STATE OF FLORIDA
DEPARTMENT OF STATE
I certify the attached is a true and correct copy of the Articles of
Incorporation, as amended to date, of ACCESS POWER, INC., a
corporation organized under the laws of the State of Florida, as shown
by the records of this office.
The documents number of this corporation is P96000083992.
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ARTICLES OF INCORPORATION
OF
ACCESS POWER, INC.
The undersigned incorporator hereby forms a corporation under
Chapter 607 of the laws of the State of Florida.
ARTICLE I. NAME
----------------
The name of the corporation shall be:
ACCESS POWER, INC.
The address of the principal office of this corporation shall be 61
South Roscoe Road, Ponte Vedra Beach, Florida 32082, and the mailing
address of the corporation shall be the same.
ARTICLE II. NATURE OF BUSINESS
-------------------------------
This corporation may engage or transact in any or all lawful
activities or business permitted under the laws of the United States,
the State of Florida or any other state, country, territory or nation.
ARTICLE III. CAPITAL STOCK
---------------------------
The maximum number of shares of stock that this corporation is
authorized to have outstanding at any one time is 10,000,000 shares of
common stock having no par value per share.
ARTICLE IV. REGISTERED AGENT
-----------------------------
The street address of the initial registered office of the
corporation shall be 1201 Hays Street, Tallahassee, Florida 32301, and
the name of the initial registered agent of the corporation at that
address is Corporation Service Company.
ARTICLE V. TERM OF EXISTING
----------------------------
This corporation is to exist perpetually.
ARTICLE VI. DIRECTORS
---------------------
All corporate powers shall be exercised by or under the authority
of, and the business and affairs of the corporation managed under the
direction of its Board of Directors, subject to any limitation set
forth in these Articles of Incorporation. This corporation shall have
two Directors, initially. The names and addresses of the initial
members of the Board of Directors are:
Glenn A. Smith 61 South Roscoe Road
Ponte Vedra Beach, Florida
32082
Michael L. Pitts 108 Nautilus Lane
Ponte Vedra Beach, Florida
32082
ARTICLE VII. INCORPORATOR
--------------------------
The name and street address of the incorporator to these Articles
of Incorporation:
Corporate Agents, Inc.
1201 Hays Street
Tallahassee, Florida 32301
The undersigned incorporator has executed these Articles of
Incorporation on October 10, 1996.
_______________________________
Incorporator
It's Agent, Deborah D. Skipper
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ACCEPTANCE OF REGISTERED AGENT DESIGNATED
-----------------------------------------
IN ARTICLES OF INCORPORATION
----------------------------
Corporation Service Company, a Delaware corporation authorized to
transact business in this State, having a business office identical
with the registered office of the corporation named above, and having
been designated as the Registered Agent in the above and foregoing
Articles, is familiar with and accepts the obligations of the position
on Registered Agent under Section 607.0505, Florida Statutes.
By: __________________________________
It's Agent, Deborah D. Skipper
Authorized Service Representative
Corporation Service Company
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ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
ACCESS POWER, INC.
Article III of the articles of incorporation of ACCESS POWER,
INC. was amended by the corporation's board of directors on May 23,
1997. The corporation is filing these articles of amendment to
articles of incorporation pursuant to F.S. 607.06J2.
1. The name of the corporation is ACCESS POWER, INC.
2. Article III of the articles of incorporation of ACCESS
POWER, INC. was amended as follows:
ARTICLE III. CAPITALIZATION
-----------------------------
The total number of shares of capital stock which the Corporation
has the authority to issue is fifty million (50,0000,000). The total
number of shares of common stock which the Corporation is authorized
to issue is forty million (40,000,000) and the par value of each share
of such common stock is one-tenth of one cent ($.001) for an aggregate
par value of forty thousand ($40,000). The total number of shares of
preferred stock which the Corporation is authorized to issue is ten
million (10,000,000) and the par value of each share of such preferred
stock is one-tenth of one cent ($.001) for an aggregate par value of
ten thousand dollars ($10,000). The voting powers, designations,
preferences and relative, participating, optional or other rights, if
any, and the qualifications, limitations or restrictions, if any, of
the preferred stock, in ore or more series, shall be fixed by one or
more resolutions providing for the issuance of such stock adopted by
the Corporations' board of directors (the "Board of Directors"), in
accordance with the provisions of the General Corporation Law of the
State of Florida and the Board of Directors is expressly vested with
authority to adopt one or more such resolutions.
3. The foregoing amendment in articles of incorporation was
duly adopted by the board of directors on May 23, 1997.
In witness whereof, the undersigned Director of this corporation
has executed these articles of amendment on May 23, 1997.
_______________________________________
Glenn A. Smith, Chairman
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ARTICLES OF AMENDMENT
OF
ACCESS POWER, INC.
DESIGNATING SERIES A PREFERRED STOCK
Glenn Smith, certifies that he is the President and a Director
ACCESS POWER, INC., a Florida corporation (hereinafter referred to as
the "Corporation" or the "Company"); that the Board of Directors of
the Corporation adopted the following amendments to the Articles of
Incorporation:
FIRST: That at a meeting of the Board of Directors of ACCESS
POWER, INC., on May 7th, 1998 a resolution was duly adopted by the
Board of Directors, without shareholder approval, as provided for in
Article III of the Articles of Amendment to the Articles of
Incorporation of Access Power, Inc. adopted May 23, 1997, setting
forth a proposed amendment to the Articles of Incorporation and
declaring said amendment to be advisable. The resolution setting
forth the proposed amendment is as follows:
The following is hereby appended to the end of Article III of the
Articles of Incorporation.
1. CREATION OF SERIES A CONVERTIBLE PREFERRED STOCK. There is
hereby created a series of preferred stock consisting of 1,000 shares
and designated as the Series A Convertible Preferred Stock, having the
voting powers, preferences, relative, participating, optional and
other special rights and the qualifications, limitations and
restrictions thereof that are set forth below.
2. DIVIDEND PROVISIONS. The holders of shares of Series A
Convertible Preferred Stocks shall be entitled to receive, when and as
declared by the Board of Directors out of any funds at the time
legally available therefor dividends at a par with the holders of
Common Stock as if the Series A Convertible Preferred Stock had been
converted into Common Stock on the record date for the payment of the
dividend. Dividends shall be waived with respect to any series of
Series A convertible Preferred Stock shall rank on a parity with each
other share of Series A Convertible Preferred Stock with respect to
dividends.
3. REDEMPTION PROVISIONS. Each share of the Series A
convertible Preferred Stock is redeemable, at the option of the
Company, upon the terms and conditions set froth herein, prior to the
day the registration statement to be filed by the Company becomes
effective. On the day the registration becomes effective, all rights
of the Company to a redemption of said shares shall be waived, as of 5
P.M. on the previous day, and any notice of redemption after said time
shall be null and void. If notice of redemption is received prior to
the time which said right expires, said shares shall be redeemable in
the following manner at a price of One Thousand Five Hundred
($1,500.00) Dollars per share (the "Redemption Price"). The
Corporation shall have the right to redeem each Share within twenty-
four (24) hours after the Notice of Conversion (as defined in Section
5(a)) is given by a Holder with respect to such Shares. The
Corporation shall effect such redemption by payment to the Holder by
wire transfer or certified check payable to Holder on or before the
Redemption Date, which shall be the later of (i) the fifth (5th)
calendar day after Notice of Conversion or (ii) the date on which the
Holder had delivered the certificates representing the Preferred
Shares proposed to be converted pursuant to Section 5(a)(1). In the
event the Corporation shall not make such payment it shall be deemed
to have waived its right to redemption as to those Shares. The
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Corporation shall have the right to redeem less than all of the Shares
which are subject to the Notice of Conversion.
4. LIQUIDATION PROVISIONS. In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or
involuntary, the Series A Convertible Preferred Stock shall be
entitled to receive an amount equal to One Thousand Five Hundred
($1,500.00) Dollars per share. After the full preferential
liquidation amount has been paid to, or determined and set apart for,
all other series of Preferred Stock hereafter authorized and issued,
if any, the remaining assets of the Corporation available for
distribution to shareholders shall be distributed ratably to the
holders of the common stock. In the event the assets of the
Corporation available for distribution to its shareholders are
insufficient to pay the full preferential liquidation amount per share
required to be paid the Corporation's Series A Convertible Preferred
Stock, the entire amount of assets of the Corporation available for
distribution to shareholders shall be paid up to their respective full
liquidation amounts first to the Series A Convertible Preferred Stock,
then to any other series of Preferred Stock hereafter authorized and
issued, all of which amounts shall be distributed ratably among
holders of each such series of Preferred Stock, and the common stock
shall receive nothing. A reorganization or any other consolidation or
merger of the Corporation with or into any other corporation, or any
other sale of all substantially all of the assets of the Corporation,
shall not be deemed to be a liquidation, dissolution or winding up of
the Corporation within the meaning of this Section 4, and the Series A
Convertible Preferred Stock shall be entitled only to (i) the right
provided in any agreement or plan governing the reorganization or
other consolidation, merger or sale of assets transaction, (ii) the
rights contained in the Florida Corporation Law and (iii) the rights
contained in other Sections hereof.
5. CONVERSION PROVISIONS. The holders of shares of Series A
Convertible Preferred Stock shall have conversion rights as follows
(the "Conversion Rights"):
(a) RIGHT TO CONVERT.
(1) Each share of Series A Convertible Preferred Stock
(the "Preferred Shares") shall be convertible, at the option
of its holder pursuant to the terms set forth herein, into a
number of shares of common stock of the Company at the
initial conversion rate (the "Conversion Rate") defined
below.
The initial Conversion Rate, subject to the adjustments
described below, shall be a number of shares of common stock
(rounded to the nearest whole number equal to $1,000 divided
by the lower of(i) Sixty-five (65%) of the average Market
Price of the common stock for the five trading days
immediately prior to the Conversion Date (defined below) or
(ii) 75% of closing bid price on the day of first
disbursement from escrow, increased proportionately for any
reverse stock split and decreased proportionately for any
forward stock split or stock dividend. For purposes of this
Section 5(a)(1), Market Price shall be the closing bid price
of the common stock on the Conversion Date, as reported by
the National Association of Securities Dealers Automated
Quotation System (NASDAQ) or the closing bid price on the
over the counter market if other than NASDAQ, averaged over
the five trading days prior to the date of conversion.
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The Holder shall notify the Corporation, by facsimile
notice to the Corporation at (904) 273-6309, copy by
overnight courier to Access Power, Inc., 10033 Sawgrass
Drive West, Suite 100, Ponte Verda, Florida 32004 of the
Holder's intent to convert (the "Notice of Conversion") in
the form set forth in Section 5(a)(3) hereof, executed by
the holder of the Preferred Share(s) or a specified portion
(as above provided) hereof, and accompanied, if required by
the Company, by proper assignment hereof in blank. Such
conversion shall be effectuated by surrendering the
Preferred Shares to be converted (with a copy, by facsimile
or courier, to the Company) to the Company's registrar and
transfer agent, Atlas Stock Transfer Company, 5899 S. State
Street, Salt Lake City, Utah 84107 ("Transfer Agent"). The
date on which notice of conversion (the "Conversion Date" is
given shall be the date on which the holder has delivered to
the Company, by facsimile or hand delivery, of the Notice of
Conversion duly executed to the Company. The Company shall
cause the Transfer Agent to complete the issuance and
delivery of Common Shares within five (5) calendar days of
receipt of such conversion form, provided that the Company
or its agent has received the Series A Convertible Preferred
Stock certificates which are the subject of the conversion
on or prior to such fifth calendar day.
(2) No less than 25 (or multiple thereof) shares of
Series A Convertible Preferred Stock may be converted at any
one time. No fractional shares of common stock shall be
issued upon conversion of the Series A Convertible Preferred
Stock, in lieu of fractional shares, the number of shares
issuable will be rounded to the nearest whole share.
(3) Upon receipt of a Notice of Conversion, the
Corporation shall absolutely and unconditionally be
obligated to cause a certificate or certificates
representing the number of shares of Common Stock to which
the converting holder or Preferred Shares shall be entitled
as provided herein, which shares shall constitute fully paid
and nonassessable shares of Common Stock to be issued to,
delivered by overnight courier to, and received by such
holder by the fifth (5th) calendar day following the
Conversion Date, unless the company has duly redeemed the
Preferred Shares which are the subject of the Notice of
Conversion in accordance with Section 3 hereof. Such
delivery shall be made at such address as a holder may
designate thereof in its Notice of Conversion or in its
written instructions submitted together therewith. In the
event the Company fails to deliver the shares of Common
Stock in accordance with the terms and conditions set forth
herein, the Company shall be liable for the payment of a
penalty and shall be unconditionally obligated to pay the
Converting Shareholder(s) an additional monetary penalty of
8
$200.00 per $10,000 converted per day after five (5) days
should the converted shares not be delivered to the
Converting Shareholder(s) as provided for in Section
________.
(4) The form of conversion Certificate shall read
substantially as follows:
The undersigned holder (the "Holder") is surrendering to
Access Power, Inc., a Florida corporation (the "Company"),
one or more certificates representing shares of Series A
Convertible Preferred Stock of the Company (the "Preferred
Stock") in connection with the conversion of all or a
portion of the Preferred Stock into shares of Common Stock,
$.001 par value per share, of the Company (the "Common
Stock") as set forth below.
1. The Holder understands that the Preferred Stock
was issued by the Company pursuant to the exemption from
registration under the United States Securities Act of 1933,
as amended (the "Securities Act"), provided by Regulation D
promulgated thereunder.
2. The Holder represents and warrants that all offers
and sales of the Common Stock issued to the Holder upon such
conversion of the Preferred Stock shall be made (a) pursuant
to an effective registration statement under the Securities
Act, (b) in compliance with Rule 144, or (c) pursuant to
some other exemption from registration.
Number of Shares of Preferred Stock being converted:
______________________________________
Applicable Conversion Price:___________________________
Number of Shares of Common Stock Issuable:_____________
Date of conversion:____________________________________
Delivery Instructions for certificates of Common Stock and
for new certificates representing any remaining shares of
Preferred Stock;
_______________________________________________________
_______________________________________________________
_______________________________________________________
_______________________________________________________
NAME OF HOLDER:
_________________________
_________________________
(Signature of Holder)
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(b) Adjustments to Conversion Rate
------------------------------
(1) RECLASSIFICATION, EXCHANGE AND SUBSTITUTION. if
the common stick issuable on conversion of the Series A
Convertible Preferred Stock shall be changed into the same
or a different number of shares of any other class or
classes of stock, whether by capital reorganization,
reclassification, reverse stock split or forward stock split
or stock dividend or otherwise (other than a subdivision or
combination of shares provided for above), the holders of
the Series A Convertible Preferred Stock shall, upon its
conversion, be entitled to receive, in lieu of the common
stock which the holders would have become entitled to
received but for such change, a number of shares of such
other class or classes of stock that would have been subject
to receipt by the holders if they had exercised their rights
of conversion of the Series A Convertible Preferred Stock
immediately before that change.
(2) REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR SALE
OF ASSETS. If at any time there shall be a capital
reorganization of the Corporation's common stock (other than
a subdivision, combination , reclassification or exchange of
shares provided for elsewhere in this Section (b) or merger
of the Corporation into another corporation, or the sale of
the Corporation's properties and assets as, an entirety to
any other person), then, as a part of such reorganization,
merger or sale, lawful provision shall be made so that the
holders of the Series A Convertible Preferred Stock shall
thereafter be entitled to receive upon conversion of the
Series A Convertible Preferred Stock shall thereafter be
entitled to receive upon conversion of the Series A
Convertible Preferred Stock, the number of shares of stock
or other securities or property of the Corporation, or of
the successor corporation resulting from such merger, to
which holders of the common stock deliverable upon
conversion of the Series A Convertible Preferred Stock would
have been entitled on such capital reorganization, merger or
sale if the Series A Convertible Preferred Stock had been
converted immediately before that capital reorganization,
merger or sale to the end that the provisions of this
paragraph (b)(3) (including adjustment of the Conversion
Rate then in effect and number of shares purchasable upon
conversion of the Series A Convertible Preferred Stock)
shall be applicable after that event as nearly equivalent as
may be practicable.
(3) In the event (a) the Company does not file a
registration statement under the Securities Act of 1933
covering the Common Stock issuable upon conversion of the
Series A Convertible Preferred Stock within 30 days of the
closing (the "Closing Date"), (b) the registration statement
is not declared effective within 120 days of the Closing
Date or (c) the Company does not issue the Common Shares
within the time limits set forth in the penultimate sentence
of Section 5(a)(1), Conversion Rate shall be adjusted to
increase the number of shares of common stock assessable by
5%. The foregoing adjustments are cumulative and not
exclusive.
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(c) NO IMPAIRMENT. The Corporation will not, by
amendment of its Certificate of Incorporation or through any
reorganization, recapitalization, transfer of assets,
merger, dissolution, 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 provision of this Section 5 and
in the taking of all such actions as may be necessary or
appropriate in order to protect the Conversion Rights of the
holders of the Series A Convertible Preferred Stock against
impairment.
(d) CERTIFICATE AS TO ADJUSTMENTS. Upon the
occurrence of each adjustment or readjustment of the
Conversion Rate for any shares of Series A Convertible
Preferred Stock, the Corporation at its expense shall
promptly compute such adjustment or readjustment in
accordance with the terms hereof and prepare and furnish to
each holder of Series A Convertible Preferred Stock effected
thereby a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon the
written request at any time of any holder of Series A
Convertible Preferred Stock, furnish or cause to be
furnished to such holder a like certificate setting forth
(i) such adjustments and readjustments, (ii) the Conversion
Rate at the time in effect, and (iii) the number of common
stock and the amount, if any, of other property which at the
time would be received upon the conversion of such holder's
shares of Series A Convertible Preferred Stock.
(e) NOTICES OF RECORD DATE. In the vent of the
establishment by the Corporation of a record of the holders
of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend
(other than a cash dividend) or other distribution, the
Corporation shall mail to each holder of Series A Preferred
Stock at least twenty (20) days prior to the date specified
therein, a notice specifying the date on which any such
record is to be taken for the purpose of such dividend or
distribution and the amount and character of such dividend
or distribution.
(f) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The
Corporation shall at all times reserve and keep available
out of its authorized but unissued shares of common stock
solely for the purpose of effecting the conversion of the
shares of the Series A Convertible Preferred Stock such
number of its shares of common stock as shall from time to
time be sufficient to effect the conversion of all then
outstanding shares of the Series A 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 the Preferred
Stock, the Corporation will take such corporate action as
may, in the opinion of its counsel, be necessary to increase
its authorized but unissued shares of common stock to such
number of shares as shall be sufficient for such purpose.
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(g) NOTICES. Any notices required by the provisions
of this Paragraph (e) to be given to the holders of shares
of Series A Convertible Preferred Stock shall be deemed
given if deposited in the United Sate mail, postage prepaid,
and addressed to each holder of record at its address
appearing on the books of the Corporation.
In witness whereof, the undersigned President and Director
of this corporation has executed these articles of amendment on May 21, 1998.
________________________________
Glenn Smith, Chairman
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EXHIBIT I
CERTIFICATE OF CONVERSION
The undersigned holder (the "Holder") is surrendering to
Access Power, Inc., a Florida corporation (the "Company"),
one or more certificates representing shares of Series A
Convertible Preferred Stock of the Company (the "Preferred
Stock") in connection with the conversion of all or a
portion of the Preferred Stock into shares of Common Stock,
$.001 par value per share, of the Company (the "Common
Stock") as set forth below.
1. The Holder understands that the Preferred Stock
was issued by the Company pursuant to the exemption from
registration under the United States Securities Act of 1933,
as amended (the "Securities Act"), provided by Regulation D
promulgated thereunder.
2. The Holder represents and warrants that all offers
and sales of the Common Stock issued to the Holder upon such
conversion of the Preferred Stock shall be made (a) pursuant
to an effective registration statement under the Securities
Act, (b) in compliance with Rule 144, or (c) pursuant to
some other exemption from registration.
Number of Shares of Preferred Stock being converted: ________
Applicable Conversion Price: ________________________________
Number of Shares of Common Stock Issuable:___________________
Date of conversion: _________________________________________
Delivery Instructions for certificates of Common Stock and
for new certificates representing any remaining shares of
Preferred Stock;
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
NAME OF HOLDER:
_______________________________
_______________________________
(Signature of Holder)
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