Delaware
(State
or other jurisdiction
of
incorporation)
|
033-09218
(Commission
File
Number)
|
22-2742564
(I.R.S.
Employer
Identification
No.)
|
801
International Parkway, 5th floor
Lake
Mary, Florida
(Address
of principal executive offices)
|
32746
(Zip
Code)
|
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
· |
Article
II, Section 3, Voting:
This provision was amended to delete language stating that only holders
of
shares of common stock are entitled to vote. In addition, this provision
was amended to provide for voting at stockholder meetings by written
ballot on the vote of a majority-in-interest of those stockholders
present
in person or by proxy instead of on demand of any
stockholder.
|
· |
Article
II, Section 5, Quorum:
This provision was amended to delete language stating that only holders
of
shares of common stock count in determining a
quorum.
|
· |
Article
II, former Section 8, Business Transacted:
This provision, which provided that no business other than that stated
in
the notice shall be transacted at any meeting without the unanimous
consent of all stockholders entitled to vote, was deleted in its entirety
to provide for more flexibility.
|
· |
Article
III, Section 1, Number and Term:
This provision was amended to (i) allow the Board of Directors to
determine the number of directors by resolution (though such number
shall
not be less than one nor more than 15) and (ii) delete language requiring
the number of directors to be three or more where there are more than
two
stockholders.
|
· |
Article
III, Section 7, Action without Meeting:
This provision was amended to delete language requiring a written consent
of directors to be signed and delivered before the
action.
|
· |
Article
V, Section 1, Officers:
This provision was amended to (i) delete the requirement that the Company
have a Treasurer and (ii) provide for the removal and resignation of
officers.
|
· |
Article
V, former Sections 3-8:
The sections identifying specific duties of the Chairman, President,
Vice
President, Treasurer, Secretary and Assistant Treasurers and Assistant
Secretaries were deleted and replaced with a new Section 3, which provides
that the officers of the Company shall have such powers and duties
as may
be prescribed 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, Section 1, Certificates of Stock:
This section was revised to delete language requiring the Company to
summarize the designations, preferences and relative participating,
optional or other special rights of a class of stock on the back of
the
stock certificates representing such class of
stock.
|
(d) |
Exhibits.
|
Exhibit No. |
Description
|
3.1 | Amended and Restated Bylaws of Air Brook Airport Express, Inc. dated as of August 16, 2007. |
SPORTSQUEST, INC. | ||
|
|
|
Date: September 20, 2007 | By: | |
R. Thomas Kidd |
||
President and Chief Executive Officer |
Exhibit No. |
Description
|
3.1 | Amended and Restated Bylaws of Air Brook Airport Express, Inc. dated as of August 16, 2007. |