Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration of Securities by a Small-Business 83 404K
Issuer
2: EX-3.1 Articles of Incorporation/Organization or By-Laws 5 31K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws 5 23K
4: EX-3.3 Articles of Incorporation/Organization or By-Laws 6 28K
5: EX-3.4 Articles of Incorporation/Organization or By-Laws 3 13K
6: EX-3.5 Articles of Incorporation/Organization or By-Laws 16 61K
7: EX-3.6 Articles of Incorporation/Organization or By-Laws 13 46K
9: EX-10.13 Material Contract 23 84K
10: EX-10.14 Material Contract 8 36K
11: EX-10.16 Material Contract 8 38K
8: EX-10.3 Material Contract 2 12K
12: EX-23.1 Consent of Experts or Counsel 1 7K
13: EX-27 Financial Data Schedule (Pre-XBRL) 2 12K
EX-3.4 — Articles of Incorporation/Organization or By-Laws
| EX-3.4 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 3.4
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
LIQUOR BY WIRE, INC.,
AN ILLINOIS CORPORATION
INTO
LIQUOR.COM, INC.,
A DELAWARE CORPORATION
(PURSUANT TO SECTION 253 OF THE GENERAL CORPORATION LAW OF DELAWARE)
Liquor.com, Inc., a corporation organized and existing under the laws
of the State of Delaware ("Liquor.com, Inc.") and a wholly-owned subsidiary of
Liquor By Wire, Inc., an Illinois corporation,
DOES HEREBY CERTIFY:
FIRST: Liquor.com, Inc. was incorporated pursuant to the General
Corporation Laws of the State of Delaware.
SECOND: All of the outstanding shares of stock of Liquor.com, Inc. are
owned byLiquor By Wire, Inc., incorporated pursuant to the Illinois Business
Corporation Act of 1983, as amended, the provisions of which permit the merger
of a corporation of another state and a corporation organized and existing under
the laws of Illinois.
THIRD: The directors of Liquor.com, Inc. adopted by the unanimous
written consent on December 16, 1999 the following resolutions approving the
merger of Liquor By Wire, Inc. with and into Liquor.com, Inc.:
RESOLVED, that the plan of merger be and it hereby is, adopted and
approved pursuant to applicable law, and that:
(a)Liquor By Wire, Inc. shall be merged with
and into Liquor.com, Inc., with Liquor.com, Inc.
being the surviving corporation (the "Merger").
(b)The certificate of incorporation and
by-laws of Liquor.com, Inc., as in effect on the
effective date of the Merger, shall be the
certificate of incorporation and by-laws of
Liquor.com, Inc. following the Merger.
(c)The directors and officers of Liquor.com,
Inc., as in effect on the effective date of the
Merger, shall be the directors and officers of
Liquor.com, Inc. following the Merger.
(d)Upon the effective date of the Merger,
all rights, privileges, powers of every kind and all
property, real, personal, tangible and intangible of
Liquor By Wire, Inc., shall be deemed transferred to
Liquor.com, Inc., without further act or deed;
provided, however, that all liabilities of Liquor By
Wire, Inc. and contracts as the same existed
immediately prior to the Merger shall have been
assumed by Liquor.com, Inc., which shall thereafter
be fully responsible and liable therefor.
(e) Upon completion of the Merger, the
capital of Liquor By Wire, Inc., shall be added to
the capital of Liquor.com, Inc.; the shares of Liquor
By Wire, Inc., shall be canceled; and following the
Merger, each outstanding share of common stock of
Liquor By Wire shall be converted into and shall
become 22,500 shares of the common stock of
Liquor.com, Inc., so that all One Hundred
Thirty-Three and 1/3 (133 1/3) outstanding shares of
Liquor By Wire, Inc. shall convert into Three Million
(3,000,000) shares of Liquor.com, Inc., and all of
the outstanding shares of Liquor.com, Inc., held by
Liquor By Wire, Inc., shall be canceled.
FOURTH: The merger shall become effective immediately upon
compliance with the laws of the State of Delaware and the laws of the
State of Illinois.
2
FIFTH: The proposed merger has been adopted, approved,
certified, executed and acknowledged by Liquor By Wire, Inc. in
accordance with the laws of the State of Illinois under which the
corporation was organized.
SIXTH: Anything herein or elsewhere to the contrary
notwithstanding, this merger may be amended or terminated and abandoned
by the Board of Directors of Liquor.com, Inc., at any time prior to the
date of filing the merger with the Secretary of State of the State of
Delaware.
IN WITNESS WHEREOF, Liquor.com, Inc. and Liquor By Wire, Inc.
have each caused this Certificate of Merger to be executed by its
President and attested by its Secretary on the date as written below.
DATED: December 16, 1999
LIQUOR BY WIRE, INC.,
an Illinois corporation
By: /s/ Gail P. Zelitzky
----------------------------------------------
Gail P. Zelitzky, President of Liquor By Wire,
Inc.
ATTEST: /s/ Steve Olsher
-------------------------------------------
Steve Olsher, Secretary of Liquor By Wire, Inc.
Dates Referenced Herein
| Referenced-On Page |
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| This ‘SB-2’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 4/13/00 | | | | | | | None on these Dates |
| | 12/16/99 | | 1 | | 3 |
| List all Filings |
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