Exhibit 3(i)(a)
ARTICLES OF INCORPORATION
OF
JUNIPER GROUP, INC.
I, the person hereinafter named as Incorporator, for the purpose of
associating to establish a corporation, under the provisions and subject to the
requirements of Title 7, Chapter 78 of the Nevada Revised Statutes, and the acts
amendatory thereof, and hereinafter sometimes referred to as the General
Corporation Law of the State of Nevada, do hereby adopt and make the following
Articles of Incorporation:
FIRST: The name of the corporation (hereinafter referred to as the
"Corporation") is Juniper Group, Inc.
SECOND: The name of the Corporation's resident agent in the State of Nevada
is CSC Services of Nevada, Inc., and the street address of the said agent where
process may be served upon the corporation is 502 East John Street, Carson City,
Nevada 89706. The mailing address and the street address of the said resident
agent are identical.
THIRD: The aggregate number of shares of stock that the Corporation shall
have the authority to issue is 300,875,000, of which 300,000,000 shares, par
value per share of $0.001, shall be designated as Common Shares (the "Common
Shares") and 875,000 shares, par value per share of $0.10, shall be designated
as Preferred Shares (the "Preferred Shares").
A. The rights, preferences and limitations of such classes of stock are as
follows:
1. The shares of Preferred Stock may be issued from time to time in one or
more series. The Board of Directors is authorized, subject to limitations
prescribed by the law and the provisions of this Article THIRD, to provide for
the issuance of the shares of Preferred Stock in one or more series, by filing a
certificate pursuant to the applicable law of the State of Nevada, to establish
from time to time the number of shares to be included in each such series, and
to fix the designation, powers preferences and rights of the shares of each such
series and the qualification, limitations or restrictions thereof.
The authority of the Board of Directors with respect to each series shall
include, but not be limited to, determination of the following:
(a) the number of shares constituting that series and the distinctive
designation of that series,
(b) the dividend rate on the shares of that series, whether dividends shall
be cumulative, and, if so, from which date or dates and the relative rights or
priority, if any, of payment of dividends on shares of that series.
(c) whether that series shall have voting rights, in addition to the voting
rights provided by law, and, if so, the terms of such voting rights,
(d) whether that series shall have conversion privileges, and, if so, the
terms and conditions of such conversion, including provision for adjustment of
the conversion rate in such events as the Board of Directors shall determine,
(e) whether or not the shares of that series shall be redeemable, and, if
so, the terms and conditions of such redemption, including the date or dates
upon or after which they shall be redeemable, and the amount per share payable
in case of redemption, which amount may vary under different conditions and at
different redemption dates,
(f) whether that series shall have a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and amount of such
sinking fund,
(g) the rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, and the
relative rights of the priority, if any, of payment on shares of that series,
and
(h) any other relative or participating rights, preferences and limitations
of that series.
2. No holder of Common Stock or of Preferred Stock shall be entitled as a
matter of right to subscribe for or purchase, or have any preemptive right with
respect to, any part of any new or additional issue of stock of any class
whatsoever, or of securities convertible into any stock of any class whatsoever,
whether now or hereafter authorized and whether issued for cash or other
consideration or by way of dividend.
3. Except as otherwise provided by the Board of Directors in accordance
with paragraph 1 above in respect of any series of the Preferred Shares, all
voting rights of the Corporation shall be vested exclusively in the holders of
the Common Shares who shall be entitled to one vote per share.
B. 12% of Non-Voting Convertible Redeemable Preferred Stock.
1. Number Authorized and Designation. Of the 875,000 shares of preferred
stock authorized under this Article FOURTH, the Corporation shall have the
authority to issue 375,000 shares designated as 12% Non-voting Convertible
Redeemable Preferred Stock, $.10 par value (referred to herein as "Series A
Preferred Stock").
2. Rights, Preferences and Limitations. The relative rights, preferences
and limitations of Series A Preferred Stock are as follows: (a) Dividends.
(i) Each holder of shares of shares of Series A Preferred Stock shall be
entitled to receive, for each share of Series A Preferred Stock registered in
his name on the stock transfer books of the Corporation, when and if declared by
the Corporation's Board of Directors out of assets legally available for
payment, a cumulative dividend at the rate of $.24 per share per annum, payable
quarterly on March 1, June 1, September 1 and December 1 of each year, (a) in
cash for the first four quarterly payments commencing June 1, 1991 and
thereafter (b) in cash or shares of Common Stock having an equivalent Fair
Market Value (as hereinafter defined), at the option of the Corporation.
(ii) "Fair Market Value" of a share of Common Stock shall mean the average
of the closing bid and asked prices of the Common Stock for the ten business
days preceding such payment date. If there is no trading market during such
periods, then the Fair Market Value of a share of the Common Stock shall be
determined in good faith by the Corporation's Board of Directors, which shall
take into consideration factors such as the book value of the Common Stock, the
earnings of the Corporation and the market price of shares of other companies in
similar businesses in relation to the earnings of such companies.
(iii) Dividends shall cease to accrue on shares of Series A Preferred Stock
that are redeemed pursuant to Paragraph 4 hereof as of the date fixed for such
redemption.
(iv) So long as any shares of Series A Preferred Stock are outstanding, no
dividends shall be paid or declared and set apart for payment, nor shall any
other distribution be made, on the Common Stock, or on any other stock junior to
the Series A Preferred Stock as to dividends (other than dividends payable in
Preferred Stock, Common Stock or other stock junior to Series A Preferred Stock
both as to dividends and distribution upon liquidation), unless dividends on
Series A Preferred Stock for the current dividend period and all past dividend
periods shall have been paid or declared and set apart for payment.
(v) So long as any shares of Series A Preferred Stock are outstanding, no
shares of any stock on a parity with or junior to Series A Preferred Stock shall
be purchased, redeemed or otherwise acquired by the Corporation or by any
subsidiary, nor shall any funds be set aside or made available for any purchase,
retirement or sinking fund for the purchase or redemption of any stock on a
parity with or junior to Series A Preferred Stock, unless dividends on the
Series A Preferred Stock for the current dividend period and all past dividend
periods shall have been paid or declared and set apart for payment.
(vi) Subject to the foregoing provisio ns, such dividends (payable in cash,
property or stock junior to Series A Preferred Stock) as may be determined by
the Board of Directors may be declared and paid from time to time on the shares
of any stock junior to Series A Preferred Stock, without any right of
participation therein by the holders of Series A Preferred Stock.
(vii) Accrued and unpaid dividends on Series A Preferred Stock shall not
bear interest.
(viii) In case dividends on the Series A Preferred Stock for any dividend
period in which they are payable are not paid in full, all shares of Series A
Preferred Stock and all shares of any other series of Preferred Stock ranking as
to dividends on a parity with Series A Preferred Stock shall participate ratably
in the payment of dividends for such period in proportion to the full amounts of
dividends for such period to which they are respectively entitled.
(b) Conversion.
(i) Each share of Series A Preferred Stock shall be convertible at the
option of the holder thereof into two (2) fully paid and non-assessable shares
of Common Stock, subject to adjustment as hereinafter provided, upon surrender
to the Corporation of the certificate or certificate for the shares to be
converted, together with such form of notice of election to convert as may be
provided from time to time by the Corporation. The number of shares of Common
Stock deliverable upon conversion of a share of Series A Preferred Stock is
hereinafter sometimes called the "Conversion Rate."
(ii) Any holder of shares of the Series A Preferred Stock desiring to
convert such shares shall deliver the certificates representing the shares to be
converted, duly endorsed in blank, to the Secretary of the Corporation (at the
office of the Corporation located in Great Neck, New York, or if there be none,
then the office of the transfer agent of the Corporation's Common Stock) along
with written notice (the "Conversion Notice") to the Secretary that such holder
desires to convert his series A Preferred Stock represented by the enclosed
certificates, or any portion thereof, into Common Stock. Upon receipt by the
Secretary of a duly endorsed certificate or certificates representing the Series
A Preferred Stock and a Conversion Notice, the Corporation shall, as soon as
practicable thereafter, (i) cause to be issued to the holder that number of
whole shares of Common Stock issuable upon conversion (with fractional shares
rounded up to the nearest whole number) to the person or persons entitled to
receive the same. The right to convert shares of Series A Preferred Stock shall
cease and terminate on the close of business on the date preceding the date
fixed for the redemption of such shares, unless default shall be made in payment
of the Redemption Price (as defined in paragraph (c)), in which case such right
of conversion shall be revived and continue until the Redemption Price has been
paid.
(iii) If the Corporation at any time subdivides (by any stock split, stock
dividend, recapitalization or otherwise) one or more classes of its outstanding
shares of Common Stock into a greater number of shares, the Conversion Rate in
effect immediately prior to such subdivision will be proportionately reduced,
and if the Corporation at any time combines (by reverse stock split or
otherwise) into a smaller number of its outstanding shares of Common Stock into
a smaller number of shares, the Conversion Rate in effect immediately prior to
such combination will be proportionately increased; provided, however, that no
adjustment shall be made if all changes in the Conversion Rate since the last
such change are less than 2% in the aggregate. Immediately upon an adjustment of
the Conversion Rate, the Company will give written notice thereof to all holders
of Series A Preferred Stock.
(iv) Any capital reorganization, reclassification, consolidation, merger or
sale of all or substantially all of the Corporation's assets to another
corporation that is effected in such a way that holders of Common Stock are
entitled to receive (either directly or upon subsequent liquidation) stock,
securities or assets with respect to or in exchange for Common Stock is referred
to herein as an "Organic Change". Prior to the consummation of any Organic
Change, the Corporation will make appropriate provisions to insure that each of
the holders of Series A Preferred Stock will thereafter have the right to
acquire and receive, in lieu of or in addition to the shares of Common Stock
immediately theretofore acquirable and receivable upon the conversion of such
holder's Series A Preferred Stock, such shares of stock, securities or assets as
such holder would have received in connection with such Organic Change if such
holder had converted his Series A Preferred Stock immediately prior to such
Organic Change. In any such case, the board of Directors of the Corporation in
good faith will make appropriate provisions to insure that the provisions hereby
applicable to the Series A Preferred Stock will thereafter be applicable to the
Series A Preferred Stock. The Corporation will not effect any such
consolidation, merger or sale, unless prior to the consummation thereof, the
successor corporation (if other than the Corporation) resulting from
consolidation or merger or the corporation purchasing such assets assumes by
written instrument, the obligation to deliver to each such holder such shares of
the stock, securities or assets as, in accordance with the foregoing provisions,
such holder may be entitled to acquire. The Corporation shall give written
notice to the holders of Series A Preferred Stock at least 20 days prior to the
date on which any Organic Change will take place.
(v) If any event occurs of the type contemplated by the provisions of this
paragraph (b), but not expressly provided for by such provisions, then the
Corporation's Board of Directors shall make an appropriate adjustment in the
Conversion Rate so as to protect the rights of the holders of Series A Preferred
Stock.
(vi) The Corporation will give written notice to all holders of Series A
Preferred Stock at least 20 days prior to the date on which the Corporation
closes its books or takes a record (A) with respect to any dividend or
distribution upon Common Stock, (B) with respect to any pro rata subscription
offer to the holders of Common Stock or (C) for determining rights to vote with
respect to any Organic Change, dissolution or liquidation.
(vii) The Corporation shall not be required to issue fractional shares of
Common Stock upon conversion of Series A Preferred Stock. If more than one share
of Series A Preferred Stock shall be surrendered for conversion at one time by
the same holder, the number of full shares which shall be issuable upon
conversion thereof shall be computed on the basis of the Conversion Rate with
respect to all shares (or specified portions thereof) so surrendered. If any
fraction of a share of Common Stock would, except for the provisions of this
paragraph, be issuable on the conversion of any shares of Series A Preferred
Stock, the Corporation shall be rounded up to the nearest whole number.
(c) Redemption. The Corporation may redeem shares of Series A Preferred
Stock by paying on the date set for redemption (the "Redemption Date") an amount
(the "Redemption Price") equal to the sum of (x) $2.00 for each such share to be
redeemed plus (y) all accumulated and unpaid dividends (if any) thereon to the
Redemption Date as provided in paragraph (b) above, subject to the following
terms and conditions:
(i) The Corporation may redeem any or all shares of Series A Preferred
Stock issued and outstanding at any time after their date of issuance.
(ii) The Corporation shall give notice (the "Redemption Notice") not more
than sixty (60) days and not less than thirty (30) days prior to the Redemption
Date by first class United States mail to each holder of record of shares of
Series A Preferred Stock call for redemption (the "Redeemed Shares") at his
address appearing on the stock transfer books of the Corporation.
(iii) If the Corporation redeems less than all of the shares of Series A
Preferred Stock, the Corporation, in its absolute discretion, either shall
designate by lot in a manner determined by the Board of Directors the shares to
be redeemed or shall effect such redemption ratably. The Corporation may not
redeem any shares of shares of Series A Preferred Stock unless all unpaid
dividends with respect to all shares of Series A Preferred Stock issued and
outstanding have been paid in full on or before the Redemption Date.
(iv) The Corporation may pay the Redemption Price for any Redeemed Shares
from the surplus and stated capital of the Corporation, but no such redemption
shall be made if the Corporation would thereby become insolvent or, if stated
capital is used, the redemption would reduce the net assets of the Corporation
below the stated capital remaining after giving effect to the cancellation of
the Redeemed Shares.
(v) If less than all of the shares of Series A Preferred Stock represented
by any surrendered certificate are redeemed, the Corporation shall issue to the
record holder of such shares a new certificate representing the unredeemed
shares. If a Redemption Notice shall have been duly given and if on the
Redemption Date funds necessary for the redemption shall have been reserved and
made available for payment of the Redemption Price of all Redeemed Shares, then
any dividends with respect to Redeemed Shares shall cease to be earned after the
Redemption Date and all rights with respect to the Redeemed Shares shall cease
on the Redemption Date (except for the right of holders Redeemed Shares to
receive the Redemption Price for such shares).
(d) Voting Rights. Holders of Series A Preferred Stock shall have no voting
rights.
(e) Preemptive Rights. Holders of Series A Preferred Stock shall have no
preemptive rights.
(f) Liquidation Rights. Upon liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, each holder of shares of Series A
Preferred Stock shall be entitled to receive from the assets of the Corporation
an amount equal to the sum of (x) $2.00 for each of Series A Preferred Stock
recorded in his name on the stock transfer books of the Corporation plus (y) an
amount equal to the accumulated and unpaid dividends to the date of such payment
with respect to such shares of Series A Preferred Stock, as provided in
paragraph (c) above, and no more, before any payments shall be made or any
assets distributed to holders of shares of Common Stock. If, upon any such
liquidation, dissolution or winding up of the Corporation, the assets of the
Corporation shall be insufficient to pay the holders of shares of the Series A
Preferred Stock all amounts payable pursuant to the immediately preceding
sentence, then all remaining assets of the Corporation shall be distributed
ratably to holders of the shares of the Series A Preferred Stock. Upon any such
liquidation, dissolution or winding up, and after all amounts due to holders of
the shares of Series A Preferred Stock are either paid or reserved for payment,
the holders of shares of Common Stock shall be entitled to receive ratably any
remaining assets of the Corporation.
FOURTH: The governing board of the Corporation shall be styled as a "Board
of Directors," and any member of said Board shall be styled as a "Director."
The number of members constituting the first Board of Directors of the
Corporation is three, and the names and the post office box or street addresses,
either residence or business, of such members are as follows:
<PAGE>
Name Address
Vlado P. Hreljanovic 111 Great Neck Road
Suite 604
Great Neck, New York 11021
Peter W. Feldman 777 Yamato Road
Suite 135
Boca Raton, Florida 33134
Harold A. Horowitz 111 Great Neck Road
Suite 604
Great Neck, New York 11021
The number of directors of the Corporation may be increased or decreased in
the manner provided in the By-Laws of the Corporation; provided, that the number
of directors shall never by less than one. In the interim between election of
directors by stockholders entitled to vote, all vacancies, including vacancies
caused by an increase in the number of directors and including vacancies
resulting from the removal of directors by the stockholders entitled to vote
which are not filled by such stockholders, may be filled by the remaining
directors, though less than a quorum.
FIFTH: The name and the business street address of the incorporator signing
these Articles of Incorporation are as follows:
Name Address
Eric Honick, Esq. Snow Becker Krauss P. C.
605 Third Avenue
New York, NY 10158
SIXTH: The Corporation shall have perpetual existence.
SEVENTH: The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by the General Corpo ration
Law of the State of Nevada, as the same may be amended and supplemented.
EIGHTH: The affirmative vote of the holders of not less than 80% of the
outstanding shares of "Voting Stock" (as hereinafter defined) of the Corporation
shall be required for the approval or authorization of any "Business
Combination" (as hereinafter defined); provided, however, that the 80% voting
requirement referred to above shall not be applicable if:
(1) The Board of Directors of the Corporation by a vote of not less than a
majority of the directors then holding office: (a) expressly approved in advance
the acquisition of outstanding shares of Voting Stock of the Corporation that
caused the Related Person (as hereinafter defined) to become a Related Person;
or (b) approved the Business Combination prior to the Related Person involved in
the Business Combination having become a Related Person; or
(2) The Business Combination is solely between the Corporation and another
corporation, 100% of the Voting Stock of which is owned, directly or indirectly,
by the Corporation.
For the purposes of this Paragraph:
(1) The term "Business Combination" shall mean (a) any merger or
consolidation of the Corporation or a subsidiary with or into a Related Person;
(b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition,
of all or any "Substantial Part" (as hereinafter defined) of the assets either
of the Corporation (including, without limitation, any voting securities of a
subsidiary) or of a subsidiary, to or with a Related Person; (c) the issuance or
transfer by the Corporation or a subsidiary (other than by way of a pro rata
distribution to all shareholders) of any securities of the Corporation or a
subsidiary of the Corporation to a Related Person; (d) any reclassification of
securities (including any reverse stock split) or recapitalization by the
Corporation, the effect of which would be to increase the voting power (whether
or not currently exercisable) of the Related Person; (e) the adoption of any
plan or proposal for the liquidation or dissolution of the Corporation proposed
by or on behalf of a Related Person; (f) any series or combination of
transactions having, directly or indirectly, the same effect as any of the
foregoing; and (g) any agreement, contract or other arrangement providing,
directly or indirectly, for any of the foregoing.
(2) The term "Related Person" shall mean and include any individual,
corporation, partnership or other "person" or "group" of persons or entities (as
such terms are used on December 18, 1996 in Rule 13d of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the "Affiliates" and
"Associates" (as such terms are defined on December 18, 1996 in Rule 12b-2 of
the Exchange Act) of any such individual, corporation, partnership or other
person or group of persons, which individually or together is the "Beneficial
Owner" (as defined on December 18, 1996 in Rule 13d-3 and Rule 14d-l(b)(4) of
the Exchange Act) in the aggregate of 10% or more of the outstanding Voting
Stock of the Corporation, but the term "Related Person" shall not include the
Corporation, any employee benefit plan(s) sponsored by the Corporation, or any
person or entity who held such beneficial ownership prior to December 18, 1996.
(3) Any person or group that has the right to acquire any shares of the
Voting Stock of the Corporation pursuant to any agreement, or upon the exercise
of conversion rights, warrants or options, or otherwise, shall be deemed a
Beneficial Owner for purposes of determining whether such person or group,
individually or together with its Affiliates and Associates, is a Related
Person.
(4) The term "Substantial Part" shall mean more than 5% of the recorded
value of the total assets of the entity in question as of the end of the fiscal
year ending prior to the time the determination is being made or, in the case of
Voting Stock of a subsidiary of the Corporation, 10% or more of the outstanding
shares of such subsidiary's Voting Stock.
(5) The term "Voting Stock" shall mean all outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors, and each reference to a proportion of shares of Voting Stock shall
refer to shares having such proportion to the number of shares entitled to be
cast.
(6) The provisions set forth in this Article SEVENTH may not be amended,
altered, changed, repealed, or rescinded in any respect unless such action is
approved by the affirmative vote of the holders of not less than 80% of all
shares of stock of the Corporation entitled to vote in the election of
directors.
NINTH: The Corporation may engage in any lawful activity.
TENTH: The Corporation reserves the right to amend, alter, change, or
repeal any provision contained in these Articles of Incorporation in the manner
now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
IN WITNESS WHEREOF, I do hereby execute these Articles of Incorporation on
January 16, 1997.
Eric Honick
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 16th day of January 1997, personally appeared before me, a Notary
Public in and for the State and County aforesaid, Eric Honick, 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, the day and year first above written.