Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12B Registration of Securities of a Small-Business 64 240K
Issuer
2: EX-2 Plan of Acquisition, Reorganization, Arrangement, 20 73K
Liquidation or Succession
3: EX-3.(I) Articles of Incorporation/Organization or By-Laws 7 20K
4: EX-3.(II) Articles of Incorporation/Organization or By-Laws 8 20K
5: EX-4 Instrument Defining the Rights of Security Holders 8 24K
6: EX-10 Material Contract 59 187K
7: EX-21 Subsidiaries of the Registrant 1 5K
8: EX-27 Art.5 FDS for 3rd Quarter and Year End-Form 10-Sb 1 7K
EX-4 — Instrument Defining the Rights of Security Holders
| EX-4 | 1st Page of 8 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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ARTICLES OF AMENDMENT
THE ARTICLES OF INCORPORATION OF
THE HARTCOURT COMPANIES, INC.
Pursuant to the provisions of section 16-10-57 of the Utah Business
Corporation act, the undersigned corporation hereby adopts the following
Articles of Amendment to its Articles of Incorporation.
FIRST: The name of the corporation is The Hartcourt Companies, Inc.
SECOND: The following amendment to the Articles of Incorporation of The
Hartcourt Companies, Inc., was duly adopted by more than 84% of the shareholders
of the corporation on March 24, 1995, in the manner prescribed by the Utah
Business Corporation Act, to wit:
ARTICLE IV
That the Articles of Incorporation of this Corporation, as heretofore
amended, be further amended by striking out Article IV thereof and by
substituting in lieu of said Article IV the following new Article IV:
ARTICLE IV
The total number of shares of stock which the corporation shall have
the authority to issue is 110,001,000, consisting of 100,000,000 shares of
Common Stock, par value $0.001 per share ("Common Stock"), l,000 shares of
Preferred Stock, have a par value of $.01 per share (the "Original Preferred
Stock"), and 10,000,000 shares of Preferred Stock, having a par value of $.01
per share (the "Class A Preferred Stock").
Exhibit 4.01
Page 1
100
The relative rights, preferences, privileges, limitations and
restrictions relating to the Common Stock, the Original Preferred Stock and the
Class A Preferred Stock are as set forth in the STATEMENT OF THE RIGHTS AND
PREFERENCES OF COMMON STOCK, ORIGINAL PREFERRED STOCK AND CLASS A PREFERRED
STOCK OF THE HARTCOURT COMPANIES, INC., attached thereto as Exhibit A and by
this reference incorporated herein.
Dividends may be paid upon the common shares as and when declared by
the Board of Directors out of any funds legally available therefore.
THIRD: The Amendment to these Articles of Incorporation was
adopted on March 24, 1995.
FOURTH: The number of shares of the corporation outstanding at the time
of the adoption of such amendment was 16,127,500 common shares and the number
entitled to vote thereon was 16,127,500 common shares. The designation of the
number of outstanding shares of each class entitled to vote thereon as a class
was as follows, to wit:
CLASS NUMBER OF SHARES
Common Stock 16,127,500
FIFTH: The number of shares voted for such amendment was 13,627,500
representing in excess of 84% of the outstanding shares.
Exhibit 4.01
Page 2
101
IN WITNESS WHEREOF, the undersigned President and Secretary having been thereto
duly authorized, have executed the foregoing Articles of Amendment for the
corporation under the penalties of perjury this 23rd day of March, 1995. THE
HARTCOURT COMPANIES, INC.
By: /s/ Alan V. Phan
-------------------------------------------
Alan V. Phan, President
By: /s/ Frederic Cohen
-------------------------------------------
Frederic Cohen, Secretary
Exhibit 4.01
Page 3
102
STATEMENT OF THE RIGHTS AND PREFERENCES
OF
COMMON STOCK, ORIGINAL PREFERRED STOCK
AND CLASS A PREFERRED STOCK
OF
THE HARTCOURT COMPANIES, INC.
A. COMMON STOCK
(l) Voting Rights
(i) Except as provided in (ii) below, each holder of Common Stock shall
have one (l) vote for each share of Common Stock held by him or record
on the books of the Corporation for the election of directors and on
all matters submitted to vote of the stockholders of the Corporation.
(ii) Until December 31, 2010, with respect to the election of directors,
holders of Common Stock shall be entitled to elect that number of
directors which constitutes two-fifths (2/5ths) of the authorized
number of members of the Board of Directors and, if such two-fifths
(2/5ths) is not a whole number, then the holders of Common Stock shall
be entitled to elect the nearest whole number of directors that is
closest to, but not in excess of, two fifths (2/5ths) of such
membership. Directors elected by the holders of Common Stock, voting as
a separate class, and directors elected by one or more other directors
to fill vacancies created by the death, resignation or removal of
directors elected by such holders of Common Stock, shall be designated
as "Common Stock Directors".
Holders of Common Stock shall be entitled to vote as a separate class
on the removal, with or without cause, of any Common Stock Director.
Any vacancy in the office of a Common Stock Director may be filled by
the vote of the majority of the Common Stock Directors, by the sole
remaining Common Stock Director or, in the event that there are not
remaining Common Stock Directors, by the vote of the majority of any
other directors or by the sole remaining director, regardless, in each
instance, of any quorum requirements set out in the By-Laws. Any Common
Stock Director elected by some or all of the directors to fill a
vacancy shall serve until the next Annual Meeting of Stockholders and
until his successor has been elected and has qualified.
If permitted by the By-Laws, the Board of Directors may increase the
number of directors and any vacancy so created may be filled by the
Board of Directors,
Exhibit 4.01
Page 4
103
provided, that, so long as the holders of Common Stock have the right
to elect only two-fifths (2/5ths) of the directors, the Board of
Directors may be so enlarged by the Board of Directors only to the
extent that two-fifths (2/5ths) of the enlarged Board consists of
Common Stock Directors.
Notwithstanding anything in this Section A(l)(ii) to the contrary, the
holder of Common Stock shall have exclusive voting power on all matters
at any time no Preferred Stock is issued and outstanding.
(2) DIVIDENDS. Dividends may be declared by the Board of Directors and paid from
time to time to the holders of Common Stock in cash, stock, or otherwise, as may
be determined by the Board of Directors, out of the net profits or surplus of
the Corporation.
(3) PREFERENCES. In the event of any liquidation, dissolution, or winding up of
the affairs of the Corporation, whether voluntary or involuntary, and after the
payment to holders of Preferred Stock of the amount payable to them as provided
below, the remaining assets and funds of the Corporation shall be divided and
distributed among the holders of record of the Common Stock pro rata according
to their respective shares.
B. ORIGINAL PREFERRED STOCK
(l) Voting Rights
(i) Except as provided in (ii) below, the holders of Original Preferred
stock shall not be entitled to vote except as to matters in respect of
which they shall at the time be indefeasibly vested by statute with
such right. A holder of Original Preferred Stock shall have one (1)
vote for each share of Original Preferred Stock held by him or record
on the books of the Corporation on all matters as to which he shall
have the right to vote.
(ii) Until December 31, 2010, with respect to the election of directors,
holders of Original Preferred Stock shall be entitled to elect that
number of directors which constitutes three-fifths (3/5ths) of the
authorized number of members of the Board of Directors and, if such
three-fifths (3/5ths) is not a whole number, then the holders of
Original Preferred stock shall be entitled to elect the nearest higher
whole number of directors that is at least three-fifths (3/5ths) of
such membership. Director elected by the holders of Original Preferred
Stock voting as a separate class, and directors elected by one or more
other directors to fill vacancies created by the death, resignation or
removal of directors elected by holders of original Preferred Stock,
shall be designated as "Original Preferred Stock Directors".
Holders of Original Preferred stock shall be entitled to vote as a
separate class on the removal, with or without cause, of any Original
Preferred Stock Director.
Exhibit 4.01
Page 5
104
Any vacancy in the office of an Original Preferred Stock Director may
be filled by the vote of the majority of the Original Preferred Stock
Directors, by the sole remaining Original Preferred stock Director, or
in the event that there are no remaining Original Preferred stock
Directors, by the vote of the majority of any other directors or by the
sole remaining directors, regardless, in each instance, of any quorum
requirement set out in the By-Laws. Any Original Preferred Stock
Director elected by some or all of the directors to fill a vacancy
shall serve until the next Annual Meeting of Stockholders and until his
successor has been elected and has qualified.
If permitted by the By-Laws, the Board of Directors may increase the
number of directors and any vacancy so created may be filled by the
Board of Directors provided, that, so long as the holders of Original
Preferred Stock have the right to elect three-fifths (3/5ths) of the
directors, the Board of Directors may be so enlarged by the Board of
Directors only to the extent that three-fifths (3/5ths) of the enlarged
Board consists of Original Preferred Stock Directors. This right to
elect three-fifths (3/5ths) of the Board of Directors shall expire on
December 31, 2010.
(2) DIVIDENDS. The holders of shares of Original Preferred Stock shall not be
entitled to receive any dividends.
(3) CONVERSION. The holder of record of shares of Original Preferred Stock
shall, at their option, be entitled to convert each shares or Original Preferred
Stock into 10,000,000 shares of fully paid and non-assessable Common Stock.
Any such conversion may be effected by any holder of Original Preferred Stock
surrendering said holder's certificate or certificates for Original Preferred
stock to be converted, duly endorsed, at the office of the Corporation, or any
transfer agent for the Original Preferred Stock, together with a written notice
to the Corporation at such office, at which time said holder shall receive in
exchange therefore the appropriate number of Common Stock shares represented by
duly executed Common Stock certificates.
Notwithstanding anything to the contrary contained herein, no fractional shares
shall be issued pursuant to the conversion of any Original Preferred stock and,
accordingly, in any case in which such conversion would result in the issuance
of a number of shares which includes a fraction of a share, such fraction shall
be disregarded and the number of shares to be issued shall be rounded down to
the next largest whole number of shares.
(4) Preference In the event of any liquidation, dissolution, or winding up of
the affairs of the Corporation whether voluntary or involuntary, the holders of
record of the Original Preferred Stock shall be entitled to be paid the full par
value of the Original Preferred Stock, and no more.
Exhibit 4.01
Page 6
105
C. CLASS A PREFERRED STOCK
The Board of Directors shall have authority, by resolution to divide any or all
of the shares of the Class A Preferred Stock into, and to authorize the issuance
of, one or more series, and with respect to each such series to establish and,
prior to issuance to determine and fix:
(l) A distinguishing designation for such series and the number of shares
comprising such series, which number may be increased or decreased from time to
time (but not below the number of shares then outstanding) by action of the
Board of Directors;
(2) The rate and times at which and the other conditions upon which dividends on
the shares may be declared and paid or set aside for payment, whether dividends
shall be cumulative, and the date from which any dividends shall accrue;
(3) Whether or not the shares shall be redeemable and, if so, the price and the
terms and conditions of such redemption;
(4) The amounts payable by preference or otherwise upon shares in the event of
voluntary or involuntary liquidation, dissolution, winding up or distribution of
the assets of the Corporation;
(5) Whether the shares shall be convertible or exchangeable for shares of any
other class or series of securities of the Corporation, and if so, the terms and
conditions of such conversion or exchange; and
(6) Whether or not the shares shall have voting rights, including the right to
vote as a class on designated matters such as, but not by way of limitation, the
merger, consolidation or sale of substantially all of the Corporation's assets,
or the approval of designated action by a greater than two-thirds (2/3rds)
affirmative vote, and if so, the terms and conditions thereof and any
limitations thereon.
In the resolution establishing a new series of the Class A Preferred Stock, the
Board of Directors may provide for any other relative powers, preferences,
rights, qualifications, limitations and restrictions of such series as are
consistent with other terms of the Corporation's Articles of Incorporation.
All shares of all series, if any, of the Class A Preferred Stocks shall be
identical except as to the above-mentioned rights and preferences which the
Board of Directors establishing a particular series shall otherwise provide, in
the event amounts payable upon liquidation preference shall participate ratably
in any distribution in accordance with the sums which would be payable on such
distribution if all sums payable thereon to holders of all shares of Class A
Preferred Stock were discharged in full.
Exhibit 4.01
Page 7
106
Shares of the Class A Preferred stock of any series redeemed, purchased or
otherwise acquired may be canceled by the Board of Directors and thereupon
restored to the status of authorized but unissued shares of Class A Preferred
Stock undesignated as to series.
Exhibit 4.01
Page 8
107
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘10SB12B’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 12/31/10 | | 4 | | 6 | | | None on these Dates |
| Filed on: | | 1/21/97 |
| | 3/24/95 | | 1 | | 2 |
| List all Filings |
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