CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
CREATIVE TECHNOLOGIES CORP.
(Pursuant to Section 805 of the Business Corporation Law)
1. The name of the corporation is Creative Technologies
Corp. The name under which it was formed is Creative
Technologies Corp.
2. The date its certificate of incorporation was filed by
the Department of State is January 2, 1985.
3. The certificate of incorporation is hereby amended by
adding the following new Article Thirteenth, which states the
number, designation, relative rights, preferences, and
limitations which have been fixed by resolution of the
corporation's Board of Directors for shares of the 1997 Series A
12% Preferred Stock:
"ARTICLE THIRTEENTH: There is hereby created a
series of the Preferred Stock of this corporation to
consist of 4,000 of the 5,000,000 shares of Preferred
Stock, $.01 par value per share, which this corporation
now has authority to issue.
1. The distinctive designation of the series
shall be "1997 Series A 12% Preferred Stock"; the
number of shares of 1997 Series A 12% Preferred Stock
shall be 4,000.
2. (a) The holders of the 1997 Series A 12%
Preferred Stock in preference to the holders of Junior
Stock (as hereinafter defined) shall be entitled to
receive cash dividends at the rate of $120 per annum
per share, but only out of funds legally available
therefor. Dividends for each holder shall accrue from
the date on which the Company issues the shares, and
shall be payable in quarterly installments on the first
day of July, October, January and April of each year.
(b) Dividends on the 1997 Series A 12%
Preferred Stock shall be cumulative. Accordingly, so
long as any of the Series A 12% Preferred Stock remains
outstanding, no dividends whatever shall be paid or
declared, nor shall any distribution be made, on any
Junior Stock, other than a dividend or distribution
payable in Junior Stock or rights or warrants to
purchase Junior Stock, unless all dividends on the 1997
Series A 12% Preferred Stock for all past dividend
periods shall have been paid and the full dividends
thereon for the then current dividend period shall have
been paid or declared and a sum sufficient for the
payment thereof set apart.
3. The 1997 Series A 12% Preferred Stock shall
be preferred as to assets over the Junior stock so
that, in the event of the voluntary or involuntary
liquidation, dissolution or winding up of this
corporation, the holders of 1997 Series A 12% Preferred
Stock shall be entitled to have set apart for them or
to be paid out of the assets of this corporation (after
provision for the holders of Senior Stock), before any
distribution is made to or set apart for the holders of
Junior Stock, an amount in cash equal to, and in no
event more than, $1,000 per share of 1997 Series A 12%
Preferred Stock, plus all accrued and unpaid dividends
thereon. If, upon such liquidation, dissolution or
winding-up of this corporation, the assets of this
corporation available for distribution to the holders
of its stock shall (after provision for the holders of
Senior Stock) be insufficient to permit the
distribution in full of the amounts receivable as
aforesaid by the holders of 1997 Series A 12% Preferred
Stock, then all such assets of this corporation shall
be distributed ratably among the holders of 1997 Series
A 12% Preferred Stock in proportion to the amounts
which each would have been entitled to receive if such
assets were sufficient to permit distribution in full
as aforesaid. Neither the consolidation nor merger of
this corporation nor the sale, lease or transfer by
this corporation of all or any part of its assets shall
be deemed to be a liquidation, dissolution or
winding-up of this corporation for the purposes of this
paragraph 3.
4. (a) This corporation shall be obligated to
redeem all of the Series A 12% Preferred Stock, but
only out of funds legally available therefor, on the
later of Twenty years from its issuance or October 1,
2017, at a redemption price equal to $1,000 per share,
plus all accrued and unpaid dividends thereon.
5. (a) The holders of the Series A 12%
Preferred Stock shall have no voting rights except as
expressly provided by law and unless and so long as the
dividends are in arrears in excess of one year.
6. The term "Junior Stock" shall mean the Common
Stock and those series of Preferred Stock which, by the
terms of the Certificate of Incorporation or of the
instrument by which the Board of Directors, acting pursuant
to authority granted in the Certificate of Incorporation,
shall spacificaly designate that the special rights and
limitations of each such class of stock and series of
Preferred Stock shall be subordinate to the 1997 Series A
12% Preferred Stock in respect of the right of the holders
thereof to receive dividends or to participate in the assets
of this corporation distributable to stockholders upon any
liquidation, dissolution or winding up of this corporation."
4. This amendment was adopted by the Board of Directors
under the authority of Section 502 of the Business Corporation
law.
IN WITNESS WHEREOF, we hereunto sign our names and affirm
that the statements made herein are true under penalties of
perjury this 26th day of September, l997.
CREATIVE TECHNOLOGIES CORP.
By:/s/ Richard Helfman
Richard Helfman, President
By:/s/ David Selengut
David Selengut, Secretary