CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
SPEED RELEASE LOCK COMPANY
SPEED RELEASE LOCK COMPANY (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware (the "DGCL"), hereby adopts the following Certificate of Amendment to
the Certificate of Incorporation and,
DOES HEREBY CERTIFY:
FIRST: The name of the Corporation is SPEED RELEASE LOCK COMPANY.
SECOND: By Written Consent dated November 30, 2000, the Board of
Directors of the Corporation, adopted the following resolutions amending ARTICLE
4 of the Certificate of Incorporation of the Corporation filed March 8, 2000:
WHEREAS, the Board deems it desirable and generally in the
best interest of the Corporation and its shareholders to amend the
Corporation's Certificate of Incorporation to increase the number of
shares of common stock, par value $.001 per share ("Common Stock")
authorized for issuance to Fifty Million (50,000,000) shares; and
WHEREAS, upon the effectiveness of such amendment to the
Certificate of Incorporation, the Board desires to effect a 1-for-10
reverse split of the Corporation's issued and outstanding shares of
Common Stock whereby each ten shares of the old Common Stock, validly
issued and outstanding on the effective date of the amendment to the
Certificate of Incorporation, would be converted, without any action on
behalf of the holder thereof, into one share of new Common Stock;
provided, that no fractional shares shall be issued and in lieu
thereof, each holder of Common Stock whose aggregate shares of old
Common Stock are fewer than 10 shares or not even divisible by 10 shall
receive one full share of new Common Stock in exchange for such
fractional share; and
WHEREAS, the General Corporation Law of the State of Delaware
requires the approval of the stockholders of the Corporation prior to
the amendment of the Certificate of Incorporation and the Board desires
to submit the amendments to the stockholders for approval and recommend
to the stockholders that such amendments be approved ratified and
adopted.
CERTIFICATE OF AMENDMENT - PAGE 1
NOW, THEREFORE, BE IT RESOLVED, that the Certificate of
Incorporation of the Corporation be amended to increase the number of
shares of Common Stock authorized for issuance by the Corporation to
Fifty Million (50,000,000) shares and to effect a 1-for-10 reverse
split of the Common Stock (collectively, the "Proposed Amendment"); and
further
RESOLVED, that the Secretary of the Corporation is directed to
submit the Proposed Amendment to the stockholders of the Corporation
for adoption and ratification with the recommendation of the Board that
such Proposed Amendment be adopted and ratified; and further
RESOLVED, that, subject to approval of the Proposed Amendment
by the stockholders of the Corporation, the officers of the Corporation
be, and each hereby is, authorized, empowered and directed to prepare,
execute and deliver such Certificate of Amendment to the Certificate of
Incorporation, certifying the adoption of these resolutions and the
approval of the Proposed Amendment by the stockholders of the
Corporation, as shall be necessary to (i) cause the first paragraph of
ARTICLE 4 of the Corporation's Certificate of Incorporation to be
amended to read, in its entirety, as follows:
"The aggregate number of shares which the Corporation
shall have authority to issue is Sixty Million (60,000,000)
shares, consisting of (A) Fifty Million (50,000,000) shares of
common stock, par value $.001 per share (the "Common Stock")
and (B) Ten Million (10,000,000) shares of preferred stock,
par value $.001 per share (the "Preferred Stock")."
and (ii) to add at the end of ARTICLE 4 a new paragraph to read, in its
entirety, as follows:
"On the date that this Certificate of Amendment is
filed with the Secretary of State of the State of Delaware
(the "Effective Date"), every ten (10) shares of Common Stock
of the Corporation issued and outstanding at the close of
business on the Effective Date (the "Old Common Stock") will
automatically be converted into one share of common stock, par
value $.001 per share (the "New Common Stock") of the
Corporation. No fractional shares will be issued and, in lieu
thereof, each holder of Common Stock whose aggregate shares of
Old Common Stock held in one name or account immediately prior
to the Effective Date are fewer than ten (10) shares or not
evenly divisible by ten (10) shall receive one full share of
New Common Stock in exchange for such fractional share."
CERTIFICATE OF AMENDMENT - PAGE 2
RESOLVED, that, in connection with such reverse stock split,
the officers of the Corporation shall cause additional certificates to
be issued to each of the stockholders of the Corporation evidencing the
new shares of Common Stock issued to each respective stockholder as a
result of such reverse stock split.
THIRD: The Proposed Amendment to ARTICLE 4 of the Certificate of
Incorporation of the Corporation was submitted to the stockholders of the
Corporation and, by Written Consent dated December 31, 2000, pursuant to Section
228 of the DGCL, the stockholders of the Corporation adopted, approved and
confirmed such Proposed Amendment to ARTICLE 4 of the Certificate of
Incorporation of the Corporation.
FOURTH: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
[SIGNATURE PAGE FOLLOWS]
CERTIFICATE OF AMENDMENT - PAGE 3
IN WITNESS WHEREOF, SPEED RELEASE LOCK COMPANY, has caused this
Certificate of Amendment to the Certificate of Incorporation to be executed by
its duly authorized officers this 31 day of December, 2000.
SPEED RELEASE LOCK COMPANY
By: /s/ Steve Bedowitz
-----------------------------------
Steve Bedowitz, President
ATTEST:
By: /s/ Steve Bedowitz
---------------------------
Steve Bedowitz, Secretary
CERTIFICATE OF AMENDMENT - PAGE S-1