Articles of Incorporation
Collectibles America, Inc.
The undersigned natural person, being more than eighteen (18) years of age,
do hereby establish a corporation under Nevada Revised Statute 70.010 et seq.,
and adopt the following Articles of Incorporation.
The name of the corporation shall be "Collectibles America, Inc."
The registered agent shall be James S. Kent, 4180
at such other place or
places, either within or without the State of
may be determined, from time to time, by the Board of Directors.
The purpose for which the corporation is organized is to own and manage
sports collectibles items stores, including the
purchase of such stores which may already be in existence, purchase of such
stores which may already be in existence, purchase and sale of inventory of
sports items, the purchase and sale of sports collectibles, exclusive agreements
with atheletes/celebrities, and any related business activity not forbidden by
law or these Articles of Incorporation.
SHARES OF STOCK
Section 1. Authorized Shares. The aggregate number of shares which the
corporation shall have the authority to issue shall consist of 25,000,000 shares
of common stock with one-tenth of a cent ($0.001) par value. Said Incorporator
as set forth in Article VI below shall be the owner of all of the shares of
A. The business and affairs of the corporation shall be managed by the
Board of Directors.
B. There shall be no fewer than one (1) director, and there shall be no
fewer directors than the number of shareholders.
C. The names and addresses of the Directors constituting the first Board of
Directors shall be:
James S. Kent
The name and address of the incorporators signing the Articles of
Incorporation shall be as follows:
James S. Kent
DIRECTORS' AND OFFICERS' LIABILITY
No director of officer of the corporation shall be personally liable to the
corporation or its stockholders for damages for breach of fiduciary duty as a
director or officer. However, this article does not eliminate or limit the
liability of the director or officer for:
(a) Acts or omissions which involve intentional misconduct, fraud, or
knowing violation of law; or
(b) The payment of dividends in violation of NRS 78.300.
IN WITNESS WHEREOF, the undersigned have hereunto executed these Articles
of Incorporation on this 25th day of October, 1995.
/s/ James S. Kent
JAMES S. KENT
On this 25th day of October, 1995, before me the undersigned Notary Public
in and for said County and State, personally appeared JAMES S. KENT, known to me
to be the person described in and who executed the foregoing Articles of
Incorporation, and who acknowledged to me that he executed the same freely and
voluntarily and for the uses and purposes therein mentioned.
WITNESS my hand and official seal.
/s/ Kathy Gentry
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
COLLECTIBLES AMERICA, INC.
Pursuant to the applicable provisions of the
Act, Collectibles America, Inc. (the "Corporation") adopts the following
Articles of Amendment to its Articles of Incorporation:
FIRST: The present name of the Corporation is Collectibles America, Inc..
SECOND: The following amendments to its Articles of Incorporation were
adopted by the board of directors and by majority consent of shareholders of the
Corporation in the manner prescribed by applicable law.
(1) The Article entitled ARTICLE I - NAME, is amended to read as follows:
ARTICLE I - NAME
The name of the corporation shall be: BeFirst.com
(2) The Article entitled ARTICLE IV - STOCK, is amended to read as follows:
ARTICLE IV - STOCK
Common. The aggregate number of common shares which this Corporation shall
have authority to issue is 50,000,000 shares of Common Stock having a par value
of $.001 per share. All common stock of the Corporation shall be of the same
class, common, and shall have the same rights and preferences. Fully-paid common
stock of this Corporation shall not be liable to any further call or assessment.
Preferred. The Corporation shall be authorized to issue 500,000 shares of
Preferred Stock having a par value of $.001 per share and with such rights,
preferences and designations determined by the board of directors.
THIRD: The Corporation has effectuated, effective with the commencement of
business on June 18, 1999, a 2 for 1 reverse stock split as to its shares of
common stock outstanding as of the opening of business on June 17, 1999, which
decreases the outstanding shares as of that date from 5,000,000 shares to
2,500,000 shares. The reverse split shall not change the number of shares of
Common Stock authorized for issuance by the Corporation.
FOURTH: The number of shares of the Corporation outstanding and entitled to
vote at the time of the adoption of said amendment was 13,600,000.
FIFTH: The number of shares voted for such amendments was 13,440,000 (98%)
and no shares were voted against such amendment.
DATED this 17th day of June, 1999.
COLLECTIBLES AMERICA, INC.
By: /s/ Mick Jardine
Mick Jardine, President/Secretary
STATE OF UTAH )
COUNTY OF SALT LAKE )
The undersigned being first duly sworn, deposes and states: that the
undersigned is the President of Collectibles America, Inc., that the undersigned
has read the Certificate of Amendment and knows the contents thereof and that
the same contains a truthful statement of the Amendment duly adopted by the
board of directors and stockholders of the Corporation.
/s/ Mick Jardine
STATE OF UTAH )
COUNTY OF SALT LAKE )
Before me the undersigned Notary Public in and for the said County and
State, personally appeared the President and Secretary of Collectibles America,
Inc., a Nevada corporation, and signed the foregoing Articles of Amendment as
his own free and voluntary acts and deeds pursuant to a corporate resolution for
the uses and purposes set forth.
IN WITNESS WHEREOF, I have set my hand and seal this 17th day of June,
/s/ Thomas G. Kimble
CERTIFICATE OF AMENDMENT
ARTICLES OF INCORPORATION
Pursuant to the applicable provisions of the Nevada Business Corporations
Act, BeFirst.com (the "Corporation") adopts the following Certificate of
Amendment to Articles of Incorporation:
FIRST: The name of the Corporation is BeFirst.com.
SECOND: The following amendment to the Articles of Incorporation was
adopted by the Board of Directors and by the majority consent of Stockholders of
the Corporation in lieu of a meeting:
"ARTICLE I - NAME
The name of the corporation shall be FindWhat.com."
DATED: September 1, 1999
By: /s/ Craig Pisaris-Henderson
Name: Craig Pisaris-Henderson
Title: President & Secretary
This instrument was acknowledged before me on September 1, 1999, by Craig
Pisaris-Henderson, as President, as designated to sign this certificate of
/s/ Sandra E. Noble
OF OWNERSHIP AND MERGER
MERGING MIVA RENAMING CORP.
to Section 253 of the
General Corporation Law of the State of Delaware
FindWhat.com, Inc., a corporation organized and existing under and by virtue of the laws of the State of Delaware (“Parent Corporation”), DOES HEREBY CERTIFY THAT:
1. The Parent Corporation owns all of the issued and outstanding capital stock of MIVA Renaming Corp., a Delaware corporation (“Subsidiary Corporation”).
2. The Subsidiary Corporation is hereby merged into the Parent Corporation, with the Parent Corporation being the surviving corporation, pursuant to the following resolutions of the Board of Directors of the Parent Corporation, duly adopted by unanimous written consent without a meeting on June 8, 2005, which resolutions approve the merger of the Parent Corporation with the Subsidiary Corporation.
WHEREAS, the Board of Directors deems it in the best interests of the Corporation to change the name of the Corporation to “MIVA, Inc.” (the “Corporation Name Change”) by merging, effective as of 12:01 a.m. on June 13, 2005 (the “Merger”), with its subsidiary, MIVA Renaming Corp., a Delaware corporation (the “Subsidiary”), and;
WHEREAS, to effectuate the name change the Board of Directors deems it necessary and desirable for the Corporation, among other things, to (i) execute and file with the appropriate state officials, a certificate of ownership and merger and other instruments necessary or desirable to effectuate the Corporation Name Change (collectively, the “Name Change State Filings”) and (ii) execute and file with the Securities and Exchange Commission (the “Commission”), the Nasdaq Stock Market (“Nasdaq”) and other regulatory bodies or entities all documents and instruments necessary or desirable to effectuate the Corporation Name Change (collectively, the “Name Change Securities Filings”) (the Name Change State Filings together with the Name Change Securities Filings, the “Corporation Name Change Documents”);
NOW, THEREFORE, BE IT RESOLVED, that the Merger and the name change of the Corporation be, and hereby is, in all respects, approved.
FURTHER RESOLVED, that upon the effective time of the Merger, each share of the Subsidiary’s capital stock owned by the Corporation immediately prior to the merger shall, upon consummation of the Merger, be cancelled.
FURTHER RESOLVED, that pursuant to and at the effective time of the Merger, the name of the Corporation shall be changed to “MIVA, Inc.” by deleting Article 1 of the Amended and Restated Certificate of Incorporation of the Corporation and inserting in lieu thereof a new Article 1 to read as follows: “Article 1: The name of the corporation is MIVA, Inc.”
FURTHER RESOLVED, that the appropriate officer or officers of the Corporation be, and each of them hereby is, authorized, empowered and directed to execute and file the Corporation Name Change Documents and to execute and file such other documents, instruments and agreements, and to perform any and all other acts that he or they may, in such officers’ sole and absolute discretion, deem necessary or desirable to consummate the Merger.
3. The proposed merger herein certified has been adopted, approved, certified, executed, and acknowledged by the Parent Corporation in accordance with the laws of the State of Delaware.
4. The resolutions adopted by Board of Directors of the Parent Corporation provide that the merger herein certified shall be effective as of 12:01 a.m. on June 13, 2005.
5. The Parent Corporation shall be the surviving corporation of the Merger. The name of the Parent Corporation shall be amended in the Merger to be “MIVA, Inc.”
6. The certificate of incorporation of the Parent Corporation as in effect immediately prior to the effective time of the Merger shall be amended by deleting Article 1 and inserting in lieu thereof a new Article 1 to read “Article 1: The name of the corporation is MIVA, Inc.”, and, as so amended, shall be the certificate of incorporation of the surviving corporation.
IN WITNESS WHEREOF, the Parent Corporation has caused this Certificate of Ownership and Merger to be signed as of June 8, 2005, by a duly authorized officer, declaring that the facts stated herein are true.
By: /s/ Craig A. Pisaris-Henderson
Name: Craig A. Pisaris-Henderson
Title: Chairman and Chief Executive Officer
CERTIFICATE OF OWNERSHIP
MIVA Name Change, Inc.
(Subsidiary into parent pursuant to Section 253 of the General Corporation Law of Delaware)
* * * * * * *
MIVA, Inc., a corporation incorporated on the 16th day of April, 2002, pursuant to the provisions of the General Corporation Law of the State of Delaware;
DOES HEREBY CERTIFY:
FIRST: That this corporation owns all of the capital stock of MIVA Name Change, Inc., a corporation incorporated on the 2nd day of June, 2009, pursuant to the provisions of the General Corporation Law of the State of Delaware, and that this corporation, by a resolution of its Board of Directors duly adopted on the 3rd day of June, 2009, determined to and did merge into itself MIVA Name Change, Inc., which resolution is in the following words to wit:
WHEREAS, this Corporation lawfully owns all the outstanding shares of MIVA Name Change, Inc. (the “Subsidiary”), a corporation organized and existing under the laws of Delaware;
WHEREAS, the Board of Directors deems it to be in the best interests of this Corporation and its stockholders that the Subsidiary be merged with and into this Corporation on June 9, 2009, at 9:00 a.m. eastern time (the “Effective Date”);
WHEREAS, it is intended that the merger be considered a tax-free plan of reorganization of the Subsidiary pursuant to Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended; and
WHEREAS, the Board of Directors deems it to be in the best interest of this Corporation and its stockholders that the Corporation’s name be changed to Vertro, Inc., pursuant to the authority granted by Section 253 of the General Corporation Law of Delaware, as of the Effective Date.
NOW, THEREFORE, BE IT RESOLVED, that this Corporation merge into itself the Subsidiary and assume all of said Subsidiary’s liabilities and obligations as of the Effective Date.
FURTHER RESOLVED, that pursuant to the authority granted by Section 253 of the General Corporation Law of Delaware, the name of this Corporation is Vertro, Inc. as of the Effective Date and Article FIRST of the Amended and Restated Certificate of Incorporation of this Corporation is changed to read as follows:
FIRST: The name of the corporation is Vertro, Inc.
FURTHER RESOLVED, that the appropriate officers of this Corporation be and they hereby are directed to make, execute, and acknowledge a certificate of ownership setting forth a copy of the resolutions to merge Subsidiary into this Corporation and to assume Subsidiary’s liabilities and obligations, and the date of adoption thereof, and to file the same in the office of the Secretary of State of Delaware, and a certified copy thereof in the office of the Recorder of Deeds of New Castle County.
FURTHER RESOLVED, that the appropriate officers of this Corporation are hereby authorized to do any and all things and to take any and all actions, whether within or without the State of Delaware, including executing, delivering, acknowledging, filing, recording, and sealing all documents, certificates, statements, or other instruments, and the making of any expenditures, which they deem necessary or advisable in order to carry out the intent and purposes of these resolutions.
SECOND: That anything herein or elsewhere to the contrary notwithstanding, this merger may be amended or terminated and abandoned by the Board of Directors of MIVA, Inc. at any time prior to the time that this merger filed with the Secretary of State becomes effective.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by an authorized officer this 5th day of June, 2009.
/s/ John B. Pisaris
John B. Pisaris, General Counsel and Secretary