Attached files
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| 8-K - 8-K - Attis Industries Inc. | v202965_8k.htm |
Exhibit
3(i).1
RESTATED
CERTIFICATE OF INCORPORATION
OF
BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.
(Pursuant
to Section 807 of the Business Corporation Law)
FIRST: The
name of the corporation is Brooklyn Cheesecake & Desserts Company,
Inc. The name under which the corporation was formed was CIP,
Inc.
SECOND: The
certificate of incorporation of the corporation was filed by the Department of
State on November 12, 1993.
THIRD: The
certificate of incorporation, as heretofore amended, is hereby amended or
changed to effect one or more of the amendments or changes authorized by the
Business Corporation Law, to wit:
1 To
increase the aggregate number of shares which the corporation shall have
authority to issue by authorizing Forty Five Million (45,000,000) additional
shares of common stock, par value $.025 per share.
2 To
increase the aggregate number of shares which the corporation shall have
authority to issue by authorizing Three Million (3,000,000) additional shares of
preferred stock, par value $.001 per share.
3. To
decrease the aggregate number of issued and outstanding shares of common stock,
par value $.025 per share, after giving effect to the increase in authorized
shares of common stock set forth above by effecting a reverse split of the
issued and outstanding shares of the corporation’s common stock on the basis of
one (1) share of common stock, par value $.025 per share, for each seven (7)
shares of common stock, par value $.025 per share, issued and outstanding on the
date this Restated Certificate of Incorporation is filed with the Department of
State of the State of New York. After giving effect to the amendments
set forth above and the reverse split to be effected hereby, the total number of
shares that the corporation will be authorized to issue will be increased from
32,000,000 to Eighty Million (80,000,000), of which Seventy Five Million
(75,000,000) shares will be as classified as common stock, par value $.025 per
share, and Five Million (5,000,000) shares will be classified as preferred
stock, par value $.001 per share. Of the Seventy-Five Million (75,000,000)
shares of common stock, the issued and outstanding will be reduced from
7,974,445 to 1,139,208 (subject to rounding on account of fractional shares) and
the unissued will be increased from 22,025,555 shares to 73,860,792
shares. The reverse split shall have no effect on the par value of
either the issued and outstanding shares of common stock or the unissued shares
of common stock.
FOURTH: To
accomplish the foregoing amendments, Article FOURTH of the certificate of
incorporation of the corporation, relating to the shares that the
corporation shall have authority to issue is hereby amended to read as set forth
in the same numbered article of the certificate of incorporation of the
corporation as hereinafter restated.
FIFTH: The
restatement of the certificate of incorporation of the corporation herein
provided for was authorized by the vote of the holders of at least a majority of
all of the outstanding shares of the corporation entitled to vote on the
restatement of the certificate of incorporation.
SIXTH: Effective
upon the filing of this Restated Certificate of Incorporation, the text of the
certificate of incorporation of the corporation is hereby restated as further
amended or changed herein to read as follows:
FIRST:
The name of the corporation is BROOKLYN CHEESECAKE
& DESSERTS COMPANY, INC.
SECOND:
The Corporation is formed for following purpose or purposes:
To engage
in any lawful act or activity for which corporations may be
organized under the Business Corporation Law, provided that the
corporation is not formed to engage in any act or activity requiring
the consent or approval or any state official, department, board
or agency, or other body without such consent or approval first being
obtained.
THIRD:
The office of the corporation is to be located in the County
of Westchester, State of New York.
FOURTH:
The aggregate number of shares which the corporation shall
have authority to issue shall be Eighty Million (80,000,000) shares,
as follows:
a. Common
Stock: Of the total authorized capital stock, the corporation shall
have the authority to issue Seventy Five Million (75,000,000) shares having a
par value of $.025 each, which shares shall be designated “Common
Stock”.
b.
Preferred Stock: The corporation shall have authority to issue Five
Million (5,000,000) shares with the par value of one mil ($0.001) each, which
shares shall be designated “Preferred Stock”.
A. Shares
of Preferred stock may be issued from time to time in one
or more series, each series to have distinctive
serial designations, as shall hereafter be determined for the issuance of such
Preferred Stock, from time to time, adopted by the
Board of Directors pursuant to authority so to do, which is hereby vested in the
Board of Directors, which resolutions shall
be filed with the Department of State of the State
of New York as required by law.
B Each
series of Preferred stock
(i) may
have such number of shares;
(ii) may
have such voting powers, full or limited, or may be without voting
powers;
(iii) may
be subject to redemption at such time or times and at such prices;
(iv) may
be entitled to receive dividends (which may be cumulative or noncumulative) at
such rate or rates, on such conditions, from such date or dates, and at such
times, and payable in preference to, or in such relation to, the dividends
payable on any other class or classes or series of stock;
(v) may
have such rights upon the dissolution of, or upon any distribution of, the
assets of the corporation;
(vi) may
be convertible into, or exchangeable for, shares of any other class or classes
or of any other series of the same or any other class or classes of stock of the
corporation at such price or prices or at such rates of exchange, and with such
adjustments;
(vii) may
be entitled to the benefit of a sinking fund or purchase fund, to be applied to
the purchase or redemption of shares of such series;
(viii)
may be entitled to the benefit of conditions and restrictions upon the creation
of indebtedness of this corporation or any subsidiary, upon the
issuance of any additional stock (including additional shares of such series or
o f any other series), and upon the payment of dividends or the making of other
distributions on, and the purchase, redemption or other acquisition by this
corporation or any subsidiary of any outstanding stock of this corporation;
and
(ix) may
have such other relative, participation, optional or other rights,
qualifications, all as shall be stated in said resolution or resolutions
providing for the issuance of such Preferred Stock. Except where otherwise set
forth in the resolution or resolutions adopted by the Board of
Directors providing for the issuance of any series of Preferred Stock, the
number of shares comprising such series may be increased or decreased (but not
below the number of shares then outstanding) from time to time by like action of
the Board of Directors.
C. Shares
of any series of Preferred Stock which have been
redeemed (whether through the operation of a
sinking fund or otherwise) or purchased by the
corporation, or which, if convertible or exchangeable, have been converted into
or exchanged for shares of stock of any other class or
classes, shall have the status of authorized and
unissued shares of Preferred Stock and may be
reissued as part of the series of which they were, subject to the conditions or
restrictions on issuance set forth in the resolution or
resolutions adopted by the Board of Directors
providing for the issuance of any series
of Preferred Stock and subject to any filing
required by law.
FIFTH: The
Secretary of State is designated as the agent of the corporation upon whom
service of process against the corporation may be served. The post
office address within the State of New York to which the Secretary of State
shall mail a copy of any service of process against the corporation served upon
him is National Registered Agents, Inc., 875 Avenue of the Americas, Suite 501.,
New York, NY 10001.
SIXTH: The
duration of the corporation is to be perpetual.
SEVENTH: No
holder of any shares of any class of the corporation shall be entitled to any
right to subscribe for, purchase or otherwise acquire any shares of any class of
thecorporation which the corporation proposes to issue or any rights or options
which the corporation proposes to grant for the purchase of shares of any class
of the corporation or for the purchase of any shares, bonds, securities or
obligations of the corporation which are convertible into or exchangeable for,
or which carry any right to subscribe for, purchase or otherwise acquire shares
of any class of the corporation, whether now or hereafter authorized or created,
may be issued or reissued or transferred if the same have been
reacquired and have treasury status, and any and all of such rights and options
may be granted by the Board of Directors to such persons, firms, corporations,
and associations, and for such lawful consideration, and on such terms as the
Board of Directors in its discretion may determine, without first offering the
same, or any thereof, to any said holder. Without limiting the
generality of the foregoing stated denial of any and all preemptive rights, no
holder of shares of any class of the corporation shall have any preemptive
rights in respect of the matters, proceedings, or transactions specified in
Section 622 of the Business Corporation Law.
EIGHTH: The
corporation shall, to the fullest extent permitted by Article 7 of the Business
Corporation Law, as the same may be amended and supplemented, indemnify any and
all persons whom it shall have the power to indemnify under said Article from
andagainst any and all of the expenses, liabilities, or other matters referred
to in or covered by said Article, and the indemnification provided for herein
shall not be deemed exclusive of any other rights to which any person may be
entitled under any By-Law, resolution of shareholders, resolution of directors,
agreement or otherwise, as permitted by said Article, as to action in any
capacity in which such person served at the request of the
corporation.
NINTH: The
personal liability of the directors of the corporation is eliminated to the
fullest extent permitted by the provisions of paragraph (b) of Section 402 of
the Business Corporation Law, as the same may be amended and
supplemented.
IN
WITNESS WHEREOF, we have subscribed this document on the date set forth below
and do hereby affirm, under the penalties of perjury, that the statements
contained therein have been examined by us and are true and
correct.
Executed
on this 15th day of November, 2010,
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s/s Anthony J. Merante
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Anthony
J. Merante, President
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s/s Nancy De LaRosa
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Nancy
De LaRosa, Secretary
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RESTATED
CERTIFICATE OF INCORPORATION
OF
BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.
(Pursuant
to Section 807 of the Business Corporation Law)
Filer:
Name
Brooklyn
Cheesecake & Desserts Company, Inc.
Address
c/o
Anthony J. Merante
2070
Central Park Avenue
Yonkers,
New York 10710