Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Amendment No. 1 to Form S-1 155 776K
2: EX-3.1 Certificate of Incorporation 8 39K
3: EX-3.2 By-Laws of the Company 23 98K
4: EX-4.1 Stockholders Agreement 18 80K
5: EX-4.2 Amendment to Stockholders Agreement 4 23K
6: EX-10.1 1997 Stock Option & Incentive Plan, as Amended 10 48K
15: EX-10.10 Employment Agreement 8 44K
16: EX-10.11 Employment Agreement Dated Oct. 1, 1998 7 39K
17: EX-10.12 Employment Agreement - Jonas Svensson 7 40K
18: EX-10.13 Employment Agreement - Johan Ihrfelt 7 40K
19: EX-10.14 Lease Agreement - Man Yun Real Estate 52 126K
20: EX-10.15 Lease Agreement - May Yun Dated April 30, 1997 5 22K
21: EX-10.16 Lease Agreement Dated Dec. 23, 1998 40 78K
22: EX-10.18 Lease Agreement - Non Residential 14 66K
23: EX-10.19 Lease for Non Residential Premises 10 58K
7: EX-10.2 1999 Stock Incentive Plan 14 67K
24: EX-10.20 Lease Agreement - Tygg Hansa 13 87K
25: EX-10.21 Lease Supplement #1 - Trygg Hansa 4 17K
26: EX-10.22 Supplement No. 2 Dated Aug. 18, 1998 20 49K
27: EX-10.23 Personal Guarantee - Trygg Hansa 2 21K
28: EX-10.24 Personal Guaranty - Trygg Hansa 2 22K
29: EX-10.25 Rent Contract Covering Business Premises 27 79K
30: EX-10.26 Rental Agreement for Office Space 4 30K
31: EX-10.27 Rental Agreement for Office Space No. 910539 4 30K
32: EX-10.28 Lease Contract - Kongensgate 2 Ans 21 69K
33: EX-10.29 Subscription & Exchange Agreement - Oct. 1, 1999 72 348K
8: EX-10.3 Employee Agreement Between Razorfish and J.A.D. 15 57K
34: EX-10.30 Amendment No. 1 to Subscription 3 15K
35: EX-10.31 2nd Amendment to Subscription 3 16K
36: EX-10.32 Stock Purchase Agreement 27 107K
37: EX-10.33 Stock Purchase Agreement October 1, 1998 41 190K
38: EX-10.34 Loan Agreement Dated September 18, 1996 3 18K
39: EX-10.36 Loan Agreement September 18, 1996 11 36K
9: EX-10.4 Non-Competition Agreement (Jeffrey Dachis) 4 25K
10: EX-10.5 Employment Agreement Dated Sept. 18, 1996 15 56K
11: EX-10.6 Non-Competition Agreement (Craig Kanarick) 4 25K
12: EX-10.7 Employment Agreement Dated April 30, 1998 9 42K
13: EX-10.8 Amend. to Employment Agreement Nov. 26, 1998 2 16K
14: EX-10.9 Employment Agreement 9 47K
40: EX-22.1 Subsidiaries of the Company 1 11K
41: EX-23.1 Consent of Arthur Andersen LLP 1 12K
42: EX-23.2 Consent of M.R. Weiser 1 12K
43: EX-27.1 Financial Data Schedule 2 14K
EX-3.1 — Certificate of Incorporation
| EX-3.1 | 1st Page of 8 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
RAZORFISH, INC.
The undersigned, for the purpose of organizing a corporation (the
"Corporation") pursuant to the provisions of the General Corporation Law of the
State of Delaware ("General Corporation Law"), does make and file this
Certificate of Incorporation and does hereby certify as follows:
FIRST: Name: The name of the corporation is Razorfish, Inc.
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SECOND: Registered Office: The registered office of the Corporation
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is to be located at 1209 Orange Street, City of Wilmington, County of New
Castle, State of Delaware 19801. The name of its registered agent is The
Corporation Trust Company, whose address is Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware 19801.
THIRD: Purposes: The purpose of the Corporation is to engage in any
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lawful act or activity for which corporations may be organized under the General
Corporation Law.
FOURTH. The total number of shares of stock the Corporation shall
------
have authority to issue is 57,000,000 shares, of which (i) 47,000,000 shares
shall be Common Stock, $.01 par value per share ("Common Stock"), of which (A)
46,999,995 shares shall be Class A Common Stock (the "Class A Common Stock"),
having the terms, powers and rights set forth below and (B) 50 shares shall be
Class B Common Stock (the "Class B Common Stock") having the terms, powers and
rights set forth below and (ii) 10,000,000 shares shall be Preferred Stock, $.01
par value per share ("Preferred Stock").
The following is a statement of the designations and the powers, privileges and
rights, and the qualifications, limitations or restrictions in respect of each
class of capital stock of the Corporation.
A. COMMON STOCK.
------------
Certain terms, powers and participating, optional and other rights,
and the qualifications, limitations and restrictions of the Common Stock are as
follows:
1. Class A Common Stock.
(a) Voting. Each holder of shares of Class A Common Stock shall
be entitled to one vote for each share of Class A Common
Stock held on all matters as to which holders of Class A
Common Stock shall be entitled
to vote. In any election of directors, no holder of shares
of Class A Common Stock shall be entitledto cumulate his or
her votes by giving one candidate more than one vote per
share.
(b) Other Rights. Each share of Class A Common Stock issued and
outstanding shall be identical in all respects one with the
other. In the event any dividend is paid on any shares of
Class A Common Stock, the same dividend shall be paid on all
shares of Class A Common Stock outstanding at the time of
such payment. Except for and subject to those rights
expressly granted to the holders of the Preferred Stock and
the Class B Common Stock, or except as may be provided by
the laws of the State of Delaware, the holders of Class A
Common Stock shall have exclusively all other rights of
stockholders.
2. Class B Common Stock. The rights (including, but not limited to,
--------------------
rights to dividends), privileges and restrictions of the Class A Common Stock
and the Class B Common Stock shall be identical in all respects, except that
holders of Class B Common Stock shall not be entitled to vote such shares,
except as required by law.
B. PREFERRED STOCK.
---------------
Preferred Stock may be issued from time to time in one or more series,
each of such series to have such terms as stated or expressed in this Section B
of Article FOURTH and/or in the resolution or resolutions providing for the
issue of such series adopted by the Board of Directors of the Corporation as
hereinafter provided. Any shares of Preferred Stock which may be redeemed,
purchased or acquired by the Corporation may be reissued except as otherwise
provided by law. Different series of Preferred Stock shall not be construed to
constitute different classes of shares for the purposes of voting by classes
unless expressly provided.
Authority is hereby granted to the Board of Directors from time to
time to issue the Preferred Stock in one or more series, and in connection with
the creation of any such series, by resolution or resolutions providing for the
issuance of the shares thereof, to determine and fix such voting powers, full or
limited, or no voting powers, and such designations, preferences, powers and
relative participating, optional or other special rights and qualifications,
limitations, or restrictions thereof, including without limitation dividend
rights, conversion rights, redemption privileges and liquidation preferences, as
shall be stated and expressed in such votes, all to the full extent now or
hereafter permitted by the General Corporation Law. Without limiting the
generality of the foregoing, the resolutions providing for issuance of any
series of Preferred Stock may provide that such series shall be superior or rank
equally or be junior to the Preferred Stock of any other series to the extent
permitted by law. Except as provided in this Article FOURTH, no vote of the
holders of the Preferred Stock or Common Stock shall be prerequisite to the
issuance of any shares of any series of Preferred Stock authorized by and
complying with the conditions of this Certificate of Incorporation, the right to
enjoy such vote being expressly waived by all present and future holders of the
capital stock of the Corporation. The resolutions providing for issuance of any
series of Preferred Stock may provide that such resolutions may be amended by
subsequent resolutions adopted in the same manner as the
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preceding resolutions. Such resolutions shall be effective upon adoption,
without the necessity of any filing, with the State Secretary of Delaware or
otherwise.
C. NO PREEMPTIVE RIGHTS. No holder of shares of capital stock of the Corporation
--------------------
shall, by reason of his holding such shares, possess any preemptive or
preferential right to purchase or subscribe to additional, unissued or treasury
shares, or rights to purchase shares, of any class or series of capital stock of
the Corporation, now or hereafter to be authorized, or any notes, debentures,
bonds or other securities convertible into or carrying rights to purchase shares
of any class or series, now or hereafter to be authorized; provided, however,
that in connection with the issuance of any such shares or securities, the Board
of Directors of the Corporation may, in its sole discretion, offer such shares
or securities, or any part thereof, for purchase or subscription by the holders
of shares of the Corporation, except as may otherwise be provided by this
Certificate of Incorporation, as amended from time to time.
FIFTH: Indemnity: The Corporation shall, to the fullest extent legally
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permissible, indemnify (fully or, if not possible, partially) each of its
directors and officers, and persons who serve at its request as directors or
officers of another organization in which it owns shares or of which it is a
creditor, against all liabilities (including expenses) imposed upon or
reasonably incurred by him in connection with any action, suit or other
proceeding, civil or criminal (including investigations, audits, the activities
of, or service upon special committees of the board) in which he may be involved
or with which he may be threatened, while in office or thereafter, by reason of
his acts or omissions as such director or officer, unless in any proceeding he
shall be finally adjudged not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Corporation; provided,
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however, that such indemnification shall not cover liabilities in connection
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with any matter which shall be disposed of through a compromise payment by such
director or officer, pursuant to a consent decree or otherwise, unless such
compromise shall be approved as in the best interest of the Corporation, after
notice that it involved such indemnification, (a) by a vote of the directors in
which no interested director participates, or (b) by a vote or the written
approval of the holders of a majority of the outstanding stock at the time
having the right to vote for directors, not counting as outstanding any stock
owned by any interested director or officer. Such indemnification may include
payment by the Corporation of expenses incurred in defending a civil or criminal
action or proceeding in advance of the final disposition of such action or
proceeding, upon receipt of an undertaking by the person indemnified to repay
such payment if he shall be adjudicated to be not entitled to indemnification
under these provisions. The rights of indemnification hereby provided shall not
be exclusive of or affect other rights to which any director or officer may be
entitled. As used in this paragraph, the terms "director" and "officer" include
their respective heirs, executors and administrators, and an "interested"
director or officer is one against whom as such the proceedings in question or
another proceeding on the same or similar grounds is then pending.
Indemnification of employees and other agents of the Corporation (including
persons who serve at its request as employees or other agents of another
organization in which it owns shares or of which it is a creditor) may be
provided by the Corporation to whatever extent shall be authorized by the
directors before or after the occurrence of any event as to or in consequence
3
of which indemnification may be sought. Any indemnification to which a person is
entitled under these provisions may be provided although the person to be
indemnified is no longer a director, officer, employee or agent of the
Corporation or of such other organization. It is the intent of these provisions
to indemnify directors and officers to the fullest extent not specifically
prohibited by law, including indemnification against claims brought
derivatively, in the name of the Corporation, and that such directors and
officers need not exhaust any other remedies.
SIXTH: Meetings: Elections: Meetings of the stockholders may be held
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within or without the State of Delaware, as the Bylaws may provide. Subject to
the provisions of any law or regulation, the books of the Corporation may be
kept 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.
The election of directors need not be by written ballot unless the Bylaws so
provide.
SEVENTH: Bylaws: The board of directors of the Corporation is authorized
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and empowered from time to time in its discretion to make, alter, amend or
repeal Bylaws of the Corporation, except as such power may be restricted or
limited by the General Corporation Law.
EIGHTH: Compromise or Arrangement: Whenever a compromise or arrangement
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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 provision of (S) 291 of the General
Corporation Law, or on the application of trustees in dissolution or of any
receiver or receivers appointed for the Corporation under (S) 279 of the General
Corporation Law, order a meeting of the creditors or class of creditors, and/or
of the stockholders or class of 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 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 said application has been made, be
binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders of the Corporation, as the case may be,
and also on the Corporation.
NINTH: Exculpation: No director shall be personally liable to the
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Corporation or its stockholders for monetary damages for any breach of fiduciary
duty by such director as a director. Notwithstanding the foregoing sentence, a
director shall be liable to the extent provided by applicable law (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 (S) 174 of the General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law is amended
after the date of incorporation of the Company to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
4
liability of a director of the Company shall be deemed to be eliminated or
limited to the fullest extent permitted by the Delaware General Corporation Law,
as so amended.
Any repeal or modification of the foregoing paragraph by the shareholders
of the Company shall not adversely affect any right or protection of a director
of the Company existing at the time of such repeal or modification.
TENTH: Reservation of Amendment Power: Subject to the limitations set
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forth herein, 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 and powers conferred
herein on stockholders, directors and officers are subject to this reserved
power.
ELEVENTH: Management: Except as otherwise required by law, by the
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Certificate of Incorporation or by the Bylaws of the Corporation, as from time
to time amended, the business of the Corporation shall be managed by its board
of directors, which shall have and may exercise all the powers of the
Corporation. The board of directors of the Corporation is hereby specifically
authorized and empowered from time to time in its discretion to determine the
extent, if any, to which and the time and place at which, and the conditions
under which any stockholder of the Corporation may examine books and records of
the Corporation, other than the books and records now or hereafter required by
statute to be kept open for inspection of stockholders of the Corporation.
TWELFTH: Liquidation: Any vote or votes authorizing liquidation of the
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Corporation or proceedings for its dissolution may provide, subject to the
rights of creditors and rights expressly provided for particular classes or
series of stock, for the distribution pro rata among the stockholders of the
Corporation of the assets of the Corporation, wholly or in part in kind, whether
such assets be in cash or other property, and may authorize the board of
directors of the Corporation to determine the value of the different assets of
the Corporation for the purpose of such liquidation and may authorize the board
of directors of the Corporation to divide such assets or any part thereof among
the stockholders of the Corporation, in such manner that every stockholder will
receive a proportionate amount in value (determined as aforesaid) of cash or
property of the Corporation upon such liquidation or dissolution even though
each stockholder may not receive a strictly proportionate part of each such
asset.
THIRTEENTH: Purchase of Shares: Subject to the terms of any outstanding
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Preferred Stock, the Corporation may purchase directly or indirectly its own
shares to the extent the money or other property paid or the indebtedness issued
therefor does not (i) render the Corporation unable to pay its debts as they
become due in the usual course of business or (ii) exceed the surplus of the
Corporation, as defined in the General Corporation Law. Notwithstanding the
limitations contained in the preceding sentence, the Corporation may purchase
any of its own shares for the following purposes, provided that the net assets
of the Corporation, as defined in the General Corporation Law, are not less than
the amount of money or other property paid or the indebtedness issued therefor:
(i) to eliminate fractional shares; (ii) to collect or compromise indebtedness
owed by or to the Corporation; (iii) to pay dissenting shareholders entitled to
5
payment for their shares under the General Corporation Law; and (iv) to effect
the purchase or redemption of redeemable shares in accordance with the General
Corporation Law.
FOURTEENTH: Section 203 Opt Out
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The Corporation hereby elects not to be governed by (S) 203 of the General
Corporation Law of the State of Delaware as from time to time in effect or any
successor provision thereto.
FIFTEENTH: The name and address of the Incorporator is:
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Lisa J. Brovender, Esq.
c/o Morrison & Foerster LLP
1290 Avenue of the Americas
New York, New York 10104
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this __ day
of December, 1998.
INCORPORATOR:
/s/ Lisa J. Brovender
--------------------------------
Lisa J. Brovender
6
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
RAZORFISH, INC.
Razorfish, Inc. a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify:
FIRST: That the name of the Corporation is Razorfish, Inc.
SECOND: That the Certificate of Incorporation of the Corporation was filed
with the Delaware Secretary of State on January 27, 1999.
THIRD: That the first paragraph of Paragraph FOURTH of said Certificate of
Incorporation is hereby deleted and added in its place is the following:
"FOURTH. The total number of shares of stock the Corporation shall
------
have authority to issue is 40,000,000 shares, of which (i) 30,000,000
shares shall be Common Stock, $.01 par value per share ("Common Stock"), of
which (A) 29,999,950 shares shall be Class A Common Stock (the "Class A
Common Stock"), having the terms, powers and rights set forth below and (B)
50 shares shall be Class B Common Stock (the "Class B Common Stock") having
the terms, powers and rights set forth below and (ii) 10,000,000 shares
shall be Preferred Stock, $.01 par value per share ("Preferred Stock").
Upon the filing of this Certificate of Amendment with the Secretary of
State of the State of Delaware (the "Effective Time"), (i) every two shares
of Class A Common Stock outstanding as of the Effective Time shall
automatically be deemed split and converted into one share of Class A
Common Stock (ii) all shares of Class A Common Stock reserved for issuance
under the Corporation's 1997 Stock Option and Incentive Plan and the awards
granted thereunder shall automatically be deemed split so that (A) every
two shares of Class A Common Stock reserved for issuance pursuant to such
plan shall be converted into one share of Class A Common Stock and (B) the
number of shares of Class A Common Stock to be purchased upon exercise of
outstanding options shall be reduced by one half and (iii) all shares of
Class A Common Stock reserved for issuance under the Corporation's 1999
Stock Incentive Plan shall automatically be
deemed split and every two shares reserved for issuance pursuant to such
plan shall be converted into one share of Class A Common Stock."
FOURTH: That the amendment to the Certificate of Incorporation set forth
herein was authorized by unanimous written consent of the Board of Directors
followed by the written consent of the holders of a majority of all outstanding
shares entitled to vote thereon pursuant to Section 228 of the General
Corporation Law of the State of Delaware.
FIFTH: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 228 and Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Jeffrey A. Dachis, its President and Chief Executive Officer, and
attested by Craig M. Kanarick, its Vice Chairman of the Board, Chief Scientist
and Secretary, this 4th day of March, 1999.
By: /s/ Jeffrey A. Dachis
--------------------------
Name: Jeffrey A. Dachis
Title: President and Chief Executive Officer
ATTEST:
By: /s/ Craig M. Kanarick
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Name: Craig M. Kanarick
Title: Secretary
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-1/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 3/15/99 | | | | | | | None on these Dates |
| Filed on: | | 3/12/99 |
| | 1/27/99 | | 7 |
| List all Filings |
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