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 Ecommercial - Amendment #1 69 340K
2: EX-2.1 Agreement and Plan of Merger Between Mindarrow and 7 23K
Ecommercial
3: EX-3.1 Certificate of Incorporation of the Registrant 3 11K
4: EX-3.2 Bylaws of Registrant 18 93K
5: EX-4.1 Investor Rights Agreement 15 68K
6: EX-4.2 Form of Registrant's Common Stock Certificate 2 11K
7: EX-4.3 Form of Series B Preferred Stock Certificate 2 11K
8: EX-4.5 Certificate of Designation - Series B Preferred 10 44K
9: EX-4.6 Certificate of Designation - Series C Preferred 10 45K
10: EX-10.11 Sublease Agreement - Cupertino, Ca 1 7K
11: EX-23.1 Consent of Experts 1 6K
EX-3.1 — Certificate of Incorporation of the Registrant
EX-3.1 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
MINDARROW SYSTEMS, INC.
ARTICLE I
The name of the corporation is MindArrow Systems, Inc. (the "Corporation").
ARTICLE II
The address of the Corporation's registered office in the State of Delaware
is Corporation Service Company, 1013 Centre Road, in the City of Wilmington,
County of New Castle 19805. The name of its registered agent at such address is
Corporation Service Company.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.
ARTICLE IV
The Corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock". The total
number of shares that this Corporation is authorized to issue is Forty Million
(40,000,000). The number of shares of Common Stock authorized to be issued is
Thirty Million (30,000,000), par value $.001 per share. The number of shares of
Preferred Stock authorized to be issued is Ten Million (10,000,000), par value
$.001 per share. The Preferred Stock authorized by this Certificate of
Incorporation may be issued from time to time in one or more series. The Board
of Directors of the Corporation is hereby authorized to increase or decrease
(but not below the number of shares of such series then outstanding) the number
of shares of any series of Preferred Stock subsequent to the issue of shares of
such series. The Board of Directors is hereby further authorized to fix, or
alter all or any of, the dividend rights, dividend rate, conversion rights,
voting rights, rights and terms of redemption (including sinking fund
provisions), the redemption price or prices, and the liquidation preferences of
any wholly unissued series of Preferred Stock, and to fix the number of shares
constituting any such series and the designations of such series. The term
"fixed for such series" and correlative terms as used in this Article IV shall
mean, with respect to any series of Preferred Stock, as stated in a resolution
or resolutions lawfully adopted by the Board of Directors in exercise of such
authority hereinabove granted.
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ARTICLE V
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 statute, and all rights conferred upon the stockholders
herein are granted subject to this right.
ARTICLE VI
The Corporation is to have perpetual existence.
ARTICLE VII
1. Limitation of Liability. To the fullest extent permitted by the General
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Corporation Law of the State of Delaware as the same exists or as may hereafter
be amended, 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.
2. Indemnification. The Corporation may indemnify to the fullest extent
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permitted by law any person made or threatened to be made a party to an action
or proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that such person or his or her testator or intestate is or
was a director, officer or employee of the Corporation, or any predecessor of
the Corporation, or serves or served at any other enterprise as a director,
officer or employee at the request of the Corporation or any predecessor to the
Corporation.
3. Amendments. Neither any amendment nor repeal of this Article VII, nor
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the adoption of any provision of the Corporation's Certificate of Incorporation
inconsistent with this Article VII, shall eliminate or reduce the effect of this
Article VII, in respect of any matter occurring, or any action or proceeding
accruing or arising or that, but for this Article VII, would accrue or arise,
prior to such amendment, repeal, or adoption of an inconsistent provision.
ARTICLE VIII
The name and mailing address of the Incorporator are as follows:
Quynh Trinh
101 Enterprise, Suite 340
Aliso Viejo, California 92656
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The undersigned Incorporator hereby acknowledges that the above Certificate
of Incorporation of MindArrow Systems, Inc. is her act and deed and that the
facts stated therein are true.
Dated: March 31, 2000
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Quynh Trinh,
Incorporator
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Dates Referenced Herein
| Referenced-On Page |
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This ‘S-1/A’ Filing | | Date | | First | | Last | | | Other Filings |
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Filed on: | | 4/3/00 | | | | | | | None on these Dates |
| | 3/31/00 | | 3 |
| List all Filings |
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