Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 8-K Title Starts Online, Inc. Form 8-K HTML 528K
2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 30K
3: EX-10.1 Material Contract HTML 242K
4: EX-10.2 Material Contract HTML 19K
5: EX-10.3 Material Contract HTML 26K
6: EX-10.4 Material Contract HTML 27K
7: EX-10.5 Material Contract HTML 25K
8: EX-21.1 Subsidiaries of the Registrant HTML 5K
EX-3.1 — Articles of Incorporation/Organization or By-Laws
DO NOT HIGHLIGHTABOVE SPACE IS
FOR OFFICE USE ONLY
Certificate of Designation
For
Nevada Profit
Corporations
(Pursuant
to NRS 78.1955)
1. Name of corporation:
Title
Starts Online, Inc.
2. By
resolution of the board of directors pursuant to a provision in the articles of
incorporation this certificate establishes the following regarding the voting
powers, designations, preferences, limitations, restrictions and relative rights
of the following class or series of stock.
Series A
Preferred Stock of the Corporation be adopted and issued as
follows:
1. Designation
and Authorized Shares. The Corporation shall be authorized to issue 10,000
shares of Series A Preferred Stock, par value $.001 per share (the "Series A
Preferred Stock").
2. Stated
Value. The stated value of each issued share of Series A Preferred Stock shall
be deemed to be $40.00 (the "Stated Value").
[Missing
Graphic Reference]
3.
Voting. Except as otherwise expressly required by law, each holder of Series A
Preferred Stock shall be entitled to vote on all matters submitted to
shareholders of the Corporation on an as converted basis (see ,Exhibit
A)
3. Effective
date of filing: (optional)
(must not
be later than 90 days after the certificate is filed)
4. Signature:
(required)
X
Signature
of Officer
Filing
Fee: $175.00
IMPORTANT:
Failure to include any of the above information and submit with the
proper fees may cause this filing to be rejected.
1
Exhibit
A
4. Liquidation. The
Series A Preferred Stock shall have no liquidation rights.
5. Conversion.
(a)(i) Conversions at Option of Holder.
Each share of Series A Preferred Stock shall be convertible into shares
of Common Stock (subject to the limitations set forth in Section 5(a)(ii))
determined by dividing the Stated Value of such share by the Set Price, at the
option of the Holder, at any time and from time to time from and after the
original issue date. Holders shall effect conversions by providing the
Corporation with the form of conversion notice attached hereto as Annex A (a "Notice of Conversion"),
to the attention of Chief Financial Officer. Each Notice of Conversion
shall specify the number of shares of Preferred Stock to be converted, the
number of shares of Preferred Stock owned prior to the conversion at issue, the
number of shares of Preferred Stock owned subsequent to the conversion at issue
and the date on which such conversion is to be effected, which date may not be
prior to the date the Holder delivers such Notice of Conversion to the
Corporation by facsimile (the "Conversion Date").
If no Conversion Date is specified in a Notice of Conversion, the
Conversion Date shall be the date that such Notice of Conversion to the
Corporation is deemed delivered hereunder. The calculations and entries set
forth in the Notice of Conversion shall control in the absence of manifest or
mathematical error.
(ii)
Beneficial Ownership
Limitation. (A) The Corporation shall not effect any conversion of the
Preferred Stock, and the Holder shall not have the right to convert any portion
of the Preferred Stock to the extent that after giving effect to such
conversion, the Holder (together with the Holder's affiliates), as set forth on
the applicable Notice of Conversion, would beneficially own in excess of 4.9% of
the number of shares of the Common Stock outstanding immediately after giving
effect to such conversion. Beneficial ownership shall be calculated in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended. This restriction may not be waived.
(b) (i)
The conversion price for each share of Preferred Stock shall equal $4.70588 (the
"Set Price"),
subject to adjustment below.
(ii) if
the Corporation, at any time while the Preferred Stock is outstanding: (A) shall
pay a stock dividend or otherwise make a distribution or distributions on shares
of its Common Stock or any other equity or equity equivalent securities payable
in shares of Common Stock, (B)
subdivide outstanding shares of Common Stock into a larger number of
shares, (C) combine (including by way of reverse stock split) outstanding shares
of Common Stock into a smaller number of shares, or (D)
issue by reclassification of shares of the Common Stock any shares of
capital stock of the Corporation, then the Set Price shall be multiplied by a
fraction of which the numerator shall be the number of shares of Common Stock
(excluding treasury shares, if any) outstanding before such event and of which
the denominator shall be the number of shares of Common Stock outstanding after
such event. Any adjustment made pursuant to this Section shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination or
reclassification.
2
6. Fractional Shares.
Series A Preferred Stock may only be issued in whole shares and not in
fractions of a share. If any interest in a fractional share of Series A
Preferred Stock would otherwise be deliverable to a person entitled to receive
Series A Preferred Stock, the Corporation shall make adjustment for such
fractional share interest by rounding up to the next whole share of Series A
Preferred Stock.
7. Record Holders. The
Corporation and its transfer agent, if any, for the Series A Preferred Stock may
deem and treat the record holder of any shares of Series A Preferred Stock as
reflected on the books and records of the Corporation as the sole true and
lawful owner thereof for all purposes, and neither the Corporation nor any such
transfer agent shall be affected by any notice to the contrary.
IN
WITNESS WHEREOF, the undersigned has executed this Certificate of Designation,
Powers, Preferences and Rights of Series A Preferred Stock this day of December
2009.
TITLE
STARTS ONLINE, INC.
By:
/s/
Stephen
Burns
Chief
Executive Officer
3
ANNEX A
NOTICE OF
CONVERSION
(To be
Executed by the Registered Holder in order to convert shares of the Series A
Preferred Stock)
The
undersigned hereby elects to convert the number of shares of the Series A
Preferred Stock indicated below, into shares of common stock, no par value per
share (the "Common
Stock"), of ___________, a
Nevada corporation (the "Corporation"),
according to the conditions hereof,
as of the date written below. If shares are to be issued in the name of a person
other than undersigned, the undersigned will pay all transfer taxes payable with
respect thereto and is delivering herewith such certificates and opinions as
reasonably requested by the Corporation in accordance therewith. No fee will be
charged to the Holder for any conversion, except for such transfer taxes, if
any.
Conversion
calculations:
Date to
Effect Conversion
Number of
shares of Preferred Stock owned prior to Conversion
Number of
shares of Preferred Stock to be Converted
Stated
Value of shares of Preferred Stock to be Converted
Number of
shares of Common Stock to be Issued
Applicable
Set Price
Number of
shares of Preferred Stock subsequent to Conversion
