EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
JAGNOTES.COM INC.
(Pursuant to Sections 78.385 and 78.390 of the
Nevada General Corporation Law)
The undersigned officer of JAGNOTES.COM INC., a corporation
organized and existing under the laws of the State of Nevada (the
"Corporation"), does hereby certify on behalf of the Corporation as follows:
FIRST: The name of the Corporation is "JagNotes.com Inc."
SECOND: The Articles of Incorporation of the Corporation were
filed in the Office of the Secretary of State of Nevada on December 16, 1997,
and amended on March 18, 1999 (the "Articles of Incorporation").
THIRD: Article FIRST of the Articles of Incorporation of the
Corporation is hereby amended to read as follows:
The name of the Corporation is JAG Media Holdings, Inc.
FOURTH: Article FOURTH of the Articles of Incorporation of
the Corporation is hereby amended to read as follows:
The aggregate number of shares which the Corporation shall have the
authority to issue is Two Hundred Million (200,000,000) of which:
(a) One Hundred Fifty-Five Million (155,000,000) shares shall be
Class A common stock, par value $0.00001;
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(b) Thirty Million (30,000,000) shares shall be Class B common
stock, par value $0.00001; and
(c) Fifteen Million (15,000,000) shares shall be preferred stock
at par value $0.00001.
Upon this Certificate of Amendment of Articles of Incorporation
becoming effective pursuant to the laws of the State of Nevada (the "Effective
Time"), each one and one-tenth (1.1) share of the Corporation's common stock,
par value $0.00001, then issued, including shares held in the treasury of the
Corporation, shall be reclassified as (i) one (1) share of fully paid and
nonassessable Class A common stock and (ii) subject to the third succeeding
sentence, one-tenth of one (0.1) share of fully paid and nonassessable Series 1
Class B common stock. As soon as practicable after the Effective Time, the
Corporation's transfer agent shall mail a transmittal letter to each record
holder, as of immediately prior to the Effective Time, of the common stock
requiring each holder to exchange his or her certificate. Each holder of any
certificate or certificates that immediately prior to the Effective Time
represented the common stock, upon surrender of such certificate or certificates
to the Corporation or its transfer agent, shall be entitled to receive, subject
to the succeeding sentence, certificates representing a number of shares of
Class A common stock equal to .9090909, and shares of Series 1 Class B common
stock equal to .0909090, times the number of shares of common stock shown on the
face of such certificate or certificates. The Corporation will not issue
certificates representing fractional shares of either the Class A common stock
or Series 1 Class B common stock and, in lieu of a fractional share of either
the Class A common stock or Series 1 Class B common stock, the Corporation will
pay cash in an amount equal to the average of the closing price of a share of
common stock as quoted on the Nasdaq OTC Bulletin Board for the five (5) trading
days immediately preceding the Effective Time times such fraction; provided,
that the Corporation will only pay amounts less than one dollar ($1.00) to any
one stockholder if the stockholder delivers written notice of such request to
the Corporation's registered agent at the registered address within 30 days from
the date hereof. All stockholders of record on the record date must surrender
the physical share certificates representing shares of the Corporation's common
stock for new share certificates representing the Class A common stock and the
Series 1 Class B common stock.
1. Class A common stock.
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The voting powers, designations, preferences, limitations, restrictions
and relative rights of the Class A common stock shall be as follows:
(a) Voting Rights. Except as required by law, at every meeting of
stockholders of the Corporation, every holder of Class A common stock shall be
entitled to one vote, in person or by proxy, for each share of Class A common
stock outstanding in such holder's name on the stock transfer records of the
Corporation, and shall vote together with the Series 1 Class B common stock.
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(b) Distribution of Assets. Upon the dissolution, liquidation or
winding up of the Corporation, subject to the rights, if any, of the holders of
any other of the Corporation's securities, the holders of the Class A common
stock and Series 1 Class B common stock will be entitled to receive all the
assets of the Corporation available for distribution to its stockholders ratably
in proportion to the number of shares held by them.
(c) Dividends. Holders of Class A common stock and Series 1 Class B
common stock shall be entitled to receive, on an equal basis, such dividends,
payable in cash or otherwise, as may be declared thereon by the Board of
Directors from time to time out of the assets or funds of the Corporation
legally available therefor.
2. Initial Series of Class B common stock.
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(a) The Corporation's Class B common stock shall initially consist of
one series: Series 1 Class B common stock, whose terms and conditions are set
forth below:
(i) Designation and Amount. The shares of such series shall be
designated as "Series 1 Class B common stock" and the initial number of shares
constituting such series shall be Three Million (3,000,000).
(ii) Voting Rights. Except as required by law, at every
meeting of stockholders of the Corporation, every holder of Series 1 Class B
common stock shall be entitled to one vote, in person or by proxy, for each
share of Series 1 Class B common stock outstanding in such holder's name on the
stock transfer records of the Corporation, and shall vote together with the
Class A common stock.
(iii) Distribution of Assets. Upon the dissolution,
liquidation or winding up of the Corporation, subject to the rights, if any, of
the holders of any other of the Corporation's securities, the holders of the
Series 1 Class B common stock and Class A common stock will be entitled to
receive all the assets of the Corporation available for distribution to its
stockholders ratably in proportion to the number of shares held by them.
(iv) Dividends. Holders of Series 1 Class B common stock and
Class A common stock shall be entitled to receive, on an equal basis, such
dividends, payable in cash or otherwise, as may be declared thereon by the Board
of Directors from time to time out of the assets or funds of the Corporation
legally available therefor.
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(v) Conversion of the Series 1 Class B common stock. Each
share of Series 1 Class B common stock may at any time be converted at the
election of the holder thereof into one fully paid and nonassessable share of
Class A common stock. Any holder of shares of Series 1 Class B common stock may
elect to convert any or all of such shares at one time or at various times in
such holder's discretion. Such right shall be exercised by the surrender of the
certificate representing each share of Series 1 Class B common stock to be
converted to the agent for the registration for transfer of shares of Series 1
Class B common stock at its office, or to the Corporation at its principal
executive offices, accompanied by a written notice of the election by the holder
thereof to convert and (if so required by the transfer agent or by the
Corporation) by instruments of transfer, in form satisfactory to the transfer
agent and to the Corporation, duly executed by such holder or his duly
authorized attorney. The issuance of a certificate or certificates for shares of
Class A common stock upon conversion of shares of Series 1 Class B common stock
shall be made without charge for any stamp or other similar tax in respect of
such issuance. However, if any such certificate or certificates is or are to be
issued in a name other than that of the holder of the share or shares of Series
1 Class B common stock converted, the person or persons requesting the issuance
thereof shall pay to the transfer agent or to the Corporation the amount of any
tax which may be payable in respect of any such transfer, or shall establish to
the satisfaction of the transfer agent or of the Corporation that such tax has
been paid. As promptly as practicable after the surrender for conversion of a
certificate or certificates representing shares of Series 1 Class B common stock
and the payment of any tax as hereinbefore provided, the Corporation will
deliver or cause to be delivered at the office of the transfer agent to, or upon
the written order of, the holder of such certificate or certificates, a
certificate or certificates representing the number of shares of Class A common
stock issuable upon such conversion, issued in such name or names as such holder
may direct. Such conversion shall be irrevocable and shall be deemed to have
been made immediately prior to the close of business on the date of the
surrender of the certificate or certificates representing shares of Series 1
Class B common stock (if on such date the transfer books of the Corporation
shall be closed, then immediately prior to the close of business on the first
date thereafter that said books shall be open), and all rights of such holder
arising from ownership of such shares of Series 1 Class B common stock shall
cease at such time, and the person or persons in whose name or names the
certificate or certificates representing shares of Class A common stock are to
be issued shall be treated for all purposes as having become the record holder
or holders of such shares of Class A common stock at such time and shall have
and may exercise all the rights and powers appertaining thereto. No adjustments
in respect of past cash dividends shall be made upon the conversion of any share
of Series 1 Class B common stock; provided, however, that if any shares of
Series 1 Class B common stock shall be converted subsequent to the record date
for the payment of a cash or stock dividend or other distribution on shares of
Series 1 Class B common stock but prior to such payment, the registered holder
of such shares at the close of business on such record date shall be entitled to
receive the cash or stock dividend or the distribution payable to holders of the
Series 1 Class B common stock. The Corporation shall at all times reserve and
keep available, solely for the purpose of issue upon conversion of outstanding
shares of Series 1 Class B common stock, such number of shares of Class A common
stock as may be issuable upon the conversion of all such outstanding shares of
Series 1 Class B common stock, provided, the Corporation may deliver shares of
Class A common stock which are held in the treasury of the Corporation for
shares of Series 1 Class B common stock to be converted. If any shares of Class
A common stock require registration with or approval of any governmental
authority under any federal or state law before such shares of Class A common
stock may be issued upon conversion, the Corporation will cause such shares to
be duly registered or approved, as the case may be. All shares of Class A common
stock which may be issued upon conversion of shares of Series 1 Class B common
stock will, upon issue, be fully paid and nonassessable.
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In the event that the Corporation shall (x) declare a stock dividend, or make a
distribution, on the outstanding Class A common stock payable in shares of Class
A common stock; (y) subdivide or split the outstanding Class A common stock; or
(z) combine the outstanding Class A common stock into a smaller number of shares
of Class A common stock, then, in each such case, the number of Class A common
stock issuable upon the conversion of the Series 1 Class B common stock shall be
adjusted proportionately with cash paid in lieu of fractions of Class A common
stock upon conversion.
(vi) Redemption. Each share of the Series 1 Class B common
stock may be redeemed, at the option of the Corporation, at any time or from
time to time. The redemption price for each share of the Series 1 Class B common
stock shall be equal to the closing price of one share of Class A common stock
for the business day immediately prior to the date of redemption as quoted on
the Nasdaq OTC Bulletin Board, the Nasdaq Stock Market, an exchange upon which
the Class A common stock may be listed or qualified for trading, or Inter-dealer
Automated Quotation System, plus all declared but unpaid dividends as of the
date of redemption. At the option of the Board of Directors of the Corporation,
the Corporation may pay the redemption price in either cash, shares of Class A
common stock valued at the closing price of one share of Class A common stock
for the business day immediately prior to the date of redemption or a
combination thereof. In the event the Corporation shall redeem shares of Series
1 Class B common stock, notice of such redemption shall be given by first class
mail, postage prepaid, mailed not less than 30 days prior to the redemption
date, to each holder of record of the shares to be redeemed, at such holder's
address as the same appears on the stock register of the Corporation.
(b) The Board of Directors of the Corporation is authorized, subject to
limitations prescribed by law and provisions of this Article Fourth, to provide
for the issuance of shares of Class B common stock in series, and by filing a
certificate pursuant to the applicable law of the State of Nevada, to establish
from time to time the number of shares to be included in each such series and to
fix the designation, powers, preferences, and rights of the shares of each such
series and the qualification limitations or restriction thereof. The authority
of the Board of Directors with respect to each series of Class B Common (other
than the Series 1 Class B common stock) shall include, but not be limited to,
the determination of the following:
(i) The number of shares constituting that series and
the distinctive designation of that series;
(ii) The dividend rate on the shares of that series, whether
dividends shall be cumulative and, if so, from which date or dates, and the
relative rights of priority, if any, of payment of dividends on shares of that
series;
(iii) Whether that series shall have voting rights in addition
to the voting rights provided by law and, if so, the terms of such voting
rights;
(iv) Whether that series shall have conversion privileges and,
if so, the terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of Directors shall
determine;
(v) Whether or not the shares of that series shall be
redeemable and, if so, the terms and conditions of such redemption, including
the date or dates upon or after which they shall be redeemable, and the amount
per share payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;
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(vi) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series and, if so, the terms and amount
of such sinking fund;
(vii) The rights of the shares in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, and the
relative rights of priority, if any, of payment of shares of that series; and
(viii) any other relative rights, preferences and
limitations of that series.
3. Preferred stock.
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The voting powers, designations, preferences, limitations, restrictions
and relative rights of the preferred stock shall be as follows:
The preferred stock may be issued from time to time in one or more
series, the number of shares and any designation of each series and the voting
powers, designations, preferences and relative, participating, optional, and
other special rights of the shares of each series, and the qualifications,
limitations and restrictions thereof, to be stated and expressed in a resolution
or resolutions providing for the issue of such series adopted by the Board of
Directors, subject to the limitations prescribed by law.
FIFTH: The foregoing amendment has been duly adopted by a vote
of stockholders holding a majority of the voting power of shares entitled to
vote in accordance with the provisions of Section 78.390 of the General
Corporation Law of the State of Nevada.
IN WITNESS WHEREOF, I have signed this Certificate of
Amendment as of this 8th day of April, 2002.
JAGNOTES.COM INC.
By: /s/Gary Valinoti
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Name: Gary Valinoti
Title: President and
Chief Executive Officer
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