Registration Statement (General Form) — Form S-1 Filing Table of Contents
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1: S-1 Registration Statement (General Form) HTML 1.25M
2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 76K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 56K
4: EX-10.2 Material Contract HTML 31K
5: EX-23.1 Consent of Experts or Counsel HTML 7K
EX-3.1 — Articles of Incorporation/Organization or By-Laws
The
undersigned, a natural person of the age of eighteen years or over, desiring
to
form a corporation pursuant to the provisions of the Business Corporation Law
of
the State of New York, hereby certifies as follows:
FIRST: The
name
of the corporation is
CVD
EQUIPMENT CORP.
hereinafter
sometimes called "the corporation."
SECOND: The
purposes for which it is formed are as follows:
To
manufacture, buy, sell, act as manufacturers representatives for, trade and
generally deal in and with, at wholesale or retail, import and export equipment
of all types and descriptions.
To
purchase, receive, lease, or otherwise acquire and to manage, hold, own, use,
improve, convey, sell, mortgage, or otherwise deal in and with lands, buildings
and real property of every description, or any interest therein.
To
adopt,
apply for, obtain, register, purchase, lease or otherwise acquire and to
maintain, protect, hold, use, own, exercise, develop, manufacture under, operate
and introduce, and to sell and grant licenses or other rights in respect of
assign or otherwise dispose of, turn to account, or in any manner deal with
and
contract with reference to, any trade marks, trade names,, patents, patent
rights, concessions, franchises, designs, copyrights and distinctive marks
and
rights analogous thereto, and inventions, devices, improvements, processes,
recipes, formulae and the like, including such thereof as may be covered by,
used in connection with, or secured or received under, Letters Patent of the
United States of America or elsewhere or otherwise, and any licenses in respect
thereof and any or all rights connected therewith or appertaining
thereto.
In
furtherance of its corporate business and subject to the limitations prescribed
by statute, to be a promoter, partner, member, associates or manager of other
business enterprises or ventures, or to the extent permitted in any other
jurisdiction to be an incorporator of other corporations of any type or kind
and
to organize, or in any way participate in the organization, reorganization,
merger or liquidation of any corporation, association or venture and the
management thereof.
To
conduct its business, and to exercise all of its corporate powers and rights,
in
the State of New York, and in the various other states, territories, possessions
and dependencies of the United States, the District of Columbia, and in any
foreign countries.
To
carry
out all or any part of the foregoing purposes as principal, factor, agent,
broker, contractor or otherwise, either alone or in conjunction with any
persons, firms, associations, corporations, or others in any part of the world;
and in carrying on its business and for the purpose of attaining or furthering
any of its purposes, to make and perform contracts of any kind and description,
and to do any-thing and everything necessary, suitable, convenient or proper
for
the accomplishment of any of the purposes herein enumerated.
For
the
accomplishment of the aforesaid purposes, and in furtherance thereof, the
corporation shall have and may exercise all of the powers conferred by the
Business Corporation Law upon corporations formed thereunder, subject to any
limitations contained in Article 2 of said law or in accordance with the
provisions of any other statute of the State of New York.
THIRD: The
office of the corporation in the State of New York is to be located in the
Town
of Oyster Bay, County of Nassau.
FOURTH: The
aggregate number of shares which the corporation shall have the authority to
issue is 200, without par value.
FIFTH: The
Secretary of State is designated as the agent of the corporation upon whom
process against the corporation may be served, and the address to which the
Secretary of State shall mail a copy of any process against the corporation
served upon him is 4 Lucille Lane, Old Bethpage, New York11804.
SIXTH:
Shareholders shall not 'be entitled to preemptive rights, directly or
indirectly, in prespect of any equity, voting, or other shares of the
corporation.
SEVENTH:
Except as may otherwise be specifically provided in this Certificate of
Incorporation, no provision of this Certificate of Incorporation is intended
by
the corporation to 'be construed as limiting, prohibiting, denying or abrogating
any of the general or specific powers or rights conferred under the Business
Corporation Law upon the corporation, upon its shareholders, bondholders, and
security holders, and upon its directors, officers, and other corporate
personnel, including, in particular, the power of the corporation to furnish
indemnification to directors and officers in the capacities defined and
prescribed by the Business Corporation Law and the defined and prescribed rights
of said persons to indemnification as the same are conferred by the Business
Corporation Law.
IN
WITNESS WHEREOF I hereunto sign my name and affirm that statements made herein
are true under the penalties of perjury this 12th day of October
1982.
We,
the
undersigned, President and Secretary, respectively, of CVD Equipment Corp.,
a
Corporation organized under the laws of the State
of
New York, hereby certify that:
(1) The
name
of the Corporation is CVD Equipment Corp.
(3) The
Certificate of Incorporation of this Corporation is hereby amended to change
the
location of the Corporation’s office; to change the corporate stock from the
presently authorized Two Hundred (200) Shares no par value, of which 99.99
have
been issued, to Ten Million (10,000,000) Shares of Common at One Cent ($.01)
par
value, Five Hundred (500) Shares of Class A Preferred at One Cent ($.0l) par
value and Two Hundred Fifty (250) Shares of Class B Preferred at One Cent ($.0l)
par value (each presently outstanding no par value Share shall be changed for
Fifteen Thousand Shares of One Cent par value Common, Five Shares of Class
A
Preferred, and Two and One-Half Shares of Class B Preferred); to change the
post
office address to which the Secretary of State shall mail a copy of any process
against the ‘Corporation served upon him; and to change the name of the
Corporation to CVD EQUIPMENT CORPORATION.
FOURTH:
The aggregate number of shares which the corporation shall have authority to
issue is 200, without par value.
Is
hereby
amended to read as follows:
FOURTH:
(a) The Corporation is author-ized to issue three classes of stock to be
designated respectively “Common,”“Class A Preferred,” and “Class B Preferred.”
The aggregate number of Shares which the Corporation shall have authority to
issue is Ten Million Seven Hundred Fifty (10,000,750), which are divided into
Ten Million (10,000,000) Shares of Common Stock with a par value of One Cent
($.0l) each, Five Hundred (500) Shares of Class A Preferred Stock with a par
value of One Cent ($.0l) each, and Two Hundred Fifty (250) Shares of Class
B
Preferred Stock with a par value of One Cent ($.0l) each.
(b)
Class
A Preferred Stock shall be entitled to the rights, interests, pref-erences,
limitations and restrictions hereinafter set forth:
(1) Each
Share of Class A Preferred Stock shall be entitled to One Thousand (1,000)
votes
on each matter corning before the holders of the Common Stock of the
Corporation.
(2) Each
Share of Class A Preferred Stock is convertible, at the Option of the holder
thereof, into One Thousand (1,000) Shares of the Corporation’s Common Stock if
the Corporation’s income before provision for taxes and exclusive of any capital
gains or losses and of depreciation of any building to be owned by the
Corporation (“Pre-Tax Profit”), as audited by the Corporation’s independent
public accountants, is equal to or greater than $1,800,000 for the year ending
December 31, 1986 or $3,000,000 for the year ending December 31, 1987. In no
event will any Shares of Class A Preferred Stock be convertible subsequent
to
June 30, 1988.
(3)
No
dividends may be declared on the Class A Preferred
Stock.
(4)
In
the event of any voluntary or involuntary, complete or partial
liquidation, dissolution or winding-up of the Corporation, before
any
amount shall be paid to or set aside for, or any assets shall be
distributed among, the holders of Common Shares of the Corporation,
each
holder of a Share of Class A Preferred Stock shall be entitled to
receive
out of the assets of the Corporation or the proceeds thereof a
preferential payment in an amount equal to $.01 per
Share.
(5)
The
Corporation will, on July 2, 1990, redeem for One Cent ($.0l) per
Share
all then outstanding Shares of Class A Preferred Stock. All such
Stock
which is redeemed shall be cancelled and may not be
reissued.
(c)
Class
B Preferred Stock shall be entitled to the rights, interests, preferences,
limitations and restrictions hereinafter set forth:
(1)
Holders
of Class B Preferred Stock shall have no voting rights on any matter,
except to the extent required by
law.
(2)
Each
Share of Class B Preferred Stock is convertible, at the option of
the
holder thereof, into One Thousand (1,000) Shares of the Corporation’s
Common Stock if the Corporation’s’ Pre-Tax Profit (as determined in the
case of Class A Preferred Stock) is equal to or greater than $1,800,000
for the year ending December 31, 1986 and
$3,000,000 for the year ending December31, 1987. In no event will
any
Shares of Class B Preferred Stock be converted subsequent to June
30,
1988.
(3)
No
dividends may be declared on the Class B Preferred
Stock.
(4)
In
the event of any voluntary or involuntary complete or partial liquidation,
dissolution or winding-up of the Corporation, before any amount shall
be
paid to or set aside for, or any assets shall be distributed among,
the
holders of Common Shares ‘of the Corporation, each holder of a share of
Class B Preferred Stock shall be entitled to receive out of the assets
of
the Corporation or the proceeds thereof a preferential payment in
an
amount equal to $.01 per Share.
(5)
The
Corporation will, on July 1, 1988, redeem for One Cent ($.01) per
Share
all then outstanding Shares of Class A Preferred Stock. All such
Stock
which is redeemed shall be cancelled and may not be
reissued.
(d)
Each
of the One Hundred (100) Presently issued and outstanding Shares of no par
value
Common Stock of the Corporation is hereby changed, effective upon the surrender
to the Corporation of the Certificate for such Shares, into Fifteen Thousand
(15,000) Shares of One Cent par value Common Stock of the Corporation, Five
(5)
Shares of One Cent par value Class A Preferred Stock, and Two and One-Half
(2
1/2) Shares of One Cent par value Class B Preferred Stock.
FIFTH:
The Secretary of State is designated as the agent of the corporation upon whom
process against the corporation maybe served, H and the address to which the
Secretary of State shall mail a copy of any process against the corporation
served upon him is 4 Lucille Lane, Old Bethpage, New York11804.
Is
hereby
amended to read as follows:
FIFTH:
The Secretary of State is designated as the agent of the Corporation upon whom
process against the Corporation may be served, and the address to which the
Secretary of State shall mail a copy of any process against the Corporation
served upon him is do Guberman & Teitelbaum, Esqs., P. 0. Box 514,
Smithtown, New York11787.
(4) The
amendment to the Certificate of Incorporation was authorized at a meeting of
the
shareholders by the majority vote of all the outstanding shares entitled to
vote, thereon.
IN
WITNESS WHEREOF, this Certificate has been subscribed this 25th
day of
April, 1985 by the undersigned who affirm that the statements made herein are
true under the penalties of perjury,
We,
the
undersigned, President and Secretary, respectively of CVD Equipment Corporation,
a Corporation organized under the laws of the State of New York, hereby certify
that:
(1) The
name
of the Corporation is CVD Equipment Corporation.
(2) The
Certificate of Incorporation was filed by the Department of State on the 13th
day of October, 1982, and a Certificate of Amendment was filed on July 10,
1985.
(3) The
Certificate of Incorporation of this Corporation is hereby further amended
to
change certain of the rights and privileges of the Class A Preferred Stock
and
Class B Preferred Stock.
FOURTH: (a)
The
Corporation is authorized to three classes of stock to be designated
respectively "Common, "Class A Preferred,” and “Class B Preferred.” The
aggregate number of Shares, which the Corporation shall have authority to issue
is Ten Million Seven Hundred Fifty (10,000,750), which are divided into Ten
Million (10,000,000) Shares of Common Stock with a par value of One Cent ($.0l)
each, Five Hundred (500) Shares of Class A Preferred Stock with a par value
of
One Cent ($.0l) each, and Two Hundred Fifty (250) Shares of Class B Preferred
Stock with a par value of One Cent ($.0l) each.
(b) Class
A
Preferred Stock shall be entitled to the rights, interests, preferences,
limitations and restrictions hereinafter set forth:
(1) Each
Share of Class A Preferred Stock shall be entitled to One Thousand (1,000)
votes
on each matter coming before the holders of the Common Stock of the
Corporation.
(2) Each
Share of Class A Preferred Stock is convertible, at the option of the holder
thereof, into One Thousand (1,000) Shares of the Corporation's Common Stock
if
the Corporation's income before provision for taxes and exclusive of any capital
gains or losses and of depreciation of any building to be owned by the
Corporation ("Pre-Tax Profit"), as audited by the Corporation's independent
public accountants, is equal to or greater than $1,800,000 for the year ending
December 31, 1986 or $3,000,000 for the year ending December 31, 1987. In no
event will any Shares of Class A Preferred Stock be convertible subsequent
to
June 30, 1988.
(3) No
dividends may be declared on the Class A Preferred Stock.
(4) In
the
event of any voluntary or involuntary, complete or partial liquidation,
dissolution or winding-up of the Corporation, before any amount shall be paid
to
or set aside for, or any assets shall be distributed among, the holder of Common
Shares of the Corporation, each holder of a Share of Class A Preferred Stock
shall be entitled to receive out of the assets of the Corporation or proceeds
thereof a preferential payment in an amount equal to $.01 per
share.
(5) The
Corporation will, on July 2, 1990, redeem for One Cent ($.0l) per Share all
then
outstanding Shares of Class A Preferred Stock. All such Stock which is redeemed
shall be cancelled and may not be reissued.
(c) Class
B
Preferred Stock shall be entitled to the rights, interests, preferences,
limitations and restrictions hereinafter set forth:
(1) Holders
of Class B Preferred Stock shall have no voting rights on any matter, except
to
the extent required by law.
(2) Each
Share of Class B Preferred Stock is convertible, at the option of the holder
thereof, into One Thousand (1,000) Shares of the Corporation's Common Stock
if
the Corporation's Pre-Tax Profit (as determined in the case of Class A Preferred
Stock) is equal to or greater than $1,800,000 for the year ending December
31,
1986 and $3,000,000 for the year ending December 31, 1987. In no event will
any
Shares of Class B Preferred Stock be converted subsequent to June 30,
1988.
(3) No
dividends may be declared on the Class B Preferred Stock.
(4) In
the
event of any voluntary or involuntary, complete or partial liquidation,
dissolution or winding-up of the Corporation, before any amount shall be paid
to
or set aside for, or any assets shall be distributed among, the holders of
Common Shares of the Corporation, each holder of a share of Class B Preferred
Stock shall be entitled to receive out of the assets of the Corporation or
the
proceeds thereof a preferential payment in an amount equal to $.0l per
Share.
(5) The
Corporation will, on July 1, 1988, redeem for One Cent ($.0l) per Share all
then
outstanding Shares of Class A Preferred Stock. All such Stock which is redeemed
shall be cancelled and may not: be reissued.
(d) Each
of
the One Hundred (100) presently issued and Outstanding Shares of no par value
Common Stock of the Corporation is hereby changed, effective upon the surrender
to the Corporation of the Certificate for such Shares, into Fifteen Thousand
(15,000) Shares of One Cent par value Common Stock of the Corporation, Five
(5)
Shares of One Cent par value Class A Preferred Stock, and Two and One-Half
(21/2) Shares of One Cent par value Class B Preferred Stock.
Is
hereby
amended to read as follows:
FOURTH: (a)
The
Corporation is authorized to issue three classes of stock to be designated
respectively "Common,""Class A Preferred," and "Class B Preferred." The
aggregate number of Shares which the Corporation shall have authority to issue
is Ten Million Seven Hundred Fifty (10,000,750), which are divided into Ten
Million (10,000,000) Shares of Common Stock with a par value of One Cent ($.0l)
each, Five Hundred (500) Shares of Class A Preferred Stock with a par value
of
One Cent ($.0l) each, and Two Hundred Fifty (250) Shares of Class B Preferred
Stock with a par value of One Cent ($.0l) each.
(b)
Class
A Preferred Stock shall be entitled to the rights, interests, preferences,
limitations and restrictions hereinafter set forth.
(1) Each
Share of Class A Preferred Stock shall be entitled to Three Thousand (3,000)
votes on each matter coming before the holders of the Common Stock of the
Corporation.
(2) Each
Share of Class A Preferred Stock is convertible, at the option of the holder
thereof, into One Thousand (1,000) Shares of the Corporation's Common Stock
if
the Corporation's income before provision for taxes and exclusive of any capital
gains or losses and of depreciation of any building to be owned by the
Corporation ("Pre-Tax Profit"), as audited by the Corporation's independent
public accountants, is equal to or greater than $1,500,000 for the year ending
December 31, 1986 or $3,000,000 for the year ending December 31, 1987. In no
event will any Shares of Class A Preferred Stock be convertible subsequent
to
June 30, 1988.
(3) No
dividends may be declared on the Class A Preferred Stock.
(4) In
the
event of any voluntary or involuntary complete or partial liquidation,
dissolution or winding-up of the Corporation, before any amount shall be paid
to
or set aside for, or any assets shall be distributed among, the holders of
Common Shares of the Corporation, each holder of a Share of Class A Preferred
Stock shall be entitled to receive out of the assets of the Corporation or
the
proceeds thereof a preferential payment in an amount equal to $.0l per
Share.
(5) The
Corporation will, on July 2, 1990, redeem for One Cent ($.01) per Share all
then
outstanding Shares of Class A Preferred Stock. All such Stock which is redeemed
shall be cancelled and may not be reissued.
(c) Class
B
Preferred Stock shall be entitled to the rights, interests, preferences,
limitations and restrictions hereinafter set forth:
(1) Holders
of Class B Preferred Stock shall have no voting rights on any matter, except
to
the extent required by law.
(2) Each
Share of Class B Preferred Stock is convertible at the Option of the holder
thereof, into One Thousand (1,000) Shares of the Corporation's Common Stock
if
the Corporation's Pre-Tax Profit (as determined in the case of Class A Preferred
Stock) is equal to or greater than $1,500,000 for the year ending December
31,
1986 and $3,000,000 for the year ending December 31, 1987. In no event will
any
Shares of Class B Preferred Stock be converted subsequent to June 30,
1988.
(3) No
dividends may be declared on the Class B Preferred Stock.
(4) In
the
event of any voluntary or involuntary, complete or partial liquidation,
dissolution or winding-up of the Corporation, before any amount shall be paid
to
or set aside for, or any assets shall be distributed among, the holders of
Common Shares of the Corporation, each holder of a share of Class B Preferred
Stock shall be entitled to receive out of the assets of the Corporation or
the
proceeds thereof a preferential payment in the amount equal to $.0l per
Share.
(5) The
Corporation will, on July 1, 1988, redeem for One Cent ($.0l) per Share all
then
outstanding Shares of Class B Preferred Stock. All such Stock which is redeemed
shall be cancelled any may not be reissued.
(d) Each
of
the One Hundred (100) presently issued and outstanding Shares of no par value
Common Stock of the Corporation is hereby changed, effective upon the surrender
to the Corporation of the Certificate for such Shares, into Fifteen Thousand
(15,000) Shares of One Cent par value Common Stock of the Corporation, Five
(5)
Shares of One Cent par value Class A Preferred Stock, and Two and One-Half
(21/2) Shares of One Cent par value Class B Preferred Stock.
(4) The
amendment to the Certificate of Incorporation was authorized at a meeting of
the
Shareholders by the majority vote of all the outstanding shares entitled to
vote
thereon.
IN
WITNESS WHEREOF, this Certificate has been subscribed this 12th
day of
August, 1985 by the undersigned who affirm that the statements made herein
are
true under the penalties of perjury.
We,
the
undersigned, President and
Secretary,
respectively, of CVD Equipment Corporation, a Corporation organized under the
laws of the State of New York, hereby certify that:
(1) The
name
of the Corporation is CVD Equipment Corporation
(2) The
Certificate of Incorporation was filed by the Department of State on the
13th
day
of
October, 1982, Certificates of Amendment were filed on July 10, 1985and
August 22, 1985.
(3) The
Certificate of Incorporation of this Corporation is hereby further amended
to
limit Directors’ Liability by the addition of a new paragraph, hereby designated
as paragraph “EIGHTEENTH”, which shall read as follows:
“EIGHTEENTH:
The personal liability for Directors to the Corporation or its Shareholders
for
damages for any breach of duty in such capacity is hereby eliminated except
that
such personal liability shall not be eliminated if a Judgment or other final
adjudication adverse to such Director establishes that his acts or omissions
were in bad faith or involved intentional misconduct or a knowing violation
of
law or he personally gained in fact a financial profit or other advantage to
which he was not legally entitled or that his acts violated Section 719 of
the
Business Corporation Law.
Any
repeal or modification of the foregoing paragraph by the Shareholders of the
Corporation shall not adversely affect any right or protection of a Director
of
the Corporation existing at the time of such repeal or
modification.”
(4)
This
amendment to the Certificate of Incorporation was authorized on the
15th
day of June, 1989, at a meeting of the Shareholders by the majority
vote
of all of the outstanding shares entitled to vote
thereon.
IN
WITNESS WHEREOF, this Certificate has been subscribed as of the 30th
day of
June, 1989 by the undersigned who affirm that the statements made herein are
true under the penalties of perjury.
