-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EN06muqlUyjgZHTvu1qlX+mh+Uurlrx40bVELTbJLSv0RA1589nSAQ7g3kTi0GxD 2wCWHJdILu8D1AzHmL5R+Q== 0000950123-96-005366.txt : 19961004 0000950123-96-005366.hdr.sgml : 19961004 ACCESSION NUMBER: 0000950123-96-005366 CONFORMED SUBMISSION TYPE: 8-B12G PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19961003 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYNAMIC INTERNATIONAL LTD CENTRAL INDEX KEY: 0001021097 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 931215401 FILING VALUES: FORM TYPE: 8-B12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-21475 FILM NUMBER: 96639025 BUSINESS ADDRESS: STREET 1: 58 SECOND AVE CITY: BROOKLYN STATE: NY ZIP: 11215 BUSINESS PHONE: 7183694160 MAIL ADDRESS: STREET 1: 58 SECOND AVE CITY: BROOKLYN STATE: NY ZIP: 11215 8-B12G 1 FORM 8-B 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-B FOR REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS FILED PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Dynamic International, Ltd. (Exact Name of Registrant as Specified in its Charter) Nevada 93-1215401 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 58 Second Avenue, Brooklyn NY 11215 (Address of Principal Executive Offices) (Zip Code) Securities to be Registered pursuant to Section 12(b) of the Act: (Title of Each Class (Name of Each Exchange on Which to be so Registered) Each Class is to be Registered) None Securities to be Registered Pursuant to Section 12(g) of the Act: Common Stock (Title of Class) (Title of Class) 2 ITEM 1. GENERAL INFORMATION. (a) Registrant was incorporated on July 29, 1996 in the State of Nevada. (b) Registrant's fiscal year ends April 30. ITEM 2. TRANSACTION OF SUCCESSION. (a) Registrant's predecessor was Dynamic Classics, Ltd., a Delaware corporation ("DCL"). (b) Effective August 5, 1996, DCL merged with and into Registrant for the sole purpose of changing DCL's state of incorporation from Delaware to Nevada. The capital structure and balance sheet of the combined entity are substantially the same as those of DCL prior to the merger. All issued and outstanding shares of Common Stock of DCL have been exchanged for shares of Common Stock of Registrant on a one for one basis. ITEM 3. SECURITIES TO BE REGISTERED. Registrant is presently authorized to issue 50,000,000 shares of Common Stock, par value $.001. No Shares have been issued. However, an aggregate of 16,000,000 Shares are expected to be issued in the near future. ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. All of the outstanding shares of Common Stock are fully paid, validly issued and non-assessable. Holders of the Common Stock are entitled to share equally on a per share basis in such dividends as the Board of Directors may declare out of funds legally available therefor. Upon liquidation, dissolution or winding-up of Registrant after payment to creditors and the holders of any senior securities of Registrant, the assets of Registrant will be divided pro rata on a per share basis among the holders of the Common Stock. There are no conversion or redemption privileges nor any sinking fund provisions with respect to the Common Stock. Holders of the Common Stock are entitled to cast one vote for each share held at all stockholders' meetings for all purposes, including the election of directors. The Common Stock does not have cumulative rights. The by-laws of Registrant require that only a majority of the issued and outstanding Common Stock need be represented to constitute a quorum and to transact business at a stockholders' meeting. 3 ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements No financial statements are required to be filed herewith. (b) Exhibits (1) Articles of Incorporation of Registrant (2) Bylaws of Registrant (3) Specimen of Stock certificate (4) Merger Agreement 4 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Date: September 27, 1996 DYNAMIC INTERNATIONAL, LTD. By: /s/ Marton Grossman -------------------------- Marton Grossman, President 5 EXHIBIT INDEX ------------- Exhibit No. Description ----------- ----------- (1) Articles of Incorporation of Registrant (2) Bylaws of Registrant (3) Specimen of Stock certificate (4) Merger Agreement EX-99.1 2 ARTICLES OF INCORPORATION OF REGISTRANT 1 Exhibit 1 ARTICLES OF INCORPORATION (PURSUANT TO NRS 78) STATE OF NEVADA SECRETARY OF STATE 1. NAME OF CORPORATION: DYNAMIC INTERNATIONAL, LTD. 2. RESIDENT AGENT: (designated resident agent and his STREET ADDRESS in Nevada where process may be served) Name of Resident Agent: THE CORPORATION TRUST COMPANY OF NEVADA Street Address: One East First Street, Reno, Nevada 89501 Street No. Street Name City Zip 3. SHARES: (number of shares the corporation is authorized to issue) Number of shares with par value 50,000,000 Par value .001(cent) Number of shares without par value: -0- 4. GOVERNING BOARD: shall be styled as (check box) /X/ Directors Trustees The FIRST BOARD OF DIRECTORS shall consist of 1 member(s) and the name(s) and address(es) is (are) as follows (attach additional pages if necessary) Marton Grossman 58 Second Avenue, Brooklyn, NY 11215 Name Address - -------------------------------------------------------------------------------- Name Address 5. PURPOSE (optional - see reverse side) The purpose of the corporation shall be: 6. OTHER MATTERS: This form includes the nominal statutory requirements to incorporate under NRS 78. You may attach additional information pursuant to NRS 78.037 or any other information you deem appropriate. If any of the additional information is contradictory to this form it cannot be filed and will be returned to you for correction. Number of pages attached 1 . 7. SIGNATURES OF INCORPORATION: The names and addresses of each of the incorporators signing the articles: (Attach additional sheets if there are more than two incorporators) Richard F. Horowitz - -------------------------------------------------------------------------------- Name (print) Name (print) 292 Madison Avenue, New York, NY 10017 - -------------------------------------------------------------------------------- Address Address /S/ - -------------------------------------------------------------------------------- Signature Signature State of New York County Of New York State of County Of This instrument was acknowledged before me on This instrument was acknowledged before me on July 19, , 1996 by , 19 by Richard F. Horowitz an incorporator an incorporator of Dynamic International, Ltd. of (name of party on behalf of whom instrument was executed) (name of party on behalf of whom instrument was executed) /S/_______________________________ ________________________________ Notary Public Signature Notary Public Signature (affix notary stamp or seal) (affix notary stamp or seal)
8. CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT The Corporation Trust Company of Nevada hereby accepts appointment as Resident Agent for the above named corporation The Corporation Trust Company of Nevada By: /S/ 7/29/96 - --------------------------------------------------------------- --------------- Signature of Resident Agent (NY) (Assistant Secretary) Date 2 ATTACHMENT TO ARTICLES OF INCORPORATION OF DYNAMIC INDUSTRIES, LTD. 6. OTHER MATTERS: No director of officer of the corporation shall have any personal liability for damages for breach of fiduciary duty as a director or officer, provided, however, this provision does not eliminate or limit the liability of any director or officer for: (a) Acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or (b) The payment of distributions in violation of NRS 78.300. EX-99.2 3 BYLAWS OF REGISTRANT 1 Exhibit 2 BY-LAWS OF DYNAMIC INTERNATIONAL, LTD. (a Nevada Corporation) ARTICLE I - OFFICES The office of the Corporation shall be located in the City, and State designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine. ARTICLE II - MEETING OF STOCKHOLDERS Section 1 - Annual Meetings: The annual meeting of the stockholders of the Corporation shall be held within five months after the close of the fiscal year of the Corporation, for the purpose of electing directors, and transacting such other business as may properly come before the meeting. Section 2- Special Meetings: Special meetings of the stockholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of a majority of the shares then outstanding, and entitled to vote thereat, or as otherwise required under the provisions of the Nevada Corporations, Partnership and Associations Law. Section 3 - Place of Meetings: All meetings of stockholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings. Section 4 - Notice of Meetings: (a) Except as otherwise provided by Statute, written notice of each meeting of stockholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, not less than ten or more than sixty days before the meeting, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If at any meeting, action is proposed to be taken that would, if taken, entitle stockholders to receive payment for their shares pursuant to Statute, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such shareholder at his address, as it appears on the records of the stockholders of the Corporation, unless he shall 2 have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to the address designated in such request. (b) Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of stockholders need not be given, unless otherwise required by statute. Section 5 - Quorum: (a) Except as otherwise provided herein, or by statute, or in the Certificate of Incorporation (such Certificate including any amendments thereto, being hereinafter collectively referred to as the "Certificate of Incorporation"), at all meetings of stockholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of stockholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting. (b) Despite the absence of a quorum at any annual or special meeting of stockholders, the stockholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted at the meeting as originally called if a quorum had been present. Section 6 - Voting (a) Except as otherwise provided by statute or by the Certificate of Incorporation, any corporate action, other than the election of directors to be taken by vote of the stockholders, shall be authorized by a majority of votes cast at a meeting of stockholders by the holders of shares entitled to vote thereon. (b) Except as otherwise provided by statute or by the Certificate of Incorporation, at each meeting of stockholders, each holder of record of stock of the Corporation entitled to vote thereat, shall be entitled to one vote for each share of stock registered in his name on the books of the Corporation. (c) Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder himself, or by his attorney-in-fact thereunto duly authorized in writing. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the persons executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation. 2 3 (d) Any resolution in writing, signed by a majority of the stockholders entitled to vote thereon, shall be and constitute action by such stockholders to the effect therein expressed, with the same force and effect as if the same had been duly passed at a duly called meeting of stockholders and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date. ARTICLE III - BOARD OF DIRECTORS Section 1 - Number, Election and Term of Office: (a) The number of the directors of the Corporation shall be three unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall not be less than one. (b) Except as may otherwise be provided herein or in the Certificate of Incorporation, the members of the Board of Directors of the Corporation, who need not be stockholders, shall be elected by a majority of the votes cast at a meeting of stockholders, by the holders of shares, present in person or by proxy, entitled to vote in the election. (c) Each director shall hold office until the annual meeting of the stockholders next succeeding his election, and until his successor is elected and qualified, or until his prior death, resignation or removal. Section 2 - Duties and Powers: The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as are in the Certificate of Incorporation or by statute expressly conferred upon or reserved to the stockholders. Section 3 - Annual and Regular Meetings; Notice: (a) A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the stockholders, at the place of such annual meeting of stockholders. (b) The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof. (c) Notice of any regular meeting of the Board of Directors shall not be required to he given and, giving, need not specify the purpose of the meeting provided, however, that in case the Board of Directors shall fix or chance the time or place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting, at which such action was taken within the time limited, and in the manner set forth in paragraph (b) of Section 4 of this Article 111, with respect to special meetings, unless such notice shall be waived in the manner set forth in paragraph (c) of such Section 4. 3 4 Section 4 - Special Meetings; Notice: (a) Special meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof. (b) Except as otherwise required by statute.. notice of special meeting shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, fax, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice, except as required by Section 8 of this Article 111, need not specify the purpose of the meeting. (c) Notice of any special meeting shall not be required to be given to any director who shall attend such meeting, without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given. Section 5 - Chairman: At all meetings of the Board of Directors the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the President shall preside, and in his absence, a Chairman chosen by the directors shall preside. Section 6 - Quorum and Adjournments: (a) At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Certificate of Incorporation, or by these By-Laws. (b) A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present. Section 7 - Manner of Acting: (a) At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold. (b) Except as otherwise provided by statute, by the Certificate of Incorporation, or these By-Laws. the action of a majority of the directors present at any meeting, at which a quorum is present shall be the act of the Board of Directors. Any action authorized in writing by all of the directors entitled to vote thereon and filed with the minutes of the corporation shall be the act of the Board of 4 5 Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board. Section 8 - Vacancies: Any vacancy in the Board of Directors occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a director by the stockholders shall be filled by the stockholders at the meeting at which the removal was effected) or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose. Section 9 - Resignation: Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective. Section 10 - Removal: Any director may be removed with or without cause at any time by the affirmative vote of stockholders hold of record in the aggregate at least a majority of the outstanding shares of the Corporation at a special meeting of the stockholders called for that purpose, and may be removed for caused by action of the Board. Section 11 - Salary: No stated salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting, of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving, compensation therefor. Section 12 - Contracts: (a) No contract or other transaction between this Corporation and any other Corporation shall be impaired. affected or invalidated, nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this Corporation is or are interested in. or is a director or officer, or are directors or officers of such other Corporation, provided that such facts are disclosed or made known to the Board of Directors. (b) Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board 5 6 of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto. Section 13 - Committees: The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they deem desirable, each consisting, of three or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board. ARTICLE IV - OFFICERS Section 1 - Number, Qualifications, Election and Term of Office: (a) The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person. (b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of stockholders. (c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding, his election, and until his successor shall have been elected and qualified, or until his death, resignation or removal. Section 2 - Resignation: Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective. Section 3 - Removal: Any officer may be removed, either with or without cause, and a successor elected by a majority of the Board of Directors at any time. 6 7 Section 4 - Vacancies: A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by the Board of Directors. Section 5 - Duties of Officers: Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these By-laws, or may from time to time be specifically, conferred or imposed by the Board of Directors. Section 6 - Sureties and Bonds: In case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands. Section 7 - Shares of Other Corporations: Whenever the Corporation is the holder of shares of any other Corporation, any right or power of the Corporation as such shareholder (including the attendance, acting and voting at stockholders' meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President, or such other person as the Board of Directors may authorize. ARTICLE V - SHARES OF STOCK Section 1 - Certificate of Stock: (a) The certificates representing shares of the Corporation shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. They shall bear the holder's name and the number of shares, and shall be signed by (i) the Chairman of the Board or the President or a Vice President, and (ii) the Secretary or Treasurer, or any Assistant Secretary or Assistant Treasurer, and shall bear the corporate seal. (b) No certificate representing shares shall be issued until the full amount of consideration therefore has been paid, except as otherwise permitted by law. (c) To the extent permitted by law. the Board of Directors may authorize the issuance of certificates for fractions of a share which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating, distributions, in 7 8 proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any, rights of a shareholder. except as therein provided. Section 2 - Lost or Destroyed Certificates: The holder of any certificate representing shares of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper so to do. Section 3 - Transfer of Shares: (a) Transfers of shares of the Corporation shall be made on the share records of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares, with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of transfer taxes as the Corporation or its agents may require. (b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law. Section 4 - Record Date: In lieu of closing the share records of the Corporation, the Board of Directors may fix, in advance, a date not exceeding sixty days, nor less than ten days, as the record date for the determination of stockholders entitled to receive notice of, or to vote at, any meeting of stockholders, or to consent to any proposal without a meeting, or for the purpose of determining, stockholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the 8 9 record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, the day on which the meeting is held; the record notice is given, or, if no notice is given, the day on which the meeting is held; the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting. ARTICLE VI - DIVIDENDS Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such times as the Board of Directors may determine. ARTICLE VII - FISCAL YEAR The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law. ARTICLE VIII - CORPORATE SEAL The corporate seal, if any, shall be in such form as shall be approved from time to time by the Board of Directors. ARTICLE IX - AMENDMENTS All by-laws of the Corporation shall be subject to amendment, alteration or repeal, and new by-laws may be made, by (i) the affirmative vote of stockholders holding of record in the aggregate at least a majority of the outstanding shares entitled to vote in the election of directors at any annual or special meeting of stockholders, or (ii) the Board of Directors. ARTICLE X - INDEMNITY (a) Any person made a party to any action, suit or proceeding, by reason of the fact that he, his testator or intestate representative is or was a director, officer or employee of the Corporation, or of any Corporation in which he served as such at the request of the Corporation, shall be indemnified by the Corporation against the reasonable expenses, including attorney's fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceedings, or in connection with any appeal therein that such officer, director or employee is liable for negligence or misconduct in the performance of his duties. 9 10 (b) The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any officer or director or employee may be entitled apart from the provisions of this section. (c) The amount of indemnity to which any officer or any director may be entitled shall be fixed by the Board of Directors, except that in any case where there is no disinterested majority of the Board available, the amount shall be fixed by arbitration pursuant to then existing rules of the American Arbitration Association. 10 EX-99.3 4 SPECIMEN OF STOCK CERTIFICATE 1 Exhibit 3 FORM COMMON STOCK CERTIFICATE Number Shares D DYNAMIC INTERNATIONAL, LTD. Common Stock $.001 Par Value CUSIP 267931 103 Incorporated under the Laws of the State of Nevada THIS CERTIFIES THAT IS THE OWNER OF Fully paid and non-assessable shares of Common Stock of Dynamic International, Ltd. (hereinafter called the Corporation) transferable on the books of the Corporation or by the holder hereof in person or by duly authorized Attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: [SEAL] /s/ /s/ - --------------------------- ------------------------------ Secretary President Countersigned and Registered American Stock Transfer & Trust Company (New York) By:_______________________________ Authorized Signature 2 Reverse Side of Stock Certificate Dynamic International, Ltd. The Corporation will furnish to any shareholder a full statement of the powers, designations, limitations and relative participating, optional or other special rights of the shares of each class authorized to be issued, the qualifications, limitations and restrictions of such preferences and rights, the variations in the rights and preferences between the shares of any series of any authorized preferred class so far as they have been fixed and determined, and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series of any such preferred class. In addition, it contains the usual information relating to transfer of the stock represented by the certificate and it allows for completion of information required in connection with any such transfer. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common UNIF FIT MIN ACT-________Custodian__________ (Cust) (Minor) TEN ENT - as tenants by the entireties under Uniform Gifts to Minors JT TEN - as joint tenants with right Act__________________________ of survivorship and not as tenants in (State) common
Additional abbreviations may also be used though not in the above list. For Value Received,_____________________________hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFYING NUMBER OF ASSIGNEE - ------------------------------------------------- - ------------------------------------------------- - ---------------------------------------------------------------------------- (Please print or typewrite name and address including postal zip code of assignee) - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- ______________________________________________________________________shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _________________________________ Attorney to transfer the said shares on the books of the within Corporation with full power of substitution in the premises. Dated_________________________ --------------------------------- NOTICE: The signature to this assignment must correspond with the name as as written upon the face of the Certificate, in every particular, without alteration or enlargement or any change whatever. EX-99.4 5 MERGER AGREEMENT 1 Exhibit 4 AGREEMENT OF MERGER AGREEMENT OF MERGER, dated, this 19th day of July, 1996 pursuant to Section 252 of the General Corporation Law of Delaware, between Dynamic International, Ltd, a Nevada corporation and Dynamic Classics, Ltd., a Delaware Corporation. WITNESSETH that: WHEREAS, all of the constituent corporations desire to merge into a single corporation; NOW, THEREFORE, the corporations, parties to this Agreement, in consideration of the mutual covenants, agreements and provisions hereinafter contained do hereby prescribe the terms and conditions of said merger and mode of carrying the same into effect as follows: FIRST: Dynamic International, Ltd., hereby merges into itself Dynamic Classics, Ltd., and said Dynamic Classics, Ltd., shall be and hereby is merged into Dynamic International, Ltd., which shall be the surviving corporation. SECOND: The Certificate of Incorporation of Dynamic International, Ltd., as heretofore amended and as in effect on the date of the merger provided for in this Agreement, shall continue in full force and effect as the Certificate of Incorporation of the corporation surviving this merger. THIRD: The manner of converting the outstanding shares of the capital stock of the surviving corporation shall be as follows: (a) Each share of common stock of the surviving corporation, which shall be issued and outstanding on the effective date of this merger, shall remain issued and outstanding. 1 2 (b) Each right to receive a share of common stock of the merged corporation, pursuant to Order of the United States Bankruptcy Court for the Southern District of New York, dated May 23, 1996 (the "Order") in Case No. 95 B 43690 (PBA), which shall be outstanding on the effective date of this merger, and all rights in respect thereof shall forthwith be changed and converted into a right to receive one share of common stock of the surviving corporation. (c) After the effective date of this merger, each holder of a right to receive shares of common stock of the merged corporation shall receive shares of common stock of the surviving corporation as provided for in the Order. FOURTH: The terms and conditions of the merger are as follows: (a) The bylaws of the surviving corporation as they shall exist on the effective date of this merger shall be and remain the bylaws of the surviving corporation until the same shall be altered, amended or repealed as therein provided. (b) The directors and officers of the surviving corporation shall continue in office until the next annual meeting of stockholders and until the successors shall have been elected and qualified. (c) Upon the merger becoming effective, all the property, rights, privileges, franchises, patents, trademarks, licenses, registrations, and other assets of every kind and description of 2 3 the merged corporation shall be transferred to, vested in and devolve upon the surviving corporation without further act or deed and all property, rights, and every other interest of the surviving corporation and the merged corporation shall be as effectively the property of the surviving corporation as they were of the surviving corporation and the merged corporation respectively. The merged corporation hereby agrees from time to time, as and when requested by the surviving corporation or by its successors or assigns, to execute and deliver or cause to be executed and delivered all such deeds and instruments and to take or cause to be taken such further or other action as the surviving corporation may deem necessary or desirable in order to vest in and confirm to the surviving corporation title to and possession of any property of the merged corporation acquired or to be acquired by reason of or as a result of the merger herein provided for and otherwise to carry out the intent and purposes hereof and the proper officers and directors of the merged corporation and the proper officers and directors of the surviving corporation are fully authorized in the name of the merged corporation or otherwise to take any and all such action. (d) The surviving corporation may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of Dynamic Classics, Ltd. as well as for enforcement of any obligation of the surviving corporation arising from the merger; and it does hereby irrevocably appoint the Secretary of State of Delaware as its agent to accept service of process in any such suit or other proceeding. The address to which a copy of such process shall be mailed by the Secretary of State of Delaware is 52 Second Avenue, Brooklyn, New York 11215 until the surviving 3 4 corporation shall have hereafter designated in writing to the said Secretary of State a different address for such purpose. Service of such process may be made by personally delivering to and leaving with the Secretary of State of Delaware duplicate copies of such process, one of which copies the Secretary of State of Delaware shall forthwith send by registered mail to said Dynamic International, Ltd. at the above address. IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the approval and authority duly given by resolution adopted by their respective Boards of Directors have caused these presents to be executed by the President of each party hereto as the respective act, deed and agreement of each said corporations, on this 19th day of July, 1996. DYNAMIC CLASSICS, LTD. By /s/ ----------------------------------- Marvin Cooper, President DYNAMIC INTERNATIONAL, LTD. By /s/ ---------------------------------- Marton Grossman, President 4 -----END PRIVACY-ENHANCED MESSAGE-----