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- 2.1 Exhibit 2.1
- 3.1 Exhibit 3.1
- 3.2 Exhibit 3.2
- 3.3 Exhibit 3.3
- 3.4 Exhibit 3.4
- 3.5 Exhibit 3.5
- 3.6 Exhibit 3.6
- 3.7 Exhibit 3.7
- 3.8 Exhibit 3.8
- 3.9 Exhibit 3.9
- 3.10 Exhibit 3.10
- 3.11 Exhibit 3.11
- 3.12 Exhibit 3.12
- 3.13 Exhibit 3.13
- 3.14 Exhibit 3.14
- 3.15 Exhibit 3.15
- 3.16 Exhibit 3.16
- 3.17 Exhibit 3.17
- 3.18 Exhibit 3.18
- 3.19 Exhibit 3.19
- 3.20 Exhibit 3.20
- 3.21 Exhibit 3.21
- 3.22 Exhibit 3.22
- 3.23 Exhibit 3.23
- 3.24 Exhibit 3.24
- 3.25 Exhibit 3.25
- 3.26 Exhibit 3.26
- 3.27 Exhibit 3.27
- 3.28 Exhibit 3.28
- 3.29 Exhibit 3.29
- 3.30 Exhibit 3.30
- 3.31 Exhibit 3.31
- 3.32 Exhibit 3.32
- 3.33 Exhibit 3.33
- 3.34 Exhibit 3.34
- 3.35 Exhibit 3.35
- 3.36 Exhibit 3.36
- 3.37 Exhibit 3.37
- 3.38 Exhibit 3.38
- 3.39 Exhibit 3.39
- 3.40 Exhibit 3.40
- 3.41 Exhibit 3.41
- 3.42 Exhibit 3.42
- 3.43 Exhibit 3.43
- 3.44 Exhibit 3.44
- 3.45 Exhibit 3.45
- 3.46 Exhibit 3.46
- 3.47 Exhibit 3.47
- 3.48 Exhibit 3.48
- 3.49 Exhibit 3.49
- 3.50 Exhibit 3.50
- 3.51 Exhibit 3.51
- 3.53 Exhibit 3.53
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- 3.55 Exhibit 3.55
- 3.56 Exhibit 3.56
- 3.57 Exhibit 3.57
- 3.58 Exhibit 3.58
- 3.59 Exhibit 3.59
- 3.60 Exhibit 3.60
- 3.61 Exhibit 3.61
- 3.62 Exhibit 3.62
- 3.63 Exhibit 3.63
- 3.64 Exhibit 3.64
- 3.65 Exhibit 3.65
- 3.66 Exhibit 3.66
- 3.67 Exhibit 3.67
- 3.68 Exhibit 3.68
- 3.69 Exhibit 3.69
- 3.70 Exhibit 3.70
- 3.71 Exhibit 3.71
- 3.72 Exhibit 3.72
- 3.73 Exhibit 3.73
- 3.74 Exhibit 3.74
- 3.75 Exhibit 3.75
- 3.76 Exhibit 3.76
- 3.77 Exhibit 3.77
- 3.78 Exhibit 3.78
- 3.79 Exhibit 3.79
- 3.81 Exhibit 3.81
- 3.82 Exhibit 3.82
- 3.83 Exhibit 3.83
- 3.84 Exhibit 3.84
- 3.85 Exhibit 3.85
- 3.86 Exhibit 3.86
- 3.87 Exhibit 3.87
- 3.88 Exhibit 3.88
- 3.89 Exhibit 3.89
- 3.90 Exhibit 3.90
- 3.91 Exhibit 3.91
- 3.92 Exhibit 3.92
- 3.93 Exhibit 3.93
- 3.94 Exhibit 3.94
- 3.95 Exhibit 3.95
- 3.96 Exhibit 3.96
- 3.97 Exhibit 3.97
- 3.98 Exhibit 3.98
- 3.99 Exhibit 3.99
- 3.100 Exhibit 3.100
- 3.101 Exhibit 3.101
- 3.102 Exhibit 3.102
- 3.103 Exhibit 3.103
- 3.104 Exhibit 3.104
- 3.105 Exhibit 3.105
- 3.106 Exhibit 3.106
- 3.107 Exhibit 3.107
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- 3.109 Exhibit 3.109
- 3.110 Exhibit 3.110
- 3.111 Exhibit 3.111
- 3.112 Exhibit 3.112
- 3.113 Exhibit 3.113
- 3.114 Exhibit 3.114
- 3.115 Exhibit 3.115
- 3.116 Exhibit 3.116
- 3.117 Exhibit 3.117
- 3.118 Exhibit 3.118
- 3.119 Exhibit 3.119
- 3.120 Exhibit 3.120
- 3.121 Exhibit 3.121
- 3.122 Exhibit 3.122
- 3.123 Exhibit 3.123
- 3.124 Exhibit 3.124
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- 3.126 Exhibit 3.126
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- 3.129 Exhibit 3.129
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- 3.131 Exhibit 3.131
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- 3.133 Exhibit 3.133
- 3.134 Exhibit 3.134
- 3.135 Exhibit 3.135
- 3.136 Exhibit 3.136
- 3.137 Exhibit 3.137
- 3.138 Exhibit 3.138
- 3.139 Exhibit 3.139
- 3.140 Exhibit 3.140
- 3.141 Exhibit 3.141
- 3.142 Exhibit 3.142
- 3.143 Exhibit 3.143
- 3.144 Exhibit 3.144
- 3.145 Exhibit 3.145
- 3.146 Exhibit 3.146
- 3.147 Exhibit 3.147
- 3.148 Exhibit 3.148
- 3.149 Exhibit 3.149
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- 3.151 Exhibit 3.151
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- 3.154 Exhibit 3.154
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- 3.156 Exhibit 3.156
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- 3.159 Exhibit 3.159
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- 3.162 Exhibit 3.162
- 3.163 Exhibit 3.163
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- 3.165 Exhibit 3.165
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- 3.167 Exhibit 3.167
- 3.168 Exhibit 3.168
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- 3.170 Exhibit 3.170
- 3.171 Exhibit 3.171
- 3.172 Exhibit 3.172
- 3.173 Exhibit 3.173
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- 3.176 Exhibit 3.176
- 3.177 Exhibit 3.177
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- 3.179 Exhibit 3.179
- 3.180 Exhibit 3.180
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- 3.190 Exhibit 3.190
- 3.191 Exhibit 3.191
- 3.192 Exhibit 3.192
- 3.193 Exhibit 3.193
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- 3.195 Exhibit 3.195
- 3.196 Exhibit 3.196
- 3.197 Exhibit 3.197
- 3.198 Exhibit 3.198
- 3.199 Exhibit 3.199
- 3.200 Exhibit 3.200
- 3.201 Exhibit 3.201
- 3.202 Exhibit 3.202
- 23.2 Exhibit 23.2
- 24.3 Exhibit 24.3
- COVER Cover
Exhibit 3.15
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “BIG TREE RECORDING CORPORATION” AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE NINETEENTH DAY OF MAY, A.D. 1977, AT 9 O’CLOCK A.M.
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “PRESTIGE ENTERTAINMENT CORP.” TO “BIG TREE RECORDING CORPORATION”, FILED THE THIRTEENTH DAY OF JULY, A.D. 1978, AT 9 O’CLOCK A.M.
CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE FOURTEENTH DAY OF MAY, A.D. 1996, AT 10 O’CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.
| [SEAL] | /s/ HARRIET SMITH WINDSOR | ||
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| Harriet Smith Windsor, Secretary of State | ||
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0838618 8100H |
| AUTHENTICATION: |
| 2877103 |
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040036192 |
| DATE: |
| 01-16-04 |
1
CERTIFICATE OF INCORPORATION
OF
PRESTIGE ENTERTAINMENT CORP.
I, THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, do hereby certify as follows:
FIRST: The name of the corporation is
PRESTIGE ENTERTAINMENT CORP.
SECOND: Its registered office is to be located at 306 South State Street, in the City of Dover, in the County of Kent, in the State of Delaware. The name of its registered agent at that address is the United States Corporation Company.
THIRD: 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 total number of shares of stock which the corporation is authorized to issue is one hundred (100) shares all of which are without par value.
FIFTH: The name and address of the single incorporator are
Leif A. Tonnessen |
| 70 Pine Street |
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| New York, New York 10005 |
SIXTH: The By-Laws of the corporation may be made, altered, amended, changed, added to or repealed by the Board of Directors without the assent or vote of the stockholders.
SEVENTH: The corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.
EIGHTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.
IN WITNESS WHEREOF, I have hereunto set my hand and seal, the 18th day of May, 1977.
In the presence of:
/s/ A. PATALANO |
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A. Patalano |
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| /s/ LEIF A. TONNESSEN | (L.S.) |
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| Leif A. Tonnessen |
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PRESTIGE ENTERTAINMENT CORP.
Adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware
We, SHELDON VOGEL, Executive Vice President, and MARK M. WEINSTEIN, Secretary of PRESTIGE ENTERTAINMENT CORP., a corporation existing under the laws of the State of Delaware, do hereby certify as follows:
FIRST: That the Certificate of Incorporation of said corporation has been amended as follows:
By striking out the whole of Article First thereof as it now exists and inserting in lieu and instead thereof a new Article First, reading as follows:
“FIRST: The name of the corporation is
BIG TREE RECORDING CORPORATION”
SECOND: That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the unanimous written consent of all of the stockholders entitled to vote in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, we have signed this certificate on this 12th day of July, 1978.
| /s/ SHELDON VOGEL |
|
| Sheldon Vogel |
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| Executive Vice President |
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Attest: | /s/ MARK M. WEINSTEIN |
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| Mark M. Weinstein |
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| Secretary |
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STATE OF DELAWARE |
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SECRETARY OF STATE |
|
DIVISION OF CORPORATIONS |
|
FILED 10:00 AM 05/14/1996 |
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960139417 - 838613 |
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CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
*****
Big Tree Recording Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
The present registered agent of the corporation is the United States Corporation Company and the present registered office of the corporation is in the county of New Castle.
The Board of Directors of “THE COMPANY”.
adopted the following resolution on the 1st day of May 1996.
Resolved, that the registered office of “THE COMPANY”.
In the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of the corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.
IN WITNESS WHEREOF, “THE COMPANY” has caused this statement to be signed by Marie N. White, Assistant Secretary this 14th day of May, 1996.
| By: | /s/ MARIE N. WHITE, ASSISTANT SECRETARY |
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| MARIE N. WHITE, ASSISTANT SECRETARY |