CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
STRUTHERS, INC.
(the "Corporation")
The undersigned, being respectively the President and Secretary of the
Corporation, do hereby certify:
1. The original articles were filed with the Office of the Secretary
of State on October 10, 1995.
2. That the Board of Directors of the Corporation at a meeting duly
held on the 9th day of November, 1999 adopted a resolution to amend the original
articles as follows:
Article 4 is hereby amended to read as follows:
"4. The total number of shares of all classes of stock which
the Corporation shall have authority to issue is Nine
Hundred Six Million Five Hundred Twenty Thousand
(906,520,000) consisting of:
(a) Nine Hundred Million (900,000,000 shares of common stock,
par value _____ (the "Common Stock"):
(b) Six-Million Five Hundred Twenty Thousand (6,520,000 shares
of preferred stock, par value $.001 ("Preferred Stock"),
One Million Five Hundred Thousand (1,500,000) of which are
designated as "Class A Convertible Preferred Stock" ("Class
A Stock"); Five Million (5,000,000) of which are designated
as "Class B Convertible Preferred Stock"("Class B Stock");
Ten Thousand (10,000) of which are designated as "Class C
Preferred Stock" ("Class C Stock") and Ten Thousand
(10,000) of which are designated as "Class D Preferred
Stock" ("Class D Stock").
(A) Common Stock. The powers, preferences and rights
of the Common Stock shall be as follows.
(i) Voting Rights. Each outstanding share
is entitled to one vote in all matters.
(ii) Dividends. Subject to the preferential
rights of the Preferred Stock (if any),
holders of Common Stock have equal
ratable rights to dividends as and when
they may be declared by the Board of
Directors, out of any funds of the
Corporation legally available for the
payment of such dividends.
(iii) Distributions on Dissolution, Etc. Upon
any liquidation, dissolution or winding
up of the Corporation, whether
voluntary or involuntary, the remaining
net assets of the Corporation shall,
after payment in full of the
liquidation preference of any Preferred
Stock, be distributed pro rata to the
holders of the Common Stock and the
Preferred Stock on an "as if converted"
basis.
(B) Preferred stock. The rights, privileges and
restrictions of the Preferred stock shall be as
follows:
(i) Priority: The Preferred stock shall,
with respect to rights on liquidation,
dissolution or winding up, rank senior
to the Common stock as provided in
Subdivision (ix) of this Article 4.
(ii) Dividends and Distributions. The
holders of shares of Preferred Stock
shall not be entitled to receive any
dividends or other distributions except
on liquidation, dissolution or winding
up of the Corporation as provided in
Subdivision (ix) of this Article 4.
(iii) Voting Rights. Each share of the Class
A Stock and Class B Stock carries a
number of votes equal to the number of
shares of Common Stock then issuable
upon its conversion into Common Stock.
The Class A Stock and Class B Stock
will vote together with the Common
stock and not as separate class, except
as provided below. In no instance shall
Class A and Class B shareholders be
entitled to vote for directors of the
Corporation or on any sale, stock
issuance or the like with a combined
vote of more than 49%. In the event of
a vote of shareholders with respect to
any of the instances set forth in
subparagraphs (iv) (A) and (B) of this
Article 4, the Class C Stock shall have
a number of votes equivalent to 51% of
all shares having voting rights and
entitled to vote on such matters.
(iv) Protective Provisions.
(A) In each of the following
instances the consent of the
holders of a majority of each of
the outstanding Class A Stock,
Class B Stock and the holders of
all of the outstanding Class C
Stock and Class D Stock shall be
required for (i) any amendment or
change of the rights,
preferences, privileges or powers
of, or the restrictions provided
for the benefit of the Class A
Stock, Class B Stock, Class C
Stock and Class D Stock; (ii) any
action that authorizes, creates
or issues shares of any class of
stock having preferences superior
to or on a parity with the Class
A Stock, Class B Stock, Class C
Stock and Class D Stock; (iii)
any action that reclassifies any
outstanding shares into shares
having preferences or priority as
to dividends or assets senior to
or on a parity with a preference
of the Class A Stock, Class B
Stock, Class C stock and Class D
Stock; and (iv) any amendment of
the Corporation's Articles of
Incorporation that adversely
affects the rights of the Class A
Stock, Class B Stock, Class C
Stock and Class D Stock.
(B) In each of the following
instances the consent of the
holders of all of the outstanding
Class C Stock and Class D Stock
shall be required for (i) any
merger or consolidation of the
Corporation with one or more
other corporations and or
entities in which the
shareholders of the Corporation
immediately prior to such merger
or consolidation hold a majority
of the voting power of the
Corporation and immediately after
such merger or consolidation
would hold stock
representing less than a majority
of the voting power of the
outstanding stock of the
surviving corporation; (ii) the
sale of all or substantially all
the Corporation's assets' (iii)
the liquidation, or dissolution
of the Corporation; (iv) the
declaration or payment of any
dividend on the Common Stock
(other than a dividend payable
solely in shares of Common
Stock); or (v) any action which
the holders of the Class C Stock
and Class D Stock believe to be
contrary to the best interests of
the Corporation.
(v) Reservation of Stock Issuable Upon Conversion of
Shares of Preferred Stock of the Corporation. For
the purpose of effecting the conversion of the
shares of Preferred Stock the Corporation shall
at all times reserve and keep available out of
its authorized but unissued shares of Common
Stock such number of its shares of Common Stock
as shall from time to time be sufficient to
effect the conversion of all outstanding shares
of Preferred Stock; and if at any time the number
of authorized but unissued shares of common stock
shall not be sufficient to effect the conversion
of all then outstanding shares of Preferred
stock, in addition to such other remedies as
shall be available to the holder of such
Preferred Stock, the Corporation will take such
corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized
by unissued shares of Common Stock to such number
of shares as shall be sufficient for such
purposes. No fractional shares shall be issued
upon conversion of Preferred Stock, and the
number of shares of Common Stock to be issued be
rounded to the nearest whole share.
(vi) Conversion Rights.
(A) Each share of Class A Stock is
convertible at the option of the holder
into fully paid and non-assessable
shares of Common Stock as follows:
commencing on the first day of the
sixth month following the issuance of
Class A Stock ("Conversion Period") and
on the first day of each sixth month
period thereafter, for a total of six
Conversion Periods, one-sixth (1/6) of
the shares of Class A Stock held may be
converted by each holder thereof. The
amount of common shares into which the
class A Stock shall be converted at
each Conversion Period shall be as
follows: at each of the six Conversion
Periods the amount of Class A Stock
shares which may be converted shall be
divided by the average market value
between the bid and asked price of the
Corporation's shares during the ten day
trading period immediately preceding
the date of such Conversion period, but
not more than $.40, and the resultant
figure multiplied by three.
(B) Each share of Class B stock is
convertible at the option of the holder
into fully paid and non-assessable
shares of Common Stock as follows:
commencing on the first day of the
sixth month following the issuance of
Class B Stock ("Conversion Period") and
on the first day of each sixth month
period thereafter, for a total of six
Conversion Periods, one-sixth (1/6) of
the shares of Class B Stock held may be
converted by each holder thereof. The
amount of common shares
into which the Class B Stock shall be
converted at each Conversion Period
shall be as follows: at each of the
six Conversion Periods the amount of
Class B Stock shares which may be
converted shall be divided by the
average market value between the bid
and asked price of the Corporation's
shares during the ten day trading
period immediately preceding the date
of such Conversion Period, but not
more than $.40, and the resultant
figure multiplied by three.
(vii) Purchase Rights. The shares of Class D stock, as
a unit, shall have the right, at the option of
the holders thereof, their designees, assignees,
heirs and/or legal representatives, to purchase
on the first day of January and on the first day
of July of each year shares of Common Stock
equivalent in number to 5% of the issued and
outstanding stock of the Corporation. For this
purpose, the number of issued and outstanding
shares shall be fixed at a maximum of 100 million
shares or the then outstanding stock, whichever
is less, and a minimum of 50 million shares or
the then outstanding shares, whichever is
greater.
The purchase price shall be equal to 25% of the
average of the bid and asked price of the
Corporation's shares during the ten day trading
period immediately preceding the date of the
exercise of such right to purchase.
The right to purchase shall be cumulative if not
exercised in any semi- annual period and shall
not be subject to forfeiture in the event it is
not exercised in any semi-annual period. This
right to accumulate shall not exceed a maximum of
four consecutive bi-annual periods.
(viii) Conversion Adjustments. In the event this
Corporation effects a forward split or subdivides
the outstanding shares of Common Stock, or issues
additional shares of Common Stock as a dividend
on shares of Common stock, the Conversion Rate
shall be proportionately increased. In the event
the Corporation effects a reverse split or
combines the outstanding shares of Common Stock,
the Conversion Rate shall be proportionately
decreased.
(ix) Liquidation Preference. In the event of any
liquidation, dissolution or winding up of the
Corporation a merger or consolidation of the
Corporation in which its shareholders do not
retain a majority of the voting power in the
surviving corporation, or a sale of all or
substantially all of the corporation's assets,
the holders of the Class A Stock will be entitled
to receive an amount equal to the original
purchase price per share for the Class A stock
plus an amount equal to all declared but unpaid
dividends thereon (the "Preference Amount").
After the full liquidation preference on all
outstanding shares of the class A Stock has been
paid, then thereafter the holders of the Class B
Stock, will be entitled to receive an amount
equal to the original purchase price per share
for the class B Stock plus an amount equal to all
declared but unpaid dividends thereon. After the
full liquidation preference on all outstanding
shares of the Class B Stock has been paid, any
remaining funds and assets of the Corporation
legally available for distribution to
shareholders will be distributed pro rata among
the holders of the Preferred Stock and the common
Stock on an "as-if-converted" basis.
If the Corporation has insufficient assets to
permit payment of the Preference Amount in full
to any class of Preferred Stock shareholders,
then the assets of the Corporation will be
distributed ratably to the holders of that class
of Preferred Stock in proportion to the
Preference Amount each such holder would
otherwise be entitled to receive.
(x) No Impairment. The Corporation will not, by
amendment of its Articles of Incorporation or
through any reorganization, recapitalization,
transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms
to be observed or performed hereunder by the
Corporation, but will at all times in good faith
assist in the carrying out of all the provisions
herein and in the taking of all such actions as
may be necessary or appropriate in order to
protect the Conversion Rights and Voting Rights
of the holders of the Preferred Stock against
impairment."
3. A new article to be known as Article "5" shall be added and
shall read as follows:
"5. No Preemptive Rights. Except as provided in subparagraph
(b) (B) (vii) of Article 4, no holders of either Common
Stock or Preferred Stock of the Corporation shall be
entitled, as of right, to purchase or subscribe for any
part of any unissued stock of the Corporation or of any
stock of the Corporation to be issued by reason of any
increase of the authorized capital stock of the Corporation
or to purchase or subscribe for any bonds, certificates of
indebtedness, debentures or other securities convertible
into or carrying options or warrants to purchase stock or
other securities of the Corporation or to purchase or
subscribe for any stock of the Corporation purchased by the
Corporation or its nominee or nominees, or to have any
other preemptive rights."
4. A new article to be known as Article "6" shall be added and
shall read as follows:
"6. Combinations with Interested Stockholders. Sections NRS
78.411 to 78.444 inclusive of the Nevada Revised Statutes
shall be applicable to this Corporation whether or not the
Corporation has a class of voting shares registered with
the Securities and Exchange Commission under section 12 of
the Securities Exchange Act."
5. The number of shares of the Corporation outstanding and
entitled to vote on an amendment to the Articles of
Incorporation are 346,677,550 that the said changes and
amendments have been consented to and approved by a
majority vote of the stockholders holding at least a
majority of the stock outstanding and entitled to vote
thereon.
/S/ DOUGLAS W. BEATTY /S/ RHETT C. SEABROOK
- --------------------- ---------------------
Douglas W. Beatty, President Rhett C. Seabrook, Secretary
STATE OF SOUTH CAROLINA
COUNTY OF CHARLESTON
On the 25TH day of February, 2000 before me personally appeared
Douglas W. Beatty and Rhett C. Seabrook, each of whom acknowledged to me that he
executed the above instrument.
/S/ JOANN COFULD
Notary Public