Exhibit 1.1
Ameritrans Capital Corporation
(a Delaware corporation)
ARTICLE I
NAME
The name of the corporation (the "Corporation") shall be:
Ameritrans Capital Corporation
ARTICLE II
DURATION
The Corporation shall continue in existence perpetually unless sooner
dissolved according to law.
ARTICLE III
PURPOSES
The purposes for which the Corporation is organized are:
To acquire, develop, or engage in any business venture or enterprise
whatsoever; to own and operate any business venture or enterprise whatsoever; to
acquire, hold, and dispose of real or personal property and property of any kind
or nature, tangible or intangible; and generally to do any act convenient to the
foregoing;
To do all and everything necessary, suitable, convenient, or proper for the
accomplishment of any of the purposes or the attainment of any one or more of
the objects herein enumerated or incidental to the powers herein named or which
shall at any time appear conducive or expedient for the protection or benefit of
the Corporation, with all the powers hereafter conferred by the laws under which
this Corporation is organized; and
To engage in any and all other lawful purposes, activities, and pursuits,
whether similar or dissimilar to the foregoing, for which corporations may be
organized under the General Corporation Law of Delaware, and to exercise all
powers allowed or permitted thereunder.
ARTICLE IV
AUTHORIZED SHARES
The Corporation shall have authority to issue an aggregate of 6,000,000
shares, of which 5,000,000 shares shall be Common Stock par value $.0001 per
share and 1,000,000 shall be Preferred Stock par value $.01 per share.
No holder of shares of any class of the Corporation or of any security or
obligation convertible into, or of any warrant, option, or right to purchase,
subscribe for, or otherwise acquire shares of any class of the Corporation,
whether now or hereafter authorized, shall, as such holder, have any preemptive
right whatsoever to purchase, subscribe for, or otherwise acquire shares of any
class of the Corporation, whether now or hereafter authorized.
The following is a statement of the designations and the powers,
preferences, and rights, and the relative participating, optional, or other
special rights, and the qualifications, limitations, and restrictions of the
shares of each class:
i. Except as any provision of law, any provision herein or elsewhere in
the Certificate of Incorporation may otherwise provide, each share of
Common Stock of the Corporation shall have the same rights,
privileges, interests and attributes, and shall be subject to the same
limitations, as every other share of the Corporation and shall entitle
the holder of record of any such issued and outstanding share to
receive an equal proportion of any cash dividends which may be
declared, set apart or paid, an equal proportion of any distributions
of the authorized but unissued shares of the Corporation and/or its
treasury shares, if any, which may be made, an equal proportion of the
distribution of any bonds or property of the Corporation, including
the shares or bonds of other corporations, which may be made, and an
equal proportion of any distributions of the net assets of the
Corporation (whether stated capital or surplus) which may be made upon
the liquidation, dissolution, or winding up of the affairs of the
Corporation, whether voluntary or involuntary; provided, that any
distributions of the authorized but unissued shares of the Corporation
and/or its treasury shares, if any, shall be made only in respect of
shares of the same class, and, provided further, that no statement
herein contained shall be deemed to limit, curtail, or divest the
authority of the Board of Directors of the Corporation to make any
proper distributions, including distributions of authorized but
unissued shares, in relation to its treasury shares, if any. Each
issued and outstanding share of Common Stock shall entitle the holder
of record thereof to one vote per share.
ii. Preferred Stock may be issued from time to time in one or more series,
each of such series to have such designations, relative rights and
limitations as may be fixed in the resolution or resolutions providing
for the issue of such series adopted by the Board of Directors of the
Corporation as hereinafter provided. Any shares of Preferred Stock
which may be redeemed, purchased or acquired by the Corporation may be
reissued except as otherwise provided herein or by law. Different
series of Preferred Stock shall not be construed to constitute
different classes of shares for the purposes of voting by classes
unless expressly provided for in the resolutions creating such series
or required by applicable law.
Authority is hereby expressly granted to the Board of Directors from time
to time to issue the Preferred Stock in one or more series, and in connection
with the creation of any such series, by resolution or resolutions providing for
the issuance of the shares thereof, to determine and fix such voting powers,
full or limited, or no voting powers, and such designations, preferences and
relative participating, optional or other special rights, and qualifications,
limitations or restrictions thereof
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including, without limitation, dividend rights, conversion rights, redemption
privileges and liquidation preferences, as shall be stated and expressed in such
resolutions, all to the fullest extent now or hereafter permitted by the General
Corporation Law of the State of Delaware. Without limiting the generality of the
foregoing, the resolutions providing for issuance of any series of Preferred
Stock may provide that such series shall be superior or rank equally or be
junior to the Preferred Stock of any other series to the extent permitted by
law.
ARTICLE V
LIMITATION OF LIABILITY
A director of the Corporation shall have no personal liability to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except (i) for any breach of a director's duty of loyalty to
the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under section 174 of the General Corporation Law of Delaware, as it may
from time to time be amended or any successor provision thereto, or (iv) for any
transaction from which a director derived an improper personal benefit.
ARTICLE VI
REGISTERED OFFICE AND REGISTERED AGENT
The name and address of the Corporation's registered agent and office in
the state of Delaware is United Corporate Services, Inc., 15 East North Street,
Dover, County of Kent, 19903. Either the registered office or the registered
agent may be changed in the manner provided by law.
ARTICLE VII
AMENDMENT
The Corporation reserves the right to amend, alter, change, or repeal all
or any portion of the provisions contained in its Certificate of Incorporation
from time to time in accordance with the laws of the state of Delaware, and all
rights conferred on stockholders herein are granted subject to this reservation.
ARTICLE VIII
BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS
The Corporation elects not to be governed by the provisions of section 203
of the General Corporation Law regarding business combinations with interested
shareholders.
ARTICLE IX
ADOPTION AND AMENDMENT OF BYLAWS
The initial bylaws of the Corporation shall be adopted by the board of
directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws
shall be vested in the board of directors, but the
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stockholders of the Corporation may also alter, amend, or repeal the bylaws or
adopt new bylaws. The bylaws may contain any provisions for the regulation or
management of the affairs of the Corporation not inconsistent with the laws of
the state of Delaware now or hereafter existing.
ARTICLE X
DIRECTORS
The governing board of the Corporation shall be known as the board of
directors. The number of directors comprising the board of directors shall be
fixed, and may be increased or decreased from time to time, in the manner
provided in the bylaws of the Corporation.
ARTICLE XI
The name and address of the sole incorporator is as follows:
Paula S. Zimmerman c/o Stursberg & Veith
405 Lexington Avenue
Suite 4949
New York, New York 10174-4902
THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware does make this certificate, hereby declaring and certifying
that this is her act and deed and the facts herein stated are true, and
accordingly has hereunto set her hand this 12th day of February, 1998.
/S/ Paula S. Zimmerman
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Paula S. Zimmerman
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