Case No. 18-CVS-2382 and pay Douglas Rink the amount of $175,000. On May 10, 2019, Douglas Rink’s shares of common stock and preferred stock of the Company were canceled. To the Company’s knowledge, the obligations of the Company and Douglas Rink under the Settlement and Release Agreement have been satisfied and the case has been dismissed.
On August 16, 2018, TCA Global Credit Master Fund (“TCA”) filed, as the sole petitioning creditor, an involuntary bankruptcy petition under title 11 of the U.S. Bankruptcy Code against the Company (the “Involuntary Petition”). The Involuntary Petition was filed in the United States Bankruptcy Court for the Western District of North Carolina (Case No. 18-50532). The Company disputes that the Involuntary Petition was properly filed. The Company reached a favorable settlement with TCA Global on February 21, 2019. The Company executed a Promissory Note in the amount of $400,000.00 plus gave TCA Global clear title to a tract of land in Lexington, NC. This tract of land was not carried on the accounting records of the previous management so there is no Balance Sheet or Income Statement affect for this transfer of land. The Promissory Note obligated the Company to pay $150,000.00 on April 3, 2109 and $15,000.00 per month for 16 months with a final payment of $10,000.00 in the 17th month. This Promissory Note bears no interest rate. This settlement resulted in a $300,000.00 reduction in the total amount due and this reduction is accounted for in “Other Income” on the Statement of Operations.
Banco Poplar North America v. The New Telephone Company
Banco Popular obtained a default judgment in the total amount of approximately $131,000 (including principal, interest and fees). The Company settled this obligation with Banco Poplar with a payment of $81,478.02. This settlement resulted in a $34,271.98 reduction in the total amount due and this reduction is accounted for in “Other Income” on the Statement of Operations.
Where a probable contingent liability exists and the amount of the loss can be easily estimated, the Company records the estimated liability. Considerable judgment is required in analyzing and recording such liabilities and actual results may vary from the estimates. Management is not aware of any unrecorded liabilities for which payment is probable and the amount can be reasonably estimated.
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[samplescave]

DID YA KNOW THAT FRTN IS MOVING THEIR INCORPORATION????

“... reincorporation of Fortran Corporation from the State of North Carolina to the State of Delaware...”

Ya g o t t a wonder why...

;)

[samplescave]

Company Update
Fortran Corporation Launches New Website and Investor Relations Portal

22 January, 2020

[samplescave]

LOOKIE!!!!! Is this in anticipation of an Uplist or Merger?????

”... reincorporation of Fortran Corporation from the
State of North Carolina to the State of Delaware...”

IT WAS APPROVED!!!!!!

WHAT A SCAM, EH????? OMG!!!!! SERIOUSLY?!?!?!?!?!?

AAAAAAAAAAAAAAAHAHAHAHAHAHAHAHAHA!!!!!!!!!

[samplescave]

5 Types of Company Mergers

Types of Mergers
There are five commonly-referred to types of business combinations known as mergers: conglomerate merger, horizontal merger, market extension merger, vertical merger and product extension merger. The term chosen to describe the merger depends on the economic function, purpose of the business transaction and relationship between the merging companies.

Conglomerate

A merger between firms that are involved in totally unrelated business activities. There are two types of conglomerate mergers: pure and mixed. Pure conglomerate mergers involve firms with nothing in common, while mixed conglomerate mergers involve firms that are looking for product extensions or market extensions.

Example

A leading manufacturer of athletic shoes, merges with a soft drink firm. The resulting company is faced with the same competition in each of its two markets after the merger as the individual firms were before the merger. One example of a conglomerate merger was the merger between the Walt Disney Company and the American Broadcasting Company.

Benefits of a Merger or Acquisition

Horizontal Merger

A merger occurring between companies in the same industry. Horizontal merger is a business consolidation that occurs between firms who operate in the same space, often as competitors offering the same good or service. Horizontal mergers are common in industries with fewer firms, as competition tends to be higher and the synergies and potential gains in market share are much greater for merging firms in such an industry.

Example

A merger between Coca-Cola and the Pepsi beverage division, for example, would be horizontal in nature. The goal of a horizontal merger is to create a new, larger organization with more market share. Because the merging companies' business operations may be very similar, there may be opportunities to join certain operations, such as manufacturing, and reduce costs.

Market Extension Mergers

A market extension merger takes place between two companies that deal in the same products but in separate markets. The main purpose of the market extension merger is to make sure that the merging companies can get access to a bigger market and that ensures a bigger client base.

Example

A very good example of market extension merger is the acquisition of Eagle Bancshares Inc by the RBC Centura. Eagle Bancshares is headquartered at Atlanta, Georgia and has 283 workers. It has almost 90,000 accounts and looks after assets worth US $1.1 billion.

Eagle Bancshares also holds the Tucker Federal Bank, which is one of the ten biggest banks in the metropolitan Atlanta region as far as deposit market share is concerned. One of the major benefits of this acquisition is that this acquisition enables the RBC to go ahead with its growth operations in the North American market.

With the help of this acquisition RBC has got a chance to deal in the financial market of Atlanta , which is among the leading upcoming financial markets in the USA. This move would allow RBC to diversify its base of operations.

Product Extension Mergers

A product extension merger takes place between two business organizations that deal in products that are related to each other and operate in the same market. The product extension merger allows the merging companies to group together their products and get access to a bigger set of consumers. This ensures that they earn higher profits.

Example

The acquisition of Mobilink Telecom Inc. by Broadcom is a proper example of product extension merger. Broadcom deals in the manufacturing Bluetooth personal area network hardware systems and chips for IEEE 802.11b wireless LAN.

Mobilink Telecom Inc. deals in the manufacturing of product designs meant for handsets that are equipped with the Global System for Mobile Communications technology. It is also in the process of being certified to produce wireless networking chips that have high speed and General Packet Radio Service technology. It is expected that the products of Mobilink Telecom Inc. would be complementing the wireless products of Broadcom.

Vertical Merger

A merger between two companies producing different goods or services for one specific finished product. A vertical merger occurs when two or more firms, operating at different levels within an industry's supply chain, merge operations. Most often the logic behind the merger is to increase synergies created by merging firms that would be more efficient operating as one.

Example

A vertical merger joins two companies that may not compete with each other, but exist in the same supply chain. An automobile company joining with a parts supplier would be an example of a vertical merger. Such a deal would allow the automobile division to obtain better pricing on parts and have better control over the manufacturing process. The parts division, in turn, would be guaranteed a steady stream of business.

Synergy, the idea that the value and performance of two companies combined will be greater than the sum of the separate individual parts is one of the reasons companies merger.

[samplescave]

COULD BE JUST AN OLD FASHIONED REVERSE MERGER, YES? WHAT DO YA THINK?

;)

;)

;)