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-3.4 — Certificate of Amendment to Certificate of Inc.
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:01 AM 02/23/1998
981071957 - 2778361
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
TREN PROPERTY CORP.
Pursuant to the provisions of Section 242 of the Delaware General
Corporation Law, the undersigned corporation adopts the following Certificate
of Amendment to its Certificate of Incorporation:
1. The name of the corporation is:
TREN PROPERTY CORP.
2. On January 23, 1998, a majority of the stockholders of the
corporation, by written consent pursuant to Section 228 of the Delaware General
Corporation Law, adopted on January 23, 1998 the following amendments to the
Articles of Incorporation:
A. The amendment of Article FIRST, to read as follows:
FIRST: The name of the corporation is Gemma Global, Inc.
B. The amendment of Article FOURTH, to read as follows:
FOURTH: The aggregate number of shares which the corporation shall
have authority to issue is Twenty-two Million (22,000,000) shares,
each having a par value of one-tenth of a cent ($.001) per share,
divided into:
2,000,000 preferred Shares
and
20,000,000 Common Shares
A statement of the preferences, privileges, and restrictions granted
to or imposed upon the respective classes of shares or the holders
thereof is as follows:
A. Common Shares. The terms of the 20,000,000 Common Shares of the
corporation shall be as follows:
(1) Dividends. Whenever cash dividends upon the Preferred Shares
of all series thereof at the time outstanding, to the extent of
the preference to which such shares are entitled, shall have been
paid in full
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for all past dividend periods, or declared and set apart for
payment, such dividends, payable in cash, stock, or otherwise, as
may be determined by the Board of Directors, may be declared by
the Board of Directors and paid from time to time to the holders
of the Common Shares out of the remaining net profits or surplus
of the corporation.
(2) Liquidation. In the event of any liquidation, dissolution, or
winding up of the affairs of the corporation, whether voluntary
or involuntary, all assets and funds of the corporation remaining
after the payment to the holders of the Preferred Shares of all
series thereof of the full amounts to which they shall be
entitled as hereinafter provided, shall be divided and
distributed among the holders of the Common shares according to
their respective shares.
(3) Voting rights. Each holder of a Common Share shall have one
vote in respect of each share of such stock held by him. There
shall not be cumulative voting.
B. Preferred Shares. Prior to the issuance of any of the Preferred Shares,
the Board of Directors shall determine the number of Preferred Shares to
then be issued from the Two Million (2,000,000) shares authorized, and such
shares shall constitute a series of the Preferred Shares. such series shall
have such preferences, limitations, and relative rights as the Board of
Directors shall determine and such series shall be given a distinguishing
designation. Each share of a series shall have preferences, limitations,
and relative rights identical with those of all other shares of the same
series. Except to the extent otherwise provided in the Board of Directors'
determination of a series, the shares of such series shall have
preferences, limitations, and relative rights identical with all other
series of the Preferred Shares. Preferred Shares may have dividend or
liquidation rights which are prior (superior or senior) to the dividend and
liquidation rights and preferences of the Class B Preferred Shares. Also,
any series of the Preferred Shares may have voting rights.
C. The addition of a new Article EIGHTH, to read as follows:
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EIGHTH: The following indemnification provisions shall be deemed to be
contractual in nature and not subject to retroactive removal or reduction by
further amendment.
(a) This corporation shall indemnify any director who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether .civil or criminal,
judicial, administrative or investigative, by reason of the fact that
he/she is or was serving at the request of this corporation as a
director or officer or member of another corporation, partnership
joint venture; trust, or other enterprise, against expenses (including
attorneys o fees), judgments, fines, and amounts paid in settlement,
actually and reasonably incurred by him/her in connection with such
action, suit or proceeding, including any appeal thereof, if he/she
acted in good faith or in a manner he/she reasonably believed to be
in, or not opposed to, the best interests of this corporation, and
with respect to any criminal action or proceeding, if he/she had no
reasonable cause to believe his/her conduct was unlawful. However,
with respect to any action by or in the right of this corporation to
procure a judgment in its favor, no indemnification shall be made in
respect of any claim, issue, or matter as to which such person is
adjudged liable for negligence or misconduct in the performance of
his/her duty to the corporation unless, and only to the extent that,
the court in which such action or suit was brought determines, on
application, that despite the adjudication of liability, such person
is fairly and reasonably entitled to indemnity in view of all the
circumstances of the case. Termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or in a plea of
nolo contenders or its equivalent, shall not, of itself, create a
presumption that the party did not meet the applicable standard of
conduct. Indemnification hereunder may be paid by the corporation in
advance of the final disposition of any action, suit or proceeding, on
a preliminary determination that the director, officer, employee or
agent met the applicable standard of conduct.
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(b) The corporation shall also indemnify any director or officer who
has been successful on the merits or otherwise, in defense of any
action, suit, or proceeding, or in defense of any claim, issue, or
matter therein, against all expenses, including attorneys' fees,
actually and reasonably incurred by him/her in connection therewith,
without the necessity of an independent determination that such
director or officer met any appropriate standard of conduct.
(c) The indemnification provided for herein shall continue as to any
person who has ceased to be a director or officer, and shall inure to
the benefit of the heirs, executors, and administrators of such
persons.
(d) In addition to the indemnification provided for herein, the
corporation shall have power to make any other or further
indemnification, except an indemnification against gross negligence or
willful misconduct, under any resolution or agreement duly adopted by
the Board of Directors, or duly authorized by a majority of the
shareholders.
IN WITNESS WHEREOF, the undersigned, for the purpose of amending the
certificate of Incorporation of Tren Property Corp. pursuant to the Delaware
General Corporation Law, have hereunto duly executed this Certificate of
Amendment to the Certificate of Incorporation to be filed in the office of the
Secretary of the State of Delaware for the purposes therein set forth this 23rd
day of January, 1998.
TREN PROPERTY CORP.
ATTEST:
By: /s/ Edward E. Litwak
-----------------------------
Edward E. Litwak, President
/s/ Edward Litwak
-----------------
Secretary
Edward Litwak
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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 |
| | 1/23/98 | | 1 |
| List all Filings |
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