Attached files
file | filename |
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S-1 - FORM S-1 - AMBIENT CORP /NY | b87626sv1.htm |
EX-21 - EX-21 - AMBIENT CORP /NY | b87626exv21.htm |
EX-3.2 - EX-3.2 - AMBIENT CORP /NY | b87626exv3w2.htm |
EX-4.1 - EX-4.1 - AMBIENT CORP /NY | b87626exv4w1.htm |
EX-23.1 - EX-23.1 - AMBIENT CORP /NY | b87626exv23w1.htm |
EX-10.25 - EX-10.25 - AMBIENT CORP /NY | b87626exv10w25.htm |
Exhibit 3.1
STATE OF DELAWARE | ||||
SECRETARY OF STATE | ||||
DIVISION OF CORPORATIONS | ||||
FILED 09:00 AM 11/06/1996 | ||||
960323451 2638252 |
RESTATED CERTIFICATE OF INCORPORATION
OF
AMBIENT CORPORATION
AMBIENT CORPORATION, a corporation organized under the General Corporation Law
of the State of Delaware (the Corporation) on June 26, 1996 under its
current name, certifies as follows:
That the Corporation has not received any payment for any of its stock, and the
Corporations Certificate of Incorporation has been amended and restated in its
entirety to read as follows in accordance with sections 241 and 245 of the General
Corporation Law:
FIRST: The name of this corporation is Ambient Corporation.
SECOND: The registered agent and the address of the registered
office in the State of Delaware are:
CorpAmerica, Inc.
1050 S. State Street
Dover, Delaware 19901
County of Kent
1050 S. State Street
Dover, Delaware 19901
County of Kent
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
Delaware General Corporation Law.
FOURTH: The Corporation is authorized to issue two classes of
stock to be designated respectively as Common Stock and Preferred Stock.
The total number of shares which the Corporation is authorized to issue
consists of twenty million (20,000,000) shares of Common Stock and five
million (5,000,000) shares of Preferred Stock. Each share of Common Stock
and Preferred Stock shall have a par value of $.001.
FIFTH: The name and mailing address of the
incorporator is as follows:
Adam T. Ettinger
Pillsbury Madison & Sutro LLP
2700 Sand Hill Road
Menlo Park, CA 94025-7020
Pillsbury Madison & Sutro LLP
2700 Sand Hill Road
Menlo Park, CA 94025-7020
-1-
SIXTH: The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors. In addition to the powers and authority
expressly conferred upon them by Statute or by this Certificate of Incorporation or the
Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers
and do all such acts and things as may be exercised or done by the Corporation. Election
of directors need not be by written ballot unless the Bylaws so provide.
SEVENTH: The Board of Directors is authorized to make, adopt, amend, alter or
repeal the Bylaws of the Corporation. The stockholders shall also have power to make,
adopt, amend, alter or repeal the Bylaws of the Corporation.
EIGHTH: The Corporation reserves the right to amend or repeal any of the
provisions contained in this Certificate of Incorporation in any manner now or hereafter
permitted by law, and the rights of the stockholders of this Corporation are granted subject
to this reservation.
NINTH: To the fullest extent permitted by the Delaware General Corporation
Law, a director of the Corporation shall not be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal
or modification of the foregoing provisions of this Article NINTH by the stockholders of the
Corporation shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.
I, THE UNDERSIGNED, being the sole incorporator, do make, file and record this Restated
Certificate of Incorporation, do certify that the facts herein stated are true, and accordingly,
have hereto set my hand this 5th day of November, 1996.
/s/ Adam T. Ettinger | ||||
Adam T. Ettinger Incorporator |
||||
-2-
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
AMBIENT CORPORATION (Pursuant to section 242)
OF THE
CERTIFICATE OF INCORPORATION
OF
AMBIENT CORPORATION (Pursuant to section 242)
The undersigned, being the chief financial officer of Ambient Corporation, does hereby
certify the following:
1. The name of the Corporation is Ambient Corporation.
2. The Certificate of Incorporation was filed by the Secretary of State of
Delaware on June 26, 1996.
3. Paragraph FOURTH of the Certificate of Incorporation is hereby amended to read in its
entirety as follows:
The aggregate number of shares of stock which the corporation shall have the authority to issue is 105,000,000, 100,000,000 of which are shares of Common Stock, each with a par value of $0.001, each entitled to one vote per share, and 5,000,000 of which are Preferred Stock each with a par value of $0.001. |
IN WITNESS WHEREOF, this certificate of Amendment has been signed this 1st
day of December 2000.
/s/ Wilfred Kopelowitz | ||||
Wilfred Kopelowitz | ||||
Chief Financial Officer | ||||
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 01:15 PM 02/27/2001 010097062 2638252 |
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 01:00 PM 05/29/2001 010254815 2638252 |
CERTIFICATE OF OWNERSHIP AND MERGER
Merging
PLT SOLUTIONS INC.
Into
AMBIENT CORPORATION
Ambient Corporation, a corporation organized and existing under the laws of the State of
Delaware
DOES HEREBY CERTIFY:
FIRST: That this corporation was incorporated on the 26th day of June 1996,
pursuant to the General Corporation Law of the State of Delaware.
SECOND: That this corporation owns all of the outstanding shares of stock of PLT Solutions
Inc., a corporation incorporated on the 27th day of March 2000, pursuant to the General
Corporation Law of the State of Delaware.
THIRD: That this corporation, by the following resolutions of its Board of Directors, duly
adopted by the unanimous written consent of the members of its Board of Directors, filed with the
minutes of the Board, on the 26th day of January 2001, determined to and did merge into
itself said PLT Solutions Inc.
RESOLVED, that Ambient Corporation merge, and it hereby does merge into itself said PLT
Solutions Inc. and assumes all of its obligations; and
FURTHER RESOLVED, that the merger shall be effective upon the date of filing with the
Secretary of State of Delaware; and
FURTHER RESOLVED, that the proper officers of this corporation be and he or she is hereby
directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the
resolutions to merge said PLT Solutions Inc. and assume its liabilities and obligations, and
the date of the adoption thereof, and to cause the same to be filed
with the Secretary of State
and to do all acts and things whatsoever, whether within or without the State of Delaware,
which may be in anywise necessary or proper to effect said merger.
IN WITNESS WHEREOF, said Ambient Corporation has caused the Certificate to be signed by
Wilfred Kopelowitz, its Chief Financial Officer, this 26th day of February, 2001.
AMBIENT CORPORATION |
||||
By: | /s/ Wilfred Kopelowitz | |||
Name: | Wilfred Kopelowitz | |||
Title: | Chief Financial Officer |
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 02:45 PM 01/15/2003 030030117 2638252 |
Certificate of Resignation
Of Registered Agent
Of
AMBIENT CORPORATION
This is to certify that CorpAmerica, Inc. of 30 Old Rudnick Lane, Dover, Delaware, pursuant to
Section 136 of the General Corporation Law of The State of Delaware:
(1) | Resigned the office of registered agent of |
AMBIENT CORPORATION
A corporation of the State of Delaware, on January 15, 2003, without appointing any
person or corporation as registered agent in its stead.
(2) | Sent on November 15, 2002 by registered mail, due notice of its resignation to the principal office of the corporation at the following address: |
Aryeh Weinberg, CFO
P.O. Box 46163
Jerusalem 91460
Israel
P.O. Box 46163
Jerusalem 91460
Israel
(3) | The said notice of resignation has not been returned by the post office. |
/s/ Kelly McKown | ||||
Kelly McKown, Assistant Secretary | ||||
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
AMBIENT CORPORATION (Pursuant to section 242)
OF THE
CERTIFICATE OF INCORPORATION
OF
AMBIENT CORPORATION (Pursuant to section 242)
The undersigned, being the president of Ambient Corporation,
does hereby certify the following:
1. The
name of the Corporation is Ambient Corporation.
2. The Certificate of Incorporation was filed by the Secretary of
State of Delaware on June 26,1996.
3. Paragraph FOURTH of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:
The aggregate number of shares of stock which the
corporation shall have the authority to issue is
205,000,000, 200,000,000 of which are shares of Common Stock,
each with a par value of $0.001, each entitled to one vote
per share, and 5,000,000 of which are Preferred Stock each
with a par value of $0.001.
IN WITNESS WHEREOF, this certificate of Amendment has been signed
this 2nd day of January 2003.
/s/ John J. Joyce | ||||
John J. Joyce President / CEO |
||||
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 05:30 PM 01/17/2003 030037802 2638252 |
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS DELIVERED 04:32 PM 08/23/2004 FILED 04:32 PM 08/23/2004 SRV 040615405 2638252 FILE |
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
AMBIENT CORPORATION
(Pursuant to Section 242)
OF THE
CERTIFICATE OF INCORPORATION
OF
AMBIENT CORPORATION
(Pursuant to Section 242)
The undersigned, being the Chief Executive Officer of Ambient
Corporation, does hereby certify the following:
1. The name of the Corporation is Ambient Corporation.
2. The Certificate of Incorporation was filed by the Secretary of
State of Delaware on June 26, 1996.
3. Paragraph FOURTH of the Certificate of Incorporation is
hereby amended to read in its entirety as follows:
The aggregate number of shares of stock which the corporation shall have the
authority to issue is 305,000,000, 300,000,000 of which are shares of Common
Stock, each with a par value of $0.001, each entitled to one vote per share,
and 5,000,000 of which are shares of Preferred Stock, each with a par value of
$0.001.
IN WITNESS WHEREOF, this Certificate of Amendment has been signed this 23rd
day of August 2004.
/s/ John J. Joyce | ||||
John J. Joyce, | ||||
Chief Executive Officer |
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS DELIVERED 12:22 PM 05/04/2006 FILED 12:07 PM 05/04/2006 SRV 060418621 2638252 FILE |
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
AMBIENT CORPORATION
TO
CERTIFICATE OF INCORPORATION
OF
AMBIENT CORPORATION
The undersigned, John J. Joyce, President and Chief Executive Officer of Ambient
Corporation, a Delaware corporation (the Corporation), does hereby certify as follows:
1. The name of the Corporation is Ambient Corporation.
2. The Certificate of Incorporation was filed with the Secretary of State of the State of
Delaware on June 26, 1996.
3. The first paragraph of Paragraph FOURTH of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:
FOURTH: The Corporation is authorized to issue two classes of stock to
be designated respectively as Common Stock and Preferred Stock. The total
number of shares which the Corporation is authorized to issue consists of
five hundred million (500,000,000) shares of Common Stock and five million
(5,000,000) shares of Preferred Stock. Each share of Common Stock and
Preferred Stock shall have a par value of $.001.
4. This amendment of the Certificate of Incorporation was duly adopted in accordance with Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, this certificate of amendment has been executed as of this 3rd day of May,
2006.
/s/ John J. Joyce | ||||
Name: | John J. Joyce | |||
Title: | President and Chief Executive Officer |
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS DELIVERED 06:10 PM 05/30/2007 FILED 06:03 PM 05/30/2007 SRV 070646515 2638252 FILE |
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
AMBIENT CORPORATION
* * * * * * * * *
TO
CERTIFICATE OF INCORPORATION
OF
AMBIENT CORPORATION
* * * * * * * * *
The undersigned, John J. Joyce, President and Chief Executive Officer of Ambient
Corporation (the Corporation), a corporation organized and existing under the Delaware General
Corporation Law, does hereby certify as follows:
1. The Certificate of Incorporation of the Corporation was filed with the Delaware Secretary
of State on June 26, 1996.
2. The first paragraph of paragraph FOURTH of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:
FOURTH: The Corporation is authorized to issue two classes of stock to
be designated respectively as Common Stock and Preferred Stock. The total
number of shares which the Corporation is authorized to issue consists of
seven hundred fifty million (750,000,000) shares of Common Stock and five
million (5,000,000) shares of Preferred Stock. Each share of Common Stock and
Preferred Stock shall have a par value of $.001.
3. This amendment of the Certificate of Incorporation was duly adopted in accordance with
the provisions of Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed as of this 30th day of May, 2007.
AMBIENT CORPORATION |
||||
By: | /s/ John J. Joyce | |||
John J. Joyce | ||||
Its: President and Chief Executive Officer |
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS DELIVERED 01:50 PM 10/01/2007 FILED 01:41 PM 10/01/2007 SRV 071070489 2638252 FILE |
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
AMBIENT CORPORATION
TO
CERTIFICATE OF INCORPORATION
OF
AMBIENT CORPORATION
The undersigned, John J. Joyce, President and Chief Executive Officer of Ambient Corporation,
a Delaware corporation (the Corporation), a corporation organized and existing under the Delaware
General Corporation Law, does hereby certify as follows:
1. The Certificate of Incorporation of the Corporation was filed with the Delaware Secretary
of State on June 26, 1996.
2. The first paragraph of Paragraph FOURTH of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:
FOURTH: The Corporation is authorized to issue two classes of stock to be designated
respectively as Common Stock and Preferred Stock. The total number of shares which the
Corporation is authorized to issue consists of One Billion Two Hundred and Fifty Million
(1,250,000,000) shares of Common Stock and five million (5,000,000) shares of Preferred
Stock. Each share of Common Stock and Preferred Stock shall have a par value of $.001.
3. This amendment of the Certificate of Incorporation was duly adopted in
accordance with Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, this certificate of amendment has been executed as of this 1st day of
October 2007.
/s/ John J. Joyce | ||||
Name: | John J. Joyce | |||
Title: | President and Chief Executive Officer |
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
AMBIENT CORPORATION
TO
CERTIFICATE OF INCORPORATION
OF
AMBIENT CORPORATION
The undersigned, John J. Joyce, President and Chief Executive Officer of Ambient Corporation,
a Delaware corporation (the Corporation), does hereby certify as follows:
1. The name of the Corporation is Ambient Corporation.
2. The Certificate of Incorporation was filed with the Secretary of State of the State of
Delaware on June 26, 1996.
3. The first paragraph of Paragraph FOURTH of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:
FOURTH: The Corporation is authorized to issue two classes of stock to be designated
respectively as Common Stock and Preferred Stock. The total number of shares which the
Corporation is authorized to issue consists of two billion (2,000,000,000) shares of Common
Stock and five million (5,000,000) shares of Preferred Stock. Each share of Common Stock and
Preferred Stock shall have a par value of $.001.
4. This amendment of the Certificate of Incorporation was duly adopted in
accordance with Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, this certificate of amendment has been executed as of this 30th day of
June 2008.
/s/ John J. Joyce | ||||
Name: | John J. Joyce | |||
Title: | President and Chief Executive Officer | |||
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS DELIVERED 12:11 PM 06/30/2008 FILED 11:33 AM 06/30/2008 SRV 080742157 2638252 FILE |
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS DELIVERED 12:48 PM 07/18/2011 FILED 12:11 PM 07/18/2011 SRV 110830325 2638252 FILE |
CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
AMBIENT CORPORATION
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
AMBIENT CORPORATION
(Pursuant to Section 242 of the General Corporation Law of the
State of Delaware)
AMBIENT CORPORATION, a corporation organized and existing under the General
Corporation Law of the State of Delaware, hereby certifies that:
1. The Board of Directors of Ambient Corporation (hereinafter called the
Corporation), acting at a meeting on February 3, 2011, adopted resolutions setting
forth the proposed amendment to the Restated Certificate of Incorporation of the
Corporation (the Certificate of Incorporation) set forth below, (a) declaring said
amendment to be advisable and in the best interests of the Corporation and (b)
recommending to the Corporations stockholders that they approve said amendment.
2. The terms and provisions of this Certificate of Amendment have been duly adopted
in accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.
3. Effective as of 11:59 p.m., Eastern Time, on July 18, 2011, the Certificate of
Incorporation is amended by deleting Article FOURTH of the Certificate of
Incorporation in its entirety and replacing it with the following:
FOURTH: Effective at 11:59 p.m., Eastern Time, on July 18, 2011 (the
Effective Time), every one hundred (100) shares of the Corporations
Common Stock, par value $.001 per share (the Old Common Stock), issued
and outstanding immediately prior to the Effective Time will be
automatically and without any action on the part of the respective holders
thereof be combined and converted into one (1) share of Common Stock, par
value $.001, of the Corporation (the New Common Stock) (and such
combination and conversion, the Reverse Stock Split).
Notwithstanding the immediately preceding sentence, no fractional shares of
New Common Stock shall be issued to the holders of record of Old Common
Stock in connection with the foregoing reclassification of shares of Old
Common Stock and the Corporation shall not recognize on its stock record
books any purported transfer of any fractional share of New Common Stock.
In lieu thereof, the Corporation will pay to the registered stockholder, in
cash, the value of any fractional share interest arising from the Reverse
Stock Split. The cash payment will equal the fraction to which the
stockholder would otherwise be entitled multiplied by the closing sales
price of the Common Stock as reported on the Over the Counter Bulletin
Board Market, as of the Effective Time. No transaction costs will be
assessed to stockholders for the cash payment. Stockholders will not be
entitled to receive interest for the period of time between the Effective
Time and the date payment is made for their fractional shares.
Immediately after the Effective Time, the Corporation is authorized to
issue two classes of stock to be designated respectively as Common Stock
and Preferred Stock. The total number of shares which the Corporation is
authorized to issue consists of One Hundred Million (100,000,000) shares of
Common Stock and five million (5,000,000)
shares of Preferred Stock. Each share of Common Stock and Preferred Stock shall have a par
value of $0.001.
4. Holders of at least a majority of the outstanding shares of Common Stock, acting by written
consent on February 15, 2011, duly approved the amendment to the Certificate of Incorporation
contained herein.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by the
undersigned this 15th day of July, 2011.
AMBIENT CORPORATION |
||||
By: | /s/ John J. Joyce | |||
John J. Joyce | ||||
President and Chief Executive Officer | ||||
2