Attached files
file | filename |
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8-K - FORM 8-K - DFC GLOBAL CORP. | w84168e8vk.htm |
EX-99.1 - EX-99.1 - DFC GLOBAL CORP. | w84168exv99w1.htm |
Exhibit 3.1
STATE OF DELAWARE
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING DFC GLOBAL CORP.
WITH AND INTO
DOLLAR FINANCIAL CORP.
MERGING DFC GLOBAL CORP.
WITH AND INTO
DOLLAR FINANCIAL CORP.
Pursuant to Section 253 of the General Corporation Law of the State of Delaware, Dollar
Financial Corp., a Delaware corporation (the Corporation), does hereby certify to the following
facts relating to the merger (the Merger) of DFC Global Corp., a Delaware corporation (the
Subsidiary), with and into the Corporation, with the Corporation remaining as the surviving
corporation:
1. The Corporation is incorporated pursuant to the General Corporation Law of the State of
Delaware (DGCL). The Subsidiary is incorporated pursuant to the DGCL.
2. The Corporation owns all of the outstanding shares of each class of capital stock of the
Subsidiary.
3. The Board of Directors of the Corporation, by Resolutions duly adopted on June 24, 2011
(the Resolutions) determined (i) to merge the Subsidiary with and into the Corporation pursuant
to Section 253 of the DGCL, and (ii) effective upon the Merger, to change Corporations name to
DFC Global Corp. A copy of the Resolutions is attached to, and incorporated into, this
Certificate of Ownership and Merger as Exhibit A.
4. The Corporation shall be the surviving corporation of the Merger. The name of the
Corporation shall be amended in the Merger to be DFC Global Corp.
5. The Amended and Restated Certificate of Incorporation of the Corporation as in effect
immediately prior to the effective time of the Merger shall be amended by changing the First
Article so that, as amended, said First Article shall be and read as follows:
FIRST: The name of the Corporation is DFC Global Corp. (hereinafter referred to as
the Corporation).
The Amended and Restated Certificate of Incorporation, as so amended, shall be the Amended and
Restated Certificate of Incorporation of the Corporation.
6. This Certificate of Ownership and Merger and the Merger shall become effective at 6:00 p.m.
on August 24, 2011.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be
executed by its duly authorized officer this 24th day of August, 2011.
DOLLAR FINANCIAL CORP. |
||||
By: | /s/ Roy W. Hibberd | |||
Roy W. Hibberd | ||||
Senior Vice President, General Counsel and Secretary |
EXHIBIT A
RESOLUTIONS OF THE BOARD OF DIRECTORS OF DOLLAR FINANCIAL CORP.
ADOPTED AT A MEETING ON JUNE 24, 2011
ADOPTED AT A MEETING ON JUNE 24, 2011
WHEREAS, the Board of Directors of Dollar Financial Corp. (the Corporation) deems it to be
advisable and in the best interest of the Corporation and its stockholders for the Corporation to
be renamed DFC Global Corp. by effecting a merger between DFC Global Corp., a newly-formed
Delaware corporation that is a wholly-owned subsidiary of the Corporation (the Subsidiary), and
the Corporation.
NOW, THEREFORE, BE IT RESOLVED, that, pursuant to Section 253 of the General Corporation Law
of the State of Delaware, the Subsidiary shall merge (the Merger) with and into the Corporation,
with the Corporation being the surviving corporation of such Merger; and be it further
RESOLVED, that it is intended that the Merger qualify as a tax-free reorganization under
Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended, and that these resolutions
constitute a plan of reorganization within the meaning of Section 368; and be it further
RESOLVED, that the Merger shall become effective at the time the Certificate of Ownership and
Merger of the Subsidiary with and into the Corporation incorporating these resolutions (the
Certificate of Ownership and Merger) is filed with the Secretary of State of the State of
Delaware (the Effective Time); and be it further
RESOLVED, that, the Chairman of the Board and Chief Executive Officer of the Corporation and
each Executive Vice President and Senior Vice President of the Company (collectively, the
Authorized Officers) is authorized, at such time as determined by the Chairman of the Board and
Chief Executive Officer of the Corporation, to (i) make and execute the Certificate of Ownership
and Merger and (ii) file the same in the office of the Secretary of State of the State of Delaware;
and be it further
RESOLVED, that at the Effective Time, (i) the Corporation shall assume all of the Subsidiarys
liabilities and obligations, (ii) the identity, existence, rights, privileges, powers, franchises,
properties and assets of the Corporation shall continue unaffected and unimpaired by the Merger,
and (iii) the identity and separate existence of the Subsidiary shall cease, and all of the rights,
privileges, powers, franchises, properties and assets of the Subsidiary shall be vested in the
Corporation; and be it further
RESOLVED, that by virtue of the Merger and without any action on the part of the holder
thereof, each then outstanding or treasury share of capital stock of the Corporation shall
remain unchanged and continue to remain outstanding or held in treasury, respectively, as one
share of capital stock of the Corporation, held by the person who was the holder of such share of
capital stock of the Corporation immediately prior to the Merger; and be it further
RESOLVED, that by virtue of the Merger and without any action on the part of the holder
thereof, each then outstanding share of common stock of the Subsidiary shall be cancelled and no
consideration shall be issued in respect thereof; and be it further
RESOLVED, that, at the Effective Time, the Article FIRST of the Certificate of Incorporation
of the Corporation shall be amended in its entirety to read as follows:
FIRST: The name of the corporation is DFC Global Corp. (hereinafter referred to as
the Corporation).
; and be it further
RESOLVED, that, effective immediately following the Effective Time, the bylaws of the
Corporation shall be amended by deleting the name Dollar Financial Corp. from the heading thereof
and substituting therefor the name DFC Global Corp.; and be it further
RESOLVED, that in connection with changing the Corporations name, each Authorized Officer is
authorized, in the name and on behalf of the Corporation, to enter into any agreements with the
office of the Secretary of State of the State of Delaware, and to make and execute such additional
certificates and to file the same in the office of the Secretary of State of the State of Delaware,
in each case as may, in the officers judgment, be required or advisable; and be it further
RESOLVED, that, after the Effective Time, each Authorized Officer is hereby authorized, in the
name and on behalf of the Corporation, to prepare, execute and file a listing application or
supplemental listing application, and such other documents, and to take such steps, as may be
necessary or desirable, with the Nasdaq Stock Market and if such officer determines it required or
advisable, any other exchanges on which the Corporation has listed securities, to reflect the
change in the Corporations name; and be it further
RESOLVED, that, after the Effective Time, each Authorized Officer is hereby authorized, in the
name and on behalf of the Corporation, to apply to, and to take such steps and to execute such
documents as may be required or desirable to, change the name in which the Corporation is qualified
to do business, in such jurisdictions as it is qualified, to reflect the change in the
Corporations name; and be it further
RESOLVED, that each Authorized Officer is hereby authorized, in the name and on behalf of the
Corporation, to prepare, execute and file such documents, and to take such steps, as may be
necessary or desirable, to reflect the change in the Corporations name; and be it further
RESOLVED, that all actions to be taken or heretofore taken by any officer or agent of the
Corporation in connection with any matter referred to or contemplated by any of the foregoing
resolutions be, and they hereby are, approved, ratified and confirmed in all respects; and be it
further
RESOLVED, that, at any time prior to the Effective Time, the Merger may be amended, modified,
terminated or abandoned by action of the Board of Directors of the Corporation; and be it further
RESOLVED, that each Authorized Officer is authorized to do all acts and things and to sign,
seal, execute, acknowledge, file, deliver and record all papers, instruments, agreements, documents
and certificates, and to pay all charges, fees, taxes and other expenses, from time to time
necessary, desirable or appropriate, in the officers judgment, to be done, signed, sealed,
executed, acknowledged, filed, delivered, recorded or paid, under any applicable law, or otherwise,
and to certify as having been adopted by this Board of Directors any form of resolution required by
any law, regulation or agency, in order to effectuate the purpose of the foregoing resolutions or
any of them or to carry out the transactions contemplated hereby.