Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Registration Statement 56 243K
2: EX-3.1 Certificate of Incorporation 2± 14K
11: EX-3.10 Certificate of Incorporation 4 15K
12: EX-3.11 Articles of Incorporation of Global Group Intl. 7 27K
13: EX-3.12 Certificate of Designation, Powers, Prefs and Rts 9 32K
14: EX-3.13 Articles of Amendment -- Pioneer2000 2 15K
15: EX-3.14 Articles of Merger 3 20K
16: EX-3.15 Certificate of Merger 5 22K
17: EX-3.16 Bylaws of the Registrant 15 48K
3: EX-3.2 Articles of Incorporation of Gemma Global, Inc. 3 17K
4: EX-3.3 Reorganization Agreement 5 23K
5: EX-3.4 Certificate of Amendment to Certificate of Inc. 4 20K
6: EX-3.5 Certificate of Ownership and Merger 2 14K
7: EX-3.6 Articles/Certificate of Merger 2 16K
8: EX-3.7 Articles of Incorporation of Gemma Global, Inc. 6 26K
9: EX-3.8 Articles/Certificate of Merger 3 19K
10: EX-3.9 Articles of Amendment to the Articles of Inc. 4 20K
18: EX-4.1 Subordinated Capital Note, Sample Copy 7 34K
19: EX-4.2 Promissory Note 3 22K
20: EX-10.1 Indemnification Agreement With Ed Litwak 8 39K
29: EX-10.10 Assignment of License Agreements 1 11K
30: EX-10.11 Assignment of License 1 12K
21: EX-10.2 Indemnification Agreement With Nicolas Lagano, Jr. 8 39K
22: EX-10.3 Indemnification Agreement With Carol Conners 8 39K
23: EX-10.4 Indemnification Agreement With Michael Haynes 8 39K
24: EX-10.5 Indemnification Agreement With Don Parsons 8 38K
25: EX-10.6 Indemnification Agreement With Dennis Murphy 8 38K
26: EX-10.7 Indemnification Agreement With Edwin Rue 8 38K
27: EX-10.8 License Agreement With Jennifer Gucci 9 41K
28: EX-10.9 License Agreement With Gemma Gucci 9 42K
31: EX-23.1 Accountant's Consent 1 9K
32: EX-27 Financial Data Schedule 1 14K
EX-3.12 — Certificate of Designation, Powers, Prefs and Rts
| EX-3.12 | 1st Page of 9 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
12/14/199918:114 SSH135 FYBB-NB-35133
($75)
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
No. C 4602-98
DEC 14 1999
/s/ Dean Heller
DEAN HELLER SECRETARY OF STATE
PIONEER2000, INC.
Certificate of Designation, Powers, Preferences and Rights
of the
1999-GLOBAL GROUP Series of Convertible Preferred Stock
The undersigned, President of PIONEER2000, INC., a Nevada Corporation
(hereinafter called the "Company") does hereby certify as required by NRS
78.195(6) that the following resolution has been duly adopted by the Board of
Directors of the Company:
RESOLVED, that pursuant to authority expressly granted to and vested in
the Board of Directors of the Company (the "Board of Directors") by the
provisions of the Certificate of Incorporation, as amended (hereinafter the
"Certificate of Incorporation") of the Company, there hereby is created, out of
the 2,000,000 shares of preferred stock of the Company authorized in Article III
of its Certificate of Incorporation (the "Preferred Stock"), a series of 855,000
shares, which series shall have the following designations, powers, preferences,
rights, qualifications, limitations and restrictions (in addition to the
designations, powers, preferences, rights, qualifications, limitations and
restrictions set forth in the Certificate of Incorporation of the Company which
are applicable to the Preferred Stock):
1. Designation.
The designation of the said series of the Preferred Stock shall be the
"The 1999-GLOBAL GROUP Series of Convertible Preferred Stock" (the "1999-GLOBAL
GROUP Series").
2. Number of Shares; Par Value and Stated Capital.
The number of shares of the 1999-GLOBAL GROUP Series shall be
1
limited to 855,000. The shares of the 1999-GLOBAL GROUP Series shall be issued
as full shares and shall have both a par value and a stated value of $.001 per
share.
3. Dividends.
The holders of the 1999 GLOBAL GROUP Series of Convertible Preferred
Stock shall only be entitled to receive dividends from earnings of the Company's
subsidiary; Global Group International, Inc. The holders of the 1999-GLOBAL
GROUP Series of Convertible Preferred Stock shall receive a dividend equal to
ten percent (10%) of such earnings (defined as net income after taxes) on a
quarterly basis, if earned. If not earned, so much of the dividend. as earned
shall be paid and the balance accrued to be paid when earned. The Company
covenants to secure the payment of a dividend from the subsidiary to the
Company, on a quarterly basis, to the extent of the current and all accrued
dividends owing, to the extent earned. Such dividend fund shall be distributed
pari passu to the issued and outstanding shares of the 1999-GLOBAL GROUP Series
as of the last day of the quarter for which the current dividend is being paid.
4. Liquidation.
In the event of a liquidation, dissolution, or winding up of the
Company, whether voluntary or involuntary, the holders of shares of 1999-GLOBAL
GROUP Series of Convertible Preferred Stock shall be entitled to receive out of
the assets of the Company, all of the Common Stock of the Company's subsidiary,
Global Group International, Inc., and shall not receive any other assets,
whether capital or surplus of any nature.
5. Required Repurchase (Put).
Commencing May 1, 2004, the holders of the 1999-GLOBAL GROUP Series of
Convertible Preferred Stock shall have the right to require that the Company
repurchase the shares of such 1999-GLOBAL GROUP Series, as provided herein. Such
right shall be exercisable
2
at any time after May 1, 2004 and from time to time, subject to the following
restrictions and limitations:
(a) The repurchase price (Put price) shall be calculated - based on
the audited financial statements of Global Group International, Inc.
for the year ended December 31, 2003. The net. earnings of Global
Group International, Inc., .after taxes but before the payment of any
dividends,* shall be multiplied by the same price/earnings multiple
accorded in the stock market to the Common Stock of the Company. All
of the accrued but unpaid dividends, to the extent earned, shall be
added to such calculated market capitalization and the total shall be
divided by the number of shares of the 1999-GLOBAL GROUP Series issued
and outstanding on May 1, 2004 and such price shall be the repurchase
price until such time as all shares of the 1999-GLOBAL GROUP series
shall have been repurchased.
(b) Shares put for repurchase shall be repurchased, subject to (c)
following, within ten (10) business days following receipt of the put.
Puts shall be made by transmittal to the Company of certificates for
sufficient shares to cover the put being made, together with a written
demand specifying the number of shares being put. The Company shall
transmit the certificates) to the Company's transfer agent with
appropriate instructions to return to the holder the shares in excess
of those being put.
(c) The Company shall repurchase shares strictly in the order in which
repurchase demands (puts) are made, using the date and time of receipt
by the Company to determine priority.
3
6. Redemption.
(a) At any time after May 1, 2004, the Company, at the option of the
Board of Directors, may redeem the whole of, or from time to time may redeem any
part of, the 1999-GLOBAL GROUP Series of Convertible Preferred Stock on any
dividend date by paying in cash therefor the repurchase price as calculated
under Paragraph 5(a) above per share. .
(b) In case of the redemption of a part only of the outstanding shares
of the 1999-GLOBAL GROUP Series of Convertible Preferred Stock, the Company
shall designate by lot, in such manner as the Board of Directors may determine,
the shares to be redeemed, or shall effect such redemption pro rata. Less than
all of the shares of the 1999-GLOBAL GROUP Series of Convertible Preferred Stock
at any time outstanding may not be redeemed until all dividends declared,
accrued and in arrears upon all of the shares of the 1999-GLOBAL GROUP Series of
Convertible Preferred Stock outstanding shall have been paid for all past
dividend periods, and until full dividends, if any, for the then current
dividend period on all shares of the 1999-GLOBAL GROUP Series of Convertible
Preferred Stock then outstanding, other than the shares to be redeemed, shall
have been paid or declared and the full amount thereof set apart for payment. At
least 30 days' previous notice by mail, postage prepaid, shall be given to the
holders of record of the shares to be redeemed.
7. Voting.
The 1999-GLOBAL GROUP Series of Convertible Preferred Stock shall have
voting rights. For voting purposes, such series shall be considered part of the
Common Shares and shall vote with the common stock, rather than as a separate
series of preferred stock. Each share of the 1999-GLOBAL GROUP Series of
Convertible Preferred Stock shall have one vote per share.
4
8. Conversion.
The shares of 1999-GLOBAL GROUP Series of Convertible Preferred Stock
shall, after January 1, 2001, at the option of the respective holders thereof,
be convertible into fully paid and nonassessable Common Shares of the Company'
subsidiary, Global Group International, Inc., upon certain terms and conditions,
at any time and from time to time, except that any of such 1999-GLOBAL GROUP
:shares which have been called for redemption shall be convertible up to and
including, but' not after, the close of business on the tenth (10) day prior to
the redemption date:
(i) In order to exercise the conversion privilege, at least 65% of the
then issued and outstanding shares of the 1999-GLOBAL GROUP Series
must agree to convert simultaneously, in which event all of the issued
and outstanding shares of the 1999-GLOBAL GROUP Series shall be
converted and by the acceptance of a share, of the 1999-GLOBAL GROUP
Series each holder agrees to such mandatory conversion. The holder of
shares of the 1999 GLOBAL GROUP Series to be converted shall surrender
the certificate or certificates therefor to any transfer agent of the
Company for such shares, duly endorsed in blank for transfer with the
signature Medallion guaranteed, accompanied by written notice of
election to convert such shares or a portion thereof executed on the
form set forth on such certificates or on such other form as may be
provided form time to time by the Company.
As soon as practicable after the surrender of such
certificates as provided above, the Company shall cause to be issued
and delivered, at the office of such transfer agent, to or on the
order of the holder of the certificates thus surrendered, a
certificate or certificates for the number of full shares of Common
Stock of Global Group International, Inc. issuable hereunder upon the
conversion of such shares of the 1999-
5
GLOBAL GROUP Series. Such conversion shall be deemed to have been
effected on the date on which the certificates for such shares of the
1999-GLOBAL GROUP Series have been surrendered as provided above, and
the person in whose name any certificate or certificates for Common
Stock OF Global Group International, Inc. are issuable upon conversion
shall be deemed to have become on such date the holder of record of
the shares, represented thereby.
(ii) The shares of 1999-GLOBAL GROUP Series of Convertible Preferred
Stock shall be convertible into Common Shares of Global Group
International, Inc. on the following formula basis:
(A) First, the net income after taxes of Global Group
International, Inc. for the prior fiscal quarter shall be
multiplied by 4 to determine an annualized value;
(B) Second, the annualized value shall be multiplied by
the price/earnings multiple accorded by the stock market to
the Common Stock of the Company to determine a calculated
market capitalization;
(C) Third, the Company's total capital contributions
and advances/loans to Global Group International, Inc., and
the dates thereof, shall be determined;
(D) Fourth, the value of the Company's contributions
and advances/loans shall be determined by multiplying each
such contribution and advance/loan, from the date made to
the then current date, by 35$ per annum, uncompounded, and
adding the result to the total contributions and
advances/loans as determined in (C) above;
(E) Fifth, the calculated market capitalization, as
determined in (B) above shall be divided by $5.00 to
determine a calculated number of
6
shares of the Common Stock of Global Group International,
Inc. to be issued and outstanding;
(F) Sixth, the value of the Company's contributions and
advances/loans as determined in (D) above shall be divided
by $5.00 to determine the number of shares of the Common
Stock of Global Group International, Inc. to be retained by
the Company in. consideration of its contributions and
advances/loans;'
(G) Seventh, the number of shares to be retained by the
Company shall be subtracted from the total calculated shares
as determined in (E) above;
(H) Eighth, any shares to be sold to the, public in
conjunction with the conversion shall be subtracted from the
remaining shares. to determine the total shares available
for distribution on the conversion of the 1999-GLOBAL GROUP
Series;
(I) Ninth, the remaining shares shall be divided
equally among the issued and outstanding shares of the
1999-GLOBAL GROUP Series.
(iii) No fractional share of Common Stock shall be issued upon
conversion of any share of the 1999-GLOBAL GROUP Series, but in lieu
of fractional shares the number of shares being issued shall be
rounded up to the next higher full share.
(iv) All certificates for the shares of the 1999-GLOBAL GROUP Series
surrendered for conversion as provided herein shall be canceled and
retired, and no further shares of the 1999-GLOBAL GROUP Series shall
be issued in lieu thereof.
(v) The exercise of the conversion privilege shall be subject to such
regulations, not inconsistent with the foregoing provisions of this
paragraph, as may from time
7
to be adopted by the Hoard of Directors of the Company.
(vi) All shares of Common Stock of Global Group International, Inc.
issued upon the conversion of the shares of the 1999-GLOBAL GROUP,
Series shall be validly issued and outstanding, and fully paid and
nonassessable.
9. No. Preemptive Rights
No holder of any shares of the 1999-GLOBAL GROUP, .Series of
Convertible Preferred Stock, as such, shall be entitled as a matter of right to
subscribe for or purchase any part of any .new or additional issue of shares of
any class or series, junior or senior thereto, or securities convertible into,
exchangeable for, or exercisable for the purchase of, shares of any class or
series, junior or senior, whether now or hereafter authorized, and whether
issued for cash, property, services, by way of dividends, or otherwise.
IN WITNESS WHEREOF, the Company has caused this Certificate to be duly
executed on its behalf by its undersigned President and attested to by its
Secretary this 28th day o! May, 1999.
PIONEER2000, INC.
ATTEST:
[Corporate Seal]
/s/ Edward E. Litwak
---------------------
Edward E. Litwak, President
/s/ Robert Stulman
------------------
Robert Stulman, Secretary
8
STATE OF NEW YORK :
:ss
COUNTY OF NEW YORK :
ACKNOWLEDGEMENT
Personally appeared before me, a notary public in and for said County
and State, Edward E. Litwak, known to me or duly proved to me, who stated that
he was the President of Pioneer2000, Inc., a Nevada corporation, and he
acknowledged that he. had executed the Certificate of Designation on behalf of
such corporation for the Purposes stated therein.
/s/ Leonora C. Seid
-------------------
My Commission Expires:
Leonora C. Seid
NOTARY PUBLIC, STATE OF NEW YORK
NO. 4966893
QUALIFIED IN NASSAU COUNTY
COMMISSION EXPIRES MAY 21,2000
9
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0001089355-00-000570 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Tue., Apr. 30, 7:48:32.1am ET 
