Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Annual Report 62 252K
2: EX-3.1 Certificate of Incorporation 6 25K
3: EX-3.2 Certificate for Renewal and Revival of Certificate 1 10K
of Incorporation
4: EX-3.3 Certificate of Amendment of Certificate of 1 10K
Incorporation
5: EX-3.4 Certificate of Amendment of Certificate of 2 11K
Incorporation
6: EX-3.5 By-Laws of World Imports - U.S.A., Inc. 7 30K
7: EX-10.1 License Agreement 20 49K
8: EX-10.2 License Agreement 20 49K
9: EX-10.3 Delivery Contract 14 30K
10: EX-10.4 Delivery Contract 15 31K
11: EX-10.5 Delivery Contract 15 32K
12: EX-10.6 1993 Non-Statutory Stock Option Plan 7 34K
13: EX-10.7 1994 Non-Statutory Stock Option Plan 7 34K
14: EX-10.8 1995 Non-Statutory Stock Option Plan 7 33K
15: EX-10.9 1996 Non-Statutory Stock Option Plan 7 33K
EX-3.1 — Certificate of Incorporation
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EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
WORLD IMPORTS - U. S. A., INC.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisi and subject to the requirements of the Laws of the
State of Delaware (particularly Chapter 1 Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
FIRST: The name of the corporation (hereinafter called the "Corporation")
is World Imports - U. S. A., Inc.
SECOND: The address, including street, number, city and county, of the
registered office of the Corporation in the State of Delaware is 100 West Tenth
Street, City of Wilmington, County of New Castle, and the name of the registered
agent of the Corporation in the State of Delaware at such address is The
Corporation Trust Company.
THIRD: The nature of the business and the purposes to be conducted and
promoted by the Corporation, which shall be in addition to the authority of the
Corporation to conduct any lawful business, to promote any lawful purpose, and
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware, is as follows:
(a) To carry on business in the various states, territories,
districts and insular possessions of the United States and in foreign countries
as factors, agent and commission merchants; to solicit, receive, pack, create,
ship, bill and collect for all articles of merchandise offered by domestic
manufacturers for sale and disposal in foreign markets, and to investigate, buy,
secure, pack, crate, ship, bill and collect for all machinery, goods, wares,
merchandise, and commodities of domestic manufacture desired by corporations,
associations, individuals or firms located in foreign countries, and
(b) to export from, and import into the United States of American
and its territories and possessions, and any and all foreign countries, as
principal or agent, merchandise of every kind and nature, and to purchase, sell
and deal in and with merchandise of every kind and nature for exportation from,
and importation into, the United States, to and from all countries foreign
thereto, and for exportation from, and importation into, any foreign country, to
and from any other country foreign thereto, and to purchase and sell domestic
merchandise in domestic markets and foreign merchandise in foreign markets, and
to do a general foreign and domestic exporting and importing business.
To acquire by purchase, lease or otherwise, improve and develop
real property. To erect dwellings, apartment houses and other buildings,
private or public, of all kinds, and to sell or rent the same. To lay
out, grade, pave and dedicate roads, streets, avenues, highways, alleys,
courts, paths, walks, parks and playgrounds. To buy, sell, mortgage,
exchange, lease, let, hold for investment or otherwise, use and operate,
real estate of all kinds, improve or unimproved, and any right or
interest therein; and
to apply for, register, obtain, purchase, lease, take licenses in
respect of or otherwise acquire, and to hold, own, use, operate, develop,
enjoy, turn to account, grant licenses and immunities in respect of,
manufacture under and introduce, sell assign, mortgage, pledge or
otherwise dispose of, and, in any manner deal with and contract with
reference to:
(i) inventions, devices, formula, processes or any improvements,
and modifications thereof;
(ii) letters patent, patent rights, patented processes, copyrights,
designs, and similar rights, trademarks, trade symbols and other
indications of origin and ownership granted by or recognized under the
laws of the United States of American or of any state or subdivision
thereof, or of any foreign country or subdivision thereof, and all rights
connected therewith or appertaining thereunto.
(iii) franchises, licenses, grants and concessions.
(b) To purchase, own, and hold the stock of other corporations, and to do
every act and thing covered generally by the denomination "holding
corporation", and especially to direct the operations of other
corporations through the ownership of stock therein; to purchase,
subscribe for, acquire, own, hold, sell, exchange, assign, transfer,
create security interest in, pledge, or otherwise dispose of shares or
voting trust certificates for shares of the capital stock, or any bonds,
notes, debentures, mortgages, securities or evidences of indebtedness
created by any other corporation or corporations organized under the laws
of this state or any other state or district or country, nation, or
government and also bonds or evidences of indebtedness of the United
States or of any state, district, territory, dependency or country or
subdivision or municipality thereof; to issue in exchange therefor shares
of the capital stock, bonds, notes, debentures, mortgages, or other
obligations of the Corporation and while the owner thereof to exercise
all the rights, powers and privileges of ownership including the right to
vote on any shares of stock or voting trust certificates so owned; to
promote, lend money to, and guarantee the dividends, stocks, bonds,
notes, debentures, mortgages, evidences of indebtedness, contracts, or
other obligations of, and otherwise aid in any manner which shall be
lawful, any corporation or association of which any bonds, stocks, voting
trust certificates, or other securities or evidences of indebtedness
shall be held by or for this Corporation, or in which, or in the welfare
of which, this Corporation shall have any interest, and to do any acts
and things permitted by law and designed to protect,
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preserve, improve, or enhance the value of any such bonds, stocks, or
other securities or evidences of indebtedness or the property of this
Corporation.
(c) To purchase, receive, take by grant, gift, devise, bequest or
otherwise, lease, or otherwise acquire, own, hold, improve, employ, use
and otherwise deal in and with real or personal property, or any interest
therein, wherever situated, and to sell, convey, lease, exchange transfer
or otherwise dispose of, or mortgage or pledge, all or any of its
property and assets, or any interest therein, wherever situated.
(d) To borrow money without limit as to amount and at such rates of
interest as it may determine; from time to time to issue and sell its own
securities, including its shares of stock, notes, bonds, debentures, and
other obligations, in such amounts, on such terms and conditions, for
such purposes and for such prices, now or hereafter permitted by the laws
of the State of Delaware and by this Certificate of Incorporation, as the
Board of Directors of the Corporation may determine; and to secure any of
its obligations by mortgage, pledge, or other encumbrance of all or any
of its property, franchises and income.
(e) To conduct its business, promote its purposes, carry on its
operations and exercise all or any part of the foregoing purposes and
powers in any and all parts of the world, and to conduct its business in
all or any of its branches as principal, agent, broker, factor,
contractor, and in any other lawful capacity, either alone or through or
in conjunction with any corporations, associations, partnerships, firms,
trustees, syndicates, individuals, organizations, and other entities in
any part of the world, and in conducting its business and promoting any
of its purposes, to maintain offices, branches and agencies in any part
of the world, to make and perform any contracts and to do any acts and
things, and to carry on any business, and to exercise any powers and
privileges suitable, convenient, or proper for the conduct, promotion,
and attainment of any of the business and purposes herein specified or
which at any time may be incidental thereto or may appear conducive to or
expedient for the accomplishment of any of such business and purposes and
which might be engaged in or carried on by a corporation incorporated or
organized under the General Corporation Law of the State of Delaware, and
to have and exercise all of the powers conferred by the Laws of the State
of Delaware upon corporations incorporated or organized under the General
Corporation Law of the State of Delaware.
The foregoing provisions of this Article THIRD shall be construed
both as purposes and powers and each as an independent purpose and power. The
foregoing enumeration of specific purposes and powers shall not be held to limit
or restrict in any manner the purposes and powers of the Corporation, and the
purposes and powers herein specified shall, except when otherwise provided in
this Article THIRD, be in no wise limited or restricted by reference to, or
inference from, the terms of any provision of this or any other Article of this
Certificate of Incorporation; provided, that the Corporation shall not conduct
any business,
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promote any purpose, or exercise any power or privilege within or without the
State of Delaware which, under the laws thereof, the Corporation may not
lawfully conduct, promote, or exercise.
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is Two Hundred Fifty Million (250,000,000). The par
value of each of said shares is $.0001. All such shares are of one class and are
shares of common stock.
FIFTH: The name and mailing address of the incorporator is as follows:
Name Mailing Address
---- ---------------
Gustave T. Dotoli 245 Rutgers Place
Nutley, NJ 07110
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
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 this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of creditors or class of creditors, and/or of the
stockholders or class of stockholders of this 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 this Corporation, as the
case may be, agree to any compromise or arrangement and to reorganization of
this Corporation as 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 the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.
EIGHTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the Corporation and of its directors and of its stockholders or
any class thereof, as the case pay be, it is further provided:
1. The management of the business and the conduct of the affairs of the
Corporation shall be vested in its Board of Directors. The number of
Directors which shall constitute the whole Board of Directors shall be
fixed by, or in the manner provided in, the By-Laws. The phrase "whole
Board" and the phrase "total number of Directors" shall be deemed to have
the same meaning, to wit, the total number of Directors which the
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Corporation would have if there were no vacancies. No election of
Directors need be by written ballot.
2. After the original or other By-Laws of the Corporation have been
adopted, amended or repealed as the case may be, in accordance with the
provisions of Section 109 of the General Corporation Law of the State of
Delaware, and, after the Corporation has received any payment for any of
its stock, the power to adopt, amend, or repeal the By-Laws of the
Corporation may be exercised by the Board of Directors of the
Corporation; provided, however, that any provision for the classification
of Directors of the Corporation for staggered terms pursuant to the
provisions of subsection (d) of Section 141 of the General Corporation
Law of the State of Delaware shall be set forth in an initial By-Law or
in a By-Law adopted by the stockholders entitled to vote of the
Corporation unless provisions for such classification shall be set forth
in this Certificate of Incorporation.
3. Whenever the Corporation shall be authorized to issue only one class
of stock, each outstanding share shall entitle the holder thereof to
notice of, and the right to vote at, any meeting of stockholders.
Whenever the Corporation shall be authorized to issue more than one class
of stock no outstanding share of any class of stock which is denied
voting power under the provisions of the Certificate of Incorporation
shall entitle the holder thereof to the right to vote at any meeting of
stockholders except as the provisions of paragraph (c) (2) of Section 242
of the General Corporation Law of the State of Delaware shall otherwise
require; provided, that no share of any such class which is otherwise
denied voting power shall entitle the holder thereof to vote upon the
increase or decrease in the number of authorized shares of said class.
NINTH: The Corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested Directors or otherwise, both as to action
in his 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 director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
TENTH: From time to time any of the provisions of this Certificate of
Incorporation may be amended, altered or repealed, and other provisions
authorized by the Laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the Corporation by this
Certificate of Incorporation are granted subject to the provisions of this
Article TENTH.
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ELEVENTH: The effective date of the Certificate of Incorporation of the
Corporation, and the date upon which the existence of the Corporation shall
commence, shall be its date of filing.
Signed: New York, New York
April 5, 1983
/s/ Gustave T. Dotoli
------------------------------------
Gustave T. Dotoli, Incorporator
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