Bancorp, Inc. – ‘S-4’ on 7/15/04 – EX-3

On:  Thursday, 7/15/04, at 4:07pm ET   ·   Accession #:  950116-4-2142   ·   File #:  333-117385

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML   2.50M 
                          Business-Combination Transaction                       
 2: EX-3        Exhibit 3.1                                            5     22K 
 3: EX-3        Exhibit 3.2                                            8     29K 
 4: EX-4        Exhibit 4.2                                           16     71K 
 5: EX-4        Exhibit 4.3                                           16     66K 
 8: EX-10       Exhibit 10.3                                           3     15K 
 9: EX-10       Exhibit 10.4                                           3     15K 
10: EX-10       Exhibit 10.5                                          12     58K 
 6: EX-10       Material Contract -- ex10-1                            8     34K 
 7: EX-10       Material Contract -- ex10-2                           10     42K 
11: EX-21       Subsidiaries of the Registrant -- ex21-1               1      6K 
12: EX-23       Exhibit 23.1                                           1      7K 
13: EX-23       Exhibit 23.2                                           1      7K 
14: EX-23       Exhibit 23.3                                           1      8K 

EX-3   —   Exhibit 3.1

EX-3
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                                                                     Exhibit 3.1

CERTIFICATE OF INCORPORATION

OF

 TBC FINANCIAL, INC.

FIRST. The name of this corporation is TBC FINANCIAL, INC.    

     SECOND. Its registered office and place of business in the State of
Delaware is to be located at 49 Bancroft Mills, Unit P15, New Castle County,    
Wilmington, Delaware 19806. The Registered Agent in charge thereof is Andrew M. 
Lubin.                                                                          

    THIRD.    The nature of the business and, the objects and purposes
proposed to be transacted, promoted and carried on, are to do any or all the    
things herein mentioned, as fully and to the same extent as natural persons     
might or could do, and in any part of the world, viz:                           

  The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation  
Law of Delaware.                                                                

       FOURTH.    The corporation shall be  authorized to issue One Thousand
Shares (1,000) Shares at $0.01 Par Value.                                       

    FIFTH.     The name and address of the incorporator is as follows:
Lisa D. Schumm, 1521 Locust Street, 8th Floor, Philadelphia, PA 19102.          

   SIXTH.     The Directors shall have power to make and to alter or
amend the By-laws; to fix the amount to be reserved as working capital, and     
to authorize and cause to be executed, mortgages and liens without limit        
as to the amount, upon the property and franchise of this Corporation.          

         With the consent in writing, and pursuant to a vote of the holders of a
majority of the capital stock issued and outstanding, the directors shall have  
authority to dispose, in any manner, of the whole property of this corporation. 

         The By-laws shall determine whether and to what extent the accounts and
books of this corporation, or any of them, shall be open to the inspection of   
the stockholders; and no stockholders shall have any right of inspecting any    
account, or book, or document of this Corporation, except as conferred by the   
law or the By-laws, or by resolution of the stockholders.                       

        The stockholders and directors shall have power to hold their meetings
and keep the books, documents and papers of the corporation outside of the State
of Delaware, at such places as may be from time to time designated by the       
By-laws or by resolution of the stockholders or directors, except as otherwise  
required by the laws of Delaware.                                               

        It is the intention that the objects, purposes and powers specified in
the third paragraph hereof shall, except where otherwise specified in said      
paragraph, be nowise limited or restricted by reference to or inference from the
terms of any other clause or paragraph in this Certificate of Incorporation, but
that the objects, purposes and powers specified in the third paragraph and in   
each of the clauses or paragraphs of this charter shall be regarded as          
independent objects, purposes and powers.                                       

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   SEVENTH.    No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary    
duty as a director, except for liability (i) for any breach of the director's   
duty of loyalty to the Corporation or its stockholders, (ii) for acts or        
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law, or    
(iv) for any transaction from which the director derived an improper personal   
benefit.                                                                        

        IN WITNESS WHEREOF, I have hereunto set my hand and seal this July 20,
1999.                                                                           

                            /s/ Lisa D. Schumm
                                           -------------------------------------
                                       LISA D. SCHUMM             (Seal)
                  INCORPORATOR

EX-3
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
 TBC FINANCIAL, INC.

        TBC FINANCIAL, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the "Company"), 
DOES HEREBY CERTIFY:                                                            

         FIRST:    That by written consent of the incorporator, a resolution was
            duly adopted setting forth a proposed amendment to the
                 Certificate of Incorporation of the Company. The resolution
setting forth the amendment is as follows:

  RESOLVED, that Article FIRST of the Certificate of
           Incorporation of the Company be amended so that the same as
amended would read as follows:                  

                 FIRST. The name of the corporation is The Bancorp.com, Inc.

   RESOLVED, that Article FOURTH of the Certificate of
           Incorporation of the Company be amended so that the same as
amended would read as follows:                  

          FOURTH. The corporation shall be authorized to issue
                           Twenty Million (20,000,000) Shares of common stock at
$0.01 Par Value.          

       SECOND:  That the Company has not received any payment for any of its
stock.                                      

      THIRD:   That said amendment was duly adopted in accordance with the
               provisions of Section 241 of the General Corporation Law of
the State of Delaware.                      

   IN WITNESS WHEREOF, the Company has caused this Certificate to be
executed by Lisa D. Schumm, its incorporator, this 27th day of July, 1999.      

                         TBC FINANCIAL, INC.

                               By:  /s/ Lisa D. Schumm
                                               ---------------------------------
                                              Lisa D. Schumm, Incorporator

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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
 THE BANCORP.COM, INC.
 -------------------------------------

       THE BANCORP.COM, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware               
(the "Company"), does hereby certify:                                           

        FIRST: That by written consent of the board of directors dated May 10,
        2001, a resolution was duly adopted setting forth a proposed amendment
    to the Certificate of Incorporation of the Company, declaring said
 amendment to be advisable and calling for consideration of said
       proposed amendment by the stockholders of the Company. The resolution
setting forth the amendment is as follows:                    

       RESOLVED, that Article FOURTH of the Certificate of
                Incorporation of the Company be amended so that the same, as
amended, reads as follows:                  

                          FOURTH: The Corporation shall be authorized to issue
                           Twenty Million (20,000,000) shares of Common Stock at
                         $.01 par value, and Five Million (5,000,000) shares
                        of Preferred Stock at $.01 par value. The board of
                      Directors of the Corporation is hereby expressly
                         vested with the authority, by resolution, from time
                  to time to divide the Preferred Stock of the
                      Corporation into one or more classes, series, or
                     series within a class, to fix and determine the
                           variable rights or preferences of any class or series
                         so established and to change redeemed or reacquired
                          shares of any one series within a class thereof into
shares of another series. 

     SECOND: That thereafter, pursuant to the resolution of the board of
        directors, the proposed amendment was submitted to and approved by the
       stockholders of the Company at a meeting of the stockholders held May
23, 2001.                                                     

    THIRD: That said amendment was duly adopted in accordance with the
         provisions of Section 242 and 228 of the General Corporation Law of the
State of Delaware.                                            

   IN WITNESS WHEREOF, the Company has caused this Certificate to be
executed by Betsy Z. Cohen, its Chief Executive Officer, this 7th day of June,  
2001.                                                                           

                           THE BANCORP.COM, INC.

                             By:  /s/ Betsy Z. Cohen
                                             -----------------------------------
                              Betsy Z. Cohen

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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
 THE BANCORP.COM, INC.
 -------------------------------------

       THE BANCORP.COM, INC. corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the "Company"), 
does hereby certify:                                                            

FIRST: That by written consent of the board of directors dated
     September 25th, 2002, a resolution was duly adopted setting forth a
        proposed amendment to the Certificate of Incorporation of the Company,
        declaring said amendment to be advisable and calling for consideration
    of said proposed amendment by the stockholders of the Company. The
resolution setting forth the amendment is as follows:         

      RESOLVED, that Article FIRST of the Certificate of
                Incorporation of the Company be amended so that the same, as
amended, reads as follows:                  

                        FIRST. The name of this corporation is THE BANCORP, INC.

      SECOND:  That thereafter, pursuant to the resolution of the board of
       directors, the proposed amendment was approved by the stockholders of
the Company on September 25, 2002.                            

     THIRD:  That said amendment was duly adopted in accordance with the
     provisions of Section 242 and 228 of the General Corporation Law of
the State of Delaware.                                        

   IN WITNESS WHEREOF, the Company has caused this Certificate to be
executed by Frank Mastrangelo, its President, this 7th day of October, 2002.    

                             THE BANCORP.COM, INC.

                                  By:  /s/ Frank Mastrangelo
                                               ---------------------------------
                                   Frank Mastrangelo
                           President

Dates Referenced Herein

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
Filed on:		7/15/04							None on these Dates
		9/25/02		5
		5/23/01		4
		5/10/01		4
		7/20/99		2
									List all Filings

13 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/29/24  Bancorp, Inc.                     10-K       12/31/23  131:71M                                    Certent, Inc./FA
11/09/23  Bancorp, Inc.                     10-Q        9/30/23   90:59M                                    Certent, Inc./FA
 8/09/23  Bancorp, Inc.                     10-Q        6/30/23   92:58M                                    Certent, Inc./FA
 5/10/23  Bancorp, Inc.                     10-Q        3/31/23   90:54M                                    Certent, Inc./FA
 3/01/23  Bancorp, Inc.                     10-K       12/31/22  128:68M                                    Certent, Inc./FA
11/09/22  Bancorp, Inc.                     10-Q        9/30/22   96:58M                                    Certent, Inc./FA
 8/29/22  Bancorp, Inc.                     S-8         8/29/22    3:56K                                    Scullin Group, Inc./FA
 8/09/22  Bancorp, Inc.                     10-Q        6/30/22   97:57M                                    Certent, Inc./FA
 5/10/22  Bancorp, Inc.                     10-Q        3/31/22   96:48M                                    Certent, Inc./FA
 3/01/22  Bancorp, Inc.                     10-K       12/31/21  126:29M                                    Certent, Inc./FA
11/05/21  Bancorp, Inc.                     10-Q        9/30/21   93:54M                                    Certent, Inc./FA
 8/09/21  Bancorp, Inc.                     10-Q        6/30/21   91:56M                                    Certent, Inc./FA
 3/15/21  Bancorp, Inc.                     10-K       12/31/20  128:66M                                    Certent, Inc./FA