Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G 10Sb for Pacific Health Care Organization, Inc. 33± 142K
2: EX-3.1 Articles of Incorporation and Amendments 11± 28K
3: EX-3.2 Bylaws and Amendments 29± 68K
4: EX-4 2002 Stock Option Plan 14± 57K
5: EX-21 Subsidiaries of the Registrant 1 4K
EX-3.1 — Articles of Incorporation and Amendments
ARTICLES OF INCORPORATION
OF
CLEAR AIR, INC.
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, have
associated ourselves together for the purpose of forming a corporation
under and by virtue of the laws of the State of Utah, and for that purpose
we do hereby certify, declare and agree as follows:
ARTICLE I
---------
NAME
The name of this corporation shall be Clear Air, Inc.
ARTICLE II
----------
DURATION
The existence of this corporation shall be perpetual unless sooner
dissolved or disincorporated according to law.
ARTICLE III
------------
This corporation is organized at Ogden, Weber County, State of Utah,
which shall be the place of its general business, but branch offices may be
established at any place the Board of Directors determine to be necessary
or convenient for the conduct of the business of this corporation.
ARTICLE IV
----------
INCORPORATORS
--------------
The names of the parties to this agreement, who are the incorporators
of this corporation, and their places of residence are as follows; to-wit:
Ralph W. Taylor 1720 East 46th South
Ogden, Utah
Grant L. Anderson 1321 Darling
Ogden, Utah
Wilbur W. Hish Rural Route #1, Box 82
Alton, Illinois 60120
1
ARTICLE V
---------
REGISTERED OFFICE AND REGISTERED AGENT
---------------------------------------
The address of the initial office and the name of the initial
registered agent of this corporation shall be Ralph W. Taylor, c/o Ralph W.
Taylor Steel Company, 222 West 20th Street, Ogden, Utah.
ARTICLE VI
----------
CAPITAL STOCK
--------------
This corporation will not commence business in the State of Utah until
consideration of the value of at least one thousand dollars ($1,000.00) has
been received for the issuance of shares of stock of said corporation.
The amount of capital stock of this corporation shall be 15,000,000
shares with a par value of two cents ($.02) per share.
ARTICLE VII
-----------
PURSUIT AND BUSINESS
---------------------
The pursuit and business of this corporation shall be as follows:
(1) To engage in any lawful business which may be conducted under the
laws of the State of Utah.
(2) Among other things, to carry on the business of selling,
promoting, manufacturing, engineering and leasing of incinerators of a type
covered specific U.S. patents for the purpose of incineration of garbage.
The corporation further contemplates activities in the area of air
pollution, including research and development in the area of incineration
with respect to the corporation's patents.
ARTICLE VIII
-------------
NUMBER OF DIRECTORS
--------------------
The number of directors constituting the original Board of Directors
to serve until the first annual meeting of the shareholders shall be three,
and the names and residences of these directors are as follows:
Name Address
---- -------
Ralph W. Taylor
1720 East 46th South
Ogden, Utah
Grant L. Anderson 1321 Darling
Ogden, Utah
Wilbur W. Hish Rural Route #1, Box 82
Alton, Illinois 60120
2
ARTICLE IX
-----------
PREEMPTIVE RIGHTS
-----------------
The shareholders of this corporation shall not be entitled to
preemptive rights with respect to any subsequent issuance of stock by the
corporation.
ARTICLE X
---------
VOTING
------
All stock issued by the corporation shall be common stock with equal
voting rights vested in each share. However, cumulative voting for the
election of directors shall not be allowed.
IN WITNESS WHEREOF, we have hereunto set our hands this __ day of
April , 1970.
/s/ Ralph W. Taylor
-----------------------
/s/Grant L. Anderson
------------------------
/s/ Wilbur W. Hish
-----------------------
STATE OF UTAH )
) ss.
COUNTY OF SALT LAKE )
I David B. Dee, a notary public, hereby certify that on the 14th day
of April, 1970, personally appeared before me Ralph W. Taylor and Grant L.
Anderson who, being by me first duly sworn, severally declared that they
are the persons who signed the foregoing document as incorporators and that
the statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 14th day
of April, 1970.
My commission expires:
/s/ David B. Dee
April 10, 1971
--------------------
Notary Public
Residing at Salt Lake City, Utah
STATE OF )
) ss.
COUNTY OF )
3
I /s/ Ruth A. DeCastir , a notary public, hereby certify that on
the 15th day of April, 1970, personally appeared before me Wibur W. Hish,
who being by me first duly sworn, declare that he is one of the persons who
signed the foregoing document as an incorporator and that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 15 day
of April, 1970.
My commission expires: Addison, Illinois
2/18/1971 Notary Public
Residing at:
4
ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION
--------------------------------------------------
OF
--
CLEAR AIR, INC.
---------------
We, the undersigned, being the President and Assistant Secretary of
Clear Air, Inc., a corporation duly incorporated under the laws of the
State of Utah, do hereby file these Articles of Amendment to the Articles
of Incorporation of Clear Air, Inc., and in support thereof do hereby
certify the following:
1. That the name of the corporation submitting these Articles of
Amendment is Clear Air, Inc.
2. That at the annual meeting of the stockholders held on December
4, 1979, in accordance with the Bylaws of the corporation and pursuant to
the laws of the State of Utah regarding amendments to Articles of
Incorporation, the following amendments to the Articles of Incorporation of
Clear Air, Inc., were adopted by the shareholders:
A. Amendment to Article VI. That Article VI of the Articles
------------------------
Incorporation be amended to increase from 15,000,000 to 20,000,000 shares,
the number of authorized shares of capital (common) stock of the
corporation, $.02 par value.
B. Amendment to Article X. That Article X of the Articles of
-----------------------
Incorporation be amended as follows:
Article X
----------
Except as provided in Article XI all stock issued by the
corporation shall be common stock with equal voting rights vested
in each share. However, cumulative voting for the election for
directors shall not be allowed.
1
2. Amendment to All Article XI. That the Articles of
----------------------------
Incorporation be amended to add Articles XI, which Article shall
provide as follows:
Article XI
-----------
Preferred Stock
----------------
The corporation shall have a class of preferred stock which shall
be preferred as to liquidation only and shall consist of
1,000,000 authorized shares at $1.00 par value, with a 4%
dividend yield, on a cumulative basis. These preferred shares
shall be callable at a price of : $1.02 per dollar of stated
value, if called on or before June 30, 1982; $1.05 per dollar of
stated value if called between July 1, 1982 and June 30, 1985;
and $1.10 per dollar of stated value if called after July 1,
1985. The preferred stock, shall not be voting stock.
3. There were 7,117,000 shares of capital (common) stock, $.02 par
value, which were entitled to vote at the Stockholders' Meeting of December
4, 1979. This was the only class of stock authorized and/or outstanding of
the corporation at the time of the Stockholders' Meeting.
4. At the Stockholders' Meeting of December 4, 1979 there were
3,879,473 shares of capital (common) stock represented. The amendment to
increase the number of shares of authorized capital (common) stock $.02 par
value, from 15,000,000 shares to 20,000,000 shares and thus amend Article
VI of the Articles of Incorporation was unanimously approved by all of the
shares present at the meeting. The amendment to authorize a class of
preferred stock, and thus amend Article X and add Article XI to the
Articles of Incorporation, was passed by a vote of 3,844,473 shares in
favor of the Amendment and 35,000 shares against the Amendment.
5. The Amendment submitted authorizing 1,000,000 shares of a new
class of preferred stock, $1.00 par value, will result in a change in the
2
stated capital of the corporation since there will be a conversion of a
portion of the corporation's debt to an equity position and additionally,
some preferred shares will be issued by the corporation as a result of
certain offers to subscribe to such shares. The corporation will issue one
share of preferred stock in exchange for the cancellation of certain
corporate indebtedness evidenced by certain promissory notes payable, and
the cancellation shall be on the basis of $1.00 of debt cancelled for each
one share of preferred stock issued. In total, there will be an increase
in the stated capital of the corporation in the amount of $354,308.00. Of
this total, $170,854 represents a conversion of $170,854.00 of promissory
notes payable to 170,854 shares of preferred stock, at $1.00 par value.
The balance is reflected by the sale of 183,454 shares of preferred stock,
$1.00 par value.
Under penalties of perjury we declare that the foregoing is true,
to the best of our knowledge and belief.
Dated this 18th day of March, 1981.
/s/ William E. McMillen
-------------------------------------
William E. McMillen, President
/s/ Paul H. Freeman
-------------------------------------
Paul H. Freeman, Assistant Secretary
3
STATE OF FLORIDA )
) ss
COUNTY OF DADE )
BEFORE ME, the undersigned authority, personally appeared WILLIAM E.
McMILLEN and PAUL H. FREEMAN, who being first duly sworn, represented unto
me that he, William E. McMillen, as President, and Paul H. Freemen, as
Assistant Secretary, did execute the foregoing on behalf of the
corporation, and that the representations therein contained are true to the
best of their information and belief.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
18th day of March, 1981.
/s/ David Stewart
--------------------------------
Notary Public, State of Florida
at Large
My Commission Expires:
December 13, 1983
4
AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
CLEAR AIR, INC.
Clear Air, Inc., a corporation organized under the laws of the State of
Utah, on April 17, 1970, hereby adopts the following Amendments to its
Articles of Incorporation pursuant to the provisions of Utah Revised Business
Corporation Act, Section 16-10a-1006.
The Articles of Incorporation shall be amended to read as follows:
ARTICLE VI
----------
The authorized Capital Stock of the Corporation is Fifty Million
(50,000,000) shares of Common Stock, $.001 par value per share. The
authorized Preferred Stock of the Corporation is Five Million (5,000,000)
shares, $.001 par value per share, which may be issued in one or more series,
with designations, rights and privileges of such preferred stock as set by
the Board of Directors from time to time.
ARTICLE XI
----------
That the provisions of Section 16-10a-1704 shall not apply to the
Company, and in lieu of 16-10a-1704, the Corporation hereby adopts Section
16-10a-704 of the Utah Revised Business Corporation Act.
The shareholders also approved a one for seventy-five reverse split of
the issued and outstanding common shares of the Corporation. There are
currently 17,872,337 shares issued and outstanding in the Corporation.
Following the reverse split there will be approximately 290,000 common shares
outstanding.
1
The date of the adoption of the foregoing amendments and reverse split
by the Shareholders was September 18, 2000. The number of shares outstanding
in the Corporation and entitled to vote, as of the record date, on the
foregoing amendments and reverse split was 17,872,337. All common stock in
the Corporation is entitled to one vote per share for each matter coming
before the Shareholders. A majority of the shares constitutes a quorum of
the Shareholders. The number of shares that voted in favor of the foregoing
amendments and reverse split was 10,078,700 or 56% of the outstanding shares.
The number of shares that voted against the foregoing amendments and reverse
split was 36,300 or 0.2% of the outstanding shares.
Dated this September 25, 2000
CLEAR AIR, INC.
By: /s/ Rudy LaRusso
------------------------------------------
Rudy LaRusso, Secretary
2
AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
IMMUNOCLIN INTERNATIONAL, INC.
Clear Air, Inc., a corporation organized under the laws of the State of
Utah, on April 17, 1970, hereby adopts the following Amendment to its
Articles of Incorporation pursuant to the provisions of Utah Revised Business
Corporation Act, Section 16-10a-1006.
The Articles of Incorporation shall be amended to read as follows:
ARTICLE I
---------
NAME
-----
The name of the Corporation shall be Immunoclin International, Inc.
The date of the adoption of the foregoing amendment by the Shareholders
was September 18, 2000. The number of shares outstanding in the Corporation
and entitled to vote, as of the record date, on the foregoing amendment was
17,872,337. All common stock in the Corporation is entitled to one vote per
share for each matter coming before the Shareholders. A majority of the
shares constitutes a quorum of the Shareholders. The number of shares that
voted in favor of the foregoing amendment was 10,106,700 or 57% of the
outstanding shares. The number of shares that voted against the foregoing
amendment was 8,300 or 0.05% of the outstanding shares.
Dated this October 27, 2000
IMMUNOCLIN INTERNATIONAL, INC.
By: /s/ Tom Kubota
------------------------------
Tom Kubota, President
1
AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
IMMUNOCLIN INTERNATIONAL, INC.
Immunoclin International, Inc., a corporation organized under the laws
of the State of Utah, on April 17, 1970, hereby adopts the following
Amendment to its Articles of Incorporation pursuant to the provisions of Utah
Revised Business Corporation Act, Section 16-10a-1006.
The Articles of Incorporation shall be amended to read as follows:
ARTICLE I
----------
NAME
-----
The name of the Corporation shall be Pacific Health Care Organization,
Inc.
The date of the adoption of the foregoing amendment by the Shareholders
was January 31, 2001. The number of shares outstanding in the Corporation
and entitled to vote, as of the record date, on the foregoing amendment was
1,415,695. All common stock in the Corporation is entitled to one vote per
share for each matter coming before the Shareholders. A majority of the
shares constitutes a quorum of the Shareholders. The number of shares that
voted in favor of the foregoing amendment was 1,126,667 or 79% of the
outstanding shares. The number of shares that voted against the foregoing
amendment was -0- of the outstanding shares.
Dated this January 31, 2001
PACIFIC HEALTH CARE ORGANIZATION, INC.
By: /s/ Tom Kubota
---------------------------------------
Tom Kubota, President
1
Dates Referenced Herein
| This ‘10SB12G’ Filing | | Date | | Other Filings |
|---|
| |  |
| Filed on: | | 9/19/02 | | None on these Dates |
| | 1/31/01 |
| | 10/27/00 |
| | 9/25/00 |
| | 9/18/00 |
| List all Filings |
4 Subsequent Filings that Reference this Filing
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