Attached files
| file | filename |
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| EX-3.2 - AMENDMENT NO. 1 TO BYLAWS - PAID INC | ex3-2.htm |
| 8-K - FORM 8-K - PAID INC | payd8k_dec192016.htm |
Exhibit
3.1
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PAID,
INC.
PAID,
Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,
DOES
HEREBY CERTIFY:
PAID,
Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,
DOES
HEREBY CERTIFY:
FIRST: That
the Board of Directors of said corporation, by unanimous written
consent of its members pursuant to Section 141(f) of the General
Corporation Law of the State of Delaware, filed with the minutes of
the Board of Directors, adopted a resolution proposing and
declaring advisable the following amendment to the Certificate of
Incorporation of said corporation.
RESOLVED, that the
Certificate of Incorporation of PAID, Inc. be amended by changing
the FOURTH Article thereof so that, as amended said Article shall
add the following two paragraphs:
Effective at 12:01
a.m. (Eastern Time) on the effective date of the certificate of
amendment adding this paragraph to Article FOURTH of the
Certificate of Incorporation (the “Reverse Split Effective
Time”), each share of the Common Stock, par value $0.001 per
share, of the corporation outstanding at the Reverse Split
Effective Time shall, without any action on the part of the holder
thereof, automatically be reclassified and changed into three
thousand (1/3000) of a share of Common Stock, par value $0.001 per
share, of the corporation; provided, however, that (i) if the
foregoing reverse stock split (the “Reverse Split”)
would result in the record account of any holder of Common Stock
having a number of shares of Common Stock that is, in the
aggregate, less than one (1) share (“Fractional
Shares”), such Fractional Shares shall, without any action on
the part of the holder thereof, automatically be canceled in the
Reverse Split; (ii) in the Reverse Split, all of the Fractional
Shares shall automatically be converted into the right to receive
the Trading Value thereof upon surrender by the holder thereof of
the certificate or certificates representing such Fractional
Shares; and (iii) the number of authorized shares of Common Stock
after giving effect to the Reverse Stock Split shall remain
unchanged so as to give effect to the Forward Split set forth in
the next paragraph of this Article FOURTH. For purposes
hereof, the term “Trading Value” of any Fractional
Shares shall mean the product of: (A) the average daily
closing price per share of the common stock on the OTCQB (or other
applicable marketplace of the OTC Markets Group) for the five
trading days immediately before and including the effective date of
the Reverse/Forward Split, multiplied by (B) the number of shares
of Common Stock that were converted into such Fractional Shares as
a result of the Reverse Split. From and after the
Reverse Split Effective Time, each holder of Fractional Shares
shall have no further interest as a stockholder in the corporation
in respect of such Fractional Shares.
SECOND: That
in lieu of a meeting and vote of stockholders, the stockholders
holding a majority of the outstanding shares of stock entitled to
vote on the amendment have given written consent to said amendment
in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware and written notice of the
adoption of the amendment has been given as provided in Section 228
of the General Corporation Law of the State of Delaware to every
stockholder entitled to such notice.
-1-
THIRD: That
the aforesaid amendment was duly adopted in accordance with the
applicable provisions of section 242 and Section 228 of the General
Corporation Law of the State of Delaware.
FOURTH: That
this Certificate of Amendment to the Certificate of Incorporation
shall be effective on December 30, 2016 at 12:01 a.m.
IN
WITNESS WHEREOF, said PAID, Inc. has caused this Certificate to be
executed, acknowledged and filed by its President this
20th day
of December, 2016.
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PAID,
INC.
By:
/s/ W. Austin Lewis,
IV
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W.
Austin Lewis, IV
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-2-
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PAID,
INC.
PAID,
Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,
DOES
HEREBY CERTIFY:
PAID,
Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,
DOES
HEREBY CERTIFY:
FIRST: That
the Board of Directors of said corporation, by unanimous written
consent of its members pursuant to Section 141(f) of the General
Corporation Law of the State of Delaware, filed with the minutes of
the Board of Directors, adopted a resolution proposing and
declaring advisable the following amendment to the Certificate of
Incorporation of said corporation.
RESOLVED, that the
Certificate of Incorporation of PAID, Inc. be amended by changing
the FOURTH Article thereof so that, as amended said Article shall
add the following two paragraphs:
Effective at 12:02
a.m. (Eastern Time) on the effective date of the certificate of
amendment adding this paragraph to Article FOURTH of the
Certificate of Incorporation (the “Forward Split Effective
Time”): (i) each whole share of the Common Stock,
par value $0.001 per share, of the corporation outstanding at the
Forward Split Effective Time (after giving effect to the Reverse
Split at the Reverse Split Effective Time) shall, without any
action on the part of the holder thereof, automatically be
reclassified and changed into three hundred (300) shares of Common
Stock, par value $0.001 per share, of the corporation (the
“Forward Split”); and (ii) fractions of a share
outstanding at the Forward Split Effective Time (after giving
effect to the Reverse Split at the Reverse Split Effective Time)
shall be proportionately reclassified and changed.
SECOND: That
in lieu of a meeting and vote of stockholders, the stockholders
holding a majority of the outstanding shares of stock entitled to
vote on the amendment have given written consent to said amendment
in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware and written notice of the
adoption of the amendment has been given as provided in Section 228
of the General Corporation Law of the State of Delaware to every
stockholder entitled to such notice.
THIRD: That
the aforesaid amendment was duly adopted in accordance with the
applicable provisions of section 242 and Section 228 of the General
Corporation Law of the State of Delaware.
FOURTH: That
this Certificate of Amendment to the Certificate of Incorporation
shall be effective on December 30, 2016 at 12:02 a.m.
IN
WITNESS WHEREOF, said PAID, Inc. has caused this Certificate to be
executed, acknowledged and filed by its President this
20th day
of December, 2016.
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PAID,
INC.
|
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By:
/s/ W. Austin Lewis,
IV
|
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W.
Austin Lewis, IV
|
-3-
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PAID,
INC.
PAID,
Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,
DOES
HEREBY CERTIFY:
PAID,
Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,
DOES
HEREBY CERTIFY:
FIRST: That
the Board of Directors of said corporation, by unanimous written
consent of its members pursuant to Section 141(f) of the General
Corporation Law of the State of Delaware, filed with the minutes of
the Board of Directors, adopted a resolution proposing and
declaring advisable the following amendment to the Certificate of
Incorporation of said corporation.
RESOLVED, that the
Certificate of Incorporation of PAID, Inc. be amended by changing
the SIXTH Article thereof so that, as amended, the following
sentence shall be added to the end of said Article:
With
respect to any matter coming before the board of directors where
there is an even number of members on the board of directors and a
vote has been taken that results in a deadlock because the vote is
tied, the matter shall be reintroduced for a vote by the board of
directors and the Chairman of the board of directors shall cast the
deciding vote.
SECOND: That
in lieu of a meeting and vote of stockholders, the stockholders
holding a majority of the outstanding shares of stock entitled to
vote on the amendment have given written consent to said amendment
in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware and written notice of the
adoption of the amendment has been given as provided in Section 228
of the General Corporation Law of the State of Delaware to every
stockholder entitled to such notice.
THIRD: That
the aforesaid amendment was duly adopted in accordance with the
applicable provisions of section 242 and Section 228 of the General
Corporation Law of the State of Delaware.
FOURTH: That
this Certificate of Amendment to the Certificate of Incorporation
shall be effective on December 30, 2016 at 12:03 a.m.
IN
WITNESS WHEREOF, said PAID, Inc. has caused this Certificate to be
executed, acknowledged and filed by its President this
20th day
of December, 2016.
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PAID,
INC.
|
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By:
/s/ W. Austin Lewis,
IV
|
|
|
W.
Austin Lewis, IV
|
-4-
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PAID,
INC.
PAID,
Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,
DOES
HEREBY CERTIFY:
FIRST: That
the Board of Directors of said corporation, by unanimous written
consent of its members pursuant to Section 141(f) of the General
Corporation Law of the State of Delaware, filed with the minutes of
the Board of Directors, adopted a resolution proposing and
declaring advisable the following amendment to the Certificate of
Incorporation of said corporation.
RESOLVED, that the
Certificate of Incorporation of PAID, Inc. be amended by changing
the FOURTH Article thereof so that, as amended said Article shall
be and read in its entirety as follows:
“FOURTH: The
amount of total authorized capital stock of the corporation shall
consist of 45,000,000 shares, consisting of (i) 25,000,000 shares
of Common Stock, $.001 par value per share (“Common
Stock”), and (ii) 20,000,000 shares of Preferred Stock, $.001
par value per share (“Preferred Stock”).
The
following is a statement of the designations and the powers,
privileges and rights, and the qualifications, limitations or
restrictions thereof in respect of each class of capital stock of
the Corporation.
(a)
COMMON STOCK.
(i)
General. The voting,
dividend and liquidation rights of the holders of the Common Stock
are subject to and qualified by the rights of the holders of the
Preferred Stock of any series as may be designated by the Board of
Directors upon any issuance of the Preferred Stock of any
series.
(ii)
Voting. The holders
of the Common Stock shall have voting rights at all meetings of
stockholders, each such holder being entitled to one vote for each
share thereof held by such holder; provided, however, that, except
as otherwise required by law, holders of Common Stock shall not be
entitled to vote on any amendment to this Certificate of
Incorporation (which, as used herein, shall mean the Certificate of
Incorporation of the Corporation, as amended from time to time,
including the terms of any certificate of designations of any
series of Preferred Stock) that relates solely to the terms of one
or more outstanding series of Preferred Stock if the holders of
such affected series are entitled, either separately or together as
a class with the holders of one or more other such series, to vote
thereon pursuant to this Certificate of
Incorporation. There shall be no cumulative
voting.
The
number of authorized shares of Common Stock may be increased or
decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority
of the stock of the Corporation entitled to vote, irrespective of
the provisions of Section 242(b)(2) of the General Corporation Law
of Delaware.
(iii)
Dividends. Dividends
may be declared and paid on the Common Stock from funds lawfully
available therefor as and when determined by the Board of Directors
and subject to any preferential dividend or other rights of any
then outstanding Preferred Stock.
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(iv)
Liquidation. Upon
the dissolution or liquidation of the Corporation, whether
voluntary or involuntary, holders of Common Stock will be entitled
to receive all assets of the Corporation available for distribution
to its stockholders, subject to any preferential or other rights of
any then outstanding Preferred Stock.
(b)
PREFERRED STOCK.
Preferred Stock may
be issued from time to time in one or more series, each of such
series to have such terms as stated or expressed herein and in the
resolution or resolutions providing for the issue of such series
adopted by the Board of Directors of the Corporation as hereinafter
provided. Any shares of Preferred Stock which may be
redeemed, purchased or acquired by the Corporation may be reissued
except as otherwise provided by law.
Authority is hereby
expressly granted to the Board of Directors from time to time to
issue the Preferred Stock in one or more series, and in connection
with the creation of any such series, by resolution or resolutions
providing for the issuance of the shares thereof, to determine and
fix the number of shares of such series and such voting powers,
full or limited, or no voting powers, and such designations,
preferences and relative participating, optional or other special
rights, and qualifications, limitations or restrictions thereof,
including without limitation thereof, dividend rights, conversion
rights, redemption privileges and liquidation preferences, as shall
be stated and expressed in such resolutions, all to the full extent
now or hereafter permitted by the General Corporation Law of
Delaware. Without limiting the generality of the
foregoing, the resolutions providing for issuance of any series of
Preferred Stock may provide that such series shall be superior or
rank equally or be junior to the Preferred Stock of any other
series to the extent permitted by law.
The
number of authorized shares of Preferred Stock may be increased or
decreased (but not below the number of shares then outstanding) by
the affirmative vote of the holders of a majority of the stock of
the Corporation entitled to vote, irrespective of the provisions of
Section 242(b)(2) of the General Corporation Law of
Delaware.”
SECOND: That
in lieu of a meeting and vote of stockholders, the stockholders
holding a majority of the outstanding shares of stock entitled to
vote on the amendment have given written consent to said amendment
in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware and written notice of the
adoption of the amendment has been given as provided in Section 228
of the General Corporation Law of the State of Delaware to every
stockholder entitled to such notice.
THIRD: That
the aforesaid amendment was duly adopted in accordance with the
applicable provisions of section 242 and Section 228 of the General
Corporation Law of the State of Delaware.
FOURTH: That
this Certificate of Amendment to the Certificate of Incorporation
shall be effective on December 30, 2016 at 12:04 a.m.
IN
WITNESS WHEREOF, said PAID, Inc. has caused this Certificate to be
executed, acknowledged and filed by its President this
20th day
of December, 2016.
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PAID,
INC.
By:
/s/ W. Austin Lewis,
IV
|
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W.
Austin Lewis, IV
President
|
-6-
CERTIFICATE
OF DESIGNATIONS OF PREFERRED STOCK
OF
PAID,
INC.
Pursuant to Section
151 of the General Corporation Law of the State of Delaware, the
undersigned corporation submits the following statement for the
purpose of establishing and designating a series of shares and
fixing and determining the relative rights and preferences
thereof:
1. The
name of the Corporation is PAID, Inc., a Delaware corporation (the
“Corporation”).
2. The
Corporation’s Board of Directors (the “Board of
Directors”) duly adopted the following resolution at a
meeting of the Board of Directors held on December 19,
2016:
WHEREAS, the
Corporation’s directors have reviewed and approved the
Certificate of Designations (“Certificate of
Designations”), attached hereto and incorporated herein by
reference, delineating the number of shares, the voting powers,
designations, preferences and relative, participating, optional,
redemption, conversion, exchange, dividend or other special rights
and qualifications, limitations or restrictions of a series of
Preferred Stock to be issued by the Corporation and designated
Series A Preferred Stock, $.001 par value per share; now,
therefore, be it
RESOLVED, that the
President or any Vice President of the Corporation, individually or
collectively, be, and such officers hereby are, authorized and
directed to execute, acknowledge, attest, record and file with the
Secretary of State of the State of Delaware the Certificate of
Designation in accordance with the Delaware General Corporation Law
and to take all other actions that such officers deem necessary to
effectuate this Certificate of Designations.
A.
SERIES A PREFERRED STOCK
5,000,000 shares of
the authorized Preferred Stock of the corporation have been
designated “Series A Preferred Stock”, each with the
following rights, preferences, powers, privileges and restrictions,
qualifications and limitations.
Section
1. Coupon
Payment.
(a)
Rate. Holders of
the shares of Series A Preferred Stock shall be entitled to receive
a cumulative 1.5% per annum coupon payment on the value of $0.45
per share of Series A Preferred Stock. In lieu of cash,
in the Board of Director’s discretion, payment shall be in
equal value in additional shares of Series A Preferred Stock based
on the same fair market value of one share of common stock of the
corporation as of the prior 30-day closing average for the month
immediately preceding the Coupon Payment Date as set forth on an
listed exchange, or if not so listed, on any applicable exchange
selected in the discretion of the Board of Directors.
(b)
Payout.
Payments shall accrue annually as of January 1 of each
year (the “Coupon Payment Date”) and shall remain
unpaid unless and until the Board of Directors determines in its
sole discretion to make such payment. Rights to unpaid
Coupon payments shall be held by the holder of the Series A
Preferred Stock. The period from and including the
initial issue date of the Series A Preferred Stock, or the
immediately preceding Coupon Payment Date, as the case may be, to
but excluding the next Coupon Payment Date is a “Coupon
Period.” Coupons accrue in each Coupon Period from
the first day of such Coupon Period, whether or not Coupons are
paid with respect to any prior Coupon Period. Coupons
payable on the shares of Series A Preferred Stock for any Coupon
Period will be calculated on the basis of a 360-day year consisting
of twelve 30-day months, and Coupons payable on the shares of
Series A Preferred Stock for any subsequent Coupon Period will be
computed on the basis of a 360-day year and the number of days
actually elapse.
-7-
(c)
No Interest;
Notice. No interest will be payable in respect of any Coupon
payment on shares of Series A Preferred Stock that may be in
arrears. If the Board of Directors of the corporation determines
not to pay any Coupon or a full Coupon on a Coupon Payment Date,
the corporation will provide, or cause to be provided, written
notice to the holders of the shares of Series A Preferred Stock
prior to such date.
Section
2. Liquidation,
Dissolution, or Winding-Up.
(a)
Distributions to Holders
of Preferred Stock. In the event of any
liquidation, dissolution, or winding-up of the corporation, whether
voluntary or involuntary (a “Liquidation”), the
holders of outstanding shares of Series A Preferred Stock will be
entitled to be paid out of the assets of the corporation available
for distribution to shareholders, before any payment is made to or
set aside for the holders of shares of any other class or series of
capital stock, as follows: in respect of each share of Series A
Preferred Stock held by such holder, an amount per share equal to
the sum of (A) $3.30 (such amount to be subject to proportionate
adjustment in the event of any stock dividend, stock split,
combination of shares, reorganization, recapitalization,
reclassification or other similar event affecting the Series A
Preferred Stock plus (B) an amount equal to the
aggregate of all Coupon accrued but unpaid in respect of such share
of Series A Preferred Stock.
After
payment in accordance with the foregoing has been made in full to
the holders of Series A Preferred Stock, or funds necessary for
such payment have been set aside by the corporation in trust for
the exclusive benefit of such holders so as to be available for
such payment, any assets remaining available for distribution will
be distributed ratably among the holders of shares of Series A
Preferred Stock and Common Stock, respectively, with each holder of
one or more shares of Series A Preferred Stock being entitled to
receive in respect thereof the same kinds and amounts of such
assets as such holder would be entitled to receive if such holder
held the number of shares of Common Stock on a one-for-one
basis.
(b)
Deemed
Liquidations. A consolidation or merger of the
corporation with or into any other person(s) or entity(-ies) (other
than a wholly owned subsidiary of the corporation) or a sale
(whether in a single transaction or a series of related
transactions) of all or substantially all of the assets of the
corporation or all or substantially all of the intellectual
property rights of the corporation, or other similar transaction,
will be regarded as a liquidation, dissolution, or winding-up of
the affairs of the corporation within the meaning of this Section
2.
(c)
Non-Cash
Distributions. In the event of a liquidation,
dissolution, or winding-up of the corporation resulting in the
availability of assets other than cash for distribution to the
holders of shares of Series A Preferred Stock, the holders of
Series A Preferred Stock will be entitled to a distribution of cash
and/or other assets equal in value to the liquidation preference
and other distribution rights stated in Section 2(a). In
the event that such distribution to the holders of shares of Series
A Preferred Stock will include any assets other than cash, the
Board of Directors will first determine in good faith and with due
care the value of such assets for such purpose, and will notify all
holders of shares of Series A Preferred Stock of such
determination. The value of such assets for purposes of
the distribution under this Section 2(c) will be the value as so
determined by the Board of Directors.
Section
3. Voting
Rights. Except as otherwise expressly provided
herein or as required by applicable law, the holders of each share
of Series A Preferred Stock will not be entitled to vote on any
matters submitted to a vote or consent of
stockholders.
Section
4. Conversion. Shares
of Series A Preferred Stock will not be convertible into shares of
Common Stock and/or other securities, properties, or
rights.
Section
5. Reissuance of Shares of
Preferred Stock. Shares of Series A Preferred
Stock acquired by the corporation by reason of redemption, purchase
or otherwise acquired (other than conversion), at the discretion of
the Board of Directors, may be reissued by the Board of Directors
at any time or from time to time.
-8-
Section
6. Notices of Capital
Reorganization, etc. In the event there is to
occur any capital reorganization of the corporation, any
reclassification or recapitalization of the capital stock of the
corporation, any merger or consolidation of the corporation, or any
transfer of all or substantially all of the assets of the
corporation to any other company, or any other entity or person, or
any voluntary or involuntary dissolution, liquidation, or
winding-up of the corporation, the corporation will deliver to each
holder of Series A Preferred Stock, in accordance with Section
8(a), prior to the proposed effective date of the transaction
specified therein, a notice specifying (a) the date on which any
such reorganization, reclassification, transfer, consolidation,
merger, dissolution, liquidation, or winding-up is expected to
become effective, and (b) the time, if any, that is to be fixed, as
to when the holders of record of Common Stock (or other securities)
will be entitled to exchange their shares of Common Stock (or other
securities) for cash, securities, and/or other property deliverable
upon such reorganization, reclassification, transfer,
consolidation, merger, dissolution, liquidation, or
winding-up.
Section
7. Other
Rights. Shares of Series A Preferred Stock will
have only those rights set forth herein or as required by the
Delaware General corporation Law.
Section
8. Miscellaneous.
(a)
Notices. All
notices, requests, payments, instructions or other documents to be
given hereunder will be in writing and will be delivered by hand,
by telecopier, by electronic delivery (including e-mail), by
facsimile, by express overnight courier service or mailed by first
class mail, postage prepaid. Notices provided in
accordance with this Section 8(a) will be deemed delivered upon
personal delivery, receipt by telecopy, email or overnight mail, or
48 hours after deposit in the mail in accordance with the
above.
(b)
Transfer
Agents. The
corporation may appoint, and from time to time discharge and
change, a transfer agent for Series A Preferred
Stock. Upon any such appointment or discharge of a
transfer agent, the corporation will send written notice thereof to
each holder of record of Series A Preferred Stock.
Section
9. Effective Time.
This Certificate of Designation shall be effective at 12:05 a.m. on
December 30, 2016.
3. The
undersigned further certifies that the authorized number of shares
of Preferred Stock is 20,000,000 and that the authorized number of
shares of the Series A Preferred Stock, none of which has been
issued, is 5,000,000.
4. The
resolution set forth above has been duly adopted by all necessary
action on the part of the Corporation.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of
Designations to be signed by the undersigned officer of the
Corporation as of December 20, 2016.
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PAID,
INC.
By:
/s/ W. Austin Lewis,
IV
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W.
Austin Lewis, IV, President
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