clickNsettle.com, Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
x Preliminary Information Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
o Definitive Information Statement
CLICKNSETTLE.COM, INC.
(Name of Registrant as Specified In Its Charter)
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Payment of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
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Per unit price or other underlying value of transaction computed pursuant to Exchange
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its filing. |
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Form, Schedule or Registration Statement No.: |
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Date Filed: |
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CLICKNSETTLE.COM, INC
4400 Biscayne Boulevard
Suite 950
Miami, Florida 33137
Dear Stockholders:
We are writing to advise you that we intend to amend and restate our Certificate of
Incorporation to (i) increase the number of authorized shares of our capital stock to 800 million
shares, consisting of 750 million shares of Common Stock, $0.001 par value, of the Company and 50
million shares of Preferred Stock, $0.001 par value, of the Company, (ii) implement a one-for-ten
reverse stock split of the currently outstanding shares of our capital stock, (iii) remove from our
original Certificate of Incorporation an extraneous provision and a provision that allows us to restrict stockholder inspection rights, and to (iv) integrate into a single Amended and
Restated Certificate of Incorporation our original Certificate of Incorporation, those amendments
to our Certificate of Incorporation that have previously been filed with the Secretary of State of
the State of Delaware and the proposed amendments to our Certificate of Incorporation
(collectively, the Amendment). The Amendment, a copy of which is attached hereto as
Annex A, will become our Amended and Restated Certificate of Incorporation.
The Amendment was approved by our Board of Directors on December 19, 2007. In addition, the
Amendment was approved by the holders of approximately 53% of our issued and outstanding common
stock. Approval of the Amendment required the approval of an aggregate of greater than one-half of
our issued and outstanding common stock, and was approved on January 25, 2008 by a written consent
in lieu of a special meeting of the stockholders in accordance with the relevant sections of the
Delaware General Corporation Law. We will file the Amended and Restated Certificate of
Incorporation with the Secretary of State of Delaware on or about ___________________________, 2008 (the
Effective Date). Although Annex A contains our complete Amended and Restated Certificate
of Incorporation, the only substantive changes to our Certificate of Incorporation, as amended,
that are incorporated therein are the increase in our authorized shares, the implementation of the
reverse stock split and the removal of an extraneous provision and a provision that allows us to restrict stockholder inspection rights, all of which were approved by our Board of
Directors and the holders of a majority of our issued and outstanding common stock.
The actions described in this Information Statement were taken shortly after the consummation
of that certain Stock Purchase Agreement (the Purchase Agreement), dated as of December
19, 2007, as amended January 31, 2008, by and among the Company and the purchasers identified on
Exhibit A to the Purchase Agreement, a small group of investors led by Dr. Phillip Frost (the
Purchasers). Pursuant to the terms of the Purchase Agreement, the Company will sell to
the Purchasers an aggregate number of shares equal to 51% of the post-reverse stock split
outstanding shares of the common stock of the Company on a fully diluted basis (the
Shares). The purchase price for the sale of the Shares will be an amount equal to
approximately the net cash and cash equivalents of the Company on the Closing Date after deducting
any and all liabilities existing as of the closing date of the transaction, including the costs and
expenses of the transaction.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No action is required by you. The accompanying Information Statement is furnished only to
inform our stockholders of the actions described above before they take place in accordance with
Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the Exchange Act) and the Delaware
General Corporation Law. This Information Statement is first mailed to you on or about ___________________________,
2008.
Please feel free to call us at (305) 573-4112 should you have any questions on the enclosed
Information Statement. We thank you for your continued interest in clickNsettle.com, Inc.
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For the Board of Directors of
clickNsettle.com, Inc.
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By: |
/s/ Glenn L. Halpryn
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Glenn L. Halpryn |
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Chairman |
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2
CLICKNSETTLE.COM, INC.
4400 Biscayne Boulevard
Suite 950
Miami, Florida 33137
INFORMATION STATEMENT REGARDING
ACTION TAKEN BY WRITTEN CONSENT OF
MAJORITY STOCKHOLDERS
IN LIEU OF A SPECIAL MEETING
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement is being furnished to the stockholders of clickNsettle.com, Inc., a
Delaware corporation (the Company, CLIK, we, or our), in
connection with the adoption of the Amendment and our Amended and Restated Certificate of
Incorporation by written consent of our Board of Directors and the holders of a majority of our
issued and outstanding common stock in lieu of a special meeting. On December 19, 2007, our Board
of Directors approved an amendment to our Certificate of Incorporation to (i) increase the number
of authorized shares of our capital stock to 800 million shares, consisting of 750 million shares
of Common Stock, $0.001 par value, of the Company and 50 million shares of Preferred Stock, $0.001
par value, of the Company, (ii) implement a one-for-ten reverse stock split of the currently
outstanding shares of our capital stock, (iii) remove from our original Certificate of
Incorporation an extraneous provision and a provision that allows us to restrict
stockholder inspection rights, and to (iv) integrate into a single Amended and Restated Certificate
of Incorporation our original Certificate of Incorporation, those amendments to our Certificate of
Incorporation that have previously been filed with the Secretary of State of the State of Delaware,
and the proposed amendments to our Certificate of Incorporation. On January 25, 2008, the
Amendment was approved by the holders of approximately 53% of our issued and outstanding common
stock, which is in excess of the majority of our issued and outstanding common stock required in
accordance with the relevant sections of the Delaware General Corporation Law. The Amendment will
become effective on the date of its filing as our Amended and Restated Certificate of Incorporation
with the Delaware Secretary of State in accordance with the written consent of our directors and
the holders of approximately 53% of our issued and outstanding common stock.
The elimination of the need for a meeting of stockholders to approve the actions described in
this Information Statement is made possible by Section 228 of the Delaware General Corporation Law,
which provides that the written consent of the holders of outstanding shares of voting stock,
having not less than the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present and voted, may be
substituted for such a meeting. In order to eliminate the costs involved in holding a special
meeting, our Board of Directors elected to utilize the written consent of the holders of more than
a majority in interest of our voting securities.
Our Board of Directors unanimously approved the Purchase Agreement, for which, as permitted by
applicable Delaware law, we did not obtain and are not soliciting stockholder approval. Delaware
law requires, however, that we obtain stockholder approval to (i) increase the number of authorized
shares of all classes of our capital stock, (ii) implement a one-for-ten reverse stock split of the
currently outstanding shares of our capital stock, (iii) remove from our original Certificate of
Incorporation an extraneous provision and a provision that allows us to restrict
stockholder inspection rights, and (iv) integrate into a single Amended and Restated Certificate of
Incorporation our original Certificate of Incorporation, those amendments to our Certificate of
Incorporation that have been previously filed with the Secretary of State of Delaware, and the
proposed amendments to our Certificate of Incorporation. Accordingly, we have obtained the written
consent of at least a majority of our stockholders approving these actions and are mailing to our
remaining stockholders this Information Statement disclosing that we have obtained such consent.
Pursuant to Section 228 of the Delaware General Corporation Law, we are required to provide
prompt notice of the taking of those actions described above without a meeting of stockholders to
all stockholders who did not consent in writing to such action. This Information Statement serves
as this notice. This Information Statement
will be mailed on or about ___________________________, 2008 to stockholders of record, and is being
delivered to inform you of the corporate actions described herein before they take effect in
accordance with Rule 14c-2 of the Exchange Act.
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The entire cost of furnishing this Information Statement will be borne by the Company. We
will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward
this Information Statement to the beneficial owners of our voting securities held of record by
them, and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such
material.
No Dissenters Rights
No dissenters rights are afforded to our stockholders under Delaware law as a result of the
adoption of the Amendment.
OUR PRINCIPAL STOCKHOLDERS
Our voting securities are composed of our common stock, par value $0.001 per share, of which
55,402,762 shares were outstanding on January 3, 2008 (the Record Date). The holders of our
common stock are entitled to one vote for each outstanding share on all matters submitted to our
stockholders. We have no outstanding preferred stock. The following table contains information
regarding record ownership of our common stock as of the Record Date held by:
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persons who own beneficially more than 5% of our outstanding voting securities; |
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our directors; |
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our current and former executive officers during 2007; and |
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all of our directors and officers as a group. |
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Percentage of |
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Number of Outstanding |
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Outstanding Shares |
Name and Title of Beneficial Owner |
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Shares Beneficially Owned |
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of Common Stock |
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Glenn L. Halpryn, Chairman, Chief Executive Officer and
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5,319,474 |
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9.6 |
% |
President |
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4400 Biscayne Boulevard |
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Suite 950 |
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Miami, Florida 33137 |
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Noah M. Silver, Vice President, Secretary, Treasurer and
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1,679,604 |
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3.0 |
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Director |
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4400 Biscayne Boulevard |
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Suite 950 |
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Miami, Florida 33137 |
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Alan Jay Weisberg, Chief Financial and Accounting Officer
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502,401 |
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and Director |
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2500 North Military Trail |
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Suite 206 |
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Boca Raton, Florida 33431 |
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Curtis Lockshin, Director
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90,960 |
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4400 Biscayne Boulevard |
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Suite 950 |
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Miami, Florida 33137 |
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Roy Israel, Former Principal Executive Officer |
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c/o National Arbitration and Mediation |
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990 Stewart Avenue, First Floor |
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Garden City, New York 11530
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Percentage of |
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Number of Outstanding |
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Outstanding Shares |
Name and Title of Beneficial Owner |
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Shares Beneficially Owned |
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of Common Stock |
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Patricia Giuliani-Rheaume, Former Principal Financial Officer |
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c/o National Arbitration and Mediation |
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990 Stewart Avenue, First Floor |
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Garden City, New York 11530 |
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All executive officers and present directors as a group
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7,592,439 |
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13.7 |
% |
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5% Stockholders: |
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Steven Jerry Glauser Revocable Trust
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6,735,870 |
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12.2 |
% |
1400 16th Street |
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Suite 510 |
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Denver, Colorado 80202 |
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Steven Jerry Glauser
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6,735,870 |
(1) |
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12.2 |
% |
1400 16th Street |
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Suite 510 |
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Denver, Colorado 80202 |
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Ernest M. Halpryn
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5,262,672 |
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9.5 |
% |
4400 Biscayne Boulevard |
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Suite 950 |
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Miami, Florida 33137 |
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Stephen Bittel
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4,096,044 |
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7.4 |
% |
4400 Biscayne Boulevard |
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Suite 950 |
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Miami, Florida 33137 |
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less than 1%. |
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Includes 6,735,870 shares of common stock held by the Steven Jerry Glauser Revocable Trust.
Mr. Glauser is the trustee and beneficiary of the Steven Jerry Glauser Revocable Trust. |
First Change of Control
On September 26, 2007, investors, led by Glenn L. Halpryn of Miami, Florida, and Steven Jerry
Glauser of Denver, Colorado (the New Investors), purchased 51.65% of the outstanding common stock
of the Company from five stockholders of the Company pursuant to the terms of a stock purchase
agreement of the same date. In connection with the purchase of control, the Company issued
44,921,052 shares of its common stock, par value $0.001 per share, to the New Investors in exchange
for working capital of $1,567,000. Including the restricted securities issued by the Company,
following the purchase of control, the New Investors beneficially own 90.75% of the outstanding
shares of the Company. The total consideration paid for the purchase of the shares from the five
stockholders was $585,000. The New Investors used their personal funds to purchase the shares.
Control of the Company was previously held by four stockholders, Roy Israel, Carla Israel, Patricia
Giuliani-Rheaume and Willem Specht, former officers and directors of the Company, and by a fifth
shareholder, ISO Investment Holdings, Inc., which stockholders owned in the aggregate 51.65% of the
Companys issued and outstanding shares. In connection with the purchase of control, the Companys
officers and directors agreed to resign from all offices that they held with the Company.
Second Pending Change of Control
Pursuant to the terms of the Purchase Agreement entered into by the Company on December 19,
2007, as amended January 31, 2008, the Company will sell to the Purchasers, a small group of
investors headed by Dr. Phillip Frost, an aggregate number of unregistered shares equal to 51% of
the post-reverse stock split outstanding shares of the common stock of the Company on a fully
diluted basis. The purchase price for the sale of the Shares will be an
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amount equal to the net cash and cash equivalents of the Company on the closing date of the
transaction, after deducting any and all liabilities and costs existing as of the closing date,
including costs and expenses of the transaction. The Company expects that the closing of the
transaction will occur during the first quarter of 2008. Following the closing of the transaction,
the Purchasers will own a majority of the outstanding shares of the common stock of the Company and
the New Investors will no longer control the Company.
THE AMENDMENT
The Amendment to our Certificate of Incorporation will increase the aggregate number of shares
of all classes of capital stock that we may issue from 305,000,000 to 800,000,000, which will be
composed of 750,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares
of preferred stock, par value $0.001 per share. The terms of the preferred stock, including
dividend or interest rates, conversion prices, voting rights, redemption prices, maturity dates,
and similar matters will be determined by our Board of Directors prior to the issuance of any
shares of the preferred stock. This increase in authorized share capital does not affect the
number of shares of stock presently outstanding, nor does it affect the number of shares that you
own; however, our issuance of additional shares may dilute your percentage ownership of the
Company. We have no transactions currently planned in which we intend to issue the newly
authorized shares; the additional share capital was authorized in order to better position the
Company to effect a merger or other business combination with an operating company. We do not
intend to solicit authorization from our stockholders for the future issuance of the newly
authorized shares unless we are required to obtain such authorization by law.
Additionally, the Amendment will effect a one-for-ten reverse stock split of the currently
outstanding shares of our capital stock in order to reduce the amount of our currently outstanding
capital stock. As of the Record Date, there were approximately 55,402,762 shares of our common
stock issued and outstanding. The Amendment provides that each ten (10) shares of our common stock
outstanding immediately prior to the Effective Date of the Amendment (the Old Shares) will be
automatically converted into one (1) share of our common stock (the New Shares), thereby reducing
the number of outstanding shares of our common stock to approximately 5,540,276 shares, subject to
rounding. Any fractional shares existing as a result of the reverse stock split shall be rounded
to the next higher whole number and distributed to those stockholders who are entitled to receive
them as a consequence of the reverse stock split. On the Effective Date of the Amendment, each
shareholder will own a reduced number of shares of our common stock, but will hold the same
percentage of the outstanding common shares as the shareholder held prior to the Effective Date of
the Amendment. The New Shares will be fully paid and non-assessable. The New Shares will have the
same voting rights and rights to dividends and distributions and will be identical in all other
respects to the Old Shares. Certificates representing the New Shares will be issued in due course
as certificates representing the Old Shares are tendered for exchange or transfer to our transfer
agent, Continental Stock Transfer and Trust Company. We request that stockholders do not send in
any of their stock certificates at this time.
Our
common stock is quoted on the OTC Bulletin Board. Prior to the Effective Date of the
Amendment, we will announce the new trading symbol for our common stock, which will reflect the
post-reverse stock split trading price. We must also obtain a new CUSIP number for our common
stock at the time of the reverse stock split and provide the OTC Bulletin Board at least ten (10)
calendar days advance notice of the Effective Date of the Amendment in compliance with Rule 10b-17
promulgated pursuant to the Exchange Act.
The reverse stock split will not affect the par value of our common stock. As a result, on
the Effective Date of the Amendment, the stated capital on our balance sheet attributable to our
common stock will be reduced in proportion with the reverse stock split and our additional paid-in
capital account will be credited with the amount by which the stated capital is reduced. These
accounting entries will have no impact on total stockholders equity. All share and per share
information will be retroactively adjusted following the Effective Date of the Amendment to reflect
the reverse stock split for all periods presented in future filings.
In addition, the Amendment will remove from our original Certificate of Incorporation both an
extraneous provision and a provision that allows us to restrict stockholder inspection
rights. The Amended and Restated Certificate of Incorporation will also integrate into a single
amended and restated certificate our original Certificate of Incorporation, those amendments to our
Certificate of Incorporation that have previously been filed with Secretary of State of the State
of Delaware and the proposed amendments to our Certificate of Incorporation.
6
Overall, we believe that the Amendment, including the authorization of additional share
capital and the reverse stock split, will enhance our ability to effect a merger or other business
combination with an operating company. We cannot assure you, however, that this Amendment will
result in our effecting a merger or other business combination or otherwise make our Company more
attractive to acquisition candidates or potential investors.
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
We are required to file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the SECs public reference
rooms at 100 F Street, N.E, Washington, D.C. 20549. You may also obtain copies of the documents at
prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room
1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on the
operation of the public reference rooms. Copies of our SEC filings are also available to the public
from the SECs web site at www.sec.gov.
7
ANNEX A
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CLICKNSETTLE.COM, INC.
clickNsettle.com, Inc., a corporation organized and existing under the laws of the State of
Delaware, hereby certifies as follows:
1. The name of the corporation is clickNsettle.com, Inc. The date of the filing of its
original certificate of incorporation with the Secretary of State was January 12, 1994.
2. This Amended and Restated Certificate of Incorporation restates the Certificate of
Incorporation and amends the Certificate of Incorporation by (i) increasing the number of
authorized shares of the capital stock of the corporation and (ii) effecting a one for ten reverse
stock split of the outstanding shares of capital stock of the corporation.
3. The text of the Certificate of Incorporation is hereby amended and restated to read in full
as follows:
FIRST: The name of the Corporation is clickNsettle.com, Inc.
SECOND: The address of its registered office in the State of Delaware is 1209 Orange Street,
in the City of Wilmington, County of New Castle. The name of the registered agent at such
address is The Corporation Trust Company.
THIRD: The nature of the business and the objects and purposes proposed to be transacted,
promoted and carried on are to do any or all things herein mentioned, as fully and to the
same extent as natural persons might or could do, and in any part of the world, viz:
The purpose of the Corporation is to engage in any lawful act or activity for which
a corporation may be organized under the General Corporation Law of Delaware.
FOURTH: The aggregate number of shares of all classes of capital stock which the Corporation
shall have authority to issue is 800,000,000, of which 50,000,000 shall be preferred stock,
par value $0.001 per share, and 750,000,000 shall be common stock, par value $0.001 per
share.
A. Preferred Stock
1. The preferred stock of the Corporation may be issued from time to time in
one or more series of any number of shares, provided that the aggregate number of shares issued and not cancelled in any and all such series shall not exceed the
total number of shares of preferred stock hereinabove authorized.
2. Subject to the provisions hereof and the limitations prescribed by law or
any regulation of any national securities exchange, the Board of Directors is
expressly authorized by adopting resolutions to issue the shares, fix the number of shares, and change the number of shares constituting any series of preferred stock
of the Corporation, and to provide for or change the voting powers, designations,
preferences and relative, participating, optional or other special rights,
qualifications, limitations or restrictions thereof, including dividend rights,
dividend rates, rights and terms of redemption (including sinking fund provisions),
redemption price or prices, conversion rights and liquidation preferences of the shares constituting any series of preferred stock of the Corporation, without any
further action or vote by the stockholders.
B. Common Stock. The holders of record of the common stock of the Corporation (the
Common Stock) shall be entitled to the following rights:
1. to vote at all meetings of stockholders of the Corporation, and such holders
shall have one vote at all such meetings in respect of each share of Common Stock
held of record by them;
2. subject to the prior rights of the holders of all classes or series of
capital stock of the Corporation at the time outstanding having prior rights as to
dividends, to receive when, if and as declared by the Board of Directors out of the
assets of the Corporation legally available therefor, such dividends as may be
declared by the Corporation from time to time to holders of Common Stock; and
3. subject to the prior rights of the holders of all classes or series of
capital stock of the Corporation at the time outstanding having prior rights as to
distribution of assets upon liquidation, dissolution or winding-up, to receive the
remaining assets of the Corporation upon liquidation, dissolution or winding-up.
C. Reverse Stock Split. Upon the filing in the office of the Secretary of State of
Delaware of a Certificate of Amendment whereby this Article Fourth is being amended
to add this paragraph, each previously outstanding share of Common Stock, par value
$0.001 per share, of the Corporation shall thereby and thereupon be reclassified
into 0.10 of a validly issued, fully paid and nonassessable share of common stock,
par value $0.001 per share, of the Corporation.
FIFTH: The Directors shall have power to make and to alter or amend the By-Laws; to fix the
amount to be reserved as working capital, and to authorize and cause to be executed,
mortgages and liens without limit as to the amount, upon the property and franchise of this
Corporation.
With the consent in writing, and pursuant to a vote of the holders of a majority of the
capital stock issued and outstanding, the Directors shall have authority to dispose, in any
manner, of the whole property of this Corporation.
The stockholders and directors shall have power to hold their meetings and keep the
books, documents and papers of the Corporation outside of the State of Delaware, at such
places as may be, from time to time, designated by the By-Laws or by resolution of the
stockholders or directors, except as otherwise required by the laws of Delaware.
SIXTH: No person shall be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided, however, that the
foregoing shall not eliminate or limit the liability of a director (1) for any breach of the
directors duty of loyalty to the Corporation or its stockholders, (2) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation of law, (3)
under Section 174 of the General Corporation Law of the State of Delaware or (4) for any
transaction from which the director derived an improper personal benefit. If the General
Corporation Law of the State of Delaware is amended hereafter to authorize corporate action
further eliminating or limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest extent permitted
by the General Corporation Law of the State of Delaware, as so amended. Any amendment,
repeal or modification of this Article Sixth shall not adversely affect any right or
protection of a director of the Corporation existing hereunder with respect to any act or
omission occurring prior to such amendment, repeal or modification.
Each person who is or was a director or officer of the Corporation, and each such
person who is or was serving at the request of the Corporation as a director or officer of
another corporation, or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans maintained or sponsored by the
Corporation (including the heirs, executors, administrators and estate of such person) shall
be indemnified and advanced expenses by the Corporation to the fullest extent
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permitted from time to time by the General Corporation Law of the State of Delaware or
any other applicable laws as presently or hereafter in effect. The Corporation may, to the
extent authorized in the By-Laws of the Corporation or from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses to any
employee or agent of the Corporation or any other person to the fullest extent of the
provisions of this Article with respect to the indemnification and advancement of expenses
of directors and officers of the Corporation. Without limiting the generality or the effect
of the foregoing, the Corporation may enter into one or more agreements with any person
which provide for indemnification greater or different than that provided in this Article
Sixth. Any amendment, repeal or modification of this Article Sixth shall not adversely
affect any right or protection existing hereunder or pursuant hereto immediately prior to
such amendment, repeal, or modification.
4. This Amended and Restated Certificate of Incorporation was duly adopted by the Board of
Directors in accordance with Section 245 of the General Corporation Law of the State of Delaware
and by the written consent of the stockholders in accordance with the applicable provisions of
Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware and written
notice of the adoption of this Amended and Restated Certificate of Incorporation has been given as
provided by Section 228 of the General Corporation Law of the State of Delaware to every
stockholder entitled to such notice.
[Signatures follow on next page]
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IN WITNESS WHEREOF, clickNsettle.com, Inc. has caused this Certificate to be signed by Glenn
L. Halpryn, its President, and Noah M. Silver, its Secretary this ___day of __________________, 2008.
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clickNsettle.com, Inc.
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By: |
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Glenn L. Halpryn, |
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Chief Executive Officer and President |
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Attest:
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By: |
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Noah M. Silver, |
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Secretary |
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