Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration of Securities by a Small-Business 137 472K
Issuer
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 31 93K
Liquidation or Succession
3: EX-3.1 Articles of Incorporation/Organization or By-Laws 1 8K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws 1 8K
5: EX-3.3 Articles of Incorporation/Organization or By-Laws 1 9K
6: EX-3.4 Articles of Incorporation/Organization or By-Laws 1 10K
7: EX-3.5 Articles of Incorporation/Organization or By-Laws 7 36K
8: EX-4.1 Instrument Defining the Rights of Security Holders 4 19K
9: EX-5.1 Opinion re: Legality 2± 10K
10: EX-5.2 Opinion re: Legality 2 9K
11: EX-10.1 Material Contract 9 45K
12: EX-10.2 Material Contract 2 11K
13: EX-23.1 Consent of Experts or Counsel 1 8K
14: EX-23.3 Consent of Experts or Counsel 1 7K
15: EX-23.4 Consent of Experts or Counsel 1 7K
EX-4.1 — Instrument Defining the Rights of Security Holders
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Exhibit 4.1
ARTICLE I OF THE BY LAWS OF ACTO DIGITAL VIDEO U.S.A INC.
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Section 7. Removal of Directors At a meeting of shareholders, any director
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or the entire Board of Directors may be removed, with or without cause, provided
the notice of the meeting states that one of the purposes of the meeting is the
removal of the director. A director may be removed only if the number of votes
cast to remove him exceeds the number of votes cast against removal.
ARTICLE II OF THE BY LAWS OF ACTO DIGITAL VIDEO U.S.A INC.
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Section 1. Annual Meeting The annual meeting of the shareholders of the
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corporation for the elections of officers and for such other business as may
properly come before the meeting shall be held at such time and place as
designated by the Board of Directors.
Section 2. Special Meeting Special meetings of the shareholders shall be
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held when directed by the President of when requested in writing by shareholders
holding at least 10% of the Corporation's stock having the right and entitled to
vote at such meeting. A meeting requested by shareholders shall be called by the
President for a date not less than 10 nor more than 60 days after the request is
made. Only business within the purposes described in the meeting notice may be
conducted at a special shareholders' meeting.
Section 3. Place Meetings of the shareholders will be held at the principal
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place of business of the Corporation or at such other place as designated by the
Board of Directors.
Section 4. Notice A written notice of each meeting of the shareholders shall
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be mailed to each shareholder having the right and entitled to vote at the
meeting at the address as it appears on the records of the Corporation. The
meeting notice shall be mailed not less than 10 nor more than 60 days before the
date set for the meeting. The record date for determining shareholders entitled
to vote at the meeting will be the close of business on the day before the
notice is sent. The notice shall state the time and place the meeting is to be
held. A notice of a special meeting shall be sufficient for that meeting and any
adjournment of it. If a shareholder transfers any shares after the notice is
sent, it shall not be necessary to notify the transferee. All shareholders may
waive notice of a meeting at any time.
Section 5. Shareholder Quorum A majority of the shares entitled to vote,
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represented in person or by proxy shall constitute a quorum at a meeting of
shareholders. Any number of shareholders, even if less than a quorum, may
adjourn the meeting without further notice until a quorum is obtained.
Section 6. Shareholder Voting If a quorum is present, the affirmative vote
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of a majority of the shares represented at the meeting and entitled to vote on
the subject matter shall be the act of the shareholders. Each outstanding share
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. An alphabetical list of all shareholders who are entitled to
notice of a shareholders' meeting along with their addresses and the number of
shares held by each shall be produced at a shareholders' meeting upon the
request of any shareholder.
Section 7. Proxies A shareholder entitled to vote at any meeting of
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shareholders or any adjournment thereof may vote in person or by proxy executed
in writing and signed by the shareholder or his attorney-in-fact. The
appointment of proxy will be effective when received by the Corporation's
officer or agent authorized to tabulate votes. No proxy shall be valid more than
11 months after the date of its execution unless a longer term is expressly
stated in the proxy.
Section 8. Validation If shareholders who hold a majority of the voting
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stock entitled to vote at a meeting are present at the meeting, and sign a
written consent to the meeting on the record, the acts of the meeting shall be
valid, even if the meeting was not legally called and noticed.
Section 9. Conduct of Business by Written Consent Any action of the
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shareholders may be taken without a meeting if written consents, setting forth
the action taken, are signed by at least a majority of shares entitled to vote
and are delivered to the officer or agent of the Corporation having custody of
the Corporation's records within 60 days after the date that the earliest
written consent was delivered. Within 10 days after obtaining an authorization
of an action by written consent, notice shall be given to those shareholders who
have not consented in writing or who are not entitled to vote on the action. The
notice shall fairly summarize the material features of the authorized action. If
the action creates dissenters' rights, the notice shall contain a clear
statement of the right of dissenting shareholders to be paid the fair value of
their shares upon compliance with and as provided for the state law governing
corporations.
ARTICLE IV OF THE BY LAWS OF ACTO DIGITAL VIDEO U.S.A INC.
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Section 2. Shareholders' Inspection Rights A shareholder is entitled to
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inspect and copy, during regular business hours at a reasonable location
specified by the Corporation, any books and records of the Corporation. The
shareholder must give the Corporation written notice of this demand at least
five business days before the date on which he wishes to inspect and copy the
record(s). The demand must be made in good faith and for a proper purpose. The
shareholder must describe with reasonable particularity the purpose and the
records he desires to inspect, and the records must be directly connected with
this purpose. This Section does not affect the right of the shareholder to
inspect and copy the shareholders' list described in this Article if the
shareholder is in litigation with the Corporation. In such a case, the
shareholder shall have the same rights as any other litigant to compel the
production of corporate records for examination.
The Corporation may deny any demand for inspection if the demand was made for an
improper purpose, or if the demanding shareholder has within the two years
preceding his demand, sold or offered for sale any list of shareholders of the
Corporation or of any other corporation, had aided or abetted any person in
procuring any list of shareholders for that purpose, or has improperly used any
information secured through any prior examination of the records of this
Corporation or any other corporation.
Section 3. Financial Statements for Shareholders Unless modified by
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resolution of the shareholders within 120 days after the close of each fiscal
year, the Corporation shall furnish its shareholders with annual financial
statements which may be consolidated or combined statements of the Corporation
and one or more of its subsidiaries, as appropriate, that include a balance
sheet as of the end of the fiscal year, an income statement for that year, and a
statement of cash flows for that year. If financial statements are prepared for
the Corporation on the basis of generally accepted accounting principles, the
annual financial statements must also be prepared on that basis.
If the annual financial statements are reported upon by a public accountant, his
report must accompany them. If not, the statements must be accompanied by a
statement of the President or the person responsible for the Corporation's
accounting records stating his reasonable belief whether the statements were
prepared on the basis of generally accepted accounting principles and, if not,
describing the basis of preparation and describing and respects in which the
statements were not prepared on a basis of accounting consistent with the
statements prepared for the preceding year. The Corporation shall mail the
annual financial statements to each shareholder within 120 days after the close
of each fiscal year or within such additional time thereafter as is reasonably
necessary to enable the Corporation to prepare its financial statements.
Thereafter, on written request from a shareholder who was not mailed the
statements, the Corporation shall mail him the latest annual financial
statements.
Section 4. Other Reports to Shareholders If the Corporation indemnifies or
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advances expenses to any director, officer, employee or agent otherwise than by
court order or action by the shareholders or by an insurance carrier pursuant to
insurance maintained by the Corporation, the Corporation shall report the
indemnification or advance in writing to the shareholders with or before the
notice of the next annual shareholders' meeting, or prior to the meeting if the
indemnification or advance occurs after the giving of the notice but prior to
the time the annual meeting is held. This report shall include a statement
specifying the persons paid, the amounts paid, and the nature and status at the
time of such payment of the litigation or threatened litigation.
If the Corporation issues or authorizes the issuance of shares for promises to
render services in the future, the Corporation shall report in writing to the
shareholders the number of shares authorized or issued, and the consideration
received by the corporation, with or before the notice of the next shareholders'
meeting.
ARTICLE VI OF THE BY LAWS OF ACTO DIGITAL VIDEO U.S.A INC.
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Section 1. Issuance. The Board of Directors may authorize the issuance of some
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or all of the shares of any or all of its classes or series without
certificates. Each certificate issued shall be signed by the President and the
Secretary (or the Treasurer). The rights and obligations of shareholders are
identical whether or not their shares are represented by certificates.
Section 2. Registered Shareholders. No certificate shall be issued for any
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share until the share is fully paid. The Corporation shall be entitled to treat
the holder of record of shares as the holder in fact and, except as otherwise
provided by law, shall not be bound to recognize any equitable or other claim to
or interest in the shares.
Section 3. Transfer of Shares. Shares of the Corporation shall be transferred
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on its books only after the surrender to the Corporation of the share
certificates duly endorsed by the holder of record or attorney-in-fact. If the
surrendered certificates are cancelled, new certificates shall be issued to the
person entitled to them, and the transaction recorded on the books of the
Corporation.
Section 4. Lost, Stolen or Destroyed Certificates. If a shareholder claims to
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have lost or destroyed a certificate of shares issued by the Corporation, a new
certificate shall be issued upon the delivery to the Corporation of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed, and, at the discretion of the Board of Directors, upon the deposit
of a bond or other indemnity as the Board reasonably requires.
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