Restated Certificate of Incorporation-Page
AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF
Arnox Corporation
Arnox Corporation. (the "Corporation"), pursuant to the
requirements of the General Corporation Law of the State of
Delaware, as amended ("GCLD"), hereby certifies:
1. The Amendment to the Certificate of Incorporation set forth
herein was duly adopted in a resolution of the Corporation's
Board of Directors, submitted to the Corporation's stockholders
for their approval, and approved by a majority vote of the
Corporation's stockholders at a meeting called, noticed and held
on the 7th day of July 1997.
2. The number of shares of the Corporation outstanding at the
time of such adoption and the number of shares entitled to vote
thereon was THREE MILLION, FOUR HUNDRED THIRTY-NINE THOUSAND TWO
HUNDRED FORTY-SEVEN (3,439,247) shares of common stock (the
"Common Stock"). The holders of ONE MILLION, NINE HUNDRED FORTY-
NINE THOUSAND EIGHTY-THREE (1,949,083 shares) of Common Stock
were present at the meeting in person or by proxy and each of the
amendments set forth herein was approved by the holders of a
majority of the Corporations' issued and outstanding shares of
Common Stock.
3. The effective date and time of the Certificate of Amendment
shall be 5 p.m. EST on March 31, 1999.
4. The provisions of the original Certificate of Incorporation
and all subsequent amendments thereto are hereby superseded by
the following amendments:
ARTICLE I
NAME
The name of the Corporation shall be Telemetrix Inc.
ARTICLE IV
AUTHORIZED CAPITAL
The Corporation shall be authorized to issue a total of
Thirty Million (30,000,000) shares of capital stock which shall
be subdivided into classes as follows:
(a)Twenty-five Million (25,000,000) shares of the Corporation's
capital stock shall be denominated as Common Stock, have a
par value of $.001 per share, and have the rights, powers and
preferences set forth in this paragraph. The Holders of
Common Stock shall share ratably, with all other classes of
common equity, in any dividends that may, from time to time,
be declared by the Board of Directors. No dividends may be
paid with respect to Corporation's Common Stock, however,
until dividend distributions to the holders of Preferred
Stock, if any, have been paid in accordance with the
certificate or certificates of designation relating to such
Preferred Stock. The holders of Common Stock shall share
ratably, with all other classes of common equity, in any
assets of the Corporation that are available for distribution
to the holders of common equity securities of the Corporation
upon the dissolution or liquidation of the Corporation. The
holders of Common Stock shall be entitled to cast one vote
per share on all matters that are submitted for a vote of the
stockholders. Effective at 5:00 p.m. EST on March 31, 1999,
and without any further action by the holders the Common
Stock of the Corporation, the THREE MILLION, FOUR HUNDRED
THIRTY-NINE THOUSAND TWO HUNDRED FORTY-SEVEN (3,439,247)
issued and outstanding shares of the Corporation's Common
Stock shall consolidated or "reverse split" in the ratio of 1
new share for every 11.5 shares currently held by a
stockholder so that the total issued and outstanding capital
stock of the Corporation shall consist of THREE HUNDRED
TWENTY THOUSAND (320,000) shares, more or less. No fractional
shares shall be issued in connection with the reverse split
and all calculations that would result in the issuance of a
fractional share shall be rounded up to the nearest whole
number. In addition, no stockholder who was the beneficial
owner of at least 100 shares on the date of this Amendment
shall receive fewer than 100 shares of the $.001 par value
Common Stock of the Corporation in connection with the
implementation of the reverse split and all calculations that
would result in the issuance of fewer than 100 shares of
Common Stock to such a stockholder shall be rounded up to 100
shares.
(b)Five Million (5,000,000) shares of the Corporation's
authorized capital stock shall be denominated as Preferred
Stock, par value of $.001 per share. Shares of Preferred
Stock may be issued from time to time in one or more series
as the Board of Directors, by resolution or resolutions, may
from time to time determine, each of said series to be
distinctively designated. The voting powers, preferences and
relative, participating, optional and other special rights,
and the qualifications, limitations or restrictions thereof,
if any, of each such series of Preferred Stock may differ
from those of any and all other series of Preferred Stock at
any time outstanding, and the Board of Directors is hereby
expressly granted authority to fix or alter, by resolution or
resolutions, the designation, number, voting powers,
preferences and relative, participating, optional and other
special rights, and the qualifications, limitations and
restrictions thereof, of each such series of Preferred Stock.
Dated March 22, 1999. ARNOX CORPORATION
By:
Sally A. Fonner,
President and Sole
Director