Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 S-1/ Common Stock - $10,822,500 95 448K
2: EX-1.1 Selling Group Agreement 7 43K
3: EX-3.1 Articles of Incorporation - Msh Entertainment 14 65K
4: EX-3.2 Bylaws - Msh Entertainment Corp. 6 32K
5: EX-4.1 Subscription Agreement 3 16K
6: EX-5.1 Opinion - Glenn Gearhart 2± 11K
7: EX-10.1 Employment Agreement - Msh & Robert Maerz 12 48K
16: EX-10.10 Cooperation Agreement - Msh & Happy Zone 16 61K
17: EX-10.11 Promissory Note - Msh & Robert Maerz 1 10K
18: EX-10.12 Promissory Note - Msh & Alfred Morgan 1 10K
19: EX-10.13 Promissory Note - Msh & Rick Seibold 1 10K
20: EX-10.14 Promissory Note - Msh & Jonathan Stathakis 1 10K
21: EX-10.15 Credit Agreement - Msh & Happy Zone 3 17K
8: EX-10.2 Employment Agreement - Msh & Jonathan Stathakis 12 48K
9: EX-10.3 Employment Agreement - Msh & Christopher Haigh 9 47K
10: EX-10.4 Employment Agreement - Msh & Fred Aurelio 10 43K
11: EX-10.5 Promissory Note - Christopher Haigh 2 14K
12: EX-10.6 Msh - 1996 Stock Option Plan 12 48K
13: EX-10.7 Credit Agreement - Msh & Robert Posner 5 25K
14: EX-10.8 Cooperation & Warrant Agreement - Msh & Intel 37 160K
15: EX-10.9 Production Agreement - Msh & Abrams/Gentle 19 75K
22: EX-27 Financial Data Schedule 2 10K
EX-3.1 — Articles of Incorporation – Msh Entertainment
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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
RAILSIDE, INC.
We, the undersigned natural persons of the age of twenty-one or more,
acting as incorporators of a corporation under the Utah Business Corporation
Act, (hereinafter called the "Act"), adopt the following Articles of
Incorporation for such corporation:
ARTICLE I
Name
----
The name of the corporation (hereinafter called the "Corporation"), is
Railside, Inc.
ARTICLE II
Period of Duration
------------------
The period of duration of the Corporation is perpetual.
ARTICLE III
Purpose
-------
The purposes for which the Corporation is organized are:
Section 1: Real estate and warehousing.
---------
Section 2: Any other lawful business authorized by Title 16 of the Utah
---------
Code.
ARTICLE IV
Authorized Shares
-----------------
This Corporation is authorized to issue one class of common stock. The
total authorized common stock of this Corporation shall be 50,000,000 shares of
$0.001 par value per share. These shares shall bear voting rights and share
equally in distribution of profits of the Corporation.
ARTICLE V
Pre-Emptive Rights
------------------
No stockholder of the Corporation shall, because of ownership of stock,
have a pre-emptive or other right to purchase, subscribe for or take part of any
stock, or any part of the notes, debentures, bonds, or other securities
convertible into or carrying options for warrants to purchase stock of the
Corporation issued, optioned or sold by it after its incorporation, except as
may be otherwise stated in these Articles of Incorporation. Any part of the
capital stock and any part of the notes, debentures, bonds or other securities
convertible into or carrying options or warrants to purchases stock of the
Corporation authorized by these Articles of Incorporation or by an amended
certificate duly filed, may at any time be issued, optioned for sale and sold or
disposed of by the Corporation, pursuant to resolution of its Board of
Directors, to such persons and upon such terms as may to such Board seem proper,
without first offering such stock or securities or any part thereof to existing
stockholders.
1
ARTICLE VI
Commencement of Business
------------------------
This Corporation shall not commence business until at least One Thousand
($1,000.00) Dollars has been received by it as consideration for the issuance of
shares.
ARTICLE VII
Voting of Shares
----------------
Each outstanding share of the common stock of the Corporation shall be
entitled to one vote on each matter submitted to a vote at a meeting of the
stockholders. At each election for directors every shareholder entitled to vote
at such election shall have the right to vote in person or by proxy the number
of shares owned by him or it for as many persons as there are directors to be
elected, and for whose election he or it has a right to vote, but the
shareholders shall have no right whatsoever to accumulate his or its votes with
regard to such election.
ARTICLE VIII
Provisions for Regulation of the
--------------------------------
Internal Affairs of the Corporation
-----------------------------------
Section 1: Meetings of Shareholders. All meetings of the
--------- ------------------------
shareholders of the Corporation shall be held at such place, either within or
without the State of Utah, as may be provided in the Bylaws of the Corporation.
In the absence of any such provision, all such meetings shall be held at the
registered office of the Corporation.
Section 2: Quorum of Shareholders. Unless otherwise provided in the
--------- ----------------------
Act or other applicable law, a majority of the shares of the common stock of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of the shareholders of the Corporation.
Section 3: Meetings of Directors. Meetings of the Board of Directors
--------- ---------------------
of the Corporation, whether regular or special, may be held either within or
without the State of Utah, and upon such notice as may be prescribed in the
Bylaws of the Corporation.
Section 4: Quorum of Directors. The number of Directors of the
--------- -------------------
Corporation which shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors shall be fixed in the Bylaws of the
Corporation.
Section 5: Designation of Committees by the Board of Directors. The
--------- ---------------------------------------------------
Board of Directors may, by a resolution or resolutions passed by a majority of
the whole Board, designate a committee or committees consisting of not less than
three (3) directors, which committee or committees, to the extent provided in
such resolution or resolutions, shall have and may exercise all the authority so
provided, but the designations of such committees and the delegation thereto for
such authority shall not operate to relieve the Board of Directors, or any
member thereof, of any responsibility imposed upon it or by him by law.
2
Section 6: Bylaws of the Corporation. The initial Bylaws of the
--------- -------------------------
Corporation shall be adopted by its Board of Directors; thereafter, unless
otherwise provided in the Act, Bylaws of the Corporation may be adopted, amended
or repealed, either by the shareholders or by the Board of Directors, except
that (a) no Bylaws adopted or amended by the shareholders shall be altered or
repealed by the Board of Directors, and (b) no Bylaws shall be adopted by the
Directors which shall require more than a majority of the shareholders for a
quorum at a meeting of the shareholders of the Corporation, or more than a
majority of the votes cast to constitute action by the shareholders, except
where higher percentages are required by law. The Bylaws may contain any
provisions for the regulation and management of the affairs of the Corporation
not inconsistent with the Act, other applicable laws, and these Articles of
Incorporation.
Section 7: Vacancy in the Board of Directors. Any vacancy occurring
--------- ---------------------------------
in the Board of Directors may be filled by affirmative vote of a majority of the
remaining directors, though less than a quorum of the Board of Directors. A
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in offices. Any directorship to be filled by reason on an
increase in the number of directors shall also be filled by the Board of
Directors, such appointment to be until the next annual meeting or a special
meeting of the shareholders called for the purpose of electing a director to the
office so created.
Section 8: Shareholders of Record. The name and address of each
--------- ----------------------
shareholder of record of the capital stock of the Corporation as they appear in
the stock records of the Corporation shall be conclusive evidence as to who are
the shareholders who are entitled to receive notice of any meetings of the
shareholders, to vote at such meetings, to examine a complete list of the
shareholders who may be entitled to vote at such meetings, to own, enjoy and
exercise any other rights and privileges which are based upon the ownership of
these share of common stock of the Corporation.
Section 9: Books and Records. The Corporation shall keep complete
--------- -----------------
and correct books and records of account and shall keep minutes of the
proceedings of its shareholders' and Board of Directors meetings, and shall keep
at its registered office or principal place of business or at the office of its
transfer agent or registrar, a record of its shareholders, giving names and
addresses of all shareholders and the number of shares of the Corporation held
by each. No shareholder shall have the right to inspect any such books and
records except as conferred by the Act or other applicable law, unless
authorized to so by resolution or resolutions of the shareholders or the Board
of Directors.
Section 10: Working Capital. The Board of Directors of the
---------- ---------------
Corporation shall have the power from time to time to fix and determine and to
vary the amount which is to be reserved by the Corporation as working capital;
and before the payment of any dividends or the making of any distribution of
profits, or may set aside out of net profits or earned surplus of the
Corporation, such sum or sums as it may from time to time in its absolute
discretion deem to be proper, whether as a reserve fund to meet contingencies
or for the equalizing of dividends, or the repairing or maintenance of any
property of the Corporation, or for an addition to stated capital, capital
surplus, earned surplus, or for any corporate purpose which the Board of
Directors shall deem to be in the best interests of the Corporation, subject
only to such limitations as the Bylaws of the Corporation may from time to time
impose.
Section 11: Compensation of Directors. The Board of Directors of the
---------- -------------------------
Corporation may, provided the Bylaws of the Corporation so provide, make
provision for reasonable compensation to its members for their services as
directors and established the basis and conditions upon which such compensations
shall be paid. Any director of the Corporation may also serve the Corporation
in any other capacity and receive proper compensation therefor.
Section 12: Qualification of Directors. The Directors of this
---------- --------------------------
Corporation need not be stockholders.
Section 13: Number of Directors. The exact number of directors may
---------- -------------------
from time to time be specified by the Bylaws at not less than three (3) or more
than nine (9). When the Bylaws do not specify the exact number of directors,
the number of directors shall be three (3).
3
Section 14: Reliance Upon Others. A director shall be fully
---------- --------------------
protected in relying in good faith upon the books of accounts relevant to the
existence and amount of surplus or other funds from which dividends might be
declared and paid.
Section 15: Reliance Upon Others - Prudent Conduct. No person shall
---------- --------------------------------------
be liable to the Corporation for any loss or damage suffered by it on account of
any action taken or omitted to be taken by him as a director or officer of the
Corporation in good faith, if such person (a) exercised or used the same degree
of care and skill as a prudent man would have exercised or used under the
circumstances in the conduct of his own affairs, or (b) took or omitted to take
such action in reliance upon advice of counsel for the Corporation, or upon
statements made or information furnished by officers or employees of the
Corporation which he had reasonable grounds to believe, or upon a financial
statement of the Corporation prepared by an officer or employee of the
Corporation in charge of its accounts or certified by a public accountant or
firm of public accountants.
Section 16: Contracts with Interested Directors - Disclosure and
---------- ----------------------------------------------------
Voting. A director of the Corporation shall not in the absence of fraud be
------
disqualified by his office from dealing with or contracting with the
Corporation, either as a vendor, purchaser or otherwise, so long as such
transaction shall not conflict with his obligations and duties to the
Corporation as a corporate officer; nor in the absence of fraud shall, insofar
as permitted by the Act or any other applicable statute, any transaction or
contract of the Corporation be void or voidable or affected by reason of the
fact that any director or any firm of which a director is a member, or any
corporation of which any director is an officer, director or stockholder is in
any way interested in such transaction or contract; provided that at the meeting
of the Board of Directors or of a committee thereof, having authority in the
premises to authorize or confirm such contract or transaction, the interest of
such director, firm or corporation is disclosed or made known, and there shall
be present a quorum of the Board of Directors or of the directors constituting
such committee and the contract or transaction shall be approved by a majority
of such quorum which majority shall consist of directors no so interested or
connected. Nor shall any directors be liable to account to the Corporation for
any profit realized by him from or through any such transaction or contract of
the Corporation, ratified or approved as herein provided, by reason of the fact
that he or any firm of which he is a member or any corporation of which he is a
stockholder, director or officer was interested in such transaction or contract.
Directors so interested may be counted when present at a meeting of the
Board of Directors or of such committee for the purpose of determining the
existence of a quorum. Each and every person who is or may become a director of
the Corporation is hereby relieved from any liability that might otherwise exist
from those contracting with the Corporation for the benefit of himself or any
firm, association or corporation in which he may be in any way interested. Any
contract, transaction or act of the Corporation or of the Board of Directors or
of any committee which shall be ratified by a majority in interest of a quorum
of the shareholders having voting power shall be as valid and binding as though
ratified by each and every stockholder of the Corporation; but this shall not be
constituted as requiring the submission of any contract to the shareholders for
approval. This section shall not be construed to abrogate duty of an officer
within the scope of his employment to present to the Corporation all such
reasonable opportunities which the Corporation would be entitled to take
advantage of within the scope of its then current business purposes or within
the scope of these Articles of Incorporation as applied to its then existing
relevant situation; and no director or officer or committee member of any
committee established pursuant to these Articles shall, while serving in such
capacity, discover an opportunity which is reasonable within the scope and
framework of the activity of the Corporation and take personal benefit or gain
from that discovery by hypothecating the opportunity to the Corporation in
exchange for stock or consideration above or beyond the normal compensation to
which he would be entitled within the scope and framework of his employment
contract. The foregoing provision shall not be construed to prevent the Board
of Directors at a duly constituted meeting from declaring a bonus to any such
officer or director which is fairly and reasonably related to the benefit
initiating a transaction whereby the Corporation shall directly take advantage
of any such corporate opportunity.
4
Section 17: Ratification of Act of Directors. The directors may submit
---------- --------------------------------
any contract or transaction for approval at any annual meeting of the
shareholders or at any special meeting of the stockholders called for that
purpose; and any contract or transaction so approved by a majority vote of a
quorum of the stockholders at such meeting shall be binding upon the Corporation
and all its stockholders, whether or not the contract or transaction would
otherwise be subject to attack because of the interest of any of the directors
of the Corporation or for any other reason.
Section 18: The Corporation may in its Bylaws make any other provisions or
----------
requirements for the management of the business of the Corporation provided the
same are not inconsistent with the provisions of these Articles of Incorporation
or contrary to the laws of the State of Utah or of the United States.
Section 19: The Corporation may issue and sell its authorized shares
----------
without par value from time to time in the absence of fraud, in the transaction
for such considerations as may from time to time be fixed by the Board of
Directors, and sell and dispose of any stocks having a par value for such
consideration permitted by law, as the Board of Directors may from time to time
determine without other authority, consent or vote of the stockholders of the
Corporation or any class or classes.
Section 20: Amendments to these Articles of Incorporation. The
---------- ---------------------------------------------
Corporation reserves the right to amend, alter or repeal or to add any
provisions to these Articles of Incorporation in any manner now or hereafter
prescribed by law, or to vote exceptions thereto at a duly constituted
shareholders meeting called for that purpose.
Section 21: Assistant Treasurer. The Assistant Treasurer of the
---------- -------------------
Corporation shall be corporate counsel, whose sole responsibility, other than
legal duties, shall be to file the annual report.
ARTICLE IX
Initial Registered Office and Initial Registered Agent
------------------------------------------------------
Section 1: The address of the initial registered office of the Corporation
---------
is 240 Continental Bank Building, Salt Lake City, Utah 84101.
Section 2: The name of the initial registered agent at that address is
---------
Lowell V. Summerhays.
ARTICLE X
Directors
---------
Section 1: Initial Board of Directors. The initial Board of Directors of
--------- --------------------------
the Corporation shall consist of three (3) members. Their respective names and
addresses are:
Name Address
---- -------
Robert J. Phillips 1427 Sherman Avenue
Salt Lake City, Utah 84105
Kari Greenfield 1248 University Village
Salt Lake City, Utah 84102
Robert Tait 534 West Applewood Drive
Centerville, Utah 84014
which directors shall hold office until the first meeting of the shareholders of
the Corporation and until their successors shall have been elected.
5
Section 2: Subsequent Board of Directors. At the first meeting of the
--------- -----------------------------
stockholders of the Corporation and at each annual meeting thereafter, the
shareholders shall elect directors to hold office until the next succeeding
annual meeting of the shareholders. Each director so elected shall hold office
for the term of which he is elected, or until his successor shall have been
elected and qualified. Directors need not be residents of the State of Utah or
shareholders of the Corporation.
ARTICLE XI
Incorporators
-------------
[Download Table]
Name Address
---- -------
Carl A. McLelland 420 Continental Bank Building
Salt Lake City, Utah 84101
Sandy Allen 420 Continental Bank Building
Salt Lake City, Utah 84101
Sharon McNeill 420 Continental Bank Building
Salt Lake City, Utah 84101
ARTICLE XII
Liability of Directors, Officers, Committeemen and
--------------------------------------------------
Incorporate, Records, Books and Accounts
----------------------------------------
It is the intention of the incorporators, present shareholders and future
shareholders and all present and future officers of the Corporation, that a full
and adequate set of records, books and accounts be kept with respect to all
phases of corporate activities, and particularly with respect to the economic
activities of the Corporation. Any directors, officers, committeemen, present
or future, and the incorporators in such capacity, become liable for a failure
to keep proper books, records, and statements of account as heretofore
specified, and it shall be presumed that if such books, records and accounts are
not kept, that any loss accruing to the Corporation shall be as a direct failure
to keep such records and books of account.
It is assumed and intended that any person acquiring stock in this
Corporation shall do so in reliance upon the representation and fact that such
books, accounts and records have been kept, are being kept, and shall in the
future be kept with respect to all phases of activity in this Corporation. All
officers, directors, committeemen and incorporators agree that they shall be
jointly and severally liable for such failure to keep books, records and
accounts as heretofore specified during the period of time which they are in
office. With respect to incorporators, their liabilities shall flow for a
period of time consisting of the first four (4) months of operation of the
Corporation. This Article is included in these Articles of Incorporation
because it is the intention of the incorporators, officers, directors and
stockholders that such books, records and accounts be kept, and it is their
opinion that the failure to keep such books will likely lead to a financial
failure of the Corporation and lead to other related liabilities and it is also
their opinion that the keeping of such records, books and accounts shall
materially enhance the possibilities that the Corporation shall function on a
profitable basis. Adequate books, records, and accounts for the purpose of this
Article shall be those books, records and accounts which a reasonably prudent
certified public accountant would recommend for a corporation of like size,
purpose and function. In the event that anyone shall claim liability in this
regard, he shall first submit his claim to the Board of Directors of the
Corporation in writing and allege such failure with specificity. The person
complaining under the terms of this Article shall submit the name of a certified
public accountant whom he has chosen as an arbitrator for the purpose of
determining whether or not adequate books and records of account have been kept
according to the foregoing definition.
6
The Board of Directors shall appoint a certified public accountant for such
purposes within ten (10) days after the submission in writing by the complaining
party, and the certified public accountant so chosen shall choose a third
certified public accountant, and these three shall expeditiously proceed to
arbitrate the questions as to whether or not adequate books and records of
accounts have been kept during the period complained of, and if not, the amount
of loss which was accrued during that period of time. If, for any reason the
foregoing procedure fails to reach a result or conclusion within a reasonable
period of time after a good faith attempt by the parties concerned, then the
aggrieved party (either the Board of Directors or the complaining party) shall
have the right to institute immediate action in a court of appropriate
jurisdiction to enforce his rights under the provisions of this Article.
ARTICLE XIII
1244 Stock
----------
The stock issued in this Corporation shall be deemed to be 1244 stock in
that:
A. The stock is being issued pursuant to a plan and shall be issued within
a period of time no later than two years after the date of the plan.
B. The Corporation is a small business corporation.
C. No portion of a prior stock offering is outstanding.
D. The stock is being offered in exchange for money or other property.
E. The Corporation is and will derive more than fifty percent (50%) of its
aggregate gross receipts from sources other than royalties, rents, dividends,
interest, annuities, and sales or exchange of stock or securities.
DATED this 25th day of March, 1993.
----
/s/ CARL A. McLELLAND
---------------------
Carl A. McLelland
/s/ SANDY ALLEN
---------------------
Sandy Allen
/s/ SHARON McNEILL
---------------------
Sharon McNeill
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
Carl A. McLelland, Sandy Allen, and Sharon McNeill, being first duly sworn,
deposed and declared to me, the undersigned notary public, that they signed the
foregoing document as Incorporators, and that the statements contained therein
are the truth to the best of their knowledge.
IN WITNESS WHEREOF, I have hereunto set my seal this 25th day of March,
----
1983.
/s/ NORA HILL
--------------
Notary Public
Residing at: SANDY HILL
----------
My Commission Expires: 1-1-87
------
7
CERTIFICATE
OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
RAILSIDE, INC.
The undersigned, being the President and Secretary of Railside, Inc., a
Utah corporation, hereby certify that by unanimous vote of the Board of
Directors and the consent of a majority of the Stockholders on July 16, 1993, it
was agreed that this Certificate of Amendment to the Articles of Incorporation
be filed.
The undersigned further certify that the original Articles of Incorporation
of Railside, Inc. were filed with the Secretary of State of the Sate of Utah on
March 31, 1983.
The undersigned further certify that Article I and Article IV of the
original Articles of Incorporation filed on March 31, 1983 are hereby amended to
read as follows:
ARTICLE I
Name
----
The name of the corporation (hereinafter called the "Corporation") is
MicroPoly, Inc.
ARTICLE IV
Authorized Shares
-----------------
This Corporation is authorized to issue one class of common stock. The
total authorized common stock of this corporation shall be 50,000,000 shares of
$0.001 par value per share. These shares shall bear voting rights and share
equally in distribution of profits of the Corporation.
This Corporation is also authorized to issue preferred stock. The total
authorized preferred stock of this corporation shall be 25,000,000 shares whose
classes, par value, designations, preferences, voting rights, dividends,
convertibility, redeemability, and the right to participate in the proceeds of
liquidation shall be determined by the Board of Directors of the Corporation
from time to time, prior to the issuance of any shares of preferred stock.
The number of common shares voted for such amendment were sufficient for
approval. The undersigned hereby certify that they have on this 5th day of
August, 1993, executed this certificate amending the original Articles of
Incorporation heretofore filed with the Secretary of State of Utah.
/s/ Jerry E. Chase
------------------
President
/s/ Sue Chase
------------------
Secretary
8
STATE OF UTAH )
)ss:
COUNTY OF SALT LAKE )
On this 5th day of August, 1993, before me the undersigned a Notary Public
in and for the County of Salt Lake, State of Utah, personally appeared Jerry E.
Chase and Sue Chase, known to me to be the persons whose names are subscribed to
the foregoing Certificate of Amendment to the Articles of Incorporation and
acknowledged to me that they executed the same.
/s/ SHAUNA CHRISTENSEN
----------------------
Notary Public
My commission expires: 6-15-96
-------
CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
MICROPOLY, INC.
---------------
The undersigned, being the President and Secretary of MicroPoly, Inc.,
a Utah corporation (the "Company"), hereby certify that, effective July 18,
1994, resolutions were duly adopted by written consent, in accordance with
Section 16-10a-704 of the Utah Business Corporation Act, by a majority of the
shareholders of the Company authorizing that this Certificate of Amendment to
the Articles of Incorporation of the Company be filed.
The undersigned further certify that the original Articles of
Incorporation of the Company were filed with the Secretary of State of Utah on
March 31, 1983, as amended August 6, 1993.
The undersigned further certify that Article IV of the Company's
Articles of Incorporation filed on March 31, 1983, and amended on August 6,
1993, are hereby further amended to read as follows:
ARTICLE IV
AUTHORIZED SHARES
-----------------
This Corporation is authorized to issue one class of common stock.
The total authorized common stock of this Corporation shall be 500,000 shares of
$.10 par value per share. These shares shall bear voting rights and share
equally in distribution of profits of the Corporation.
This Corporation is also authorized to issue preferred stock. The
total authorized preferred stock of this corporation shall be 25,000,000 shares
whose classes, par value, designations, preferences, voting rights, dividends,
convertibility, redeemability, and the right to participate in the proceeds of
liquidation shall be determined by the Board of Directors of the Corporation
from time to time, prior to the issuance of any shares of preferred stock.
On July 18, 1994 there were 14,000,001 hares of common stock
outstanding. The number of common shares voted for such amendments were
7,000,001 for, 0 against. The undersigned hereby certify that they have on this
22nd day of July, 1994, executed this certificate amending the original Articles
of Incorporation, as amended, heretofore filed with the Secretary of State of
Utah.
9
/s/ CHUCK WALKER
-----------------------
Chuck Walker, President
/s/ SAMUEL CABLE
-----------------------
Samuel Cable, Secretary
STATE OF TEXAS )
) SS:
COUNTY OF MONTGOMERY)
The foregoing instrument was acknowledged before me this 22nd day of
July, 1994, by Chuck Walker, as President of MicroPoly, Inc., a Utah
corporation, on behalf of such corporation. He is known to me personally or has
produced drivers license as identification and who did (did not) take an oath.
/s/ STARLETT CURRY
------------------
NOTARY PUBLIC
STATE OF TEXAS
Print Name:Starlett Curry
[Notarial Seal]
Notary's commission number:
My commission expires:3/31/95
STATE OF TEXAS )
) SS:
COUNTY OF MONTGOMERY)
The foregoing instrument was acknowledged before me this 22nd day of
July, 1994, by Samuel Cable, as Secretary of MicroPoly, Inc., a Utah
corporation, on behalf of such corporation. He is known to me personally or has
produced drivers license as identification and who did (did not) take an oath.
/s/ STARLETT CURRY
------------------
NOTARY PUBLIC
STATE OF TEXAS
Print Name: Starlett Curry
[Notarial Seal]
Notary's commission number:
My commission expires:3/31/95
CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
MICROPOLY, INC.
---------------
10
The undersigned, being the President and Secretary of MicroPoly, Inc.,
a Utah corporation (the "Company"), hereby certify that, effective July 18,
1994, resolutions were duly adopted by written consent, in accordance with
Section 16-10a-704 of the Utah Business Corporation Act, by a majority of the
shareholders of the Company authorizing that this Certificate of Amendment to
the Articles of Incorporation of the Company be filed.
The undersigned further certify that the original Articles of
Incorporation of the Company were filed with the Secretary of State of Utah on
March 31, 1983, as amended August 6, 1993, and as amended August 1, 1994.
The undersigned further certify that Article IV of the Company's
Articles of Incorporation filed on March 31, 1983, and amended on August 6,
1993, and amended on August 1, 1994, are hereby further amended to read as
follows:
ARTICLE I
NAME
The name of this corporation is MSH Entertainment Corporation
(hereinafter the "Corporation").
***
ARTICLE IV
AUTHORIZED SHARES
-----------------
This Corporation is authorized to issue one class of common stock.
The total authorized common stock of this Corporation shall be 50,000,000 shares
of $.001 par value per share. These shares shall bear voting rights and share
equally in distribution of profits of the Corporation.
This Corporation is also authorized to issue preferred stock. The
total authorized preferred stock of this corporation shall be 25,000,000 shares
whose classes, par value, designations, preferences, voting rights, dividends,
convertibility, redeemability, and the right to participate in the proceeds of
liquidation shall be determined by the Board of Directors of the Corporation
from time to time, prior to the issuance of any shares of preferred stock.
***
On July 18, 1994 there were 14,000,001 shares of common stock
outstanding. The number of common shares voted for such amendments were
7,000,001 for, 0 against. The undersigned hereby certify that they have, on the
date noted below, executed this certificate amending the original Articles of
Incorporation, as amended, heretofore filed with the Secretary of State of Utah.
/s/ CHUCK WALKER
-----------------------
Chuck Walker, President
/s/ SAMUEL CABLE
-----------------------
Samuel Cable, Secretary
STATE OF TEXAS )
) SS:
COUNTY OF MONTGOMERY)
11
The foregoing instrument was acknowledged before me this 22nd day of
July, 1994, by Chuck Walker, as President of MicroPoly, Inc., a Utah
corporation, on behalf of such corporation. He is known to me personally or has
produced drivers license as identification and who did (did not) take an oath.
/s/ STARLETT
-------------------------
NOTARY PUBLIC
STATE OF TEXAS
Print Name:Starlett Curry
[Notarial Seal]
Notary's commission number:
My commission expires:3/31/95
STATE OF TEXAS )
) SS:
COUNTY OF MONTGOMERY)
The foregoing instrument was acknowledged before me this 22nd day of
July, 1994, by Samuel Cable, as Secretary of MicroPoly, Inc., a Utah
corporation, on behalf of such corporation. He is known to me personally or has
produced drivers license as identification and who did (did not) take an oath.
/s/ STARLETT CURRY
-------------------------
NOTARY PUBLIC
STATE OF TEXAS
Print Name:Starlett Curry
[Notarial Seal]
Notary's commission number:
My commission expires:3/31/95
CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
MSH ENTERTAINMENT CORPORATION
-----------------------------
The undersigned, being the President and Secretary of MSH
Entertainment Corporation, a Utah corporation (the "Company"), hereby certify
that, effective October 20, 1994, resolutions were duly adopted by a majority of
the shareholders of the Company at the Annual Meeting of Shareholders of the
Company held October 20, 1994, in accordance with the Utah Business Corporation
Act, authorizing that this Certificate of Amendment to the Articles of
Incorporation of the Company be filed. There are 2,570,000 outstanding shares.
2,500,000 voted for the amendment, 0 against. (as per mr)
The undersigned further certify that the original Articles of
Incorporation of the Company were filed with the Secretary of State of Utah on
March 31, 1983, as amended August 6, 1993, as further amended August 1, 1994,
and as further amended August 18, 1994.
The undersigned further certify that the Company's Articles of
Incorporation are hereby further amended to add a new provision to the Articles
to read as follows:
ARTICLE XIV
SHAREHOLDER ACTIONS
12
Shareholders of the Company are permitted to take action by written
consent signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take the action
at a meeting at which all shares entitled to vote thereon were present and
voted.
***
The number of common shares voted for such amendment was sufficient
for approval. The undersigned hereby certify that they have, on the date
noted below, executed this Certificate amending the original Articles of
Incorporation, as amended, heretofore filed with the Secretary of State of Utah.
/s/ CHUCK WALKER
-----------------------
Chuck Walker, President
/s/ SAMUEL CABLE
-----------------------
Samuel Cable, Secretary
13
STATE OF TEXAS )
) SS:
COUNTY OF MONTGOMERY)
The foregoing instrument was acknowledged before me this 9th day of
December, 1994, by Chuck Walker, as President of MSH Entertainment Corporation,
a Utah corporation, on behalf of such corporation. He is known to me personally
or has produced ______________________ as identification and who did (did not)
take an oath.
/s/ GAIL A. BRAND
------------------------
NOTARY PUBLIC
STATE OF TEXAS
Print Name:Gail A. Brand
[Notarial Seal]
Notary's commission number:
My commission expires:1/23/95
STATE OF TEXAS )
) SS:
COUNTY OF MONTGOMERY)
The foregoing instrument was acknowledged before me this 9th day of
December, 1994, by Samuel Cable, as Secretary of MSH Entertainment Corporation,
a Utah corporation, on behalf of such corporation. He is known to me personally
or has produced ______________________ as identification and who did (did not)
take an oath.
/s/ GAIL A. BRAND
------------------------
NOTARY PUBLIC
STATE OF TEXAS
Print Name:Gail A. Brand
[Notarial Seal]
Notary's commission number:
My commission expires:1/23/95
14
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 4/4/97 | | | | | | | None on these Dates |
| | 10/20/94 | | 12 |
| | 8/18/94 | | 12 |
| | 8/1/94 | | 11 | | 12 |
| | 7/18/94 | | 9 | | 11 |
| | 8/6/93 | | 9 | | 12 |
| | 7/16/93 | | 8 |
| List all Filings |
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