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
Date of Report: March 10, 1998
OSAGE SYSTEMS GROUP, INC.
(Exact name of registrant as specified in charter)
Delaware 0-22808 95-4374983
(State or other (Commission (IRS Employer
jurisdiction of File Number) identification no.)
incorporation)
1661 East Camelback Road, Suite 245
Phoenix, Arizona 85016
(Address of principal executive offices)
(602) 274-1299
(Registrant's telephone number, including area code)
Pacific Rim Entertainment, Inc.
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
On March 10, 1998, Pacific Rim Entertainment, Inc. (the "Company")
effected an amendment to its Certificate of Incorporation whereby the name of
the Company was changed from "Pacific Rim Entertainment, Inc." to "Osage Systems
Group, Inc." The name change was effected pursuant to an Information Statement
of the Company dated February 10, 1998.
Additionally, on March 10, 1998, Mr. Michael Glynn was appointed as the
fifth member to the Board of Directors of the Company. Mr. Glynn currently
serves as Executive Vice-President of the Company. Prior thereto, he served as
Director of Sales for the Southwest region of United States for Compuware, a
publicly-traded software manufacturer. From 1996 to 1997, Mr. Glynn served as
Senior Vice President and Chief Operating Officer of Prologic Management
Systems, a publicly-traded software development company. From 1993 to 1996, he
was Director of Sales and International Business Development at Access
Technologies (formerly Access Graphics, a division of Lockheed Martin), an
aggregator of computer software and hardware. From 1991 to 1993, Mr. Glynn
served on the football staff at the University of Colorado. Mr. Glynn is a
graduate from the University of Notre Dame with a Bachelor of Arts degree in the
Program of Liberal Studies and Languages and a Master of Divinity degree. He is
also continuing his graduate work at Northwestern University's JL Kellogg
Graduate School of Management.
<PAGE>
SIGNATURES
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.
OSAGE SYSTEMS GROUP, INC.
By: /s/ Jack Leadbeater
------------------------
Jack Leadbeater
Chief Executive Officer
Date: March 10, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
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<S> <C> <C>
3.1 Certificate of Designations, Preferences and Rights of Class A
Non-Voting Convertible Preferred Stock dated April 13, 1994
3.2 Certificate of Amendment of Certificate of Designations, Preferences
and Rights of Class A Non-Voting Convertible Preferred
Stock dated May 4, 1994
3.3 Certificate of Restoration and Revival of Certificate of Incorporation
of Pacific Rim Entertainment, Inc. dated May 5, 1997
3.4 Certificate of Amendment to the Certificate of Incorporation of Pacific
Rim Entertainment, Inc. dated November 21, 1997 (regarding reverse splits)
3.5 Certificate of Amendment to the Certificate of Incorporation of Pacific
Rim Entertainment, Inc. dated March 10, 1998 (regarding name change)
</TABLE>
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
OF CLASS A NON-VOTING CONVERTIBLE PREFERRED STOCK
$.01 PAR VALUE PER SHARE
of
PACIFIC RIM ENTERTAINMENT, INC.
----------------
Pursuant to Section 151(g) of the
General Corporation Law of
the State of Delaware
-----------------
We, Alan W. Livingston, the President, and Walter M. Epstein, the
Assistant Secretary, of Pacific Rim Entertainment, Inc. (hereinafter called the
"Corporation"), a corporation organized and existing under and by virtue of the
provisions of the General Corporation Law of the State of Delaware,
DO HEREBY CERTIFY:
FIRST: The Corporation's certificate of incorporation (the "Certificate
of Incorporation"), authorizes the issuance of 1,000 shares of Preferred Stock,
$.01 par value per share ("Preferred Stock"), in one or more series, and further
authorizes the Board of Directors from time to time to provide by resolution for
the issuance of shares of Preferred Stock in one or more series not exceeding
the aggregate number of shares of Preferred Stock authorized by the Certificate
of Incorporation and to determine with respect to each such series of Preferred
Stock, the voting powers, if any, designations, preferences, and relative,
participating, optional or other rights, and the qualifications, limitations and
restrictions appertaining thereto.
SECOND: The Board of Directors of the Corporation at a meeting held by
telephonic conference on March 31, 1994, duly adopted the following resolution
authorizing the creation and issuance of a series of Preferred Stock to be known
as "Class A Non-Voting Convertible Preferred Stock," said Class A Non-Voting
Convertible Preferred Stock to be convertible upon certain terms and conditions
into the Common Stock, $.01 par value per share of the Corporation (the "Common
Stock") and to have voting powers, designations, preferences, and relative,
participating, optional and other rights, and qualifications, limitations and
restrictions appertaining thereto as are set forth in this Certificate of
Designations, Preferences and Rights of Class A Non-Voting Convertible Preferred
Stock:
"RESOLVED, that the Board hereby authorizes the issuance of 550 shares
of Class A Non-Voting Convertible Preferred Stock (the "Preferred Stock") and
establishes and fixes the voting powers, designations, preferences, and
relative, participating, optional and other rights with respect to the Preferred
Stock, and the qualifications, limitations and restrictions appertaining thereto
pursuant to the Certificate of Designation, Preferences and Rights of Class A
Non-Voting Convertible Preferred Stock (the "Certificate of Designations") which
is attached hereto as Exhibit A, and that the President, any Vice President, the
Treasurer and the Secretary or any Assistant Secretary of the Corporation
(collectively the "Executive Officers") are hereby authorized and empowered to
execute the Certificate of Designations on behalf of the Corporation and to file
the Certificate of Designations on behalf of the Corporation with the office of
the Secretary of State of the State of Delaware.
<PAGE>
A. Designation and Number
The designation of non-voting convertible Preferred Stock created by
this Certificate of Designations shall be Class A Non-Voting Convertible
Preferred Stock, $.01 par value per share (the "Class A Preferred Stock"), of
Pacific Rim Entertainment, Inc., a Delaware corporation (the "Corporation"), and
the number of shares constituting each class shall be 550 shares, which number
may be increased or decreased (but not below the number of shares of Class A
Preferred Stock then outstanding) from time to time by the board of directors of
the Corporation (the "Board of Directors"). The Class A Preferred Stock shall
rank prior to the Common Stock, $.01 par value per share of the Corporation (the
"Common Stock"), with respect to any payment or distribution to be made to the
holders of the Corporation's capital stock upon the liquidation, dissolution or
winding up of the Corporation as provided in this Certificate of Designations.
B. Voting Rights
1 Except as otherwise provided by law or in paragraph 2 or 3 of this
Section B, the Class A Preferred Stock shall have no voting rights whatsoever.
2. No amendment of the Certificate of Incorporation of the Corporation
affecting the voting, dividend, liquidation, or conversion rights, preferences
or privileges, if any, of the Class A Preferred Stock shall be valid or
effective without the previous affirmative authorization by vote of the record
holders of the Class A Preferred Stock. Unless a greater vote shall then be
required by law, any such amendment shall require the affirmative vote of the
majority of the outstanding share of the Class A Preferred Stock, voting
together as a single class.
3. Subject to the provisions of paragraph 4 below, for so long as any
shares of Class A Preferred Stock remain issued and outstanding the Corporation
shall not, without the affirmative vote of the holder of a majority (unless a
greater vote shall then be required by law) of the Class A Preferred Stock,
voting together as a single class (with the holders of shares of Class A
Preferred Stock being entitled to the number of votes equal to the number of
shares of Common Stock into which such shares of Class A Preferred Stock could
be converted at the record date for the determination of the stockholders
entitled to vote on such matters or, if no such record date is established, at
the date such vote is taken or any written consent of stockholders is first
solicited), alter, change, modify or amend the Certificate of Incorporation or
the By-Laws of the Corporation in order to provide for, or take any other action
to provide for, the authorization and issuance of any additional class or series
of capital stock having any rights, preferences or priorities equivalent to or
greater than (either in any particular aspect or in the aggregate) the Class A
Preferred Stock.
-2-
<PAGE>
4. In addition to the approval required by paragraph 3 above, the
authorization and issuance of any additional class or series of capital stock
which has any of the following rights, preferences or priorities over the Class
A Preferred Stock, shall require the approval of the holders of a majority
{unless a greater vote is then required by law) of the then outstanding shares
of Class A Preferred Stock voting together as a separate class: (a) voting
rights under paragraph 2 above which require a higher percentage of approval for
such new class or series than the percentage specified for the Class A Preferred
Stock; (b) voting rights under paragraph 3 above which provide for a separate
class vote requirement for such new class or series; (c) voting rights under
this paragraph 4 which require a higher percentage approval for such new class
or series than the percentage specified for the Class A Preferred Stock; (d)
voting rights on matters other than those enumerated above which are not pari
passu with the voting rights of the Class A Preferred Stock, (e) dividend rights
providing for payment of dividends on such new class or series prior to or in
preference to payment of dividends on the Class A Preferred Stock; (f)
liquidation rights providing for any payment to holders of shares of such new
class or series prior to or in preference to payments to the holders of the
Class A Preferred Stock; or (g) conversion of shares of such new class or series
which results in an initial conversion ratio of more than one thousand shares of
Common Stock for each share of such new class or series, or on terms which are
not substantially the same as those applicable to the Class A Preferred Stock.
C. Dividend Rights
1. The Board of Directors shall not declare and pay any cash dividends
to the holders of the Common Stock unless they also simultaneously declare and
pay, pursuant to paragraph 2 below, an equivalent cash dividend to the holders
of the Class A Preferred Stock. If and when declared, such dividends shall be
payable out of any source lawfully available for the payment of dividends.
2. The holders of shares of the Class A Preferred Stock and Common
Stock shall participate equally, share for share, in all cash dividends and
distributions if and when declared and paid by the Board of Directors, except
that the holder of each share of Class A Preferred Stock shall be entitled to
receive cash dividends and distributions in the amount payable in respect of the
number of shares of Common Stock into which such shares of Class A Preferred
Stock are then convertible, based upon the then existing Conversion Rate (as
defined below). Notwithstanding the foregoing, no dividends payable in shares of
Common Stock shall be paid in respect of the Class A Preferred Stock but such
dividends payable in shares of Common Stock may be paid to holders of Common
Stock without the payment of dividends to holders of Class A Preferred Stock as
long as the Corporation fully complies with the terms and conditions of
paragraph 5(e) of Section E hereof. Notwithstanding the provisions of the
foregoing sentence, the anti-dilution provision set forth in Section E.4(b)
hereof shall continue to apply to the Class A Preferred Stock upon the issuance
of dividends payable in shares of Common Stock.
D. Liquidation Rights
1. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation (hereinafter referred to as a
"Liquidation"), before any distribution or payment
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<PAGE>
shall be made to or set aside for the holders of the Common Stock, the holders
of the Class A Preferred Stock shall be entitled to receive from the assets of
the Corporation the sum of $2,975.00 per share in cash or other property (the
"Preferred Stock Liquidation Value"), such amount to be appropriately adjusted,
upward or downward in the event of any stock dividend, stock split or
combination, or similar recapitalization (hereinafter referred to as a
"Recapitalization"). If upon any such liquidation, dissolution or winding up of
the Corporation the assets of the Corporation to be distributed among the
holders of the Class A Preferred Stock are insufficient to permit payment to
such holders of the aggregate Preferred Stock Liquidation Value amount which
they are entitled to be paid, then the assets available to be distributed to
such holders will be distributed ratably among such holders, based upon the
aggregate Class A Preferred Stock Liquidation Value of the Class A Preferred
Stock held by each such holder of Class A Preferred Stock.
2. After payment shall have been made in full to the holders of the
Class A Preferred Stock as provided in paragraph 1 above, the holders of the
Common Stock shall be entitled to receive from the remaining assets of the
Corporation, before any further distribution or payment is made to any other
party, the sum of $5.00 per share of Common Stock in cash or other property (the
"Common Stock Liquidation Value"), such amount to be appropriately adjusted in
the event of any Recapitalization. If the assets of the Corporation to be so
distributed among the holders of the Common Stock are insufficient to permit
payment to such holders of the aggregate Common Stock Liquidation Value amount
which they are entitled to be paid, then the remaining assets will be
distributed ratably among such holders based upon the number of shares of Common
Stock held by such holders.
3. Any assets Of the Corporation remaining after such payment referred
to in paragraphs 1 and 2 above shall have been made in full to the holders of
the Class A Preferred Stock and the holders of the Common Stock, shall be
distributed with respect to the outstanding shares of Class A Preferred Stock
and Common Stock pro rata without regard to class, except that for purposes of
such distribution, the Class A Preferred Stock shall be entitled to receive out
of such distribution the amount payable in respect of the number of shares of
Common Stock into which such Class A Preferred Stock would then be convertible
based upon the then existing Conversion Rate (as defined below).
4. Neither the consolidation or merger of the Corporation into or with
any other corporation or corporations, nor the sale or transfer by the
Corporation of all or any part of its assets, nor the reduction of the capital
stock of the Corporation, will be deemed to be a liquidation, dissolution or
winding up of the Corporation within the meaning of this Section D. The
Corporation will mail written notice of any liquidation, winding up or
dissolution of the Corporation to each record holder of Class A Preferred Stock,
not less than sixty (60) days prior to the payment date stated therein.
B. Conversion of Preferred Stock
The rights and obligations of the holders of the Class A Preferred
Stock to convert such shares into shares of Common Stock of the Corporation
shall be as follows:
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<PAGE>
1 Right to Convert. At any time on or after June 1, 1994, the shares of
Class A Preferred Stock shall be convertible at the option of the respective
holders thereof at the office of the Corporation into fully paid and
nonassessable shares of Common Stock at the Conversion Rate (as defined below)
then in effect for the Class A Preferred Stock as provided herein.
2. Automatic Conversion. On April 1, 1996, all outstanding shares of
Class A Preferred Stock, if any, will, without any action on the part of the
Corporation or the holders thereof, be immediately and automatically converted
into shares of Common Stock of the Corporation at the Conversion Rate (as
defined below) then in effect for the Class A Preferred Stock as provided
herein, and thereafter no shares of Class A Preferred Stock will be outstanding
and any holder of a certificate for shares of Class A Preferred Stock will be
deemed to be the holder of the number of shares of Common Stock into which the
shares of Class A Preferred Stock represented by such certificate were so
converted
3. Mechanics of Conversion. Before any holder of shares of Class A
Preferred Stock shall be entitled pursuant to the first sentence of paragraph 1
above to convert the same into shares of Common Stock, such holder must
surrender the certificate or certificate therefor at the office of the
Corporation or office of the Corporation's transfer agent, and shall give
written notice to the Corporation at said office that it elects to convert the
same into shares of Common Stock of the Corporation and shall state in such
notice the name or names in which it would like such shares of Common Stock to
be registered. If less than the full number of shares of Class A Preferred Stock
evidenced by the surrendered certificate or certificates are being converted
into shares of Common Stock, a new certificate of like tenor shall be issued by
the Corporation at the expense of the holder of the Class A Preferred Stock for
the number of shares of Class A Preferred Stock not being converted. Such
conversion shall be deemed to have been made as of the date of such surrender of
the shares of Class A Preferred Stock to be converted, and the person or persons
entitled to receive the shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such shares
of Common Stock on said date.
4. Conversion Rate. Each share of Class A Preferred Stock shall be
convertible into 2,000 shares of Common Stock (the "Conversion Rate"). The
Conversion Rate shall be subject to readjustment, upward or downward, as
provided herein and the calculation required hereby shall be in respect of a
holder to the nearest 1/100th of a share.
5. Adjustment to Conversion Rate.
(a) Subdivisions and Combinations. In the event of any
subdivision or combination of the Common Stock of the Corporation, then in each
such event the Conversion Rate in effect immediately prior thereto shall be
proportionately reduced or increased, as appropriate, as of the effective date
of such event.
(b) Adjustment for Other Dividends and Distributions. In the
event the Corporation at any time or from time to time makes, or fixes a record
date for the determination of holders of Common Stock for the purpose of
entitling holders of Common Stock of the Corporation to receive a dividend or
-5-
<PAGE>
other distribution payable in or otherwise consisting of securities of the
Corporation, including its Common Stock, or securities or other rights which
directly or indirectly may be converted into, exchanged for or satisfied in
shares of its Common Stock, then and in each such event provisions shall be made
so that the holders of Class A Preferred Stock shall receive upon conversion
thereof, in addition to the number of shares of Common Stock receivable
thereupon, the amount of securities of the Corporation which they would have
received had their Class A Preferred Stock been converted into Common Stock on
the date of such event to and including any date of conversion of the Preferred
Stock, subject to all other adjustments, upward or downward, called for during
such period under this paragraph 5 of Section E hereof with respect to the
rights of the holders of the Class A Preferred Stock.
(c) Adjustment for Reclassification, Exchange and
Substitution. In the event that at any time or from time to time the Common
Stock issuable upon the conversion of the Class A Preferred Stock is changed
into the same or a different number of shares of any class or classes of stock,
whether by recapitalization, reclassification or otherwise (other than a
subdivision or combination of shares or stock dividend or a reorganization,
merger, consolidation or sale of assets, provided for elsewhere in this
paragraph 5 of Section E hereof), then and in any such event each holder of
Class A Preferred Stock shall have the right thereafter to convert such Class A
Preferred Stock into the kind and amount of stock and other securities and
property receivable upon such recapitalization, reclassification or other
change, by a holder of the maximum number of shares of Common Stock into which
such shares of Class A Preferred Stock could have been converted immediately
prior to such recapitalization, reclassification or change, all subject to
further adjustment, upward or downward, as provided herein.
(d) Reorganization,. Merger. Consolidation or Sale of Assets.
If at any time or from time to time there is a capital reorganization of the
Common Stock (other than a recapitalization, subdivision, combination,
reclassification or exchange of shares provided for elsewhere in this paragraph
5 of Section E hereof) or a merger or consolidation of the Corporation with or
into another Corporation or the sale of all or substantially all of the
Corporation's assets to any other person, then, as part of such reorganization,
merger, consolidation or sale, provision shall be made so that the holders of
the Class A Preferred Stock shall thereafter be entitled to receive upon
conversion of the Class A Preferred Stock the number of shares of stock or other
securities or cash or other property of the Corporation, or of the successor
corporation resulting from such merger or consolidation or sale, to which a
holder of the number of shares of Common Stock deliverable upon such conversion
would have been entitled as a result of such capital reorganization, merger,
consolidation or sale. In any such case, appropriate adjustment shall be made in
the application of the provisions of this paragraph 5 of Section E hereof with
respect to the rights of the holders of the Class A Preferred Stock after the
reorganization, merger, consolidation or sale to the extent that the provisions
of this paragraph 5 of Section E hereof (including adjustment of the Conversion
Rate then in effect and the number of shares obtainable upon conversion of the
Class A Preferred Stock) shall be applicable after that event and shall be as
nearly equivalent as may be practicable
(e) Record Date. In the event a record date shall be fixed or
otherwise applicable for the purpose of entitling holders of the Common Stock to
receive a dividend or other distribution payable in or otherwise consisting of
shares of Common Stock or to subscribe
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<PAGE>
for or otherwise acquire such shares (including, in either case, securities or
other rights which directly or indirectly may be converted into, exchanged for
or satisfied in such shares), then such record date shall be deemed for purposes
of paragraph (b) above to be the time of the issue or sale of any such shares
issued or sold in connection with such dividend, distribution or granting of
right of subscription or acquisition. In the event of (i) any-taking by the
Corporation of a record of the holders of any class or series of securities for
the purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution with respect to the capital stock of the
Corporation, (ii) any Recapitalization, merger or Liquidation of the Corporation
or (iii) any proposed issuance or grant by the Corporation of any shares of
stock of any class or any other securities, or any right or option to subscribe
for, purchase or otherwise acquire any shares of stock of any class or any other
securities, the Corporation shall mail to each holder of Class A Preferred Stock
at least thirty (30) days prior to the record date specified therein, or the
proposed date for the taking of action referred to, a notice specifying (A) the
date on which any such record is to be taken for the purpose of such dividend or
distribution and a description of such dividend or distribution, (B) the date on
which any such Recapitalization, merger or Liquidation is expected to become
effective, and the time, if any, is to be fixed, as to when the holders of
record of Common Stock (or other securities) shall be entitled to exchange their
shares of Common Stock (or other securities) for securities or other property
deliverable upon such Recapitalization, merger or Liquidation or (C) the amount
and character of any stock or other securities or rights or options with respect
thereto, proposed to be issued or granted, the date of such proposed issue or
grant and the persons or class of persons to whom such proposed issue or grant
is to be offered or made.
6. Notice of Adjustment. Upon each adjustment referred to in paragraph
5 of this Section E, the Corporation shall forthwith give written notice thereof
to the holders of shares of Class A Preferred Stock in the form of a certificate
executed by the Corporation's President or Treasurer, stating the new number of
shares so receivable and setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.
7. No Reissuance. All shares of Class A Preferred Stock which are
converted into shares of Common Stock pursuant to paragraphs 1 or 2 of this
Section E shall be retired at such time and shall not be reissued.
8. Reservation of Shares. The Corporation shall at all times reserve
and keep available, out of its authorized but unissued shares of Common Stock,
solely for the purpose of effecting the conversion of the shares of Class A
Preferred Stock into shares of Common Stock, the full number of shares of Common
Stock deliverable upon conversion of all of the shares of Class A Preferred
Stock from time to time outstanding. If at any time the number of authorized but
unissued shares of Common Stock shall not be sufficient to effect the conversion
of all of the then outstanding shares of Class A Preferred Stock, the
Corporation shall, subject to the requirements of Delaware law, take such
corporate action as may, in the opinion of its counsel, be necessary to increase
its authorized but unissued shares of Common Stock to such number of shares as
shall be efficient for such purposes.
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<PAGE>
9. Fractional Shares. No fractional shares or scrip representing
fractional shares shall be issued upon the conversion of any of the shares of
Class A Preferred Stock into shares of Common Stock. If any such conversion
results in a fraction, an amount equal to such fraction multiplied by an amount
equal to the sum paid per share to the Corporation therefor on original issue
shall be paid to such holder in cash by the Corporation
F. Notices.
Any notices or certificates required by the Certificate of
Incorporation of the Corporation or this Certificate of Designations to be
delivered to any holder of shares of the Corporation's capital stock shall be
deemed given when personally delivered to such holder or upon deposit in the
United States mail, certified or registered mail, return receipt requested,
postage prepaid, and addressed to such holder at its address appearing on the
books of the Corporation.
IN WITNESS WHEREOF, Pacific Rim Entertainment, Inc. has caused this
Certificate of Designations to be signed by its President, and attested to by
its Secretary, this 13th day of April, 1994 .
PACIFIC RIM ENTERTAINMENT, INC.
By: /s/ Alan W. Livingston
-----------------------------
Name: Alan W. Livingston
Title: President
ATTEST:
/s/ Walter M. Epstein
- ----------------------------
Name: Walter M. Epstein
Title: Assistant Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND
RIGHTS OF CLASS A NON-VOTING
CONVERTIBLE PREFERRED STOCK
$.01 PAR VALUE PER SHARE OF
PACIFIC RIM ENTERTAINMENT, INC.
a Delaware corporation
PACIFIC RIM ENTERTAINMENT, INC. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, does hereby certify:
FIRST: That, by unanimous written consent of the Hoard of Directors of
the Corporation, the following resolutions proposing and declaring advisable an
amendment to the Certificate of Designations, Preferences and Rights of Class A
Non-Voting Convertible Preferred Stock of the Corporation were adopted by the
Board of Directors of the Corporation:
RESOLVED, that the Board of Directors of the Corporation deems
it appropriate, necessary and advisable that the Certificate of
Designations, Preferences and Rights of Class A Non-Voting Convertible
Preferred Stock of the Corporation be amended so as to adjust the
Conversion Rate under certain circumstances pursuant to which shares of
the Corporation's Class A Non-Voting Convertible Preferred Stock are
converted into shares of the Corporation's Common Stock, and for that
purpose, to amend Article Second (E)(4) thereof to read as follows:
"4. Conversion Rate. Each share of Class A Preferred Stock shall be
convertible into 2,000 shares of Common Stock (the "Conversion Rate").
If, on any date of conversion of any shares of Class A Preferred Stock
into shares of Common Stock, the average of the bid and asked prices of
the Company's Common Stock as of the close of trading for the most
recent three (3) previous days on which quotations were available for
such Common Stock is (i) greater than 3 3/4, then the Conversion Rate
for any shares of Class A Preferred Stock converted into Common Stock
on such date shall remain at 2,000 shares of Common Stock for each
share of Class A Preferred Stock, or (ii) more than 3 1/4 but less than
or equal to 3 3/4, then the Conversion Rate for any shares of Class A
Preferred Stock converted into Common Stock on such date shall
automatically be adjusted to a rate of 2,333.333 shares of Common Stock
for each share of Class A
<PAGE>
Preferred Stock, or (iii) less than or equal to 3 1/4, then the
Conversion Rate for any shares of Class A Preferred Stock converted
into Common Stock on such date shall automatically be adjusted to a
rate of 2,800 shares of Common Stock for each share of Class A
Preferred Stock. The Conversion Rate shall be subject to readjustment,
upward or downward, as provided herein and the calculation required
hereby shall be in respect of a holder to the nearest 1/100th of a
share"
and be it further
RESOLVED, that Article Second (E)(4) of the Certificate of
Designations, Preferences and Rights of Class A Non-Voting Convertible
Preferred Stock of the Corporation be amended to read as aforesaid.
SECOND, that the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 141(f) and 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Pacific Rim Entertainment, Inc. has caused this
Certificate of Amendment to the executed by Alan W. Livingston, its President,
and to be attested to by Jonathan D. Drucker, its Assistant Secretary, under its
corporate seal this fourth day of May, 1994.
/s/ Alan W. Livingston
---------------------------
Alan W. Livingston
President
ATTEST:
/s/ Jonathan D. Drucker
- ----------------------------
Jonathan D. Drucker
Assistant Secretary
CERTIFICATE OF RESTORATION AND REVIVAL
OF
CERTIFICATE OF INCORPORATION
OF
PACIFIC RIM ENTERTAINMENT, INC.
It is hereby certified that:
l. The name of the corporation (hereinafter called the "Corporation")
is Pacific Rim Entertainment, Inc.
2. The Corporation was organized under the provisions of the General
Corporation Laws of the State of Delaware. The date of filing of its original
certificate of incorporation with the Secretary of State of the State of
Delaware is May 22, 1992.
3. The address, including the street, city and county, of the
registered office of the Corporation in the State of Delaware and the name of
the registered agent at such address are as follows: Corporation Service
Company, 1013 Centre Road, Wilmington, Delaware 19085, County of New Castle.
4. The Corporation hereby procures a restoration and revival of its
certificate of incorporation, which became inoperative by law on March 1, 1996
for failure to file annual reports and non-payment of taxes payable to the State
of Delaware.
5. The certificate of incorporation of the Corporation, which provides
for and will continue to provide for, perpetual duration, shall, upon the filing
of this Certificate of Restoration and Revival of the Certificate of
Incorporation in the Department of State of the State of Delaware, be restored
and revived and shall become fully operative on February 28, 1996.
6. This Certificate of Restoration and Revival of the Certificate of
Incorporation is filed by authority of the duly elected directors as prescribed
by Section 312 of the General Corporation Law of the State of Delaware.
Signed on May 5, 1997
/s/ Steven B. Rosner
----------------------------
Steven B. Rosner
President
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
PACIFIC RIM ENTERTAINMENT, INC.
The undersigned, desiring to amend the Certificate of
Incorporation of Pacific Rim Entertainment, Inc., a Delaware corporation (the
"Corporation"), pursuant to Section 242 of the Delaware General Corporation law,
DOES HEREBY CERTIFY:
WHEREAS, the former Board of Directors of the Corporation
resolved to effect a 1 for 20 reverse split on March 27, 1995 ("First Reverse
Split"), pursuant to which the Corporation's Certificate of Incorporation was to
have been amended to reflect that as of such date, each 20 shares outstanding
were to have been reclassified into one share of the Corporation's outstanding
common stock;
WHEREAS, the former Board of Directors of the Corporation
resolved to effect a further 1 for 10 reverse split on February 7, 1996 ("Second
Reverse Split"), pursuant to which the Corporation's Certificate of
Incorporation was to have been further amended to reflect that as of such date,
each 10 shares outstanding were to have been further reclassified into one share
of the Corporation's outstanding common stock;
WHEREAS, in the good faith belief that the First Reverse Split
and the Second Reverse Split were legally effective, upon direction from the
Corporation, its transfer agent gave effect to he First Reverse Split and the
Second Reverse Split as though legally effective;
WHEREAS, the Corporation has presently determined that neither
the First Reverse Split nor the Second Reverse Split were legally effective
because of the Corporation's failure to obtain stockholder approval in
compliance with the proxy rules promulgated under the
<PAGE>
Securities Exchange Act of 1934 and the Corporation's failure to file amendments
to its Certificate of Incorporation with the Secretary of State of the State of
Delaware to give effect to either the First Reverse Split or the Second Reverse
Split; and
WHEREAS, the Corporation has now determined that in order to
give legal effect to the First Reverse Split and the Second Reverse Split it has
approved the following amendment to its Certificate of Incorporation:
FIRST: The Board of Directors of the Corporation, by unanimous
written consent of its members, evidenced by a written consent
action and approval of the requisite vote of each class of
stockholders, has duly adopted the following resolution
proposing and declaring advisable the following amendment to
the Certificate of Incorporation:
RESOLVED, that Article fourth of the Certificate of
Incorporation of the Corporation, be and it is hereby
amended and restated in its entirety as follows:
"FOURTH: The total number of shares of stock which
the Corporation shall have authority to issue is Ten
Million One Thousand (10,001,000) shares, of which
Ten Million (10,000,000) shall be Common Stock, par
value $.01 per share ("Common Stock"), and One
Thousand (1,000) shares shall be Preferred Stock,
$.01 par value per share ("Preferred Stock")
Effective as of March 27, 1995, each 20 shares of
Common Stock outstanding as of such date were
reclassified as and converted into, without any act
by any person, one share of Common Stock with a par
value of $.01 per share ("First Reverse Split"), and
any fractional shares resulting therefrom were to be
rounded down to the nearest whole number of shares of
Common Stock. Effective as of February 2, 1996, each
10 shares of Common Stock outstanding as of such date
were further reclassified as and converted into,
without any act by any person, one share of Common
Stock with a par value of $.01 per share ("Second
Reverse Split"), and any fractional shares resulting
therefrom were to be rounded down to the nearest
whole number of shares of Common Stock. From and
after the effective dates of the First Reverse Split
and the Second Reverse Split, and until exchanged for
certificates representing Common Stock issued and
delivered after such effective dates, certificates
representing each share of
2
<PAGE>
Common Stock prior to such effective dates shall be
deemed to represent a number of shares equal to the
product obtained by multiplying the number of shares
represented thereby by a fraction, the numerator of
which is one and the denominator of which is 20 and
10, respectively. On the effective date of this
Certificate of Amendment to the Certificate of
Incorporation of the Corporation, legal effect shall
be given to the First Reverse Split and the Second
Reverse Split as though such reverse splits had
occurred on their respective effective dates.
SECOND: That written consent by the shareholders of the
Corporation has been given to the aforesaid amendment in
accordance with Section 228 of the Delaware General
Corporation Law.
THIRD: That the aforesaid amendment has been duly adopted
in accordance with Section 242 of the Delaware General
Corporation Law.
FOURTH: That this amendment shall have been effective on
November 21, 1997.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by Steven Rosner, its President, this 21st day of
November, 1997.
PACIFIC RIM ENTERTAINMENT, INC.
By: /s/ Steven Rosner
-----------------------------
Steven Rosner, President
3
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
PACIFIC RIM ENTERTAINMENT, INC.
The undersigned, desiring to amend the Certificate of
Incorporation of Pacific Rim Entertainment, Inc., a Delaware corporation (the
"Corporation"), pursuant to Section 242 of the General Corporation Law of the
State of Delaware, DOES HEREBY CERTIFY:
FIRST: The Board of Directors of the Corporation, by unanimous
written consent of its members, evidenced by a written consent
action and approval of the requisite vote of the stockholders,
has duly adopted the following resolution proposing and
declaring advisable the following amendment to the Certificate
of Incorporation:
NOW, THEREFORE, BE IT RESOLVED, that the Resolution
is hereby approved and that the Certificate of Incorporation
of the Corporation be amended by deleting Article First
thereof in its present form and substituting therefor a new
Article First in the following form:
"FIRST: Name. The name of the corporation is Osage Systems
Group, Inc. (hereinafter referred to as the "Corporation")."
SECOND: That thereafter, pursuant to Section 228(a) of the
General Corporation Law of the State of Delaware the written
consent of the shareholders of Pacific Rim Entertainment,
Inc., in favor of the amendment was duly executed and
delivered to Pacific Rim Entertainment, Inc.
THIRD: That the aforesaid amendment has been duly adopted in
accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
<PAGE>
FOURTH: That this amendment shall become effective on March
10, 1998.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by Jack Leadbeater, its President and David Olson, its
Secretary, this 10th day of March, 1998.
PACIFIC RIM ENTERTAINMENT, INC.
By: /s/ Jack Leadbeater
---------------------------------
Jack Leadbeater , President
By: /s/ David Olson
---------------------------------
David Olson, Secretary
