Attached files
| file | filename |
|---|---|
| 10-Q - 10Q DOCUMENT - JUNIPER GROUP INC | form10qnovember_2009.htm |
| EX-31 - EXHIBIT 31 - JUNIPER GROUP INC | ex31.htm |
| EX-32 - EXHIBIT 32 - JUNIPER GROUP INC | ex32.htm |
| EX-10.I - EXHIBIT 10(I) - JUNIPER GROUP INC | ex10i.htm |
| EX-4.IC - EXHIBIT 4(I)(C) - JUNIPER GROUP INC | ex4ic.htm |
| EX-3.IB - EXHIBIT 3(I)(B) - JUNIPER GROUP INC | ex3ib.htm |
| EX-10.IA - EXHIBIT 10(I)(A) - JUNIPER GROUP INC | ex10ia.htm |
Exhibit
3(i)(a)
ARTICLES
OF INCORPORATION
OF
JUNIPER
GROUP, INC.
I, the person hereinafter named
as Incorporator, for
the purpose of
associating
to establish a corporation, under the provisions and subject to
the
requirements
of Title 7, Chapter 78 of the Nevada Revised Statutes, and the acts
amendatory thereof, and hereinafter sometimes referred to
as the General
Corporation Law
of the State of Nevada, do hereby adopt and make the
following
Articles
of Incorporation:
FIRST: The name of the corporation (hereinafter referred to
as the
"Corporation")
is Juniper Group, Inc.
SECOND:
The name of the Corporation's resident agent in the State of Nevada
is CSC
Services of Nevada, Inc., and the street address of the said agent
where
process
may be served upon the corporation is 502 East John Street, Carson
City,
Nevada
89706. The mailing address and the
street address of the said resident
agent are
identical.
THIRD:
The aggregate number of shares of stock that the
Corporation shall
have the
authority to issue is 300,875,000, of
which 300,000,000 shares, par
value per
share of $0.001, shall be designated as
Common Shares (the "Common
Shares")
and 875,000 shares, par value per share of $0.10, shall be
designated
as
Preferred Shares (the "Preferred Shares").
A.
The rights, preferences and limitations of such classes of stock are
as
follows:
1.
The shares of Preferred Stock may be issued from time to time in one
or
more series. The
Board
of Directors is authorized, subject
to limitations
prescribed
by the law and the provisions of this Article THIRD, to
provide for
the
issuance of the shares of Preferred Stock in one or more series, 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 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:
(a)
the number of
shares constituting that series and
the distinctive
designation
of that series,
(b)
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 or
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 in 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)
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,
(g)
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 the priority, if any, of payment on shares of that
series,
and
(h)
any other relative or participating rights, preferences and
limitations
of that
series.
2.
No holder of Common Stock or of Preferred Stock shall be
entitled as a
matter of
right to subscribe for or purchase, or have any preemptive right
with
respect to, any
part of any new
or additional issue of stock of
any class
whatsoever,
or of securities convertible into any stock of any class
whatsoever,
whether now
or hereafter authorized and whether issued for cash
or other
consideration
or by way of dividend.
3.
Except as otherwise provided by the Board
of Directors in accordance
with paragraph
1 above in respect of any series of
the Preferred Shares, all
voting
rights of the Corporation shall be vested exclusively in
the holders of
the
Common Shares who shall be entitled to one vote per share.
B.
12% of Non-Voting Convertible Redeemable Preferred Stock.
1.
Number Authorized and Designation. Of the
875,000 shares of preferred
stock authorized under
this
Article FOURTH, the Corporation shall
have the
authority
to
issue 375,000 shares designated as
12% Non-voting Convertible
Redeemable Preferred Stock, $.10
par value (referred to herein as "Series A
Preferred
Stock").
2.
Rights, Preferences and Limitations. The relative
rights, preferences
and
limitations of Series A Preferred Stock are as follows: (a)
Dividends.
(i)
Each holder of shares of shares of Series
A Preferred Stock shall be
entitled
to receive, for each share of Series A
Preferred Stock registered in
his name
on the stock transfer books of the Corporation, when and if declared
by
the Corporation's Board
of Directors out
of assets legally available for
payment,
a cumulative dividend at the rate of $.24 per share per
annum, payable
quarterly
on March 1, June 1, September 1 and December 1 of each
year, (a) in
cash for the first four quarterly payments commencing June
1, 1991 and
thereafter (b)
in cash or shares of Common Stock having
an equivalent Fair
Market
Value (as hereinafter defined), at the option of the Corporation.
(ii)
"Fair Market Value" of a share of Common Stock shall mean the
average
of the
closing bid and asked prices of the
Common Stock for the ten business
days preceding such
payment date. If there is no trading market
during such
periods, then
the Fair Market Value of a share of the
Common Stock shall be
determined
in good faith by the Corporation's Board of
Directors, which shall
take into
consideration factors such as the book value of the Common Stock,
the
earnings
of the Corporation and the market price of shares of other companies
in
similar
businesses in relation to the earnings of such companies.
(iii)
Dividends shall cease to accrue on shares of Series A Preferred
Stock
that
are redeemed pursuant to Paragraph 4 hereof as of the date
fixed for such
redemption.
(iv)
So long as any shares of Series A Preferred Stock are
outstanding, no
dividends shall
be paid or declared and set apart
for payment, nor shall any
other
distribution be made, on the Common Stock, or on any other stock junior
to
the
Series A Preferred Stock as to dividends (other than
dividends payable in
Preferred
Stock, Common Stock or other stock junior to Series A Preferred
Stock
both as
to dividends
and distribution upon liquidation), unless
dividends on
Series A
Preferred Stock for the current dividend period and all
past dividend
periods
shall have been paid or declared and set apart for payment.
(v)
So long as any shares of Series A Preferred Stock
are outstanding, no
shares of
any stock on a parity with or junior to Series A Preferred Stock
shall
be purchased, redeemed or otherwise acquired
by the Corporation or by any
subsidiary,
nor shall any funds be set aside or made available for any
purchase,
retirement or
sinking fund for the purchase
or redemption of any stock on a
parity with
or junior to Series
A Preferred Stock, unless dividends on
the
Series A
Preferred Stock for the current dividend period and all
past dividend
periods
shall have been paid or declared and set apart for payment.
(vi)
Subject to the foregoing provisio ns, such dividends (payable in
cash,
property
or stock junior to Series A Preferred Stock) as may
be determined by
the Board
of Directors may be declared and paid from time to time on the
shares
of
any stock junior to Series A Preferred Stock, without any right of
participation
therein by the holders of Series A Preferred Stock.
(vii) Accrued
and unpaid dividends on Series A Preferred Stock shall
not
bear
interest.
(viii)
In case dividends on the Series A Preferred Stock for any
dividend
period in
which they are payable are not paid in
full, all shares of Series A
Preferred
Stock and all shares of any other series of Preferred Stock ranking
as
to
dividends on a parity with Series A Preferred Stock shall participate
ratably
in the
payment of dividends for such period in proportion to the full amounts
of
dividends
for such period to which they are respectively entitled.
(b)
Conversion.
(i)
Each share of Series A Preferred Stock shall
be convertible at the
option of
the holder thereof into two (2) fully paid
and non-assessable shares
of Common
Stock, subject to adjustment as hereinafter provided, upon
surrender
to
the Corporation of
the certificate or certificate for
the shares to be
converted, together with
such form of notice of election to convert as may be
provided from
time to time by the Corporation. The number of shares of
Common
Stock deliverable upon conversion of
a share of Series A Preferred Stock is
hereinafter
sometimes called the "Conversion Rate."
(ii)
Any holder of shares of the Series
A Preferred Stock desiring to
convert
such shares shall deliver the certificates representing the shares to
be
converted, duly
endorsed in blank, to the Secretary of the Corporation (at
the
office of
the Corporation located in Great Neck, New York, or if there be
none,
then the
office of the transfer agent of the Corporation's Common
Stock) along
with
written notice (the "Conversion Notice") to the Secretary that such
holder
desires
to convert his series A
Preferred Stock represented by
the enclosed
certificates, or
any portion thereof, into Common Stock. Upon
receipt by the
Secretary
of a duly endorsed certificate or certificates representing the
Series
A
Preferred Stock and a
Conversion Notice, the Corporation shall,
as soon as
practicable thereafter, (i)
cause to be issued to the holder that number
of
whole
shares of Common Stock issuable upon
conversion (with fractional shares
rounded
up to the nearest whole number) to the person
or persons entitled to
receive
the same. The right to convert shares of Series A Preferred Stock
shall
cease
and terminate on the close of business on the
date preceding the date
fixed for
the redemption of such shares, unless default shall be made in
payment
of the
Redemption Price (as defined in paragraph (c)), in which case such
right
of
conversion shall be revived and continue until the Redemption Price
has been
paid.
(iii)
If the Corporation at any time subdivides (by any stock
split, stock
dividend, recapitalization
or otherwise) one or more classes of its outstanding
shares of
Common Stock into a greater number of shares, the
Conversion Rate in
effect immediately
prior to such subdivision will
be proportionately reduced,
and
if the Corporation at
any time combines (by reverse stock split or
otherwise)
into a smaller number of its outstanding shares of Common Stock
into
a smaller
number of shares, the Conversion Rate in
effect immediately prior to
such
combination will be proportionately
increased; provided, however, that no
adjustment shall
be made if all changes in the Conversion Rate since the
last
such
change are less than 2% in the aggregate. Immediately upon an adjustment
of
the
Conversion Rate, the Company will give written notice thereof to all
holders
of Series
A Preferred Stock.
(iv)
Any capital reorganization, reclassification, consolidation, merger
or
sale of all or substantially all
of
the Corporation's assets to another
corporation that
is effected in such a way that holders of
Common Stock are
entitled
to receive (either directly or
upon subsequent liquidation) stock,
securities
or assets with respect to or in exchange for Common Stock is
referred
to herein
as an "Organic Change". Prior to
the consummation of any Organic
Change,
the Corporation will make appropriate provisions to insure that each
of
the holders of
Series
A Preferred Stock will thereafter have
the right to
acquire
and receive, in lieu of or in addition to the
shares of Common Stock
immediately theretofore acquirable
and receivable upon the conversion of such
holder's
Series A Preferred Stock, such shares of stock, securities or assets
as
such
holder would have received in connection with such
Organic Change if such
holder
had converted his Series A
Preferred Stock immediately prior to
such
Organic Change. In
any such case, the board of Directors of the Corporation in
good
faith will make appropriate provisions to insure that the provisions
hereby
applicable
to the Series A Preferred Stock will thereafter be applicable to
the
Series A Preferred Stock. The Corporation will not effect any such
consolidation, merger
or sale, unless prior to the
consummation thereof, the
successor corporation (if other than the Corporation) resulting from
consolidation or
merger or the corporation purchasing such
assets assumes by
written
instrument, the obligation to deliver to each such holder such shares
of
the
stock, securities or assets as, in accordance with the foregoing
provisions,
such holder
may be entitled to
acquire. The Corporation shall
give written
notice to
the holders of Series A Preferred Stock at least 20 days prior to
the
date on
which any Organic Change will take place.
(v)
If any event occurs of the type contemplated by the provisions of
this
paragraph (b), but
not expressly provided for by
such provisions, then the
Corporation's Board
of Directors shall make
an appropriate adjustment in the
Conversion
Rate so as to protect the rights of the holders of Series A
Preferred
Stock.
(vi)
The Corporation will give written notice to all
holders of Series A
Preferred Stock at
least 20 days prior to the date on
which the Corporation
closes its books or takes
a record (A) with respect to
any dividend or
distribution upon
Common Stock, (B) with respect to any pro
rata subscription
offer to
the holders of Common Stock or (C) for determining rights to vote
with
respect
to any Organic Change, dissolution or liquidation.
(vii)
The Corporation shall not be required to issue
fractional shares of
Common
Stock upon conversion of Series A Preferred Stock. If more than one
share
of Series
A Preferred Stock shall be surrendered for conversion at
one time by
the
same holder, the number of
full shares which shall
be issuable upon
conversion thereof
shall be computed on the basis of the Conversion Rate
with
respect
to all shares (or specified portions thereof)
so surrendered. If any
fraction
of a share of Common Stock would, except for
the provisions of this
paragraph, be issuable
on the conversion of any shares of Series A
Preferred
Stock,
the Corporation shall be rounded up to the nearest whole number.
(c) Redemption. The Corporation may
redeem shares of Series A Preferred
Stock by
paying on the date set for redemption (the "Redemption Date") an
amount
(the
"Redemption Price") equal to the sum of (x) $2.00 for each such share to
be
redeemed
plus (y) all accumulated and unpaid dividends (if any)
thereon to the
Redemption Date
as provided in paragraph (b) above, subject to
the following
terms and
conditions:
(i)
The Corporation may redeem any or
all shares of Series A Preferred
Stock
issued and outstanding at any time after their date of issuance.
(ii)
The Corporation shall give notice (the
"Redemption Notice") not more
than
sixty (60) days and not less than thirty (30) days prior to
the Redemption
Date by
first class United States mail to
each holder of record of shares of
Series A
Preferred Stock call
for redemption (the "Redeemed Shares")
at his
address
appearing on the stock transfer books of the Corporation.
(iii)
If the Corporation redeems less than all of the
shares of Series A
Preferred Stock, the Corporation, in
its absolute discretion, either shall
designate
by lot in a manner determined by the Board of Directors the shares
to
be
redeemed or shall effect
such redemption ratably. The Corporation
may not
redeem any shares
of shares of Series
A Preferred Stock unless all unpaid
dividends with respect
to all shares of Series
A Preferred Stock issued and
outstanding
have been paid in full on or before the Redemption Date.
(iv)
The Corporation may pay the Redemption Price for any
Redeemed Shares
from the
surplus and stated capital of the Corporation, but no such
redemption
shall be
made if the Corporation would thereby
become insolvent or, if stated
capital
is used, the redemption would reduce the net assets of
the Corporation
below the
stated capital remaining after giving effect to
the cancellation of
the
Redeemed Shares.
(v)
If less than all of the shares of Series A Preferred
Stock represented
by any
surrendered certificate are redeemed, the Corporation shall issue to
the
record holder
of such shares a
new certificate representing the unredeemed
shares. If
a Redemption Notice shall have been duly given and
if on the
Redemption
Date funds necessary for the redemption shall have been reserved
and
made
available for payment of the Redemption Price of all Redeemed
Shares, then
any
dividends with respect to Redeemed Shares shall cease to be earned after
the
Redemption Date
and all rights with respect to the Redeemed Shares shall
cease
on
the Redemption Date (except for the
right of holders Redeemed Shares to
receive
the Redemption Price for such shares).
(d)
Voting Rights. Holders of Series A Preferred Stock shall have no
voting
rights.
(e)
Preemptive Rights. Holders of Series A
Preferred Stock shall have no
preemptive
rights.
(f)
Liquidation Rights. Upon liquidation, dissolution or winding up of
the
Corporation,
whether voluntary or involuntary, each holder of shares of Series A
Preferred Stock
shall be entitled to receive from the assets of the Corporation
an
amount equal to the sum of (x) $2.00 for each of Series
A Preferred Stock
recorded
in his name on the stock transfer books of the Corporation plus (y)
an
amount
equal to the accumulated and unpaid dividends to the date of such
payment
with respect to
such shares of Series
A Preferred Stock, as provided in
paragraph (c) above, and
no more, before any payments shall be made or
any
assets distributed to
holders of shares of
Common Stock. If, upon any such
liquidation, dissolution or
winding up of the Corporation, the assets of
the
Corporation shall
be insufficient to pay the holders of shares of the Series
A
Preferred Stock
all amounts payable pursuant to
the immediately preceding
sentence, then
all remaining assets of the Corporation shall
be distributed
ratably
to holders of the shares of the Series A Preferred Stock. Upon any
such
liquidation, dissolution
or winding up, and after all amounts due to holders of
the
shares of Series A Preferred Stock are either paid or reserved for
payment,
the
holders of shares of Common Stock shall be entitled to
receive ratably any
remaining
assets of the Corporation.
FOURTH: The
governing board of the Corporation shall be styled as a "Board
of
Directors," and any member of said Board shall be styled as a
"Director."
The
number of members constituting the first Board
of Directors of the
Corporation
is three, and the names and the post office box or street
addresses,
either
residence or business, of such members are as follows:
<PAGE>
Name Address
Vlado P.
Hreljanovic 111
Great Neck Road
Suite
604
Great
Neck, New York 11021
Peter W.
Feldman 777
Yamato Road
Suite
135
Boca
Raton, Florida 33134
Harold A.
Horowitz 111
Great Neck Road
Suite
604
Great
Neck, New York 11021
The
number of directors of the Corporation may be increased or decreased
in
the
manner provided in the By-Laws of the Corporation; provided, that the
number
of
directors shall never by less than one. In the
interim between election of
directors
by stockholders entitled to vote, all vacancies, including
vacancies
caused by
an increase in the number
of directors and including vacancies
resulting from
the removal of directors by
the stockholders entitled to vote
which are
not filled by such stockholders, may
be filled by the remaining
directors,
though less than a quorum.
FIFTH:
The name and the business street address of the incorporator
signing
these
Articles of Incorporation are as follows:
Name Address
Eric
Honick,
Esq. Snow
Becker Krauss P. C.
605
Third Avenue
New
York, NY 10158
SIXTH:
The Corporation shall have perpetual existence.
SEVENTH: The
personal liability of the directors of
the Corporation is
hereby eliminated
to the fullest extent permitted by the General Corpo
ration
Law of
the State of Nevada, as the same may be amended and supplemented.
EIGHTH: The affirmative vote
of the holders of not less than 80% of the
outstanding
shares of "Voting Stock" (as hereinafter defined) of the
Corporation
shall be required for the approval or authorization of any "Business
Combination"
(as hereinafter defined); provided, however,
that the 80% voting
requirement
referred to above shall not be applicable if:
(1)
The Board of Directors of the Corporation by a vote of not less than
a
majority
of the directors then holding office: (a) expressly approved in
advance
the
acquisition of outstanding shares of Voting Stock of
the Corporation that
caused
the Related Person (as hereinafter defined) to become a
Related Person;
or (b)
approved the Business Combination prior to the Related Person involved
in
the
Business Combination having become a Related Person; or
(2)
The Business Combination is solely between the Corporation and
another
corporation,
100% of the Voting Stock of which is owned, directly or indirectly,
by the
Corporation.
For the
purposes of this Paragraph:
(1) The term "Business Combination" shall mean (a) any merger or
consolidation of
the Corporation or a subsidiary with or into a Related Person;
(b) any
sale, lease, exchange, mortgage, pledge, transfer or other
disposition,
of all or
any "Substantial Part" (as hereinafter defined) of the
assets either
of the
Corporation (including, without limitation, any
voting securities of a
subsidiary)
or of a subsidiary, to or with a Related Person; (c) the issuance
or
transfer
by the Corporation or
a subsidiary (other than by way of a pro rata
distribution to
all shareholders) of any securities of
the Corporation or a
subsidiary
of the Corporation to a Related Person; (d)
any reclassification of
securities (including any reverse stock split)
or recapitalization by the
Corporation, the
effect of which would be to increase the voting power (whether
or not
currently exercisable) of the
Related Person; (e) the adoption of any
plan or
proposal for the liquidation or dissolution of the
Corporation proposed
by or
on behalf of
a Related Person; (f) any series or combination of
transactions having, directly or indirectly, the
same effect as any of the
foregoing; and
(g) any agreement, contract or
other arrangement providing,
directly
or indirectly, for any of the foregoing.
(2)
The term "Related Person" shall mean
and include any individual,
corporation,
partnership or other "person" or "group" of persons or entities (as
such
terms are used on December 18, 1996 in Rule 13d of the
Securities Exchange
Act
of 1934, as amended (the "Exchange Act"), and the "Affiliates" and
"Associates" (as
such terms are defined on December 18, 1996 in Rule 12b-2
of
the
Exchange Act) of any
such individual, corporation, partnership or
other
person or
group of persons, which individually or
together is the "Beneficial
Owner"
(as defined on December 18, 1996 in Rule 13d-3 and
Rule 14d-l(b)(4) of
the Exchange Act)
in the aggregate of 10% or more of
the outstanding Voting
Stock of
the Corporation, but the term "Related Person"
shall not include the
Corporation, any
employee benefit plan(s) sponsored by the Corporation, or
any
person or
entity who held such beneficial ownership prior to December 18,
1996.
(3)
Any person or group that has the right
to acquire any shares of the
Voting
Stock of the Corporation pursuant to any agreement, or upon the
exercise
of conversion rights, warrants
or options, or otherwise, shall be deemed
a
Beneficial Owner
for purposes of determining whether such
person or group,
individually or together with
its Affiliates and Associates, is a
Related
Person.
(4)
The term "Substantial Part" shall mean more
than 5% of the recorded
value of
the total assets of the entity in question as of the end of the
fiscal
year
ending prior to the time the determination is being made or, in the case
of
Voting
Stock of a subsidiary of the Corporation, 10% or more of the
outstanding
shares of
such subsidiary's Voting Stock.
(5)
The term "Voting Stock" shall mean
all outstanding shares of capital
stock of the Corporation entitled to vote generally in
the election of
directors, and
each reference to a proportion of shares of Voting Stock
shall
refer to
shares having such proportion to the number of
shares entitled to be
cast.
(6)
The provisions set forth in this
Article SEVENTH may not be amended,
altered, changed, repealed, or
rescinded in any respect unless such action is
approved by
the affirmative vote of
the holders of not less than 80% of all
shares of stock of
the Corporation entitled to vote in
the election of
directors.
NINTH:
The Corporation may engage in any lawful activity.
TENTH: The Corporation reserves
the right to
amend, alter, change, or
repeal
any provision contained in these Articles of Incorporation in the
manner
now or hereafter prescribed by statute, and all rights conferred upon
stockholders
herein are granted subject to this reservation.
IN
WITNESS WHEREOF, I do hereby execute these Articles of Incorporation
on
January
16, 1997.
Eric
Honick
<PAGE>
STATE OF
NEW YORK )
)
ss.:
COUNTY OF
NEW YORK )
On
this 16th day of January 1997, personally appeared before
me, a Notary
Public in
and for the State and County aforesaid, Eric Honick, known to me to
be
the person described in and who executed the foregoing Articles of
Incorporation, and
who acknowledged to me that he executed the same freely
and
voluntarily
and for the uses and purposes therein mentioned.
WITNESS
my hand and official seal, the day and year first above written.