Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration of Securities by a Small-Business 76 364K
Issuer
2: EX-1.1 Underwriting Agreement 48 205K
3: EX-3.1 Restated Certificate of Incorpoation 5 21K
4: EX-3.2 By-Laws of the Company 9 43K
5: EX-4.2 Warrant Agreement 21 74K
6: EX-5.1 Correspondence 1 9K
7: EX-10.1 Stock Option Plan 9 41K
15: EX-10.10 Letter of Intent 1 8K
8: EX-10.2 Employment Agreement 6 22K
9: EX-10.3 Employment Agreement 6 22K
10: EX-10.4 Employment Agreement 6 22K
11: EX-10.5 Material Contract 2 11K
12: EX-10.6 Lease Agreement 3 14K
13: EX-10.8 Exclusive Output Agreement 3 13K
14: EX-10.9 Promissory Note 2 11K
16: EX-11.1 Supplemental Net Loss Per Share Computation 1 8K
17: EX-23.1 Consent of Independent Public Accountants 1 8K
EX-3.1 — Restated Certificate of Incorpoation
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RESTATED CERTIFICATE OF INCORPORATION
OF
RONNYBROOK FARM DAIRY, INC.
UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW
--------------
FIRST: The name of the corporation is RONNYBROOK FARM DAIRY, INC.
SECOND: The certificate of incorporation of the corporation was filed by
the Department of State on October 3, 1990.
THIRD: The certificate of incorporation is hereby amended or changed to
effect one or more of the amendments or changes authorized by the Business
Corporation Law, to wit: (a) to change 100 authorized shares without par value
of the corporation, all of which are issued, into 600,000 issued shares of a par
value of $.001 each, the terms of the change being at the rate of 6,000 issued
shares of a par value of $.001 each for each issued share without par value,
and, in that connection, to reduce the stated capital of the corporation in
respect of each issued share without par value to $.001 in respect of each
resulting issued share of a par value of $.001 so that the aggregate stated
capital of the corporation is reduced from $28,000 to $600; and to change 100
authorized shares without par value of the corporation, none of which are
issued, into 600,000 unissued shares of a par value of $.001 each, the terms of
the change being at the rate of 6,000 unissued shares of a par value of $.001
each for each unissued share without par value; (b) to increase the aggregate
number of shares which the corporation shall have authority to issue by
authorizing 8,800,000 additional shares with a par value of $.001 per share of
the same class as the presently authorized shares so that the aggregate number
of shares which the corporation shall have authority to issue shall be
10,000,000 shares, $.001 par value per share; (c) to specify the duration of the
corporation; (d) to provide for action by the unanimous consent of members of
the Board of Directors or of any committee thereof; (e) to deny preemptive
rights; (f) to provide a more detailed provision addressing the personal
liability of directors which sets forth the standard of care to be observed by
directors in carrying out their duties; and (g) to provide an indemnification
provision.
FOURTH: To accomplish the foregoing amendments, Articles FOURTH and SIXTH
of the certificate of incorporation of the corporation, relating to the
corporation's capitalization and the personal liability of directors,
respectively, are
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hereby amended to read as set forth in the same numbered articles of the
certificate of incorporation as hereinafter restated and Article SEVENTH, a new
article relating to the duration of the corporation, Article EIGHTH, a new
article providing for action by the unanimous consent of members of the Board of
Directors or of any committee thereof, Article NINTH, a new article denying
preemptive rights and Article TENTH, a new article providing an indemnification
provision are added as set forth in the certificate of incorporation of the
corporation as hereinafter restated:
"FOURTH: The aggregate number of shares which the corporation shall
have authority to issue is 10,000,000, all of which are of a par value $.001
each, and all of which are of the same class.
"SIXTH: A director of the corporation shall not be personally liable
to the corporation or its shareholders for damages for any breach of duty in
such capacity, except for the liability of any director if a judgment or other
final adjudication adverse to him establishes that his acts or omissions were in
bad faith or involved intentional misconduct or a knowing violation of law or
that he personally gained in fact a financial profit or other advantage to which
he was not legally entitled or that his acts violated Section 719 of the New
York Business Corporation Law.
"SEVENTH: The duration of the corporation is to be perpetual.
"EIGHTH: Any action required or permitted to be taken by the Board
of Directors of the corporation or of any committee thereof may be taken without
a meeting if all members of the Board of Directors or of any committee thereof
consent in writing to the adoption of a resolution authorizing the action.
Any one or more members of the Board of Directors or of any
committee thereof may participate in a meeting of said Board or of any such
committee by means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at the same
time, and participation by such means shall constitute presence in person at the
meeting.
"NINTH: No holder of any of the shares of any class of the
corporation shall be entitled as of right to subscribe for, purchase, or
otherwise acquire any shares of any class of the corporation which the
corporation proposes to issue or any rights or options which the corporation
proposes to grant for the purchase of shares of any class of the corporation or
for the purchase of shares, bonds, securities, or obligations of the corporation
which are convertible into or exchangeable for, or which carry any rights to
subscribe for, purchase, or otherwise acquire shares of any class of the
corporation; and any and all of such shares, bonds, securities, or obligations
of the corporation, whether now or hereafter authorized or created, may be
issued, or may be reissued or transferred if the same have been reacquired and
have treasury status, and any and all of such rights and options may be granted
by the Board of Directors to such persons, firms, corporations, and
associations, and for such lawful consideration, and
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on such terms, as the Board of Directors in its discretion may determine,
without first offering the same, or any thereof, to any said holder. Without
limiting the generality of the foregoing stated denial of any and all preemptive
rights, no holder of shares of any class of the corporation shall have any
preemptive rights in respect of the matters, proceedings, or transactions
specified in subparagraphs (1) to (6), inclusive, of paragraph (e) of Section
622 of the Business Corporation Law.
"TENTH: The corporation shall, to the fullest extent permitted by
Article 7 of the Business Corporation Law of the State of New York, as the same
may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under said Article from and against any and all of the
expenses, liabilities, or other matters referred to in or covered by said
Article, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which any person may be entitled under any
By-Law, resolution of shareholders, resolution of directors, agreement, or
otherwise, as permitted by said Article, as to action in any capacity in which
he served at the request of corporation."
FIFTH: The restatement of the certificate of incorporation of the
corporation herein provided for was authorized by the unanimous written consent
of the holders of all of the outstanding shares of the corporation entitled to
vote on the restatement of the certificate of incorporation.
SIXTH: The text of the certificate of incorporation of the corporation is
hereby restated as further amended or changed herein to read as follows:
"FIRST: The name of the corporation is: RONNYBROOK FARM DAIRY, INC.
"SECOND: The purpose or purposes for which it is formed are:
To engage in any lawful act or activity for which a corporation may
be organized under the Business Corporation Law, provided that the
corporation is not formed to engage in any act or activity requiring
the consent or approval of any state official, department, board,
agency or other body without such approval or consent first being
obtained.
"THIRD: The office of the corporation in the State of New York shall
be located in the County of Columbia.
"FOURTH: The aggregate number of shares which the Corporation shall
have authority to issue is 10,000,000, all of which are of a par value $.001
each, and all of which are of the same class.
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"FIFTH: The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation may be served. The post
office address to which the Secretary of State shall mail a copy of any process
against the corporation served upon him or her is c/o The Corporation, Prospect
Hill Road, Ancramdale, New York 12503.
"SIXTH: A director of the Corporation shall not be personally liable
to the Corporation or its shareholders for damages for any breach of duty in
such capacity, except for the liability of any director if a judgment or other
final adjudication adverse to him establishes that his acts or omissions were in
bad faith or involved intentional misconduct or a knowing violation of law or
that he personally gained in fact a financial profit or other advantage to which
he was not legally entitled or that his acts violated Section 719 of the New
York Business Corporation Law.
"SEVENTH: The duration of the corporation is to be perpetual.
"EIGHTH: Any action required or permitted to be taken by the Board
of Directors of the corporation or of any committee thereof may be taken without
a meeting if all members of the Board of Directors or of any committee thereof
consent in writing to the adoption of a resolution authorizing the action.
Any one or more members of the Board of Directors or of any
committee thereof may participate in a meeting of said Board or of any such
committee by means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at the same
time, and participation by such means shall constitute presence in person at the
meeting.
"NINTH: No holder of any of the shares of any class of the
corporation shall be entitled as of right to subscribe for, purchase, or
otherwise acquire any shares of any class of the corporation which the
corporation proposes to issue or any rights or options which the corporation
proposes to grant for the purchase of shares of any class of the corporation or
for the purchase of shares, bonds, securities, or obligations of the corporation
which are convertible into or exchangeable for, or which carry any rights to
subscribe for, purchase, or otherwise acquire shares of any class of the
corporation; and any and all of such shares, bonds, securities, or obligations
of the corporation, whether now or hereafter authorized or created, may be
issued, or may be reissued or transferred if the same have been reacquired and
have treasury status, and any and all of such rights and options may be granted
by the Board of Directors to such persons, firms, corporations, and
associations, and for such lawful consideration, and on such terms, as the Board
of Directors in its discretion may determine, without first offering the same,
or any thereof, to any said holder. Without limiting the generality of the
foregoing stated denial of any and all preemptive rights, no holder of shares of
any class of the corporation shall have any preemptive rights in respect of the
matters, proceedings, or transactions specified in subparagraphs (1) to (6),
inclusive, of paragraph (e) of Section 622 of the Business Corporation Law.
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"TENTH: The corporation shall, to the fullest extent permitted by
Article 7 of the Business Corporation Law of the State of New York, as the same
may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under said Article from and against any and all of the
expenses, liabilities, or other matters referred to in or covered by said
Article, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which any person may be entitled under any
By-Law, resolution of shareholders, resolution of directors, agreement, or
otherwise, as permitted by said Article, as to action in any capacity in which
he served at the request of corporation."
IN WITNESS WHEREOF, we have subscribed this document on the date set forth
below and do hereby affirm, under the penalties of perjury, that the statements
contained therein have been examined by us and are true and correct.
Dated: February ___, 1998
/s/ Richard Osofsky
------------------------------
Richard Osofsky, President
/s/ Ronald Osofsky
------------------------------
Ronald Osofsky, Secretary
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