SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Uniforce Services, Inc.
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(Exact Name of Registrant as Specified in its Charter)
New York 13-1996648
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
415 Crossways Park Drive, Woodbury, New York 11797
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration If this Form relates to the
of a class of debt securities and is registration of a class of debt
effective upon filing pursuant to securities and is effective
General Instruction A(c)(1), please simultaneously with the
check the following box. / / effectiveness of a concurrent
registration statement under the
Securities Act of 1933 pursuant
to General Instruction A(c)(2),
please check the following box.
/ /
Securities to be registered pursuant to Section 12(b) of the Act:
Common Stock, par value $.01 per share
Securities to be registered pursuant to Section 12(g) of the Act:
None.
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Company is authorized to issue 10,000,000 shares of Common
Stock, par value $.01 per share (the "Common Stock"). Holders of Common Stock
are entitled to one vote per share. The Common Stock does not have cumulative
voting rights. Holders of Common Stock are entitled to share equally on a per
share basis in such dividends as may be declared by the Company's Board of
Directors out of funds legally available therefor or in the event of any
distribution of capital assets, whether voluntary or involuntary, after payment
of, or provision for, all debts and other liabilities. All shares of Common
Stock now outstanding are fully paid and non-assessable. No holder of Common
Stock has any pre-emptive or preferential right to purchase or subscribe for any
shares of Common Stock.
Item 2. Exhibits.
Exhibit
3.1 Certificate of Incorporation of the Registrant.(1)
3.2 Form of Certificate of Amendment of Certificate of Incorporation.(2)
3.3 By-laws of the Registrant, as amended through March 10, 1987.(2)
4.1 Specimen Common Stock Certificate.(2)
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(1) Incorporated by reference to Exhibit 3(f) to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995.
(2) Filed herewith.
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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.
Dated: June 20, 1997 Uniforce Services, Inc.
By:/s/ Harry V. Maccarrone
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Harry V. Maccarrone, Vice President
Finance
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CERTIFICATE OF AMENDMENT
OF
THE CERTIFICATE OF INCORPORATION
OF
UNIFORCE SERVICES, INC.
Under Section 805 of the Business Corporation Law
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 PARK AVENUE
NEW YORK, NEW YORK 10022
ATTN: DAVID J. ADLER, ESQ.
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CERTIFICATE OF AMENDMENT
OF
THE CERTIFICATE OF INCORPORATION
OF
UNIFORCE SERVICES, INC.
Under Section 805 of the
Business Corporation Law
It is hereby certified that:
(1) The name of the corporation is Uniforce Services, Inc. (the
"Corporation"). The Corporation was formed under the name
"UTPI Corp."
(2) The certificate of incorporation of the Corporation was filed
with the Department of State on January 11, 1984.
(3) The amendment of the certificate of incorporation effected by
this certificate of amendment is to authorize the issuance of
up to two million (2,000,000) shares of Preferred Stock.
(4) To accomplish the foregoing amendment, Paragraphs FOURTH and
FIFTH of the certificate of incorporation, relating to
capitalization, are hereby stricken out in their entireties,
and the following new Paragraphs FOURTH and FIFTH are
substituted in lieu thereof:
FOURTH: The aggregate number of shares that the
Corporation shall have authority to issue is twelve million
(12,000,000), consisting of ten million (10,000,000) shares of
common stock having a par value of one cent ($.01) per share,
all of which are of the same class and all of which are
designated as common shares (the "Common Stock"), and two
million (2,000,000) shares of preferred stock (the "Preferred
Stock") having a par value of one cent ($.01) per share.
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FIFTH: a) Common Stock. Each share of Common Stock
shall have one vote for all corporate purposes, with no
cumulative voting rights. Each share of Common Stock shall
have equal rights on dissolution, corporate distribution and
for all other corporate purposes.
b) Preferred Stock. The Board of Directors
is expressly authorized to provide for the issue of all or any
shares of Preferred Stock, without shareholder approval unless
otherwise required by applicable law, in one or more series,
and to fix for each such series such voting powers, full or
limited, and such designations, preferences and relative,
participating, optional or special rights and such
qualifications, limitations or restrictions thereof as shall
be stated and expressed in the resolution or resolutions
adopted by the Board of Directors providing for the issue of
such series and as may be permitted by the Business
Corporation Law of the State of New York.
(4) The balance of the certificate of incorporation shall remain
in full force and unchanged.
(5) The foregoing amendment of the certificate of incorporation
was authorized by the Board of Directors of the Corporation on
April 1, 1997, followed by the affirmative vote of the holders
of a majority of all outstanding shares entitled to vote
thereon at the Corporation's annual meeting of shareholders on
June 10, 1997.
IN WITNESS WHEREOF, we have subscribed this document on June 20, 1997
and do hereby affirm, under the penalties of perjury, that the statements
contained herein have been examined by us and are true and correct.
UNIFORCE SERVICES, INC.
By: /s/ Harry V. Maccarrone
-----------------------
Harry V. Maccarrone
Vice President Finance, Chief
Financial Officer and Treasurer
By: /s/ Diane J. Geller
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Diane J. Geller
Secretary
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As Amended March 10, 1987
BY-LAWS
OF
UNIFORCE TEMPORARY PERSONNEL, INC.
(Formed under the laws of the State of New York)
ARTICLE I
SHAREHOLDERS
Section 1. Annual Meeting. A meeting of the shareholders shall
be held annually for the election of directors and the transaction of other
business on such date in each year as may be determined by the Board of
Directors, but in no event later than 180 days following the end of the fiscal
year of the Corporation.
Section 2. Special Meetings. Special meetings of the
shareholders may be called by the Board of Directors or, subject to the control
of the Board, by the President and shall be called by the Board upon the written
request of the holders of record of a majority of the outstanding shares of the
Corporation entitled to vote at the meeting requested to be called. Such request
shall state the purpose or purposes of the proposed meeting. At such meetings
the only business which may be transacted is that relating to the purpose or
purposes set forth in the notice thereof.
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Section 3. Place of Meetings. Meetings of shareholders shall
be held at such place, within or without the State of New York, as may be fixed
by the Board of Directors. If no place is so fixed, such meetings shall be held
at the office of the Corporation in the State of New York.
Section 4. Notice of Meetings. Notice of each meeting of
shareholders shall be given in writing and shall state the place, date and hour
of the meeting and the purpose or purposes for which the meeting is called.
Notice of a special meeting shall indicate that it is being issued by or at the
direction of the person or persons calling or requesting the meeting.
If, at any meeting, action is proposed to be taken which
would, if taken, entitle objecting shareholders to receive payment for their
shares, the notice shall include a statement of that purpose and to that effect.
A copy of the notice of each meeting shall be given,
personally or by first class mail, not less than ten nor more than 50 days
before the date of the meeting, to each shareholder entitled to vote at such
meeting. If mailed, such notice is given when deposited in the United States
mail, with postage thereon prepaid, directed to the shareholder at his address
as it appears on the record of shareholders, or, if he shall have filed with the
Secretary of the Corporation a written request that notices to him be mailed to
some other address, then directed to him at such other address.
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When a meeting is adjourned to another time or place, it shall
not be necessary to give any notice of the adjourned meeting if the time and
place to which the meeting is adjourned are announced at the meeting at which
the adjournment is taken, and at the adjourned meeting any business may be
transacted that might have been transacted on the original date of the meeting.
However, if after the adjournment the Board of Directors fixes a new record date
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each shareholder of record on the new record date entitled to notice under the
preceding paragraphs of this Section 4.
Section 5. Waiver of Notice. Notice of meeting need not be
given to any shareholder who submits a signed waiver of notice, in person or by
proxy, whether before or after the meeting. The attendance of any shareholder at
a meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting, shall constitute a waiver of
notice by him.
Section 6. Inspectors of Election. The Board of Directors, in
advance of any shareholders' meeting, may appoint one or more inspectors to act
at the meeting or any adjournment thereof. If inspectors are not so appointed,
the person presiding at a shareholders' meeting may, and on the request of any
shareholder entitled to vote thereat shall, appoint two inspectors. In case any
person appointed fails to appear or act, the vacancy may be filled by
appointment made by the Board in advance of the
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meeting or at the meeting by the person presiding thereat. Each inspector,
before entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability.
The inspectors shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, and the validity and effect of proxies, and shall
receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result, and do such acts as are proper
to conduct the election or vote with fairness to all shareholders. On request of
the person presiding at the meeting or any shareholder entitled to vote thereat,
the inspectors shall make a report in writing of any challenge, question or
matter determined by them and execute a certificate of any fact found by them.
Any report or certificate made by them shall be prima facie evidence of the
facts stated and of the vote as certified by them.
Section 7. List of Shareholders at Meetings. A list of
shareholders as of the record date, certified by the Secretary or any Assistant
Secretary or by a transfer agent, shall be produced at any meeting of
shareholders upon the request thereat or prior thereto of any shareholder. If
the right to vote at any meeting is challenged, the inspectors of election, or
person presiding thereat, shall require such list of shareholders to be produced
as
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evidence of the right of the persons challenged to vote at such meeting, and all
persons who appear from such list to be shareholders entitled to vote thereat
may vote at such meeting.
Section 8. Qualification of Voters. Unless otherwise provided
in the certificate of incorporation, every shareholder of record shall be
entitled at every meeting of shareholders to one vote for every share standing
in his name on the record of shareholders.
Treasury shares as of the record date and shares held as of
the record date by another domestic or foreign corporation of any type or kind,
if a majority of the shares entitled to vote in the election of directors of
such other corporation is held as of the record date by the Corporation, shall
not be shares entitled to vote or to be counted in determining the total number
of outstanding shares.
Shares held by an administrator, executor, guardian,
conservator, committee, or other fiduciary, except a trustee, may be voted by
him, either in person or by proxy, without transfer of such shares into his
name. Shares held by a trustee may be voted by him, either in person or by
proxy, only after the shares have been transferred into his name as trustee or
into the name of his nominee.
Shares standing in the name of another domestic or foreign
corporation of any type or kind may be voted by such officer, agent or proxy as
the by-laws of such corporation may
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provide, or, in the absence of such provision, as the board of directors of such
corporation may determine.
A shareholder shall not sell his vote or issue a proxy to vote
to any person for any sum of money or anything of value except as permitted by
law.
Section 9. Quorum of Shareholders. The holders of a majority
of the shares entitled to vote thereat shall constitute a quorum at a meeting of
shareholders for the transaction of any business, provided that when a specified
item of business is required to be voted on by a class or series, voting as a
class, the holders of a majority of the shares of such class or series shall
constitute a quorum for the transaction of such specified item of business.
When a quorum is once present to organize a meeting, it is not
broken by the subsequent withdrawal of any shareholders.
The shareholders who are present in person or by proxy and who
are entitled to vote may, by a majority of votes cast, adjourn the meeting
despite the absence of a quorum.
Section 10. Proxies. Every shareholder entitled to vote at a
meeting of shareholders or to express consent or dissent without a meeting may
authorize another person or persons to act for him by proxy.
Every proxy must be signed by the shareholder or his
attorney-in-fact. No proxy shall be valid after the expiration of 11 months from
the date thereof unless otherwise provided in the
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proxy. Every proxy shall be revocable at the pleasure of the shareholder
executing it, except as otherwise provided by law.
The authority of the holder of a proxy to act shall not be
revoked by the incompetence or death of the shareholder who executed the proxy
unless before the authority is exercised, written notice of an adjudication of
such incompetence or of such death is received by the Secretary or any Assistant
Secretary.
Section 11. Vote or Consent of Shareholders. Directors shall,
except as otherwise required by law, be elected by a plurality of the votes cast
at a meeting of shareholders by the holders of shares entitled to vote in the
election.
Whenever any corporate action, other than the election of
directors, is to be taken by vote of the shareholders, it shall, except as
otherwise required by law, be authorized by a majority of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote thereon.
Whenever shareholders are required or permitted to take any
action by vote, such action may be taken without a meeting on written consent,
setting forth the action so taken, signed by the holders of all outstanding
shares entitled to vote thereon. Written consent thus given by the holders of
all outstanding shares entitled to vote shall have the same effect as a
unanimous vote of shareholders.
Section 12. Fixing Record Date. For the purpose of determining
the shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or to
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express consent to or dissent from any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment of any dividend
or the allotment of any rights, or for the purpose of any other action, the
Board of Directors may fix, in advance, a date as the record date for any such
determination of shareholders. Such date shall not be more than 50 nor less than
ten days before the date of such meeting, nor more than 50 days prior to any
other action.
When a determination of shareholders of record entitled to
notice of or to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof, unless
the Board of Directors fixes a new record date for the adjourned meeting.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Power of Board and Qualification of Directors. The
business of the Corporation shall be managed by the Board of Directors. Each
director shall be at least 18 years of age.
Section 2. Number of Directors. The number of directors
constituting the entire Board of Directors shall be the number, not less than
three nor more than fifteen, fixed from time to time by a majority of the total
number of directors which the Corporation would have, prior to any increase or
decrease, if there were no vacancies, provided, however, that no decrease shall
shorten the term of an incumbent director, and provided further, however, that
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if all of the shares of the Corporation are owned beneficially and of record by
less than three shareholders, the number of directors may be less than three but
not less than the number of shareholders.
Section 3. Election and Term of Directors. At each annual
meeting of shareholders, directors shall be elected to hold office until the
next annual meeting and until their successors have been elected and qualified.
Section 4. Quorum of Directors and Action by the Board. A
majority of the entire Board of Directors shall constitute a quorum for the
transaction of business, and, except where otherwise provided by these by-laws,
the vote of a majority of the directors present at a meeting at the time of such
vote, if a quorum is then present, shall be the act of the Board.
Any action required or permitted to be taken by the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board or the committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consent thereto by the
members of the Board or committee shall be filed with the minutes of the
proceedings of the Board or committee.
Section 5. Meetings of the Board. An annual meeting of the
Board of Directors shall be held in each year directly after the annual meeting
of shareholders. Regular meetings of the Board shall be held at such times as
may be fixed by the Board. Special
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meetings of the Board may be held at any time upon the call of the President or
any two directors.
Meetings of the Board of Directors shall be held at such
places as may be fixed by the Board for annual and regular meetings and in the
notice of meeting for special meetings. If no place is so fixed, meetings of the
Board shall be held at the principal office of the Corporation. Any one or more
members of the Board of Directors may participate in meetings by means of a
conference telephone or similar communications equipment.
No notice need be given of annual or regular meetings of the
Board of Directors. Notice of each special meeting of the Board shall be given
to each director either by mail not later than noon, New York time, on the third
day prior to the meeting or by telegram, written message or orally to the
director not later than noon, New York time, on the day prior to the meeting.
Notices are deemed to have been given: by mail, when deposited in the United
States mail; by telegram at the time of filing; and by messenger at the time of
delivery. Notices by mail, telegram or messenger shall be sent to each director
at the address designated by him for that purpose, or, if none has been so
designated, at his last known residence or business address.
Notice of a meeting of the Board of Directors need not be
given to any director who submits a signed waiver of notice whether before or
after the meeting, or who attends the meeting without protesting, prior thereto
or at its commencement, the lack of notice to him.
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A notice, or waiver of notice, need not specify the purpose of
any meeting of the Board of Directors.
A majority of the directors present, whether or not a quorum
is present, may adjourn any meeting to another time and place. Notice of any
adjournment of a meeting to another time or place shall be given, in the manner
described above, to the directors who were not present at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other directors.
Section 6. Resignations. Any director of the Corporation may
resign at any time by giving written notice to the Board of Directors or to the
President or to the Secretary of the Corporation. Such resignation shall take
effect at the time specified therein; and unless otherwise specified therein the
acceptance of such resignation shall not be necessary to make it effective.
Section 7. Removal of Directors. Any one or more of the
directors may be removed for cause by action of the Board of Directors. Any or
all of the directors may be removed with or without cause by vote of the
shareholders.
Section 8. Newly Created Directorships and Vacancies. Newly
created directorships resulting from an increase in the number of directors and
vacancies occurring in the Board of Directors for any reason except the removal
of directors by shareholders may be filled by vote of a majority of the
directors then in office, although less than a quorum exists. Vacancies
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occurring as a result of the removal of directors by shareholders shall be
filled by the shareholders. A director elected to fill a vacancy shall be
elected to hold office for the unexpired term of his predecessor.
Section 9. Executive and Other Committees of Directors. The
Board of Directors, by resolution adopted by a majority of the entire Board, may
designate from among its members an executive committee and other committees
each consisting of three or more directors and each of which, to the extent
provided in the resolution, shall have all the authority of the Board, except
that no such committee shall have authority as to the following matters:
(1) The submission to shareholders of any action
that needs shareholders' approval;
(2) The filling of vacancies in the Board or in
any committee;
(3) The fixing of compensation of the directors
for serving on the Board or on any committee;
(4) The amendment or repeal of the bylaws, or
the adoption of new by-laws;
(5) The amendment or repeal of any resolution of
the Board which, by its term, shall not be so amendable or repealable;
or
(6) The removal or indemnification of directors.
The Board of Directors may designate one or more directors as alternate
members of any such committee, who may
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replace any absent member or members at any meeting of such committee.
Unless a greater proportion is required by the resolution
designating a committee, a majority of the entire authorized number of members
of such committee shall constitute a quorum for the transaction of business, and
the vote of a majority of the members present at a meeting at the time of such
vote, if a quorum is then present shall be the act of such committee.
Each such committee shall serve at the pleasure of the Board
of Directors.
Section 10. Compensation of Directors. The Board of Directors
shall have authority to fix the compensation of directors for services in any
capacity.
Section 11. Interest of Directors in a Transaction. Unless
shown to be unfair and unreasonable as to the Corporation, no contract or other
transaction between the Corporation and one or more of its directors, or between
the Corporation and any other corporation, firm, association or other entity in
which one or more of the directors are directors or officers, or are financially
interested shall be either void or voidable, irrespective of whether such
interested director or directors are present at a meeting of the Board of
Directors, or of a committee thereof, which authorizes such contract or
transaction and irrespective of whether his or their votes are counted for such
purpose. In the absence of fraud any such contract or transaction may be
conclusively authorized or approved as fair and reasonable by:
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(1) The Board of Directors or a duly empowered
committee thereof, by a vote sufficient for such purpose without
counting the vote or votes of such interested director or directors
(although he or they may be counted in determining the presence of a
quorum at the meeting which authorizes such contract or transaction),
if the fact of such common directorship, officership or financial
interest is disclosed or known to the Board or committee (as the case
may be); or
(2) The shareholders entitled to vote for the
election of directors, if such common directorship, officership or
financial interest is disclosed or known to such shareholders.
Notwithstanding the foregoing, no loan, except advances in
connection with indemnification, shall be made by the Corporation to any
director unless it is authorized by vote of the shareholders without counting
any shares of the director who would be the borrower.
ARTICLE III
OFFICERS
Section 1. Officers. The Board of Directors, as soon as may be
practicable after the annual election of directors, shall elect a Chairman of
the Board, a President, one or more Vice-Presidents, a Secretary and a
Treasurer, and from time to time may elect or appoint such other officers as it
may determine. Any two or more offices may be held by the same person, except
that the
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same person may not hold the offices of President and Secretary. When all of the
issued and outstanding stock of the Corporation is owned by one person, such
person may hold all or any combination of offices. The Board of Directors may
also elect such additional Vice-Presidents, one or more Assistant Secretaries
and Assistant Treasurers.
Section 2. Other Officers. The Board of Directors may appoint
such other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.
Section 3. Compensation. The salaries of all officers and
agents of the Corporation shall be fixed by the Board of Directors.
Section 4. Term of Office and Removal. Each officer shall hold
office for the term for which he is elected or appointed, and until his
successor has been elected or appointed and qualified. Unless otherwise provided
in the resolution of the Board of Directors electing or appointing an officer,
his term of office shall extend to and expire at the meeting of the Board
following the next annual meeting of shareholders. Any officer may be removed by
the Board, with or without cause, at any time. Removal of an officer without
cause shall be without prejudice to his contract rights, if any, and the
election or appointment of an officer shall not of itself create contract
rights.
Section 5. Powers and Duties.
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(a) Chairman of the Board: The Chairman of the Board
shall be the chief executive officer of the Corporation and shall preside at all
meetings of the Board of Directors and of the shareholders. He shall counsel
freely with the President and shall share with the President in the general
supervision of all of the business and affairs of the Corporation and shall
exercise such other powers as may be given from time to time by the Board of
Directors or by the By-laws of the Corporation.
(b) President: The President shall be the chief
operating officer of the Corporation, shall have general and active management
of the business of the corporation and shall see that all orders and resolutions
of the Board of Directors are carried into effect. In the event of a vacancy in
the office of Chairman of the Board, he shall preside at all meetings of the
shareholders and the Board of Directors and shall perform such other duties of
the Chairman of the Board as the Board of Directors may from time to time
prescribe.
He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.
(b) Vice-Presidents: The Vice-Presidents, in the
order designated by the Board of Directors, or in the absence of any
designation, then in the order of their election, during the
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absence or disability of or refusal to act by the President shall perform the
duties and exercise the powers of the President, and shall perform such other
duties as the Board of Directors shall prescribe.
(c) Secretary and Assistant Secretaries: The
Secretary shall attend all meetings of the Board of Directors and all meetings
of the shareholders and record all the proceedings of the meetings of the
Corporation and of the Board of Directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when required. He
shall give, or cause to be given, notice of all meetings of the shareholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or President, under whose
supervision he shall be. He shall have custody of the corporate seal of the
Corporation and he, or an Assistant Secretary, shall have authority to affix the
same to any instrument requiring it and when so affixed, it may be attested by
his signature or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his signature.
The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order designated by the Board of Directors (or in the absence
of any designation, then in the order of their election), shall, in the absence
of the Secretary or in the event of his inability or refusal to act, perform the
duties
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and exercise the powers of the Secretary and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.
(d) Treasurer and Assistant Treasurers: The Treasurer
shall have the custody of the corporate funds and securities and shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors.
He shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.
If required by the Board of Directors, he shall give
the Corporation a bond (which shall be renewed every six years) in such sum and
with such surety or sureties as shall be satisfactory to the Board of Directors
for the faithful performance of the duties of his office and for the restoration
to the Corporation, in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.
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The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order designated by the Board of Directors (or
in the absence of any designation, then in the order of their election), shall,
in the absence of the Treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.
Section 6. Books to be Kept. The Corporation shall keep (a)
correct and complete books and records of account, (b) minutes of the
proceedings of the shareholders, Board of Directors and any committees of
directors, and (c) a current list of the directors and officers and their
residence addresses. The Corporation shall also keep at its office in the State
of New York or at the office of its transfer agent or registrar in the State of
New York, if any, a record containing the names and addresses of all
shareholders, the number and class of shares held by each and the dates when
they respectively became the owners of record thereof.
The Board of Directors may determine whether and to what
extent and at what times and places and under what conditions and regulations
any accounts, books, records or other documents of the Corporation shall be open
to inspection, and no creditor, security holder or other person shall have any
right to inspect any accounts, books, records or other documents of the
Corporation except as conferred by statute or as so authorized by the Board.
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<PAGE>
Section 7. Checks. Notes, etc. All checks and drafts on, and
withdrawals from the Corporation's accounts with banks or other financial
institutions, and all bills of exchange, notes and other instruments for the
payment of money, drawn, made, indorsed, or accepted by the Corporation, shall
be signed on its behalf by the person or persons thereunto authorized by, or
pursuant to resolution of, the Board of Directors.
ARTICLE IV
FORMS OF CERTIFICATES AND LOSS AND
TRANSFER OF SHARES
Section 1. Forms of Share Certificates. The shares of the
Corporation shall be represented by certificates, in such forms as the Board of
Directors may prescribe, signed by the President or a Vice-President and the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer,
and may be sealed with the seal of the Corporation or a facsimile thereof. The
signatures of the officers upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent or registered by a registrar
other than the Corporation or its employee. In case any officer who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer before such certificate is issued, it may be issued by
the Corporation with the same effect as if he were such officer at the date of
issue.
Each certificate representing shares issued by the Corporation
shall set forth upon the face or back of the certificate, or shall state that
the Corporation will furnish to any shareholder upon request and without charge,
a full statement
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<PAGE>
of the designation, relative rights, preferences and limitations of the shares
of each class of shares, if more than one, authorized to be issued and the
designation, relative rights, preferences and limitations of each series of any
class of preferred shares authorized to be issued so far as the same have been
fixed, and the authority of the Board of Directors to designate and fix the
relative rights, preferences and limitations of other series.
Each certificate representing shares shall state upon the face
thereof:
(1) That the Corporation is formed under the
laws of the State of New York;
(2) The name of the person or persons to whom
issued; and
(3) The number and class of shares, and the
designation of the series, if any, which such certificate
represents.
Section 2. Transfers of Shares. Shares of the Corporation
shall be transferable on the record of shareholders upon presentment to the
Corporation or a transfer agent of a certificate or certificates representing
the shares requested to be transferred, with proper indorsement on the
certificate or on a separate accompanying document, together with such evidence
of the payment of transfer taxes and compliance with other provisions of law as
the Corporation or its transfer agent may require.
Section 3. Lost, Stolen or Destroyed Share Certificates. No
certificate for shares of the Corporation shall be issued in
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<PAGE>
place of any certificate alleged to have been lost, destroyed or wrongfully
taken, except, if and to the extent required by the Board of Directors, upon:
(1) Production of evidence of loss, destruction or
wrongful taking;
(2) Delivery of a bond indemnifying the Corporation
and its agents against any claim that may be made against it or them
on account of the alleged loss, destruction or wrongful taking of the
replaced certificate or the issuance of the new certificate;
(3) Payment of the expense of the Corporation and its
agents incurred in connection with the issuance of the new
certificate; and
(4) Compliance with such other reasonable
requirements as may be imposed.
ARTICLE V
OTHER MATTERS
Section 1. Corporate Seal. The Board of Directors may adopt a
corporate seal, alter such seal at pleasure, and authorize it to be used by
causing it or a facsimile to be affixed or impressed or reproduced in any other
manner.
Section 2. Fiscal Year. The fiscal year of the Corporation
shall be such period as may be fixed by the Board of Directors.
Section 3. Amendments. By-laws of the Corporation may be
adopted, amended or repealed by vote of the holders of the shares
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<PAGE>
at the time entitled to vote in the election of any directors. By-laws may also
be adopted, amended or repealed by the Board of Directors, but any by-law
adopted by the Board may be amended or repealed by the shareholders entitled to
vote thereon as hereinabove provided.
If any by-law regulating an impending election of directors is
adopted, amended or repealed by the Board of Directors, there shall be set forth
in the notice of the next meeting of shareholders for the election of directors
the by-law so adopted, amended or repealed, together with a concise statement of
the changes made.
Section 4. Indemnification. The Corporation shall, to the
fullest extent permitted by the New York Business Corporation Law as amended or
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said law from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said law.
The Corporation may enter into indemnification agreements with
any officers, directors or other persons whom it shall have power to indemnify,
when and as determined by the Board of Directors.
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EXHIBIT 4.1
COMMON STOCK COMMON STOCK
NUMBER SHARES
SEE REVERSE FOR DEFINITIONS
CUSIP NO. 904724 10 1
UNIFORCE
TEMPORARY PERSONNEL, INC.
INCORPORATED UNDER THE LAWS
OF THE STATE OF NEW YORK
THIS CERTIFIES THAT IS THE OWNER OF
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.01 PER
SHARE, OF
UNIFORCE TEMPORARY PERSONNEL, INC.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this certificate properly
endorsed.
This certificate and the shares represented hereby are issued and shall
be subject to the provisions of the Certificate of Incorporation and the Bylaws
of the Corporation (copies of which are on file with the Transfer Agent), to
which the holder, by the acceptance hereof, assents. This Certificate is not
valid unless countersigned by the Transfer Agent and registered by the
Registrant.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated: UNIFORCE TEMPORARY PERSONNEL, INC.
/s/Gordon Robinett /s/John Fanning
- ------------------ ----------------
Gordon Robinett CORPORATE John Fanning
SECRETARY SEAL PRESIDENT
COUNTERSIGNED AND REGISTERED:
CHEMICAL BANK (New York, NY)
TRANSFER AGENT AND REGISTRAR
BY
--------------------------------
AUTHORIZED OFFICER
<PAGE>
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:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ______ Custodian ______
(Cust) (Minor)
under Uniform Gifts to Minors
Act__________________________
(State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as
tenants in common
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
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)
- ----------------------------------------------------------------------- Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
- ----------------------------------------------------------------------- Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated:_________________________________
________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
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