Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
THE CERTIFICATE OF INCORPORATION
OF
ORION ACQUISITION CORP. I
TO: Secretary of State
State of Delaware
Pursuant to the provisions of Section 242 of the General Corporation Law of
the State of Delaware, the undersigned corporation executes the following
Certificate of Amendment to its Certificate of Incorporation:
1. The name of the corporation is Orion Acquisition Corp. I.
2. The following amendments to the Certificate of Incorporation was
approved by the directors and thereafter duly adopted by the stockholders of the
corporation on the day of June, 1997.
FIRST:
RESOLVED, that Article 1 of the Certificate of Incorporation be and is
hereby amended to read as follows:
The name of the Corporation is North Atlantic
Acquisition Corp.
SECOND:
RESOLVED, that Article 4 of the Certificate of Incorporation be and is
hereby amended to read as follows:
4. The total number of shares of all classes of stock which the
Company shall have the authority to issue is 11,250,000, of which 10,250,000
shall be shares of Common Stock, par value $.01 per shares and 1,000,000 shall
be shares of Preferred Stock, par value $.01 per share. The relative rights,
preferences and limitations of the shares of capital stock shall be as follows:
COMMON STOCK. The Company's Common Stock shall be divided into two
classes, designated as Class A and Class B Exchangeable. Of the 10,250,000
shares of Common Stock, 10,000,000 shall be designated as Class A Stock and
250,000 shall be designated as Class B Exchangeable Stock.
A. CLASS A. The holders of the Class A Stock shall have the following
rights:
VOTING. Each share of Class A shall be entitled to one vote per
share with respect to the election of directors and any other matter submitted
to shareholders.
REDEMPTION. In the event that a Business Combination
defined as a merger, exchange or purchase of capital stock, asset acquisition or
other business combination with an operating business, but not be limited to any
particular location or industry ("Business Combination") is not consummated
within 18 months of the effective date of the prospectus offering the Class A
Stock for sale to the public, (or 24 months from the effective date of such
prospectus if, prior to the expiration of the 18-month period, the Company has
become a party to a letter of intent or a definitive agreement to effect a
Business Combination ("Extension Criteria")), the Company shall submit a
proposal for a vote by the holders of Class A Stock, pursuant to which the
holders of Class A Stock will have the option to receive an amount in redemption
of the shares, equal to the amounts in the interest bearing escrow account which
will be approximately equal to the initial purchase offering price per Unit of
$10.00 per share.
B. CLASS B. The holders of the Class B Exchangeable Stock shall have the
following rights:
VOTING. Each share of Class B Exchangeable Stock shall be
entitled to two votes per share in the election of directors and on any other
matter presented to the shareholders, except that the holders of Class B Stock
shall not be entitled to vote with respect to the redemption of Class A Stock
described above.
EXCHANGE PRIVILEGE. (a) The Class B Exchangeable Stock is
exchangeable into two Units, each consisting of one share of the Class A Stock
and one Class A Purchase Warrant entitling the holder to purchase one share of
Class A Common Stock at a purchase price of $9.00 per share, subject to
adjustment, 90 days after the close of business on the first business day after
the completion of a Business Combination, or any earlier date on or after the
date of a Business Combination that H.J. Meyers & Co., Inc., as underwriter in
the public offering of the Common Stock of the Company, in its sole discretion
so elects. This conversion privilege shall expire at 5:00 p.m., New York City
time, ont he first anniversary of the date of the close of business of a
Business Combination.
(b) Following any redemption of Class A Stock in the event that a
Business Combination is not consummated within 18 months from the effective date
of the prospectus offering the Class A Stock for sale in the public market (or
24 months if the Extension Criteria is satisfied), each share of Class B
Exchangeable Stock shall be automatically exchanged for two shares of Class A
Stock without any action by the holders of Class B Stock. The shares of Class A
Stock received in such exchange will not be eligible for the redemption
described above.
(c) Upon the exchange of Class B Stock for Class A Stock,
whether pursuant to the consummation of a Business Combination or the redemption
of the Class A Stock, there will be only one class of Common Stock of the
Company. At such time the Company shall file an amendment to its Certificate of
Incorporation evidencing the one class of Common Stock, however, failure to file
such certificate shall have no effect on the existence of only one class of
Common Stock pursuant to this provision of the Certificate of Incorporation.
C. DIVIDENDS. The holders of Class A and Class B Exchangeable Stock
shall be entitled to receive dividends when, as and if declared by the Board of
Directors out of the funds legally available therefor.
PREFERRED STOCK. One hundred (100) shares of the Preferred Stock shall be
designated as "Series A Convertible Preferred Stock" and shall not be entitled
to vote with respect to the election of directors or on any other matter
submitted to stockholders, unless required by law or upon conversion to common
stock, as provided below.
CONVERSION PRIVILEGE. The Preferred Stock is convertible into
shares of the common stock of the Company at any time after the close of
business on the first business day after the completion of a Business
Combination defined as a merger, exchange or purchase of capital stock, asset
acquisition or other business combination with an operating business, but not be
limited to any particular location or industry.
REDEMPTION PRIVILEGE. The Preferred Stock is redeemable at the
option of the holder(s) thereof upon notice from the Company to the holder(s)
thereof that the Company has not and will not complete a Business Combination,
and for a period of thirty (30) days following the date of such notice. The
redemption price shall be the price originally paid to the Company for such
Preferred Stock, as established by the Company's Board of Directors. In the
event of a liquidation or dissolution of the Company, the rights of the holders
of the Company's Common Stock are subordinate to the rights of the holders of
the Preferred Stock hereunder.
3. The number of shares outstanding at the time of the adoption of the
amendment was 106,000. The total number of shares entitled to vote thereon was
106,000.
4. The number of shares voting for and against such amendment is as
follows:
Number of Shares Number of Shares
Voting for Amendment Voting Against Amendment
-------------------- ------------------------
106,000 0
5. This Certificate of Amendment shall be effective as of the date of
filing.
Dated this _________ day of June, 1997.
ORION ACQUISITION CORP. I
BY:_____________________________
David J. Mitchell,
Chief Executive Officer