First Canadian American Holding Corp – ‘8-K’ for 9/8/00 – EX-20

On:  Monday, 9/11/00, at 5:03pm ET   ·   For:  9/8/00   ·   Accession #:  1092306-0-138   ·   File #:  0-22947

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8-K Dated September 8, 2000                       4     12K 
 2: EX-10       Offer Letter From Registrant to Thomas La Rose         1      7K 
 3: EX-20       Board Resolution Authorizing Sale of Common Stock      2±    10K 

EX-20   —   Board Resolution Authorizing Sale of Common Stock

                                                                EXHIBIT NO. 20.1

 UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
ADATOM.COM, INC.
----------------

     Pursuant to Section 141(f) of the General  Corporation  Law of the State of
Delaware,  and Article II,  Section 14 of the By-Laws of  Adatom.com,  Inc. (the
"Company"), the undersigned, being all of the currently serving Directors of the
Company, do hereby consent to the adoption of the following resolutions:        

 SALE OF STOCK TO RALPH K. FRASIER

     WHEREAS,  the  Company is  desirous  of raising  funds  through the sale of
common  stock and Ralph K.  Frasier  is  desirous  of  purchasing  shares of the
Company's common stock and;                                                     

     WHEREAS,  Mr.  Frasier is desirous of investing  $100,000,  and the closing
price of the Company's common stock on September 7, 2000 was $1.09 per share;   

WHEREAS, the Company is willing to issue stock at a 15% uplift;       

     NOW,  THEREFORE,  BE IT RESOLVED,  that the Company is  authorized to issue
105,504 shares of common stock to Mr. Frasier for payment of $100,000;          

     FURTHER  RESOVLED,  that the  foregoing  shares of the  common  stock to be
issued to Mr. Frasier shall be restricted stock under the Securities Act of 1933
and shall bear a legend to that effect;                                         

     FURTHER  RESOVLED,  that the Company hereby grants to Mr. Frasier the right
to "piggy back" the foregoing  common stock on each  Registration  Statement for
the sale of Common Stock filed by the Company (or any  securities of a successor
company of the Company) at the Company's cost and expense (except those incurred
by Mr. Frasier for legal fees and  commissions).  The obligations of the Company
to grant the right to "piggy  back"  expire  upon the earlier of  (i) after  the
Company has afforded the  opportunity  to Mr.  Frasier to exercise  registration
rights for three registrations, (ii) when all of the forgoing shares held by Mr.
Frasier may be sold by Mr. Frasier under  Rule 144  without being subject to any
volume  restrictions,  or  (iii) September  8, 2004.  The Company shall give Mr.
Frasier at least  30 days'  prior  notice of its  intent to file a  Registration
Statement.  For purposes of this  resolution,  the term  Registration  Statement
shall  mean any  registration  statement  for the sale of common  stock or other
securities filed by the Company or filed by any successor entity (in the case of
merger,  reclassification,  change,  consolidation,  sale or  conveyance  of the
Company)  under  the Act  (except  for a  registration  statement  on  Form S-4,
Form S-8, Form SB-2 or any successor form thereto and except for a registration 
statement filed pursuant to that certain  Registration  Rights Agreement between
the Company and the purchasers of the Company's  Series A Convertible  Preferred
Stock, dated June 22, 2000) and;                                                

     FURTHER RESOVLED, that the officers of the Company, or any one of them, are
hereby   authorized  and  empowered  to  take  such  actions  and  execute  such
instruments  on behalf of the Company as are in their  discretion  necessary  or
desirable to effectuate the foregoing resolutions.                              

     This  Unanimous  Written  Consent may be signed in  multiple  counterparts,
which together shall  constitute a single  document.  For purposes of reference,
this Unanimous Written Consent shall be dated as of September 8, 2000.          

     IN WITNESS WHEREOF,  the undersigned  have executed this Unanimous  Written
Consent.                                                                        

-------------------------------------                                           
Richard S. Barton                                                               

-------------------------------------                                           
Sridhar Jagannathan                                                             

-------------------------------------                                           
Ralph K. Frasier                                                                

-------------------------------------                                           
Victor W. Nee                                                                   

Dates Referenced Herein

This ‘8-K’ Filing		Date		Other Filings
		9/8/04		None on these Dates
Filed on:		9/11/00
For Period End:		9/8/00
		9/7/00
		6/22/00
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