SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 23, 1996
Date of Report
(Date of earliest event reported)
872 MAIN STREET CORP.
(Exact name of registrant as specified in its charter)
New York
(State of Incorporation)
0-12782 16-1183105
(Commission File Number) (I.R.S. Employer Identification Number)
872 Main Street, Buffalo, New York 14202
(Address of principal executive offices)
(716) 882-0920
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events.
Pursuant to the Orders dated October 23 and 29, 1996 of
the United States Bankruptcy Court, Western District of New York,
filed as Exhibits 99.1 and 99.2 to this Report, the Registrant
filed a Certificate of Amendment to its Certificate of
Incorporation, changing its name from "Cellular Products, Inc." to
"872 Main Street Corp."
Item 7. Financial Statements and Exhibits
7(c) Exhibits
Exhibit Number:
3.(i).1 Certificate of Amendment to Certificate of
Incorporation, as filed October 28, 1996 by the New York Department
of State.
3.(i).2 Complete provisions of Certificate of Incorporation, as
in effect after the filing of Exhibit (3)(I)(1) by the New York
Department of State.
99.1 Order of the United States Bankruptcy Court, Western
District of New York dated October 23, 1996.
99.2 Order of the United States Bankruptcy Court, Western
District of New York dated October 29, 1996.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
872 MAIN STREET CORP.
By: /s/ Michael S. Durski
__________________________
Michael S. Durski
Vice President and
Chief Financial Officer
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CELLULAR PRODUCTS, INC.
Under Section 805 of the Business Corporation Law
FIRST: The name of the corporation is CELLULAR PRODUCTS,
INC. (the "Corporation"), the name under which it was formed.
SECOND: The Certificate of Incorporation of the Corporation
was filed by the Department of State on June 21, 1982.
THIRD: A. The Certificate of Incorporation is hereby
amended, as authorized by Section 801 of the Business Corporation
Law to change the name of the Corporation.
B. In order to effect the preceding, Paragraph 1 of
the Certificate of Incorporation is hereby amended to read as
follows:
"1. The name of the Corporation shall be 872 Main Street
Corp."
FOURTH: This Amendment to the Certificate of Incorporation
of the Corporation was authorized by Order of the Honorable Michael
J. Kaplan, U.S. Bankruptcy Court, Western District of New York,
dated October 23, 1996 (In re: Cellular Products, Inc., Chapter
11, 94-13415 K) and the unanimous written consent of the Board of
Directors of the Corporation.
IN WITNESS WHEREOF, this Amendment to the Certificate of
Incorporation has been subscribed by the undersigned, who affirm
the contents thereof as true under penalties of perjury this 25 day
of October, 1996.
/s/ James C.D. Hengst
___________________________________
James C.D. Hengst, President
/s/ Anna L. Schendel
___________________________________
Anna L. Schendel, Secretary
The following is a complete copy of the provisions of the
Certificate of Incorporation, as in effect on the date of this
Report:
1. The name of the corporation shall be 872 Main Street
Corp.
2. The office of the corporation shall be located in the
City of Buffalo, County of Erie and State of New York.
3. (a) The aggregate number of shares of capital stock
which the corporation shall have authority to issue is twenty
million (20,000,000) shares of common stock at a par value of $.01
per share. All of the shares shall be common stock and each share
will be equal in all respects to every other share without any
preference or classification whatsoever.
(b) The corporation may from time to time, at the
discretion of the Board of Directors, issue and sell any of the
shares of its stock to the number authorized by this amended
certificate, or in the case of any increase in the number of
authorized shares of stock of the corporation, then to the number
authorized by such increase, for such consideration or
considerations, in money, labor done or property actually received
for the use and lawful purposes of the corporation as from time to
time may be fixed by the Board of Directors of the corporation and
the consideration so fixed for shares of common stock may be in any
amount whatsoever. No holders of stock of the corporation, of
whatsoever class, shall have any preferential right of subscription
to any class so issue or sold.
4. The Secretary of State of the State of New York is hereby
designated as the agent of the corporation upon whom process
against it may be served, and the post office address to which the
Secretary of State shall mail a copy of any process served upon him
is c/o the Corporation, 688 Main Street, Buffalo, New York 14202.
5. The purposes for which this corporation is formed are to
research, develop, analyze and inspect cellular products, animal
tissues, human products and biologics.
To acquire by purchase or lease, gift, grant, devise or
bequest or otherwise, lands and interest in lands in this or any
other State or territory of the United States or of a foreign
country. To hold, own, improve, employ, develop, use, manage, deal
with any real estate so acquired, and to erect or cause to be
erected on any lands owned, held or acquired by the corporation,
buildings or other structures with their appurtenances and to
manage, operate, lease, rebuild, enlarge, alter or improve any
buildings or other structures now or hereafter erected on any lands
so owned, held or occupied. To mortgage, pledge, create a security
interest in, sell, convey, lease, exchange, transfer or otherwise
dispose of any lands or interest in lands in any buildings or other
structures at any time owned or held by the corporation.
To conduct and carry on its business or any branch thereof in
any State or Territory of the United States, or in any foreign
country in conformity with the laws of the State, Territory, or
foreign country and to have and maintain in any State, Territory or
foreign country, a business office, plant, store or other facility.
To make contracts, and incur liabilities only in furtherance
of the corporate purpose or as otherwise permitted by statute,
borrow money as the corporation may determine advisable and to
issue its notes, bond or other obligations by mortgage, pledge or
whatever and wherever situated.
To do everything necessary, suitable or proper for the
accomplishment, attainment or furtherance of, to do every other act
or thing incidental to, appurtenant to, growing out of or connected
with the purposes, objects or powers set forth in this Certificate
of Incorporation, whether alone or in association with others.
To possess all the rights, powers and privileges now or
hereafter conferred by the Laws of the State of New York upon a
corporation incorporated under the Laws of the State of New York,
and in general to carry on any and all activities and to perform
any of the purposes or powers set forth herein to the same extent
as fully as a natural person or partnership might or could do.
Nothing set forth herein shall be construed as authorizing the
corporation to possess any purpose, object or power or to do any
other act or thing forbidden by law to a corporation incorporated
under the Laws of the State of New York. To engage in research,
exploration and product development and any other improvement,
expansion or creation of a new or existing product, all aimed at
improving the growth of the corporation.
To conduct and carry on in all its branches the business of
producing, acquiring, refining, developing, analyzing, testing,
experimenting with, manufacturing, selling, and distributing
chemicals, chemical compounds, cellular products, animal tissues,
human products, biologies, lymphokines, drugs, medicines, and
chemical, medicinal, pharmaceutical and cellular preparations,
compounds and materials of every kind and description and all
articles and products related thereto. To purchase, manufacture,
produce, develop, analyze, inspect, test, refine, or otherwise
acquire, invest in, own, hold, use, create security interests in,
pledge, sell, assign, transfer or otherwise dispose of, trade, deal
in and deal with any and all kinds of chemical and source
materials, ingredients, mixtures, derivatives and compounds
thereof, and cellular products, animal tissues, human products,
biologies, lymphokines, and any and all kinds of products of which
any of the foregoing constitute an ingredient or in the production
of which any of the foregoing are used.
To purpose, take, receive, subscribe for, or otherwise
acquire, own, hold, vote, employ, sell, lend, lease, exchange,
transfer or otherwise dispose of, mortgage, pledge, use and
otherwise deal in and with bonds and other obligations, shares or
other securities or interests issued by others, whether engaged in
similar or different businesses, governmental or other activities.
6. A Director of the Corporation shall not be personally
liable to the Corporation or its shareholders for damages for any
breach of duty as a Director; provided, however, that this
Paragraph shall not eliminate or limit the liability of any
Director: (a) if a judgment or final adjudication adverse to the
Director establishes that (i) the Director's acts or omissions were
in bad faith or involve intentional misconduct or a knowing
violation of law, (ii) the Director personally gained in fact a
financial profit or other advantage to which the Director was not
legally entitled, or (iii) the Director's acts violated Section
719 of the New York Business Corporation Law; or (b) for any act or
omission prior to the effectiveness of the Paragraph. Any repeal
or modification of this Paragraph, or the Company's Bylaws, by the
shareholders or the Board of Directors of the Corporation shall not
adversely affect any right or protection of a Director of the
corporation existing at the time of such repeal or modification
with respect to acts or omissions occurring prior to such repeal or
modification.
UNITED STATES BANKRUPTCY COURT
WESTERN DISTRICT OF NEW YORK
________________________________________________________________
IN RE: Cellular Products, Inc. BK No. 94-13415K
Debtor APPLICATION TO
CHANGE NAME
_________________________________________________________________
The Debtor, for its Application, respectfully states as
follows:
That the Order of this Court dated October 3, 1996 approved
the Debtor's sale to Hemagen Diagnostics, Inc. of all of its
assets, including all general intangibles, trade names, trademarks,
etc. Since the sale includes the use of the name, Cellular
Products, Inc., the Purchaser, wishes to proceed to file a
Certificate of Incorporation using that name. Obviously, this may
cause a problem with the New York Secretary of State and for that
reason, the Debtor is making this Application for authority to
allow its Board of Directors to change its name to CPI, Inc. which
will then clear the records and allow the Purchaser to utilize the
Cellular Products, Inc. name.
WHEREFORE, the Debtor respectfully requests an Order allowing
it to amend its corporate name, the new name being CPI, Inc.
DATED: October 9, 1996 AARON, DAUTCH, STERNBERG & LAWSON
Attorneys for Debtor
BY: /s/ William E. Lawson
______________________________
William E. Lawson
500 Convention Tower
Buffalo, NY 14202
(716) 854-3015
_________________________________________________________________
So Ordered,
DATED: October 23, 1996 Hon. Michael J. Kaplan
____________________________
U.S. Bankruptcy Judge
UNITED STATES BANKRUPTCY COURT
WESTERN DISTRICT OF NEW YORK
________________________________________________________________
IN RE: Cellular Products, Inc. BK No. 94-13415K
Debtor APPLICATION TO
AMEND ORDER
_________________________________________________________________
The Debtor, for its Application, respectfully states as
follows:
That the Order of this Court dated October 23, 1996 approved
the Debtor's Board of Directors authority to change its name to
CPI, Inc. Unfortunately, the Board of Directors has now found that
that name is preempted and, therefore, asks that the aforementioned
Order be amended to allow them to change their name to 872 Main
Street Corp., so allowing the purchaser of the business to utilize
the name Cellular Products, Inc. which they purchased.
WHEREFORE, the Debtor respectfully requests that the Order be
amended to allow the Debtor to amend its corporate name to 872 Main
Street Corp.
DATED: October 29, 1996 AARON, DAUTCH, STERNBERG & LAWSON
Attorneys for Debtor
BY: /s/ William E. Lawson
______________________________
William E. Lawson
500 Convention Tower
Buffalo, NY 14202
(716) 854-3015
_________________________________________________________________
So Ordered,
DATED: October 29, 1996 /s/ MICHAEL J. KAPLAN
____________________________
U.S. Bankruptcy Judge
