Registration of Securities (General Form) — Form 10 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-12B Registration of Securities (General Form) HTML 682K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 181K
Liquidation or Succession
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 113K
Liquidation or Succession
4: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, HTML 112K
Liquidation or Succession
5: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 32K
6: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 18K
7: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 80K
8: EX-4.1 Instrument Defining the Rights of Security Holders HTML 7K
9: EX-10.1 Material Contract HTML 27K
10: EX-10.2 Material Contract HTML 64K
11: EX-21 Subsidiaries of the Registrant HTML 7K
12: EX-99.1 Miscellaneous Exhibit HTML 99K
13: EX-99.2 Miscellaneous Exhibit HTML 230K
EX-3.2 — Articles of Incorporation/Organization or By-Laws
1. Select
Video, Inc. (the “Corporation”) is a corporation formed under the laws of the
State of Delaware, and its certificate of incorporation was originally filed
in
the office of the Secretary of State on May 25, 1994, and most recently amended
and restated on August 22, 2007.
2. The
Corporation’s amended and restated certificate of incorporation is hereby
amended by deleting the text of Article 4 “Number of Shares” in its entirety and
replacing it with the following:
4.
Number
of Shares.
A.
The
total number of shares of all classes of stock that the Corporation shall have
authority to issue is Two Hundred Fifty Million (250,000,000) shares consisting
of: One Hundred Twenty-Five Million (125,000,000) shares of common stock, $.001
par value per share; and One Hundred Twenty-Five Million (125,000,000) shares
which may be designated as common or preferred stock, $.001 par value per
share.
B.
The
preferred stock may be divided into, and may be issued from time to time in
one
or more series. The Board of Directors of the Corporation (the “Board”) is
authorized from time to time to establish and designate any such series of
preferred stock, to fix and determine the variations in the relative rights,
preferences, privileges and restrictions as between and among such series and
any other class of capital stock of the Corporation and any series thereof,
and
to fix or alter the number of shares comprising any such series and the
designation thereof. The authority of the Board from time to time with respect
to each such series shall include, but not be limited to, determination of
the
following: (i) the designation of the series; (ii) the number of shares of
the
series and (except where otherwise provided in the creation of the series)
any
subsequent increase or decrease therein; (iii) the dividends, if any, for shares
of the series and the rates, conditions, times and relative preferences thereof;
(iv) the redemption rights, if any, and price or prices for shares of the
series; (v) the terms and amounts of any sinking fund provided for the purchase
or redemption of the series; (vi) the relative rights of shares of the
series in the event of any voluntary or involuntary liquidation, dissolution
or
winding up of the affairs of the Corporation; (vii) whether the shares of the
series shall be convertible into shares of any other class or series of shares
of the Corporation, and, if so, the specification of such other class or series,
the conversion prices or rate or rates, any adjustments thereof, the date or
dates as of which such shares shall be convertible and all other terms and
conditions upon which such conversion may be made; (viii) the voting rights,
if
any, of the holders of such series; and (ix) such other designations, powers,
preference and relative, participating, optional or other special rights and
qualifications, limitations or restrictions thereof.
C.
Effective as of the filing hereof (the “Effective Time”), every
twenty (20) shares of common stock of the Corporation issued and outstanding
immediately prior to the Effective Time (“Old Common Stock”) shall automatically
be combined, without any action on the part of the holder thereof, into one
(1)
share of fully paid and non-assessable common stock of the Corporation (“New
Common Stock”), subject to the treatment of fractional share interests described
below.
D.
Following the Effective Time, each holder of Old Common Stock shall be entitled
to receive upon surrender of such holder’s certificate(s) representing Old
Common Stock (whether one or more, the “Old Certificates”) for cancellation
pursuant to procedures adopted by the Corporation, one or more certificate(s)
representing the number of whole shares of New Common Stock (whether one or
more, the “New Certificates”) into which and for which the shares of Old Common
Stock formerly represented by such Old Certificates so surrendered are
reclassified under the terms of this hereof. From and after the Effective Time,
until surrendered for exchange, each outstanding Old Certificate shall be deemed
for all purposes to represent (i) the whole number of shares of New Common
Stock
into which the Old Common Stock represented by such Old Certificate shall be
combined, and (ii) the right to receive New Certificates and, where applicable,
cash in lieu of fractional shares, as provided below.
E.
No
fractional shares of common stock of the Corporation shall be issued. No
stockholder of the Corporation shall transfer any fractional shares of common
stock of the Corporation. The Corporation shall not recognize on its stock
record books any purported transfer of any fractional share of common stock
of
the Corporation. A holder of Old Certificates at the Effective Time who would
otherwise be entitled to any fraction of a share of New Common Stock shall,
in
lieu thereof, be entitled to the next highest whole share. For example if a
holder of Old Certificates at the Effective Time would otherwise be entitled
to
One Hundred Twenty and One-Fourth (1201/4)
shares
of New Common Stock, that holder would instead be entitled to receive One
Hundred Twenty-One (121) shares of New Common Stock.
3. This
amendment to the amended and restated certificate of incorporation has been
duly
adopted in accordance with Section 242 of the General Corporation Law of the
State of Delaware.
The
undersigned is signing this certificate on August 21, 2007.
