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EXHIBIT 3.3.2
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JAN 08 1996
No. 11178-95
/s/ DEAN HELLER
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DEAN HELLER, SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF DESIGNATION
ESTABLISHING THE RIGHTS AND PREFERENCES OF
5% SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK
THE LASER EYE SITES OF MICHIGAN, INC.
a Nevada corporation
We the undersigned, GHASSAN BARAZI and THEODORE J. MAYER, do hereby
certify:
(1) They are the President and Secretary, respectively, of THE LASER EYE
SITES OF MICHIGAN, INC., a Nevada corporation (the "Corporation").
(2) Pursuant to the authority granted under the Corporation's Articles of
Incorporation, the Board of Directors of said Corporation by unanimous consent
in writing effective as of December 12, 1995 adopted a resolution to amend the
Certificate of Designation Establishing the Rights and Preferences of its 5%
Series B Cumulative Convertible Preferred Stock, as follows:
"WHEREAS, this Corporation is authorized by its Articles of
Incorporation to issue 5,000,000 shares of preferred stock, par value $0.01
per share (the "Preferred Stock"); and
"WHEREAS, this Corporation has previously designated 200,000 shares of
its Preferred Stock as 5% Series B Cumulative Convertible Preferred Stock
by a Certificate of Designation filed with the Nevada Secretary of State on
November 2, 1995; and
"WHEREAS, the Board of Directors of this Corporation is authorized, as
to the Preferred Stock, within the limitations and restrictions stated in
the Articles 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
limitation, such provisions as may be desired concerning dividends,
redemption, voting, dissolution or the distribution of assets, conversion
or exchange, and such other subjects or matters as may be fixed by
resolution or resolutions of the Board of Directors; and
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"WHEREAS, the Board of Directors of this Corporation desires, pursuant
to its authority granted under the Articles of Incorporation, to amend the
provisions of Section 5.2 of the Certificate of Designation to change
dividend payment dates on its 5% Series B Cumulative Convertible Preferred
Stock from quarter-annually in each year to one annual payment date;
"NOW, THEREFORE, BE IT RESOLVED, that Section 5.2 of the Certificate
of Designation Establishing the Rights and Preferences of the 5% Series B
Cumulative Convertible Preferred Stock is hereby amended in its entirety to
read as follows:
"5.2. If declared by the Board of Directors, dividends shall be
payable annually on the last day of the month in which the corporation
shall sucessfully complete an initial public offering of its
securities with the first dividend payment date to be in the year
1997. In the event any shares of Series B Preferred Stock shall be
outstanding for more or less than the period covered by such dividend
year, the amount of the dividend shall be prorated for such periods.
Such dividends shall be paid to the holders of record at the close of
business on the date specified by the Board of Directors of the
Corporation at the time the dividend is declared; provided, however,
that such record date shall be not more than 30 days nor less than 10
days prior to the respective dividend payment date."
(3) We further certify that the number of shares constituting the series of
5% Series B Cumulative Convertible Preferred Stock, of which 200,000 shares have
been issued, is 200,000 shares. The number of shares of the corporation
outstanding and entitled to vote on this amendment to the Certificate of
Designation Establishing the Rights and Preferences of the 5% Series B
Cumulative Convertible Preferred Stock is 200,000 shares of 5% Series B
Cumulative Convertible Preferred Stock, and the said amendments to the
Certificate of Designation have been consented to and approved by a majority
vote of the stockholders holding at least a majority of the 5% Series B
Cumulative Convertible Preferred Stock outstanding and entitled to vote thereon.
IN WITNESS WHEREOF, we have executed this instrument as of the dates set
forth below.
/s/ GHASSAN BARAZI
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Ghassan Barazi, President
/s/ THEODORE J. MAYER
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Theodore J. Mayer, Secretary
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Province of Ontario }
} s.
County of Essex }
On DEC. 19, 1995, personally appeared before me, a Notary Public in and for
the jurisdiction named above, GHASSAN BARAZI, who acknowledged that he executed
the above instrument in his authorized capacity as President of THE LASER EYE
SITES OF MICHIGAN, INC., and that by his signature on the instrument, the entity
upon behalf of which the person acted executed the instrument.
[Notary Seal] /s/ G. F. COUREY
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Signature of Notary
State of New York }
} s.
County of New York }
On 12/15, 1995, personally appeared before me, a Notary Public, THEODORE J.
MAYER, who acknowledged that he executed the above instrument in his authorized
capacity as Secretary of THE LASER EYE SITES OF MICHIGAN, INC., and that by his
signature on the instrument, the entity upon behalf of which the person acted
executed the instrument.
/s/ JOSE M. YENKO
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Signature of Notary
[Notary Stamp]
JOSE M. YENKO
NOTARY PUBLIC, State of New York
No. 31-4677999
Qualified in New York County
Commission Expires July 31, 1996