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-3.8 — Articles/Certificate of Merger
| EX-3.8 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Receipt No. FY98011458811
CSC
04/21/1998 195.00
REC'D BY KR ($125)
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
APR 21,1998
No. C4602-98
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
ARTICLES/CERTIFICATE OF MERGER
GEMMA GLOBAL, INC.
(a Nevada corporation)
AND
GEMMA GLOBAL, INC.
(a Delaware corporation)
The undersigned corporations, desiring to redomicile a Delaware corporation,
Gemma Global, Inc., in Nevada, by merging said Delaware corporation, as the
merging corporation, with and into Gemma Global, Inc., a newly-organized Nevada
corporation which is the wholly-owned subsidiary of the Delaware corporation,
formed for the purpose, as the surviving corporation, hereby sign, seal, and
present for filing this Articles/Certificate of Merger as required by the
respective corporate laws of Delaware and Nevada, as follows:
1. The names of the constituent corporations are:
Merging Corporation:
Gemma Global, Inc., a Delaware corporation, which is the parent of
Gemma Global, Inc., the Nevada corporation which is the surviving
corporation of this merger
Surviving Corporation:
Gemma Global, Inc., a Nevada
corporation, which is the wholly-owned subsidiary of Gemma Global,
Inc., the Delaware corporation
2. The address of both corporations is:
12868 Via Latina
Del Mar, California 92014
3. The Plan and Agreement of Merger was adopted by the respective Boards of
Directors and was submitted to the vote of the stockholders of both corporations
and was adopted by majority vote of the shareholders of the merging corporation
and the parent incorporator and sole stockholder of the surviving corporation on
March 5, 1998. In both cases, the approval was by a sufficient vote to authorize
the merger under the respective corporation laws.
4. The holders of the shares of the Delaware corporation shall receive, pro
rata, issuance of the equivalent number of shares of the Nevada corporation.
5. The merger shall be effective upon the filing of these Articles of Merger in
the states of Delaware and Nevada.
6. The surviving corporation agrees that it may be served with
ARTICLES/CERTIFICATE OF MERGER
Gemma Global, Inc. (Nevada) and Gemma Global, Inc.
(Delaware) PAGE 2
process in the State of Delaware in any proceeding for enforcement of any
obligation of the merging corporation, or of any obligation of the surviving
corporation arising from the merger, including any suit or other proceeding to
enforce the right of any stockholders in any appraisal proceedings. The
surviving corporation irrevocably appoints the Secretary of State of Delaware as
its agent to accept service of process and to send it to:
12868 Via Latina
Del Mar, California 92014
7. A copy of the Plan of Merger is on file at the offices of the surviving
corporation. A copy will be furnished by the surviving corporation, without
cost, to any stockholder of a constituent corporation, upon request.
IN WITNESS WHEREOF, the constituent corporations have executed this
Articles\Certificate of Merger this 5th day of March, 1998.
GEMMA GLOBAL, INC.
(Nevada)
ATTEST:
/s/ Edward E. Litwak
---------------------
Edward E. Litwak, President
/s/ Robert Stulman
------------------
Secretary
GEMMA GLOBAL, INC.
(Delaware)
ATTEST:
/s/ Edward E. Litwak
--------------------
Edward E. Litwak, President
/s/ Robert Stulman
------------------
Secretary
ACKNOWLEDGEMENT
STATE OF NEW YORK :
:ss
COUNTY OF NEW YORK :
Personally appeared before me, a notary public in and for
said County and State, Edward E. Litwak and Robert Stulman, known to me or duly
proved to me, who stated that they were the President and Secretary,
respectively, of Gemma Global, Inc.,, a Delaware corporation and they
acknowledged that they had executed the' foregoing Articles/Certificate of
Merger on behalf of Gemma Global, Inc. for the purposes stated therein.
My Commission Expires:
ACKNOWLEDGEMENT
STATE OF NEW YORK :
:ss
COUNTY OF NEW YORK :
Personally appeared before me, a notary public in and for said County
and State, Edward E. Litwak and Robert Stulman known to me or duly proved to me,
who stated that they were the President and Secretary, respectively, of Gemma
Global, Inc.,_ a Nevada corporation and they acknowledged that they had executed
the foregoing Articles/Certificate of Merger on behalf of Gemma Global, Inc. for
the purposes stated therein.
/s/ Leonora C. Seid
-------------------
4/15/98
My Commission Expires.
Leonora C. Seid
NOTARY PUBLiC, STATE OF NEW YORK
NO. 4966893
QUAlified IN NASSAU COunty
COMMISSION EXPIRES MAY 21, 1998
Dates Referenced Herein
| Referenced-On Page |
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| This ‘10SB12G’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 12/13/00 | | | | | | | None on these Dates |
| | 5/21/98 | | 3 |
| | 3/5/98 | | 1 |
| List all Filings |
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