-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ERgOtjkkQfxV+0WPUAQVMJd4iihp5Sd9cYJqT7JWVSC9FtyQlGSg82ITNHucaDI4 49SZTPEpExdqhTE0QXaRxw== 0001177651-02-000498.txt : 20021202 0001177651-02-000498.hdr.sgml : 20021202 20021202172015 ACCESSION NUMBER: 0001177651-02-000498 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20021122 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US PATRIOT INC CENTRAL INDEX KEY: 0001163680 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 571107699 STATE OF INCORPORATION: SC FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49865 FILM NUMBER: 02846304 BUSINESS ADDRESS: STREET 1: 5401 FOREST DRIVE CITY: COLUMBIA STATE: SC ZIP: 29206 BUSINESS PHONE: 803-790-5294 MAIL ADDRESS: STREET 1: 5401 FOREST DRIVE CITY: COLUMBIA STATE: SC ZIP: 29206 8-K 1 doc1.txt 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 Earliest Event Reported November 22, 2002 TRIMEDIA ENTERTAINMENT GROUP, INC. - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware - -------------------------------------------------------------------------------- (STATE OR OTHER JURISDICTION OF INCORPORATION OF ORGANIZATION) 000-49865 57-1107699 - ------------------------------------ ----------------------------------------- (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NUMBER) 101 Charles Drive Bryn Mawr, Pennsylvania 19010 --------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (610) 520-3050 ITEM 5. OTHER EVENT. On November 18, 2002, at a Special Meeting of the shareholders of US Patriot, Inc., a South Carolina corporation (the "Corporation"), the shareholders approved the merger of the Corporation with and into TriMedia Entertainment Group, Inc., a wholly owned subsidiary of the Corporation incorporated in the State of Delaware ("TriMedia"). On November 22, 2002, an Agreement and Plan of Merger between the Corporation and TriMedia was executed by an authorized signatory of each corporation and Articles of Merger were filed with the South Carolina Secretary of State and a Certificate of Merger was filed with the Delaware Secretary of State. The effect of the foregoing was to: Approve the merger of the Corporation into its wholly-owned subsidiary, TriMedia for the purpose of changing the Corporation's state of incorporation form South Carolina to Delaware. Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934 (the "Act"), TriMedia is the successor issuer to the Corporation for reporting purposes under the Act, and TriMedia's common stock is deemed to be registered pursuant to Section 12(g) of the Act. Effective December 3, 2002, the Corporation's trading symbol on Nasdaq's Over-the-Counter Bulletin Board will be changed from USPA to TMEG. ITEM 7. EXHIBITS. Exhibits (referenced in item 601 of Regulation S-K) Exhibit Number Description - ------ ----------- 2.1 Agreement and Plan of Merger between US Patriot, Inc. and TriMedia Entertainment Group, Inc. 3.1 Certificate of Incorporation of TriMedia Entertainment Group, Inc. 3.2 Certificate of Amendment of Certificate of Incorporation Before Payment of Capital of TriMedia Entertainment Group, Inc. 3.3 Bylaws of TriMedia Entertainment Group, Inc. 3.4 Articles of Merger as filed in the State of South Carolina 3.5 Certificate of Merger as filed in the State of Delaware SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TRIMEDIA ENTERTAINMENT GROUP, INC. Date: December 2, 2002 By: /s/Christopher Schwartz ------------------------ Name: Christopher Schwartz Title: Chief Executive Officer EX-2.1 3 doc2.txt EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (the "Merger Agreement") is made as of this 22nd day of November, 2002, by and between US Patriot, Inc., a South Carolina corporation (the "Parent") and TriMedia Entertainment Group, Inc., a Delaware corporation (the "Subsidiary"). RECITALS: WHEREAS, the Parent is a corporation organized and existing under the laws of the State of South Carolina; WHEREAS, the Subsidiary is a corporation organized and existing under the laws of the State of Delaware and is a wholly-owned subsidiary of the Parent; WHEREAS, the parties hereto desire that the Parent merge with and into the Subsidiary and that the Subsidiary shall continue as the surviving corporation in such merger, which is intended to qualify as a tax-free reorganization under Section 368(a)(1)(F) or 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended, upon the terms and subject to the conditions herein set forth and in accordance with the laws of the State of South Carolina and the laws of the State of Delaware (the "Merger"). NOW THEREFORE, the parties hereto hereby agree as follows: ARTICLE I PRINCIPAL TERMS OF THE MERGER Section 1.1 Merger of Parent into Subsidiary. At the Effective Time of ------------------------------------------------ the Merger (as defined in Section 1.2 hereof), the Parent shall merge with and into the Subsidiary in accordance with the South Carolina Business Corporation Act (the "SCBCA") and the Delaware General Corporation Law (the "DGCL"). The separate existence of the Parent shall thereupon cease and the Subsidiary shall be the surviving corporation (hereinafter sometimes referred to as the "Surviving Corporation") and shall continue its corporate existence under the laws of the State of Delaware. Section 1.2 Effective Time of the Merger. The Merger shall become ---------------------------------------------- effective as of the date and time (the "Effective Time of the Merger") the following actions are completed: (a) appropriate articles of merger are filed with the Secretary of State of the State of South Carolina, and a certificate of merger is issued by the Secretary of State of the State of South Carolina in accordance with the SCBCA and (b) an appropriate certificate of merger is filed with the Secretary of the State of Delaware in accordance with the DGCL. Exhibit 2.1 - Page 1 Section 1.3 Effects of the Merger. At the Effective Time of the Merger, ------------------------------------ the Merger shall have the effects specified in the SCBCA, the DGCL and this Merger Agreement. Section 1.4 Certificate of Incorporation and Bylaws. At the Effective -------------------------------------------------------- Time of the Merger, the Certificate of Incorporation and bylaws of the Subsidiary, as in effect immediately prior to the Effective Time of the Merger, shall become the Certificate of Incorporation and bylaws of the Surviving Corporation until duly amended in accordance with their terms and as provided by the DGCL. Section 1.5 Directors and Officers. At the Effective Time of the Merger, ------------------------------------ the directors and officers of the Subsidiary in office at the Effective Time of the Merger shall become the directors and officers, respectively, of the Surviving Corporation, each of such directors and officers to hold office, subject to the applicable provisions of the Certificate of Incorporation and bylaws of the Surviving Corporation and the DGCL, until his or her successor is duly elected or appointed and qualified. Section 1.6 Shareholders' Dissenters Rights. The Shareholders of the ----------------------------------------------- Parent are entitled to dissenters' rights under Chapter 13 of the SCBCA. In the event that shareholders collectively owning more than one percent (1%) of the shares of the Parent exercise his, her or its dissenters' rights, the Parent's board of directors may abandon the Merger in its sole discretion. ARTICLE II CONVERSION AND EXCHANGE OF STOCK Section 2.1 Conversion. At the Effective Time of the Merger, each of the ------------------------ following transactions shall be deemed to occur simultaneously: (a) Each share of the Parent's common stock, no par value (the "Parent's Common Stock") issued and outstanding, immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one validly issued, fully paid and nonassessable share of the Surviving Corporation's common stock, par value $0.0001 per share (the "Surviving Corporation's Common Stock"). (b) Each share of the Parent's Series A Preferred Stock, no par value (the "Parent's Series A Preferred Stock") issued and outstanding, immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one validly issued, fully paid and nonassessable share of the Surviving Corporation's Series A Preferred Stock, par value $0.0001 per share (the "Surviving Corporation's Series A Preferred Stock"). (c) Each option to purchase shares of the Parent's Common Stock outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become an option to purchase, upon the same terms and conditions, the Exhibit 2.1 - Page 2 number of shares of the Surviving Corporation's Common Stock, which is equal to the number of shares of the Parent's Common Stock that the optionee would have received had the optionee exercised such option in full immediately prior to the Effective Time of the Merger (whether or not such option was then exercisable) and the exercise price per share under each of said options shall be equal to the exercise price per share thereunder immediately prior to the Effective Time of the Merger, unless otherwise provided in the instrument granting such option. (d) Each warrant to purchase shares of the Parent's Common Stock outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become a warrant to purchase, upon the same terms and conditions, the number of shares of the Surviving Corporation's Common Stock which is equal to the number of shares of the Parent's Common Stock that the warrant holder would have received had the warrant holder exercised such warrant in full immediately prior to the Effective Time of the Merger (whether or not such warrant was then exercisable) and the exercise price per share under each of said warrants shall be equal to the exercise price per share thereunder immediately prior to the Effective Time of the Merger, unless otherwise provided in the instrument granting such warrant. (e) Each share of the Subsidiary's Common Stock issued and outstanding immediately prior to the Effective Time of the Merger and held by the Parent shall be canceled without any consideration being issued or paid therefor. Section 2.2 Exchange. ---------------------- (a) After the Effective Time of the Merger, each certificate theretofore representing issued and outstanding shares of the Parent's Common Stock shall represent one share of the Surviving Corporation's Common Stock. (b) At any time on or after the Effective Time of the Merger, each holder of an outstanding certificate theretofore representing the Parent's Common Stock will be requested to surrender such certificate to StockTrans, Inc. as the exchange agent (the "Exchange Agent"). As soon as practicable after the surrender to the Exchange Agent of any certificate which prior to the Merger represented shares of the Parent's Common Stock, together with a duly executed transmittal letter and any other documents the Exchange Agent may specify, the Exchange Agent shall deliver to the person in whose name such certificate has been issued certificates registered in the name of such person representing the number of full shares of the Surviving Corporation's Stock into which the shares of the Parent's Common Stock previously represented by the surrendered certificate shall have been reclassified. ARTICLE III EMPLOYEE BENEFIT AND INCENTIVE COMPENSATION PLANS At the Effective Time of the Merger, each employee benefit plan, incentive compensation plan and other similar plans to which the Parent is then a party Exhibit 2.1 - Page 3 shall be assumed by, and continue to be the plan of, the Surviving Corporation. To the extent any employee benefit plan, incentive compensation plan or other similar plan of the Parent provides for the issuance or purchase of, or otherwise relates to, the Parent's Common Stock, after the Effective Time of the Merger such plan shall be deemed to provide for the issuance or purchase of, or otherwise relate to, the Surviving Corporation's Common Stock. ARTICLE IV CONDITIONS Consummation of the Merger is subject to the satisfaction at or prior to the Effective Time of the Merger of the following conditions: Section 4.1 Shareholder Approval. This Merger Agreement and the Merger ----------------------------------- shall have been adopted and approved by the affirmative vote of (i) a two-thirds majority of the votes entitled to be cast by all shareholders of the Parent and (ii) a two-thirds majority of each class of capital stock entitled to vote on the Record Date fixed for determining the shareholders of the Parent entitled to vote thereon. This Agreement and the Merger shall also have been adopted and approved by the Parent as the holder of all the outstanding shares of the Subsidiary's Common Stock prior to the Effective Time of the Merger. Section 4.2 Third Party Consents. The Parent shall have received all ------------------------------------ required consents to and approvals of the Merger. ARTICLE V MISCELLANEOUS Section 5.1 Amendment. This Merger Agreement may be amended, modified or ----------------------- supplemented in whole or in part, at any time prior to the Effective Time of the Merger with the mutual consent of the boards of directors of the parties hereto; provided, however, that the Merger Agreement may not be amended after it has been adopted by the shareholders of the Parent in any manner which, in the judgment of the board of directors of the Parent, would have a material adverse effect on the rights of such shareholders or in any manner not permitted under applicable law. Section 5.2 Termination. This Merger Agreement may be terminated or ------------------------- abandoned by the parties hereto at any time prior to the filing of the certificate of merger notwithstanding approval of this Merger Agreement by the shareholders of either or both of the Parent or the Subsidiary. Section 5.3 Necessary Actions, etc. If at any date after the Effective ------------------------------------- Time of the Merger, the Surviving Corporation shall consider that any assignments, transfers, deeds or other assurances in law are necessary or desirable to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to any property or rights of the Parent, the Parent and its Exhibit 2.1 - Page 4 officers and directors at the Effective Time of the Merger shall execute and deliver such documents and do all things necessary and proper to vest, perfect or confirm title to such property or rights in the Surviving Corporation, and the officers and directors of the Surviving Corporation are fully authorized in the name of the Parent or otherwise to take any and all such action. Section 5.4 Counterparts. This Merger Agreement may be executed in any -------------------------- number of counterparts, each of which shall be considered to be an original instrument. Section 5.5 Descriptive Headings. The descriptive headings are for ----------------------------------- convenience of reference only and shall not control or affect the meaning or construction of any provision of this Merger Agreement. Section 5.6 Governing Law. This Merger Agreement shall be construed in ---------------------------- accordance with the laws of the State of Delaware, except to the extent the laws of the State of South Carolina shall mandatorily apply to the Merger. IN WITNESS WHEREOF, the undersigned officers of each of the parties to this Merger Agreement, pursuant to authority duly given by their respective boards of directors, have caused this Merger Agreement to be duly executed on the date set forth above. US PATRIOT, INC. By: ---------------------------------- Christopher Schwartz Chief Executive Officer, President and Secretary TRIMEDIA ENTERTAINMENT GROUP, INC. By: ---------------------------------- Christopher Schwartz Chief Executive Officer, President and Secretary Exhibit 2.1 - Page 5 CERTIFICATES The undersigned, Secretary of TriMedia Entertainment Group, Inc. a Delaware corporation, hereby certifies, pursuant to Section 252(c) of the General Corporation Law of the State of Delaware, that the foregoing Agreement and Plan of Merger to which this Certificate is attached, after having been first duly signed on behalf of TriMedia Entertainment Group, Inc. by its Chief Executive Officer and attested to by its Secretary, was duly submitted to the stockholders of TriMedia Entertainment Group, Inc. for the purpose of considering and acting upon said Agreement and Plan of Merger, on the ____ day of ___________, 2002, and at said meeting said Agreement and Plan of Merger was adopted by the sole stockholder of TriMedia Entertainment Group, Inc., in accordance with the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the undersigned has executed this Certificate on the _____ day of _______________, 2002. ______________________________ Christopher Schwartz, Secretary The undersigned, Secretary of US Patriot, Inc., a South Carolina corporation, hereby certifies, pursuant to Section 33-11-103 of the South Carolina Statutes, that the foregoing Agreement and Plan of Merger to which this Certificate is attached, after having been first duly signed on behalf of US Patriot, Inc. by its President and attested to by its Secretary, was duly submitted to the shareholders of US Patriot, Inc. at a meeting thereof called for the purpose of considering and acting upon said Agreement and Plan of Merger, held after due notice on the _____ day of __________, 2002, and that at said meeting said Agreement and Plan of Merger was adopted by the shareholders of US Patriot, Inc. in accordance with the South Carolina Business Corporation Act of 1988. IN WITNESS WHEREOF, the undersigned has executed this Certificate on the ____ day of ____________, 2002. __________________________________ Christopher Schwartz, Secretary Exhibit 2.1 - Page 6 EX-3.1 4 doc3.txt EXHIBIT 3.1 CERTIFICATE OF INCORPORATION OF TRIMEDIA ENTERTAINMENT GROUP, INC. 1. The name of the Corporation is: TriMedia Entertainment Group, Inc. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The nature of the business or purposes to be conducted or promoted is: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 4. The total number of shares of stock which the Corporation shall have authority to issue is: one hundred ten million shares (110,000,000) of which one hundred million (100,000,000) shall be common stock, with a par value of $0.001 per share and ten million shares (10,000,000) of preferred stock, with a par value of $0.001 per share, and the voting powers, designations, preferences and relative participating, optional or other special qualifications, limitations or restrictions thereof are set forth hereinafter: (a) The Preferred Stock may be issued in one or more series, each of which shall be distinctively designated, shall rank equally and shall be identified in all respects except as otherwise provided in subsection (b) of this Section 4. (b) Authority is hereby vested in the Board of Directors to issue from time to time the Preferred Stock of any series and to state in the resolution or resolutions providing for the issuance of shares of any series the voting powers, if any, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions of such series to the full extent now or hereafter permitted by the law of the State of Delaware in respect of the matters set forth in the following clauses (i) to (viii) inclusive: (i) the number of shares to constitute such series, and the distinctive designations thereof; (ii) the voting powers, full or limited, if any, of such series; Exhibit 3.1 - Page 1 (iii) the rate of dividends payable on shares of such series, the conditions on which and the times when such dividends are payable, the preference to, or the relation to, the payment of the dividends payable on any other class, classes or series of stock, whether cumulative or non-cumulative and, if cumulative, the date from which dividends on shares of such series shall be cumulative; (iv) the redemption price or prices, if any, and the terms and conditions on which shares of such series shall be redeemable; (v) the requirement of any sinking fund or funds to be applied to the purchase or redemption of shares of such series and, if so, the amount of such fund or funds and the manner of application; (vi) the rights of shares of such series upon the liquidation, dissolution or winding up of, or upon any distribution of the assets of, the Corporation; (vii) the rights, if any, of the holders of shares of such series to convert such shares into, or to exchange such shares for, shares of any other class, classes or series of stock and the price or prices or the rates of exchange and the adjustments at which such shares shall be convertible or exchangeable, and any other terms and conditions of such conversion or exchange; and (viii) any other preferences and relative, participating, optional or other special rights of shares of such series, and qualifications, limitations or restrictions including, without limitation, any restriction on an increase in the number of shares of any series theretofore authorized and any qualifications, limitations or restrictions of rights or powers to which shares of any future series shall be subject. (c) The number of authorized shares of Preferred Stock may be increased or decreased by the affirmative vote of the holders of a majority of the votes of all classes of voting securities of the Corporation without a class vote of the Preferred Stock, or any series thereof, except as otherwise provided in the resolution or resolutions fixing the voting rights of any series of the Preferred Stock. 5. The name and mailing address of the incorporator is as follows: Amanda J. Masucci, Esquire c/o Klehr Harrison Harvey Branzburg & Ellers, LLP ---------------------------------------------------------------------------- at 260 S. Broad St., Philadelphia, PA 19102 ------------------------------------------- 6. The Corporation is to have perpetual existence. Exhibit 3.1 - Page 2 7. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the Bylaws of the Corporation. 8. Elections of Directors need not be by written ballot unless the Bylaws of the Corporation shall so provide. 9. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. 10. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. 11. 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 of any creditor or stockholder hereof 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 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. Exhibit 3.1 - Page 3 I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 16th day of October, 2002. /s/ Amanda J. Masucci ------------------------- Amanda J. Masucci, Incorporator Exhibit 3.1 - Page 4 EX-3.2 5 doc4.txt EXHIBIT 3.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION BEFORE PAYMENT OF CAPITAL OF TRIMEDIA ENTERTAINMENT GROUP, INC. I, the undersigned, being the sole incorporator of TriMedia Entertainment Group, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DO HEREBY CERTIFY: FIRST: That Article Fourth of the Certificate of Incorporation be and it hereby is amended to read in its entirety as follows: "4. The total number of shares of stock which the Corporation shall have authority to issue is: one hundred twenty million shares (120,000,000) of which one hundred million (100,000,000) shall be common stock, with a par value of $0.0001 per share and twenty million shares (20,000,000) of preferred stock, with a par value of $0.0001 per share, and the voting powers, designations, preferences and relative participating, optional or other special qualifications, limitations or restrictions thereof set forth hereinafter: (a) The Preferred Stock may be issued in one or more series, each of which shall be distinctively designated, shall rank equally and shall be identified in all respects except as otherwise provided in subsection (b) of this Section 4. (b) Authority is hereby vested in the Board of Directors to issue from time to time the Preferred Stock of any series and to state in the resolution or resolutions providing for the issuance of shares of any series the voting powers, if any, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions of such series to the full extent now or hereafter permitted by the law of the State of Delaware in respect of the matters set forth in the following clauses (i) to (viii) inclusive: (i) the number of shares to constitute such series, and the distinctive designations thereof; (ii) the voting powers, full or limited, if any, of such series; Exhibit 3.2 - Page 1 (iii) the rate of dividends payable on shares of such series, the conditions on which and the times when such dividends are payable, the preference to, or the relation to, the payment of the dividends payable on any other class, classes or series of stock, whether cumulative or non-cumulative and, if cumulative, the date from which dividends on shares of such series shall be cumulative; (iv) the redemption price or prices, if any, and the terms and conditions on which shares of such series shall be redeemable; (v) the requirement of any sinking fund or funds to be applied to the purchase or redemption of shares of such series and, if so, the amount of such fund or funds and the manner of application; (vi) the rights of shares of such series upon the liquidation, dissolution or winding up of, or upon any distribution of the assets of, the Corporation; (vii) the rights, if any, of the holders of shares of such series to convert such shares into, or to exchange such shares for, shares of any other class, classes or series of stock and the price or prices or the rates of exchange and the adjustments at which such shares shall be convertible or exchangeable, and any other terms and conditions of such conversion or exchange; and (viii) any other preferences and relative, participating, optional or other special rights of shares of such series, and qualifications, limitations or restrictions including, without limitation, any restriction on an increase in the number of shares of any series theretofore authorized and any qualifications, limitations or restrictions of rights or powers to which shares of any future series shall be subject. (c) The number of authorized shares of Preferred Stock may be increased or decreased by the affirmative vote of the holders of a majority of the votes of all classes of voting securities of the Corporation without a class vote of the Preferred Stock, or any series thereof, except as otherwise provided in the resolution or resolutions fixing the voting rights of any series of the Preferred Stock." SECOND: That the corporation has not received any payment for any of its stock. THIRD: That the amendment was duly adopted in accordance with the provisions of section 241 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, we have signed this certificate this 17th day of October, 2002. _/s/ Amanda J. Masucci ------------------------- By: Amanda J. Masucci, Sole Incorporator Exhibit 3.2 - Page 2 EX-3.3 6 doc5.txt EXHIBIT 3.3 TRIMEDIA ENTERTAINMENT GROUP, INC. BYLAWS ARTICLE I OFFICES TriMedia Entertainment Group, Inc. (the "Corporation") shall have a registered office, a principal office and such other offices as the Board of Directors (the "Board") may determine. ARTICLE II STOCKHOLDERS SECTION 1. ANNUAL MEETING. The annual meeting of stockholders for the election of directors and the transaction of any other business shall be held on the first Thursday of March of each year, or as soon after such date as may be practicable, in such city and state and at such time and place as may be designated by the Board, and set forth in the notice of such meeting. If said day be a legal holiday, said meeting shall be held on the next succeeding business day. At the annual meeting any business may be transacted and any corporate action may be taken, whether stated in the notice of meeting or not, except as otherwise expressly provided by statute or the Certificate of Incorporation. SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders for any purpose shall be called by the Secretary at the written request of a majority of the total number of directors, by the Chairman of the Board (the "Chairman"), if any, by the Chief Executive Officer or by the stockholders owning a majority of the shares outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed business meeting. Business transacted at any special meeting shall be limited to the purposes stated in the notice. SECTION 3. NOTICE OF MEETINGS. Written notice of the place, date and hour of any stockholders' meeting, whether annual or special, shall be given to each stockholder entitled to vote, by personal delivery or by mailing the same to the address of the stockholder, as the same appears upon the records of the Corporation, at least ten (10) days but not more than sixty (60) days before the day of the meeting. Notice of a special meeting must also state the purpose or purposes for which the meeting is called. Notice of any adjourned meeting need not be given except by announcement at the meeting so adjourned, unless otherwise ordered in connection with such adjournment. Such further notice, if any, shall be given as may be required by law. SECTION 4. QUORUM. Any number of stockholders, together holding at least fifty (50) percent of the capital stock of the Corporation issued and outstanding and entitled to vote, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of all business, except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws. Exhibit 3.3 Page 1 SECTION 5. ADJOURNMENT OF MEETINGS. If less than a quorum shall attend at the time for which a meeting shall have been called, the meeting may adjourn from time to time by a majority vote of the stockholders present or represented by proxy and entitled to vote without notice other than by announcement at the meeting until a quorum shall attend. Any meeting at which a quorum is present may also be adjourned in like manner and for such time or upon such call as may be determined by a majority vote of the stockholders present or represented by proxy and entitled to vote. At any adjourned meeting at which a quorum shall be present, any business may be transacted and any corporate action may be taken which might have been transacted at the meeting as originally called. SECTION 6. VOTING LIST. The Secretary shall prepare and make, at least ten (10) days before every election of directors, a complete list of the stockholders entitled to vote, arranged in alphabetical order and showing the address of each stockholder and the number of shares of each stockholder. Such list shall be open at the place where the election is to be held or at the principal office of the of the Corporation for said ten (10) days, to the examination of any stockholder, and shall be produced and kept at the time and place of election during the whole time thereof, and subject to the inspection of any stockholder who may be present. SECTION 7. VOTING. Each stockholder entitled to vote at any meeting may vote either in person or by proxy, but no proxy shall be voted on or after three (3) years from its date, unless said proxy provides for a longer period. Each stockholder entitled to vote shall at every meeting of the stockholders be entitled to one vote for each share of stock registered in his name on the record of stockholders. At all meetings of stockholders all matters, except as otherwise provided by statute, shall be determined by the affirmative vote of the majority of shares present in person or by proxy and entitled to vote on the subject matter. Voting at meetings of stockholders need not be by written ballot. SECTION 8. RECORD DATE OF STOCKHOLDERS. The Board shall be authorized to fix in advance a date not exceeding sixty (60) days nor less than ten (10) days preceding the date of any meeting of stockholders, and not exceeding sixty (60) days preceding the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purposes, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and, in such case, such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation, after such record date fixed as aforesaid. Exhibit 3.3 Page 2 SECTION 9. CONDUCT OF MEETINGS; CHAIRMAN; VICE-CHAIRMAN. The Chairman or, if there is no Chairman or in the Chairman's absence, the Vice Chairman of the Board (the "Vice Chairman"), if any, the Chief Executive Officer, or Secretary, shall preside at all regular or special meetings of stockholders. To the maximum extent permitted by law, such presiding person shall have the power to set procedural rules, including but not limited to rules respecting the time allotted to stockholders to speak, governing all aspects of the conduct of such meetings. ARTICLE III DIRECTORS SECTION 1. NUMBER AND QUALIFICATIONS. The Board shall consist of such number as may be fixed from time to time by resolution of the Board. The directors need not be stockholders. Initially, there shall be one director. SECTION 2. ELECTION OF DIRECTORS. The directors shall be elected by the stockholders at the annual meeting of stockholders. SECTION 3. DURATION OF OFFICE. The directors chosen at any annual meeting shall, except as hereinafter provided, hold office until their successors are elected and qualified or until their earlier resignation or removal. SECTION 4. REMOVAL AND RESIGNATION OF DIRECTORS. Any director may be removed from the Board, with or without cause, by the holders of a majority of the shares of capital stock entitled to vote at an election of directors, either by written consent or consents or at any special meeting of the stockholders called for that purpose, and the office of such director shall forthwith become vacant. Any director may resign at any time upon written notice to the Corporation. Such resignation shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chief Executive Officer or Secretary. The acceptance of a resignation shall not be necessary to make it effective, unless so specified therein. SECTION 5. FILLING OF VACANCIES. Any vacancy among the directors, occurring from any cause whatsoever, may be filled by a majority of the remaining directors, though less than a quorum, provided, however, that the stockholders removing any director may at the same meeting fill the vacancy caused by such removal, and provided further, that if the directors fail to fill any such vacancy, the stockholders may at any special meeting called for that purpose fill such vacancy. In case of any increase in the number of directors, the additional directors may be elected by the directors in office before such increase. Any person elected to fill a vacancy shall hold office, subject to the right of removal as herein before provided, until his successor is elected and qualified. SECTION 6. REGULAR MEETINGS. The Board shall hold an annual meeting for the purpose of organization and the transaction of any business immediately Exhibit 3.3 Page 3 after the annual meeting of the stockholders, provided a quorum of directors is present. Other regular meetings may be held at such times as may be determined from time to time by resolution of the Board. SECTION 7. SPECIAL MEETINGS. Special meetings of the Board may be called by the Chairman or the Chief Executive Officer. SECTION 8. NOTICE AND PLACE OF MEETINGS. Meetings of the Board may be held at the principal office of the Corporation, or at such other place as shall be stated in the notice of such meeting. Notice of any special meeting, and, except as the Board may otherwise determine by resolution, notice of any regular meeting also, shall be mailed to each director addressed to him at his residence or usual place of business at least two (2) days before the day on which the meeting is to be held, or if sent to him at such place by telegraph or cable or electronic transmission, or delivered personally or by telephone, not later than the day before the day on which the meeting is to be held. No notice of the annual meeting of the Board shall be required if it is held immediately after the annual meeting of the stockholders and if a quorum is present. SECTION 9. BUSINESS TRANSACTED AT MEETINGS, ETC. Any business may be transacted and any corporate action may be taken at any regular or special meeting of the Board at which a quorum shall be present, whether such business or proposed action be stated in the notice of such meeting or not, unless special notice of such business or proposed action shall be required by statute. SECTION 10. QUORUM. A majority of the Board at any time in office shall constitute a quorum. At any meeting at which a quorum is present, the vote of a majority of the members present shall be the act of the Board unless the act of a greater number is specifically required by law or by the Certificate of Incorporation or these Bylaws. The members of the Board shall act only as the Board and the individual members thereof shall not have any powers as such. SECTION 11. COMPENSATION. The directors shall not receive any stated salary for their services as directors, but by resolution of the Board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity, as an officer, agent or otherwise, and receiving compensation therefor. SECTION 12. ACTION WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Board, or of 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 the proceedings of the Board or committees thereof. SECTION 13. MEETINGS THROUGH USE OF COMMUNICATIONS EQUIPMENT. Members of the Board, or any committee designated by the Board, shall, except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, have the power to participate in a meeting of the Board, or any committee, by means of a conference telephone or similar communications equipment by means of Exhibit 3.3 Page 4 which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting. SECTION 14. CHAIRMAN; VICE CHAIRMAN. The Board may elect, from among the directors, a Chairman. The Chairman shall preside at all meetings of the stockholders and the Board at which the Chairman is present, and shall have such powers and perform such duties as may from time to time be assigned to the Chairman by the Board. The Chairman shall, except as herein otherwise provided, hold office until the Chairman's successor shall have been elected and qualified or until the Chairman resigns or is removed. If the Board elects a Vice Chairman, the Vice Chairman shall, in the absence or disability of the Chairman, perform the duties and exercise the powers of the Chairman and shall have such powers and perform such duties as may be assigned to the Vice Chairman by the Board. ARTICLE IV COMMITTEES SECTION 1. EXECUTIVE COMMITTEE. The Board may, by resolution passed by a majority of the whole Board, designate one (1) or more of their number to constitute an Executive Committee to hold office at the pleasure of the Board, which Committee shall, during the intervals between meetings of the Board, have and exercise all of the powers of the Board in the management of the business and affairs of the Corporation, subject only to such restrictions or limitations as the Board may from time to time specify, or as limited by the Delaware General Corporation Law, and shall have power to authorize the seal of the Corporation to be affixed to all documents or instruments which may require it. Any member of the Executive Committee may be removed at any time, with or without cause, by a resolution of a majority of the whole Board. Any person ceasing to be a director shall, without further action, cease to be a member of the Executive Committee. Any vacancy in the Executive Committee occurring from any cause whatsoever may be filled from among the directors by a resolution of a majority of the whole Board. SECTION 2. OTHER COMMITTEES. Other committees, whose members shall include at least one (1) director, may be appointed by the Board or the Executive Committee, which committees shall hold office for such time and have such powers and perform such duties as may from time to time be assigned to them by the Board or the Executive Committee. Any member of such a committee may be removed at any time, with or without cause, by the Board or the Executive Committee. Any vacancy in a committee occurring from any cause whatsoever may be filled by the Board or the Executive Committee. Any person ceasing to be a director shall, without further action, cease to be a member of any committee. Exhibit 3.3 Page 5 SECTION 3. RESIGNATION. Any member of a committee may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the Chief Executive Officer or Secretary. The acceptance of a resignation shall not be necessary to make it effective unless so specified therein. SECTION 4. QUORUM. A majority of the members of a committee shall constitute a quorum. The act of a majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee. The members of a committee shall act only as a committee, and the individual members thereof shall not have any powers as such. SECTION 5. RECORD OF PROCEEDINGS, ETC. Each committee shall keep a record of its acts and proceedings, and shall report the same to the Board when and as required by the Board. SECTION 6. ORGANIZATION, MEETINGS, NOTICES, ETC. A committee may hold its meetings at the principal office of the Corporation, or at any other place that a majority of the committee may at any time agree upon. Each committee may make such rules as it may deem expedient for the regulation and carrying on of its meetings and proceedings. Unless otherwise ordered by the Executive Committee, any notice of a meeting of such committee may be given by the Secretary of the Corporation or by the chairman of the committee and shall be sufficiently given if mailed to each member at the address of the member or usual place of business at least two (2) days before the day on which the meeting is to be held, or if sent to the member at such place by telegraph or cable, or delivered personally or by telephone not later than 24 hours before the time at which the meeting is to be held. SECTION 7. COMPENSATION. The members of any committee shall be entitled to such compensation as may be allowed them by resolution of the Board. ARTICLE V OFFICERS SECTION 1. DESIGNATED OFFICERS. The officers of the Corporation shall be a Chief Executive Officer, a President, a Treasurer, and a Secretary. Other officers, including one or more Assistant Secretaries, , one or more Vice Presidents, a Chief Financial Officer and one or more Assistant Treasurers, may from time to time be appointed by the Directors, which other officers shall have such powers and perform such duties prescribed in these Bylaws or by the Board of Directors or the officer or committee appointing them. SECTION 2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The officers shall be chosen by the Board. Each such officer shall, except as herein otherwise provided, hold office until his successor shall have been elected and qualified or until his earlier resignation or removal. The Chief Executive Officer shall be a director of the Corporation, and should the Chief Executive Officer cease to be a director, he shall, without further action, cease to be such officer. Except as provided for by law, any multiple offices may be held by the same person. Exhibit 3.3 Page 6 SECTION 3. DUTIES OF OFFICERS. --------------------------------- SECTION 3.1 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer, if any, of the Corporation shall have, subject to the direction and control of the Board, general control and management of the business affairs and policies of the Corporation. The Chief Executive Officer shall participate in long-range planning for the Corporation and shall be available to the other officers of the Corporation for consultation. The Chief Executive Officer shall possess power to sign all certificates, contracts and other instruments of the Corporation. Unless a Chairman or Vice Chairman has been elected and is present, the Chief Executive Officer shall preside at all meetings of the stockholders and of the Board. The Chief Executive Officer shall have power to call special meetings of the stockholders, the Board or the Executive Committee at any time. The Chief Executive Officer shall perform all such other duties as are incident to the Office of Chief Executive Officer or as determined by the Board. SECTION 3.2 PRESIDENT. The President of the Corporation, if any, shall be subject to the direction and control of the Chief Executive Officer and the Board and shall have general active management of the business affairs of the corporation. The President shall participate in long-range planning for the corporation and shall be available to the other officers of the corporation for consultation. The President shall possess power to sign all certificates, contracts and other instruments of the corporation. In the absence of a Chief Executive Officer being elected by the Board, the President shall assume all duties assigned to the Chief Executive Officer. The President shall perform all such other duties as are incident to the office of President or as determined by the Board or the Chief Executive Officer. SECTION 3.3 VICE-PRESIDENTS. If the President is absent or disabled, the Vice-Presidents, if any (or if more than one, in the order prescribed by the Board), shall have and may exercise and perform the authority and duties of the President. The Vice-Presidents shall perform all such duties as are incident to the office of the Vice-President or as determined by the Board, the Chief Executive Officer or the President. If more than one Vice-President is elected, the Vice-Presidents will have titles, seniority, and duties determined by the Board. SECTION 3.4 CHIEF FINANCIAL OFFICER. The Chief Financial Officer of the Corporation, if any, shall be responsible for maintaining the financial integrity of the Corporation, shall prepare the budget, financial plans and financial statements and reports for the Corporation and shall monitor the financial performance of the Corporation and its subsidiaries. The Chief Financial Officer shall perform all such duties as are incident to the office of the Chief Financial Officer or as determined by the Board, the Chief Executive Officer or the President. SECTION 3.5 TREASURER. The Treasurer will have charge and custody of and be responsible for all funds and securities of the corporation. The Treasurer will deposit all such funds in the name of the corporation in the depositories or invest them in the investments designated or approved by the Board, and will authorize disbursement of the funds of the corporation in payment of just demands against the corporation or as may be determined by the Board on securing proper vouchers. The Treasurer will render to the Board from time to time, as may be required, an account of all transactions as Treasurer, as well as perform other such duties as are incident to the Office of the Exhibit 3.3 Page 7 Treasurer or as determined by the Board, the Chief Executive Officer or the President. SECTION 3.6 SECRETARY. The Secretary of the Corporation shall attend all meetings of the stockholders and all meetings of the Board and record all the proceedings of the meetings of the stockholders and of the Board in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board and shall keep in safe custody the seal of the Corporation and, when authorized by the Board, affix the same to any instrument requiring it. The Secretary shall perform all such other duties as are incident to the office of Secretary or as determined by the Board, the Chief Executive Officer, or the President. SECTION 4. REMOVAL OF OFFICERS. Any officer of the Corporation may be removed from office, with or without cause, by a vote of a majority of the Board. SECTION 5. RESIGNATION. Any officer of the Corporation may resign at any time. Such resignation shall be in writing and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chief Executive Officer or Secretary. The acceptance of a resignation shall not be necessary in order to make it effective, unless so specified therein. SECTION 6. FILLING OF VACANCIES. A vacancy in any office shall be filled by the Board or by the authority appointing the predecessor in such office. SECTION 7. COMPENSATION. The compensation of the officers shall be fixed by the Board, or by any committee upon whom power in that regard may be conferred by the Board. ARTICLE VI CAPITAL STOCK SECTION 1. ISSUE OF CERTIFICATES OF STOCK. Certificates of capital stock shall be in such form as shall be approved by the Board. They shall be numbered in the order of their issue and shall be signed by the (i) the Chief Executive Officer and (ii) the Secretary or any Assistant Secretary and the seal of the Corporation or a facsimile thereof shall be impressed or affixed or reproduced thereon. Where such certificates are signed by a transfer agent or an assistant transfer agent or by a transfer clerk acting on behalf of the Corporation and a registrar, the signature of any such Chief Executive Officer, Secretary or Assistant Secretary, may be a facsimile. In case any officer transfer agent or registrar who signed, or whose facsimile signature has been placed on a certificate, shall have ceased to be an officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation, with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. SECTION 2. REGISTRATION AND TRANSFER OF SHARES. The name of each person owning a share of the capital stock of the Corporation shall be entered on the books of the Corporation together with the number of shares held by him, the numbers of the certificates covering such shares and the dates of issue of such Exhibit 3.3 Page 8 certificates. The shares of stock of the Corporation shall be transferable on the books of the Corporation by the holders thereof in person, or by their duly authorized attorneys or legal representatives, on surrender and cancellation of certificates for a like number of shares, accompanied by an assignment or power of transfer endorsed thereon or attached thereto, duly executed, and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require. A record shall be made of each transfer. The Board may make other and further rules and regulations concerning the transfer and registration of certificates for stock and may appoint a transfer agent or registrar or both and may require all certificates of stock to bear the signature of either or both. SECTION 3. LOST, DESTROYED AND MUTILATED CERTIFICATES. The holder of any stock of the Corporation shall immediately notify the Corporation of any loss, theft, destruction or mutilation of the certificates therefor. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it alleged to have been lost, stolen or destroyed, and the Board may, in its discretion, require the owner of the lost, stolen or destroyed certificate, or his legal representatives, to give the Corporation a bond, in such sum not exceeding double the value of the stock and with such surety or sureties as they may require, to indemnify it against any claim that may be made against it by reason of the issue of such new certificate and against all other liability in the premises, or may remit such owner to such remedy or remedies as he may have under the laws of the State of Delaware. ARTICLE VII DIVIDENDS, SURPLUS, ETC. The Board shall have power to fix and vary the amount to be set aside or reserved as working capital of the Corporation, or as reserves, or for other proper purposes of the Corporation, and, subject to the requirements of the Certificate of Incorporation, to determine whether any, if any, part of the surplus or net profits of the Corporation shall be declared as dividends and paid to the stockholders, and to fix the date or dates for the payment of dividends. ARTICLE VIII MISCELLANEOUS PROVISIONS. SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall commence on the 1st day of November and end on the 31st day of October in each year. SECTION 2. CORPORATE SEAL. The corporate seal shall be in such form as approved by the Board and may be altered at their pleasure. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. SECTION 3. NOTICES. Except as otherwise expressly provided, any notice required by these Bylaws to be given shall be sufficient if deposited in the mail, postage prepaid, addressed to the person entitled thereto at his address, as the same appears upon the books of the Corporation, or by telegraphing or Exhibit 3.3 Page 9 cabling the same to such person at such addresses; and such notice shall be deemed to be given at the time it is mailed, telegraphed or cabled. SECTION 4. WAIVER OF NOTICE. Any stockholder or director may at any time, by writing or by telegraph or by cable, waive any notice required to be given under these Bylaws, and if any stockholder or director shall be present at any meeting for any purpose other than objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened, his presence shall constitute a waiver of such notice. SECTION 5. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall from time to time be designated by resolution of the Board. SECTION 6. DEPOSITS. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such bank or banks, trust companies or other depositories as the Board may select, and, for the purpose of such deposit, checks, drafts, warrants and other orders for the payment of money which are payable to the order of the Corporation, may be endorsed for deposit, assigned and delivered by any officer of the Corporation, or by such agents of the Corporation as the Board or the Chief Executive Officer may authorize for that purpose. SECTION 7. VOTING STOCK OF OTHER CORPORATIONS. Except as otherwise ordered by the Board or the Executive Committee, the Chief Executive Officer shall have full power and authority on behalf of the Corporation to attend and to act and to vote at any meeting of the stockholders of any corporation of which the Corporation is a stockholder and to execute a proxy to any other person to represent the Corporation at any such meeting, and at any such meeting the Chief Executive Officer or the holder of any such proxy, as the case may be, shall possess and may exercise any and all rights and powers incident to ownership of such stock and which, as owner thereof, the Corporation might have possessed and exercised if present. The Board or the Executive Committee may from time to time confer like powers upon any other person or persons. SECTION 8. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Corporation shall indemnify any and all of its directors or officers, including former directors or officers, and any employee, who shall serve as an officer or director of any corporation at the request of this Corporation, to the fullest extent permitted under and in accordance with the laws of the State of Delaware, and shall pay expenses in advance related to such indemnification to the fullest extent permitted under and in accordance with the laws of the State of Delaware. ARTICLE IX AMENDMENT OF BYLAWS The Board shall have the power to make, rescind, alter, amend and repeal these Bylaws, provided, however, that the stockholders shall have power to rescind, alter, amend or repeal any Bylaws made by the Board, and to enact Exhibit 3.3 Page 10 Bylaws which if so expressed shall not be rescinded, altered, amended or repealed by the Board. No change of the time or place for the annual meeting of the stockholders for the election of directors shall be made except in accordance with the laws of the State of Delaware. Adopted by the Board on October ____, 2002. _______________________________ Christopher Schwartz, Secretary Exhibit 3.3 Page 11 EX-3.4 7 doc6.txt EXHIBIT 3.4 As Filed with the Secretary of State of the State of South Carolina on November 27, 2002 STATE OF SOUTH CAROLINA SECRETARY OF STATE ARTICLES OF MERGER OR SHARE EXCHANGE TYPE OR PRINT CLEARLY IN BLACK INK Pursuant to Section 33-11-105 of the 1976 South Carolina of Laws, as amended, the undersigned as the surviving corporation in a merger or the acquiring corporation in a share exchange, as the case may be, hereby submits the following information: 1. The name of the surviving or acquiring corporation is: TriMedia Entertainment Group, Inc. 2. Attached hereto and made a part hereof is a copy of the Plan of Merger or Share Exchange (see Section 33-11-101 (merger), 33-11-102 (share exchange), 33-11-104 (merger of subsidiary into parent), 33-11-107 (merger or share exchange with a foreign corporation), and 33-11-108 (merger of a parent corporation into one of its subsidiaries) of the 1976 South Carolina Code of Laws, as amended). 3. Complete the following information to the extent it is relevant with respect to each corporation which is a party to the transaction: (a) Name of the corporation: US Patriot, Inc. ------------------------------------------ Complete either (1) or (2), whichever is applicable: (1) [ ] Shareholder approval of the merger or stock exchange was not required (See Sections 33-11-103(h), 33-11-104 (a), and 33-11-1008(a) of the 1976 South Carolina Code of Laws, as amended). (2) [x] The Plan of Merger or Share Exchange was duly approved by shareholders of the corporation as follows:
Number of Number of Numbers of Votes Number of Undisputed Voting Outstanding Votes Entitled Represented at Shares Group Shares to be Cast the meeting For or Against - ----- ----------- -------------- ---------------- -------------------- Common 25.999,000 25,999,000 25,392,000 25,392,000 Stock
Exhibit 3.4 - Page 1 NOTE: Pursuant to Section 33-11-105(a)(3)(ii) of the 1976 South Carolina Code of Laws, as amended, the corporation can alternatively state the total number of undisputed shares cast for the amendment by each voting group together with a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group. (b) Name of the corporation: TriMedia Entertainment Group, Inc. Complete either (1) or (2), whichever is applicable: (1) [X] Shareholder approval of the merger or stock exchange was not required (See Sections 33-11-103(h), 33-11-104 (a), and 33-11-1008(a) of the 1976 South Carolina Code of Laws, as amended). (2) [ ] The Plan of Merger or Share Exchange was duly approved by shareholders of the corporation as follows:
Number of Number of Numbers of Votes Number of Undisputed Voting Outstanding Votes Entitled Represented at Shares Group Shares to be Cast the meeting For or Against - ----- ----------- -------------- ---------------- --------------------
NOTE: Pursuant to Section 33-11-105(a)(3)(ii) of the 1976 South Carolina Code of Laws, as amended, the corporation can alternatively state the total number of undisputed shares cast for the amendment by each voting group together with a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group. 4. Unless a delayed date is specified, the effective date of this document shall be the date it is accepted for filing by the Secretary of State (see Section 33-11-230(b) of the 1976 South Carolina Code of Laws): --------------------------- Date: Nov. 22, 2002 TriMedia Entertainment Group, Inc. --------------------------------------------- Name of the Surviving or Acquired Corporation /s/ Christopher Schwartz --------------------------------------------- Signature and Office Christopher Schwartz, President --------------------------------------------- Type or Print Name and Office Exhibit 3.4 - Page 2 EX-3.5 8 doc7.txt EXHIBIT 3.5 As Filed with the Secretary of State of the State of Delaware on November 22, 2002 CERTIFICATE OF MERGER MERGING US PATRIOT, INC. (A SOUTH CAROLINA CORPORATION) WITH AND INTO TRIMEDIA ENTERTAINMENT GROUP, INC. (A DELAWARE CORPORATION) Pursuant to Section 253 of the Delaware General Corporation Law, the undersigned corporations hereby execute the following Certificate of Merger: FIRST: That US Patriot, Inc. ("US Patriot") was incorporated on October 25, 2001, pursuant to the South Carolina Business Corporation Act, the provisions of which permit the merger of a corporation of another state and a corporation organized and existing under the laws of said state. SECOND: That TriMedia Entertainment Group, Inc. ("TriMedia") was incorporated on October 16, 2002, pursuant to the General Corporation Laws of the State of Delaware. THIRD: An Agreement and Plan of Merger between US Patriot and TriMedia has been approved, adopted, certified, executed and acknowledged by US Patriot and TriMedia in accordance with the laws of their respective states of incorporation. FOURTH: The name of the surviving corporation of the merger is: TriMedia Entertainment Group, Inc. FIFTH: The Certificate of Incorporation of TriMedia Entertainment Group, Inc., a Delaware corporation, shall continue in full force and effect as the Certificate of Incorporation of the surviving corporation. SIXTH: A copy of the Agreement and Plan of Merger is on file at the offices of the surviving corporation, the address of which is provided below, and a copy of the Agreement and Plan of Merger will be furnished, upon request and without any cost, to any shareholder of the constituent corporations. Exhibit 3.5 - Page 1 101 Charles Drive Bryn Mawr, PA 19010 SEVENTH: Anything herein or elsewhere to the contrary notwithstanding this merger may be terminated or abandoned by the parties at any time prior to the time that this merger is filed with the Secretary of State and becomes effective. EIGHTH: The authorized capital of US Patriot is One Hundred Million (100,000,000) shares of common stock, $0.0001 par value and Twenty Million (20,00 0,000) shares of preferred stock, $0.0001 par value. The authorized capital of TriMedia is One Hundred Million (100,000,000) shares of common stock, $0.0001 par value and Twenty Million (20,000,000) shares of preferred stock, $0.0001 par value. NINTH: This Certificate of Merger shall be effective upon the date of filing with the Secretary of State of Delaware. IN WITNESS WHEREOF, US Patriot and TriMedia have caused this Certificate of Merger to be signed as of this 22nd day of November, 2002. US PATRIOT, INC. By: /s/ Christopher Schwartz ------------------------------------------------- Christopher Schwartz, Chief Executive Officer TRIMEDIA ENTERTAINMENT GROUP, INC. By: /s/ Christopher Schwartz ------------------------------------------------- Christopher Schwartz, Chief Executive Officer Exhibit 3.5 - Page 2 -----END PRIVACY-ENHANCED MESSAGE-----