UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 4, 2007 ---------- UNIVERSITY GIRLS CALENDAR, LTD. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE 333-131087 -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1881 BRUNSWICK STREET SUITE 311 HALIFAX, NOVA SCOTIA B3J-3L8 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (902) 489-4029 N/A -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Prior to January 2, 2007, the Registrant's business plan was focused on designing, publishing and distributing calendars (the "Prior Business Plan"). On or about January 2, 2007, the Registrant was presented with a business opportunity by the management of a private Delaware corporation (the "Target") that, upon evaluation, proved more interesting than the Prior Business Plan. As a result, the Registrant's management suspended its efforts in relation to the Prior Business Plan and entered into negotiations with the Target. After conducting its due diligence and concluding negotiations it was determined that a reverse acquisition of the Target was less speculative and contained greater benefits for the Registrant than the Prior Business Plan. In order to pursue this new business opportunity, the Registrant terminated its Prior Business Plan and entered into negotiations for an Agreement of Merger and Plan of Reorganization with the Target. In contemplation of a possible transaction with the Target, on January 4, 2007 the Registrant's predecessor, University Girls Calendar, Ltd., a Nevada corporation ("UGC-NV"), and University Girls Calendar, Ltd., a Delaware corporation and wholly-owned subsidiary of UGC-NV ("UGC-DE"), entered into an Agreement and Plan of Merger. On January 4, 2007, UGC-NV merged with and into UGC-DE, so that UGC-NV and UGC-DE became a single corporation named University Girls Calendar, Ltd. (the "Surviving Corporation"), which exists under, and is governed by, the laws of the State of Delaware (the "Merger"). As a result of the Merger, all of the assets, property, rights, privileges, powers and franchises of UGC-NV became vested in, held and enjoyed by the Surviving Corporation and the Surviving Corporation assumed all of the obligations of UGC-NV. ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. On January 3, 2007, the Registrant sold its entire interest in its wholly-owned operating subsidiary, University Girls Calendar, Ltd., a Nova Scotia corporation, to the Registrant's president, Paul Pedersen. ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS. Upon the effectiveness and as a result of the Merger, the Certificate of Incorporation and By-laws of UGC-DE became the Certificate of Incorporation and By-laws of the Surviving Corporation. In addition, each share of common stock, par value $0.001 per share, of UGC-NV that was issued and outstanding immediately prior to the Merger was converted into 1.310344828 issued and outstanding shares of common stock, par value $0.001 per share, of the Surviving Corporation ("Common Stock"), so that the holders of all of the issued and outstanding shares of common stock of UGC-NV immediately prior to the Merger are the holders of Common Stock of the Surviving Corporation. All shares of UGC-DE owned by UGC-NV immediately prior to the Merger were surrendered to the Surviving Corporation and cancelled. 2 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit No. Exhibits ----------- -------- 2.1 Agreement and Plan of Merger, dated January 3, 2007, between University Girls Calendar, Ltd.., a Nevada corporation, and University Girls Calendar, Ltd., a Delaware corporation 2.2 Certificate of Ownership and Merger merging University Girls Calendar, Ltd., a Nevada corporation, with and into University Girls Calendar, Ltd., a Delaware corporation 2.3 Articles of Merger merging University Girls Calendar, Ltd., a Nevada corporation, with and into University Girls Calendar, Ltd., a Delaware corporation 2.4 Stock Purchase Agreement, dated January 3, 2007, by and between Paul Pedersen and University Girls Calendar, Ltd., a Delaware corporation 3.1 Certificate of Incorporation of University Girls Calendar, Ltd., a Delaware corporation 3.2 By-laws of University Girls Calendar, Ltd., a Delaware corporation 3SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. University Girls Calendar, Ltd. Dated: January 4, 2007 By: /s/ Paul Pedersen ------------------------------------ Name: Paul Pedersen Title: President 4
AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of January 3, 2007 (the "Agreement"), between University Girls Calendar, Ltd., a Nevada corporation (the "Corporation"), and University Girls Calendar, Ltd., a Delaware corporation (the "Subsidiary"). WITNESSETH: WHEREAS, the Subsidiary desires to acquire all the assets, and to assume all of the liabilities and obligations, of the Corporation by means of a merger of the Corporation with and into the Subsidiary, with the Subsidiary being the surviving corporation (the "Merger"); WHEREAS, the Subsidiary is a wholly-owned subsidiary of the Corporation; WHEREAS, Section 92A.200 of the Nevada Revised Statutes ("Nevada Law") and Section 253(c) of the Delaware General Corporation Law (the "DGCL"), authorize the merger of a Nevada corporation into a Delaware corporation; WHEREAS, the Subsidiary shall be the surviving entity (the "Surviving Corporation") and continue its existence as a Delaware corporation; and WHEREAS, the stockholders and Board of Directors of the Corporation and the Subsidiary have approved this Agreement and the consummation of the Merger. NOW THEREFORE, the parties hereto hereby agree as follows: ARTICLE I THE MERGER SECTION 1.01. The Merger. (a) At the Effective Time (as defined below), the Corporation shall be merged, the separate existence of the Corporation shall cease and the Surviving Corporation shall be the surviving entity and continue its existence as a Delaware corporation. (b) The Merger shall become effective on the date that a Certificate of Ownership and Merger with respect to the Merger, substantially in the form attached hereto as Exhibit A, is accepted for filing by the Office of the Secretary of State of Delaware (the "Effective Time") and all other filings or recordings required by the Nevada Revised Statutes and the Delaware General Corporation Law in connection with the Merger are made. SECTION 1.02. Merger Consideration. At the Effective Time, each share of common stock, par value $0.001 per share of the Corporation which shall be issued and outstanding immediately prior to the Effective Time shall be converted into 1.310344828 issued and outstanding shares of common stock, par value $0.001 per share of the Surviving Corporation, and from and after the Effective Time, the holders of all said issued and outstanding shares of stock of the Corporation shall automatically become holders of shares of the Surviving Corporation, whether or not certificates representing said shares are then issued and delivered. ARTICLE II THE SURVIVING CORPORATION SECTION 2.01. Bylaws; Certificate of Incorporation. The certificate of incorporation of the Subsidiary, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation unless and until thereafter amended in accordance with its terms and applicable law. The By-laws of the Subsidiary as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation unless and until thereafter amended in accordance with applicable law. At the Effective Time the name of the Surviving Corporation shall be University Girls Calendar, Ltd. ARTICLE III TRANSFER AND CONVEYANCE OF ASSETS AND ASSUMPTION OF LIABILITIES SECTION 3.01. Transfer, Conveyance and Assumption. At the Effective Time, the Subsidiary shall continue in existence as the Surviving Corporation, and without further transfer, succeed to and possess all of the rights, privileges and powers of the Corporation, and all of the assets and property of whatever kind and character of the Corporation shall vest in the Surviving Corporation without further act or deed; thereafter, the Surviving Corporation, shall be liable for all of the liabilities and obligations of the Corporation, and any claim or judgment against the Corporation may be enforced against the Surviving Corporation in accordance with Section 92A.200 of the Nevada Law and Section 253(c) of the DGCL. SECTION 3.02. Further Assurances. If at any time the Subsidiary shall consider or be advised that any further assignment, conveyance or assurance is necessary or advisable to vest, perfect or confirm of record in the Surviving Corporation the title to any property or right of the Corporation, or otherwise to carry out the provisions hereof, the proper representatives of the Corporation as of the Effective Time shall execute and deliver any and all proper deeds, assignments, and assurances and do all things necessary or proper to vest, perfect or convey title to such property or right in the Surviving Corporation, and otherwise to carry out the provisions hereof. ARTICLE IV MISCELLANEOUS SECTION 4.01. Authorized Person. Paul Pedersen, the President, Treasurer and Secretary of the Corporation, shall be authorized, at such time in his sole discretion as he deems appropriate to execute, acknowledge, verify, deliver, file and record, for and in the name of the Corporation any and all documents and instruments including, without limitation, the certificate of incorporation of the Surviving Corporation and the Certificate of Merger, and shall do and perform any and all acts required by applicable law which the Surviving Corporation deems necessary or advisable, in order to effectuate the Merger. SECTION 4.02. Survival of Representations and Warranties. The representations and warranties and agreements contained in any certificate or other writing delivered pursuant hereto shall not survive the Effective Time or the termination of this Agreement. SECTION 4.03. Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed by the Corporation and the Subsidiary. (b) No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. SECTION 4.04. Integration. All prior or contemporaneous agreements, contracts, promises, representations, and statements, if any, between the Subsidiary and the Corporation, or their representatives, are merged into this Agreement, and this Agreement shall constitute the entire understanding between the Subsidiary and the Corporation with respect to the subject matter hereof. SECTION 4.05. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto. SECTION 4.06. Governing Law. This Agreement shall be construed in accordance with and governed by the internal laws of the State of Delaware, without reference to principles of conflicts of law. SECTION 4.07. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received the counterpart hereof signed by the other party hereto. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the undersigned have executed this instrument as of the 3rd day of January 2007. UNIVERSITY GIRLS CALENDAR, LTD. a Nevada corporation By: /s/ Paul Pedersen ------------------------------------ Name: Paul Pedersen Title: President UNIVERSITY GIRLS CALENDAR, LTD. a Delaware corporation By: /s/ Paul Pedersen ------------------------------------ Name: Paul Pedersen Title: President
STATE OF DELAWARE CERTIFICATE OF OWNERSHIP AND MERGER Section 253C Parent into Subsidiary CERTIFICATE OF OWNERSHIP AND MERGER MERGING UNIVERSITY GIRLS CALENDAR, LTD., a Nevada Corporation INTO UNIVERSITY GIRLS CALENDAR, LTD., a Delaware Corporation University Girls Calendar, Ltd., a corporation organized and existing under the laws of the State of Nevada, DOES HEREBY CERTIFY: FIRST: That it was organized pursuant to the provisions of the General Corporation Law of the State of Nevada, on the 2nd day of June 2005. SECOND: That it owns 100% of the outstanding shares of the capital stock of University Girls Calendar, Ltd., a corporation organized pursuant to the provisions of the General Corporation Law of the State of Delaware on the 3rd day of January 2007. THIRD: That its Board of Directors, by Unanimous Written Consent dated the 3rd day of January 2007, determined to merge the corporation into said University Girls Calendar, Ltd. (Nevada), and did adopt the following resolutions: RESOLVED, that this corporation, University Girls Calendar, Ltd. (Nevada), merges itself into University Girls Calendar, Ltd. (Delaware), which corporation assumes all of the obligations of University Girls Calendar, Ltd. (Nevada). FURTHER RESOLVED, that the terms and conditions of the merger are as follows: Upon completion of the merger, the holders of the common stock of University Girls Calendar, Ltd. (Nevada) shall receive 1.310344828 shares of the common stock of University Girls Calendar, Ltd. (Delaware) in exchange for each share of common stock of University Girls Calendar, Ltd. (Nevada) and shall have no further claims of any kind or nature; and all of the common stock of University Girls Calendar, Ltd. (Delaware) held by University Girls Calendar, Ltd. (Nevada) shall be surrendered and canceled. FOURTH: That this merger has been approved by the holders of at least a majority of the outstanding shares of stock of this corporation, University Girls Calendar, Ltd. (Nevada), by written consent in lieu of a meeting of the stockholders. FIFTH: That the name of the surviving corporation shall be University Girls Calendar, Ltd. IN WITNESS WHEREOF, said parent corporation has caused this Certificate to be signed by an authorized officer this 3rd day of January 2007. By: /s/ Paul Pedersen ------------------------------------- Authorized Officer Name: Paul Pedersen -------------- Print or Type Title: President, Secretary and Treasurer ----------------------------------
[GRAPHIC OMITTED] DEAN HELLER SECRETARY OF STATE 204 NORTH CARSON STREET, SUITE 1 CARSON CITY, NEVADA 89701-4299 (775) 684 5708 WEBSITE: secretaryofstate.biz ------------------------- ARTICLES OF MERGER (PURSUANT TO NRS 92A.200) PAGE 1 ------------------------- ABOVE SPACE IS FOR OFFICE USE ONLY (Pursuant to Nevada Revised Statutes Chapter 92A) (excluding 92A.200(4b)) 1) NAME AND JURISDICTION OF ORGANIZATION OF EACH CONSTITUENT ENTITY (NRS 92A.200). IF THERE ARE MORE THAN FOUR MERGING ENTITIES, CHECK BOX [_] AND ATTACH AN 81/2" X 11" BLANK SHEET CONTAINING THE REQUIRED INFORMATION FOR EACH ADDITIONAL ENTITY. University Girls Calendar, Ltd. -------------------------------------------------------------------------------- NAME OF MERGING ENTITY Nevada Corporation --------------------------------------- -------------------------------------- Jurisdiction Entity type * -------------------------------------------------------------------------------- NAME OF MERGING ENTITY --------------------------------------- -------------------------------------- Jurisdiction Entity type * -------------------------------------------------------------------------------- NAME OF MERGING ENTITY --------------------------------------- -------------------------------------- Jurisdiction Entity type * -------------------------------------------------------------------------------- NAME OF MERGING ENTITY --------------------------------------- -------------------------------------- Jurisdiction Entity type * and, University Girls Calendar, Ltd. -------------------------------------------------------------------------------- NAME OF SURVIVING ENTITY Delaware Corporation --------------------------------------- -------------------------------------- Jurisdiction Entity type * * Corporation, non-profit corporation, limited partnership, limited-liability company or business trust. Filing Fee: $350.00THIS FORM MUST BE ACCOMPANIED BY APPROPRIATE FEES. Nevada Secretary of State AM Merger 2003 Revised on: 10/03/05 ARTICLES OF MERGER (PURSUANT TO NRS 92A.200) PAGE 2 ------------------------- ABOVE SPACE IS FOR OFFICE USE ONLY 2) FORWARDING ADDRESS WHERE COPIES OF PROCESS MAY BE SENT BY THE SECRETARY OF STATE OF NEVADA (IF A FOREIGN ENTITY IS THE SURVIVOR IN THE MERGER - NRS 92A.1 90): Attn: Kyleen Cane, Esq. c/o: Cane Clark LLP 3273 East Warm Springs Road Las Vegas, NV 89120 3) (CHOOSE ONE) [X] THE UNDERSIGNED DECLARES THAT A PLAN OF MERGER HAS BEEN ADOPTED BY EACH CONSTITUENT ENTITY (NRS 92A.200). [_] THE UNDERSIGNED DECLARES THAT A PLAN OF MERGER HAS BEEN ADOPTED BY THE PARENT DOMESTIC ENTITY (NRS 92A.180) 4) OWNER'S APPROVAL (NRS 92A.200)(OPTIONS A, B, OR C MUST BE USED, AS APPLICABLE, FOR EACH ENTITY) (IF THERE ARE MORE THAN FOUR MERGING ENTITIES, CHECK BOX [_] AND ATTACH AN 8 1/2" X 11" BLANK SHEET CONTAINING THE REQUIRED INFORMATION FOR EACH ADDITIONAL ENTITY): (A) OWNER'S APPROVAL WAS NOT REQUIRED FROM ---------------------------------------------------------------------- NAME OF MERGING ENTITY, IF APPLICABLE ---------------------------------------------------------------------- NAME OF MERGING ENTITY, IF APPLICABLE ---------------------------------------------------------------------- NAME OF MERGING ENTITY, IF APPLICABLE ---------------------------------------------------------------------- NAME OF MERGING ENTITY, IF APPLICABLE AND, OR; ---------------------------------------------------------------------- NAME OF SURVIVING ENTITY, IF APPLICABLE[GRAPHIC OMITTED] DEAN HELLER SECRETARY OF STATE 204 NORTH CARSON STREET, SUITE 1 CARSON CITY, NEVADA 89701-4299 (775) 684 5708 WEBSITE: secretaryofstate.biz ------------------------- THIS FORM MUST BE ACCOMPANIED BY APPROPRIATE FEES. Nevada Secretary of State AM Merger 2003 Revised on: 10/03/05 ARTICLES OF MERGER (PURSUANT TO NRS 92A.200) PAGE 3 ------------------------- ABOVE SPACE IS FOR OFFICE USE ONLY (b) The plan was approved by the required consent of the owners of *: University Girls Calendar, Ltd. ---------------------------------------------------------------------- Name of merging entity, if applicable ---------------------------------------------------------------------- Name of merging entity, if applicable ---------------------------------------------------------------------- Name of merging entity, if applicable ---------------------------------------------------------------------- Name of merging entity, if applicable and, or; University Girls Calendar, Ltd. ---------------------------------------------------------------------- Name of surviving entity, if applicable * Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.[GRAPHIC OMITTED] DEAN HELLER SECRETARY OF STATE 204 NORTH CARSON STREET, SUITE 1 CARSON CITY, NEVADA 89701-4299 (775) 684 5708 WEBSITE: secretaryofstate.biz ------------------------- THIS FORM MUST BE ACCOMPANIED BY APPROPRIATE FEES. Nevada Secretary of State AM Merger 2003 Revised on: 10/03/05 ARTICLES OF MERGER (PURSUANT TO NRS 92A.200) PAGE 4 ------------------------- ABOVE SPACE IS FOR OFFICE USE ONLY (c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160): The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. ---------------------------------------------------------------------- NAME OF MERGING ENTITY, IF APPLICABLE ---------------------------------------------------------------------- NAME OF MERGING ENTITY, IF APPLICABLE ---------------------------------------------------------------------- NAME OF MERGING ENTITY, IF APPLICABLE ---------------------------------------------------------------------- NAME OF MERGING ENTITY, IF APPLICABLE and, or; ---------------------------------------------------------------------- NAME OF SURVIVING ENTITY, IF APPLICABLE[GRAPHIC OMITTED] DEAN HELLER SECRETARY OF STATE 204 NORTH CARSON STREET, SUITE 1 CARSON CITY, NEVADA 89701-4299 (775) 684 5708 WEBSITE: secretaryofstate.biz ------------------------- THIS FORM MUST BE ACCOMPANIED BY APPROPRIATE FEES. Nevada Secretary of State AM Merger 2003 Revised on: 10/03/05 ARTICLES OF MERGER (PURSUANT TO NRS 92A.200) PAGE 5 ------------------------- ABOVE SPACE IS FOR OFFICE USE ONLY 5) AMENDMENTS, IF ANY, TO THE ARTICLES OR CERTIFICATE OF THE SURVIVING ENTITY. PROVIDE ARTICLE NUMBERS, IF AVAILABLE. (NRS 92A.200)*: Not Applicable. 6) LOCATION OF PLAN OF MERGER (CHECK a OR b): [_] (a) The entire plan of merger is attached; or, [X] (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200). 7) EFFECTIVE DATE (OPTIONAL)": ----------------------------- * Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them "Restated" or "Amended and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed. ** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).[GRAPHIC OMITTED] DEAN HELLER SECRETARY OF STATE 204 NORTH CARSON STREET, SUITE 1 CARSON CITY, NEVADA 89701-4299 (775) 684 5708 WEBSITE: secretaryofstate.biz ------------------------- THIS FORM MUST BE ACCOMPANIED BY APPROPRIATE FEES. Nevada Secretary of State AM Merger 2003 Revised on: 10/03/05 ARTICLES OF MERGER (PURSUANT TO NRS 92A.200) PAGE 6 ------------------------- ABOVE SPACE IS FOR OFFICE USE ONLY 8) SIGNATURES - MUST BE SIGNED BY: AN OFFICER OF EACH NEVADA CORPORATION; ALL GENERAL PARTNERS OF EACH NEVADA LIMITED PARTNERSHIP; ALL GENERAL PARTNERS OF EACH NEVADA LIMITED PARTNERSHIP; A MANAGER OF EACH NEVADA LIMITED-LIABILITY COMPANY WITH MANAGERS OR ALL THE MEMBERS IF THERE ARE NO MANAGERS; A TRUSTEE OF EACH NEVADA BUSINESS TRUST (NRS 92A.230)* (IF THERE ARE MORE THAN FOUR MERGING ENTITIES, CHECK BOX [_] AND ATTACH AN 8 %" X 1 1 " BLANK SHEET CONTAINING THE REQUIRED INFORMATION FOR EACH ADDITIONAL ENTITY.):[GRAPHIC OMITTED] DEAN HELLER SECRETARY OF STATE 204 NORTH CARSON STREET, SUITE 1 CARSON CITY, NEVADA 89701-4299 (775) 684 5708 WEBSITE: secretaryofstate.biz ------------------------- University Girls Calendar, Ltd. ------------------------------------------------------------------------------------- NAME OF MERGING ENTITY President, Treasurer and Secretary 01/03/2007 ----------------------------------- ---------------------------------- ---------- SIGNATURE TITLE DATE ------------------------------------------------------------------------------------- NAME OF MERGING ENTITY ----------------------------------- ---------------------------------- ---------- SIGNATURE TITLE DATE ------------------------------------------------------------------------------------- NAME OF MERGING ENTITY ----------------------------------- ---------------------------------- ---------- SIGNATURE TITLE DATE ------------------------------------------------------------------------------------- NAME OF MERGING ENTITY ----------------------------------- ---------------------------------- ---------- SIGNATURE TITLE DATE University Girls Calendar, Ltd. ------------------------------------------------------------------------------------- NAME OF SURVIVING ENTITY President, Treasurer and Secretary 01/03/2007 ----------------------------------- ---------------------------------- ---------- SIGNATURE TITLE DATE * The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed. IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected. THIS FORM MUST BE ACCOMPANIED BY APPROPRIATE FEES. Nevada Secretary of State AM Merger 2003 Revised on: 10/03/05
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of January 3, 2007, is made by and between University Girls Calendar, Ltd., a Delaware corporation ("Seller") and Paul Pedersen, an individual ("Buyer"). RECITALS A. Seller owns ten (10) common shares (the "Common Shares") of University Girls Calendar, Ltd., a Nova Scotia company (the "Company"), which shares constitute, as of the date hereof, all of the issued and outstanding capital stock of the Company. B. Buyer owns a controlling interest in Seller, and Buyer has agreed to transfer such interest back to Seller for immediate cancellation (the "Voluntary Redemption"). C. In connection with the Voluntary Redemption, Buyer wishes to acquire from Seller, and Seller wishes to transfer to Buyer, the Common Shares, upon the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows: 1. Transfer of the Common Shares. As partial consideration for Buyer's concurrent transfer of Buyer's entire interest in Seller to Seller for immediate cancellation, Seller hereby sells, assigns, transfers and delivers to Buyer all of the Common Shares. 2. Representations and Warranties of Seller and the Company. Seller represents and warrants to Buyer as of the date hereof as follows: (a) Corporate Authorization; Enforceability. The execution, delivery and performance by Seller of this Agreement is within the corporate powers and has been, duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors' rights generally and by general equitable principles. (b) Governmental Authorization. The execution, delivery and performance by Seller of this Agreement requires no consent, approval, Order, authorization or action by or in respect of, or filing with, any Governmental Authority. (c) Non-Contravention; Consents. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby do not (i) violate the certificate of incorporation or bylaws of Seller or (ii) violate any applicable Law or Order. (d) Capitalization. As of the date hereof, Seller owns 10 Common Shares, which shares represent 100% of the authorized, issued and outstanding capital stock of the Company. The Common Shares to be acquired by Buyer will be duly authorized, validly issued, fully-paid, non-assessable and free and clear of any Liens. 3. Representations and Warranties of Buyer. Buyer represents and warrants to Seller as of the date hereof as follows: (a) Enforceability. The execution, delivery and performance by Buyer of this Agreement are within Buyer's powers. This Agreement has been duly executed and delivered by Buyer and constitutes the valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. (b) Governmental Authorization. The execution, delivery and performance by Buyer of this Agreement require no consent, approval, Order, authorization or action by or in respect of, or filing with, any Governmental Authority. (c) Non-Contravention; Consents. The execution, delivery and performance by Buyer of this Agreement, and the consummation of the transactions contemplated hereby do not violate any applicable Law or Order. 4. Indemnification and Release. (a) Indemnification. Seller shall be indemnified and held harmless by Buyer, to the full extent permitted by law, against any and all liabilities and assessments arising out of or related to any threatened, pending or completed action, suit, proceeding, inquiry or investigation, whether civil, criminal, administrative, or other (each being hereinafter referred to as an "Action"), including, but not limited to, judgments, fines, penalties and amounts paid in settlement (whether with or without court approval), and any interest, assessments, excise taxes or other charges paid or payable in connection with or in respect of any of the foregoing (each such liability and assessment being hereinafter referred to as a "Liability"), incurred by Seller and arising out of Seller having ever owned the Common Shares, or by reason of anything done or not done by Seller in connection with the Company. (b) Indemnification Against Expense. Seller shall also be indemnified and held harmless by Buyer, to the full extent permitted by law, against any and all attorneys' fees and other costs, expenses and obligations, and any interest, assessments, excise taxes or other charges paid or payable in connection with or in respect of any of the foregoing (each such expense being hereinafter referred to as an "Expense") arising out of or relating to any Action, including expenses incurred by Seller: (i) in connection with investigating, defending, being a witness or participating in, or preparing to defend, be a witness or participate in, any Action or any appeal of an Action; or (ii) in connection with any claim asserted or action brought by Seller for (i) payment or indemnification of Liabilities or Expenses or advance payment of Expenses by Buyer under this Agreement, or pursuant to any other agreement. -2- (c) Release. Buyer, on behalf of himself and his Related Parties (as defined below), hereby releases and forever discharges Seller and its individual, joint or mutual, past and present representatives, Affiliates, officers, directors, agents, attorneys, stockholders, controlling persons, subsidiaries, successors and assigns (individually, a "Releasee" and collectively, "Releasees") from any and all claims, demands, proceedings, causes of action, orders, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which the Stockholder or any of his Related Parties now have or have ever had against Releasees. Buyer hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter released hereby. "Related Parties" shall mean, with respect to Buyer, (i) any Person that directly or indirectly controls, is directly or indirectly controlled by, or is directly or indirectly under common control with Buyer, (ii) any Person in which Buyer holds a Material Interest or (iii) any Person with respect to which Buyer serves as a general partner or a trustee (or in a similar capacity). For purposes of this definition, "Material Interest" shall mean direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securties Exchange Act of 1934, as amended) of voting securities or other voting interests representing at least ten percent (10%) of the outstanding voting power of a Person or equity securities or other equity interests representing at least ten percent (10%) of the outstanding equity securities or equity interests in a Person. 5. Definitions. As used in this Agreement: (a) "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with the first Person. For the purposes of this definition, "Control," when used with respect to any Person, means the possession, directly or indirectly, of the power to (i) vote 10% or more of the securities having ordinary voting power for the election of directors (or comparable positions) of such Person or (ii) direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms "Controlling" and "Controlled" have meanings correlative to the foregoing. (b) "Contracts" means any contracts (whether written or oral), commitments, leases of personal property, purchase orders, contracts to purchase raw materials, contracts for services and supplies, contracts to supply or sell products and all of the other agreements (whether written or oral); (c) "Governmental Authority" means any domestic or foreign governmental or regulatory authority; (d) "Law" means any federal, state or local statute, law, rule, regulation, ordinance, code, Permit, license, policy or rule of common law; (e) "Lien" means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such property or asset. For the purposes of this Agreement, a Person will be deemed to own, subject to a Lien, any property or asset which it has acquired or holds subject to the interest of a -3- vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property or asset; (f) "Order" means any judgment, injunction, judicial or administrative order or decree; (g) "Permit" means any government or regulatory license, authorization, permit, franchise, consent or approval; and (h) "Person" means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. 5. Miscellaneous. (a) Counterparts. This Agreement may be signed in any number of counterparts, each of which will be deemed an original but all of which together shall constitute one and the same instrument. (b) Amendments and Waivers. (i) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective. (ii) No failure or delay by any party in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided will be cumulative and not exclusive of any rights or remedies provided by Law. (c) Successors and Assigns. The provisions of this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer (including by operation of Law) any of its rights or obligations under this Agreement without the consent of each other party hereto. Notwithstanding the foregoing, Buyer may assign its rights and delegate its obligations under the Agreement to an Affiliate of Buyer without the consent of any other party hereto. Any assignment in violation of this subsection will be void ab initio. (d) No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns and nothing herein expressed or implied will give or be construed to give to any Person, other than the parties hereto and such permitted successors and assigns any legal or equitable rights hereunder. (e) Governing Law. This Agreement will be governed by, and construed in accordance with, the internal substantive law of the State of New York. -4- (f) Jurisdiction. Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any court of competent jurisdiction in the Borough of Manhattan, New York and the United States District Court for the Southern District of New York (assuming that such court otherwise has jurisdiction) and each of the parties hereby consents to the non-exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. (g) Headings. The headings in this Agreement are for convenience of reference only and will not control or affect the meaning or construction of any provisions hereof. (h) Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Agreement. This Agreement supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof of this Agreement. (i) Severability. If any provision of this Agreement or the application of any such provision to any Person or circumstance is held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remainder of the provisions of this Agreement (or the application of such provision in other jurisdictions or to Persons or circumstances other than those to which it was held invalid, illegal or unenforceable) will in no way be affected, impaired or invalidated, and to the extent permitted by applicable Law, any such provision will be restricted in applicability or reformed to the minimum extent required for such provision to be enforceable. This provision will be interpreted and enforced to give effect to the original written intent of the parties prior to the determination of such invalidity or unenforceability. [Signature Page Follows] -5- [SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered effective as of the date first above written. UNIVERSITY GIRLS CALENDAR, LTD. By: /s/ Paul Pedersen ------------------------------------ Name: Paul Pedersen Title: President /s/ Paul Pedersen ---------------------------------------- Paul Pedersen
CERTIFICATE OF INCORPORATION OF UNIVERSITY GIRLS CALENDAR, LTD. ------------------------------------------------------- The undersigned, being the sole incorporator herein named for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does hereby certify that: FIRST: The name of this Corporation is University Girls Calendar, Ltd. SECOND: The address, including street, number, city and county, of the registered office of the Corporation in the State of Delaware is 615 South DuPont Highway, Dover, Delaware 19901, County of Kent; and the name of the registered agent of the Corporation in the State of Delaware at such address is National Corporate Research, Ltd. THIRD: The nature of the business and of the purposes to be conducted and promoted by the Corporation is to conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: A. Classes and Numbers of Shares. The total number of shares of stock that the Corporation shall have authority to issue is seventy-five million (75,000,000). The Classes and aggregate number of shares of each class which the Corporation shall have authority to issue are as follows: 1. Seventy million (70,000,000) shares of Common Stock, par value $0.001 per share (the "Common Stock"); and 2. Five million (5,000,000) shares of Preferred Stock, par value $0.001 per share (the "Preferred Stock"); and B. Blank Check Powers. The Corporation may issue any class of the Preferred Stock in any series. The Board of Directors shall have authority to establish and designate series, and to fix the number of shares included in each such series and the variations in the relative rights, preferences and limitations as between series, provided that, if the stated dividends and amounts payable on liquidation are not paid in full, the shares of all series of the same class shall share ratably in the payment of dividends including accumulations, if any, in accordance with the sums which would be payable on such shares if all dividends were declared and paid in full, and in any distribution of assets other than by way of dividends in accordance with the sums which would be payable on such distribution if all sums payable were discharged in full. Shares of each such series when issued shall be designated to distinguish the shares of each series from shares of all other series. -1- FIFTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders, of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders, of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation. SIXTH: The original By-Laws of the Corporation shall be adopted by the incorporator. Thereafter, the power to make, alter, or repeal the By-Laws, and to adopt any new By-Law, shall be vested in the Board of Directors. SEVENTH: To the fullest extent that the General Corporation Law of the State of Delaware, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of this Corporation shall be personally liable to this Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Notwithstanding the foregoing, a director shall be liable to the extent provided by applicable law: (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 any improper personal benefit. Neither the amendment or repeal of this Article, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article, shall adversely affect any right or protection of a director of the Corporation existing at the time of such amendment or repeal. EIGHTH: The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. The Corporation shall advance expenses to the fullest extent permitted by said section. Such right to indemnification and advancement of expenses shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The indemnification and advancement of expenses provided for herein shall not be deemed -2- exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise. IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of January 2007. /s/ Rick Werner ------------------------------ Rick Werner, Sole Incorporator Haynes and Boone, LLP 153 East 53rd Street Suite 4900 New York, New York 10022 -3-
BY-LAWS OF UNIVERSITY GIRLS CALENDAR, LTD. (Effective January 4, 2007) (A Delaware Corporation) ARTICLE I STOCKHOLDERS 1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation representing the number of shares owned by him in the corporation. If such certificate is countersigned by a transfer agent other than the corporation or its employee or by a registrar other than the corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares. The corporation may issue a new certificate of stock in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of any lost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate. 2. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be required to, issue fractions of a share. 3. STOCK TRANSFERS. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfer of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon. 4. RECORD DATE FOR STOCKHOLDERS. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date has been fixed by the board of directors, the record date for determining 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, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; providing, however, that the board of directors may fix a new record date for the adjourned meeting. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date has been fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto. 5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term "share" or "shares" or "share of stock" or "shares of stock" or "stockholder" or "stockholders" refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the Certificate of Incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the Certificate of Incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the Certificate of Incorporation, including any Preferred Stock which is denied voting rights under the provisions of the resolution or resolutions adopted by the Board of Directors with respect to the issuance thereof. 6. STOCKHOLDER MEETINGS. TIME. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors. A special meeting shall be held on the date and at the time fixed by the directors. PLACE. Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Delaware. CALL. Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting. NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given, stating the place, date, and hour of the meeting. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting), state such other action or actions as are known at the time of such notice. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. If any action is proposed to be taken which would, if taken, entitle stockholders to receive payment for their shares of stock, the notice shall include a statement of that purpose and to that effect. Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his address as it appears on the records of the corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States mail. If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice by him before or after the time stated therein. Attendance of a person at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice. STOCKHOLDER LIST. There shall be prepared and made, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of stockholders. CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting: the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice President, a chairman for the meeting chosen by the Board of Directors, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or, in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman for the meeting shall appoint a secretary of the meeting. PROXY REPRESENTATION. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. INSPECTORS AND JUDGES. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election or judges of the vote, as the case may be, to act at the meeting or any adjournment thereof. If an inspector or inspectors or judge or judges are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors or judges. In case any person who may be appointed as an inspector or judge fails to appear or act, the vacancy may be filled by appointment made by the person presiding thereat. Each inspector or judge, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector or judge at such meeting with strict impartiality and according to the best of his ability. The inspectors or judges, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors or judge or judges, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them. QUORUM. Except as the General Corporation Law or these By-Laws may otherwise provide, the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum at a meeting of stockholders for the transaction of any business. The stockholders present may adjourn the meeting despite the absence of a quorum. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders. VOTING. Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and of these By-Laws, or, with respect to the issuance of Preferred Stock, in accordance with the terms of a resolution or resolutions of the Board of Directors, shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder. In the election of directors, a plurality of the votes present at the meeting shall elect. Any other action shall be authorized by a majority of the votes cast except where the Certificate of Incorporation or the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power. Voting by ballot shall not be required for corporate action except as otherwise provided by the General Corporation Law. 7. STOCKHOLDER ACTION WITHOUT MEETINGS. Any action required to be taken, or any action which may be taken, at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding 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. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and shall be delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. 8. NOTICE OF STOCKHOLDER BUSINESS. At an annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (a) pursuant to the corporation's notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the corporation who is a stockholder of record at the time of giving of the notice provided for in this By-law, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this By-law. For business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph 1 of this By-law, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the meeting is changed by more than 30 days from such anniversary date, notice by the stockholder to be timely must be received no later than the close of business on the 10th day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made. A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the meeting (a) a brief description of the business desired to brought before the meeting, (b) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (c) the class and number of shares of the corporation which are owned beneficially and of record by such stockholder of record and by the beneficial owner, if any, on whose behalf the proposal is made and (d) any material interest of such stockholder of record and the beneficial owner, if any, on whose behalf the proposal is made in such business. Notwithstanding anything in these By-laws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this By-law. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the procedures prescribed by these By-laws, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this By-law, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this By-law. ARTICLE II DIRECTORS 1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation. The use of the phrase "whole board" herein refers to the total number of directors which the corporation would have if there were no vacancies. 2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The number of directors constituting the entire Board of Directors shall be the number, not less than one nor more than 15, fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase or decrease, if there were no vacancies, provided, however, that no decrease shall shorten the term of an incumbent director. The number of directors may be increased or decreased by action of the stockholders or of the directors. 3. ELECTION AND TERM. The first Board of Directors, unless the members thereof shall have been named in the Certificate of Incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors have been elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors have been elected and qualified or until their earlier resignation or removal. In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancies in the Board of Directors, including vacancies resulting from the removal of directors for cause or without cause, any vacancy in the Board of Directors may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director. 4. MEETINGS. TIME. Meetings shall be held at such time as the Board shall fix. FIRST MEETING. The first meeting of each newly elected Board may be held immediately after each annual meeting of the stockholders at the same place at which the meeting is held, and no notice of such meeting shall be necessary to call the meeting, provided a quorum shall be present. In the event such first meeting is not so held immediately after the annual meeting of the stockholders, it may be held at such time and place as shall be specified in the notice given as hereinafter provided for special meetings of the Board of Directors, or at such time and place as shall be fixed by the consent in writing of all of the directors. PLACE. Meetings, both regular and special, shall be held at such place within or without the State of Delaware as shall be fixed by the Board. CALL. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, or the President, or of a majority of the directors in office. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings at least twenty-four hours prior to the meeting. The notice of any meeting need not specify the purpose of the meeting. Any requirement of furnishing a notice shall be waived by any director who signs a written waiver of such notice before or after the time stated therein. Attendance of a director at a meeting of the Board shall constitute a waiver of notice of such meeting, except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. QUORUM AND ACTION. A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided that such majority shall constitute at least one-third (1/3) of the whole Board. Any director may participate in a meeting of the Board by means of a conference telephone or similar communications equipment by means of which all directors participating in the meeting can hear each other, and such participation in a meeting of the Board shall constitute presence in person at such meeting. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the act of the Board shall be the act by vote of a majority of the directors present at a meeting, a quorum being present. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these By-Laws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board. CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside. THE CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of Directors, and any Vice-Chairman of the Board, may be elected by a majority vote of the Board of Directors and shall serve until the meeting of the Board of Directors next following the Annual Meeting of the Stockholders at which a Chairman, and any Vice-Chairman, shall be newly elected or re-elected from amongst the Directors then in office. 5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed for cause or without cause by the stockholders. 6. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. 7. ACTION IN WRITING. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. 8. NOMINATION. Only persons who are nominated in accordance with the procedures set forth in these By-laws shall be eligible to serve as Directors. Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders (a) by or at the direction of the Board of Directors or (b) by any stockholder of the corporation who is a stockholder of record at the time of giving of notice provided for in this By-law, who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this By-law. Nominations by stockholders shall be made pursuant to timely notice in writing to the Secretary of the corporation. To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive offices of the corporation (a) in the case of an annual meeting, not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is changed by more than 30 days from such anniversary date, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) in the case of a special meeting at which directors are to be elected, not later than the close of business on the 10th day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made. Such stockholder's notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to the stockholder giving the notice (i) the name and address, as they appear on the corporation's books, of such stockholder and (ii) the class and number of shares of the corporation which are beneficially owned by such stockholder and also which are owned of record by such stockholder; and (c) as to the beneficial owner, if any, on whose behalf the nomination is made, (i) the name and address of such person and (ii) the class and number of shares of the corporation which are beneficially owned by such person. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible to serve as a director of the corporation unless nominated in accordance with the procedures set forth in this By-law. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these By-laws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this By- law, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this By-law. ARTICLE III OFFICERS 1. EXECUTIVE OFFICERS. The directors may elect or appoint a Chairman of the Board of Directors, a Chief Executive Officer, a President, one or more Vice Presidents (one or more of whom may be denominated "Executive Vice President"), a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and such other officers as they may determine. Any number of offices may be held by the same person. 2. TERM OF OFFICE: REMOVAL. Unless otherwise provided in the resolution of election or appointment, each officer shall hold office until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor has been elected and qualified or until his earlier resignation or removal. The Board of Directors may remove any officer for cause or without cause. 3. AUTHORITY AND DUTIES. All officers, as between themselves and the corporation, shall have such authority and perform such duties in the management of the corporation as may be provided in these By-Laws, or, to the extent not so provided, by the Board of Directors. 4. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall, subject to the discretion of the Board of Directors, have general supervision and control of the Corporation's business such duties as may from time to time be prescribed by the Board of Directors. 5. THE PRESIDENT. The President shall preside at all meetings of the Stockholders and in the absence of the Chairman of the Board of Directors, at the meeting of the Board of Directors, shall, subject to the discretion of the Board of Directors, have general supervision and control of the Corporation's business and shall see that all orders and resolutions of the Board of Directors are carried into effect. 6. VICE PRESIDENTS. Any Vice President that may have been appointed, in the absence or disability of the President, shall perform the duties and exercise the powers of the President, in the order of their seniority, and shall perform such other duties as the Board of Directors shall prescribe. 7. THE SECRETARY. The Secretary shall keep in safe custody the seal of the corporation and affix it to any instrument when authorized by the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors. The Secretary (or in his absence, an Assistant Secretary, but if neither is present another person selected by the Chairman for the meeting) shall have the duty to record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose. 8. CHIEF FINANCIAL OFFICER AND TREASURER. The Chief Financial Officer shall be the Treasurer, unless the Board of Directors shall elect another officer to be the Treasurer. The Treasurer shall have the care and custody of the corporate funds, and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, the Treasurer shall give the corporation a bond for such term, in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. ARTICLE IV CORPORATE SEAL AND CORPORATE BOOKS The corporate seal shall be in such form as the Board of Directors shall prescribe. The books of the corporation may be kept within or without the State of Delaware, at such place or places as the Board of Directors may, from time to time, determine. ARTICLE V FISCAL YEAR The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors. ARTICLE VI INDEMNITY Any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including employee benefit plans) (hereinafter an "indemnitee"), shall be indemnified and held harmless by the corporation to the fullest extent authorized by the General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification than permitted prior thereto), against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such indemnitee in connection with such action, suit or proceeding, if the indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of the proceeding, whether by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe such conduct was unlawful. Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including employee benefit plans) shall be indemnified and held harmless by the corporation to the fullest extent authorized by the General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification than permitted prior thereto), against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court in which such suit or action was brought, shall determine upon application, that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such Court shall deem proper. All reasonable expenses incurred by or on behalf of the indemnitee in connection with any suit, action or proceeding, may be advanced to the indemnitee by the corporation. The rights to indemnification and to advancement of expenses conferred in this section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise. ARTICLE VII AMENDMENTS The By-Laws may be amended, added to, rescinded or repealed at any meeting of the Board of Directors or of the stockholders, provided that notice of the proposed change was given in the notice of the meeting.