<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1996
REGISTRATION NO. 333-10483
===============================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------
AMENDMENT NO. 1
to
FORM SB-2
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
------
ROOM PLUS, INC.
(Name of small business issuer in its charter)
New York 5700 11-2622051
(State or jurisdiction of (Primary Standard I.R.S. Employer
incorporation or Industrial Classification Identification No.)
organization) Code Number)
91 Michigan Avenue
Paterson, New Jersey 07503
(201) 523-4600
(Address and telephone number of principal executive offices)
(Address of principal place of business or
intended principal place of business)
Marc Zucker
Chairman and Chief Executive Officer
Room Plus, Inc.
91 Michigan Avenue
Paterson, New Jersey 07503
(201) 523-4600
(Name, address and telephone number of agent for service)
------
Copies of Communications to:
C. Kenneth Shank, Esq. Jay M. Kaplowitz, Esq.
Wilentz, Goldman & Spitzer, P.A. Gersten, Savage, Kaplowitz & Curtin, LLP
90 Woodbridge Center Drive 575 Lexington Avenue
Woodbridge, New Jersey 07095 New York, New York 10022
(908) 855-6145 (212) 752-9700
------
Approximate date of proposed sale to the public: As soon as practicable
after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
==============================================================================
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form SB-2 and authorized this
registration statement to be signed on its behalf by the undersigned, in the
City of Paterson, State of New Jersey, on August 28, 1996.
ROOM PLUS, INC.
By: /s/ Marc Zucker
-----------------------------------
Marc Zucker
Chairman and Chief Executive Officer
II-7
<PAGE>
POWER OF ATTORNEY
In accordance with the requirements of the Securities Act of 1933, this
Amendment No. 1 to the registration statement has been signed by the
following persons in the capacities and on the dates stated.
/s/ Marc Zucker Dated: August 28, 1996
- ------------------------------------
Marc Zucker
Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ William Halpern* Dated: August 28, 1996
- ------------------------------------
William Halpern
Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Allan Socher* Dated: August 28, 1996
- ------------------------------------
Allan Socher
Director, President and
Director of Marketing
/s/ Theodore Shapiro* Dated: August 28, 1996
- ------------------------------------
Theodore Shapiro
Director, Executive Vice President
and Director of Manufacturing
/s/ Edmund J. McCormick, Jr.* Dated: August 28, 1996
- ------------------------------------
Edmund J. McCormick, Jr.
Director
*By: /s/ Marc Zucker
- ------------------------------------
Marc Zucker
Attorney-in-fact
II-8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Page
----------- -------------------------------------------------------------------------------------- --------
<S> <C> <C>
*1 Form of Underwriting Agreement among the Company, the holders of the Directors Shares
and The Thornwater Company, L.P.
3.1 Certificate of Incorporation of the Company, as amended(CE)
**3.2 Restated and Amended By-laws of the Company
*4.1 Form of Representative Warrant Agreement between the Company and The Thornwater
Company, L.P., with form of Warrant attached
*4.2 Form of Warrant Agreement between the Company and American Stock Transfer & Trust
Company, with form of Warrant attached
**4.3 Form of Warrant issued by the Company to Allan J. Socher, Theodore Shapiro, Marc I.
Zucker and Kirlin Securities Corp.
**4.4 Form of Warrant issued by the Company to Mark Rubin
*5 Opinion of Wilentz, Goldman & Spitzer, P.A.
*10.1 Employment Agreement dated June 16, 1995 between the Company and Allan J. Socher
*10.2 Employment Agreement dated June 16, 1995 between the Company and Theodore Shapiro
*10.3 Employment Agreement dated June 16, 1995 between the Company and Marc I. Zucker
**10.4 Lease dated June 1, 1984 between M&S Realty Company and Bunk Trunk Manufacturing
Company, Inc., as amended on December 1, 1988 and January 2, 1996(P)
**10.5 Lease dated June 6, 1996 between Milford Management Corp., as agent, and the
Company(P)
**10.6 Lease dated November 1, 1991 between Dilstan Realty Corporation and Room Plus
Furniture of Westchester, Inc.(P)
**10.7 Indenture of Lease dated October 1, 1988 between Daper Realty, Inc. and RPF Holding
Corporation(P)
**10.8 Lease dated June 1, 1983 between Hannon's and the Company, as modified by an Extension
of Lease dated July 31, 1993(P)
**10.9 Agreement of Lease dated August 9, 1985 between Patrician Equities Corp. and Room Plus
Furniture of East Brunswick, as modified by a Lease Extension Agreement dated August
25, 1995(P)
**10.10 Lease dated August 26, 1987 between County Glen Associates and Room Plus Furniture,
Inc.(P)
**10.11 Agreement of Lease between Austin Mall Associates and Room Plus Furniture of Forest
Hills, Inc.(P)
**10.12 Sublease Agreement dated February 5, 1988 between NYNEX Business Information Systems
Company and RPF Holding Corporation, as modified by a letter agreement dated March 25,
1993(P)
**10.13 Shopping Center Agreement of Lease dated October 1, 1995 between Alexander Carpet
Company and the Company(P)
**10.14 Lease dated November 21, 1995 between 205/215 Lexington Limited Partnership and the
Company(P)
**10.15 Assignment of Lease dated June 26, 1996 between Reliable Broadway, Inc. and the
Company(P)
**10.16 Lease dated January 11, 1996 between Comalgri Holding Corp. and the Company(P)
**11 Calculation of Net Income (Loss) per Common Share
**23.1 Consent of Ehrenkrantz and Company
**23.2 Consent of Wilentz, Goldman & Spitzer, P.A. (included in Exhibit 5)
**24 Power of Attorney (included in the Registration Statement following the signature
page)
**27 Financial Data Schedule
</TABLE>
- ------
* To be filed by amendment
** Previously filed
(P) Exhibit is filed in paper pursuant to a continuing hardship exemption.
(CE) Electronic confirming copy of Exhibit is filed pursuant to a temporary
hardship exemption
<PAGE>
THIS DOCUMENT IS A COPY OF THE CERTIFICATE OF INCORPORATION, AS AMENDED,
OF ROOM PLUS, INC. FILED ON AUGUST 20, 1996 PURSUANT TO A RULE 201
TEMPORARY HARDSHIP EXEMPTION.
CERTIFICATE OF INCORPORATION
OF
RPF HOLDING CORP.
Under Section 402 of the
Business Corporation Law
------------------------------------------------------------------------------
The undersigned, natural persons of the age of eighteen years
or over, desiring to form a corporation pursuant to the provisions of the
Business Corporation Law of the State of New York, hereby certify as follows:
FIRST: The name of the corporation is RPF HOLDING CORP.
SECOND: The purposes for which it is formed are as follows:
To acquire by subscription, purchase or otherwise, to
hold for investment or for resale; to sell, pledge, hypothecate and in all ways
deal with: stocks, shares, script, bonds, consols, debentures, mortgages, notes,
trust receipts, certificates of indebtedness, interim receipts and other
obligations and securities or corporations, private, public quasipublic or
municipal, foreign or domestic, and real and personal property of all kinds. To
collect the interest and dividends on its holdings and the principal thereof
when due. To do all things suitable and proper for the protection, conservation
or enhancement of the value of stocks, shares, securities, evidences of
indebtedness or other properties held by it, including the exercise of the
rights to vote thereon. To bid upon the purchase at foreclosure or at other
sales, whether public or private, real property and rights or interest therein
of all kinds.
This corporation may purchase, acquire, hold and dispose
of the stocks, shares, bonds and other evidence of indebtedness of any
corporation, domestic or foreign, and issue in exchange therefor its shares,
bonds or other obligations.
To purchase, manufacture, produce, assemble, receive,
lease, or in any manner, acquire, hold, own, use, operate, install, maintain,
service, repair,
<PAGE>
process, alter, improve, import, export, sell, lease, assign, transfer and
generally to trade in and with, raw materials, natural or manufactured articles
or products, machinery, equipment, devices, systems, parts, supplies, apparatus
and personal property of every kind, nature or description, tangible or
intangible, used or capable of being used for any purpose whatsoever and to
engage and participate in any mercantile, manufacturing or trading business of
any kind or character.
To purchase, receive, lease or otherwise acquire and to
manage, hold, own, use, improve, convey, sell, mortgage, or otherwise deal in
and with lands, buildings and real property of every description, or any
interest therein.
To adopt, apply for, obtain, register, purchase, lease or
otherwise acquire and to maintain, protect, hold, use, own, exercise, develop,
manufacture under, operate and introduce, and to sell and grant licenses or
other rights in respect of, assign or otherwise dispose of, turn to account, or
in any manner, deal with and contract with references to, any trade marks, trade
names, patents, patent rights, concessions, franchises, designs, copyrights and
distinctive marks and rights analogous thereto, and inventions, devices,
improvements, processes, recipes, formulae and the like, including such thereof
as may be covered by, used in connection with, or secured or received under,
Letters of Patent of the United States of America or elsewhere or otherwise, and
any licenses in respect thereof and any or all rights connected therewith or
appertaining thereto.
In furtherance of its corporate business and subject to
the limitations prescribed by statute, to acquire by purchase, exchange or
otherwise, all or any part of, or any interest in, the properties, assets,
business and goodwill of any one or more corporations, associations,
partnerships, firms, syndicates or individuals and to pay for the same in cash,
property or its own or other securities; to hold, operate, reorganize,
liquidate, mortgage, pledge, sell, exchange, or in any manner, dispose of the
whole or any part thereof; and in connection therewith, to assume or guarantee
performance of any liabilities, obligations or contracts of corporations,
associations, partnerships, firms, syndicates or individuals, and to conduct in
any lawful manner the whole or any part of any similar business thus acquired.
To acquire or become interested in, whether by
subscription, purchase, underwriting, loan, participation in syndicates or
otherwise, to own, hold, to sell, assign or otherwise dispose of, or in any
manner, to deal in or with stocks, bonds, debentures, warrants, rights, scrip,
notes, evidences of indebtedness or other securities or obligations of any kind
by whomsoever issued, to exercise in respect thereof all powers and privileges
of individual ownership or interest therein, including, the right to vote
thereon for any and all purposes; to consent, or otherwise act with respect
thereto, without limitations; and to issue in exchange therefor the
corporation's stock, bonds, debentures, warrants, rights, scrip, notes,
evidences of indebtedness or other securities or obligations of any kind.
-2-
<PAGE>
To borrow money for its corporate purposes, and to make,
accept, endorse, execute and issue promissory notes, bills of exchange, bonds,
debentures or other obligations from time to time, for the purchase of property,
or for any purpose relating to the business of the corporation, and if deemed
proper, to secure the payment of any such obligations by mortgage, pledge,
guarantee, deed of trust or otherwise.
To lend its uninvested funds from time to time to such
extent, on such terms and on such security, if any, as the Board of Directors of
the corporation may determine.
In furtherance of its corporate business and subject to
the limitations prescribed by statute, to be a promoter, partner, member,
associate or manager of other business enterprises or ventures, or to the extent
permitted in any other jurisdiction to be an incorporator of other corporations
of any type or kind and to organize, or in any way participate in the
organization, reorganization, merger or liquidation of any corporation,
association or venture and the management thereof.
Subject to the limitations prescribed by statute and in
furtherance of its corporate business, to pay pensions, establish and carry out
pension, profit sharing, share bonus, share purchase, share option, savings,
thrift and other retirement, incentive and benefit plans, trusts and provisions
for any or all of its directors, officers and employees.
To conduct its business in all or any of its branches, so
far as permitted by law, in the State of New York and in all other states of the
United States of America, in the territories and the District of Columbia and in
any or all dependencies or possessions of the United States of America, and in
foreign countries; and to hold, possess, purchase, lease, mortgage and covey
real and personal property and to maintain offices and agencies either within or
outside the State of New York.
To carry out all or any part of the foregoing purposes as
principal, factor, agent, broker, contractor or otherwise either alone or in
conjunction with any persons, firms, associations, corporations or others in any
part of the world; and in carrying on its business and for the purpose of
attaining or furthering any of its purposes, to make and perform contracts of
any kind and description, and to do anything and everything necessary, suitable,
convenient or proper for the accomplishment of any of the purposes herein
enumerated.
For the accomplishment of the aforesaid purposes, and in
furtherance thereof, the corporation shall have and may exercise all of the
powers conferred by the Business Corporation Law upon corporations formed
thereunder, subject to any limitations contained in Article 2 of said law or in
accordance with the provisions of any other statute of the State of New York.
-3-
<PAGE>
THIRD: The office of the corporation in the State of New York
shall be located in the Town of North Hempstead, County of Nassau.
FOURTH: The aggregate number of shares which the corporation
shall have authority to issue is two hundred (200) shares, all of which are
without par value.
FIFTH: The Secretary of State is designated as the agent of
the corporation upon whom process against the corporation may be served, and the
address to which the Secretary of State shall mail a copy of any process against
the corporation served upon him is c/o Stillman Herz and Austin, 300 Garden City
Plaza, Suite 538, Garden City, New York 11530.
SIXTH: The shareholders, or the Board of Directors of the
corporation without the assent or vote of the shareholders, shall have the power
to adopt, alter, amend or repeal the By-Laws of the corporation.
IN WITNESS WHEREOF, we hereunto sign our names and affirm that
the statements made herein are true under the penalties of perjury, this 23rd
day of March, 1982.
Name Address
/s/ MARK SKUBICKI 9 East 40th Street
----------------------------- New York, NY 10016
Mark Skubicki - Incorporator
/s/ MARIA SILVESTRI 9 East 40th Street
----------------------------- New York, NY 10016
Mark Skubicki - Incorporator
-4-
<PAGE>
CERTIFICATE OF MERGER
OF
BUNK TRUNK MANUFACTURING COMPANY, INC.,
A NEW JERSEY CORPORATION
INTO
RPF HOLDING CORP.,
A NEW YORK CORPORATION
(Under Section 904 of the New York Business Corporation Law)
The undersigned corporations, having adopted a Plan of Merger
(the "Plan") pursuant to the provisions of Section 14A:10-1 et seq. of the New
Jersey Business Corporation Act and Section 901 et seq. of the New York Business
Corporation Law, pursuant to which Bunk Trunk Manufacturing Company, Inc., a New
Jersey corporation ("BTMCI"), shall be merged with and into RPF Holding Corp., a
New York corporation ("RPFHC"), hereby certify as follows:
1. Merger. Upon the filing of this Certificate of Merger with
the New York Department of State , BTMCI shall be deemed to have merged with and
into RPFHC (the "Merger"), with RPFHC being the surviving corporation
(hereinafter referred to as the "Surviving Corporation"). The name of the
Surviving Corporation shall be "RPF Holding Corp."
2. Number of Shares Entitled to Vote. The number of common
shares of BTMCI entitled to vote on the Plan was one hundred (100). The number
of shares of common stock of the Surviving Corporation entitled to vote on the
-1-
<PAGE>
Plan was twenty (20). Neither BTMCI nor the Surviving Corporation has any other
class or series of stock entitled to vote on the Plan. None of the shares of
stock of either BTMCI or RPFHC is subject to change prior to the effective date
of the Merger.
3. Date of Filing of Certificates of Incorporation. The date the
Certificate of Incorporation of BTMCI was filed with the Secretary of State of
New Jersey is March 23, 1984. The date the Certificate of Incorporation of the
Surviving Corporation was filed by the Department of State of the State of New
York is March 24, 1982. BTMCI has never filed an application for authority to do
business in the State of New York.
4. Certificate of Incorporation of Surviving Corporation. The
Certificate of Incorporation of RPFHC shall be the Certificate of Incorporation
of the Surviving Corporation until otherwise altered or amended.
5. Amendment to Certificate of Incorporation of Surviving
Corporation. The following is a statement of an amendment to the Certificate of
Incorporation of the Surviving Corporation to be effected by the merger:
The Certificate of Incorporation of RPF Holding Corp. shall be
amended to change the name of the corporation. To accomplish
said amendment, Article FIRST of the Certificate of
Incorporation of the Corporation relating to the name of the
corporation, shall be stricken out in its entirety, and the
following new Article FIRST shall be substituted therefor:
"FIRST: The name of the corporation is TAM Industries, Inc."
-2-
<PAGE>
6. Authorization of Plan.
a) The Merger was approved by the Board of Directors of BTMCI
without a meeting by unanimous written consent of all the members of the Board
of Directors pursuant to Section 14A:6-7.1 of the New Jersey Business
Corporation Act.
b) A plan was approved by the Board of Directors of the
Surviving Corporation without a meeting by unanimous written consent of all the
members of the Board of Directors pursuant to Section 708 of the New York
Business Corporation Law.
c) Approval of the Plan by the shareholders of BTMCI was given
without a meeting by unanimous written consent pursuant to Section 14A:5-6 of
the New Jersey Business Corporation Act. The number of shares that voted in
favor of the Plan and represented by said consent of the shareholders of BTMCI
was one hundred (100). No shares were voted against the Plan.
d) Approval of the Plan by the shareholders of the Surviving
Corporation was given without a meeting by unanimous written consent pursuant to
Section 615 of the New York Business Corporation Law. The number of shares that
voted in favor of the Plan and represented by said consent of shareholders of
the Surviving Corporation was twenty (20). No shares were voted against the
Plan.
7. Effective Date. The Merger shall become effective in the State of New
York upon filing of this Certificate with the New York Department of State.
-3-
<PAGE>
8. Compliance with All the Laws. The applicable provisions of the laws
of New Jersey, the jurisdiction of incorporation of BTMCI, have or will have
been complied with at the time of the filing of this Certificate of Merger.
IN WITNESS WHEREOF, the undersigned have caused these Articles
of Merger to be executed by their respective authorized officers as of this 17th
day of March, 1995.
BUNK TRUNK MANUFACTURING COMPANY, INC.
By: /s/ Theodore Shapiro
------------------------------
THEODORE SHAPIRO, President
AND
By: /s/ Allan J. Socher
------------------------------
ALLAN J. SOCHER, Secretary
RPF HOLDING CORP.
By: /s/ Allan J. Socher
------------------------------
ALLAN J. SOCHER, President
AND
By: /s/ Theodore Shapiro
------------------------------
THEODORE SHAPIRO, Secretary
-4-
<PAGE>
INDIVIDUAL
STATE OF NEW JERSEY:
:SS.
COUNTY OF PASSAIC :
Theodore Shapiro, being duly sworn, deposes and says that he
is the person who signed the foregoing certificate of merger on behalf of Bunk
Trunk Manufacturing Company, Inc.; that he signed said certificate in the
capacity set opposite or beneath his signature thereon; that he has read the
foregoing certificate and knows the contents thereof; and that the statements
contained therein are true to his own knowledge.
/s/ Theodore Shapiro
------------------------------
THEODORE SHAPIRO, President
Subscribed and sworn to before
me on March 17, 1995
/s/ Mary M. Martin
- -----------------------------
MARY M. MARTIN
Notary Public of New Jersey
My Commission Expires November 13, 1996
<PAGE>
INDIVIDUAL
STATE OF NEW JERSEY:
:SS.
COUNTY OF PASSAIC :
Allan J. Socher, being duly sworn, deposes and says that he is
the person who signed the foregoing certificate of merger on behalf of Bunk
Trunk Manufacturing Company, Inc.; that he signed said certificate in the
capacity set opposite or beneath his signature thereon; that he has read the
foregoing certificate and knows the contents thereof; and that the statements
contained therein are true to his own knowledge.
/s/ Allan J.Socher
------------------------------
ALLAN J. SOCHER, Secretary
Subscribed and sworn to before
me on March 17, 1995
/s/ Mary M. Martin
- ------------------------------
MARY M. MARTIN
Notary Public of New Jersey
My Commission Expires November 13, 1996
<PAGE>
INDIVIDUAL
STATE OF NEW JERSEY:
:SS.
COUNTY OF PASSAIC :
Allan J. Socher, being duly sworn, deposes and says that he is
the person who signed the foregoing certificate of merger on behalf of RPF
Holding Corp.; that he signed said certificate in the capacity set opposite or
beneath his signature thereon; that he has read the foregoing certificate and
knows the contents thereof; and that the statements contained therein are true
to his own knowledge.
/s/ Allan J.Socher
------------------------------
ALLAN J. SOCHER, Secretary
Subscribed and sworn to before
me on March 17, 1995
/s/ Mary M. Martin
- -----------------------------
MARY M. MARTIN
Notary Public of New Jersey
My Commission Expires November 13, 1996
<PAGE>
INDIVIDUAL
STATE OF NEW JERSEY:
:SS.
COUNTY OF PASSAIC :
Theodore Shapiro, being duly sworn, deposes and says that he
is the person who signed the foregoing certificate of merger on behalf of RPF
Holding Corp.; that he signed said certificate in the capacity set opposite or
beneath his signature thereon; that he has read the foregoing certificate and
knows the contents thereof; and that the statements contained therein are true
to his own knowledge.
/s/ Theodore Shapiro
------------------------------
THEODORE SHAPIRO, President
Subscribed and sworn to before
me on March 17, 1995
/s/ Mary M. Martin
MARY M. MARTIN
Notary Public of New Jersey
My Commission Expires November 13, 1996
<PAGE>
Certificate of Amendment to the
Certificate of Incorporation
of
TAM INDUSTRIES, INC.
Under Section 805 of the Business Corporation Law
----------------
FIRST: The name of the corporation is TAM Industries, Inc. The
name under which the corporation was formed is RPF Holding Corp.
SECOND: The certificate of incorporation of the corporation
was filed by the Department of State on March 24, 1982.
THIRD: The amendments of the certificate of incorporation, as
heretofore amended, effected by this certificate of amendment are as follows:
3. To change the name of the corporation; and
4. To change all 200 presently authorized Common shares
without par value of the corporation, 60 of which have been issued, into 200
Common shares with a par value of $.001 each, at a rate of exchange of one for
one for both the issued and unissued shares; and
5. To increase the aggregate number of shares which the
corporation shall have authority to issue by authorizing an additional 9,999,800
shares with a par value of $.001 each and of the same class as the presently
authorized shares, for a total of 10,000,000 Common shares with a par value of
$.001 each.
FOURTH: To accomplish the foregoing amendments, Article FIRST
of the certificate of incorporation of the corporation, relating to the name of
the corporation, and Article FOURTH of said certificate of incorporation,
relating to the aggregate number of shares which the corporation shall have
authority to issue, the par value thereof and the classes into which the shares
are divided, are hereby amended to read as follows:
"FIRST: The name of the corporation is Room Plus, Inc."
and
-1-
<PAGE>
"FOURTH: The aggregate number of shares which
the corporation shall have authority to issue is ten million
(10,000,000) Common shares with a par value of $.001
each."
FIFTH: The amendments of the certificate of incorporation of
the corporation were authorized by the consent in writing of all the members of
the Board of Directors of the corporation, followed by the unanimous written
consent of the holders of all of the outstanding shares of the corporation
entitled to vote on the amendments of the certificate of incorporation.
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.
Dated: June 21, 1995
/s/ Allan J.Socher
------------------------------
ALLAN J. SOCHER, President
/s/ Theodore Shapiro
------------------------------
THEODORE SHAPIRO, Secretary
-2-
<PAGE>
Certificate of Amendment to the
Certificate of Incorporation
of
ROOM PLUS, INC.
Under Section 805 of the Business Corporation Law
----------------
FIRST: The name of the corporation is Room Plus, Inc. The name
under which the corporation was formed is RPF Holding Corp.
SECOND: The certificate of incorporation of the corporation
was filed by the Department of State on March 24, 1982.
THIRD: The amendments of the certificate of incorporation, as
heretofore amended, effected by this certificate of amendment are as follows:
1. To change all 10,000,000 presently authorized Common shares
with a par value of $0.001 per share, 3,500,000 of which have been issued and
6,500,000 of which are unissued, into 7,500,000 Common shares with a par value
of $0.00133 per share, at a rate of exchange of 1 for .75 for both the issued
and unissued shares so that there are 2,625,000 Common shares, par value
$0.00133 per share, issued and 4,875,000 Common shares, par value $0.00133 per
share, unissued; and
2. To increase the aggregate number of shares which the
corporation shall have the authority to issue from 7,500,000 Common shares to
10,000,000 Common shares by authorizing an additional 2,500,000 Common shares
with a par value of $0.00133 per share, for a total of 10,000,000 Common shares
with a par value of $0.00133 per share; and
3. To add a provision to the certificate of incorporation
providing that no holder of any shares of the corporation's stock of any class
shall have any preemptive or other right to subscribe for, purchase or otherwise
receive any shares of stock of any class of the corporation or any securities or
instruments convertible into, exchangeable for, or representing the right to
purchase shares of the corporation's stock of any class; and
4. To add a provision to the certificate of incorporation
providing that directors of the corporation shall not be personally liable to
the corporation or its shareholders for damages for any breach of duty in such
capacity except as otherwise provided by the Business Corporation Law of the
State of New York.
-1-
<PAGE>
FOURTH: To accomplish the foregoing amendments, Article FOURTH
of said certificate of incorporation, relating to the aggregate number of shares
which the corporation shall have authority to issue, the par value thereof and
the classes into which the shares are divided, is hereby amended to read as
follows:
"FOURTH: The aggregate number of shares which
the corporation shall have authority to issue is ten million
(10,000,000) Common shares with a par value of
$.00133 each."
FIFTH: To accomplish the foregoing amendments, a new Article
SEVENTH and a new Article EIGHTH shall be added to such certificate of
incorporation and each such Article shall read as follows:
"SEVENTH: Unless otherwise provided by resolution of the Board
of Directors of the corporation, no holder of any shares of
the corporation shall have a preemptive or other right to
subscribe for, purchase, take or receive any part of any
unissued or additional shares of the corporation of any class,
whether or not hereafter authorized, or of any notes,
debentures, bonds or other securities or instruments
convertible into, exchangeable for, or carrying options or
rights to purchase shares of the corporation, which may be or
are proposed to be issued, optioned or sold by the corporation
at any time, and all such shares or such notes, debentures,
bonds, or other securities or instruments convertible into,
exchangeable for, or carrying options or rights to purchase
shares of the corporation at any time, and from time to time,
to such person or persons and upon such terms and for such
consideration (so far as may be permitted by law) as the Board
of Directors may, in its sole discretion, deem proper and
advisable."
"EIGHTH: A director of the corporation shall not be
personally liable to the corporation or its shareholders for
damages for any breach of duty in such capacity, except
as otherwise provided by the Business Corporation Law
of the State of New York as the same exists or may
hereafter be amended."
SIXTH: The amendments of the certificate of incorporation of
the corporation were authorized by the unanimous vote in favor of such
amendments
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<PAGE>
of all the members of the Board of Directors of the corporation, followed by the
affirmative vote of a majority of the holders of all of the outstanding shares
of the corporation entitled to vote on the amendments of the certificate of
incorporation.
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.
Dated: July 1, 1996
/s/ Allan J.Socher
------------------------------
ALLAN J. SOCHER, President
ATTEST:
/s/ Marc I. Zucker
- ----------------------------
MARC I. ZUCKER, Assistant Secretary
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