Attached files
file | filename |
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S-1 - MAINBODY - Dragon's Lair Holdings, Inc. | mainbody.htm |
EX-5.1 - EX51 - Dragon's Lair Holdings, Inc. | ex51.htm |
EX-3.2 - EX32 - Dragon's Lair Holdings, Inc. | ex32.htm |
EX-4.1 - EX41 - Dragon's Lair Holdings, Inc. | ex41.htm |
EX-21.1 - EX211 - Dragon's Lair Holdings, Inc. | ex211.htm |
EX-23.1 - EX231 - Dragon's Lair Holdings, Inc. | ex231.htm |
EX-10.1 - EX101 - Dragon's Lair Holdings, Inc. | ex101.htm |
EX-23.2 - EX232 - Dragon's Lair Holdings, Inc. | ex232.htm |
EX-10.2 - EX102 - Dragon's Lair Holdings, Inc. | ex102.htm |
Exhibit
3.1
ARTICLES
OF INCORPORATION
OF
Four
Star Holdings, Inc
ARTICLE
1
NAME
The name
of the Corporation is FOUR STAR HOLDINGS,
INC.
ARTICLE
2
PURPOSE
The
purpose or purposes of the Corporation shall be to engage in any lawful act or
activity for which corporations may be organized under the Florida Business
Corporation Act.
ARTICLE
3
CAPITAL
STOCK
Section
1. The Corporation shall be authorized to issue 115,000,000 shares of
capital stock, of which 100,000,000 shares shall be common stock, no par value
per share (“Common Stock”), and 15,000,000 shares shall be preferred stock, par
value $.001 per share (“Preferred Stock”).
Section
2. The Preferred Stock may be issued from time to time in one or more series.
The Board of Directors of the Corporation (the “Board of Directors”) is hereby
authorized to provide for the issuance of shares of Preferred Stock in series
and to establish from time to time the number of shares to be included in each
such series, and to fix the designation, powers, privileges, preferences and
rights of the shares of each such series and the qualifications, limitations and
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
designation of the series, which may be by distinguishing number, letter or
title;
(b) the
number of shares of the series, which number the Board of Directors may
thereafter (except where otherwise provided in the Preferred Stock Designation)
increase or decrease (but not below the number of shares thereof then
outstanding);
(c) whether
dividends, if any, shall be cumulative or noncumulative, and, in the case of
shares of any series having cumulative dividend rights, the date or dates or
method of determining the date or dates from which dividends on the shares of
such series shall be cumulative;
(d) the
rate of any dividends (or method of determining such dividends) payable to the
holders of the shares of such series, any conditions upon which such dividends
shall be paid and the date or dates or the method for determining the date or
dates upon which such dividends shall be payable;
(e) the
price or prices (or method of determining such price or prices) at which, the
form of payment of such price or prices (which may be cash, property or rights,
including securities of the same or another corporation or other entity) for
which, the period or periods within which and the terms and conditions upon
which the shares of such series may be redeemed, in whole or in part, at the
option of the Corporation or at the option of the holder or holders thereof or
upon the happening of a specified event or events, if any;
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(f) the
obligation, if any, of the Corporation to purchase or redeem shares of such
series pursuant to a sinking fund or otherwise and the price or prices at which,
the form of payment of such price or prices (which may be cash, property or
rights, including securities of the same or another corporation or other entity)
for which, the period or periods within which and the terms and conditions upon
which the shares of such series shall be redeemed or purchased, in whole or in
part, pursuant to such obligation;
(g) the
amount payable out of the assets of the Corporation to the holders of shares of
the series in the event of any voluntary or involuntary liquidation,
dissolution, reorganization or winding up of the affairs of the
Corporation;
(h) provisions,
if any, for the conversion or exchange of the shares of such series, at any time
or times at the option of the holder or holders thereof or at the option of the
Corporation or upon the happening of a specified event or events, into shares of
any other class or classes or any other series of the same or any other class or
classes of stock, or any other security, of the Corporation, or any other
corporation or other entity, and the price or prices or rate or rates of
conversion or exchange and any adjustments applicable thereto, and all other
terms and conditions upon which such conversion or exchange may be
made;
(i) restrictions
on the issuance of shares of the same series or of any other class or series, if
any; and
(j) the
voting rights, if any, of the holders of shares of the series.
Section
3. Series A
Convertible Preferred Stock. Series A Convertible Preferred
Stock is hereby created out of the authorized but unissued shares of the
authorized Preferred Stock of the Corporation, such series to be designated
Series A Convertible Preferred Stock and having the voting, dividend,
conversion, priorities, preferences and relative and other rights and
qualifications, limitations and restrictions set
forth as
follows:
(a) Designation and
Amount. 500,000 shares of the Corporation’s authorized but
undesignated preferred stock shall be designated as Series A Convertible
Preferred Stock (the “Series A Convertible Preferred Stock”). The
Series A Convertible Preferred Stock shall have a stated value of $10.00 per
share (the “Original Series A Convertible Issue Price”).
(b) Rank. The
Series A Convertible Preferred Stock shall rank: (i) junior to any
other class or series of capital stock of the Corporation hereafter created
specifically ranking by its terms senior to the Series A Convertible Preferred
Stock (collectively, the "Senior Securities"); (ii) prior to all of the
Corporation's Common Stock (“Common Stock”); (iii) prior to any class or series
of capital stock of the Corporation hereafter created specifically ranking by
its terms junior to any Series A Convertible Preferred Stock (collectively, with
the Common Stock, “Junior Securities”); and (iv) on parity with any class or
series of capital stock of the Corporation hereafter created specifically
ranking by its terms on parity with the Series A Convertible Preferred Stock
(“Parity Securities”) in each case as to distributions of assets upon
liquidation,
dissolution
or winding up of the Corporation, whether voluntary or involuntary (all such
distributions being referred to collectively as “Distributions”).
(c) Dividends. In
the event any dividend or other distribution payable in cash or other property
(other than shares of Common Stock of the Corporation) is declared on the Common
Stock, each Holder of shares of Series A Convertible Preferred Stock on the
record date for such dividend or distribution shall be entitled to receive per
share on the date of payment or distribution of such dividend or other
distribution the amount of cash or property equal to the cash or property which
would be received by the Holders of the number of shares of Common Stock into
which such share of Series A Convertible Preferred Stock would be converted
pursuant to subsection 3(e) hereof immediately prior to such record
date.
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(d) Liquidation
Preference.
(i)
In the event of any liquidation, dissolution or winding up of the Corporation
(“Liquidation Event”), either voluntary or involuntary, the Holders of shares of
Series A Convertible Preferred Stock shall be entitled to receive, immediately
after any distributions to Senior Securities required by the Corporation’s
Articles of Incorporation or any Articles of designation, and prior in
preference to any distribution to Junior Securities but in parity with any
distribution to Parity Securities, an amount per share equal to the sum of (i)
$10.00 and (ii) all accrued and unpaid dividends thereon and no more. If upon
the occurrence of such event, and after payment in full of the preferential
amounts with respect to the Senior Securities, the assets and funds available to
be distributed among the Holders of the Series A Convertible Preferred Stock and
Parity Securities shall be insufficient to permit the payment to such Holders of
the full preferential amounts due to the Holders of the Series A Convertible
Preferred Stock and the Parity Securities, respectively, then the entire assets
and funds of the Corporation legally available for distribution shall be
distributed among the Holders of the Series A Convertible Preferred Stock and
the Parity Securities, pro rata, based on the respective liquidation amounts to
which the Holders of each such series are entitled by the Corporation's Articles
of Incorporation and any certificate(s) of designation relating
thereto.
(ii) Upon
the completion of the distribution required by subsection 3(d)(i), if assets
remain in this Corporation, they shall be distributed to holders of Junior
Securities.
(e) Conversion. The
record Holders of the Series A Convertible Preferred
Stock shall have conversion rights as follows (the “Conversion
Rights”):
(i) Holders Right to
Convert. Each record Holder of Series A Convertible Preferred
Stock shall be entitled to convert (in multiples of one preferred
share)
any or all of the shares of Series A Convertible Preferred Stock held by such
Holder at any time into two hundred sixty (260) fully paid and non-assessable
share of Common Stock of the Corporation (the “Conversion Price”) subject to
adjustment as set forth below.
(ii) Mechanics of
Conversion. Before any holder of Series A Convertible
Preferred Stock shall be entitled to convert the same into shares of
Common
Stock, he
shall surrender the certificate or certificates therefor, duly endorsed, at the
office of the Corporation or of any transfer agent for the Common Stock, and
shall give written notice to the Corporation (the “Notice of Conversion”) at
such office that he elects to convert the same and shall state therein the
number of shares of Series A Convertible Preferred Stock being
converted. Thereupon the Corporation shall promptly issue and deliver
at such office to such holder of Series A Convertible Preferred Stock a
certificate or certificates for the number of shares of Common Stock to which he
shall be entitled. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender of the
shares of Series A Convertible Preferred Stock to be converted, and the person
or persons entitled to receive the shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such shares of Common Stock on such date.
(iii) Lost or Stolen
Certificates. Upon receipt by the Corporation of evidence of the loss,
theft, destruction or mutilation of any Series A Convertible Preferred Stock
Certificates, and (in the case of loss, theft or destruction) of indemnity or
security reasonably satisfactory to the Corporation and its Transfer Agent, and
upon surrender and cancellation of the Series A Convertible Preferred Stock
Certificate(s), if mutilated, the Corporation shall execute and deliver new
Series A Convertible Preferred Stock Certificate(s) of like tenor and date.
However, Corporation shall not be obligated to re-issue such lost or stolen
Series A Convertible Preferred Stock Certificates if Holder contemporaneously
requests Corporation to convert such Series A Convertible Preferred Stock into
Common Stock.
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(iv) No Fractional Shares.
If any conversion of the Series A Convertible Preferred Stock would create a
fractional share of Common Stock to a holder or a right to acquire a fractional
share of Common Stock, such fractional share shall be disregarded and the number
of shares of Common Stock issuable upon conversion, shall be the next higher
number of shares, or the Corporation may at its option pay cash equal to fair
value of the fractional share based on the fair market value of one share of the
Corporation’s Common Stock on the date of conversion, as determined in good
faith by the Board of Directors.
(v) Reservation of Stock
Issuable Upon Conversion. The Corporation shall at all times reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the conversion of the Series A Convertible
Preferred Stock, such number of its shares of Common Stock as shall from time to
time be sufficient to effect the conversion of all then outstanding Series A
Convertible Preferred Stock; and if at any time the number of authorized but
unissued shares of Common Stock shall not be sufficient to effect the conversion
of all then outstanding shares of Series A Convertible Preferred Stock, the
Corporation will immediately take such corporate action as may be necessary to
increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purpose.
(vi) Adjustment to Conversion
Price.
(A) Adjustment Due to Stock
Split, Stock Dividend, Etc. If, prior to the conversion of all of the
Series A Convertible Preferred Stock, the number of outstanding shares of Common
Stock is increased by a stock split, stock dividend, or other similar event, the
Conversion Price and number of shares of Common Stock issuable on conversion
shall be proportionately reduced, or if the number of outstanding shares of
Common Stock is decreased by a combination or reclassification of shares, or
other similar event, the Conversion Price shall be proportionately
increased.
(B) Adjustment Due to Merger,
Consolidation, Etc. If, prior to the conversion of all Series A
Convertible Preferred Stock, there shall be any merger, consolidation, exchange
of shares, recapitalization, reorganization, or other similar event, as a result
of which shares of Common Stock of the Corporation shall be changed into the
same or a different number of shares of the same or another class or classes of
stock or securities of the Corporation or another entity (each a “Business
Combination Event”), then the Holders of Series A Convertible Preferred Stock
shall thereafter have the right to receive upon conversion of Series A
Convertible Preferred Stock, upon the basis and upon the terms and conditions
specified herein and in lieu of the shares of Common Stock immediately
theretofore issuable upon conversion, such stock, securities and/or other assets
which the Holder would have been entitled to receive in such transaction had the
Series A Convertible Preferred Stock been converted immediately prior to such
transaction, and in any such case appropriate provisions shall be made with
respect to the rights and interests of the Holders of the Series A Convertible
Preferred Stock to the end that the provisions hereof (including, without
limitation, provisions for the adjustment of the Conversion Price and of the
number of shares issuable upon conversion of the Series A Convertible Preferred
Stock) shall thereafter be applicable, as nearly as may be practicable in
relation to any securities thereafter deliverable upon the exercise
hereof.
(C) No Fractional Shares.
If any adjustment under this subsection 3(e)(vi) would require the issuance of a
fractional share of Common Stock to a holder, such fractional share shall be
disregarded and the number of shares of Common Stock
issuable upon conversion shall be the next higher full number of
shares.
(f) Voting
Rights. To the extent that under Florida Law the vote of the
Holders of the Series A Convertible Preferred Stock, voting separately as a
class, is required to authorize a given action of the Corporation, the
affirmative vote or consent of the Holders of at least a majority of the shares
of the Series A Convertible Preferred Stock represented at a duly held meeting
at which a quorum is present or by written consent of a majority of the shares
of Series A Convertible Preferred Stock (except as otherwise may be required
under Florida Law) shall constitute the approval of such action by the class.
The Holders of the Series A Convertible Preferred Stock are entitled to vote on
all matters with the holders of the Corporation's Common Stock, voting together
as one
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class.
Each share of Series A Convertible Preferred Stock shall be entitled to a number
of votes equal to the number of shares of Common Stock into which it is then
convertible using the record date for the taking of such vote of stockholders as
the date as of which the Conversion Rate is calculated. Holders of
the Series A Convertible Preferred Stock shall be entitled to notice of all
shareholder meetings or written consents with respect to which they would be
entitled to vote, which notice would be provided pursuant to the Corporation’s
by-laws and applicable statutes.
(g) Status of Converted
Stock. Any shares of Series A Convertible Preferred Stock
which have not been issued within two years following the filing of these
Articles or which have been redeemed or converted shall return to the status of
authorized but unissued Preferred Stock of no designated series.
ARTICLE
4
RIGHT
TO AMEND OR REPEAL ARTICLES
The
Corporation reserves the right to amend, alter, change or repeal any provision
contained in these Articles of Incorporation or any amendment hereto, in the
manner now or hereafter prescribed by statute, and all rights and powers herein
conferred on shareholders are granted subject to this reserved
power.
ARTICLE
5
INDEMNIFICATION
OF DIRECTORS, OFFICERS AND
OTHER
AUTHORIZED REPRESENTATIVES
Section
1. Indemnification. The
Corporation shall indemnify its officers, directors, employees and agents
against liabilities, damages, settlements and expenses (including attorneys’
fees) incurred in connection with the Corporation's affairs, and shall advance
such expenses to any such officers, directors, employees and agents, to the
fullest extent permitted by law. The right to indemnification and the payment of
expenses shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Articles of Incorporation,
Bylaw, agreement, vote of shareholders or disinterested Directors or
otherwise.
Section
2. Effect
of Modification. Any repeal or modification of any provision
of this Article 5 by the shareholders of the Corporation shall not adversely
affect any right to protection of a director, officer, employee or agent of the
Corporation existing at the time of such repeal or modification.
Section
3. Liability
Insurance. The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who 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 to another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against liability under the provision of this Article
5.
Section
4. No
Rights of Subrogation. Indemnification hereunder and under the
Bylaws shall be a personal right and the Corporation shall have no liability
under this Article 5 to any insurer or any person, corporation, partnership,
association, trust or other entity (other than the heirs, executors or
administrators of such person) by reason of subrogation, assignment or
succession by any other means to the claim of any person to indemnification
hereunder or under the Corporation’s Bylaws.
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ARTICLE
6
SEVERABILITY
In the
event any provision (including any provision within a single article, section,
paragraph or sentence) of these Articles should be determined by a court of
competent jurisdiction to be invalid, prohibited or unenforceable for any
reason, the remaining provisions and parts hereof shall not be in any way
impaired and shall remain in full force and effect and enforceable to the
fullest extent permitted by law.
ARTICLE
7
PRINCIPAL
OFFICE, REGISTERED OFFICE, REGISTERED AGENT
The
address of the principal office of this Corporation is: 785 N.E. 83rd
Terrace, Miami, Florida 33138. The address of the initial registered
office of this Corporation is 854 NE 78th
Street, Boca Raton, Florida 33487, and the name of the initial registered agent
of this Corporation at that address is Michael H. Hoffman, Esq. The
undersigned is familiar with and accepts the duties and obligations as
registered agent for this Corporation.
ARTICLE
8
INCORPORATOR
The
name and address of the person signing these Articles is Michael H. Hoffman, 854
NE 78th
Street, Boca Raton, Florida 33487.
ARTICLE
9
ELECTIONS
The
Corporation expressly elects not to be governed by Section 607.0901 of the
Florida Business Corporation Act, as amended from time to time, related to
affiliated transactions. The corporation expressly elects not to be governed by
Section 607.0902 of the Florida Business Corporation Act, as amended from time
to time, related to control share acquisitions.
IN WITNESS THEREOF, the
undersigned subscriber has executed these Articles of Incorporation on this
4th day
of October, 2007.
By:
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/s/ Bobby
Smith
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Bobby
Smith Jr.
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Chairman
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