ARTICLES OF AMENDMENT
OF
ISOLYSER COMPANY, INC.
Pursuant to Sections 14-2-1001 and 14-2-1002 of the Georgia Business
Corporation Code, Isolyser Company, Inc., a Georgia corporation (the
"Corporation"), hereby submits these Articles of Amendment for the purpose of
amending its Articles of Incorporation:
1. The name of the Corporation is Isolyser Company, Inc.
2. The amendment to the Articles of Incorporation of the
Corporation attached hereto as Appendix A was duly adopted by
the Board of Directors of the Corporation effective the 19th
day of December, 1996.
3. The consent of the shareholders of the Corporation was not
required for the amendment of the Corporation's Articles of
Incorporation.
4. These Articles of Amendment will be effective upon filing.
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be executed by its President this 19th day of December, 1996.
ISOLYSER COMPANY, INC.
By:
Robert L. Taylor, President
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APPENDIX A
Article V of the Articles of Incorporation of Isolyser Company, Inc. is
amended to add a new Section 1.4 thereto, which shall read in its entirety as
follows:
1.4. Participating Preferred Stock.
1.4.1. The distinctive serial designation of this series shall
be "Participating Preferred Stock" (hereinafter called "this Series").
Each share of this Series shall be identical in all respects with the
other shares of this Series except as to the dates from and after which
dividends thereon shall be cumulative.
1.4.2. The number of shares in this Series shall initially be
500,000 which number may from time to time be increased or decreased
(but not below the number then outstanding) by the Board of Directors.
Shares of this Series purchased by the Corporation shall be canceled
and shall revert to authorized but unissued shares of Preferred Stock
undesignated as to series. Shares of this Series may be issued in
fractional shares, which fractional shares shall entitle the holder, in
proportion to such holder's fractional share, to all rights of a holder
of a whole share of this Series.
1.4.3. The holders of full or fractional shares of this Series
shall be entitled to receive, when and as declared by the Board of
Directors, but only out of funds legally available therefor, dividends,
on each date that dividends or other distributions (other than
dividends or distributions payable in Common Stock of the Corporation)
are payable on or in respect of Common Stock comprising part of the
Reference Package (as defined below), in an amount per whole share of
this Series equal to the aggregate amount of dividends or other
distributions (other than dividends or distributions payable in Common
Stock of the Corporation) that would be payable on such date to a
holder of the Reference Package. Each such dividend shall be paid to
the holders of record of shares of this Series on the date, not
exceeding seventy days preceding such dividend or distribution payment
date, fixed for the purpose by the Board of Directors in advance of
payment of each particular dividend or distribution. Dividends on each
full and each fractional share of this Series shall be cumulative from
the date such full or fractional share is originally issued provided
that any such full or fractional share originally issued after a
dividend record date and on or prior to the dividend payment date to
which such record date relates shall not be entitled to receive the
dividend payable on such dividend payment date or any amount in respect
of the period from such original issuance to such dividend payment
date.
The term "Reference Package" shall initially mean 100 shares
of common stock, $.001 par value per share ("Common Stock"), of the
Corporation. In the event the Corporation shall at any time after the
close of business on December 31, 1996 (A) declare or pay a dividend on
any Common Stock payable in Common Stock, (B) subdivide any Common
Stock, or (C) combine any Common Stock into a smaller number
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of shares, then and in each such case the Reference Package after such
event shall be the Common Stock that a holder of the Reference Package
immediately prior to such event would hold thereafter as a result
thereof.
Holders of shares of this Series shall not be entitled to any
dividends, whether payable in cash, property or stock, in excess of
full cumulative dividends, as herein provided on this Series.
So long as any shares of this Series are outstanding, no
dividend (other than a dividend in Common Stock or in any other stock
ranking junior to this Series as to dividends and upon liquidation)
shall be declared or paid or set aside for payment or other
distribution declared or made upon the Common Stock or upon any other
stock ranking junior to this Series as to dividends or upon
liquidation, nor shall any Common Stock nor any other stock of the
Corporation ranking junior to or on a parity with this Series as to
dividends or upon liquidation be redeemed, purchased or otherwise
acquired for any consideration (or any monies to be paid to or made
available for a sinking fund for the redemption of any shares of any
such stock) by the Corporation (except by conversion into or exchange
for stock of the Corporation ranking junior to this Series as to
dividends and upon liquidation), unless, in each case, the full
cumulative dividends (including the dividend to be due upon payment of
such dividend, distribution, redemption, purchase or other
acquisition), if any, on all outstanding shares of this Series shall
have been, or shall contemporaneously be, paid.
1.4.4. In the event of any merger, consolidation,
reclassification or other transaction in which the shares of Common
Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case the shares of this
Series shall at the same time be similarly exchanged or changed in an
amount per whole share equal to the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the
case may be, that a holder of the Reference Package would be entitled
to receive as a result of such transaction.
1.4.5. In the event of any liquidation, dissolution or winding
up of the affairs of the Corporation, whether voluntary or involuntary,
the holders of full and fractional shares of this Series shall be
entitled, before any distribution or payment is made on any date to the
holders of the Common Stock or any other stock of the Corporation
ranking junior to this Series upon liquidation, to be paid in full an
amount per whole share of this Series equal to the aggregate amount
distributed prior to such date or to be distributed in connection with
such liquidation, dissolution or winding up to a holder of the
Reference Package (such amount being hereinafter referred to as the
"Liquidation Preference"), together with accrued dividends to such
distribution or payment date, whether or not earned or declared. If
such payment shall have been made in full to all holders of shares of
this Series, the holders of shares of this Series as such shall have no
right or claim to any of the remaining assets of the Corporation.
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In the event the assets of the Corporation available for
distribution to the holders of shares of this Series upon any
liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, shall be insufficient to pay in full all
amounts to which such holders are entitled pursuant to the first
paragraph of this Section 1.4.5, no such distribution shall be made on
account of any shares of any other class or series of Preferred Stock
ranking on a parity with the shares of this Series upon such
liquidation, dissolution or winding up unless proportionate
distributive amounts shall be paid on account of the shares of this
Series, ratably in proportion to the full distributable amounts for
which holders of all such parity shares are respectively entitled upon
such liquidation, dissolution or winding up.
Upon the liquidation, dissolution or winding up of the
Corporation, the holders of shares of this Series then outstanding
shall be entitled to be paid out of assets of the Corporation available
for distribution to its shareholders all amounts to which such holders
are entitled pursuant to the first paragraph of this Section 1.4.5
before any payment shall be made to the holders of Common Stock or any
other stock of the Corporation ranking junior upon liquidation to this
Series.
For purposes of this Section 1.4.5, the consolidation or
merger of, or binding share exchange by, the Corporation with any other
corporation shall not be deemed to constitute a liquidation,
dissolution or winding up of the Corporation.
1.4.6. The shares of this Series shall not be redeemable
without the consent of the holder of such shares.
1.4.7. In addition to any other vote or consent of
shareholders required by law or by the Articles of Incorporation, as
amended, of the Corporation, each whole share of this Series shall, on
any matter, vote as a class with any other capital stock comprising
part of the Reference Package and voting on such matter and shall have
the number of votes thereon that a holder of the Reference Package
would have.
1.4.8. The shares of this Series shall rank junior to all
other series of the Corporation's Preferred Stock as to the payment of
dividends and the distribution of assets, unless the terms of any such
series shall provide otherwise.
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