Exhibit 3.10
CERTIFICATE OF MERGER
OF
IMX PHARMACEUTICALS, INC.
INTO
DIALOG GROUP, INC.
The undersigned corporation organized and existing under and by virtue
of the General Corporation Law of Delaware.
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:
NAME STATE OF INCORPORATION
IMX Pharmaceuticals, Inc. Utah
Dialogue Group, Inc. Delaware
SECOND: That an Agreement of Merger between the parties to the merger
has been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of section 252 of
the General Corporation Law of Delaware.
*THIRD: That the name of the surviving corporation of the merger is
Dialog Group, Inc., a Delaware corporation.
FOURTH: That the amendments or changes in the Certificate of
Incorporation of Dialog Group, Inc., a Delaware corporation which is the
surviving corporation, that are to be effected by the merger are as follows:
Paragraph 4 is deleted and replaced by the following:
4. The total number of shares of stock which the corporation shall have
the authority to issue is 100,000,000 shares of Common Stock and
1,000,000 of Preferred, all of which shall have a par value of $0.001.
The Preferred may be issued from time to time in one or more classes or
series. The number of shares, their stated value and dividend rate, if
any, and their designations, preferences, and relative, participating,
optional, or other special rights and any qualifications, limitations,
or restrictions thereon shall be fixed by the board of directors for
each class or series in the resolutions providing for its issuance.
The Corporation hereby creates and authorizes a series of Preferred
Stock of 350,000 shares entitled Class B Convertible Preferred Stock
("Class B Preferred") and that each share have the following
preferences, rights, qualifications, limitations and restrictions:
1. Each share of Class B Preferred Stock shall have a stated value of
$80.00.
2. The Class B Preferred Stock shall be convertible as follows:
(a) Number of Shares of Common Stock: One (1) share of Common
Stock shall be issued for every two ($2) dollars of stated
value of the Class B Preferred (the "Conversion Price").
(b) Method of Exercise: The conversion right may be exercised, in
whole or in part, by the surrender of the stock certificate or
stock certificates representing the Class B Preferred to be
converted at the principal office of the Company (or at any
other place as the Company may designate in a written notice
sent to the holder by first-class mail, postage prepaid, at
its address shown on the books of the Company) accompanied by
written notice of election to convert against delivery of that
number of whole shares of Common Stock as shall be computed in
accordance with section 3(a). Each Class B Preferred stock
certificate surrendered for conversion shall be endorsed by
its holder. In the event of any exercise of the conversion
right of the Class B Preferred granted herein, (i) stock
certificates for the shares of Common Stock purchased by
virtue of the exercise shall be delivered to the holder
forthwith, and (ii) unless the Class B Preferred has been
fully converted, a new Class B Preferred stock certificate,
representing the Class B Preferred not so converted, if any,
shall also be delivered to its holder forthwith. The stock
certificates for the shares of Common Stock so purchased shall
be dated the date of the surrender and the holder making the
surrender shall be deemed for all purposes to be the holder of
the shares of Common Stock so purchased as of the date of the
surrender.
(c) Commencement of Conversion Rights: The right to convert a
share of Class B Preferred shall begin on the earlier of (i)
October 1, 2002 or (ii) the effective date of a registration
statement under the Securities Act of 1933, as amended, for
the Common Stock into which the Class B Preferred may be
converted.
(d) Fractional Securities: No fractional shares of Common Stock
shall be issued in connection with any conversion of Class B
Preferred. In lieu of any fractional shares, the Company shall
make a cash payment therefore equal in amount to the
applicable fraction of the Conversion Price.
Reservation of Shares: At all times that any Class B Preferred is
outstanding, the Company shall have authorized, and shall have reserved
for the purpose of issuance upon conversion or exercise, a sufficient
number of shares of Common Stock to provide for the conversion into
Common Stock of all Class B Preferred then outstanding at the
Conversion Price, as it may be adjusted from time to time. Without
limiting the generality of the foregoing, if, at any time, the
Conversion Price is decreased, the number of shares of Common Stock
authorized and reserved for issuance upon the conversion of Class B
Preferred shall be proportionately increased.
3. Except as otherwise provided by law, each holder of Class B Preferred,
by virtue of its ownership thereof, shall be entitled to cast that
number of votes equal to the number of shares of Common Stock into
which that holders Class B Preferred is then convertible pursuant to
Section 3(a) on each matter submitted to the Company's shareholders for
voting. Each vote shall be cast together with those cast by the holders
of Common Stock and not as a separate class except as otherwise
provided by law. The Class B Preferred shall not have cumulative voting
rights.
4. The Class B Preferred Stock shall be callable, upon not more than
ninety (90) days or less than thirty (30) days notice, at its stated
value at any time after January 31, 2003. A holder of Class B Preferred
Stock shall have until the date set forth in the notice as the call
date to exercise his conversion rights. If less than all the
outstanding Class B Preferred Stock is to be called, the certificates
to be called shall be selected at random or called pro-rata as
determined by the Board of Directors.
5. If the Company shall be voluntarily or involuntarily liquidated,
dissolved, or wound up, at any time any Class B Preferred shall be
outstanding, the holders of the then outstanding Class B Preferred
shall have a preference against the property of the Company available
for distribution to the holders of the Corporation's other equity
securities equal to the amount of $80.00 per share (the "Preferential
Amount"). In addition, the holders of the Class B Preferred shall be
entitled to receive a participating share of any further assets
available for distribution to holders of Common Stock, which
participating share shall be the same as that which the holders would
have been entitled to receive if, on the record date for determining
the recipients of any distributions, the holders were the holders of
record of the number of shares of Common Stock into which the
outstanding shares of Class B Preferred were then convertible. If the
assets of the Company available for distribution to the holders of
shares of the Class B Preferred upon dissolution, liquidation, or
winding up of the Company shall be insufficient to pay in full all
amounts to which the holders are entitled pursuant to the immediately
preceding portions of this paragraph, no distribution shall be made on
account of any shares of any other class or series of capital stock of
the Company ranking on a parity with or junior to the shares of the
Class B Preferred and any distribution to any other class of shares
ranking on a parity with the Class B Preferred shall be made ratably in
proportion to the full distributable amounts for which holders of all
the parity shares are respectively entitled upon the dissolution,
liquidation, or winding up.
FIFTH: That the executed Agreement of Merger is on file at an office of
the surviving corporation, the address of which is Third Floor, 17 State Street,
New York, NY 10004.
SIXTH: That a copy of the Agreement of Merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.
SEVENTH: The authorized capital stock of each foreign corporation which
is a party to the merger is as follows:
Corporation Class Number of Shares Par value per share
IMX
Pharmaceuticals Common 9,024,791 $0.001
Preferred B 223,810 $0.001
Dated: November 12, 2002 Dialog Group, Inc.
By: /s/ Adrian Stecyk
------------------------
Adrian Stecyk, President
Dialog Group, Inc. Secretary's Certificate
I, Mark Alan Siegel, Secretary of Dialog Group, Inc, a corporation
organized and existing under the laws of the State of Delaware, hereby certify,
as such Secretary, that the Agreement of Merger to which this Certificate
relates, after having been first duly signed on behalf of the said corporation
and having been signed on behalf of IMX Pharmaceuticals, Inc., a corporation of
the State of Utah, was duly adopted pursuant to section 228 of the General
Corporation Law of the State of Delaware by the unanimous written consent of the
stockholder holding 1,000 shares of the capital stock of the corporation same
being all of the shares issued and out standing having voting power, which
Agreement of Merger was thereby adopted as the act of the stockholders of said
Dialog Group, Inc. and the duly adopted agreement and act of the said
corporation.
WITNESS, my hand on this 12th day of November, 2002.
/s/ Mark Alan Siegel
---------------------------
Mark Alan Siegel, Secretary