1 EXHIBIT 3.3.3 FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF NEVADA MAY 22, 1996 No. 11178-95 /s/ DEAN HELLER --------------- 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 VISTA LASER CENTERS 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 VISTA LASER CENTERS 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 April 30, 1996 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 as amended by a Certificate of Amendment filed on January 8, 1996; 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 2 "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 of the Certificate of Designation; "NOW, THEREFORE, BE IT RESOLVED, that Section 5 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: "Section 5. Dividends and Restrictions on Certain Repurchases. "5.1. The holders of the shares of Series B Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends or as dividends payable in Common Stock in accordance with the provisions of this Section 5, cumulative dividends at the annual rate of 5% per annum ($0.125 per share). Each of such annual dividends shall be fully cumulative and shall accrue (whether or not declared or permitted to be paid), from the first day such shares were first issued. "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 successfully complete an initial public offering of its securities with the first dividend payment date to be the last day of the month in which the first anniversary of such initial public offering shall occur. 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 (the "Record Date"); 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. "5.3. All dividends paid with respect to shares of the Series B Preferred Stock shall be paid pro rata to the holders entitled thereto. "5.4. No dividends, other than dividends payable solely in securities of the Corporation, shall be declared by the Board of Directors on any class or series of equity securities of the Corporation unless and until such time as all accrued and unpaid dividends on the Series B Preferred Stock have been paid in full or unless the Series B Preferred Stock has been redeemed in accordance with its terms or are fully converted into Common Stock of the Corporation or are otherwise reacquired and retired in full by the Corporation. The Corporation may not pay or set apart for payment, other than dividends or other distributions or payments payable solely in Common Stock, any other distributions on any shares of the Corporation's Common Stock, and may not purchase or otherwise redeem for cash or other tangible property, other than in shares of Common Stock, any shares of the Corporation's Common Stock or any warrants, rights or options exercisable for or convertible into any shares of Common Stock unless and until such time as the Series B Preferred Stock has been redeemed in accordance with its terms or are fully converted into Common Stock of the Corporation or are otherwise reacquired and retired in full by the Corporation. 3 "5.5(a). In the event the Corporation shall have accrued the payment of dividends beyond a date on which dividends would otherwise be declared hereunder due to the fact that the Corporation is not legally permitted to pay dividends in cash on all outstanding shares of Series B Preferred stock under the laws of the State of Nevada, the Corporation, at the election of its Board of Directors made at any time thereafter (so long as such dividends may not be paid in cash from funds legally available therefor), may elect to pay all cumulative accrued dividends otherwise due and payable in shares of Common Stock or Series B Preferred Stock in lieu of cash. In such event, the Corporation shall advise each holder of record of Series B Preferred Stock in writing on the Record Date, not more than 30 days nor less than 10 days prior to the respective dividend payment date, of the Corporation's election to make such interest payment in shares of the Corporation's Common Stock or Series B Preferred Stock. For the purposes of this Certificate, "Common Stock" shall mean the Corporation's Common Stock as constituted on the Record Date. "5.5(b) For any dividend payment to be made in Common Stock or Series B Preferred Stock as herein provided, the number of shares issuable for such dividend payment shall be determined by dividing the cumulative accrued dividend payments due on said dividend payment date by the Dividend Stock Value. "Dividend Stock Value" shall mean 100% of the Fair Market Value per share of the class or series of securities to be paid as dividends determined as of the applicable Record Date for the payment of such accrued dividends. For this purpose "Fair Market Value" as of any specific Record Date shall be determined by reference to the unweighted average closing sale prices for the class or series of securities to be paid as dividends during the ten days on which such shares are actually traded in the NASDAQ system or on a national securities exchange immediately prior to the Record Date upon which Fair Market Value is to be determined. (If for any reason closing sale prices are not quoted by the NASDAQ system on any such day, then the closing market price for such day shall be deemed the closing bid price for such day as reported by the National Quotation Bureau). In the event the class or series of securities to be paid as dividends is not actively quoted and traded in any securities market, the Fair Market Value thereof shall be determined in the exclusive discretion of the Corporation's Board of Directors acting in good faith." (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. 4 IN WITNESS WHEREOF, we have executed this instrument as of the dates set forth below. /s/ GHASSAN BARAZI ---------------------------- Ghassan Barazi, President /s/ THEODORE J. MAYER ---------------------------- Theodore J. Mayer, Secretary Province of Ontario } } s. County of Essex } On May 12, 1996, 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 VISTA LASER CENTERS 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 --------------------------- Signature of Notary State of New York } } s. County of ____________ } On 3rd day of May, 1996, 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 VISTA LASER CENTERS OF MICHIGAN, INC., and that by his signature on the instrument, the entity upon behalf of which the person acted executed the instrument. /s/ MOHAN K. DANSINGHANI --------------------------- Signature of Notary [Notary Stamp] DANSINGHANI MOHAN K. Notary Public, State of New York No. 01DA5039674 Qualified in Nassau County Commission Expires Feb. 21, 1997