Spectrum Group International, Inc. – ‘8-K’ for 9/27/05 – EX-3

On:  Monday, 10/3/05, at 3:32pm ET   ·   For:  9/27/05   ·   Accession #:  922423-5-1588   ·   File #:  1-11988

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8K Current Report                                 5     23K 
 2: EX-3        Exhibit 3(I) Certificate of Ownership & Merger         3     13K 
 3: EX-10       Exhibit 10.1 Employment Agreement                     22    103K 
 4: EX-10       Exhibit 10.2 Lease                                    72    230K 
 5: EX-99       Exhibit 99.1 Press Release                             3     16K 

EX-3   —   Exhibit 3(I) Certificate of Ownership & Merger
Exhibit Table of Contents

EX-3
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                                                                    Exhibit 3(i)

 CERTIFICATE OF OWNERSHIP AND MERGER

OF

ESCALA GROUP, INC.

INTO

 GREG MANNING AUCTIONS, INC.

It is hereby certified that:                                        

1.    Greg Manning Auctions, Inc. (the "Company") is a business corporation of  
the State of Delaware.                                                          

2.    The Company is the owner of all of the outstanding shares of common stock 
of Escala Group, Inc., which is also a business corporation of the State of     
Delaware.                                                                       

3.    Escala Group, Inc. is hereby merged into the Company (the "Merger"), with 
the Company being the surviving corporation, pursuant to the following          
resolutions of the Board of Directors of the Company, duly adopted on September 
27, 2005:                                                                       

        RESOLVED, that Escala Group, Inc. be merged into the
        Company with the Company continuing as the surviving
        corporation,  and that all of the estate,  property,
        rights, privileges,  powers and franchises of Escala
        Group, Inc. be vested in and held and enjoyed by the
        Company as fully and entirely and without  change or
        diminution  as the same were before held and enjoyed
        by Escala Group, Inc. in its name; and be it further

        RESOLVED,  that  upon  the  effective  time  of  the
        Merger,  each share of Escala Group,  Inc.  owned by
        the Company immediately prior to the Merger,  shall,
        upon consummation of the Merger,  be cancelled;  and
be it further                               

        RESOLVED,  that the Company  shall assume all of the
        obligations of Escala Group, Inc.; and be it further

        RESOLVED,   that  the  Company   shall   change  its
        corporate  name to  Escala  Group,  Inc.;  and be it
further                                     

        RESOLVED, that the effective time of the Certificate
        of  Ownership  and  Merger  setting  forth a copy of
these                                       

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        resolutions  and the time  when the  Merger  therein
        provided  for  shall  become   effective   shall  be
September 28, 2005; and it be further       

         RESOLVED,  that  pursuant  to and  at  the  effective
         time  of  the  Merger,  the  Amended  Certificate  of
         Incorporation  of the  Company  shall be  amended  by
         deleting  Section 1 and  inserting  in lieu thereof a
new Section 1 to read as follows:           

         "1.  Name.  The  name of the  corporation  is  Escala
Group, Inc."; and it be further             

         RESOLVED,   that  the  Company   shall  cause  to  be
         executed  and filed  and/or  recorded  the  documents
         prescribed  by the laws of the State of Delaware  and
         by the  laws of any  other  appropriate  jurisdiction
         and will cause to be  performed  all  necessary  acts
         within  the State of  Delaware  and  within any other
appropriate jurisdiction; and it be further 

         RESOLVED,  that the proper  officers  of the  Company
         are and  each  of  them  hereby  is,  authorized  and
         directed  to  take  such   further   actions  and  to
         execute and file such other  documents,  certificates
         and  instruments  and to pay all such expenses as any
         such  officer  may deem  necessary  or  desirable  to
         carry out the  intent of the  foregoing  resolutions,
         the taking of any such  actions,  the  execution  and
         filing  of  any  such  documents,   certificates  and
         instruments,  and the  payment  of any such  expenses
to be conclusive evidence of such approval. 

  4.    The proposed Merger herein certified has been adopted, approved,
certified, executed, and acknowledged by the Company in accordance with the laws
of the State of Delaware.                                                       

  5.    The resolutions adopted by the Board of Directors of the Company
provide that the Merger herein certified shall be effective as of September 28, 
2005.                                                                           

     6.    The corporate name of the Company shall be changed in the Merger to
be "Escala Group, Inc.".                                                        

7.    The certificate of incorporation of the Company as in effect  
immediately prior to the effective time of the Merger shall be amended by       
deleting Section 1 and inserting in lieu thereof a new Section 1 to read "1.    
Name. The name of the corporation is Escala Group, Inc. (the "Corporation")",   
and, as so amended, shall be the certificate of incorporation of the surviving  
corporation.                                                                    

[Signature page follows]

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Executed on September 27, 2005                                                  

                   GREG MANNING AUCTIONS, INC.

              By: /S/ Larry Crawford
                                ----------------------------------
                  Name: Larry Crawford
                             Title:  Chief Financial Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		10/3/05
		9/28/05		2					3
For Period End:		9/27/05		1		3
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