EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
OF
STAR AMUSEMENT COMPANY, INC.
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, as Vice President and Secretary, respectively, of
Star Amusement Company, Inc., do hereby amend the Articles of Incorporation
filed with the Secretary of State of the State of Nevada on January 4, 1982, in
their entirety as follows:
ARTICLE 1.
The name of the corporation is STAR AMUSEMENT COMPANY, INC.
(Original Article)
ARTICLE 2.
The location of the principal office of the corporation in the State of
Nevada is 241 Ridge Street, Suite 440, Reno, Nevada. Branch offices may
hereafter be established at such other place or places, either within or without
the State of Nevada as may be determined from time to time by the Board of
Directors.
(Amended June 1, 1984)
ARTICLE 3.
The corporation may engage in any lawful activity.
(Original Article)
ARTICLE 4.
The amount of the authorized capital stock of this corporation is
50,000,000 common shares with a par value of $.001 per share and 10,000,000
preferred shares with a par value of $.01 per share. Upon the amendment of this
paragraph to read as herein set forth, each outstanding share is converted into
or reconstituted as one common share.
The shares of preferred stock authorized hereby may, when authorized for
issuance by the Board of Directors of this corporation, be issued in series
having such designations, powers, preferences, rights and limitations, and on
such terms and conditions as the Board of Directors may from time to time
determine including the rights, if any, of the holders thereof with respect to
voting, dividends, redemption, liquidation and conversion.
Any and all shares of stock of this corporation of any class shall be paid
in as the Board of Directors may designate and as provided by law, in cash, real
or personal property, option to purchase, or any other valuable right or thing,
for the uses and purposes of the corporation, and said shares of stock when
issued in exchange therefore shall thereupon and thereby become and be fully
paid, the same as though paid for in cash, and shall be nonassessable forever,
and the judgment of the Board of Directors of the corporation concerning the
value of the property, right or thing, acquired in purchase or exchange for
capital stock shall be conclusive. No stockholder shall have any pre-emptive
rights
(Amended June 1, 1984)
ARTICLE 5.
Members of the governing board shall be known as "Directors," and the
number thereof shall not be less than three nor more than nine, the exact number
to be fixed by the Board of Directors of
the corporation, provided that the number so fixed by the Directors may be
increased or decreased from time to time. The name and address of the current
Board of Directors who shall hold office until their successors are duly elected
and qualified, are as follows:
Ross B. Scheer
9229 Sunset Blvd., 9th Floor
Los Angeles, California 90069
A. J. Hicks
241 Ridge Street, Suite 440
Reno, Nevada 89501
Thomas E. Boyle
1520 Denver Club Bldg.
518 - 17th Street
Denver, Colorado 80202
(Amended June 1, 1984)
ARTICLE 6.
The capital stock of the corporation, after the amount of the subscription
price has been paid in, shall not be subject to assessment and not stock issued
as fully paid up shall ever be assessable, or assessed, and the Articles of
Incorporation shall not be amended in this particular.
(Deleted June 1, 1984-This provision added to amended Article 4.)
ARTICLE 6.
The names and post offices addresses of each of the original incorporators,
which are three in number, signing the Articles of Incorporation, are as
follows:
Michele K. Hitcznko
770 E. Sahara, #401
Las Vegas, Nevada 89104
Michael L. Foley
770 E. Sahara, #401
Las Vegas, Nevada 89104
Kate Whisler
770 E. Sahara, #401
Las Vegas, Nevada 89104
(Originally Article 7-renumbered June 1, 1984)
ARTICLE 7.
The corporation shall become effective January 1, 1982, and shall have
perpetual existence.
(Originally Article 8-renumbered June 1, 1984)
ARTICLE 8.
A resolution, in writing, signed by all of the members of the Board of
Directors of the corporation, shall be and constitute action by the Board of
Directors to the effect therein expressed with the same force and effect as
though such resolution has been passed at a duly convened meeting, and it shall
be the duty of the Secretary to record every such resolution in the minute book
of the corporation under its proper date.
(Added June 1, 1984)
ARTICLE 9.
The Directors shall have the power to make and alter the By-Laws of the
corporation. ByLaws so made by the Directors under the powers so conferred may
be altered, amended, or repealed by the Directors or the stockholders at any
meeting called and held for that purpose.
(Added June 1, 1984)
IN WITNESS WHEREOF, we have hereunto set our hands and executed these
Amended Articles of Incorporation this 27th day of June, 1984.
/s/ SARAH SMITHSON
SARAH SMITHSON, Vice-President
/s/ A. J. HICKS
A. J. HICKS, Secretary
STATE OF NEVADA, )
) ss.
COUNTY OF WASHOE. )
On this 27th day of June, 1984, personally appeared before the
undersigned, a Notary Public, SARAH SMITHSON, as Vice-President of Star
Amusement Company, Inc., known to me to be the person described in and who
executed the foregoing instrument freely and voluntarily and for the uses and
purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ NORMA B. ZIRBEL
Notary Public
STATE OF NEVADA, )
) ss.
COUNTY OF WASHOE. )
On this 27th day of June, 1984, personally appeared before the
undersigned, a Notary Public, A. J. HICKS, as Secretary of Star Amusement
Company, Inc., known to me to be the person described in and who executed the
foregoing instrument freely and voluntarily and for the uses and purposes
therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ NORMA B. ZIRBEL
Notary Public
CERTIFICATE OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
STAR AMUSEMENT COMPANY, INC.
The undersigned hereby certify as follows:
1. That they are the Vice-President and Secretary, respectively, of STAR
AMUSEMENT COMPANY, INC.
2. That the Articles of Incorporation were filed in the office of the
Secretary of State, State of Nevada, on the 4th day of January, 1982.
3. That Jackpot Enterprises, Inc., a Nevada corporation, owns 100% of the
issued and outstanding stock of Star Amusement Company, Inc. That on June 1,
1984, Jackpot Enterprises, Inc., consented to the adoption of the resolutions
set forth in this Certificate as the sole shareholder of Star Amusement Company,
Inc.
4. That on June 1, 1984, the directors of Star Amusement Company
unanimously consented to the adoption of the following resolutions:
A. Article 2 of the Articles of Incorporation is amended as follows:
2. The location of the principal office of the corporation in the State of
Nevada is 241 Ridge Street, Suite 440, Reno, Nevada. Branch offices may
hereafter be established at such other place or places, either within or without
the State of Nevada as may be determined from time to time by the Board of
Directors.
B. Article 4 of the Articles of Incorporation is amended as follows:
4. The amount of the authorized capital stock of this corporation is
50,000,000 common shares with a par value of $.001 per share and 10,000,000
preferred shares with a par value of $.01 per share. Upon the amendment of this
paragraph to read as herein set forth, each outstanding share is converted into
or reconstituted as one common share.
The shares of preferred stock authorized hereby may, when authorized for
issuance by the Board of Directors of this corporation, be issued in series
having such designations, powers, preferences, rights and limitations, and on
such terms and conditions as the Board of Directors may from time to time
determine including the rights, if any, of the holders thereof with respect to
voting, dividends, redemption, liquidation and conversion.
Any and all shares of stock of this corporation of any class shall be paid
in as the Board of Directors may designate and as provided by law, in cash, real
or personal property, option to purchase, or any other valuable right or thing,
for the uses and purposes of the corporation, and said shares of stock when
issued in exchange therefore shall thereupon and thereby become and be fully
paid, the same as though paid for in cash, and shall be nonassessable forever,
and the judgment of the Board of Directors of the corporation concerning the
value of the property, right or thing, acquired in purchase or exchange for
capital stock shall be conclusive. No stockholder shall have any pre-emptive
rights.
C. Article 5 of the Articles of Incorporation is amended as follows:
5. Members of the governing board shall be known as "Directors," and the
number thereof shall not be less than three nor more than nine, the exact number
to be fixed by the Board of Directors of the corporation, provided that the
number so fixed by the Directors may be increased
or decreased from time to time. The name and address of the current Board of
Directors who shall hold office until their successors are duly elected and
qualified, are as follows:
Ross B. Scheer
9229 Sunset Blvd., 9th Floor
Los Angeles, California 90069
A. J. Hicks
241 Ridge Street, Suite 440
Reno, Nevada 89501
Thomas E. Boyle
1520 Denver Club Bldg.
518 - 17th Street
Denver, Colorado 80202
D. Article 6 of the Articles of Incorporation shall be deleted in its
entirety; Article 7 of the Articles of Incorporation shall be renumbered as
Article 6; and Article 8 of the Articles of Incorporation shall be renumbered as
Article 7.
E. Article 8 of the Articles of Incorporation shall be added as follows:
8. A resolution, in writing, signed by all of the members of the Board of
Directors of the corporation, shall be and constitute action by the Board of
Directors to the effect therein expressed with the same force and effect as
though such resolution has been passed at a duly convened meeting, and it shall
be the duty of the Secretary to record every such resolution in the minute book
of the corporation under its proper date.
F. Article 9 of the Articles of Incorporation shall be added as follows:
9. The Directors shall have the power to make and alter the By-Laws of the
corporation. By-Laws so made by the Directors under the powers so conferred may
be altered, amended, or repealed by the Directors or the stockholders at any
meeting called and held for that purpose.
IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Amendment to Articles of Incorporation this 27th day of June, 1984.
/s/ SARAH SMITHSON
SARAH SMITHSON, Vice-President
/s/ ALVIN J. HICKS
A. J. HICKS, Secretary
STATE OF NEVADA, )
) ss.
COUNTY OF WASHOE. )
On this 27th day of June, 1984, personally appeared before the
undersigned, a Notary Public, SARAH SMITHSON, as Vice-President of Star
Amusement Company, Inc., known to me to be the person described in and who
executed the foregoing instrument freely and voluntarily and for the uses and
purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ NORMA B. ZIRBEL
Notary Public
STATE OF NEVADA, )
) ss.
COUNTY OF WASHOE. )
On this 27th day of June, 1984, personally appeared before the
undersigned, a Notary Public, A. J. HICKS, as Secretary of Star Amusement
Company, Inc., known to me to be the person described in and who executed the
foregoing instrument freely and voluntarily and for the uses and purposes
therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ NORMA B. ZIRBEL
Notary Public
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
STAR AMUSEMENT COMPANY, INC.
The undersigned hereby certify as follows:
1. That they are the President and Secretary, respectively, of STAR
AMUSEMENT COMPANY, INC.
2. That the Articles of Incorporation were filed in the office of the
Secretary of State, State of Nevada, on the 4th day of January, 1982.
3. That at a meeting of the shareholders held on August 28, 1986, at 2900
South Highland, #18D, Las Vegas, Nevada, stockholders holding 2,836,492 shares
representing 66.9% of the issued and outstanding stock of the Corporation voted
in favor of the adoption of the Resolution as set forth below.
4. That at a meeting of the Directors of said Corporation duly held at 2900
South Highland, #18D, Las Vegas, Nevada, on the 3rd day of July, 1986, the
following Resolution was unanimously adopted:
RESOLVED: The Article I of the Articles of Incorporation be amended as
follows:
ARTICLE I
The name of the Corporation is COMET ENTERPRISES, INC.
IN WITNESS WHEREOF, the undersigned have executed this Amendment to
Articles of Incorporation this 28th day of August, 1986.
/s/ ROSS B. SCHEER
ROSS B. SCHEER, President
/s/ WILLIAM R. MORSE
WILLIAM R. MORSE, Secretary
STATE OF NEVADA )
) ss.
COUNTY OF CLARK )
On this 28th day of August, 1986, personally appeared before me, a Notary
Public, Ross B. Scheer and William R. Morse, as President and Secretary,
respectively, of Star Amusement Company, Inc., who acknowledged that they
executed the foregoing Certificate of Amendment to Articles of Incorporation on
behalf of said Corporation.
/s/ SHARON H. BULLOCH
Notary Public
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
COMET ENTERPRISES, INC.
Rebecca R. Reno and Jeffrey A. Kessler hereby certify as follows:
1. That they are the President and Secretary, respectively, of Comet
Enterprises, Inc. (the "Corporation").
2. That the Articles of Incorporation were filed in the office of the
Secretary of State, State of Nevada, on January 4, 1982 and amended on September
2, 1986.
3. That at a meeting of the directors of the Corporation, the resolutions
set forth below were unanimously adopted.
4. That at a meeting of the shareholders of the Corporation duly held,
shareholders holding all 5,238,129 shares present in person or proxy,
representing 60.9% of the issued and outstanding stock of the Corporation, voted
in favor of the adoption of the following resolutions:
RESOLVED, that Article 1 of the Articles of Incorporation, as
amended, be further amended to read as follows:
1. NAME
The name of the Corporation is:
COMET ENTERTAINMENT, INC.
RESOLVED, that a new Article 9 be added to the Articles of
Incorporation, to read as follows:
9. LIABILITY OF DIRECTORS AND OFFICERS
No director or officer of the Corporation shall be liable to the
Corporation or its stockholders for damages for breach of fiduciary duty
as a director or officer, except for (a) acts of omission which involve
intentional misconduct, fraud or a knowing violation of law; or (b) the
payment of dividends in violation of Nevada Revised Statutes section
78.300.
RESOLVED, that a new Article 10 be added to the Articles of
Incorporation, to read as follows:
10. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall pay the expenses of officers and directors of
the Corporation incurred in defending a civil or criminal action, suit or
proceeding as are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf
of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to
be indemnified by the corporation. The provisions herein do not affect any
rights to advancement of expenses to which corporate personnel other than
directors or officers may be entitled under any contract or otherwise by
law.
IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Amendment to Articles of Incorporation this 27th day of March, 1989.
/s/ REBECCA R. RENO
Rebecca R. Reno
President
/s/ JEFFREY A. KESSLER
Jeffrey A. Kessler
Secretary
STATE OF MONTANA )
) ss.
COUNTY OF YELLOWSTONE )
On March 28th, 1989, personally appeared before me, a Notary Public,
Rebecca R. Reno, as President of Comet Enterprises, Inc. who acknowledged that
she executed the foregoing Certificate of Amendment to Articles of Incorporation
on behalf of said corporation.
WITNESS my hand and official seal.
/s/ MADONNA HURD
Madonna Hurd
Notary Public
STATE OF MONTANA )
) ss.
COUNTY OF YELLOWSTONE )
On March 28th, 1989, personally appeared before me, a Notary Public,
Jeffrey A. Kessler, as Secretary of Comet Enterprises, Inc. who acknowledged
that he executed the foregoing Certificate of Amendment to Articles of
Incorporation on behalf of said corporation.
WITNESS my hand and official seal.
/s/ MADONNA HURD
Madonna Hurd
Notary Public
CERTIFICATE OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
COMET ENTERTAINMENT, INC.
1. The name of the corporation is Comet Entertainment, Inc.
2. The Board of Directors of the corporation, declaring its advisability
in calling a meeting of the stockholders of the corporation for the
consideration thereof.
3. The majority of the stockholders of the corporation have adopted the
amendments hereinafter set forth by written consent in accordance with
NRS 78.320.
4. The Articles of Incorporation of the corporation shall be amended by
(a) amending and replacing Article 1. to read as follows:
ARTICLE 1.
The name of the corporation is TEXOIL, INC.
and (b) amending and replacing Article 4. to read as follows:
ARTICLE 4.
The amount of the authorized capital stock of this corporation is
50,000,000 common shares with a par value of $.001 per share and 10,000,000
preferred shares with a par value of $.01 per share. Upon the amendment of this
paragraph to read as herein set forth, each outstanding common share is split up
and converted into or reconstituted as .035714 common shares (twenty-eight (28))
shares converted to one (1) share). This reverse stock split shall not result in
the increase or decrease in the aggregate amounts of the capital accounts of
this corporation.
The shares of preferred stock authorized hereby may, when authorized
by issuance by the Board of Directors of this corporation, be issued in a series
having such designations powers, preferences, rights and limitations, and on
such terms and conditions as the Board of Directors may from time to time
determine including the rights, if any, of the holders thereof with respect to
voting, dividends, redemption, liquidation and conversion.
Any and all shares of the stock of this corporation of any class
shall be paid in as the Board of Directors may designate and as provided by law,
in cash, real or personal property, option to purchase, or any other valuable
right or thing, for the uses and purpose of the corporation, and said shares of
stock when issued in exchange therefore shall thereupon and thereby become and
be fully paid, the same as though paid for in cash, and shall be nonassessable
forever; and the judgment of the
Board of Directors of the corporation concerning the value of the property,
right or thing acquired in purchase or exchange for capital stock shall be
conclusive. No stock holder shall have any pre-emptive rights.
DATED this 11 day of March, 1993.
ATTEST: Comet Entertainment, Inc.
/s/ WILLIAM F. COFFIN /s/ M. W. BAUMGARDNER
William F. Coffin, Secretary M. W. Baumgardner, President
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
The foregoing instrument was acknowledged before me on the 11th day of
March, 1993, by E. W. Baumgardner, President, and William F. Coffin, Secretary,
of Comet Entertainment, Inc., a Nevada corporation, on behalf of the
corporation.
/s/ TERI BRATH
Teri Brath
Notary Public
CERTIFICATE OF STOCK DESIGNATION
OF
COMET ENTERTAINMENT, INC.
E. W. Baumgardner and
William F. Coffin certify that:
(1) They are the President and Secretary, respectively, of Comet
Entertainment, Inc., a Nevada corporation (the "Corporation").
(2) The number of authorized shares of Preferred Stock (the
"Preferred Stock") is Ten Million (10,000,000), all par value $.01, none of
which has been issued.
(3) The Board of Directors duly adopted the following resolution:
WHEREAS, the Articles of Incorporation authorize the Preferred Stock
of the Corporation to be issued in series and authorize the Board of Directors
to determine the rights, preferences, privileges and restrictions granted to or
imposed upon any wholly unissued series of Preferred Stock and to fix the number
of shares and designation of any such series; now, therefore, it is
RESOLVED, that the Board of Directors does hereby establish a Series
of Preferred Stock as follows:
(a) DESIGNATION. The designation of such series of Preferred Stock
is Series A Preferred Stock, and the number of shares of such series is 25,000
($.01 par value).
(b) DIVIDENDS. The Series A Preferred Stock is entitled to receive,
out of funds legally available therefor, cumulative dividends at the annual rate
of $12 per share and no more, payable on the last day of the third month of each
calendar quarter when and as declared by the Board of Directors. Such dividends
shall accrue from the date of issuance whether or not earned so that no
dividends or other distributions shall be made with respect to the Common Stock
and no Common Stock shall be repurchased by the Corporation until cumulative
dividends on the Preferred Stock for all past dividend periods and for the then
current three (3) month dividend period shall have been declared and paid or set
apart. After cumulative dividends on the Series A Preferred Stock for all past
dividend periods shall have declared and paid or set apart, if the Board of
Directors shall elect to declare additional dividends out of funds legally
available therefor, such additional dividends shall be declared solely on the
Common Stock.
(c) LIQUIDATION PREFERENCES. Upon the voluntary or involuntary
liquidation, winding up or dissolution of the Corporation, out of the assets
available for distribution to
shareholders the Series A Preferred Stock shall be entitled to receive, in
preference to any payment on the Common Stock, an amount equal to $100 per share
plus cumulative dividends as provided above, accrued and unpaid to the date
payment is made available to the Series A Preferred Stock. After the full
preferential liquidation amount has been paid to, or determined or set apart
for, the Series A Preferred Stock, the remaining assets shall be paid in equal
amounts per share on all classes of Common Stock. In the event the assets of the
Corporation are insufficient to pay the full preferential liquidation amount
required to be paid to the Series A Preferred Stock, the entire remaining assets
shall be paid to the Series A Preferred Stock and the Common Stock shall receive
nothing. A reorganization shall not be considered to be a liquidation, winding
up or dissolution within the meaning of this subdivision.
(d) RIGHT OF REDEMPTION. The Series A Preferred Stock is subject to
redemption, out of funds legally available therefor, in whole, or from time to
time in part, at the option of the Board of Directors of the Corporation. If
only a part of the Series A Preferred Stock is to be redeemed, the redemption
shall be carried out pro rata. The redemption price shall be $100 per share plus
cumulative dividends as provided in subdivision (b) of this Article, accrued and
unpaid to the date fixed for redemption (herein called the "redemption price").
The Corporation shall mail a notice of redemption to each holder of record of
shares to be redeemed, addressed to the holder at the address of such holder
appearing on the books of the Corporation or given by the holder to the
Corporation for the purpose of notice, or if no such address appears or is
given, at the place where the principal executive office of the Corporation is
located, not earlier than sixty (60) nor later than twenty (20) days before the
date fixed for redemption. The notice of redemption shall include: (i) the class
of shares or the part of a class of shares to be redeemed, (ii) the date fixed
for redemption, (iii) the redemption price, (iv) the place at which the
shareholders may obtain payment of the redemption price upon surrender of their
share certificates, and (v) the last date prior to the date of redemption that
the right of conversion may be exercised. If funds are available on the date
fixed for the redemption, then whether or not the share certificates are
surrendered for payment of the redemption price, the shares shall no longer be
outstanding and the holders thereof shall cease to be shareholders of the
Corporation with respect to the shares redeemed on and after the date fixed for
redemption and shall be entitled only to receive the redemption price without
interest upon surrender of the share certificate. If less than all the shares
represented by one share certificate are to be redeemed, the Corporation shall
issue a new share certificate for the shares not redeemed.
(e) CONVERSION RIGHTS.
(i) The Series A Preferred Stock shall be convertible into Common Stock at
any time not later than the close of business on the fifth day prior to the date
fixed for redemption in any notice of redemption at the option of the respective
holders of Series A Preferred Stock, but in any event not prior to the public
offering by the Corporation of its Common Stock through an offering registered
with the Securities and Exchange Commission (the "public offering"). For the
purpose of any such conversion, each share of Series A Preferred Stock shall be
treated as equivalent to its liquidation preference not including accrued and
unpaid dividends. The number of shares of Common Stock issuable with respect to
any share of Series A Preferred Stock upon conversion shall be determined by
dividing the aggregate dollar equivalent (liquidation value) of all shares of
Series A
Preferred Stock at any one time surrendered for conversion by any one (1) holder
thereof by the public offering price (the "conversion price"). In effecting the
conversion, the Corporation at its option either shall pay any accrued unpaid
dividends on the shares being converted or shall issue additional shares of
Common Stock for such unpaid amount at the conversion price. Upon conversion, no
fractional shares shall be issued and the Corporation shall in lieu thereof pay
in cash the fair value of the fraction. The Corporation shall reserve and keep
reserved out of its authorized but unissued shares of Common Stock sufficient
shares to effect the conversion of all shares of Series A Preferred Stock
outstanding from time to time.
(ii) A holder of Series A Preferred Stock desiring to convert shall
deliver the share certificate to the Corporation's Transfer Agent, if it has
one, otherwise to the Corporation at its principal executive office, accompanied
by a written request to convert, specifying the number of shares to be
converted. The endorsement of the share certificate and the request to convert
shall be in form satisfactory to the Transfer Agent or the Corporation, as the
case may be. Upon the date of such delivery the conversion is deemed to have
occurred and the person entitled to receive share certificates for Common Stock
shall be regarded for all corporate purposes from and after such date as the
holder of the number of shares of Common Stock to which he/she is entitled upon
the conversion.
(iii) In the event of a stock split, reverse stock split, stock dividend,
reorganization or recapitalization affecting the number of shares of Common
Stock outstanding, the conversion price set forth in paragraph (i) shall be
proportionately revised so as to fairly and equitably preserve the conversion
rights of the Series A Preferred Stock.
(iv) Promptly after any change in one conversion price, the Corporation
shall cause to be prepared a written statement setting forth in detail the facts
and the revised conversion ratio. The statement shall be signed by the President
or a vice-president and by the chief financial officer, the treasurer or an
assistant treasurer and filed with the secretary or an assistant treasurer and
filed with the secretary and also with the Transfer Agent if there be one. A
copy of the statement shall be mailed to each holder of Series A Preferred
Stock.
(f) VOTING RIGHTS. Except as otherwise expressly provided by law or
by these Articles, the Common Stock and Series A Preferred Stock shall have
equal voting rights, one vote per share, on all matters requiring a vote of
shareholders, including election of directors.
(g) So long as any shares of Series A Preferred Stock are
outstanding, the Corporation shall not, without first obtaining the approval by
vote or written consent, in the manner provided by law, of the holders of at
least a majority of the total number of shares of Series A Preferred Stock
outstanding, voting separately as a clause, (i) alter or change any of the
powers, preferences, privileges, or rights of the Series A Preferred Stock; or
(ii) amend the provisions of this paragraph (g).
/s/ E. W. BAUMGARDNER
E. W. Baumgardner, President
/s/ WILLIAM F. COFFIN
William F. Coffin, Secretary
On March 15, 1993, before me, the undersigned, a Notary Public in and for
said County and State, personally appeared E. W. Baumgardner and William F.
Coffin, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the persons who executed the within instrument on the President
and Secretary, respectively of Coast Entertainment, Inc., the corporation
therein named, and acknowledged to on that such Corporation executed the within
instrument pursuant to its bylaws or a resolution of its Board of Directors.
WITNESS by hand and official seal.
/s/ TERI BRATH
Teri Brath
(Seal)
CERTIFICATE OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
TEXOIL, INC.
1. The name of the Corporation is Texoil, Inc.
2. The Board of Directors of the Corporation has adopted resolutions (i)
proposing amendments to the Articles of Incorporation of the Corporation, (ii)
declaring the advisability of such proposed amendments, and (iii) submitting the
proposed amendments to the stockholders of the Corporation entitled to vote for
the consideration thereof.
3. A majority of the stockholders of the Corporation have adopted the
amendments hereinafter set forth by written consent in accordance with Section
78.320 of the Nevada Revised Statutes.
4. The Articles of Incorporation of the Corporation are hereby amended by
deleting the language contained in Article 4 in its entirety and substituting
the following therefore:
"ARTICLE 4.
The total number of shares that the corporation shall have authority
to issue is 50,000,000 common shares with a par value of $.01 per share
and 10,000,000 preferred shares with a par value of $.01 per share. Upon
the amendment of this paragraph to read as herein set forth, each
outstanding common share, $.001 par value, is split up and converted into
.5 common shares (two [2] shares converted into one (1) share) and all
authorized, issued and outstanding shares of common stock are
reconstituted and reclassified into shares of common stock having a par
value of $.01 per share. This reverse stock split and reclassification
shall not result in the increase or decrease in the aggregate amounts of
the capital accounts of this corporation.
The shares of preferred stock authorized hereby may, when authorized
by issuance by the Board of Directors of this corporation, be issued in a
series having such designations, powers, preferences, rights and
limitations, and on such terms and conditions as the Board of Directors
may from time to time determine including the rights, if any, of the
holders thereof with respect to voting, dividends, redemption, liquidation
and conversion.
Any and all shares of the stock of this corporation of any class
shall be paid in as the Board of Directors may designate and as provided
by law, in cash, real or personal property, option to purchase, or any
other valuable right or thing, for the uses and purpose of the
corporation, and said shares of stock when issued in exchange
therefor shall thereupon and thereby become and be fully paid, the same as
though paid for in cash, and shall be nonassessable forever; and the
judgment of the Board of Directors of the corporation concerning the value
of the property, right or thing acquired in purchase or exchange for stock
shall be conclusive. No stockholder shall have any pre-emptive rights."
5. On the date of the filing with the Secretary of State of Nevada of this
Certificate of Amendment to the Articles of Incorporation (the "Effective
Time"), each share of the Corporation's common stock, par value $.001 per share,
issued and outstanding immediately prior to the Effective Time shall,
automatically and without any action on the part of the respective holders
thereof, be split up and converted into .5 shares of common stock, and all
authorized, issued and outstanding shares of common stock shall be reconstituted
and reclassified into shares of common stock having a par value of $.01 per
share. No fractional shares of common stock, par value $.01 per share will be
issued; instead, fractional shares shall be rounded up to the nearest whole
share.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to the Articles of Incorporation of Texoil, Inc. to be executed by
Walter L. Williams, its President and Lynn W. Graves, its Secretary, this 8th
day of November, 1993.
TEXOIL, INC.
/s/ WALTER L. WILLIAMS
Walter L. Williams, President
ATTEST:
/s/ LYNN W. GRAVES
Lynn W. Graves, Secretary
STATE OF TEXAS )
)ss.
COUNTY OF HARRIS )
The foregoing instrument was acknowledged before me, on the 8th day of
November, 1993, by Walter L. Williams, President, and Lynn W. Graves, Secretary,
of Texoil, Inc., a Nevada corporation, on behalf of the corporation.
/s/ SUSAN P. CRAIN
Susan P. Crain
Notary Public in and for
The State of Texas
CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
TEXOIL, INC.
1. The name of the corporation is Texoil, Inc. (the "Corporation").
2. The Corporation's Board of Directors adopted a resolution approving and
declaring the advisability of the following amendment to the Corporation's
articles of incorporation. The proposed amendment then was adopted by the
Corporation's stockholders at the annual meeting of its stockholders held on
August 31, 1994 (the "1994 Annual Meeting"). The amendment adds to the
Corporation's articles of incorporation, as heretofore amended, a new Article 11
to be and read in its entirety as follows:
ARTICLE 11
This corporation elects not to be governed by Nevada Revised
Statutes 78.411 to 78.444 inclusive concerning combinations with
interested stockholders.
3. A total of 4,058,628 shares of the Company's common stock, par value
$.01 per share ("Common Stock"), and 23,000 shares of the Company's Series A
Preferred Stock, par value $.01 per share (such Series A Preferred Stock and the
Common Stock are referred to herein collectively as the "Stock"), collectively
constituting 4,081,628 shares of Stock, were entitled to vote as one class upon
said amendment at the 1994 Annual Meeting. The total number of shares of Stock,
excluding 1,602,306 shares held by interested stockholders and their affiliates
and associates (as those terms are used in Section 78.434 of the Nevada Revised
Statutes), voted for the approval of said amendment was 1,517,111 or 61.2% of
all shares of Stock entitled to vote thereon not held by such interested
stockholders and their affiliates and associates. The total number of shares of
Stock voted for the approval of said amendment was 3,119,417 or 76.4% of all
shares of Stock entitled to vote thereon.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to the Articles of Incorporation of Texoil, Inc. to be executed by
Walter L. Williams, its President, and Lynn W. Graves, its Secretary, on this
1st day of September 1994.
TEXOIL, INC.
By: /s/ WALTER L. WILLIAMS
Walter L. Williams, President
ATTEST:
/s/ LYNN W. GRAVES
Lynn W. Graves, Secretary
STATE OF TEXAS )
)ss.
COUNTY OF HARRIS )
The foregoing instrument was acknowledged before me on the 1st day of
September 1994 by Walter L. Williams, President, and Lynn W. Graves, Secretary,
of Texoil, Inc., a Nevada corporation, on behalf of the corporation.
/s/ SUSAN DOTSON
Susan Dotson
Notary Public in and for
The State of Texas
CERTIFICATE OF AMENDMENT
FILED TO AMEND THE CERTIFICATE OF STOCK DESIGNATION
OF THE SERIES A PREFERRED STOCK OF COMET ENTERTAINMENT, INC.,
FILED IN THE OFFICE OF THE SECRETARY OF STATE
OF THE STATE OF NEVADA ON MARCH 16, 1993.
Ruben Medrano and Lynn W. Graves,the President and Secretary,
respectively, of Texoil, Inc. (formerly Comet Entertainment, Inc.), a Nevada
corporation (the "CORPORATION") do hereby certify:
1. That the Certificate of Stock Designation (the "CERTIFICATE") of the
Series A Preferred Stock of Comet Entertainment, Inc. (predecessor to the
Corporation) was filed in the office of the Secretary of State of the State of
Nevada on March 16, 1993, and that the Certificate requires amendment as
permitted by Section 78.1955 of the General Corporation Law of Nevada.
2. That the approval of the stockholders of the Series A Preferred Stock
of the amendment to the Certificate has been obtained.
3. That the Certificate is hereby amended, by deleting the first two
sentences of paragraph (b) thereof and replacing them with the following two
sentences:
"(b) DIVIDENDS. The Series A Preferred Stock is entitled to receive, out
of funds legally available therefor, cumulative dividends at the
annual rate of $12 per share and no more, payable if, as and when
declared by the Board of Directors, provided that the Board of
Directors shall have no obligation to declare any such dividends
payable prior to October 1, 2002. Such dividends shall accrue from
the date of issuance whether or not earned so that no dividends or
other distributions shall be made with respect to the Common Stock
and no Common Stock shall be repurchased by the Corporation until
cumulative dividends on Preferred Stock shall have been declared and
paid or set apart."
EXECUTED as of this 5th day of September 1996.
TEXOIL, INC.
/s/ RUBEN MEDRANO
Ruben Medrano, President
/s/ LYNN W. GRAVES
Lynn W. Graves, Secretary
STATE OF TEXAS )
) ss.
COUNTY OF HARRIS )
The foregoing instrument was acknowledged before me on this 5th day of
September, 1996, by Ruben Medrano, as President of Texoil, Inc., a Nevada
corporation, on behalf of the corporation and by Lynn W. Graves, as Secretary of
Texoil, Inc., on behalf of the corporation.
/s/ AMY R. GILLIAM
Amy R. Gilliam
Notary Public in and for
the State of Texas