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-3.2 — Articles of Incorporation/Organization or By-Laws
| EX-3.2 | 1st Page of 5 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
Exhibit 3.2
CERTIFICATE OF INCORPORATION
OF
LIQUOR.COM, INC.
1. The name of the Corporation is Liquor.com, Inc.
2. The address of its registered office in the State of Delaware is 9
East Loockerman, in the City of Dover, 19901, County of Kent. The name of its
registered agent at such address is National Registered Agents, Inc.
3. The nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.
4. The total number of shares of stock which the Corporation shall have
authority to issue are:
6,000,000 Common Stock, par value $.00001 per share.
1,000,000 Preferred Stock, par value $.00001 per share.
The Preferred Stock may be issued from time to time, in one or more
series, and each series shall be known and designated by designations as may be
stated and expressed in a resolution or resolutions adopted by the Board of
Directors of the Corporation and as shall have been set forth in a certificate,
made, executed, acknowledged, filed and recorded in the manner required by the
laws of the State of Delaware in order to make the same effective. Each series
shall consist of the number of shares as shall be stated and expressed in the
resolution(s) providing for the issuance of Preferred Stock of the series
together with the additional number of shares as the Board of Directors by
resolution(s) may, from time to time, determine to issue as part of the series.
Unless otherwise provided with respect to any series, shares of any series may
be issued in fractional shares. All shares of any one series of Preferred Stock
shall be alike in every particular respect except that shares issued at
different times may accumulate dividends from different dates. The Board of
Directors shall have the power and authority to state and determine, in the
resolution(s) providing for the issue of each series of Preferred Stock, the
number of shares of each series authorized to be issued, the voting powers (if
any) and the designations, preferences and relative, participating, optional or
other rights appertaining to series, and the qualifications, limitations or
restrictions of the series (including, but not limited to, full power and
authority to determine as to the Preferred Stock of each series, the rate(s) of
dividends payable thereon, the times of payment of the dividends, the prices and
manner upon which the Preferred Stock of the series may be redeemed, the amount
or amounts payable thereon in the event of liquidation, dissolution or winding
up of the Corporation, and the right (if any) to convert the same into, and/or
to purchase, stock of any other class or series). The Board of Directors may,
from time to time, decrease the number of authorized shares of any series of
Preferred Stock (but not below the number of shares of any series of Preferred
Stock then outstanding). The foregoing provisions of this paragraph with respect
to the creation or issuance of series of Preferred Stock shall be subject to any
additional conditions with respect thereto which may
CERTIFICATE OF INCORPORATION
OF LIQUOR.COM, INC
PAGE 2
be contained in any resolutions then in effect which shall have theretofore been
adopted in accordance with the foregoing provisions of this paragraph with
respect to any then outstanding series of Preferred Stock.
5. The Corporation is to have perpetual existence.
6. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the bylaws of the Corporation, subject to any specific limitation provided by
any bylaws adopted by the stockholders.
7. Meetings of stockholders may be held within or outside of the State
of Delaware, as the by-laws may provide. The books of the Corporation may be
kept (subject to any provision contained in the bylaws) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the bylaws of the Corporation. Elections of directors
need not be by written ballot unless the bylaws of the Corporation shall so
provide.
8. A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. If the General Corporation Law of the State of
Delaware, or any other applicable law, is amended to authorize corporation
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the General Corporation Law of the State of
Delaware, or any other applicable law, as so amended. Any repeal or modification
of this ARTICLE VIII by the stockholders 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.
9. The Corporation shall indemnify, to the full extent that it shall
have power under applicable law to do so and in a manner permitted by such law,
any person made or threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director or
officer of the Corporation against liabilities and expenses reasonably incurred
or paid by such person in connection with such action, suit or proceeding. The
Corporation may indemnify, to the full extent that it shall have power under
applicable law to do so and in a manner permitted by such law, any person made
or threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was an employee or agent of the
Corporation, or is or was serving at the
CERTIFICATE OF INCORPORATION
OF LIQUOR.COM, INC
PAGE 3
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against liabilities and expenses reasonably incurred or paid by such person
in connection with such action, suit or proceeding. The words "liabilities"
and "expenses" shall include, without limitation: liabilities, losses,
damages, judgments, fines, penalties, amounts paid in settlement, expenses,
attorneys' fees and costs. The indemnification provided by or granted
pursuant to this ARTICLE IX shall not be deemed exclusive of any other rights
to which any person indemnified or being advanced expenses may be entitled
under any statute, bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person's official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such person.
The Corporation may purchase and maintain insurance on behalf of any
person referred to in the preceding paragraph against any liability asserted
against and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the Corporation would have the power to
indemnify such person against such liability under the provisions of this
ARTICLE IX or otherwise.
For purposes of this ARTICLE IX, references to the "Corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees or agents, so that any
person who is or was a director, officer, employee or agent of such constituent
corporation, or was serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under the
provisions of this ARTICLE IX with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.
The provisions of this ARTICLE IX shall be deemed to be a contract
between the Corporation and each director or officer who serves in any such
capacity at any time while this ARTICLE IX and the relevant provisions of the
General Corporation Law of the State of Delaware or other applicable law, if
any, are in effect, and any repeal or modification of such law or of this
ARTICLE IX shall not affect any rights or obligations then existing with respect
to any state of facts then or theretofore existing or any action, suit or
proceeding theretofore or thereafter brought or threatened based in whole or in
part upon any such state of facts.
For purposes of this ARTICLE IX, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall
CERTIFICATE OF INCORPORATION
OF LIQUOR.COM, INC
PAGE 4
include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner not opposed to the best interests of the Corporation.
10. Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of the General Corporation Law of the State of
Delaware or on the application of trustees in dissolution or of any receiver or
receivers appointed for the Corporation under the provisions of Section 279 of
the General Corporation Law of the State of Delaware, order a meeting of the
creditors or class of creditors, and/or of the stockholders of the Corporation,
as the case may be, to be summoned in such manner as the said court directs. If
a majority in number representing three-fourths (3/4) in value of the creditors
or class of creditors, and/or of the stockholders or class of stockholders of
the Corporation, as the case may be, agree to any compromise or arrangement and
to any reorganization of the Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.
11. The Corporation hereby expressly elects not to be governed by
Section 203 of the General Corporation Law of the State of Delaware.
12. The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by law, and all rights conferred upon the
stockholders herein are granted subject to this reservation.
13. The name and address of incorporator is as follows:
Carol Detert 118 W. Edwards, Suite 200
Springfield, Illinois 62704
CERTIFICATE OF INCORPORATION
OF LIQUOR.COM, INC
PAGE 5
14. The powers of the incorporator are to terminate upon the filing of
this Certificate of Incorporation. The names and mailing addresses of the
persons who are to serve as the initial directors of the Corporation until the
first annual meeting of stockholders of the Corporation, or until their
successors are elected and qualified, are:
Gail P. Zelitzky 4205 West Irving Park Road
Chicago, Illinois 60641
Steve Olsher 4205 West Irving Park Road
Chicago, Illinois 60641
IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinbefore named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, makes this Certificate of
Incorporation, hereby declaring and certifying that the facts herein stated are
true, and accordingly, has hereunto set his hand this 15th day of December,
1999.
/s/ Carol Detert
----------------------------
Incorporator
↑Top
Filing Submission 0000912057-00-017933 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Sat., Apr. 27, 1:30:16.1pm ET 