EXHIBIT 3(I)
ARTICLES OF INCORPORATION
OF
READING ENTERTAINMENT, INC.
A NEVADA CORPORATION
I, the Undersigned, being the original incorporator herein named, for the
purpose of forming a corporation under Chapter 78 of the Nevada Revised
Statutes (the "NRS"), to do business both within and without the State of
Nevada, do make and file these Articles of Incorporation hereby declaring and
certifying that the facts herein stated are true:
ARTICLE I
Name
The name of the corporation is Reading Entertainment, Inc. (the
"Corporation").
ARTICLE II
Resident Agent and Registered Office
The name and address of the Corporation's resident agent for service of
process is Kummer Kaempfer Bonner & Renshaw, 3800 Howard Hughes Parkway,
Seventh Floor, Las Vegas, Nevada 89109.
ARTICLE III
Purpose
The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the NRS.
ARTICLE IV
Capital Stock
4.1. Number of Shares Authorized; Par Value. The aggregate number of shares
which the Corporation shall have authority to issued is thirty-five million
(35,000,000) shares of which ten million (10,000,000) shares with the par
value $.001 per share shall be designated "Preferred Stock" and twenty-five
million (25,000,000) shares with the par value $.001 per share shall be
designated "Common Stock."
4.2. Preferred Stock. The Preferred Stock may be issued at any time from
time to time, in any one or more series, and any such series shall be
comprised of such number of shares and may have such voting powers, whole or
limited, or no voting powers, and such designations, preferences and relative,
participating, optional or other special rights and qualifications,
limitations and restrictions thereof, including liquidation preferences, as
shall be stated and expressed in the resolution or resolutions of the board of
directors of the Corporation, the board of directors being hereby expressly
vested with such power and authority to the full extent now or hereafter
permitted by law.
4.3. Restrictions on Common Stock. No share of Common Stock, or of any other
security of the Corporation which is treated as stock for purposes of Section
382 of the Internal Revenue Code of 1986, as amended (the "Code") (the Common
Stock and any such other securities being hereinafter referred to as "New
Stock"), shall be transferable or assignable in any respect, either of record
or beneficially, unless such transfer or assignment is permitted under the
following provisions:
(a) Until the earliest of January 1, 2003, such date as the Corporation
shall no longer have any unutilized federal income tax net operating loss
carry forwards (the "Carryforwards") or such date after which Section 382
of the Code is repealed or so substantially modified that in the opinion of
counsel to the Corporation the restrictions on transfer described herein
are no longer necessary to accomplish their intended purpose: (i) any
attempted sale, transfer, assignment or other disposition (including the
granting of any option or entering into any agreement for the sale transfer
assignment or other disposition), whether voluntary or involuntary, whether
of record or beneficially and whether by operation of law or otherwise (a
"Transfer"), of any share or shares of the New Stock of the Corporation or
of any option, convertible security or other right to purchase or acquire
such stock (collectively, "Rights") to any person or entity or group or
persons or entities acting in concert (a "Transferee") who or which,
directly or indirectly or by application of the constructive ownership
rules set forth in Section 382(1)(3) of the Code and the Income Tax
Regulations as now in effect or hereinafter promulgated pursuant thereto
(the "Regulations"), owns, prior to the Transfer, an aggregate number of
shares of the Corporation's outstanding New Stock having a fair market
value equal to or greater than four point seven five percent (4.75%) of the
fair market value of the total number of shares of the Corporation's
outstanding New Stock shall be void ab initio insofar as it purports to
transfer ownership to such Transferee, and (ii) any attempted Transfer of
any share or shares of the New Stock of the Corporation or of any Rights to
any Transferee not described in clause (i) hereof who or which directly,
indirectly or by application of the constructive ownership rules in Section
382(1)(3) of the Code and Regulations, would own as a result of the
Transfer, or as a result of a subsequent Transfer of any share or shares of
the New Stock or Rights, an aggregate number of shares of the Corporation's
outstanding New Stock having a fair market value equal to or greater than
four point seven five percent (4.75%) of the fair market value or total
number of shares of the Corporation's outstanding New Stock shall, as to
the number of shares or Rights representing such excess over four point
seven five percent (4.75%), be void ab initio insofar as it purports to
transfer ownership to such Transferee of any shares of New Stock or Rights.
(b) The restrictions contained in paragraph (a) of this Section 4.3 of
this Article Fourth have been included herein for the purpose of reducing
the risk of occurrence of an "ownership change" as that term is defined in
Section 382(g) of the Code and the Regulations that would result in the
limitation or elimination of the Corporation's utilization of the
Carryforwards.
(c) Neither clause (i) or (ii) of paragraph (a) of this Section 4.3 of
this Article Fourth shall restrict any Transfer of New Stock of the
Corporation or Rights if (i) the prior written approval of the board of
directors of the Corporation shall have been obtained with respect to such
Transfer and (ii) if so requested by the board of directors of the
Corporation, counsel to the Corporation shall have delivered its opinion
that such Transfer would not result in an "ownership change" within the
meaning of Section 382(g) of the Code and the Regulations that would result
in the limitation or elimination or the Corporation's utilization of the
Carryforwards. The board of directors shall have the authority, in its sole
discretion, to adopt procedures for the orderly and effective
administration and implementation of this Section 4.3, and, in deciding
whether to approve any proposed Transfer of New Stock or Rights, the
Corporation acting through any officer may request all relevant
information, as well as an opinion of counsel, in form and substance
reasonably satisfactory to the board of directors. No employee or agent of
the Corporation shall be permitted to record any attempted or purported
Transfer of the New Stock or Rights made in violation of this Article
Fourth and no Transferee of the New Stock or Rights effected in violation
of this Article Fourth shall be deemed to have acquired ownership of New
Stock or Rights for any purpose. Such intended Transferee shall not be
entitled to any rights as a stockholder of the Corporation with respect to
such New Stock, including, without limitation, the right to vote such New
Stock or to receive any distributions in respect thereof, whether as
dividends or in liquidation.
(d) If the procedures adopted by the board of directors of the
Corporation so require, the Corporation's transfer agent for any of the
Corporation's securities (the "Transfer Agent") shall not issue any
certificates transferring, assigning or disposing of or purporting to
transfer assign or otherwise dispose of legal ownership of any shares of
New Stock or Rights unless the Transfer Agent receives from the proposed
Transferee, in addition to any other information requested by it, a
certificate signed under penalty of perjury attesting to the fact that the
Transferee is not and will not become as a result of the proposed Transfer,
an owner of an aggregate number of shares of the Corporation's outstanding
New Stock or Rights having a fair market value equal to or greater than
four point seven five percent (4.75%) of the fair value of the total number
of shares of the Corporation's outstanding New Stock. If at any time the
Transfer Agent receives a request to make a change in record ownership of
shares of New Stock or Rights which, if effective, would appear to the
Transfer Agent on the basis of information in its possession to constitute
a violation of this Article Fourth, then, prior to registering such change
in ownership on the books of the Corporation, the Transfer Agent shall
notify the Corporation. If the board of directors or an officer designated
by the board of directors determines that the proposed change in ownership
would violate this Article Fourth, then the Corporation shall so advise the
Transfer Agent and the Transfer Agent shall not make such change in
ownership on the books of the Corporation and shall return the certificates
representing such shares of New Stock or Rights to the holder of record
thereof.
(e) If, notwithstanding the foregoing prohibition, a Transferee shall,
voluntarily or involuntarily, purportedly become or attempt to become the
purported owner (the "Purported Owner") of shares of New Stock or Rights,
or both, in excess of the limitations set forth above (the shares and
Rights, including shares of New Stock issued in respect of Rights, so
exceeding such limitations set forth herein shall be referred to herein as
the "Excess Shares"), then:
(i) The Purported Owner shall not obtain any rights in and to the
Excess Shares, and the purported Transfer of the Excess Shares to the
Purported Owner shall not be recognized by the Corporation or its
Transfer Agent. Until the Excess Shares are transferred to a person
whose acquisition thereof will not violate the foregoing limitations (a
"Permitted Transferee"), (A) the Excess Shares shall be voted by such
person as shall be appointed by the board of directors of the
Corporation, which person shall be deemed to have been granted a proxy
to vote the Excess Shares, (B) the transferor of the Excess Shares to
the Purported Owner (the "Purported Owner's Transferor") shall be
deemed to have retained the Excess Shares and shall hold and be
entitled to exercise all other rights incident to ownership of such
Excess Shares, and (C) if the Excess Shares are Rights, they may not be
exercised, converted or exchanged until transferred to, and exercised,
converted or exchanged in accordance with their terms by, a Permitted
Transferee; provided, however, that notwithstanding the foregoing, in
the event shares of New Stock are issued in respect of Rights which are
Excess Shares prior to notice to the Corporation or its Transfer Agent
that such Rights are Excess Shares, the shares of New Stock so issued
shall be deemed to be issued and outstanding shares of New Stock of the
Corporation and shall be Excess Shares deemed retained by the Purported
Owner's Transferor. Rights issued by the Corporation shall reflect the
provisions of the foregoing sentence. All Excess Shares will continue
to be issued and outstanding.
(ii) If the Transfer Agent obtains possession of a certificate or
certificates representing the Excess Shares, the Transfer Agent shall
deliver such certificate or certificates to a trustee appointed by the
Corporation's board of directors (the "Share Trustee") who shall
proceed forthwith to sell or cause the sale of the Excess Shares to a
Permitted Transferee. If the Transfer Agent does not have possession of
such certificate, upon notice from the Corporation of the existence of
Excess Shares and the identity of the Purported Owner, the Share
Trustee shall take all lawful action to cause the Purported Owner to
deliver or cause delivery of the Excess Shares and any indicia of
ownership thereof to the Share Trustee and, upon obtaining possession
thereof, the Share Trustee shall proceed forthwith to sell or cause the
sale of the Excess Shares to a Permitted Transferee. The Share Trustee
shall sell or cause the sale of the Excess Shares in the then existing
public market or in such other commercially reasonable fashion as the
Corporation shall direct. In performing the duties herein imposed upon
it, the Share Trustee shall act at all times as the agent for the
Purported Owner's Transferor.
(iii) Once the Excess Shares are acquired by a Permitted Transferee,
the Permitted Transferee shall have and shall be entitled to exercise
all rights incident to the ownership of such Excess Shares.
(iv) The proceeds from the sale of the Excess Shares (the "Proceeds")
shall be distributed as follows: (A) first, to the Share Trustee to
cover its costs and expenses; (B) second, to the Purported Owner, if
known, in an amount up to the amount paid by the Purported Owner, if
determinable, for the Excess Shares; and (C) third and finally, the
remaining Proceeds, if any, shall be distributed to the Purported
Owner's Transferor, if known, and if not known, such remaining Proceeds
shall be held by the Corporation for the benefit of the Purported
Owner's Transferor or such other person as their interests may appear.
Notwithstanding anything contained in this Article Fourth to the
contrary, the Corporation shall at all times be entitled to make
application to any court of equitable jurisdiction within the State of
Nevada for an adjudication of the respective rights and interests of
any person in and to the Proceeds pursuant to this Article Fourth and
applicable law and for leave to pay the Proceeds into such court.
(f) Immediately upon the purported acquisition of any Excess Shares, the
Purported Owner thereof shall give, or cause to be given, written notice
thereof to the Corporation. Each owner of shares of New Stock and Rights
shall furnish to the Corporation all information reasonably requested with
respect to all shares of New Stock and Rights directly and indirectly owned
by such person.
(g) Upon a determination by the board of directors of the Corporation
that a person has attempted or may attempt to transfer or to acquire Excess
Shares, the board of directors may take such action as it deems advisable
to refuse to give effect to such Transfer or acquisition on the books and
records of the Corporation, including, without limitation, to cause the
Transfer Agent to record the Purported Owner's Transferor as the record
owner of the Excess Shares, to refuse to issue shares of New Stock upon the
purported exercise of Rights which are Excess Shares and to institute
proceedings to enjoin or rescind any such Transfer or acquisition.
(h) To the extent permitted by the Regulations promulgated under Section
382 of the Code, in determining whether any person has become a Purported
Owner of Excess Shares, the Corporation may rely on filings on Schedules
13D and 13G as required by Rule 13d-1 of the Securities Exchange Act of
1934, as amended.
(i) If any provision of this Article Fourth or any application of any
such provision is determined to be invalid by any federal or state court
having jurisdiction over the issues, the validity of the remaining
provisions shall not be affected and other applications of such provision
shall be affected only to the extent necessary to comply with the
determination of such court.
(j) All certificates representing shares of New Stock shall conspicuously
bear the following legend:
The shares represented by this certificate are subject to certain
restrictions on transfer set forth in Article Fourth of the Corporation's
Articles of Incorporation, the full text of which is available at the offices
of the Corporation or on request to the Corporation. ANY ATTEMPT TO ACQUIRE
STOCK OF THE CORPORATION IN VIOLATION OF SUCH RESTRICTIONS SHALL BE NULL AND
VOID AND MAY RESULT IN FINANCIAL LOSS TO THE PERSON OR ENTITY ATTEMPTING SUCH
ACQUISITION.
ARTICLE V
Directors
The business and affairs of the Corporation shall be managed by or under the
direction of the board of directors, which initially shall consist of one
director. Provided that the Corporation has at least one director, the number
of directors may at any time or times be increased or decreased as provided in
the bylaws; provided,
however that the number of directors shall not exceed ten. The name and
address of the initial member of the board of directors is as follows:
NAME ADDRESS
---- -------
S. Craig Tompkins c/o Craig Corporation
550 South Hope Street, Suite 1825
Los Angeles, California 90071
ARTICLE VI
Bylaws
In furtherance and not in limitation of the powers conferred upon the board
of directors of the Corporation by the NRS, the board of directors shall have
the power to alter, amend, change, add to and repeal, from time to time, the
bylaws of the Corporation, subject to the rights of the stockholders entitled
to vote with respect thereto to alter, amend, change, add to and repeal the
bylaws adopted by the directors of the Corporation.
ARTICLE VII
Election of Directors
Except as may otherwise be provided in the bylaws of the Corporation, the
election of directors may be conducted at a meeting of the stockholders,
whether telephonic or not, within or without the State of Nevada or by written
consent and such election need not be by written ballot.
ARTICLE VIII
Sale of Assets
In furtherance of the powers conferred on the stockholders of the
Corporation by the NRS, the stockholders of the Corporation shall have the
power to vote on any proposed sale of substantially all of the Corporation's
assets.
ARTICLE IX
Amendment of Articles of Incorporation
In the event the board of directors of the Corporation determines that it is
in the Corporation's best interest to amend these Articles of Incorporation,
the board of directors shall adopt a resolution setting forth the proposed
amendment and declaring its advisability and submit the matter to the
stockholders entitled to vote thereon for the consideration thereof in
accordance with the provisions of the NRS and these Articles of Incorporation.
In the resolution setting forth the proposed amendment, the board of directors
may insert a provision allowing the board of directors to later abandon the
amendment, without concurrence by the stockholders, after the amendment has
received stockholder approval but before the amendment is filed with the
Nevada Secretary of State.
ARTICLE X
Incorporator
The name and address of the incorporator of the Corporation is Elizabeth A.
Savage, Kummer Kaempfer Bonner & Renshaw, 3800 Howard Hughes Parkway, Seventh
Floor, Las Vegas, Nevada 89109.
ARTICLE XI
Acquisitions of Controlling Interest
The Corporation elects not to be governed by the provisions of Chapters
78.378 to 78.3793, inclusive, of the NRS pertaining to acquisitions of
controlling interest.
ARTICLE XII
Combinations With Interested Stockholders
The Corporation elects not to be governed by the provisions of Chapters
78.411 to 78.444, inclusive, of the NRS pertaining to combinations with
interested stockholders.
ARTICLE XIII
Directors' and Officers' Liability
A director or officer of the Corporation shall not be personally liable to
this Corporation or its stockholders for damages for breach of fiduciary duty
as a director or officer, but this Article shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or (ii) the
unlawful payment of distributions. Any repeal or modification of this Article
by the stockholders of the Corporation shall be prospective only, and shall
not adversely affect any limitation on the personal liability of a director or
officer of the Corporation for acts or omissions prior to such repeal or
modification.
ARTICLE XIV
Indemnity
Every person who was or is a party to, or is threatened to be made a party
to, or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he, or a person of
whom he is the legal representative, 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, employee or agent of another corporation,
or as its representative in a partnership, joint venture trust or other
enterprise, shall be indemnified and held harmless to the fullest extent
legally permissible under the laws of the State of Nevada from time to time
against all expenses, liability and loss (including attorneys' fees,
judgments, fines and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith. Such right of
indemnification shall be a contract right which may be enforced in any manner
desired by such person. The expenses of directors, officers, employees and
agent incurred in defending a civil or criminal action, suit or proceeding
must be paid by the Corporation as they are incurred and in advance of the
final disposition of the action suit or proceeding, upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to
repay the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the Corporation.
Such right of indemnification shall not be exclusive of any other right which
such directors, officers, employees or agents may have or hereafter acquire,
and, without limiting the generality of such statement, they shall be entitled
to their respective rights of indemnification under any bylaw, agreement, vote
of stockholders, provision of law, or otherwise, as well as their rights under
this Article.
Without limiting the application of the foregoing, the board of directors
may adopt bylaws from time to time with respect to indemnification, to provide
at all times the fullest indemnification permitted under the laws of the State
of Nevada, and may cause the Corporation to purchase and maintain insurance on
behalf of any
person who is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director or officer of another
corporation, or as its representative in a partnership, joint venture, trust
or other enterprise against any liability asserted against such person and
incurred in any such capacity or arising out of such status, whether or not
the Corporation would have the power to indemnify such person. The
indemnification provided in this Article shall continue as to a person who has
ceased to be a director, officer, employee, agent, and shall inure to the
benefit of the heirs, executors and administrators of such person.
In witness whereof, I have hereunto set my hand this 25th day of October,
1999, declaring and certifying that the facts stated hereinabove are true.
/s/ Elizabeth A. Savage
By: _________________________________
Elizabeth A. Savage, Incorporator
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
In the Matter of Reading Entertainment, Inc.:
We, Kummer Kaempfer Bonner & Renshaw, do, hereby certify that on the 25th
day of October, 1999, we accepted the appointment as Resident Agent of the
above-entitled corporation in accordance with Section 78.090 of the Nevada
Revised Statutes.
Furthermore, that the registered office in this State is located at 3800
Howard Hughes Parkway, Seventh Floor, Las Vegas, Nevada 89109.
In witness whereof, I have hereunto set my hand this 25th day of October,
1999.
Kummer Kaempfer Bonner & Renshaw
/s/ Elizabeth A. Savage
By: _________________________________
Elizabeth A. Savage