Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Form S-1 Registration Statement 55 283K
2: EX-2.1 Agreement and Plan of Reorganization 12 47K
3: EX-3.(I) Articles of Incorporation as Amended 7 27K
4: EX-3.(II) Bylaws 8 36K
5: EX-4.1 Statement Re: Series A Preferred Stock 2± 10K
6: EX-4.2 Statement Re: Series B Preferred Stock 4 27K
7: EX-4.3 Warrant to Purchase Common Stock Issued to Anthony 5 33K
8: EX-5.1 Opinion Regarding Legality 2 13K
9: EX-10.1 Stock Option Plan 13 57K
17: EX-10.10 Consulting Agreement With Dennis E. Hecker 2 15K
18: EX-10.11 Non-Qualified Stock Option Agreement 3 16K
10: EX-10.2 Evelyn Felice Loan Documents 2 15K
11: EX-10.3 Mark Moldenhauer Loan Documents 8 33K
12: EX-10.4 Pinnacle Financial Corporation Loan Documents 3 17K
13: EX-10.5 Eastlane Trading Loan Documents 2 14K
14: EX-10.6 Norwest Loan Documents 86 308K
15: EX-10.7 Mike and Debbie Stuart Loan Documents 1 11K
16: EX-10.8 Purchase of Goodwill Agreement With Jbs, LLC 3 17K
19: EX-21 Subsidiaries of the Registrant 1 7K
20: EX-23 Consent of Price Kong & Company, P.A. 1 8K
21: EX-27 Financial Data Schedule 1 11K
EX-4.1 — Statement Re: Series A Preferred Stock
STATEMENT PURSUANT TO SECTION 10-602
OF THE ARIZONA BUSINESS CORPORATION ACT OF
AUTO NETWORK USA, INC.
We, Mike Stuart and Jeff Erskine, being the President and Secretary,
respectively, of AUTO NETWORK USA, INC., a corporation organized and existing
under the laws of Arizona (the "Corporation"), DO HEREBY CERTIFY that, pursuant
to authority conferred upon the Board of Directors by the Articles of
Incorporation and Section 10-602 of the Arizona Business Corporation Act, the
Board of Directors, by unanimous written consent dated February 2, 1998, adopted
the following resolution providing for the issuance of a series of Preferred
Stock:
RESOLVED, that upon the shareholders having adopted and
approved the amendment to the Articles of Incorporation
thereby vesting in the Board of Directors the requisite
authority, a series of Preferred Stock shall be established,
the distinctive designation of which shall be "Series A
Preferred Stock" (such series being hereinafter called
"Series A"), and the preferences and relative, participating,
optional or other special rights of Series A, and the
qualifications, limitations or restrictions thereof shall be
as follows:
(i) The number of shares which shall constitute Series A
shall be 6,750 which number of shares may be increased or
decreased (but not below the number of shares thereof then
outstanding) from time to time by resolution of the Board of
Directors.
(ii) Each share of Series A shall be convertible into
1,111 shares of Common Stock of the Corporation at any time
beginning March 1, 1998, at the option of the holder.
(iii) The amount payable on shares of Series A upon the
liquidation, dissolution or winding-up of the affairs of the
Corporation shall be $100 per share.
(iv) Each share of Series A shall be entitled to one vote
per share.
(v) The shares of Series A shall not have any relative
powers, preferences and rights, nor any qualifications,
limitations or restrictions thereof, other than as set forth
herein or in the Statement Pursuant to Section 10-602 of the
Arizona Business Corporation Act.
IN WITNESS WHEREOF, we have hereunto set our hands and seals as President and
Secretary, respectively, of the Corporation this 16th day of February, 1998, and
we hereby affirm that the foregoing Certificate is our act and deed and the act
and deed of the Corporation and that the facts stated therein are true.
/s/MIKE STUART /S/JEFF ERSKINE
Mike Stuart, President Jeff Erskine, Secretary
K:\FMM\AUTONET\SERIESA.STM
Dates Referenced Herein
This ‘S-1’ Filing | | Date | | Other Filings |
---|
| | |
Filed on: | | 5/17/99 | | None on these Dates |
| | 3/1/98 |
| | 2/2/98 |
| List all Filings |
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