Certificate of Incorporation - Syco Comics and Distribution Inc.
CERTIFICATE OF INCORPORATION
OF
SYCO COMICS AND DISTRIBUTION, INC.
The undersigned, desiring to form a corporation pursuant to Section 103 of
the General Corporation Law of the State of Delaware, does hereby certify, as
follows:
FIRST: The name of the corporation is SYCO COMICS AND DISTRIBUTION, INC.
(the "Corporation").
SECOND: The address of the Corporation's registered office in the State
of Delaware is c/o UNITED CORPORATE SERVICES, INC., 15 East North
Street, in the City of Dover, County of Kent, State of Delaware,
19901. The name of the registered agent at such address is United
Corporate Services, Inc.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.
FOURTH: The aggregate number of shares which the Corporation shall have
authority to issue is Eight Million (8,000,000) shares, of which
Seven Million Five Hundred Thousand (7,500,000) shares shall be
designated common stock and shall have a par value of $.0001 per
share and Five Hundred Thousand (500,000) shares shall be
designated preferred stock and shall have a par value of $.0001
per share.
The Corporation's Board of Directors is authorized, subject to
the limitations prescribed by law and the provisions of this
Article "FOURTH", to provide for the issuance of the above
authorized preferred stock in series, and by filing a certificate
of designations pursuant to section 151 of the General
Corporation Law of the State of Delaware, as the same may be
amended, 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 qualifications, limitations or restrictions thereof.
The authority of the Board of Directors with respect to each
series shall include, but not be limited to, determination of the
following:
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(a) The number of shares constituting that series and the
distinctive designation of that series;
(b) The dividend rate, if any, 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;
(c) 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;
(d) 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 upon
such events as the Board of Directors shall determine;
(e) 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;
(f) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up
of the Corporation, and the relative rights of priority of
payment of shares of that series; and
(g) Any other relative rights, preferences and limitations
of that series.
Dividends on outstanding shares of preferred stock shall be paid
or declared and set apart for payment before any dividends shall
be paid or declared and set apart for payment on common shares
with respect to the same dividend period.
FIFTH: The name and mailing address of the incorporator of the
Corporation is as follows:
Richard G. Klein
c/o Hofheimer Gartlir & Gross, LLP
633 Third Avenue
New York, New York 10017
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: The number of directors which shall constitute the whole Board of
Directors of the Corporation shall be designated in the By-Laws
of the Corporation. Election of directors need not be by written
ballot unless the By-Laws so provide.
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EIGHTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make,
alter or repeal the By- laws of the Corporation, without the need
for shareholder approval.
NINTH: In addition to the powers and authority hereinbefore or by
statute expressly conferred upon them, the directors are hereby
empowered to exercise all such powers and do all such acts and
things as may be exercised or done by the Corporation, subject,
nevertheless, to the provisions of the General Corporation Law of
the State of Delaware, this Certificate of Incorporation, and any
By-Laws adopted by the stockholders; provided,however, that no
By-Laws hereafter adopted by the stockholders shall invalidate
any prior act of the directors which would have been valid if
such By-Laws had not been adopted.
TENTH: To the fullest extent permitted by the General Corporation Law of
the State of Delaware, as the same exists or as it may hereafter
be amended, no director of the Corporation shall be personally
liable for monetary damages for breach of his/her fiduciary duty
as a director. The Corporation shall indemnify each officer and
director of the Corporation to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended from time to time. Any
repeal or modification of this Article TENTH by the stockholders
of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time
of such repeal or modification with respect to acts or omissions
occurring prior to such repeal or modification.
ELEVENTH: Meetings of stockholders of the Corporation may be held within or
without the State of Delaware, as the By-laws may provide. The
books of the Corporation may be kept (subject to any contrary
provision contained in the General Corporation Law of the State
of Delaware) outside of the State of Delaware at such place or
places as may be designated from time to time by the Board of
Directors or in the By-laws of the Corporation.
TWELFTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
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The effective time of this Certificate of Incorporation of the Corporation
and the time when the existence of the Corporation shall commence is upon the
filing hereof.
Dated: June 26, 1997 /s/ Richard G. Klein
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Richard G. Klein,
Incorporator
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