Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2/A Pre-Effective Amendment to Registration of 101 665K
Securities by a Small-Business Issuer
2: EX-3.1 Articles of Incorporation/Organization or By-Laws 14 46K
3: EX-4.1 Instrument Defining the Rights of Security Holders 2 11K
4: EX-5.1 Opinion re: Legality 1 7K
5: EX-10.1 Material Contract 10 39K
6: EX-10.11 Material Contract 2 10K
7: EX-10.12 Material Contract 9 52K
8: EX-23.2 Consent of Experts or Counsel 1 6K
9: EX-27 Financial Data Schedule (Pre-XBRL) 2± 8K
EX-3.1 — Articles of Incorporation/Organization or By-Laws
Exhibit Table of Contents
STATE OF FLORIDA LOGO
DEPARTMENT OF STATE
I certify the attached is a true and correct copy of the Articles of
Incorporation, as amended to date, of POINTE FINANCIAL CORPORATION, a
corporation organized under the laws of the State of Florida, as shown by the
records of this office.
The document number of this corporation is P93000070976.
GREAT SEAL OF THE STATE OF FLORIDA Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capitol, this the
Twenty-fourth day of February, 1998
/s/ Sandra B. Mortham
-----------------------------
Sandra B. Mortham
Secretary of State
ARTICLES OF INCORPORATION
FOR
POINTE FINANCIAL CORPORATION
The undersigned, acting as incorporator of a corporation under the
Florida Business Corporation Act, adopts the following Articles of
Incorporation:
ARTICLE I
---------
The name of the corporation is "POINTE FINANCIAL CORPORATION" (the
"Corporation").
ARTICLE II
----------
The principal office and mailing address of this Corporation is 21845
Powerline Road, Boca Raton, Florida 33433.
ARTICLE III
-----------
The duration of this Corporation is to be perpetual.
ARTICLE IV
----------
The Corporation may engage in any activity or business permitted under
the laws of the State of Florida.
ARTICLE V
---------
The total number of shares of all classes of stock that the Corporation
is authorized to issue is 3,500,000 shares, of which 2,500,000 shall be Common
Stock, $.01 par value, and 1,000,000 shall be Preferred Stock, $.01 par value.
No holder of the Corporation's stock shall have any preemptive right to acquire
the Corporation's securities.
Common Stock. The maximum number of shares of Common Stock which
the Corporation is authorized to have outstanding is 2,500,000 shares
at a par value of $.01 per share. Holders of Common Stock are entitled
to vote on all questions required by law on the basis of one vote per
share.
Preferred Stock. The maximum number of shares of Preferred Stock
which the Corporation is authorized to have outstanding is 1,000,000
shares at a par value of $.01 per share. The Preferred Stock may be
issued from
time to time in one or more series as specified in Section 607.0602, Florida
Statutes (or in such other manner as may be permitted by law), as determined
from time to time by the Board of Directors and stated in the resolution or
resolutions providing for the issuance of the Preferred Stock adopted by the
Board of Directors pursuant to authority hereby vested in it, each series to be
appropriately designated, prior to the issuance of any shares thereof, by some
distinguishing letter, number, or title. The Board of Directors is hereby
expressly granted authority to fix the authorized number of shares of each
series of Preferred Stock, and to fix the terms of such series, including but
not limited to, the following:
(a) the rate or manner of payment of dividends;
(b) whether shares may be redeemed and, if so, the redemption price and
the terms and conditions of redemption;
(c) the amount payable upon shares in the event of voluntary or
involuntary liquidation;
(d) sinking fund provisions, if any, for the redemption or purchase of
shares;
(e) the terms and conditions, if any, on which shares may be converted;
(f) voting rights, if any; and
(g) the other special rights, if any, and the qualifications,
limitations or restrictions thereof, of the shares of such series.
The designation of each particular series of Preferred Stock and its terms in
respect of the foregoing particulars shall be fixed and determined by the Board
of Directors in any manner permitted by law and stated in the resolution or
resolutions providing for the issuance of such shares adopted by the Board of
Directors pursuant to authority hereby vested in it, before any shares of such
series are issued. The Board of Directors may from time to time increase (but
not above the total number of authorized shares of the class) the number of
shares of any series of Preferred Stock already created by providing that any
unissued Preferred Stock shall constitute part of such series, or may decrease
(but not below the number of shares thereof then outstanding) the number of
shares of any series of Preferred Stock already created by providing that any
unissued shares previously
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assigned to such series shall no longer constitute part thereof. The Board
of Directors is hereby empowered to classify or reclassify any unissued
Preferred Stock by fixing or altering the terms thereof in respect of the above
mentioned particulars and by assigning the same to an existing or newly created
series from time to time before the issuance of such shares
ARTICLE VI
----------
The street address of the initial registered office is 21845 Powerline
Road, Boca Raton, Florida 33433. The name of the corporation's registered agent
at such address is Stephen H. Barnett.
ARTICLE VII
-----------
The number of directors constituting the Board of Directors shall be
fixed as provided by the bylaws, but shall not be less than one.
ARTICLE VIII
------------
The number of directors constituting the initial Board of Directors is
five, whose names and addresses are as follows:
Stephen H. Barnett
21845 Powerline Road
Boca Raton, Florida 33433
Roberto Kassin
21845 Powerline Road
Boca Raton, Florida 33433
Raymond Monteleone
21845 Powerline Road
Boca Raton, Florida 33433
Stuart Reich
21845 Powerline Road
Boca Raton, Florida 33433
Alvin Stein
21845 Powerline Road
Boca Raton, Florida 33433
ARTICLE IX
----------
The name and address of the incorporator is Suzanne M. Legon, 1221
Brickell Avenue, 25th Floor, Miami, Florida 33131.
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ARTICLE X
---------
This corporation shall indemnify and may insure its officers and
directors to the fullest extent permitted by law currently in effect or
hereinafter enacted.
ARTICLE XI
----------
These Articles of Incorporation may be amended in the manner authorized
by law at the time of amendment.
_____________________________
IN WITNESS WHEREOF, I, Suzanne M. Legon, being the Incorporator of
Pointe Financial Corporation, make and file these Articles of Incorporation as
of the 28th day of September, 193.
By: /s/ Suzanne M. Legon
--------------------
Suzanne M. Legon
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CERTIFICATE OF DESIGNATION
REGISTERED AGENT/REGISTERED OFFICE
Pursuant to the provisions of section 607.0501, Florida States, the undersigned
corporation, organized under the laws of the state of Florida, submits the
following statement in designating the registered office/registered agent, in
the state of Florida.
1. The name of the corporation is: Pointe Financial Corporation
____________________________________________________________________________.
2. The name and address of the registered agent and office is:
Stephen H. Barnett
____________________________________________________________________________
(NAME)
21945 Powerline Road
____________________________________________________________________________
(P.O. BOX NOT ACCEPTABLE)
Boca Raton, Florida 33433
____________________________________________________________________________
CITY/STATE/ZIP
SIGNATURE /s/ illegible
----------------------------
(corporate officer)
TITLE President
DATE October , 1993
HAVING BEEN NAMED AS REGISTERED AGENT AND TO ACCEPT SERVICE OF PROCESS FOR THE
ABOVE STATED CORPORATION AT THE PLACE DESIGNATED IN THIS CERTIFICATE, I HEREBY
ACCEPT THE APPOINTMENT AS REGISTERED AGENT AND AGREE TO ACT IN THIS CAPACITY. I
FURTHER AGREE TO COMPLY WITH THE PROVISIONS OF ALL STATUTES RELATING TO THE
PROPER AND COMPLETE PERFORMANCE OF MY DUTIES, AND I AM FAMILIAR WITH AND ACCEPT
THE OBLIGATIONS OF MY POSITION AS REGISTERED AGENT.
SIGNATURE /s/ illegible
----------------------------
DATE October , 1993
REGISTERED AGENT FILING FEE: $35.00
ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION
OF POINTE FINANCIAL CORPORATION
ESTABLISHING SERIES/CLASS OF SHARES
Pursuant to the provisions of Section 607.0602 of the Florida Business
Corporation Act, Pointe Financial Corporation (the "Company") adopts the
following Articles of Amendment to the Articles of Incorporation, which
establish a series/ class of shares:
1. The name of the corporation is Pointe Financial Corporation.
2. The amendment determining the class/series of shares is as follows:
Pursuant to the authority vested in the Board of Directors of the Company
in accordance with provisions of Article V of the Articles of Incorporation of
the Company, a series of Preferred Stock of the Company known as Preferred Stock
- Series A be, and it hereby is, created, classified, authorized and the
issuance thereof provided for, and that the designation and number of shares,
and relative rights, preferences and limitations thereof, shall be as follows:
1. Designation: ranking. A total of fifty thousand (50,000) shares of the
Company's preferred stock are hereby designated as the Preferred Stock - Series
a, $.01 par value per share (the "Series A Preferred"), and shall have the
relative powers, preferences, rights, qualifications, limitations and
restrictions contained in this Amendment. Terms used but not defined herein
shall have the meanings ascribed to them in the Articles of Incorporation of the
Company, as amended from time to time. The Series A Preferred shall rank senior,
both as to payment of dividends and as to distributions of assets upon
liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary, to all of the Company's now or hereinafter issued common stock.
2. Voting. The holders of Series A Preferred shall not have any right to
vote, except that as to any matter on which holders of Series A Preferred are
required to have a vote under applicable law: (i) each holder of record shall be
entitled to one vote for each share of Series a Preferred standing in his name
on the books of the Company and (ii) except as required by applicable law, the
holders of Series A Preferred and (to the extent of any voting rights) shall
vote together as a single class on all matters as to which holders of Series A
Preferred are entitled to vote. Also, if the Company fails to pay a dividend on
a Dividend Payment date to the holders of Series A Preferred, then and
thereafter until all past dividends are paid, the holders of Series A Preferred
shall have voting rights equal to one vote per amount of common stock into which
the Series A Preferred could be converted
(that is, one and one-half votes per share of Series A Preferred). At such time
as all cumulative dividends have been paid in full, the voting rights of the
holders of Series A Preferred shall, without further action, terminate, subject
to reinstatement if thereafter the Company fails to pay a dividend on a dividend
Payment Date.
3. Dividends. The holders of each issued and outstanding share of Series a
Preferred shall be entitled to receive, when and as declared by the Board of
directors out of any funds legally available therefor, dividends on the purchase
price per share of Series a Preferred, at the rate of eight and one-half percent
(8.5%) per annum (computed on the basis of actual days elapsed and a three
hundred sixty-five (365) day year) ( the "8.5% Dividends"). The 8.5% dividends
will accrue and be cumulative to the extent unpaid, but without interest
thereon, whether or not they have been declared and whether or not there are
profits, surplus or other funds of the Company legally available for the payment
of dividends. The 8.5% Dividends shall become due and payable with respect to
any share of Series a Preferred upon January 1, 1997 and quarterly thereafter (a
"Dividend Payment Date"), or upon any redemption or conversion of such share of
Series A Preferred into common stock. All numbers relating to the calculation of
8.5% dividends shall be subject to equitable adjustment in the event of any
stock split, combination, reorganization, recapitalization, reclassification or
other similar event involving a change in the Series A Preferred.
4. Liquidation. In the event of any liquidation, dissolution or winding up
of the Company, whether voluntary or involuntary (a "Liquidation Event"), each
holder of outstanding shares of Series A Preferred shall be entitled to be paid
out of the assets of the Company available for distribution to stockholders,
whether such assets are capital, surplus, or earnings as follows, and before any
amount shall be paid or distributed to the holders of any class of common stock
or of any other stock ranking on liquidation junior to the Preferred Stock -
Series A and amount equal to $20.0 purchase price per share (adjusted
appropriately for stock splits, stock dividends and the like) (the "Series A
Liquidation Amount") together with any accrued and unpaid 8.5% Dividends. Such
amount shall be paid in cash or in property taken at its fair market value, or
both, at the election of the Board of Directors of the Company. However, if upon
any Liquidation Event the amounts payable with respect to the Series A Preferred
and any other stock ranking as to any such distribution on a parity with the
Series A Preferred are not paid in full, the holders of the Series A Preferred
and such common stock shall share ratably in any distribution of assets in
corporation to the full respective preferential amount to which they are
entitled). Neither the consolidation or merger of the Company into or with
another entity or entities. nor the sale, lease or transfer of all or
substantially all of the assets of the Company to whether entity o
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entities shall be deemed a liquidation, dissolution or winding up of the
affairs of the Company within the meaning of this Paragraph 4.
5. Conversion Into Common Stock.
(a) Conversion Rate. The shares of Series A Preferred shall be
convertible at any time after issue at the option of the record holder hereof,
in the manner hereinafter provided, into fully paid and nonassessable shares of
common stock of the Company at the rate of 1.5 shares of common stock for each
share of Series A Preferred, provided, however, that as to any shares of Series
A Preferred which shall have been called for redemption, the right of
conversion shall terminate at the close of business on the fifth full business
day prior to the date fixed for redemption. No payment or adjustment shall be
made for dividends accrued on any shares of Series Preferred A that shall be
converted or for dividends on any shares of common stock that shall be issuable
upon such conversion, but all dividends accrued and unpaid on such shares of
Series A Preferred up to the dividend payment date immediately preceding the
date of conversion shall be payable in cash to the converting shareholder, and
no such dividend shall be paid upon the shares of common stock until the same
shall be paid or sufficient funds set apart for the payment thereof.
(b) Conversion Rate Adjustments. The conversion rate provided for above
shall be subject to the following adjustments:
(i) In case the Company shall declare and pay to the holders of
the shares of common stock a dividend in shares of common stock, the conversion
rate in effect immediately prior to the time fixed for the determination of
shareholders entitled to such dividend shall be proportionately increased
(adjusted to the nearest, or if there shall be no nearest then to the next
lower, one-thousandth of a share of common stock), such adjustment to become
effective immediately after the time fixed for such determination.
(ii) In case the Company shall subdivide the outstanding shares of
common stock into a greater number of shares of common stock or combine the
outstanding shares of common stock into a smaller number of shares of common
stock, the conversion rate in effect immediately prior to such subdivision or
combination, as the case may be, shall be proportionately increased or decreased
(adjusted to the nearest, or if there shall be no nearest then to the next
lower, one-thousandth of a share of common stock), as the case may require, such
increase or decrease, as the case may be, to become effective when such
subdivision or combination becomes effective.
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(iii) In case of any reclassification or change of outstanding
shares of common stock issuable upon conversion of the shares of Series A
Preferred, or in case of any consolidation or merger of the Company with or into
another corporation, or in case of any sale or conveyance to another corporation
of all or substantially of all of the property of the Company, the holder of
each share of Series A Preferred then outstanding shall have the right
thereafter, so long as his conversion right hereunder shall exist, to convert
such share into the kind and amount of shares of stock and other securities and
property receivable upon such reclassification, change, consolidation, merger,
sale or conveyance by a holder of the number of shares of common stock of the
Company into which such shares of Series a Preferred might have been converted
immediately prior to such reclassification, change, consolidation, merger, sale
or conveyance, and shall have no other conversion rights under these provisions.
the Articles of Incorporation of the resulting, surviving, or successor
corporation or otherwise, shall be amended so that the provisions set forth
herein shall thereafter be applicable, as nearly as reasonably may be, to any
such other shares of stock and other securities and property deliverable upon
conversion of the shares of Series A Preferred remaining outstanding or other
convertible preferred shares received by the holders in place thereof. In case
securities or property other than shares or common stock shall be issuable or
deliverable upon conversion as aforesaid, then all references in this paragraph
shall be deemed to apply, so far as appropriate and as nearly as may be, to such
other securities or property. The subdivision or combination of shares of common
stock at any time outstanding into a greater or lesser number of shares of
common stock (whether with or without par value) shall not be deemed to be a
reclassification of the common stock of the Company for the purpose of this
subparagraph c.
(c) Surrender of Certificates on conversion. In order to convert shares
of Series A Preferred into shares of common stock, the holder thereof shall
surrender the certificate or certificates for shares of Series A Preferred, duly
endorsed to the Company or in blank (or accompanied by duly executed stock
powers relating thereto), at the office of any transfer agent for the shares of
Series A Preferred (or such other place as may be designated by the Company),
and shall give written notice to the Company at such office that the elects to
convert the same and shall state in writing therein the name or names in which
he wishes the certificate or certificates for shares of common stock to the
issued. The Company shall, as soon as practicable thereafter, deliver at such
office to such holder of shares of Series A Preferred or to his nominee or
nominees, a certificate or certificates for the number of full shares of common
stock to which he shall be entitled as aforesaid and shall make appropriate
payment in cash for any fractional shares. Shares of Series A Preferred shall be
deemed to have been converted as of the date of
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the surrender of such shares for conversion as provided above, and the person or
persons entitled to receive the shares of common stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders
of such shares or common stock on such date.
(d) No Fractional Shares. No fractions of shares of common stock shall
be issued upon conversion, but in lieu thereof the Company shall adjust such
fractional interest by payment to the holders of an amount in cash equal to the
prorata share of the purchase price of the Series A Preferred not converted.
(For example, .5 share of common stock would be .5/1.5 = 1/3 x 20 = $6.67.).
(e) Reservation of Common Stock. A number of authorized shares of
common stock sufficient to provide for the conversion of shares of series a
Preferred outstanding upon the bases here provided shall at all times be
reserved for such conversion.
6. Option Redemption.
(a) Redemption. The Company may at its option, to the extent it may do
so under applicable law, redeem one hundred percent (100%) of the then
outstanding shares of Series a Preferred on or after January 1, 1999.
(b) Redemption Price. The redemption price (the "Redemption Price") for
each share of the Series A Preferred redeemed pursuant to this Section 5 shall
be the sum of (a) the Series a Liquidation Amount, plus (b) the amount of any
accrued and unpaid 8.5% Dividends. The Redemption Price shall be paid in cash or
immediately available funds within thirty (30) days after the Redemption Date.
(c) Surrender of Certificates. Each holder of shares of Series a
Preferred to be redeemed shall surrender the certificate or certificates
representing such shares to the Company, duly assigned or endorsed for transfer
(or accompanied by duly executed stock powers relating thereto), at the
principal executive office of the Company or the offices of the transfer agent
for the Series A Preferred or such office or offices as may from time to time be
designated by notice to the holders of Series A Preferred, and thereupon the
Redemption Price for such shares shall be paid to the order of the person whose
name appears on such certificate or certificates and each surrendered
certificate shall be cancelled and retired.
7. Preemptive Rights. Each holder of Series A Preferred shall have the
preemptive right to purchase or subscribe for their prorata share of capital
stock of the Company for all new issue of any class of stock of the Company, no
matter when
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authorized, and for whatever consideration is contemplated to be received by the
Company, including but not limited to cash, other property, services, the
acquisition of other Company shares or property through merger or the
extinguishment of debts. These preemptive rights shall apply to any Company
obligation which is convertible to or exchangeable for any stock of the Company,
or where there is attached to such obligation any stock warrants or rights which
allow the holder to acquire by subscription or purchase any stock of the
Company. Preemptive rights shall not apply to the reissuance of redeemed or
otherwise acquired shares which are not restored to the status of authorized but
unissued shares. Preemptive rights shall not apply to capital stock issued in
connection with stock option plans or employee stock benefit plans, or stock
issued in connection with any acquisition of any business or entity.
3. The amendment was adopted by the Board Directors effective as of
December 20, 1995.
4. the amendment was duly adopted by the Board of Director.
Dated: December 20, 1995.
POINTE FINANCIAL CORPORATION
By: /s/ R. Carl Palmer, Jr.,
-------------------------------
R. Carl Palmer, Jr.,
President and Chief Executive Officer
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Articles of Amendment
to
Statement of Designation
of
Preferred Stock, Series A
of
Pointe Financial Corporation
Pursuant to the provisions of Section 607.0602 of the Florida Business
Corporation Act, Pointe Financial Corporation (the "Company") adopts the
following Articles of Amendment to the Statement of Designation of Preferred
Stock, Series A, of the Company (filed with the Florida Department of State as
Articles of Amendment to the Company's Articles of Incorporation on April 11,
1996) (the "Statement of Designation");
1. The name of the corporation is Pointe Financial Corporation.
2. The text of the amendment (the "Amendment") to the Statement of
Designation of Preferred Stock, Series A of Pointe Financial
Corporation is that the first sentence of Paragraph 1 of the
Statement of Designation is amended to provide in its entirely as
follows:
"1. Designation Ranking. A total of sixty thousand (60,000)
shares of the Company's preferred stock are hereby designated
as the Preferred Stock - Series A, $.01 per value per share
(the "Series A Preferred"), and shall have the relative
powers, preferences, rights, qualifications, limitations and
restrictions contained in this Amendment."
3. The Amendment was duly adopted by the Board of Directors of the
Company on April 16, 1997.
4. No shareholder action was required to adopt the Amendment.
IN WITNESS WHEREOF, these Articles of Amendment have been executed on
behalf of the Company by the undersigned member of the Company's Board of
Directors this 1st day of April, 1998.
Pointe Financial Corporation
By: R. Carl Palmer, Jr.
-------------------------------
R. Carl Palmer, Jr.
President and Chief Executive Officer
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
POINTE FINANCIAL CORPORATION
I.
The name of the corporation is Pointe Financial Corporation (the
"Corporation").
II.
The text of the amendment to the Articles of Incorporation is that
the first four sentences of Article V of the Articles of Incorporation of the
Corporation are hereby amended to read in their entirety as follows:
"Article V
----------
The total number of shares of all classes of stock that the corporation
is authorized to issue is 6,000,000 shares, of which 5,000,000 shall be Common
Stock, $.01 par value, and 1,000,000 shall be Preferred Stock, $.01 par value.
No holder of the Corporation's stock shall have any preemptive right to acquire
the Corporation's securities.
Common Stock. The maximum number of shares of Common Stock
which the Corporation is authorized to have outstanding is 5,000,000
shares at a par value of $.01 per share. Holders of Common Stock are
entitled to vote on all questions required by law on the basis of one
vote per share."
III.
This amendment to the Articles of Incorporation was duly adopted
pursuant to Section 607.1003 of the Florida Business Corporation Act by the
Board of Directors of the Corporation on February 27, 1998 and by the
affirmative vote of a majority of the holders of the issued and outstanding
shares of Common Stock of the Corporation on April 27, 1998, which number of
votes was sufficient for approval of this amendment.
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be executed on this 12th day of May, 1998.
By: R. Carl Palmer, Jr.
-------------------------
R. Carl Palmer, Jr.
President
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘SB-2/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 1/1/99 | | 11 | | | | | None on these Dates |
| | 6/8/98 |
| Filed on: | | 6/5/98 |
| | 4/27/98 | | 14 |
| | 2/27/98 | | 14 |
| | 4/16/97 | | 13 |
| | 1/1/97 | | 8 |
| | 4/11/96 | | 13 |
| | 12/20/95 | | 12 |
| List all Filings |
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