SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Filed by the Registrant [X] Filed by a party other than the Registrant [ ] Check
the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6
(e)(2))
[X] Definitive Information Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
DOMINIX, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Information Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
DOMINIX, INC.
INFORMATION STATEMENT
THIS IS AN INFORMATION STATEMENT, AND NOT A PROXY STATEMENT. WE ARE NOT ASKING
YOU FOR A PROXY, AND YOU ARE NOT REQUESTED TO SEND IN A PROXY
To All Stockholders in
DOMINIX, INC.
At a Special Meeting of Stockholders (the "Special Meeting") of
Dominix, Inc., a Delaware corporation (the "Company"), that was held on March
21, 2001, at the offices of the Company, wherein the Board of Directors, and the
majority of shares entitled to vote, voted to approve an amendment to Article
Fourth of the Company's Certificate of Incorporation to increase the number of
shares of common stock authorized for issuance from 25,000,000 shares,
comprising 20,000,000 shares of Common Stock, par value $0.001 and 5,000,000
shares of Preferred Stock, par value $0.001 to 205,000,000 million shares,
comprising 200,000,000 shares of Common Stock, par value $0.001 and 5,000,000
shares of Preferred Stock, par value $0.001, respectively.
The Board of Directors feels that it is in the best interests of the
Company to declare a forward 10 for 1 stock split at this time and the current
authorization of 20,000,000 shares of Common Stock will not permit the split.
The Board of Directors has declared April 20, 2001 as the record date and April
30, 2001 as the effective date of the forward split. This means that
shareholders of record on April 20, 2001 will receive on April 30, 2001, ten
(10) shares for each one (1) share then owned by the shareholder. The Board of
Directors is taking this action in order to make the stock of the Company more
attractive to investors.
The Company has plans to possibly make more acquisitions in the near
future that will expand the Company's business in to new areas. There are
currently no acquisitions under discussion. However, the Company is actively
seeking out possible targets to consider.
Sincerely,
Enrique Abreu,
Chief Executive Officer, President
New York, New York
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DOMINIX, INC.
142 West 36th Street
New York, New York
(212) 268-5600
INFORMATION STATEMENT
GENERAL
This Information Statement is furnished in connection by the Board of
Directors of Dominix Inc. (the "Company"), in connection with the stockholder
approval an amendments to the Certificate of Incorporation and the forward split
shares of the Company 10 shares for each 1 share owned.
The Company's Board of Directors approved the resolutions on March 21,
2001. A Written Consent of Shareholders was executed on March 21, 2001.
As a result of these actions, the Company will, effective upon the
filing of a Certificate of Amendment with the Secretary of State of Delaware,
increase the number of shares authorized to be issued from 25,000,000, comprised
of 20,000,000 shares of Common Stock, par value $0.001, and 5,000,000 shares of
Preferred Stock, par value $0.001, to 200,000,000 shares of Common Stock and
5,000,000 shares of Preferred Stock. The preferred stock was previously
authorized by the Certificate of Incorporation, and no changes or modifications
have been made to the issued amount of the preferred stock, or the rights
granted thereunder at this time.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of the Record
Date concerning the beneficial ownership of the Common Stock, (i) by each
stockholder who is known by the Company to own beneficially in excess of 5% of
the outstanding Common Stock; (ii) by each director; (iii) by each executive
officer; and (iv) by all executive officers and directors as a group. Except as
otherwise indicated, all persons listed below have (i) sole voting power and
investment power with respect to their shares of Common Stock, except to the
extent that authority is shared by spouses under applicable law, and (ii) record
and beneficial ownership with respect to their shares of Common Stock.
Name of Beneficial Amount and Nature Percent of Class
Owner(3) of Beneficial Ownership Common(1) Common (5)
- -------------------------- ---------------------------------- ---------------
Enrique J. Abreu 1,464,000 22.39%
Ray Vahab 2,083,316 31.86%
Zahra S. Yamini 1,442,704 22.06%
321 Floor St. West
Toronto, Ontario
M55155, Canada
Homework 911.com, Inc. 965,123 14.76%
1675 Broadway
New York, New York 10019
All officers and directors
as a group (4 persons) 5,955,143 91.09%
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(1) Beneficial ownership of the Common Stock has been determined for this
purpose in accordance with Rule 13d-3 under the Securities Exchange Act
of 1934, as amended ("Exchange Act"), under which a person is deemed to
be the beneficial owner of securities if he or she has or shares voting
power or investment power with respect to such securities or has the
right to acquire beneficial ownership within 60 days.
(2) These shares are owned by the Ray Vahab Trust. Includes 1,922,660
shares subject to a currently exercisable option with an exercise price
of $.0001 per share.
(3) Zahra S. Yamani, is the sole officer and director of Knightsbridge
Capital, Inc., as well as its controlling shareholder. 1,262,754 of Ms.
Yamani's shares are held by Knightsbridge.
APPROVAL OF THE AMENDMENT TO THE
CERTIFICATE OF INCORPORATION TO
INCREASE AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors unanimously approved, and the majority of shares
entitled to vote approved, the amendment to Article FOURTH of the Company's
Restated Certificate of Incorporation so that additional authorized shares of
common stock will be available for issuance in order to meet possible future
developments for which the issuance of common stock may be in the interest of
the Company. The complete text of the Amended and Restated Certificate of
Incorporation is annexed hereto as Exhibit A. In part, Article FOURTH, as it is
to be amended, is as follows:
"ARTICLE IV
The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Two Hundred Five Million
(205,000,000) shares of which Five Million (5,000,000) shares shall be
Preferred Stock, par value $.001 per share, and Two Hundred Million
(200,000,000) shall be Common Stock, par value $.001 per share. The
voting power, designations, preferences and relative participating
option or other special qualifications, limitations or restrictions are
set forth hereinafter:..."
Presently, the Company's Restated Certificate of Incorporation provides
that the total number of shares of stock authorized is 25,000,000, of which
20,000,000 is common stock, $0.001 par value per share and 5,000,000 is
preferred stock par value of $0.001.
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The Board of Directors has determined that the Amended and Restated
Certificate of Incorporation should be amended to increase the authorized number
of shares of capital stock from 25,000,00 to 205,000,000. Of the 20,000,000
shares of Common Stock presently authorized, as of March 4, 2001, there were
approximately 7,125,685 shares of Common Stock outstanding, no shares were held
in the Company's treasury, and no additional shares have been reserved for
issuance under various compensation plans or for exercise of warrants. As of
March 4, 2001, no shares of preferred stock presently authorized were issued or
outstanding.
APPROVAL OF FORWARD SPLIT OF
10 SHARES FOR EACH 1 SHARE
OF COMMON STOCK OWNED
The Board of Directors unanimously approved, and the majority of shares
entitled to vote approved, on March 21, 2001, that the Company shall forward
split its shares of Common Stock Ten (10) shares for each one (1) share owned by
the shareholder. The Board of Directors has declared that April 20, 2001 shall
be the record date and the split shall be effective as of April 30, 2001.
After the filing of the Amended and Restated Certificate of
Incorporation with the State of Delaware and after the effectiveness of the
forward split of 10 for 1, there will be 128,743,315 shares of Common Stock
unreserved and available for future issuance.
The purpose of the increase in authorized shares is to provide
additional shares of Common Stock to allow the forward split and to allow
sufficient shares being available for corporate purposes without further
stockholder approval unless required by applicable law or regulation or the
applicable rules of any national securities exchange. Future purposes for
additional shares could include paying stock dividends, subdividing outstanding
shares through stock splits, effecting acquisitions of other businesses or
properties, securing additional financing for the operation of the Company
through the issuance of additional shares or for general corporate purposes. The
Company has no definite plan, commitment. agreement or understanding at this
time to issue any shares of the proposed additional Common Stock, other than
those shares of Common Stock associated with a forward split as described
herein.
The Company has not determined that it will, or will not, make any
offering during 2001 of shares of Common Stock (or other securities, including
securities convertible into Common Stock) in any aggregate principal amount.
There are currently open issues regarding the recent acquisitions of the Company
that would prevent any offering until the resolution of the open accounting
issues by the Company. The proceeds of any possible offering, if the Company so
decides, may be used for debt repayment, capital expenditures, effecting
acquisitions of other businesses or properties, stock splits, and other general
corporate purposes. There can be no assurance that any such offering will be
consummated and there is currently none planned by the Company. Any offering of
Common Stock will be made only by means of a prospectus complying with the
requirements of the Securities Act of 1933. This Information Statement does not
constitute an offer to sell or a solicitation of an offer to buy, any Common
Stock.
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If the Company's Board of Directors determines to make further
acquisitions, using the shares of the Company, it is believed by the Company
that approval of a super majority of the shares entitled to vote is not
necessary, and that the Board of Directors has the authority to approve such
transactions, if desired.
The Company's purpose in increasing the number of authorized shares of
Common Stock available for issuance is described in the paragraph above.
Nevertheless, the additional authorized and unissued shares might be considered
as having the effect of discouraging an attempt by another entity, through the
acquisition of a substantial percentage of the Company's Common Stock, to
acquire control of the Company with a view of effecting a merger, sale of the
Company's assets or similar transaction, since the issuance of Common Stock
could be used to dilute the share ownership or voting rights of such entity.
Further, any of such authorized but unissued shares of Common Stock could be
privately placed with purchasers who might support incumbent management, making
a change in control of the Company more difficult.
The Board does not intend to issue any shares to be authorized under
the amendment except upon terms that the Board deems to be in the best interests
of the Company. The issuance of additional Common Stock may, among other things,
have a dilutive effect on earnings per share and on the equity and voting rights
of the present holders of Common Stock. The holders of Common Stock do not
presently have preemptive rights to subscribe for any of the Company's
securities and will not have any such rights to subscribe for the additional
Common Stock proposed to be authorized.
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EXHIBIT A
BE IT RESOLVED, that the stockholders of the Company hereby approve the
Amended and Restated Certificate of Incorporation of the Company as follows:
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
DOMINIX,INC.
ARTICLE I
The name of the corporation is: DOMINIX, INC. (the "Corporation").
ARTICLE II
The purpose for which the Corporation is organized is the transaction
of any or all lawful acts and activities for which corporations may be
incorporated under the General Corporation Law of the State of Delaware.
ARTICLE III
The address, including street, number, city and county of the
registered office of the Corporation in the State of Delaware is 1013 Centre
Road, Wilmington, Delaware 19805, County of New Castle and the name of the
registered agent of the corporation in the State of Delaware at such address is
The Company Corporation.
ARTICLE IV
The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Two Hundred Five Million
(205,000,000) shares of which Five Million (5,000,000) shares shall be Preferred
Stock, par value $.001 per share, and Two Hundred Million (200,000,000) shall be
Common Stock, par value $.001 per share. The voting power, designations,
preferences and relative participating option or other special qualifications,
limitations or restrictions are set forth hereinafter:
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1. Preferred Stock
(a) The Preferred Stock may be issued in one or more
series, each of which shall be distinctively
designated, shall rank equally and shall be identical
in all respects except as otherwise provided in
subarticle 1(b) of this Article FOURTH.
(b) Authority is hereby vested in the Board of Directors
to issue from time to time the Preferred Stock of any
series and to state in the resolution or resolutions
providing for the issuance of shares of any series
the voting powers, if any, designations, preferences
and relative, participating, optional or other
special rights, and the qualifications, limitations
or restrictions of such series to the full extent now
or hereafter permitted by the law of the State of
Delaware in respect of the matters set forth in the
following clauses (i) to (viii) inclusive;
(i) the number of shares to constitute such
series, and the distinctive designations
thereof;
(ii) the voting powers, full or limited, if any,
of such series; such series;
(iii) the rate of dividends payable on shares of
such series, the conditions on which and the
times when such dividends are payable, the
preference to, or the relation to, the
payment of the dividends payable on any
other class, classes or series of stock,
whether cumulative or non-cumulative and, if
cumulative, the date from which dividends on
shares of such series shall be cumulative;
(iv) the redemption price or prices, if any, and
the terms and conditions on which shares of
such series shall be redeemable;
(v) the requirement of any sinking fund or funds
to be applied to the purchase or redemption
of shares of such series and, if so, the
amount of such fund or funds and the manner
of application;
(vi) the rights of shares of such series upon the
liquidation, dissolution or winding up of,
or upon any distribution of the assets of,
the Corporation;
(vii) the rights, if any, of the holders of shares
of such series to convert such shares into,
or to exchange such shares for, shares of
any other class, classes or series of stock
and the price or prices or the rates of
exchange and the adjustments at which such
shares shall be convertible or exchangeable,
and any other terms and conditions of such
conversion or exchange; and
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(viii) any other preferences and relative,
participating, optional or other special
rights of shares of such series, and
qualifications, limitations or restrictions
including, without limitation, any
restriction on an increase in the number of
shares of any series theretofore authorized
and any qualifications, limitations or
restrictions of rights or powers to which
shares of any future series shall be
subject.
(c) The number of authorized shares of Preferred Stock
may be increased or decreased by the affirmative vote
of the holders of a majority of the votes of all
classes of voting securities of the Corporation
without a class vote of the Preferred Stock, or any
series thereof, except as otherwise provided in the
resolution or resolutions fixing the voting rights of
any series of the Preferred Stock.
2. Common Stock
(a) After the requirements with respect to preferential
dividends on the Preferred Stock (fixed in accordance
with the provisions of Paragraph 1 of this Article
FOURTH), if any, shall have been met and after the
corporation shall have complied with all the
requirements, if any, with respect to the setting
aside of same as sinking funds or redemption or
purchase accounts (fixed in accordance with the
provisions of Paragraph 1 of this Article FOURTH),
and subject further to any other conditions which may
be fixed in accordance with the provisions of
Paragraph 1 of this Article FOURTH, then and not
otherwise the holders of Common Stock shall be
entitled to receive such dividends as may be declared
from time to time by the Board of Directors.
(b) After distribution in full of the preferential amount
(fixed in accordance with the Provisions of Paragraph
1 of this Article FOURTH), if any, to be distributed
to the holders of Preferred Stock in the event of the
voluntary or involuntary liquidation, distribution or
sale of assets, dissolution or winding-up of the
Corporation, the holders of Common Stock shall,
subject to the rights, if any, of the holders of
Preferred Stock to participate therein (fixed in
accordance with the provisions of Paragraph 1 of this
Article FOURTH) be entitled to receive all the
remaining assets of the Corporation, tangible and
intangible, of whatever kind available for
distribution to stockholders ratably in proportion to
the number of shares of Common Stock held by them
respectively.
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(c) Except as may otherwise be required by law or by the
provisions of such resolution or resolutions as may
be adopted by the Board of Directors pursuant to
Paragraph 1 of this Article FOURTH, each holder of
Common Stock shall have one vote in respect of each
share of Common Stock held by him on all matters
voted upon by the stockholders.
3. OTHER PROVISIONS RELATED TO SHARES OF STOCK:
(a) No holder of any of the shares of any class or series
of stock or of options, warrants or other rights to
purchase shares of any class or series of stock or of
other securities of the Corporation shall have any
preemptive right to purchase or subscribe for any
unissued stock of any class or series or any
additional shares of any class or series to be issued
by reason of any increase of the authorized capital
stock of the Corporation of any class or series, or
bonds, certificates of indebtedness, debentures or
other securities convertible into or exchangeable for
stock of the Corporation of any class or series, or
carrying any right to purchase stock of any class or
series, but such unissued stock, additional
authorized issue of shares of any class or series of
stock or securities convertible into or exchangeable
for stock, or carrying any right to purchase stock,
may be issued and disposed of pursuant to resolution
of the Board of Directors to such persons, firms,
corporations or associations, whether such holders or
others, and upon such terms as may be deemed
advisable by the Board of Directors in the exercise
of its sole discretion.
(b) The powers and rights of Common Stock shall be
subordinated to the powers, preferences and rights of
the holders of Preferred Stock. The relative powers,
preferences and rights of each series of Preferred
Stock in relation to the powers, preferences and
rights of each other series of Preferred Stock shall,
in each case, be as fixed from time to time by the
Board of Directors in the resolution or resolutions
adopted pursuant to authority granted in Paragraph I
of this Article 4 and the consent, by Class or
series, vote or otherwise, of the holders of such of
the series of are from time to time outstanding
Preferred Stock as for the issuance by the Board of
shall not be required Directors of any other series
of rights of such other series shall be fixed by the
Board of Directors as senior to, or on a parity with,
the powers, preferences and rights of such
outstanding series, or any of them; provided,
however, that the Board of Directors may provide in
the resolution or resolutions as to any series of
Preferred Stock adopted pursuant to Paragraph 1 of
this Article FOURTH that the consent of the holders
of a majority (or such greater proportion as shall be
therein fixed) of the outstanding shares of such
series voting thereon shall be required for the
issuance of any or all other series of Preferred
Stock.
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(c) subject to the provisions of subparagraph (b) of this
Paragraph 3 of this Article FOURTH, shares of any
series of Preferred Stock may be authorized or issued
from time to time as the Board of Directors in its
sole discretion shall determine and on such terms and
for such consideration as shall be fixed by the Board
of Directors in its sole discretion.
(d) Shares of Common stock may be issued from time to
time as the Board of Directors in its sole discretion
shall determine and on such terms and for such
consideration as shall be fixed by the board of
Directors in its sole discretion.
(e) The authorized number of shares of Common Stock and
of Preferred Stock Preferred Stock may be increased
or decreased from time to time by the affirmative
vote of the holders of a majority of the outstanding
shares of Common Stock and Preferred Stock of the
corporation entitled to vote thereon.
ARTICLE V
The name and mailing address of the incorporator is as follows:
David B. Clarke
The Company Corporation
1013 Centre Road
Wilmington, Delaware 19805
ARTICLE VI
The corporation is to have perpetual existence.
ARTICLE VII
To the fullest extent permitted by the General Corporation Law of the
State of Delaware, as the same exists or may hereafter be amended, a director of
the Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Any repeal or
amendment of this Article VII by the stockholders of the Corporation or by
changes in applicable law shall, to the extent permitted by applicable law, be
prospective only, and shall not adversely affect any limitation on the personal
liability of any director of the Corporation at the time of such repeal or
amendment.
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ARTICLE VIII
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative, any appeal in such an action, suit or proceeding and any inquiry
or investigation that could lead to such an action, suit or proceeding (whether
or not by or in the right of the Corporation), by reason of the fact that such
person is or was a director, officer, employee or agent of the Corporation or is
or was serving at the request of the Corporation as a director, officer,
partner, venturer, proprietor, trustee, employee, agent or similar functionary
of another Corporation, partnership, joint venture, sole proprietorship, trust,
nonprofit entity, employee benefit plan or other enterprise, against all
judgments, penalties (including excise and similar taxes), fines, settlements
and expenses (including attorneys' fees and court costs) actually and reasonably
incurred by such person in connection with such action, suit or proceeding to
the fullest extent permitted by any applicable law, and such indemnity shall
inure to the benefit of the heirs, executors and administrators of any such
person so indemnified pursuant to this Article VIII. The right to
indemnification under this Article VIII shall be a contract right and shall
include, with respect to directors and officers, the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its disposition; provided, however, that, if the General Corporation Law of the
State of Delaware requires, the payment of such expenses incurred by a director
or officer in advance of the final disposition of a proceeding shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article VIII or otherwise. The Corporation may, by action of its board of
directors, pay such expenses incurred by employees and agents of the Corporation
upon such terms as the board of directors deems appropriate. The indemnification
and advancement of expenses provided by, or granted pursuant to, this Article
VIII shall not be deemed exclusive of any other right to which those seeking
indemnification may be entitled under any law, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office. Any repeal or amendment of this Article VIII by the stockholders of
the Corporation or by changes in applicable law shall, to the extent permitted
by applicable law, be prospective only, and not adversely affect the
indemnification of any person who may be indemnified at the time of such repeal
or amendment.
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ARTICLE IX
No contract or other transaction between the Corporation and any other
corporation and no other acts of the Corporation with relation to any other
corporation shall, in the absence of fraud, in any way be invalidated or
otherwise affected by the fact that any one or more of the directors or officers
of the Corporation are pecuniarily or otherwise interested in, or are directors
or officers of, such other corporation. Any director or officer of the
Corporation individually, or any firm or association of which any director or
officer may be a member, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of the Corporation, provided that the
fact that such person individually or as a member of such firm or association is
such a party or is so interested shall be disclosed or shall have been known to
the board of directors or a majority of such members thereof as shall be present
at any meeting of the board of directors at which action upon any such contract
or transaction shall be taken; and any director of the Corporation who is also a
director or officer of such other corporation or who is such a party or so
interested may be counted in determining the existence of a quorum at any
meeting of the board of directors during which any such contract or transaction
shall be authorized and may vote thereat to authorize any such contract or
transaction, with like force and effect as if such person were not such a
director or officer of such other corporation or not so interested. Any director
of the Corporation may vote upon any contract or any other transaction between
the Corporation and any subsidiary or affiliated corporation without regard to
the fact that such person is also a director or officer of such subsidiary or
affiliated corporation.
Any contract, transaction or act of the Corporation or of the directors
that shall be ratified at any annual meeting of the stockholders of the
Corporation, or at any special meeting of the stockholders of the corporation,
or at any special meeting called for such purpose, shall, insofar as permitted
by law, be as valid and as binding as though ratified by every stockholder of
the Corporation; provided, however, that any failure of the stockholders to
approve or ratify any such contract, transaction or act, when and if submitted,
shall not be deemed in any way to invalidate the same or deprive the
Corporation, its directors, officers or employees, of its or their right to
proceed with such contract, transaction or act. Subject to any express agreement
that may from time to time be in effect, any stockholder, director or officer of
the Corporation may carry on and conduct in such person's own right and for such
person's own personal account, or as a partner in any partnership, or as a joint
venturer in any joint venture, or as an officer, director or stockholder of any
corporation, or as a participant in any syndicate, pool, trust or association,
any business that competes with the business of the Corporation and shall be
free in all such capacities to make investments in any kind of property in which
the Corporation may make investments.
ARTICLE X
Election of directors need not be by written ballot. Any director or
the entire board of directors may be removed, with or without cause, by the
holders of a majority of the shares then entitled to vote at an election of
directors, except as otherwise provided by law.
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ARTICLE XI
Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution of or any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.
ARTICLE XII
The original By-Laws of the Corporation shall be adopted by the
incorporator. Thereafter, the power to make, alter, or repeal the By-Laws, and
to adopt any new By-Law, shall be vested in the Board of Directors.
IN WITNESS WHEREOF, THE UNDERSIGNED, being the President and Secretary,
respectfully, of the Corporation, do hereby execute this Amended and Restated
Certificate of Incorporation, hereby declaring that this is their free act and
deed and the facts herein stated are true, and accordingly hereunto set forth
this th day of March, 2001.
/s/: Enrique Abreu
- --------------------------------------
Enrique Abreu, Chief Executive Officer,
President, Secretary
143 West 36th Street
New York, New York 10006
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