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EXHIBIT 3.1.2
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
NOV 02 1995
No. 11178-95
Dean Heller, Secretary of State
/s/ DEAN HELLER
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CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
THE PRK LASER CENTERS OF MICHIGAN, INC.
We the undersigned, GHASSAN BARRAZI, the duly elected President, and
THEODORE MAYER, the duly elected Secretary, of THE PRK LASER CENTERS OF
MICHIGAN, INC. do hereby certify:
That the Board of Directors of said corporation at a meeting duly
convened, held on the 1st day of September, 1995, adopted a resolution to amend
the original articles of incorporation of the corporation as follows:
Article FIRST is hereby amended in its entirety to read as follows:
"FIRST:
The name of the corporation (hereinafter called the corporation)
is THE LASER EYE SITES OF MICHIGAN, INC."
Article THIRD is hereby amended in its entirety to read as follows:
"THIRD:
(a) The aggregate number of shares which the corporation shall
have authority to issue is twenty-five million (25,000,000), which are
divided into five million (5,000,000) Preferred shares of a par value of
one cent ($0.01) each and twenty million (20,000,000) Common shares of a
par value of one cent each.
No holder of shares of stock of the corporation shall be
entitled to preemptive rights to subscribe for, purchase or otherwise
acquire any shares of stock which the corporation proposes to issue.
(b) Subject to the General Corporation Law of the State of
Nevada, the designations, powers, preferences, rights, and the
qualifications or restrictions of each class of capital stock are as
follows:
(1) Shares of Preferred Stock may be issued from time to
time in one or more series, each such series to have such
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distinctive serial designation or title and number of shares as
shall be fixed and stated by resolution or resolutions of the
Board of Directors prior to the issuance of any shares thereof.
All the Preferred Stock of any one series shall be identical with
each other in such series in all respects, except that shares of
any one series issued at different times may differ as to the
dates from which dividends thereon shall be cumulative; and all
Preferred Stock shall be of equal rank, regardless of series, and
shall be identical in all respects, except as to the particulars
fixed by the Board as hereinbelow provided. Each such series may
differ from every other series already outstanding as may be
determined from time to time by the Board of Directors prior to
the issuance of any shares thereof, in any or all of the
following, but in no other respects:
(i) The rate of dividend, if any, which the Preferred Stock of
any such series shall be entitled to receive, whether the
dividends of such series shall be cumulative or
noncumulative and, if such dividends shall be cumulative,
the date from which they shall be cumulative.
(ii) The right or obligation, if any, of the corporation to
redeem shares of Preferred Stock of any series and the
amount per share which the Preferred Stock of any such
series shall be entitled to receive in case of the
redemption thereof, which shall be no event be less than
the par value thereof, and the right of the corporation,
if any to reissue any such shares after the same shall
have been redeemed.
(iii) The amount per share, if any, which the Preferred Stock of
any such series shall be entitled to receive in case of
the voluntary liquidation, distribution, or sale of
assets, dissolution or winding up of the corporation, or
in case of the involuntary liquidation, distribution or
sale of assets, dissolution or winding up of the
corporation, which shall in no event be less than the par
value thereof.
(iv) The right, if any, of the holders of Preferred Stock of
any such series to convert the same into other classes or
series of stock or other securities, and the terms and
conditions of such conversion, including without
limitation any provisions for the subsequent adjustment of
such conversion rights.
(v) The voting power, if any, of the holders of Preferred
Stock of any series, and the terms and conditions under
which they may exercise such voting power in addition to
any voting power expressly required by law.
(vi) The terms of the sinking fund or fund of a similar nature,
if any, to be provided for the retirement or redemption of
Preferred Stock of any such series.
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The description and terms of the Preferred Stock of each series
in respect of the foregoing particulars shall be fixed and
determined by the board of directors by appropriate resolution or
resolutions at or prior to the time of the authorization of the
issue of the original shares of each such series, which
resolution or resolutions shall be set forth in a certificate
filed with the Secretary of State of Nevada. The board of
directors is further authorized, within the limitations and
restrictions set forth in these articles or stated in any
resolution or resolutions of the board originally fixing the
number of shares constituting any series of Preferred Stock, to
increase or decrease (but not below the number of shares of such
series then outstanding) the number of shares of any such series
subsequent to the issue of shares of that series. In case the
number of shares of any series shall be so decreased, the shares
constituting such decrease shall resume the status which they had
prior to the adoption of the resolution originally fixing the
number of shares of such series.
(2) The authority of the board of directors to determine
the powers, preferences and privileges of each such series of
Preferred Stock shall be subject to the qualifications,
limitations and restrictions set forth in subsections (3) through
(6) inclusive of this Article THIRD.
(3) In case the stated dividends and the amounts payable
on liquidation, distribution or sale of assets, dissolution or
winding up of the corporation are not paid in full, the
stockholders of all series of the Preferred Stock shall share
ratably in the payment of dividends, including accumulations, if
any, in accordance with the sums which would be payable on such
shares if all dividends were declared and paid in full and in any
distribution of assets other than by way of dividends, in
accordance with the sums which would be payable on such
distribution if all sums payable were discharged and paid in
full.
(4) The holders of the Preferred Stock shall be entitled
to receive, when and as declared by the board of directors, out
of funds legally available therefor, preferential dividends in
cash or other property at, but not exceeding, the rate, if any,
fixed for each particular series. The holders of the Preferred
Stock shall not be entitled to receive any dividends thereon
other than dividends referred to in this subsection (4).
(5) So long as any of the Preferred Stock remains
outstanding, in no event shall any dividend whatever, whether in
cash or other property (other than in shares of Common Stock), be
paid or declared or any distribution be made on the Common Stock,
nor shall any shares of the Common Stock be purchased, retired or
otherwise acquired for a consideration by the corporation (A)
unless the full dividends of the Preferred Stock for all past
dividend periods from the respective date or dates on which they
became cumulative, if such dividends are cumulative, shall have
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been paid and the full dividend thereon for the then current
quarter-yearly dividend period shall have been paid or declared
and a sum set apart sufficient for the payment thereof; and (B)
unless, if at any time the corporation is obligated to retire
shares of any series of the Preferred Stock pursuant to a sinking
fund or a fund of a similar nature, all arrears, if any, in
respect of the retirement of the Preferred Stock of all such
series shall have been made good. Subject to the foregoing
provisions and not otherwise, such dividends (payable in cash,
stock or otherwise) as may be determined by the board of
directors may be declared and paid on the Common Stock from time
to time out of the remaining funds of the corporation legally
available therefor, and the Preferred Stock shall not be entitled
to participate in any such dividend, whether payable in cash,
stock or otherwise.
(6) In the event of any liquidation, distribution or sale
of assets, dissolution or winding up of the corporation, whether
voluntary of involuntary, then before any distribution or payment
shall be made to the holders of the Common Stock, the holders of
the Preferred Stock of each series shall be entitled to be paid
in cash the applicable liquidation price per share fixed at the
time of the original authorization of issuance of shares of such
respective series, together with a sum, in the case of each share
of the Preferred Stock, computed at the annual dividend rate for
the series of which the particular share is a part from the date
on which dividends on such share became cumulative, if such
dividends are cumulative, to the date fixed for such distribution
or payment less the aggregate amount of all dividends theretofore
and on such distribution or payment date paid thereon. If such
payment shall have been made in full to the holder of the
Preferred Stock, the remaining assets and funds of the
corporation shall be distributed among the holders of the Common
Stock according to their respective shares.
(7) Subject to the powers, preferences, rights and the
qualifications, limitations and restrictions thereof, with
respect to each class of capital stock of the corporation having
any preference or priority over the Common Stock, the holders of
the Common Stock shall have and possess all rights appertaining
to capital stock of the corporation. The holders of the Common
shares shall be entitled to vote in all matters requiring
stockholder approval including the election of directors and all
other matters."
The number of shares of the corporation outstanding and entitled to vote
on an amendment to the Articles of Incorporation is 100,000 shares of 10% Series
A Cumulative Convertible Preferred Stock; that no shares of Common Stock have
yet been issued and that no other series of Preferred Stock has yet been
designated or issued; that the said changes and amendments have been consented
to an approved by a majority vote of the stockholders holding at least a
majority of each class of stock outstanding and entitled to vote thereon.
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/s/ GHASSAN BARAZI
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Ghassan Barazi, President
/s/ THEODORE J. MAYER
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Theodore J. Mayer, Secretary
Province of Ontario }
} s.
County of Essex }
On October 25th, 1995, personally appeared before me, a Notary Public,
GHASSAN BARAZI, who acknowledged that he executed the above instrument.
[Notary Seal] /s/ G. F. COUREY
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Signature of Notary
Gabriel Joseph Courey
State of New York }
} s.
County of New York }
On Oct. 30, 1995, personally appeared before me, a Notary Public,
THEODORE J. MAYER, who acknowledged that he executed the above instrument.
/s/ PATRICIA MURRAY
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Signature of Notary
[Notary Stamp]
PATRICIA MURRAY
Notary Public, State of New York
No. 31-4793355
Qualified in New York County
Commission Expires 11-30 1996