Exhibit 1.2
STATE OF DELAWARE PAGE 1
OFFICE OF THE SECRETARY OF STATE
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF
"CBCOM, INC." AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE TWENTY-THIRD DAY OF APRIL, A.D. 1997, AT
5:30 O'CLOCK P.M.
CERTIFICATE OF AMENDMENT, FILED THE TENTH DAY OF FEBRUARY, A.D. 1998, AT 9
O'CLOCK A.M.
CERTIFICATE OF RESIGNATION OF REGISTERED AGENT WITHOUT APPOINTMENT, FILED THE
TWENTY-SIXTH DAY OF JANUARY, A.D. 1999, AT 10 O'CLOCK A.M.
CERTIFICATE OF RENEWAL, FILED THE SIXTEENTH DAY OF APRIL, A.D. 1999, AT 9
O'CLOCK A.M.
CERTIFICATE OF AMENDMENT, FILED THE EIGHTH DAY OF OCTOBER, A.D. 1999, AT 9
O'CLOCK A.M.
2741611 8100H /seal of the Secretary' office/
/Edward J. Freel/
___________________
Edward J. Freel, Secretary of State
AUTHENTICATION: 0029365
DATE: 10-15-99
<PAGE>
STATE OF DELAWARE
Secretary of STATE
DIVISION OF CORPORATION
FILED 05:30 PM 04/23/1997
CERTIFICATE OF INCORPORATION
OF
CBCOM, INC.
I.
The name of this Corporation is CBCom, Inc.
II.
The address of the registered office of the Corporation in the State of
Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange
Street, New Castle County, Wilmington, Delaware 19801, and the name of the
registered agent at that address is The Corporation Trust Company.
III.
The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.
IV.
The Corporation is authorized to issue one class of stock designated as
"Common Stock". The total number of shares of Common Stock authorized to be
issued is 1,000 and each such share shall have a par value of $0.01.
V.
The number of directors which shall constitute the whole Board of directors
shall be fixed by, or in the manner provided in, the Bylaws of the Corporation.
VI.
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, repeal, alter, amend and
rescind the Bylaws of the Corporation.
<PAGE>
VII.
Election of directors at an annual or special meeting of stockholders need
not be by written ballot unless the Bylaws of the Corporation shall so provide.
VIII.
No director shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director;
provided that this Article VIII shall not eliminate or limit the liability of a
director (i) for any breach of such director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the law, (iii)
under Section 174 of the General Corporation Law of the State of Delaware, or
(iv) for any transaction from which such director derives an improper personal
benefit. If the General Corporation Law of the State of Delaware is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware as so amended.
IX.
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred on stockholders herein
are granted subject to this reservation.
X.
The name and mailing address of the incorporator of the Corporation are:
Name Mailing Address
---- ----------------
Vivian S. Godoy c/o Paul, Hastings, Janofsky
& Walker, LLP
555 South Flower St.
23rd Floor
Los Angeles, CA 90071
<PAGE>
IN WITNESS WHEREOF, this Certificate has been signed on the 23rd day of
April, 1997.
/s/ Vivian Godoy
--------------------------------
Vivian S. Godoy, Incorporator
<PAGE>
STATE OF DELAWARE
Secretary of STATE
DIVISION OF CORPORATION
FILED 09:00 AM 02/10/1998
981052465 - 2741611
CERTIFICATE OF AMENDMENT
OF CBCOM, INC.
a Delaware corporation
CBCOM, INC., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware (the "Corporation"), DOES
HEREBY CERTIFY:
FIRST: The Corporation has not received any payment for any of its stock.
SECOND: The amendments to the Corporation's Certificate of Incorporation
set forth in the following resolutions were approved by the written consent of a
majority of the Corporation's Board of Directors and were duly adopted in
accordance with the provisions of Section 241 of the General Corporation Law of
the State of Delaware:
RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by striking the last sentence of Article IV in its entirety and
replacing it with the following:
"The total number of shares of Common Stock authorized to be issued is
100,000,000 and each such share shall have a par value of $0.001.
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Bernard J. Luskin, its Chairman of the Board of Directors and Chief
Executive Officer, and attested by Charles Lesser, its Secretary, this 5th
------
day of February, 1998.
By /s/ Bernard J. Luskins
------------------------
Bernard J. Luskin
Chairman of the Board of Directors and
Chief Executive Officer
ATTEST:
By /s/ Charles A. Lesser
---------------------------
Charles Lesser
Secretary
<PAGE>
STATE OF DELAWARE
Secretary of STATE
DIVISION OF CORPORATION
FILED 10:00 AM 01/26/1999
991036613 - 2616255
CERTIFICATE OF RESIGNATION OF REGISTERED AGENT
Pursuant to Section 136 of the General Corporation Law of Delaware, THE
CORPORATION TRUST COMPANY hereby resigns as Registered Agent of the corporations
listed on the attached Exhibit A.
Written notice of resignation was given to the corporation on December 21, 1998
by mail or delivery to the corporation at its last known address as shown on our
records, said date being at least 30 days prior to the filing of this
Certificate of Resignation.
DATED: JANUARY 26, 1999
THE CORPORATION TRUST COMPANY
BY: /s/William J. Reif
----------------------------
William J. Reif
Assistant Vice President
<PAGE>
THE CORPORATION TRUST COMPANY
AGENT RESIGNATIONS - EXHIBIT A
01/26/99 PAGE: 6
FILE
NUMBER CORPORATION NAME
2776217 CLEAN SHOT TECHNOLOGIES, INC.
2756562 CLEARYTH, INC.
2242404 CLEMENTON PLAZA, INC.
2151098 CLUB SPORTS INTERNATIONAL - CONCOURSE, INC.
2275366 COASTAL FINANCIAL CONSULTANTS, INC.
2200176 COLDWATER CREEK OPERATOR CORP.
2149834 COLOR SERVICES INCORPORATED
2193536 COLOR TILE FRANCHISING, INC.
0904478 COLUMBIA MAINTENANCE SERVICES, INC.
2556126 COMMUNITY ASSISTED LIVING CENTERS, INC.
2354674 COMMUTER LEASE INC.
2773640 COMPILE AMERICA INC.
2607741 CONNECTICUT VALLEY SPORTS, INC.
2191723 CONTAINER TESTING LABORATORY, INC.
2428422 CONVENE INTERNATIONAL, INC.
2469749 CORAL ROCK INC.
2597447 CORBETT & CO.
2244837 CORPORATE INVESTMENT ASSOCIATES, INC.
2327098 COSMOS FACTORY, INC.
2004759 COTE D'AZUR REALTY, INC.
2624979 COUNCIL ON HEALTHCARE PROVIDER ACCREDITATION, INC.
2286740 CRITERION INFORMATION SYSTEMS, INC.
2305249 CUE BIC SYSTEMS, INC.
2223464 CURATORS CAPITAL MANAGEMENT INC.
2658461 CYBERTEL NETWORK SYSTEMS, INC.
2336408 CYPRESS POINT TRADING CO.
2320666 CYRUS I. HARVEY, INC.
2119173 CACTUS, INC.
2786155 CAJEN INC.
2744462 CALIFORNIA NO NONSENSE PROPERTY MANAGEMENT CORPORATION
2068008 CANADA SQUARE CORPORATION
2423161 CANAL+ PORTFOLIO, INC.
2577206 CANGEN INC.
2577205 CANLOAN INC.
2577203 CANREO INC.
2418412 CAREER HOLDINGS, INC.
2262924 CARIBBEAN ENTERTAINMENT COMPANY
2242428 CARIBBEAN MARKETING, INC.
2709264 CARL ZEISS IMT, CORP.
2709263 CARL ZEISS OPTICAL, INC.
0676430 CARLSON & SWEATT-MOKENCO, INC.
2482106 CARLTON INVESTORS CORPORATION
2398397 CARRIBEAN ISLAND MANAGEMENT INC.
2492091 CARSON-EUROPE, INC.
2080208 CATALYST CONSTRUCTION CORPORATION OF CONNECTICUT
2741611 CBCOM, INC.
0937190 CBD PHARMACEUTICAL CORPORATION
2139234 CBI UNIFORMS, INC.
<PAGE>
CERTIFICATE
FOR RENEWAL AND REVIVAL OF CERTIFICATE OF INCORPORATION
CBCom, Inc., a corporation organized under the laws of Delaware, the
Certificate of Incorporation of which was filed in the office of the Secretary
of State on April 23, 1997 and thereafter forfeited for failure to maintain an
agent, now desiring to procure a revival of its Certificate of Incorporaton,
hereby certifies as follows:
1. The name of the corporation is CBCom, Inc.
2. Its registered office in the State of Delaware is located on 1209
Orange Street, City of Wilmington County of New Castle and the name of its
registered agent at such address is THE CORPORATION TRUST COMPANY.
3) The date when revival of the Certificate of Incorporation of this
corporation is to commence is the 24th day of February, 1999, same being prior
to the date the Certificate of Incorporation became forfeited. Revival of the
Certificate of Incorporation is to be perpetual.
4) This corporation was duly organized under the laws of Delaware and
carried on the business authorized by its Certificate of Incorporation until the
25th day of February, 1999 at which time its Certificate of Incorporation became
inoperative and forfeited for failure to maintain an agent and this Certificate
of Renewal and Revival is filed by authority of the duly elected directors of
the corporation with the laws of Delaware.
IN WITNESS WHEREOF, said CBCom, Inc., in compliance with Section 312 of the
Title 8 of the Delaware Code has caused this Certificate to be signed by CHARLES
LESSER, its last and acting Corporate Secretary & Chief Financial officer, this
11th day of March, 1999.
CBCom, Inc.
By: /Charles A. Lesser/
--------------------
CHARLES LESSER
Corporate Secy. & Chief Financial Officer
STATE OF DELAWAR
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 04/16/1999
991158822 - 2741611
STATE OF DELAWARE
SECRETARY OF STATE
<PAGE>
DIVISION OF CORPORATIONS
FILED 09:00 AM 04/16/1999
991158822 - 2741611
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
CBCOM, INC.,
A Delaware Corporation
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation") is CBCom,
Inc.
2. The certificate of incorporation of the corporation is hereby amended by
striking out Article IV thereof and by substituting in lien thereof the
following new Article IV:
IV.
"1. Classes of Stock. This corporation is authorized to issue two
-------------------
classes of stock to be designated, respectively, "Common Stock" and "Preferred
Stock." The total number of shares which the corporation is authorized to issue
is One Hundred Million (100,000,000) shares. Of these shares, Eighty Million
(80,000,000) shares shall be Common Stock, par value $0.001 per share, and
Twenty Million (20,000,000) shares shall be Preferred Stock, par value $0.001
per share.
2. Rights, Preferences and Restrictions of Preferred Stock. The
-------------------------------------------------------------
Preferred Stock authorized hereby may be issued from time to time in series.
The Board of Directors is hereby authorized to fix or alter the rights,
preferences, privileges and restrictions grant to or imposed upon such
additional series of Preferred Stock, and the number of shares constituting any
such series and the designation thereof, or any of them. The Board of Directors
is also authorized to decrease the number of shares of any series subsequent to
the issue of that series, but not below the number of shares of such a series
then outstanding. In the case the number of shares of any series shall be so
decreased, the shares constituting such decrease shall resume the status which
they had prior to the adoption of the resolution originally fixing the number of
shares of such series."
Upon the filing in the office of the Secretary of State of the State of Delaware
of this Certificate of Amendment of Article IV, twenty million (20,000,000)
shares of the corporation's authorized but unissued shares of Common Stock, par
value $0.001 per share, will be converted and reclassified as twenty million
(20,000,000) shares of authorized but unissued Preferred Stock, par value $0.001
per share, of the corporation.
1
<PAGE>
3. The amendment of the certificate of incorporation herein certified has been
duly adopted in accordance with the provisions of Sections 228 and 242 of the
General Corporation Law of the State of Delaware.
Signed on: September 27, 1999.
---------------------
/Signature/
-----------
Max Sun, President
/Signature/
-----------
Charles Lesser, Secretary
2
