CERTIFICATE OF INCORPORATION
OF
LOGIC TECH INTERNATIONAL INC.
FIRST. The name of this corporation shall be:
LOGIC TECH INTERNATIONAL INC.
SECOND. Its registered office in the State of Delaware is to be located
at 1013 Centre Road, in the City of Wilmington, County of New Castle, 19805, and
its registered agent at such address is CORPORATE AGENTS, INC.
THIRD. The purpose or purposes of the corporation shall be:
To engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
FOURTH. The total number of shares of stock which this corporation is
authorized to issue is:
Ten Million (10,000,000) shares with a par value of One Tenth of One Cent
($.001) per share, amounting to Ten Thousand Dollars ($10,000).
FIFTH. The name and mailing address of the incorporator is as follows:
Kathleen Crowley
Corporate Agents, Inc.
1013 Centre Road
Wilmington, DE 19605
SIXTH. The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.
IN WITNESS WHEREOF, The undersigned, being the incorporator hereinbefore named,
has executed, signed and acknowledged this certificate of incorporation this
eighth day of August, A.D. 1997.
/s/ Kathleen Crowley
------------------------------
Kathleen Crowley, Incorporator
36
<PAGE>
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
LOGIC TECH INTERNATIONAL INC.
----------------------
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
----------------------
LOGIC TECH INTERNATIONAL INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), hereby
certifies as follows:
1. The original Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on August 8, 1997.
2. The Certificate of Incorporation of the Corporation is hereby amended by
deleting Article "FIRST" thereof in its entirety and substituting in lieu
thereof the following:
"FIRST: The name of this corporation shall be AlphaRx Inc."
3. In lieu of a meeting and vote of stockholders, the holders of at least a
majority of all the issued and outstanding capital stock entitled to vote
thereon have given their written consent to said amendment in accordance with
the provisions of Section 228 of the General Corporation Law of the State of
Delaware.
4. The aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of the General Corporation Law of
the State of Delaware, including approval by the Board of Directors of the
Corporation.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by
its Chief Executive Officer this 28th day of January, 2000.
LOGIC TECH INTERNATIONAL INC.
By: /s/ Michael M. Lee
-------------------------------
Michael M. Lee
Chief Executive Officer
37
<PAGE>
BY-LAWS
OF
LOGIC TECH INTERNATIONAL INC.
ARTICLE I - OFFICES
Section 1. Registered Office: The registered office of the corporation shall
be Corporate Agents, Inc. which shall be established and
maintained at 1013 Center Road, Wilmington, County of New Castle,
State of Delaware 19805.
Section 2. Other offices: The corporation may have other offices, either
within or without the State of Delaware, at such place or places
as the Board of Directors may from time to time appoint or the
business of the corporation may require.
ARTICLE II - MEETING OF STOCKHOLDERS
Section 1. Annual Meeting: Annual meetings of stockholders for the election
of directors and for such other business as may be stated in the
notice of the meeting, shall be held at such place, either within
or without the State of Delaware, and at such time and date as
the Board of Directors, by resolution, shall determine and as set
forth in the notice of the meeting. In the event the Board of
Directors fails to so determine the time, date and place of
meeting, the annual meeting of stockholders shall be held at the
registered office of the corporation in Delaware on the first day
of April of each year.
If the date of the annual meeting shall fall upon a legal
holiday, the meeting shall be held on the next succeeding
business day. At each annual meeting, the stockholders entitled
to vote shall elect a Board of Directors and may transact such
other corporate business as shall be stated in the notice of the
meeting.
Section 2. Other Meetings: Meetings of stockholders for any purpose other
than the election of directors may be held at such time and
place, within or without the State of Delaware, as shall be
stated in the notice of the meeting.
Section 3. Voting: Each stockholder entitled to vote in accordance with the
terms and provisions of the Certificate of Incorporation and
these By-Laws shall be entitled to one vote, in person or by
proxy, for each share of stock entitled to vote held by such
stockholder, but no proxy shall be voted after three years from
its date unless such proxy provides for a longer period. Upon the
demand of any stockholder, the vote for directors and upon any
question before the meeting shall be by ballot. All elections for
directors shall be decided by a vote of seventy-five percent
(75%) of the share-holders entitled to vote at a properly noticed
meeting at which a quorum is present; all other questions shall
be decided by a majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of the State of
Delaware.
38
<PAGE>
Section 4. Stockholders Record Date: In order that the corporation may
determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any right in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date; which shall not be
more than 60 days prior to any other action. A determination of
stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a
new record date for the adjourned meeting.
Section 5. Stockholder List: The officer who has charge of the stock ledger
of the corporation shall at least 10 days before each meeting of
stockholders prepare a complete alphabetical address list of the
stock-holders entitled to vote at the ensuing election, with the
number and the type of shares held by each. Said list shall be
open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a
period of at least 10 days prior to the meeting, either at a
place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or, if not
so specified, at the place where the meeting is to be held. The
list shall be available for inspection at the meeting.
Section 6. Quorum: Except as otherwise required by law, by the certificate
of Incorporation or by these By-Laws, the presence, in person or
by proxy, of stockholders holding a majority of the stock of the
corporation entitled to vote shall constitute a quorum at all
meetings. Whether present in person or by proxy, they shall have
power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until the requisite
amount of stock entitled to vote shall be present. At any such
adjourned meeting at which the requisite amount of stock entitled
to vote shall be represented, any business may be transacted
which might have been transacted at the meeting as originally
noticed; but only those stockholders entitled to vote at the
meeting as originally noticed shall be entitled to vote at any
adjournment or adjournments thereof.
Section 7. Special Meetings: Special meetings of the stockholders, for any
purpose, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the President and
shall be called by the President or Secretary at the request in
writing of a majority of the directors or stockholders entitled
to vote. Such request shall state the purpose of the proposed
meeting.
Section 8. Notice Of Meeting: Written notice, stating the place, date and
time of the meeting, and the general nature of the business to be
considered, shall be given to each stockholder entitled to vote
thereat at his address as it appears on the records of the
corporation, not less than 20 nor more than 50 days before the
date of the meeting.
39
<PAGE>
ARTICLE III - DIRECTORS
Section 1. General Powers: The business and affairs of this corporation
shall be managed by the Board of Directors.
Section 2. Number And Term: The number of directors shall consist of one or
more members. The directors shall be elected at the annual
meeting of the stockholders and each director shall be elected to
serve until his successor shall be elected and shall qualify.
Section 3. Resignations: Any director, member of a committee or other
officer may resign at any time. Such resignation shall be made in
writing, and shall take effect at the time specified therein, and
if no time be specified, at the time of its receipt by the
President or Secretary. The acceptance of a resignation shall not
be necessary to make it effective.
Section 4. Vacancies: If the office of any director, member of a committee
or other officer becomes vacant, the remaining directors in
office, though less than a quorum by a majority vote, may appoint
any qualified person to fill such vacancy, who shall hold office
for the unexpired term and until his successor shall be duly
chosen.
Section 5. Removal: Any director or directors may be removed, either for or
without cause at any time by the affirmative vote of a majority
of the holders of all of the shares of stock outstanding and
entitled to vote, at a special meeting of the stockholders called
for that purpose, and the vacancies thus created may be filled,
at the meeting held for the purpose of removal, by the
affirmative vote of a majority of all stockholders entitled to
vote.
Section 6. Increase Of Number: The number of directors may be increased by
amendment of these By-Laws by the affirmative vote of all of the
directors, though less than a quorum, or, by the affirmative vote
of a majority of all of the stockholders, at the annual meeting
or at a special meeting called for that purpose, and by like vote
the additional directors may be chosen at such meeting to hold
office until the next annual election and until their successors
are elected and qualify.
Section 7. Annual Meetings of Board: The annual meeting of the Board shall
be held following the annual meeting of stockholders and shall be
a meeting of the directors elected at such meeting of
stockholders. No notice shall be required.
Section 8. Regular Meetings of Board: Regular meetings of the Board shall be
held at such times and places as the Board may fix at least 30
days in advance of any such meeting. No notice shall be required.
Section 9. Special Meetings Of The Board: Special meetings of the Board
shall be held whenever called by the Chairman or the President,
and one or more other directors. At least 48 hours' written or
oral notice of each special meeting shall be given to each
director. If mailed, notice must be deposited in the United
States or European mail at least 5 days before the meeting.
40
<PAGE>
Section 10. Quorum: A majority of the members of the Board shall constitute a
quorum for the transaction of business, but if at any meeting of
the Board there is less than a quorum the majority of those
present may adjourn the meeting from time to time until a quorum
is present. At any such adjourned meeting, a quorum being
present, any business may be transacted which might have been
transacted at the original meeting. Except as otherwise provided
by law, the Certificate of Incorporation, or these By-Laws, all
actions of the Board shall be decided by vote of a majority of
those present.
Section 11. Committees: The Board may, by resolution passed by a majority of
the entire Board, designate one or more committees of directors
which to the extent provided in the resolution shall have and may
exercise powers and authority of the Board in the management of
the business and affairs of the corporation.
Section 12. Compensation: Directors shall not receive any stated salary for
their service as directors or as members of committees, but by
resolution of the Board a fixed fee and expenses of attendance
may be allowed for attendance at each meeting. Nothing herein
contained shall be construed to preclude any director from
serving the corporation in any other capacity as an officer,
agent or otherwise, and receiving compensation therefor. If any
fee is to be paid to directors the amount is to be the same for
each and every director.
Section 13. Action Without Meeting: Any action required or permitted to be
taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting, if prior to
such action a written consent thereto is signed by all members of
the Board, or of such committee as the case may be, and such
written consent is filed with the minutes of proceedings of the
Board or committee.
ARTICLE IV - OFFICERS
Section 1. Officers: The officers of the corporation shall consist of a
President, a Treasurer, and a Secretary, and shall be elected by
the Board of Directors and shall hold office until their
successors are elected and qualified. In addition, the Board of
Directors may elect a Chairman, one or more Vice Presidents and
such Assistant Secretaries and Assistant Treasurers as it may
deem proper. None of the officers of the corporation need be
directors. The officers shall be elected at the first meeting of
the Board of Directors after each annual meeting. More than two
offices may be held by the same person.
Section 2. Other Officers And Agents: The Board of Directors may appoint
such officers and agents as it may deem advisable, who shall hold
their offices for such terms and shall exercise such power and
perform such duties as shall be determined from time to time by
the Board of Directors.
41
<PAGE>
Section 3. Chairman: The Chairman of the Board of Directors, if one be
elected, shall preside at all meetings of the Board of Directors
and shall perform such other duties as from time to time may be
assigned to him or her by the Board of Directors.
Section 4. President: The President shall be the chief executive officer of
the corporation and shall have the general powers and duties of
supervision and management usually vested in the office of
President of a corporation. The President shall preside at all
meetings of the stockholders if present thereat, and in the
absence or non-election of the Chairman of the Board of
Directors, at all meetings of the Board of Directors, and shall
have general supervision, direction and control of the business
of the corporation. Except as the Board of Directors shall
authorize the execution thereof in some other manner, the
President shall execute bonds, mortgages, and other contracts in
behalf of the corporation, and shall cause the seal to be affixed
to any instrument requiring it and when so affixed the seal shall
be attested by the signature of the Secretary or the Treasurer or
an Assistant Secretary or an Assistant Treasurer.
Section 5. Vice President: Each Vice President shall have such powers and
shall perform such duties as shall be assigned to him or her by
the directors.
Section 6. Treasurer: The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the corporation,
and shall deposit all moneys and other valuables in the name and
to the credit of the corporation in such depositories as may be
designated by the Board of Directors.
The Treasurer shall disburse the funds of the corporation as may
be ordered by the Board of Directors, or the President, taking
proper vouchers for such disbursements. The Treasurer shall
render to the President and Board of Directors at the regular
meetings of the Board of Directors, or whenever they may request
it, an account of all transactions of the Treasurer and of the
financial condition of the corporation. If required by the Board
of Directors, the Treasurer shall give the corporation a bond for
the faithful discharge of his duties in such amount and with such
surety as the Board shall prescribe.
Section 7. Secretary: The Secretary shall give, or cause to be given, notice
of all meetings of stockholders and directors, and all other
notices required by law or by these By-Laws, and in case of the
Secretary's absence or refusal or neglect so to do, any such
notice may be given by any person thereunto directed by the
President, or by the directors, or stock-holders upon whose
requisition the meeting is called as provided in these By-Laws.
The Secretary shall keep in safe custody the seal of the
corporation, and when authorized by the Board of Directors, affix
the same to any instrument requiring it, and when so affixed, it
shall be attested by the signature of the Secretary or any
Assistant Secretary.
42
<PAGE>
Section 8. Assistant Treasurers & Assistant Secretaries: Assistant
Treasurers and Assistant Secretaries, if any, shall be elected
and shall have such powers and shall perform such duties as shall
be assigned to them, respectively, by the directors.
Section 9. Salaries: The salaries of the officers shall be fixed from time
to time by the Board of Directors and no officer shall be
prevented from receiving such salary by reason of the fact that
he is also a director of the corporation.
ARTICLE V - INDEMNIFICATION
The corporation shall indemnify, to the full extent permitted by the Delaware
General Corporation Law, any person who is or was an officer or director of the
corporation. Without limiting the generality of the foregoing, the corporation
shall advance expenses (including attorneys' fees) in defending an action, suit,
or proceeding, whether civil, criminal, administrative, or investigative, upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that he is not entitled to
indemnification.
ARTICLE VI
Section 1. Certificates Of Stock: Every holder of stock in the corporation
shall be entitled to have a certificate, signed by, or in the
name of the corporation by, the Chairman or Vice Chairman of the
Board of Directors, or the President or a Vice President and the
Treasurer or an Assistant Treasurer, or the Secretary of the
corporation, certifying the number of shares owned by such holder
in the corporation. If the corporation shall be authorized to
issue more than one class of stock or more than one series of any
class, the designations, preferences and relative, participating,
optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of
such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the
corporation shall issue to represent such class of series of
stock, provided that, except as otherwise provided in Section 202
of the General Corporation Law of Delaware, in lieu of the
foregoing requirements, there may be set forth on the face or
back of the certificate which the corporation shall issue to
represent such class or series of stock, a statement that the
corporation will furnish without charge to each stockholder who
so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Where a
certificate is countersigned: (1) by a transfer agent other than
the corporation or its employee, or (2) by a registrar other than
the corporation or its employee, the signatures of such officers
may be facsimiles.
Section 2. Lost Certificates: New certificates of stock may be issued in the
place of any certificate therefor issued by the corporation,
alleged to have been lost or destroyed, and the directors may, in
their discretion, require the owner of the lost or destroyed
certificate as they may direct, not exceeding double the value of
43
<PAGE>
the stock, to indemnify the corporation against it on account of
the alleged loss of any such new certificate.
Section 3. Transfer Of Shares: The shares of stock of the corporation shall
be transferable only upon its books by the holders thereof in
person or by their duly authorized attorneys or legal
representatives, and upon such transfer the old certificates
shall be surrendered to the corporation by the delivery thereof
to the person in charge of the stock and transfer books and
ledgers, or to such other persons as the directors may designate,
by whom they shall be cancelled, and new certificates shall
thereupon be issued. A record shall be made of each transfer and
whenever a transfer shall be made for collateral security, and
not absolutely, it shall be so expressed in the entry of the
transfer.
Section 4. Dividends: Subject to the provisions of the Certificate of
Incorporation the Board of Directors may, out of funds legally
available therefor at any regular or special meeting, declare
dividends upon the capital stock of the corporation as and when
they deem expedient. Before declaring any dividends there may be
set apart out of any funds of the corporation available for
dividends, such sum or sums as the directors from time to time in
their discretion deem proper working capital or as a reserve fund
to meet contingencies or for equalizing dividends or for such
other purposes as the directors shall deem conducive to the
interests of the corporation.
ARTICLE VII - SEAL
The corporate seal shall be circular in form and shall contain the name of the
corporation, the year of its creation and words "CORPORATE SEAL DELAWARE." Said
seal may be used by causing it or a facsimile thereof to be impressed or affixed
or otherwise reproduced.
ARTICLE VIII - FISCAL YEAR
The fiscal year of the corporation shall be determined by resolution of the
Board of Directors.
ARTICLE IX - CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts: The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to
specific instances.
Section 2. Loans: No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors. Such
authority may be general or confined to specific instances.
Section 3. Checks, Drafts, Etc.: All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued
in the name of the corporation,
44
<PAGE>
shall be signed by such officer or officers, agent or agents of
the corporation and in such manner and shall from time to time be
determined by resolution of the Board of Directors.
Section 4. Deposits: All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the
corporation in such banks, trust companies or other depositaries
as the Board of Directors may select.
Section 5. Power To Execute Proxies: The Chairman of the Board, the Vice
Chairman, the President or any Executive Vice President may
execute proxies on behalf of the corporation with respect to the
voting of any shares of stock owned by the corporation.
ARTICLE X - NOTICE AND WAIVER OF NOTICE
Whenever any notice is required by these By-Laws to be given, personal notice is
not meant unless expressly stated, and any notice so required shall be deemed to
be sufficient if given by depositing the same in the United States or European
mail, postage prepaid, addressed to the person entitled thereto at his address
as it appears on the records of the corporation, and, except as otherwise
provided herein or in the Certificate of Incorporation or by applicable law,
such notice shall be deemed to have been given on the day of such mailing.
Stockholders not entitled to vote shall not be entitled to receive notice of any
meetings except as otherwise provided by statute.
Whenever any notice is required to be given under the provisions of any law, or
under the provisions of the Certificate of Incorporation of the corporation or
these By-Laws, a waiver thereof in writing signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed proper notice.
ARTICLE XI - AMENDMENTS
These By-Laws may be altered and repealed and By-Laws may be made: (1) at any
annual meeting of the stockholders, or at any special meeting of stockholders if
notice of the proper amendment is contained in the notice of such special
meeting, by the affirmative vote of a majority of all of the common stock
entitled to vote thereat; or (2) at any regular meeting of the Board of
Directors, or at any special meeting of the Board of Directors if notice of the
proposed amendment is contained in the notice of such special meeting, by the
affirmative vote of a majority of all of the directors present and entitled to
vote at such meeting. To the extent amendments by the stockholders conflict with
those by the Board of Directors, the amendments by the stockholders shall take
precedence and shall not thereafter be repealed by the Board of Directors.
ADOPTED: August 11, 1997
45
<PAGE>
SIGNATURES:
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED: June 14, 2000
ALPHARx, INC.
By: /s/ Michael M. Lee
-------------------------
Michael M. Lee, President
Directors:
/s/ Michael M. Lee
-------------------------
Michael M. Lee, Director
/s/ Sai Ming Wong
-------------------------
Sai Ming Wong, Director
/s/ Joseph Schwarz
-------------------------
Joseph Schwarz, Director
/s/ Sandro Persia
-------------------------
Sandro Persia, Director
46
