EXHIBIT 3.5
STATE OF DELAWARE
OFFICE OF SECRETARY OF STATE
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I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF
DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE CERTIFICATE OF STOCK DESIGNATION OF DOCUCON, INCORPORATED FILED IN
THIS OFFICE ON THE THIRTIETH DAY OF MAY, A.D.
1990, AT 4:30 O'CLOCK P.M.
: : : : : : : : : : : : : : : : : : :
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Michael Harkins, Secretary of State
AUTHENTICATION: :2673386
DATE: 05/31/1990
CERTIFICATION OF DESIGNATION
PREFERENCES OF SERIES A CONVERTIBLE PREFERRED
STOCK OF DOCUCON, INCORPORATED
The undersigned, Edward P. Gistaro and S. E. Faye, do hereby certify:
A. That said Edward P. Gistaro is, and at all times herein
mentioned was, the duly elected and acting President and Chief Executive Officer
of Docucon, Incorporated a Delaware corporation (the "Company"), and that said
Stanley E. Faye, is, and at all times herein mentioned was, the duly elected and
acting Assistant Secretary of the Company.
B. That by the unanimous written consent of the Board of
Directors dated May 22, 1990, the following preamble and resolutions were duly
adopted and remain in effect:
WHEREAS, the Board of Directors of the Company is
authorized, within the limitations and restrictions stated in the Certificate of
Incorporation, to fix by resolution or resolutions the designation of each
series of Preferred Stock and the powers, preferences and relative
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, including, without limiting the generality of the
foregoing, such provisions as may be desired concerning voting, redemption
dividends, dissolution or the distribution of assets, conversion or exchange,
and such other subject or matters as may be fixed by resolution or resolutions
of the Board of Directors under the General Corporation Law of Delaware, and
WHEREAS, it is the desire of the Board of Directors
of the Company, pursuant to its authority as aforesaid, to fix the terms of the
series of Preferred Stock and the number shares constituting such series:
NOW, THEREFORE, BE IT RESOLVED:
(1) Designation.
The Board of Directors does hereby provide for the
issue of a series of Preferred Stock of the Company, to be designated and known
as Series A Convertible Preferred Stock (the "Convertible Preferred Stock").
(2) Number of Shares.
The number of shares constituting the Convertible
Preferred Stock be and the same is hereby fixed at sixty (60).
(3) Allocation to Capital.
The amount to be represented in capital at all times
in respect of each share of Convertible Preferred Stock shall be its par value
of $1.00 per share.
(4) Dividends.
(a) The holders of shares of Convertible preferred
Stock, in preference to the holders of Common Stock and of any other capital
stock of the Company which ranks junior to the Convertible Preferred Stock in
respect of dividends or distributions of assets on liquidation of the Company
(all of which classes, other than the Convertible Preferred Stock, are
hereinafter referred to as "Junior Securities"), shall be entitled to receive,
as and when declared by the Board of Directors, out of the assets of the Company
which are by law available for the payment of dividends, cumulative cash
dividends at the rate of 11% per annum, assigning a value of $25,000 to each
share. Except as otherwise provided herein, the declaration or payment of
dividends is at the discretion of the Company's Board of Directors, and is not
mandatory, and any accrued but unpaid dividends shall not be deemed to be in
arrears. An arrearage shall be deemed to occur when dividends which have been
declared by the Board of Directors are not paid in full within 15 days after the
dividend payment date. The holders of the shares of Convertible Preferred Stock
shall be entitled to receive dividends payable semi-annually on June 15 and
December 15 of each year, commencing December 15, 1990. Dividends on shares of
Convertible Preferred Stock shall accrue from the date of issuance. Such
dividends shall be paid to the holders of record at the close of business on the
record date specified by the Board of Directors of the Company at the time such
dividends is declared. Unpaid accrued dividends shall not bear interest.
(b) All dividends paid with respect to shares of the
Convertible Preferred Stock pursuant to Paragraph (4) (a) shall be paid pro rata
to the holders entitled thereto.
(c) Each fractional share of the Convertible
Preferred Stock outstanding shall be entitled to a ratably proportionate amount
of all dividends accruing with respect to each outstanding share of Convertible
Preferred Stock pursuant to Paragraph (4) (a) hereof.
(d) Notwithstanding anything contained herein to the
contrary, no dividends on shares of the Convertible Preferred Stock shall be
declared by the Board of Directors or paid or set apart for payment by the
Company at such time as the terms and provisions of any agreement of the
Company, including any agreement relating to its indebtedness, specifically
prohibits such declaration, payment or setting apart for payment; provided,
however, that nothing herein contained shall in any way or under any
circumstance be construed or deemed to require the Board of Directors to declare
or the Company to pay or set apart for payment any dividends on shares of the
Convertible Preferred Stock at any time, whether permitted by any of such
agreements or not.
(e) If at any time the Company shall have failed to
pay all cash dividends which have accrued on any outstanding shares of any other
series of Preferred Stock having cumulative dividend rights ranking prior to or
on a parity with the shares of the Convertible Preferred Stock at the times such
dividends are payable, no dividend shall be declared by the Board of Directors
or paid or set apart for payment by the Company on shares of the Convertible
Preferred Stock unless prior to or concurrently with such declaration, payment
or setting apart for payment, all accrued and unpaid cash dividends on all
outstanding shares of such other series of Preferred stock shall have been or be
declared, paid or set apart for payment, without interest; provided, however,
that in the event such failure to pay accrued dividends is with respect only to
the outstanding shares of the Convertible Preferred Stock and any outstanding
shares of any other series of the Preferred Stock having cumulative dividends
rights on a parity with the shares of the Convertible Preferred Stock, cash
dividends may be declared, paid or set apart for payment, without interest, pro
rata on shares of the Convertible Preferred Stock and shares of such other
series of the Preferred Stock so that the amounts of any cash dividends
declared, paid or set apart for payment on shares of the Convertible Preferred
Stock and shares of such other series of the Preferred Stock shall in all cases
bear to each other the same ratio that, at the time of such declaration, payment
or setting apart for payment, all accrued declaration, payment setting apart for
payment, all accrued but unpaid cash dividends on all outstanding shares of the
Convertible Preferred Stock and all outstanding shares of such other series of
Preferred Stock and all outstanding shares of such other series of Preferred
Stock bear to each other. For the purpose of this Paragraph 4(e), dividends on
any other series of Preferred Stock that are payable at the Company's option
either in cash or in other property shall not be deemed to be cash dividends.
Any dividend not paid pursuant to Paragraph (4)(a) or
(d) hereof or this Paragraph (4) (e) shall be fully cumulative and shall accrue
and compound quarterly (whether or not declared), without interest, as set forth
in Paragraph (4) (a) hereof.
(f) Holders of shares of convertible Preferred Stock
shall be entitled to receive the dividends provided for in Paragraph (4) (a)
hereof in preference to and in priority over any dividends or other
distributions upon any of the Junior Securities, whether payable in cash or
other property.
So long as any shares of Convertible Preferred Stock
are outstanding, the Company shall not declare, pay or set apart for payment any
dividends on any of the Junior Securities or make any payment on account of, or
set apart for payment money for, a sinking or other similar fund for the
purchase, redemption or other retirement of, any of the Junior Securities or any
warrants, rights, calls, or options exercisable for any of the Junior
Securities, or make any distribution respect thereof, either directly or
indirectly, and whether in cash, obligations or shares of the Company or other
property (other holders of Junior Securities), and shall not purchase or redeem,
and shall not permit any corporation or other entity directly or indirectly
controlled by the Company to purchase or redeem, any Convertible Preferred Stock
or any other Junior Securities or any warrants, rights, calls or options
exercisable for any of the Junior Securities, unless prior to or concurrently
with such declaration, payment, setting apart for payment, purchase or
redemption, as the case may be, all accrued dividends on shares of Convertible
Preferred Stock not paid on the dates provided for in Paragraph (4) (a) hereof
(including if not paid pursuant to the terms and conditions of Paragraph (4) (d)
or Paragraph (4) (e) hereof) shall have been or be paid.
(g) Subject to the foregoing provisions of this
Paragraph (4), the Board of Directors may declare and the Company may pay or set
apart for payment dividends and other distributions on any of the Junior
Securities, and may purchase or otherwise redeem any of the Junior Securities or
any warrants, rights or options exercisable for any of the Junior Securities,
and the holders of the shares of Convertible Preferred Stock shall not be
entitled to share therein.
(h) The record holders of Convertible Preferred
Stock converted or redeemed during the interval between the record date and the
succeeding payment date applicable to any dividend declared thereon shall be
entitled to receive on such succeeding payment date the dividend declared on
such Convertible Preferred Stock notwithstanding that such conversion redemption
occurred. The Company shall pay all accrued but unpaid dividends on converted
shares of Convertible Preferred Stock at the time of the conversion thereof
either in cash or in shares of Common Stock (based on the closing market price
on the last trading day prior to the date of conversion).
(5) Liquidation Preference.
(a) In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Company, the
holders of shares of Convertible Preferred Stock then outstanding shall be
entitled to be paid out of the assets of the Company available for distribution
to its stockholders an amount in cash equal to $25,000 for each share
outstanding, plus an amount in cash equal to all accrued but unpaid dividends
thereon to the date fixed for liquidation, before any payment shall be made or
any assets distributed to the holders of any of the Junior Securities; provided,
however, that the holders of outstanding shares of Convertible Preferred Stock
shall be entitled to receive such liquidation payment until the liquidation
payments on all outstanding shares of any other series of Preferred Stock having
liquidation rights ranking prior to the shares of Convertible Preferred Stock
shall have been paid in full. If the assets of the Company are not sufficient to
pay in full the liquidation payments payable to the holders of outstanding
shares of any other series of the Preferred Stock having liquidation rights on a
parity with the shares of Convertible Preferred Stock, then the holders of all
such shares shall share ratably in such distribution of assets in accordance
with the amounts which would be payable on such distribution if the amounts to
which the holders of all outstanding shares of Convertible Preferred Stock and
the holders of outstanding shares of such other series of the Preferred Stock
are entitled were paid in full. The consolidation or merger of the Company with
another entity shall not be deemed a voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Company and shall not give rise
to any rights provided for in this Paragraph (5).
(b) The liquidation payment with respect to each
fractional share of the Convertible Preferred Stock outstanding or accrued but
unpaid, shall be equal to a ratably proportionate amount of the liquidation
payment with respect to each outstanding share of Convertible Preferred Stock.
(6) Conversion Rights.
(a) Each share of Convertible Preferred Stock shall
be convertible at the option of the holder thereof at the office of the Company
or at the office of the transfer agent, if any, for the Convertible Preferred
Stock, into shares of duly authorized, fully paid, and non-assessable shares of
Common Stock at the conversion price of $1.375 per share of Common Stock (the
"Conversion Rate"), subject to adjustment as provided in this Paragraph. The
number of shares of Common Stock to be delivered upon conversion of the
Convertible Preferred Stock shall be determined by dividing the liquidation
amount ($25,000 per share) of the shares surrendered by the Conversion Rate at
the time of surrender, calculated to the nearest 1/100th of a share (fractions
of less than 1/100 being disregarded).
(b) Before any Convertible Preferred Stock shall be
converted, the holder thereof shall surrender the certificate or certificates
therefor, duly endorsed, at the office of the Company, or transfer agent, if
any, for such stock, and shall give written notice to the Company at said office
that he elects to convert the same or part thereof and shall state in writing
therein the name or names in which he wishes the certificate or certificates for
Common Stock to be issued. The date of receipt of such documents by the Company
or the transfer agent, as the case may be, in proper form is herein referred to
as the "Conversion Date. " The Company will as soon as practicable thereafter,
issue and deliver at said office to such holder of convertible Preferred Stock,
or to his nominee of nominees, certificates for the number of whole share or
shares of Common Stock to which they shall be entitled as aforesaid, together
with cash in lieu of any fraction of a share as hereinafter provided. No
fractional shares of Common Stock are to be issued upon conversion, but the
Company shall pay a cash adjustment in respect of any fraction of a share which
would otherwise be issuable in an amount equal to the same fraction of the
closing price (which shall be determined in accordance with the last sentence of
subparagraph (g) below) per share of Common Stock on the Conversion Date, unless
the Board of Directors shall determine to make such adjustment by the issuance
of fractional scrip certificates or in some other manner. The shares of
Convertible Preferred Stock so converted shall be deemed to have been converted
as of the close of business on the Conversion Date and the person or persons
entitled to receive the Common Stock issuable upon such conversion shall be
treated for all purposes as the record holder or holders of such Common Stock as
of the close of business on such Conversion Date.
(c) In case the Company shall, with respect to its
Common Stock, (i) pay a dividend in its Common Stock or in securities
convertible into or exchangeable for its Common Stock (in which latter event the
number of shares of Common Stock initially issuable upon the conversion or
exchange of such securities shall be deemed to have been distributed), (ii)
subdivide its outstanding shares of Common Stock, (iii) combine its outstanding
Common stock into a smaller number of shares, or (iv) issue by reclassification
of its Common Stock any shares of capital stock of the Company, the conversion
Rate in effect immediately following such action had such Convertible Preferred
Stock been converted immediately prior thereto. An adjustment made pursuant to
this subparagraph shall become effective immediately after the record date, in
the case of a dividend, and shall become effective immediately after the
effective date, in the case of a subdivision, combination or reclassification.
(d) In case of the Company shall issue to all
holders of outstanding shares of Common Stock any rights or warrants to
subscribe for or purchase shares of its Common Stock, at a price per share less
than the current market price per share of Common Stock (determined as provided
in subparagraph (f) below) on the record date mentioned below, the Conversion
Rate shall be changed to a price determined by dividing (A) an amount equal to
the sum of (x) the product derived by multiplying the Conversion Rate in effect
immediately prior thereto by the number of shares of Common Stock outstanding
immediately prior to the issuance of such rights of warrants ( including all
shares of Common Stock issuable upon conversion of the Convertible Preferred
Stock ), plus (y) the consideration, if any, received by the Company upon the
grant of such rights or warrants, plus any consideration to be received by the
Company upon exercise of such rights or warrants, by (B) the number of shares of
Common Stock to be outstanding after the exercise of such rights or warrants.
Such adjustment shall not be made (i) for the grant of employee stock options
pursuant to the Company's 1988 Stock Option Plan. or any other plan or plans
adopted by the Company's Board of Directors, or upon the exercise thereof, (ii)
upon exercise of any other options or warrants outstanding on June 1, 1990 (iii)
upon the occurrence of any transaction specified in Paragraph (c) above, or (iv)
in the event of the adjustment of the Conversion Rate as provided in
subparagraph (e) below. Such adjustment shall become effective immediately after
the opening of business on the day following the record date for issuing such
shares or rights or warrants.
(e) In the event that the Company shall at any time
after June 1, 1990 grant any rights or options to subscribe for or to purchase
Common Stock or any other stock or securities convertible into or exchangeable
for Common Stock (such rights or options being herein called "Options" and such
convertible or exchangeable stock or securities being herein called "Convertible
Securities"), (other than (a) shares of Common Stock which may be issued upon
exercise of the Convertible Preferred Stock, (b) shares of Common Stock which
may be issued as a stock dividend or stock split for which adjustment of the
Conversion Rate is made as provided in Paragraph (c) above, (c) shares of Common
Stock which may be issued upon exercise of rights or warrants for which
adjustment of the Conversion Rate is made as provided in Paragraph (d) above,
(d) share os Common Stock which may be issued upon exercise of options granted
pursuant to the Company's 1988 Stock Option Plan, or any other plan or plans
adopted by the Company's Board of Directors, or any warrants outstanding on May
31, 1990) and the price per share for which Common Stock is issuable upon the
exercise of such Options or upon conversion or exchange of such Convertible
Securities is less than the Conversion Rate on the date of such grant, the
Conversion Rate in effect immediately prior to such grant shall be changed to a
price determined by dividing (A) an amount equal to the sum of (x) the product
immediately prior thereto by the number of shares of Common Stock outstanding
immediately prior to such grant (including Convertible Preferred Stock), plus
(y) the consideration, if any, received by the Company upon the grant of such
Options or issue or sale of the Convertible Securities plus any consideration to
be received by the Company upon the exercise of such Options or conversion or
exchange, by (B) the number of shares of Common Stock to be outstanding
immediately after the exercise of such Options or conversion of exchange of such
Convertible Securities (including as outstanding all shares of Common Stock
issuable upon conversion of all the Convertible Preferred Stock).
Except as provided in Paragraphs (6) (c), (d), (e)
and (h) hereof, no other event shall effect a change in the Conversion Rate.
(f) For the purpose of any computation under
Paragraphs (6) (a), (d) and (e) above, the current market price per share of
Common Stock on any date shall be deemed to be the average of the daily closing
prices for the 30 consecutive business days commencing 45 business days before
the day in question. The closing price for each day shall be the last reported
sale price regular way or, in case no such reported sale takes place on such
day, the mean of the reported closing bid and asked prices regular way on the
relevant securities exchange on such day or, if the Common Stock is not listed
or admitted to trading on any national securities exchange, or it such national
exchange is not the principle trading market for the Company's Common Stock, the
mean of the closing bid quotations in the over-the-counter market on such day as
reported by the National Quotation Bureau of similar reporting service.
(g) No adjustment or readjustment in the Conversion
Rate shall be required unless such adjustment or readjustment would require an
increase or decrease of at least 1% in the Conversion Rate, as adjusted and
readjusted from time to time; provided, however, that any adjustments which by
reason of this Paragraph (6) (g) are not required to be, and are not, made shall
be carried forward and taken into account in any subsequent adjustment or
readjustment.
(h) On the expiration of any rights or warrants
referred to in Paragraph (6) (d) or (e), or the termination of any rights of
conversion or exchange referred to in Paragraph (6) (c) (i), the Conversion Rate
then in effect shall forthwith be readjusted to such Conversion Rate as would
have obtained had the adjustment made upon the issuance of such rights or
warrants or convertible or exchangeable securities been made upon the basis of
the delivery of only the number of shares of Common Stock actually delivered
upon the exercise of such rights or warrants or upon the conversion or exchange
of such securities.
(i) Whenever the Conversion Rate is adjusted as
herein provided, the Chief Financial Officer of the Company shall compute the
adjusted Conversion Rate in accordance with the provisions of this Paragraph (6)
and shall prepare a certificate setting forth such Conversion Rate showing in
detail the facts upon which such adjustment is made. Such Certificate shall
forthwith t\be filed with the transfer agent, if any, for the Company's
Convertible Preferred Stock and a notice thereof mailed to the holders or record
of the outstanding shares of such series.
(j) In case of the consolidation or merger of the
Company with or into another corporation resulting in an exchange or
recapitalization of all of the Company's Common Stock, or the conveyance of all
or substantially all of the assets of the Company to another corporation, each
share of Convertible Preferred Stock shall thereafter be convertible into the
kind and number of shares of stock or other securities or property receivable
upon such consolidation, merger or conveyance by a holder of the number of
shares of Common Stock into which each share of Convertible Preferred Stock
might have been converted immediately prior to such consolidation, merger or
conveyance; and, in any such case, appropriate adjustment (as determined by the
Board of Directors) shall be made in the application of the provisions herein
set forth with respect to the rights and interests thereafter of the holders of
such shares of Convertible Preferred Stock, to the end that the provisions set
forth herein (including provisions with respect to changes in and other
adjustments of the Conversion Rate) shall thereafter be applicable, as nearly as
reasonable may be, in relation to any shares of stock or other property
thereafter deliverable upon the conversion of the shares of Convertible
Preferred Stock.
(k) The Company shall at all times reserve and keep
available, out of its authorized but unissued shares of Common Stock or out of
shares of Common stock held in its treasury, solely for the purpose of effecting
the conversion of the Convertible Preferred Stock, the full number of shares of
Common Stock deliverable upon the conversion of all Convertible Preferred Stock
from time to time outstanding.
(1) The Company will pay all documentary and other
taxes that may be payable in respect of any issue or delivery of shares of
Common Stock on conversion of Convertible Preferred Stock. The Company shall
not, however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of shares of Common Stock in a name
other than that in which the shares of Convertible Preferred Stock so converted
were registered, and no such issue or delivery shall be made unless and until
the person requesting such transfer has paid to the Company the amount of any
such tax or has established to the satisfaction of the Company that such tax has
been paid.
(m) Shares of Convertible Preferred Stock which have
been issued and required in any manner, including shares purchased or redeemed
and shares which have been converted into shares of Common Stock, shall (upon
compliance with any applicable provisions of the laws of the State of Delaware)
have the status of authorized and unissued shares of the Preferred Stock
undesignated as to series and may be redesignated and reissued as part of any
series of the Preferred Stock; provided, however that no such issued and
reacquired Convertible Preferred Stock shall be reissued or sold as Convertible
Preferred Stock.
(7) Voting Rights.
(a) Each holder of record of Convertible Preferred
Stock shall be entitled to one vote for each share of Common Stock into which
the shares of Convertible Preferred Stock held by him are convertible. Except as
otherwise provided by law and subject to Paragraphs (7) (b) and (8), Convertible
Preferred Stock and Common Stock (and any other capital stock of the Company at
that time entitled thereto) shall vote together as a single class on all matters
upon which stockholders are entitled to vote.
(b) So long as any shares of Convertible Preferred
Stock are outstanding, the Company will not without the affirmation vote or
consent of at least 66 2/3% of the outstanding shares of Convertible Preferred
Stock (excluding treasury shares and shares held by subsidiaries) voting as
separate series, create any class or series of shares ranking prior to the
Convertible Preferred Stock either as to dividends or upon liquidation, or amend
the Company's Certificate of Incorporation to affect adversely the powers
(except as such powers may be limited rights given to additional shares of any
class), rights or preferences of the Convertible Preferred Stock. For the
purposes of this subparagraph (b), each holder of Convertible Preferred Stock
shall be entitled to one vote for each share held.
(8) Voting Rights of Convertible Preferred Stock
Upon Default in Payment of Dividends.
(a) In addition to the voting rights set forth in
Paragraph (7) above, if and when dividends payable on all the outstanding shares
of Convertible Preferred Stock shall be in arrears for four full consecutive
quarters, then, until, but not after, such time as all accrued and unpaid
dividends on all outstanding shares of Convertible Preferred Stock shall have
been declared and either paid or a sum set apart sufficient for the payment
thereof, the holders of record of all shares of Convertible Preferred Stock then
outstanding, voting separately as one class, and with one vote for each share
held, shall be entitled to elect one member of the Board of Directors.
(b) At any time after such voting power shall have
so vested in the holders of Convertible Preferred Stock, the Secretary of the
Company may, and upon the written request of the holders of record of 10% of the
shares of Convertible Preferred Stock shall, call a meeting of the holders of
Convertible Preferred Stock for the election of the director to be elected by
then as herein provided, to be held within 30 days after such call and at the
place and upon the notice provided by law and the by-laws for the holding of
meetings of stockholders; provided, however, the Secretary shall not be required
to call such special meeting in the case of any such request received less than
90 days before the date fixed for any annual meeting of stockholders. if any
such special meeting required to be called as above provided shall not be called
by the Secretary within 30 days of receipt of any such request, then the holders
of record of at least 10% of the shares of Convertible Preferred Stock then
outstanding may designate in writing one of their number to call such meeting,
and the person so designated may call such meeting to be held at the place and
upon the notice above provided, and for that purpose shall have access to the
stock ledger of the Company. No such special meeting and no adjournment thereof
shall be held on a date later than 30 days before the annual meeting of
stockholders or a special meeting held in place thereof next succeeding the time
when the holders of Convertible Preferred Stock become entitled to elect
directors and provided above.
(c) Notwithstanding any other provisions of these capital
stock provisions of the By-laws to the contrary, if any meeting of stockholders
for the election of directors shall be held while holders of the outstanding
shares of Convertible Preferred Stock voting as a class are entitled to elect
one director, as herein provided, and if the holders of at least a majority of
such shares shall be present or represented by proxy at such meeting, or any
adjournment thereof, then by vote of the holders of a least a majority of the
shares of Convertible preferred Stock present or so represented at such meeting,
the then authorized number of directors of the Company shall be increased by
one, and at such meeting the holders of Convertible Preferred Stock shall be
entitled to elect, by such vote, the additional director so provided for, but no
such additional director so elected shall hold office beyond the next annual
meeting of stockholders or special meeting held in place thereof. Whenever the
holders of Convertible Preferred Stock shall be divested of the power to elect
one director as above provided, the term of office of the person, if any,
elected as director by the holders of Convertible Preferred Stock, voting as a
class, shall forthwith terminate and the authorized number of directors of the
company shall be reduced accordingly.
RESOLVED FURTHER, that the Chairman of the Board of Directors
and Chief Executive Officer or the President or any Vice President, and the
Secretary or any Assistant Secretary of the Company are each authorized to
execute, verify and file a certificate of designation of preferences in
accordance with Delaware law.
C. That the authorized number of share of Preferred Stock of
the Company is 30,000,000 and that the authorized number of shares of Preferred
Stock constituting the Series A Convertible Preferred Stock, none of which has
be issued, is 60.
D. That the Certificate is the act and deed of the Company.
IN WITNESS WHEREOF, the undersigned have executed this
certificate in the name and on behalf of Docucon, Incorporated, this 29th day of
May, 1990.
BY: /s/ EDWARD P. GISTARO
Edward P. Gistaro
President
ATTEST:
BY: /s/ S.E. FAYE
S.E. Faye
Assistant Secretary
Each of the undersigned signing on behalf of Docucon,
Incorporated declares under penalties of perjury that the matters set forth in
the foregoing certificate are true and correct of their own knowledge.
BY: /s/ EDWARD P. GISTARO
Edward P. Gistaro
President
BY: /s/ S.E. FAYE
S.E. Faye
Assistant Secretary