CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
TENNEY ENGINEERING, INC.
A. The name of the corporation is:
TENNEY ENGINEERING, INC.
B. The Board of Directors of the Corporation duly adopted a
resolution and preamble as follows:
" WHEREAS the Certificate of Incorporation provides that
the Corporation is authorized to issue Fifty million (50,000,000)
shares of Common Stock, par value $.01 per share and that such
shares may be issued in series at the discretion of the Board of
Directors without further action by the shareholders and the Board
of Directors has resolved to create two series of Common Stock to
be known as Series A Common Stock and Series B Common Stock and to
fix the number of shares constituting each series, the voting and
other rights of each such series.
"RESOLVED that Article Fourth (a) of the Certificate of
Incorporation of the Corporation is hereby deleted and a substitute
Article Fourth (a) is adopted as follows:
" '(a) Fifty million (50,000,000) shares of common stock, par
value $.01 each of which Ten Million (10,000,000) shares initially
shall be designated Series A Common Stock ("Series A Common
Stock"), and Forty Million (40,000,000) shares shall be designated
Series B Common Stock ("Series B Common Stock" and, together with
the Series A Common Stock, the "Common Stock"). The number of
shares designated as Series A Common Stock or Series B Common Stock
may be increased or decreased, from time to time, by resolution or
resolutions adopted by the Board of Directors. The powers,
preferences and rights, and the qualifications, limitations and
restrictions of the Series A Common Stock and Series B Common Stock
are as follows:
" '(1) Voting. At each annual or special meeting of
stockholders, in the case of any written consent of
stockholders in lieu of a meeting and for all other purposes,
each holder of record of shares of Series A Common Stock on
the relevant record date shall be entitled to ten (10) votes
for each share of Series A Common Stock standing in such
person's name on the stock transfer records of the
Corporation, and each holder of record of Series B Common
Stock on the relevant record date shall be entitled to one (1)
vote for each share of Series B Common Stock standing in such
person's name on the stock transfer records of the
Corporation. Except as otherwise required by law and subject
to the rights of holders of any series of Preferred Stock of
the Corporation that may be issued from time to time, the
holders of shares of Series A Common Stock and of shares of
Series B Common Stock shall vote as a single class on all
matters with respect to which a vote of the stockholders of
the Corporation is required under applicable law, the
Certificate of Incorporation, or the By-Laws of the
Corporation, or on which a vote of stockholders is otherwise
duly called for by the Corporation, including, but not limited
to, the election of directors, matters concerning the sale,
lease or exchange of all or substantially all of the property
and assets of the Corporation, mergers or consolidations with
another entity or entities, dissolution of the Corporation and
amendments to the Certificate of Incorporation of the
Corporation. Whenever applicable law, the Certificate of
Incorporation of the Corporation or the By-Laws of the
Corporation provide for the necessity of an affirmative vote
of the stockholders entitled to cast at least a majority (or
any other greater percentage) of the votes which ll
stockholders are entitled to cast thereon, or a"majority (or
any other greater percentage) of the voting stock," or
language of similar effect, any and all such language shall
mean that the holders of shares of Series A Common Stock and
the holders of shares of Series B Common Stock shall vote as
one class.
" '(2) Dividends; Stock Splits. Subject to the rights
of the holders of shares of any series of Preferred Stock, and
subject to any other provisions of the Certificate of
Incorporation of the Corporation, holders of shares of Series
A Common Stock and shares of Series B Common Stock shall be
entitled to receive such dividends and other distributions in
cash, stock or property of the Corporation as may be declared
thereon by the Board from time to time out of assets or funds
of the Corporation legally available therefor. If at any time
a dividend or other distribution in cash or other property
(other than dividends or other distributions payable in shares
of Common Stock or other voting securities or options or
warrants to purchase shares of Common Stock or other voting
securities or securities convertible into or exchangeable for
shares of Common Stock or other voting securities) is paid on
the shares of Series A Common Stock or shares of Series B
Common Stock, a like dividend or other distribution in cash or
other property shall also be paid on shares of Series B Common
Stock or shares of Series A Common Stock, as the case may be,
in an equal amount per share. If at any time a dividend or
other distribution payable in shares of Common Stock or
options or warrants to purchase shares of Common Stock or
securities convertible into or exchangeable for shares of
Common Stock is paid on shares of Series A Common Stock or
Series B Common Stock, (after shares of both Series are
outstanding) a like dividend or other distribution shall also
be paid on shares of Series B Common Stock or Series A Common
Stock, as the case may be, in an equal amount per share;
provided that, for this purpose, if shares of Series A Common
Stock or other voting securities, or options or warrants to
purchase shares of Series A Common Stock or other voting
securities or securities convertible into or exchangeable for
shares of Series A Common Stock or other voting securities,
are paid on shares of Series A Common Stock, and shares of
Series B Common Stock or voting securities identical to the
other securities paid on the shares of Series A Common Stock
(except that the voting securities paid on the Series A Common
Stock may have ten (10) times the number of votes per share as
the other voting securities to be received by the holders of
the Series B Common Stock) or options or warrants to purchase
shares of Series B Common Stock or such other voting
securities or securities convertible into or exchangeable for
shares of Series B Common Stock or such other voting
securities, are paid on shares of Series B Common Stock, in an
equal amount per share of Series A Common Stock and Series B
Common Stock, such dividend or other distribution shall be
deemed to be a like dividend or other distribution. In the
case of any split, subdivision, combination or
reclassification of shares of Series A Common Stock or Series
B Common Stock, the shares of Series B Common Stock or Series
A Common Stock, as the case may be, shall be split,
subdivided, combined or reclassified so that the number of
shares of Series A Common Stock and Series B Common Stock
outstanding immediately following such split, subdivision,
combination or reclassification shall bear the same
relationship to each other as did the number of shares of
Series A Common Stock and Series B Common Stock outstanding
immediately prior to such split, subdivision, combination or
reclassification.
" '(3) Liquidation, Dissolution, etc. In the event of
any liquidation, dissolution or winding up (either voluntary
or involuntary) of the Corporation, the holders of shares of
Series A Common Stock and the holders of shares of Series B
Common Stock shall be entitled to receive the assets and funds
of the Corporation available for distribution, after payments
to creditors and to the holders of any Preferred Stock of the
Corporation that may at the time be outstanding, in proportion
to the number of shares held by them, respectively, without
regard to class.
" '(4) Mergers, etc. In the event of any corporate
merger, consolidation, purchase or acquisition of property or
stock, or other reorganization in which any consideration is
to be received by the holders of shares of Series A Common
Stock or the holders of shares of Series B Common Stock, the
holders of shares of Series A Common Stock and the holders of
shares of Series B Common Stock shall receive the same
consideration on a per share basis; provided that, if such
consideration shall consist in any part of voting securities
(or of options or warrants to purchase, or of securities
convertible into or exchangeable for, voting securities), the
holders of shares of Series A Common Stock may receive, on a
per share basis, voting securities with ten (10) times the
number of votes per share as those voting securities to be
received by the holders of shares of Series B Common Stock (or
options or warrants to purchase, or securities convertible
into or exchangeable for, voting securities with ten (10)
times the number of votes per share as those voting securities
issuable upon exercise of the options or warrants to be
received by the holders of the shares of Series B Common
Stock, or into which the convertible or exchangeable
securities to be received by the holders of the shares of
Series B Common Stock may be converted or exchanged.
" '5. Rights Otherwise Identical. Except as expressly
set forth herein, the rights of the holders of Series A Common
Stock and the rights of the holders of Series B Common Stock
shall be in all respects identical.'
"RESOLVED, that this Amendment of the Certificate of
Incorporation shall be effective on the later of 5:00 p.m., eastern
daylight saving time on April 10, 1997 or on the date of filing
with the Secretary of State of New Jersey (the "Effective Time").
"RESOLVED, that at the Effective time, each share of Common
Stock of the Corporation, par value $.01 per share (the "Old Common
Stock") issued immediately prior to the Effective Time shall be
automatically reclassified as a share of Series B Common Stock.
Promptly after such effectiveness, each record holder of a
certificate that, immediately prior to such effectiveness,
represented common stock of the Corporation, par value $.01 per
share, shall be entitled to receive in exchange for such
certificate, upon surrender of such certificate to the Corporation,
a certificate for the number of shares of Series B Common Stock to
which such holder is entitled as a result of the changes in the
common stock effective by the preceding sentence (the
"Reclassification"). Until surrendered and exchanged in accordance
herewith, each certificate that, immediately prior to such
effectiveness, represented Old Common Stock shall represent a like
number of shares of Series B Common Stock to which the holder is
entitled as a result of the Reclassification."
C. The foregoing resolutions were duly adopted by the Board
of Directors of the Corporation on March 11, 1997, pursuant to
Section 14A:7-2(2) of the New Jersey Business Corporation Act.
D. The Certificate of Incorporation is amended so that the
designation and number of shares of each class and series acted
upon in the resolution, and the relative rights, preferences, and
limitations of each such class and series, are as stated in the
resolution.
IN WITNESS WHEREOF, Tenney Engineering, Inc. has caused this
Certificate of Amendment to be signed by its President this 11th
day of March, 1997.
TENNEY ENGINEERING, INC.
By: s/Robert S. Schiffman
ROBERT S. SCHIFFMAN, PRESIDENT