TARGET MARKET MEDIA
PUBLICATIONS, INC.
ARTICLES OF INCORPORATION OF TARGET MARKET MEDIA PUBLICATIONS, INC., an Arizona Corporation
The undersigned incorporator, desiring to form a corporation pursuant to the laws of the State of Arizona, adopts the following Articles of Incorporation for such corporation:
ARTICLE I NAME The name of the Corporation is Target Market Media Publications, Inc., an Arizona Corporation.
ARTICLE II PURPOSE The purpose for which the Corporation is organized is the transaction of any and all lawful business for which corporations may be incorporated under the laws of the State of Arizona, as the same may be amended from time to time.
ARTICLE III INITIAL BUSINESS The character of business that the Corporation initially intends to actually conduct in this state is to publish, market and distribute magazines and other media.
ARTICLE IV AUTHORIZED CAPITAL The Corporation shall have authority to issue 1,000,000 shares of Common Stock, $0.01 par value and 1,000,000 shares of Preferred Stock, $1.00 par value, which may be issued in one or more series at the discretion of the Board of Directors. In establishing a series, the Board of Directors shall give to it a distinctive designation so as to distinguish it from the shares of all other series and classes, shall fix the number of shares in such series, and the preferences, rights and restrictions thereof. All shares of any one series shall be alike in every particular except as otherwise provided by these Articles of Incorporation or the Arizona Revised Statutes. The rights, preferences, privileges, restrictions and other matters relating to the initial series of the Preferred Stock are as follows: 1. Establishment and Designation of Series. There is hereby established a series of preferred stock designated “Series A Non-Voting Preferred Stock” (the “Preferred Stock”), to consist of an aggregate of Five Hundred Thousand (500,000) shares, with $1.00 par value, and to have the preferences, limitations and relative rights as set forth herein, all in preference to the holders of any other stock of the Company (the “Junior Stock”). 2. Dividends. Dividends, in cash or property, may be declared on the Preferred Stock from time to time, without shareholder approval, on a pro rata basis to the holders of the Preferred Stock, from and to the extent of the capital surplus of the Corporation. 3. Voting Rights. Except as otherwise provided herein or by contract, or as required by law, the Preferred Stock shall be non-voting stock. However, the Company may not amend, alter, waive or repeal any provisions of the Articles of Incorporation or any Certificate of Designation which would have a material adverse effect on the rights, privileges or preferences granted to the Preferred Stock without the vote or written consent of the holders of at least fifty percent (50%) of the outstanding affected shares. 4. Liquidation Rights. (a) Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Junior Stock and Preferred Stock. (b) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the shareholders of the Company immediately prior to such consolidation, merger or reorganization, own less than 50% of the Company’s voting power immediately after such consolidation, merger or reorganization, or any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company’s voting power is transferred, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an “Acquisition”); (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company (an “Asset Transfer”); or (iii) a sale or exclusive licensing of all or substantially all of the intellectual property assets of the Company (other than in the ordinary course of business). (c) In the event of any liquidation event described in Section 4(b), if the consideration received by the Company is other than cash, its value will be deemed its fair market value as determined in good faith by the Board. Any securities shall be valued as follows: (i) Securities not subject to investment letter or other similar restrictions on free marketability covered by subsection (c)(ii) below: (A) If traded on a securities exchange the value shall be deemed to be the average closing price of the securities on such quotation system for the ten days prior to and including the date of closing; (B) If actively traded over-the-counter, the value shall be deemed to be the closing bid or sale price (whichever is applicable) as of the date of closing; and (C) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board. (ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a shareholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in subsections (c)(i)(A), (B) or (C) to reflect the approximate fair market value thereof, as determined by the Board. 5. Conversion. The holders of the Preferred Stock shall have the following rights with respect to the conversion of the Preferred Stock into shares of Common Stock (the “Conversion Rights”): (a) Optional Conversion. Subject to and in compliance with the provisions of this Section 5, any shares of Preferred Stock may, at the option of the holder, be converted at any time into fully-paid and nonassessable shares of Common Stock. The number of shares of Common Stock to which a holder of Preferred Stock shall be entitled upon conversion shall be one (1) share of Common Stock for each share of Preferred Stock being converted (the “Preferred Stock Conversion Rate”). Such initial Preferred Stock Conversion Rate shall be adjusted from time to time in accordance with this Section 5. (b) Mechanics of Conversion. Each holder of Preferred Stock who desires to convert the same into shares of Common Stock pursuant to this Section 5 shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or any transfer agent for the Preferred Stock, and shall give written notice to the Company at such office that such holder elects to convert the same. Such notice shall state the number of shares of Preferred Stock being converted. Thereupon, the Company shall promptly issue and deliver at such office to such holder a certificate or certificates for the number of shares of Common Stock to which such holder is entitled and shall promptly pay (i) in cash or, to the extent sufficient funds are not then legally available therefor, in Common Stock (at the Common Stock’s fair market value determined by the Board in good faith as of the date of such conversion), any declared and unpaid dividends on the shares of Preferred Stock being converted and (ii) in cash (at the Common Stock’s fair market value determined by the Board in good faith as of the date of conversion) the value of any fractional share of Common Stock otherwise issuable to any holder of Preferred Stock. Such conversion shall be deemed to have been made at the close of business on the date of such surrender of the certificates representing the shares of Preferred Stock to be converted, and the person entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Common Stock on such date. (c) Adjustment for Stock Splits and Combinations. If the Company shall at any time or from time to time after the filing date of these Articles of Incorporation (the “Original Issue Date”) effect a subdivision of the outstanding Common Stock without a corresponding subdivision of the Preferred Stock, the Preferred Stock Conversion Rate in effect immediately before that subdivision shall be proportionately adjusted. Conversely, if the Company shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock into a smaller number of shares without a corresponding combination of the Preferred Stock, the Preferred Stock Conversion Rate in effect immediately before the combination shall be proportionately adjusted. Any adjustment under this Section 5(e) shall become effective at the close of business on the date the subdivision or combination becomes effective. (d) Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date, the Common Stock issuable upon the conversion of the Preferred Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition or Asset Transfer as defined in Section 4(b) or a subdivision or combination of shares or stock dividend or a reorganization, merger, consolidation or sale of assets provided for elsewhere in this Section 5), in any such event each holder of Preferred Stock shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Preferred Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof. (e) Reorganizations, Mergers or Consolidations/ If at any time or from time to time after the Original Issue Date, there is a capital reorganization of the Common Stock or the merger or consolidation of the Company with or into another corporation or another entity or person (other than an Acquisition or Asset Transfer as defined in Section 4(b) or a recapitalization, subdivision, combination, reclassification, exchange or substitution of shares provided for elsewhere in this Section 5), as a part of such capital reorganization, provision shall be made so that the holders of the Preferred Stock shall thereafter be entitled to receive upon conversion of the Preferred Stock the number of shares of stock or other securities or property of the Company to which a holder of the number of shares of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, subject to adjustment in respect of such stock or securities by the terms thereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5 with respect to the rights of the holders of Preferred Stock after the capital reorganization to the end that the provisions of this Section 5 (including adjustment of the Preferred Stock Conversion Rate then in effect and the number of shares issuable upon conversion of the Preferred Stock) shall be applicable after that event and be as nearly equivalent as practicable. (f) Certificate of Adjustment. In each case of an adjustment or readjustment of the Preferred Stock Conversion Rate or the number of shares of Common Stock or other securities issuable upon conversion of the Preferred Stock, if the Preferred Stock is then convertible pursuant to this Section 5, the Company, at its expense, shall compute such adjustment or readjustment in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall mail such certificate, by first class mail, postage prepaid, to each registered holder of Preferred Stock at the holder’s address as shown in the Company’s books. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (i) the Preferred Stock Conversion Rate at the time in effect, and (ii) the type and amount, if any, of other property which at the time would be received upon conversion of the Preferred Stock. (g) Notices of Record Date. Upon (i) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or (ii) any Acquisition (as defined in Section 4(b)) or other capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, any merger or consolidation of the Company with or into any other corporation, or any Asset Transfer (as defined in Section 4(b)), or any voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall mail to each holder of Preferred Stock at least ten (10) days prior to the record date specified therein (or such shorter period approved by a majority of the outstanding Preferred Stock) a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the date on which any such Acquisition, reorganization, reclassification, transfer, consolidation, merger, Asset Transfer, dissolution, liquidation or winding up is expected to become effective, and (C) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such Acquisition, reorganization, reclassification, transfer, consolidation, merger, Asset Transfer, dissolution, liquidation or winding up. (h) Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. All shares of Common Stock (including fractions thereof) issuable upon conversion of more than one share of Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of any fractional share, the Company shall, in lieu of issuing any fractional share, pay cash equal to the product of such fraction multiplied by the Common Stock’s fair market value (as determined by the Board) on the date of conversion. (i) Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Preferred Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Preferred Stock, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. (j) Notices. Any notice required by the provisions of this Section 5 shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with verification of receipt. All notices shall be addressed to each holder of record at the address of such holder appearing on the books of the Company. (k) Payment of Taxes. The Company will pay all taxes (other than taxes based upon income) and other governmental charges that may be imposed with respect to the issue or delivery of shares of Common Stock upon conversion of shares of Preferred Stock, excluding any tax or other charge imposed in connection with any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the shares of Preferred Stock so converted were registered. (l) No Dilution or Impairment. Without the consent of the holders of then outstanding Preferred Stock to the extent required under Section 3, the Company shall not amend its Articles of Incorporation or participate in any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or take any other voluntary action, for the purpose of avoiding or seeking to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but shall at all times in good faith assist in carrying out all such action as may be reasonably necessary or appropriate in order to protect the conversion rights of the holders of the Preferred Stock against dilution or other impairment. 6. No Reissuance of Preferred Stock. No share or shares of Preferred Stock acquired by the Company by reason of redemption, purchase, conversion or otherwise shall be reissued. 7. Stock Fully Paid. All shares of Common Stock that may be issued upon conversion of the Preferred Stock will, upon issuance, be fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof (other than restrictions under federal and state securities laws).
ARTICLE V STOCK RIGHTS AND OPTIONS The Corporation shall have authority, as provided under the laws of the State of Arizona, to create and issue rights and options entitling the holders thereof to purchase shares of stock of the Corporation.
ARTICLE VI ACQUISITION AND DISPOSITION OF STOCK BY THE CORPORATION The Corporation shall have authority to purchase, take, receive or otherwise acquire, hold, pledge, transfer or otherwise dispose of shares of its own stock. The Corporation’s purchase of shares of its own stock may be made from, and to the extent of, the unreserved and unrestricted earned and capital surplus of the Corporation, as provided under the laws of the State of Arizona
ARTICLE VII DISTRIBUTIONS FROM CAPITAL SURPLUS The Board of Directors may from time to time, without shareholder approval, distribute on a pro rata basis to the shareholders, from and to the extent of the capital surplus of the Corporation, a portion of the Corporation’s assets, in cash or property.
ARTICLE VIII STATUTORY AGENT The name and address of the Corporation’s initial statutory agent is Stephen R. Boatwright, c/o Keller Rohrback, P.L.C., 3101 North Central Avenue, Suite 1400, Phoenix, AZ 85012.
ARTICLE IX KNOWN PLACE OF BUSINESS The address of the Corporation’s known place of business is 21001 N. Tatum Blvd., Suite 1630-261, Phoenix, AZ 85050.
ARTICLE X INITIAL BOARD OF DIRECTORS The initial Board of Directors shall consist of one (1) Director. The name and address of each person who shall serve as a Director until the first annual meeting of shareholders, or until his successor is elected and qualified, is: Name: Robert Minniti, Address: 21001 N. Tatum Blvd. Suite 1630-261, Phoenix, AZ 85050. The number of Directors may be increased or decreased from time to time in the manner provided in the Bylaws of the Corporation. The officers of the Corporation shall be a Chairman of the Board, President, Secretary and Treasurer, and such other officers as the Board of Directors may appoint. The above-specified officers shall be elected annually by the Board of Directors. As of the date of these Articles of Incorporation and subject to the terms of these Articles of Incorporation and the By-Laws of the Corporation, the initial officers and their respective positions shall be: Chairman of the Board, President, Secretary & Treasurer: Robert Minniti, 21001 N. Tatum Blvd., Suite 1630-261, Phoenix, AZ 85050.
ARTICLE XI INDEMNIFICATION (a) Right to Indemnification. The Corporation shall indemnify any person against expenses, including without limitation, attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred 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, management committee member, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, in all circumstances in which, and to the extent that, such indemnification is permitted and provided for by the laws of the State of Arizona as then in effect. (b) Indemnification Procedures. Subject to applicable Arizona law in effect at the time an indemnification demand is made, this paragraph (b) shall govern procedures for making claims for indemnification under this Article. If a claim under paragraph (a) of this section is not paid in full by the Corporation within thirty (30) days after written demand is received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If a claimant is successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses, the claimant shall be entitled to payment of expenses for prosecuting or defending such suit. Failure of claimant to satisfy any applicable standard for indemnification under the laws of the State of Arizona shall be a defense to an indemnification claim. The Corporation shall be entitled to recover expenses, upon a final adjudication that the claimant has failed to satisfy applicable indemnification standards under the laws of the State of Arizona. A determination or lack thereof by the Corporation as to whether or not the claimant has satisfied the applicable indemnification standards shall not create a presumption in any suit for indemnification or to recover advancements.
ARTICLE XII LIMITATION OF DIRECTOR LIABILITY No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided, however, that this Article XII shall not eliminate or limit the liability of a director to the extent provided by applicable law for (i) any breach of the director’s duty of loyalty to the Corporation or its Shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; (iii) authorizing the unlawful payment of any dividend or other distribution on the Corporation’s capital stock or the unlawful payment of stock; (iv) any transaction from which the director derived an improper personal benefit; or (v) a violation of Section 10-041 of the Arizona Revised Statutes. The limitation of liability provided herein shall continue after a director has ceased to occupy such position as to acts or omissions occurring during such director’s term or terms of office, and no amendment or repeal of this Article XII shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
ARTICLE XIII INCORPORATORS The name and address of each incorporator is: Name: Stephen R. Boatwright, Address: 3101 North Central Avenue Suite 1400, Phoenix, AZ 85012. All powers, duties and responsibilities of the incorporator shall cease upon filing of these Articles of Incorporation by the Arizona Corporation Commission.
DATED: December 9th, 2010. /s/ Stephen R. Boatwright, Incorporator. ACCEPTANCE OF STATUTORY AGENT FOR Target Market Media Publications, Inc., an Arizona Corporation, Stephen R. Boatwright, having been designated to act as statutory agent, hereby consents to act in that capacity until he is removed, or submits his resignation, in accordance with applicable law. DATED: December 9th, 2010. /s/ Stephen R. Boatwright.
1/21, 1/28, 2/4, 2011 editions Arizona Capitol Times
