EX 3.5
(3)(e) AMENDMENT TO RESTATED ARTICLES OF INCORPORATION AMENDING ARTICLE FOUR
(INCORPORATED BY REFERENCE TO EXHIBIT 4(a) TO THE REGISTRANT'S FORM 10-K FOR THE
FISCAL YEAR ENDED JUNE 30, 1985)
FILED IN THE OFFICE OF THE SECRETARY OF STATE OF TEXAS APRIL 03, 1985 - CLERK
II-G CORPORATIONS SECTION
ARTICLES OF AMENDMENT TO THE
RESTATED ARTICLES OF INCORPORATION
OF
UNITED SERVICES ADVISORS, INC.
Pursuant to the provisions of the Texas Business Corporation Act, the
undersigned Corporation hereby adopts the following Articles of Amendment to its
Restated Articles of Incorporation.
ARTICLE I
The name of the Corporation is United Services Advisors, Inc.
ARTICLE II
The following amendments to the Restated Articles of Incorporation were
adopted by the shareholders of the Corporation on the 2nd day of April, 1985.
The amendments delete the provisions of Article Four and add new paragraphs
in substitution therefor, which provide that each outstanding share of Class A
Common Stock, par value $0.05 per share, shall be converted into one share of
Common Stock, par value $0.05 per share, provide for the authorization of a new
class of Preferred Stock and delete authorization for the Company to issue
shares of Class A Common Stock, Class B Common Stock and Series Preferred Stock.
The Restated Articles of Incorporation are hereby amended as follows:
Articles Four of the Restated Articles of Incorporation is hereby amended
by deleting said Article Four in its entirety and by substituting a new Article
Four as follows:
"ARTICLE FOUR
"1. GENERAL. The corporation is authorized to issue one class of Preferred Stock
("Preferred Stock"), and one class of Common Stock ("Common Stock"). The total
number of shares which the corporation is authorized to issue is 10,000,000
shares. The number of shares of Preferred Stock authorized is 6,000,000 and the
par value of each such share if $0.05. The number of shares of Common Stock
authorized is 4,000,000, and the par value of each such share is $0.05.
"2. PREFERRED STOCK.
"2.1 VOTING RIGHTS. Except as otherwise expressly provided by law, all
voting rights shall be in the Common Stock as provided for in paragraph 3.1
below, and none in the Preferred Stock.
"2.2 DIVIDENDS.
"(1) AMOUNT; PARTICIPATING. In any fiscal year of the corporation, the
holders of the Preferred Stock at the time outstanding shall be entitled to
receive, when and as declared by the Board of Directors of the corporation, out
of any funds legally available therefor, noncumulative cash dividends in an
aggregate amount up to 5% of the corporation's after-tax net earnings for its
prior fiscal year. In any fiscal year of the corporation, until the holders of
the Preferred Stock shall have received cash dividends aggregating 5% of the
corporation's after-tax net earnings for its prior fiscal year, no cash
dividends shall be paid to the holders of the Common Stock. In any fiscal year
of the corporation in which the holders of the Preferred Stock shall have
received cash dividends aggregating 5% of the corporation's after-tax net
earnings for its prior fiscal year, the holders of the Common Stock shall then
be entitled to receive, when and as declared by the Board of Directors, out of
any funds legally available therefor, cash dividends per share up to the amount
of cash dividends per share theretofore received during such fiscal adjustment
as provided in paragraph 2.2(4) hereof. In any fiscal year of the corporation,
when the cash dividends per share paid to the holders of the Common Stock during
such fiscal year shall be the maximum amount permitted pursuant to the preceding
sentence, such cash dividends, if any, as the Board of Directors may elect to
pay during the balance of such fiscal year, out of any funds legally available
therefor, shall be paid simultaneously on both the Preferred Stock and the
Common Stock in the same proportionate amounts per share as theretofore paid
during the fiscal year on the Preferred Stock and the Common Stock.
"(2) NONCUMULATIVE. Dividends on Preferred Stock shall be noncumulative and
no rights shall accrue to the holders of Preferred Stock in the event that, in
any fiscal year, the corporation shall fail to declare or pay dividends of up to
5% of the after-tax net earnings of the corporation for its prior fiscal year,
whether or not the earnings of the corporation for the prior fiscal year were
sufficient to pay such dividend in whole or in part.
"(3) NET EARNINGS AFTER TAXES. Net earnings after taxes for any fiscal year
shall be the amount shown as after-tax net earnings in the corporation's audited
statement of operations or audited consolidated statement of operations for the
fiscal year, as the case may be. Such audited statement of operations or audited
consolidated statement of operations shall be prepared in accordance with
generally accepted accounting principles. The amount shown as after-tax net
earnings in the audited statement of operations or audited consolidated
statement of operation shall be final and binding upon the holders of Preferred
Stock.
"(4) DIVIDEND DILUTION PROTECTION. In the event of any stock split, stock
dividend or other stock subdivision or stock combination, of or with respect to
the Common Stock of the corporation (each of the foregoing hereinafter referred
to as an "Event") but not including shares of Common Stock issued in a merger or
other business combination, then the maximum cash dividends per share payable to
the holders of shares of Common Stock pursuant to the third sentence of
paragraph 2.2(1) hereof shall be adjusted by multiplying each such per share
cash dividend amount by a fraction whose numerator shall be the number of shares
of Common Stock outstanding immediately prior to such Event and whose
denominator shall be the number of shares of Common Stock outstanding
immediately following such Event. Such adjustment shall be made at the time of
each occurrence of an Event, giving effect to all prior adjustments. Holders of
shares of Preferred Stock shall be entitled to notice of any Event within ten
(10) business days of its occurrence.
"2.3 PURCHASE. Nothing herein shall limit the right of the corporation to
purchase any of its outstanding shares of Preferred Stock in accordance with
law, by public or private transaction.
"2.4 CONVERSION RIGHTS. The shares of Preferred Stock shall be convertible
into the shares of any other class of stock of the corporation.
"2.5 LIQUIDATION PREFERENCE OVER COMMON STOCK. In the event of dissolution,
liquidation or winding up of the corporation (whether voluntary or involuntary),
after payment or provision for payment of debts but before any distribution to
the holders of shares of Common Stock, the holders of the shares of Preferred
Stock shall be entitled to receive $0.05 per share. Holders of shares of Common
Stock shall then be entitled to receive $0.05 per share. All remaining assets of
the corporation upon liquidation shall be distributed pro rata among the holders
of the shares of Preferred Stock and Common Stock. If the assets distributable
among the holders of Preferred Stock as insufficient to permit full payment to
them of $0.05 per share, the entire assets of corporation shall be distributed
prorata among the holders of the Preferred Stock. None of the following events
is a dissolution, liquidation or winding up within the meaning of this
paragraph: consolidation, merger, or reorganization of the corporation with any
other corporation or corporations, sale of all or substantially all the assets
of the corporation, or any purchase or redemption by the corporation of any of
its outstanding shares.
"3. COMMON STOCK.
"3.1 VOTING RIGHTS. The holders of shares of Common Stock shall have full
voting rights at any annual or special meeting of the shareholders and as
provided for in the Texas Business Corporation Act.
"3.2 DIVIDENDS. No cash dividends shall be declared or paid on Common Stock
in any fiscal year unless cash dividends paid during such fiscal year on
outstanding Preferred Stock shall equal at least 5% of the after-tax net
earnings of the corporation for its prior fiscal year.
"3.3 PURCHASE. No Common Stock shall be purchased by the corporation in any
fiscal year unless cash dividends shall have been paid during such fiscal year
on outstanding Preferred Stock in the amount of at least 5% of the after-tax net
earnings of the corporation for its prior fiscal year. Except as provided in the
foregoing sentence, nothing herein shall limit the right of the corporation to
purchase any of its outstanding shares of Common Stock in accordance with law,
by public or private transaction.
"4. DENIAL OF PREEMPTIVE RIGHTS. No holder of shares of any class of the
corporation, Preferred Stock or Common Stock, shall have any preemptive right to
subscribe for or acquire additional shares of the corporation of the same or any
other class, whether such shares shall be hereby or hereafter authorized; and no
holder of shares of any class of the corporation shall have any right to acquire
any shares which may be held in the treasury of the corporation. All such
additional or treasury shares may be sold for such consideration, at such time,
and to such person or persons as the Board of Directors may from time to time
determine."
"5. CLASS A COMMON STOCK INTO COMMON STOCK. Each outstanding share of Class A
Common Stock, par value $0.05 per share, shall become one share of Common Stock,
par value $0.05 per share, effective upon the issuance by the Secretary of State
of the State of Texas of the Certificate of Amendment to the Restated Articles
of Incorporation wherein this Article Four becomes part of the Restated Articles
of Incorporation, as amended, of the corporation.
ARTICLE III
Each such amendment made by these Articles of Amendment to the Restated
Articles of Incorporation has been effected in conformity with the provisions of
the Texas Business Corporation Act, and such amendments were duly adopted by the
shareholders of the Corporation on April 2, 1985.
ARTICLE IV
The number of shares entitled to vote on the amendments made by these
Articles of Amendment to the Restated Articles of Incorporation, the same
constituting all of the outstandingm shares of the Corporation, was 2,159,516
shares of Class C Common Stock. The number of shares of Class A Common Stock
which voted for such amendment was 2,640,744, and the number of shares of Class
A Common Stock which voted against such amendment was 296.
ARTICLE V
Any exchange, reclassification or cancellation of issued shares provided
for in the amendments shall be effected in the following manner:
Each outstanding share of Class A Common Stock, of par value of $0.05 per
share, shall be come one (1) share of Common Stock, par value $0.05 per
share, effective upon the issuance by the Secretary of State of the State
of Texas of the Certificate of Amendment to the Restated Articles of
Incorporation, whereupon each outstanding certificate which, prior to the
time of issuance of such Certificate of Amendment to the Restated Articles
of Incorporation, represented shares of Class A Common Stock, par value
$0.05 per share, shall evidence for all purposes the same number of shares
of Common Stock, par value $0.05 per share, of the Corporation.
ARTICLE VI
The amendments do not effect a change in the amount of stated capital.
IN WITNESS WHEREOF, we have hereunto set our hands this the 2nd day of
April, 1985.
UNITED SERVICES ADVISORS, INC.
BY: /S/ CLARK AYLSWORTH
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Clark Aylsworth, President
BY: /S/ MARY JANE WEBER
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Mary Jane Weber, Secretary
State of Texas
County of Bexar
Before me, a Notary Public, on this day personally appeared CLARK AYLSWORTH
and MARY JANE WEBER, known to me to be the persons whose names are subscribed to
the foregoing document, and being by me first duly sworn, declared that the
statements therein contained are true and correct.
Given under my hand and seal of office this 2nd day of April, 1985
/S/ JANE M. VARLEY
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Notary Public, State of Texas
My Commission Expires: