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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-B
FOR REGISTRATION OF SECURITIES OF
CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Dynamic International, Ltd.
(Exact Name of Registrant as Specified in its Charter)
Nevada 93-1215401
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
58 Second Avenue, Brooklyn NY 11215
(Address of Principal Executive Offices) (Zip Code)
Securities to be Registered pursuant to Section 12(b) of the Act:
(Title of Each Class (Name of Each Exchange on Which
to be so Registered) Each Class is to be Registered)
None
Securities to be Registered Pursuant to Section 12(g) of the Act:
Common Stock
(Title of Class)
(Title of Class)
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ITEM 1. GENERAL INFORMATION.
(a) Registrant was incorporated on July 29, 1996 in the State
of Nevada.
(b) Registrant's fiscal year ends April 30.
ITEM 2. TRANSACTION OF SUCCESSION.
(a) Registrant's predecessor was Dynamic Classics, Ltd., a
Delaware corporation ("DCL").
(b) Effective August 5, 1996, DCL merged with and into Registrant for
the sole purpose of changing DCL's state of incorporation from Delaware to
Nevada. The capital structure and balance sheet of the combined entity are
substantially the same as those of DCL prior to the merger. All issued and
outstanding shares of Common Stock of DCL have been exchanged for shares of
Common Stock of Registrant on a one for one basis.
ITEM 3. SECURITIES TO BE REGISTERED.
Registrant is presently authorized to issue 50,000,000 shares of Common
Stock, par value $.001. No Shares have been issued. However, an aggregate of
16,000,000 Shares are expected to be issued in the near future.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
All of the outstanding shares of Common Stock are fully paid, validly
issued and non-assessable. Holders of the Common Stock are entitled to share
equally on a per share basis in such dividends as the Board of Directors may
declare out of funds legally available therefor. Upon liquidation, dissolution
or winding-up of Registrant after payment to creditors and the holders of any
senior securities of Registrant, the assets of Registrant will be divided pro
rata on a per share basis among the holders of the Common Stock. There are no
conversion or redemption privileges nor any sinking fund provisions with respect
to the Common Stock.
Holders of the Common Stock are entitled to cast one vote for each
share held at all stockholders' meetings for all purposes, including the
election of directors. The Common Stock does not have cumulative rights. The
by-laws of Registrant require that only a majority of the issued and
outstanding Common Stock need be represented to constitute a quorum and to
transact business at a stockholders' meeting.
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ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
No financial statements are required to be filed herewith.
(b) Exhibits
(1) Articles of Incorporation of Registrant
(2) Bylaws of Registrant
(3) Specimen of Stock certificate
(4) Merger Agreement
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: September 27, 1996
DYNAMIC INTERNATIONAL, LTD.
By: /s/ Marton Grossman
--------------------------
Marton Grossman, President
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EXHIBIT INDEX
-------------
Exhibit No. Description
----------- -----------
(1) Articles of Incorporation of Registrant
(2) Bylaws of Registrant
(3) Specimen of Stock certificate
(4) Merger Agreement
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Exhibit 1
ARTICLES OF INCORPORATION
(PURSUANT TO NRS 78)
STATE OF NEVADA
SECRETARY OF STATE
1. NAME OF CORPORATION: DYNAMIC INTERNATIONAL, LTD.
2. RESIDENT AGENT: (designated resident agent and his STREET ADDRESS in
Nevada where process may be served)
Name of Resident Agent: THE CORPORATION TRUST COMPANY OF NEVADA
Street Address: One East First Street, Reno, Nevada 89501
Street No. Street Name City Zip
3. SHARES: (number of shares the corporation is authorized to issue) Number
of shares with par value 50,000,000 Par value .001(cent) Number of shares
without par value: -0-
4. GOVERNING BOARD: shall be styled as (check box) /X/ Directors Trustees
The FIRST BOARD OF DIRECTORS shall consist of 1 member(s) and the name(s)
and address(es) is (are) as follows (attach additional pages if necessary)
Marton Grossman 58 Second Avenue, Brooklyn, NY 11215
Name Address
- --------------------------------------------------------------------------------
Name Address
5. PURPOSE (optional - see reverse side) The purpose of the corporation shall
be:
6. OTHER MATTERS: This form includes the nominal statutory requirements to
incorporate under NRS 78. You may attach additional information pursuant
to NRS 78.037 or any other information you deem appropriate. If any of the
additional information is contradictory to this form it cannot be filed
and will be returned to you for correction. Number of pages attached 1 .
7. SIGNATURES OF INCORPORATION: The names and addresses of each of the
incorporators signing the articles: (Attach additional sheets if there are
more than two incorporators)
Richard F. Horowitz
- --------------------------------------------------------------------------------
Name (print) Name (print)
292 Madison Avenue, New York, NY 10017
- --------------------------------------------------------------------------------
Address Address
/S/
- --------------------------------------------------------------------------------
Signature Signature
<TABLE>
<S> <C>
State of New York County Of New York State of County Of
This instrument was acknowledged before me on This instrument was acknowledged
before me on
July 19, , 1996 by
, 19 by Richard F. Horowitz
an incorporator an incorporator
of Dynamic International, Ltd. of
(name of party on behalf of whom instrument was executed) (name of party on behalf of whom
instrument was executed)
/S/_______________________________ ________________________________
Notary Public Signature Notary Public Signature
(affix notary stamp or seal) (affix notary stamp or seal)
</TABLE>
8. CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT
The Corporation Trust Company of Nevada hereby accepts appointment as
Resident Agent for the above named corporation
The Corporation Trust Company of Nevada By:
/S/ 7/29/96
- --------------------------------------------------------------- ---------------
Signature of Resident Agent (NY) (Assistant Secretary) Date
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ATTACHMENT TO ARTICLES OF INCORPORATION
OF
DYNAMIC INDUSTRIES, LTD.
6. OTHER MATTERS: No director of officer of the corporation shall have
any personal liability for damages for breach of fiduciary duty as a director or
officer, provided, however, this provision does not eliminate or limit the
liability of any director or officer for:
(a) Acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law; or
(b) The payment of distributions in violation of NRS
78.300.
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Exhibit 2
BY-LAWS
OF
DYNAMIC INTERNATIONAL, LTD.
(a Nevada Corporation)
ARTICLE I - OFFICES
The office of the Corporation shall be located in the City, and State designated
in the Articles of Incorporation. The Corporation may also maintain offices at
such other places within or without the United States as the Board of Directors
may, from time to time, determine.
ARTICLE II - MEETING OF STOCKHOLDERS
Section 1 - Annual Meetings:
The annual meeting of the stockholders of the Corporation shall be held within
five months after the close of the fiscal year of the Corporation, for the
purpose of electing directors, and transacting such other business as may
properly come before the meeting.
Section 2- Special Meetings:
Special meetings of the stockholders may be called at any time by the Board of
Directors or by the President, and shall be called by the President or the
Secretary at the written request of the holders of a majority of the shares then
outstanding, and entitled to vote thereat, or as otherwise required under the
provisions of the Nevada Corporations, Partnership and Associations Law.
Section 3 - Place of Meetings:
All meetings of stockholders shall be held at the principal office of the
Corporation, or at such other places as shall be designated in the notices or
waivers of notice of such meetings.
Section 4 - Notice of Meetings:
(a) Except as otherwise provided by Statute, written notice of each meeting of
stockholders, whether annual or special, stating the time when and place where
it is to be held, shall be served either personally or by mail, not less than
ten or more than sixty days before the meeting, upon each shareholder of record
entitled to vote at such meeting, and to any other shareholder to whom the
giving of notice may be required by law. Notice of a special meeting shall also
state the purpose or purposes or purposes for which the meeting is called, and
shall indicate that it is being issued by, or at the direction of, the person or
persons calling the meeting. If at any meeting, action is proposed to be taken
that would, if taken, entitle stockholders to receive payment for their shares
pursuant to Statute, the notice of such meeting shall include a statement of
that purpose and to that effect. If mailed, such notice shall be directed to
each such shareholder at his address, as it appears on the records of the
stockholders of the Corporation, unless he shall
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have previously filed with the Secretary of the Corporation a written request
that notices intended for him be mailed to the address designated in such
request.
(b) Notice of any meeting need not be given to any person who may become a
shareholder of record after the mailing of such notice and prior to the meeting,
or to any shareholder who attends such meeting, in person or by proxy, submits a
signed waiver of notice either before or after such meeting. Notice of any
adjourned meeting of stockholders need not be given, unless otherwise required
by statute.
Section 5 - Quorum:
(a) Except as otherwise provided herein, or by statute, or in the Certificate of
Incorporation (such Certificate including any amendments thereto, being
hereinafter collectively referred to as the "Certificate of Incorporation"), at
all meetings of stockholders of the Corporation, the presence at the
commencement of such meetings in person or by proxy of stockholders holding of
record a majority of the total number of shares of the Corporation then issued
and outstanding and entitled to vote, shall be necessary and sufficient to
constitute a quorum for the transaction of any business. The withdrawal of any
shareholder after the commencement of a meeting shall have no effect on the
existence of a quorum, after a quorum has been established at such meeting.
(b) Despite the absence of a quorum at any annual or special meeting of
stockholders, the stockholders, by a majority of the votes cast by the holders
of shares entitled to vote thereon, may adjourn the meeting. At any such
adjourned meeting at which a quorum is present, any business may be transacted
at the meeting as originally called if a quorum had been present.
Section 6 - Voting
(a) Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action, other than the election of directors to be
taken by vote of the stockholders, shall be authorized by a majority of votes
cast at a meeting of stockholders by the holders of shares entitled to vote
thereon.
(b) Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of stockholders, each holder of record of stock
of the Corporation entitled to vote thereat, shall be entitled to one vote for
each share of stock registered in his name on the books of the Corporation.
(c) Each shareholder entitled to vote or to express consent or dissent without a
meeting, may do so by proxy; provided, however, that the instrument authorizing
such proxy to act shall have been executed in writing by the shareholder
himself, or by his attorney-in-fact thereunto duly authorized in writing. No
proxy shall be valid after the expiration of eleven months from the date of its
execution, unless the persons executing it shall have specified therein the
length of time it is to continue in force. Such instrument shall be exhibited to
the Secretary at the meeting and shall be filed with the records of the
Corporation.
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(d) Any resolution in writing, signed by a majority of the stockholders entitled
to vote thereon, shall be and constitute action by such stockholders to the
effect therein expressed, with the same force and effect as if the same had been
duly passed at a duly called meeting of stockholders and such resolution so
signed shall be inserted in the Minute Book of the Corporation under its proper
date.
ARTICLE III - BOARD OF DIRECTORS
Section 1 - Number, Election and Term of Office:
(a) The number of the directors of the Corporation shall be three unless and
until otherwise determined by vote of a majority of the entire Board of
Directors. The number of Directors shall not be less than one.
(b) Except as may otherwise be provided herein or in the Certificate of
Incorporation, the members of the Board of Directors of the Corporation, who
need not be stockholders, shall be elected by a majority of the votes cast at a
meeting of stockholders, by the holders of shares, present in person or by
proxy, entitled to vote in the election.
(c) Each director shall hold office until the annual meeting of the stockholders
next succeeding his election, and until his successor is elected and qualified,
or until his prior death, resignation or removal.
Section 2 - Duties and Powers:
The Board of Directors shall be responsible for the control and management of
the affairs, property and interests of the Corporation, and may exercise all
powers of the Corporation, except as are in the Certificate of Incorporation or
by statute expressly conferred upon or reserved to the stockholders.
Section 3 - Annual and Regular Meetings; Notice:
(a) A regular annual meeting of the Board of Directors shall be held immediately
following the annual meeting of the stockholders, at the place of such annual
meeting of stockholders.
(b) The Board of Directors, from time to time, may provide by resolution for the
holding of other regular meetings of the Board of Directors, and may fix the
time and place thereof.
(c) Notice of any regular meeting of the Board of Directors shall not be
required to he given and, giving, need not specify the purpose of the meeting
provided, however, that in case the Board of Directors shall fix or chance the
time or place of any regular meeting, notice of such action shall be given to
each director who shall not have been present at the meeting, at which such
action was taken within the time limited, and in the manner set forth in
paragraph (b) of Section 4 of this Article 111, with respect to special
meetings, unless such notice shall be waived in the manner set forth in
paragraph (c) of such Section 4.
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Section 4 - Special Meetings; Notice:
(a) Special meetings of the Board of Directors shall be held whenever called by
the President or by one of the directors, at such time and place as may be
specified in the respective notices or waivers of notice thereof.
(b) Except as otherwise required by statute.. notice of special meeting shall be
mailed directly to each director, addressed to him at his residence or usual
place of business, at least two (2) days before the day on which the meeting is
to be held, or shall be sent to him at such place by telegram, fax, radio or
cable, or shall be delivered to him personally or given to him orally, not later
than the day before the day on which the meeting is to be held. A notice, or
waiver of notice, except as required by Section 8 of this Article 111, need not
specify the purpose of the meeting.
(c) Notice of any special meeting shall not be required to be given to any
director who shall attend such meeting, without protesting prior thereto or at
its commencement, the lack of notice to him, or who submits a signed waiver of
notice, whether before or after the meeting. Notice of any adjourned meeting
shall not be required to be given.
Section 5 - Chairman:
At all meetings of the Board of Directors the Chairman of the Board, if any and
if present, shall preside. If there shall be no Chairman, or he shall be absent,
then the President shall preside, and in his absence, a Chairman chosen by the
directors shall preside.
Section 6 - Quorum and Adjournments:
(a) At all meetings of the Board of Directors, the presence of a majority of the
entire Board shall be necessary and sufficient to constitute a quorum for the
transaction of business, except as otherwise provided by law, by the Certificate
of Incorporation, or by these By-Laws.
(b) A majority of the directors present at the time and place of any regular or
special meeting, although less than a quorum, may adjourn the same from time to
time without notice, until a quorum shall be present.
Section 7 - Manner of Acting:
(a) At all meetings of the Board of Directors, each director present shall have
one vote, irrespective of the number of shares of stock, if any, which he may
hold.
(b) Except as otherwise provided by statute, by the Certificate of
Incorporation, or these By-Laws. the action of a majority of the directors
present at any meeting, at which a quorum is present shall be the act of the
Board of Directors. Any action authorized in writing by all of the directors
entitled to vote thereon and filed with the minutes of the corporation shall be
the act of the Board of
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Directors with the same force and effect as if the same had been passed by
unanimous vote at a duly called meeting of the Board.
Section 8 - Vacancies:
Any vacancy in the Board of Directors occurring by reason of an increase in the
number of directors, or by reason of the death, resignation, disqualification,
removal (unless a vacancy created by the removal of a director by the
stockholders shall be filled by the stockholders at the meeting at which the
removal was effected) or inability to act of any director, or otherwise, shall
be filled for the unexpired portion of the term by a majority vote of the
remaining directors, though less than a quorum, at any regular meeting or
special meeting of the Board of Directors called for that purpose.
Section 9 - Resignation:
Any director may resign at any time by giving written notice to the Board of
Directors, the President or the Secretary of the Corporation. Unless otherwise
specified in such written notice, such resignation shall take effect upon
receipt thereof by the Board of Directors or such officer, and the acceptance of
such resignation shall not be necessary to make it effective.
Section 10 - Removal:
Any director may be removed with or without cause at any time by the affirmative
vote of stockholders hold of record in the aggregate at least a majority of the
outstanding shares of the Corporation at a special meeting of the stockholders
called for that purpose, and may be removed for caused by action of the Board.
Section 11 - Salary:
No stated salary shall be paid to directors, as such, for their services, but by
resolution of the Board of Directors a fixed sum and expenses of attendance, if
any, may be allowed for attendance at each regular or special meeting, of the
Board; provided, however, that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving, compensation therefor.
Section 12 - Contracts:
(a) No contract or other transaction between this Corporation and any other
Corporation shall be impaired. affected or invalidated, nor shall any director
be liable in any way by reason of the fact that any one or more of the directors
of this Corporation is or are interested in. or is a director or officer, or are
directors or officers of such other Corporation, provided that such facts are
disclosed or made known to the Board of Directors.
(b) Any director, personally and individually, may be a party to or may be
interested in any contract or transaction of this Corporation, and no director
shall be liable in any way by reason of such interest, provided that the fact of
such interest be disclosed or made known to the Board of Directors, and provided
that the Board
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of Directors shall authorize, approve or ratify such contract or transaction by
the vote (not counting the vote of any such director) of a majority of a quorum,
notwithstanding the presence of any such director at the meeting at which such
action is taken. Such director or directors may be counted in determining the
presence of a quorum at such meeting. This Section shall not be construed to
impair or invalidate or in any way affect any contract or other transaction
which would otherwise be valid under the law (common, statutory or otherwise)
applicable thereto.
Section 13 - Committees:
The Board of Directors, by resolution adopted by a majority of the entire Board,
may from time to time designate from among its members an executive committee
and such other committees, and alternate members thereof, as they deem
desirable, each consisting, of three or more members, with such powers and
authority (to the extent permitted by law) as may be provided in such
resolution. Each such committee shall serve at the pleasure of the Board.
ARTICLE IV - OFFICERS
Section 1 - Number, Qualifications, Election
and Term of Office:
(a) The officers of the Corporation shall consist of a President, a Secretary, a
Treasurer, and such other officers, including a Chairman of the Board of
Directors, and one or more Vice Presidents, as the Board of Directors may from
time to time deem advisable. Any officer other than the Chairman of the Board of
Directors may be, but is not required to be, a director of the Corporation. Any
two or more offices may be held by the same person.
(b) The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
stockholders.
(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding, his election, and until his successor shall have been
elected and qualified, or until his death, resignation or removal.
Section 2 - Resignation:
Any officer may resign at any time by giving written notice of such resignation
to the Board of Directors, or to the President or the Secretary of the
Corporation. Unless otherwise specified in such written notice, such resignation
shall take effect upon receipt thereof by the Board of Directors or by such
officer, and the acceptance of such resignation shall not be necessary to make
it effective.
Section 3 - Removal:
Any officer may be removed, either with or without cause, and a successor
elected by a majority of the Board of Directors at any time.
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Section 4 - Vacancies:
A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by the Board of Directors.
Section 5 - Duties of Officers:
Officers of the Corporation shall, unless otherwise provided by the Board of
Directors, each have such powers and duties as generally pertain to their
respective offices as well as such powers and duties as may be set forth in
these By-laws, or may from time to time be specifically, conferred or imposed by
the Board of Directors.
Section 6 - Sureties and Bonds:
In case the Board of Directors shall so require, any officer, employee or agent
of the Corporation shall execute to the Corporation a bond in such sum, and with
such surety or sureties as the Board of Directors may direct, conditioned upon
the faithful performance of his duties to the Corporation, including
responsibility for negligence and for the accounting for all property, funds or
securities of the Corporation which may come into his hands.
Section 7 - Shares of Other Corporations:
Whenever the Corporation is the holder of shares of any other Corporation, any
right or power of the Corporation as such shareholder (including the attendance,
acting and voting at stockholders' meetings and execution of waivers, consents,
proxies or other instruments) may be exercised on behalf of the Corporation by
the President, any Vice President, or such other person as the Board of
Directors may authorize.
ARTICLE V - SHARES OF STOCK
Section 1 - Certificate of Stock:
(a) The certificates representing shares of the Corporation shall be in such
form as shall be adopted by the Board of Directors, and shall be numbered and
registered in the order issued. They shall bear the holder's name and the number
of shares, and shall be signed by (i) the Chairman of the Board or the President
or a Vice President, and (ii) the Secretary or Treasurer, or any Assistant
Secretary or Assistant Treasurer, and shall bear the corporate seal.
(b) No certificate representing shares shall be issued until the full amount of
consideration therefore has been paid, except as otherwise permitted by law.
(c) To the extent permitted by law. the Board of Directors may authorize the
issuance of certificates for fractions of a share which shall entitle the holder
to exercise voting rights, receive dividends and participate in liquidating,
distributions, in
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proportion to the fractional holdings; or it may authorize the payment in cash
of the fair value of fractions of a share as of the time when those entitled to
receive such fractions are determined; or it may authorize the issuance, subject
to such conditions as may be permitted by law, of scrip in registered or bearer
form over the signature of an officer or agent of the Corporation, exchangeable
as therein provided for full shares, but such scrip shall not entitle the holder
to any, rights of a shareholder. except as therein provided.
Section 2 - Lost or Destroyed Certificates:
The holder of any certificate representing shares of the Corporation shall
immediately notify the Corporation of any loss or destruction of the certificate
representing the same. The Corporation may issue a new certificate in the place
of any certificate theretofore issued by it, alleged to have been lost or
destroyed. On production of such evidence of loss or destruction as the Board of
Directors in its discretion may require, the Board of Directors may, in its
discretion, require the owner of the lost or destroyed certificate, or his legal
representatives, to give the Corporation a bond in such sum as the Board may
direct, and with such surety or sureties as may be satisfactory to the Board, to
indemnify the Corporation against any claims, loss, liability or damage it may
suffer on account of the issuance of the new certificate. A new certificate may
be issued without requiring any such evidence or bond when, in the judgment of
the Board of Directors, it is proper so to do.
Section 3 - Transfer of Shares:
(a) Transfers of shares of the Corporation shall be made on the share records of
the Corporation only by the holder of record thereof, in person or by his duly
authorized attorney, upon surrender for cancellation of the certificate or
certificates representing such shares, with an assignment or power of transfer
endorsed thereon or delivered therewith, duly executed, with such proof of the
authenticity of the signature and of authority to transfer and of payment of
transfer taxes as the Corporation or its agents may require.
(b) The Corporation shall be entitled to treat the holder of record of any share
or shares as the absolute owner thereof for all purposes and, accordingly, shall
not be bound to recognize any legal, equitable or other claim to, or interest
in, such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise expressly
provided by law.
Section 4 - Record Date:
In lieu of closing the share records of the Corporation, the Board of Directors
may fix, in advance, a date not exceeding sixty days, nor less than ten days, as
the record date for the determination of stockholders entitled to receive notice
of, or to vote at, any meeting of stockholders, or to consent to any proposal
without a meeting, or for the purpose of determining, stockholders entitled to
receive payment of any dividends, or allotment of any rights, or for the purpose
of any other action. If no record date is fixed, the
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record date for the determination of stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which notice is given, the day on which the meeting is
held; the record notice is given, or, if no notice is given, the day on which
the meeting is held; the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the resolution of
the directors relating thereto is adopted. When a determination of stockholders
of record entitled to notice of or to vote at any meeting of stockholders has
been made as provided for herein, such determination shall apply to any
adjournment thereof, unless the directors fix a new record date for the
adjourned meeting.
ARTICLE VI - DIVIDENDS
Subject to applicable law, dividends may be declared and paid out of any funds
available therefor, as often, in such amounts, and at such times as the Board of
Directors may determine.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall be fixed by the Board of Directors from
time to time, subject to applicable law.
ARTICLE VIII - CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be approved from time
to time by the Board of Directors.
ARTICLE IX - AMENDMENTS
All by-laws of the Corporation shall be subject to amendment, alteration or
repeal, and new by-laws may be made, by (i) the affirmative vote of stockholders
holding of record in the aggregate at least a majority of the outstanding shares
entitled to vote in the election of directors at any annual or special meeting
of stockholders, or (ii) the Board of Directors.
ARTICLE X - INDEMNITY
(a) Any person made a party to any action, suit or proceeding, by reason of the
fact that he, his testator or intestate representative is or was a director,
officer or employee of the Corporation, or of any Corporation in which he served
as such at the request of the Corporation, shall be indemnified by the
Corporation against the reasonable expenses, including attorney's fees, actually
and necessarily incurred by him in connection with the defense of such action,
suit or proceedings, or in connection with any appeal therein that such officer,
director or employee is liable for negligence or misconduct in the performance
of his duties.
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(b) The foregoing right of indemnification shall not be deemed exclusive of any
other rights to which any officer or director or employee may be entitled apart
from the provisions of this section.
(c) The amount of indemnity to which any officer or any director may be entitled
shall be fixed by the Board of Directors, except that in any case where there is
no disinterested majority of the Board available, the amount shall be fixed by
arbitration pursuant to then existing rules of the American Arbitration
Association.
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Exhibit 3
FORM COMMON STOCK CERTIFICATE
Number Shares
D
DYNAMIC INTERNATIONAL, LTD.
Common Stock
$.001 Par Value CUSIP 267931 103
Incorporated under the Laws of the State of Nevada
THIS CERTIFIES THAT
IS THE OWNER OF
Fully paid and non-assessable shares of
Common Stock of Dynamic International, Ltd.
(hereinafter called the Corporation) transferable on the books of the
Corporation or by the holder hereof in person or by duly authorized Attorney,
upon surrender of this Certificate properly endorsed. This Certificate is not
valid until countersigned and registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
[SEAL]
/s/ /s/
- --------------------------- ------------------------------
Secretary President
Countersigned and Registered
American Stock Transfer & Trust Company
(New York)
By:_______________________________
Authorized Signature
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Reverse Side of Stock Certificate
Dynamic International, Ltd.
The Corporation will furnish to any shareholder a full statement of the
powers, designations, limitations and relative participating, optional or other
special rights of the shares of each class authorized to be issued, the
qualifications, limitations and restrictions of such preferences and rights, the
variations in the rights and preferences between the shares of any series of any
authorized preferred class so far as they have been fixed and determined, and
the authority of the Board of Directors to fix and determine the relative rights
and preferences of subsequent series of any such preferred class. In addition,
it contains the usual information relating to transfer of the stock represented
by the certificate and it allows for completion of information required in
connection with any such transfer.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF FIT MIN ACT-________Custodian__________
(Cust) (Minor)
TEN ENT - as tenants by the
entireties under Uniform Gifts to Minors
JT TEN - as joint tenants with right Act__________________________
of survivorship and not as tenants in (State)
common
</TABLE>
Additional abbreviations may also be used though not in the above list.
For Value Received,_____________________________hereby sell, assign and transfer
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
TAXPAYER IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------------------------
- -------------------------------------------------
- ----------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
______________________________________________________________________shares
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint _________________________________ Attorney
to transfer the said shares on the books of the within Corporation with
full power of substitution in the premises.
Dated_________________________
---------------------------------
NOTICE: The signature to this assignment
must correspond with the name as
as written upon the face of the
Certificate, in every particular,
without alteration or enlargement
or any change whatever.
<PAGE> 1
Exhibit 4
AGREEMENT OF MERGER
AGREEMENT OF MERGER, dated, this 19th day of July, 1996 pursuant to
Section 252 of the General Corporation Law of Delaware, between Dynamic
International, Ltd, a Nevada corporation and Dynamic Classics, Ltd., a Delaware
Corporation.
WITNESSETH that:
WHEREAS, all of the constituent corporations desire to
merge into a single corporation;
NOW, THEREFORE, the corporations, parties to this Agreement,
in consideration of the mutual covenants, agreements and provisions hereinafter
contained do hereby prescribe the terms and conditions of said merger and mode
of carrying the same into effect as follows:
FIRST: Dynamic International, Ltd., hereby merges into itself Dynamic
Classics, Ltd., and said Dynamic Classics, Ltd., shall be and hereby is merged
into Dynamic International, Ltd., which shall be the surviving corporation.
SECOND: The Certificate of Incorporation of Dynamic International,
Ltd., as heretofore amended and as in effect on the date of the merger provided
for in this Agreement, shall continue in full force and effect as the
Certificate of Incorporation of the corporation surviving this merger.
THIRD: The manner of converting the outstanding shares of the
capital stock of the surviving corporation shall be as follows:
(a) Each share of common stock of the surviving corporation,
which shall be issued and outstanding on the effective date of this merger,
shall remain issued and outstanding.
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<PAGE> 2
(b) Each right to receive a share of common stock of the
merged corporation, pursuant to Order of the United States Bankruptcy Court for
the Southern District of New York, dated May 23, 1996 (the "Order") in Case No.
95 B 43690 (PBA), which shall be outstanding on the effective date of this
merger, and all rights in respect thereof shall forthwith be changed and
converted into a right to receive one share of common stock of the surviving
corporation.
(c) After the effective date of this merger, each holder of a
right to receive shares of common stock of the merged corporation shall receive
shares of common stock of the surviving corporation as provided for in the
Order.
FOURTH: The terms and conditions of the merger are as follows:
(a) The bylaws of the surviving corporation as they shall
exist on the effective date of this merger shall be and remain the bylaws of the
surviving corporation until the same shall be altered, amended or repealed as
therein provided.
(b) The directors and officers of the surviving corporation
shall continue in office until the next annual meeting of stockholders and until
the successors shall have been elected and qualified.
(c) Upon the merger becoming effective, all the property,
rights, privileges, franchises, patents, trademarks, licenses, registrations,
and other assets of every kind and description of
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<PAGE> 3
the merged corporation shall be transferred to, vested in and devolve upon the
surviving corporation without further act or deed and all property, rights, and
every other interest of the surviving corporation and the merged corporation
shall be as effectively the property of the surviving corporation as they were
of the surviving corporation and the merged corporation respectively. The merged
corporation hereby agrees from time to time, as and when requested by the
surviving corporation or by its successors or assigns, to execute and deliver or
cause to be executed and delivered all such deeds and instruments and to take or
cause to be taken such further or other action as the surviving corporation may
deem necessary or desirable in order to vest in and confirm to the surviving
corporation title to and possession of any property of the merged corporation
acquired or to be acquired by reason of or as a result of the merger herein
provided for and otherwise to carry out the intent and purposes hereof and the
proper officers and directors of the merged corporation and the proper officers
and directors of the surviving corporation are fully authorized in the name of
the merged corporation or otherwise to take any and all such action.
(d) The surviving corporation may be served with process in
the State of Delaware in any proceeding for enforcement of any obligation of
Dynamic Classics, Ltd. as well as for enforcement of any obligation of the
surviving corporation arising from the merger; and it does hereby irrevocably
appoint the Secretary of State of Delaware as its agent to accept service of
process in any such suit or other proceeding. The address to which a copy of
such process shall be mailed by the Secretary of State of Delaware is 52 Second
Avenue, Brooklyn, New York 11215 until the surviving
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<PAGE> 4
corporation shall have hereafter designated in writing to the said Secretary of
State a different address for such purpose. Service of such process may be made
by personally delivering to and leaving with the Secretary of State of Delaware
duplicate copies of such process, one of which copies the Secretary of State of
Delaware shall forthwith send by registered mail to said Dynamic International,
Ltd. at the above address.
IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the
approval and authority duly given by resolution adopted by their respective
Boards of Directors have caused these presents to be executed by the President
of each party hereto as the respective act, deed and agreement of each said
corporations, on this 19th day of July, 1996.
DYNAMIC CLASSICS, LTD.
By /s/
-----------------------------------
Marvin Cooper, President
DYNAMIC INTERNATIONAL, LTD.
By /s/
----------------------------------
Marton Grossman, President
4
