EXHIBIT 3.2
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
CTD HOLDINGS, INC.
TO: Department of State
Tallahassee, Florida 32304
Pursuant to Section 607.1006 of the Business Corporation Act of the
State of Florida, the undersigned, being the President of CTD HOLDINGS, INC., a
corporation organized and existing under and by virtue of the Business
Corporation Act of the State of Florida (the "Corporation"), bearing document
number L93224, does hereby certify that the following resolutions were adopted
pursuant to the authority of the Board of Directors and the holder of
outstanding common stock having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted as required by Section
602.1003 of the Florida Business Corporation Act:
RESOLVED, that Article IV Capital Stock which appears in the
Corporation's Articles of Incorporation, as amended, be and hereby is deleted in
its entirety and substituted with the following:
ARTICLE IV. CAPITAL STOCK
The total number of shares of capital stock that this Corporation shall
have the authority to issue and to have outstanding at any one time is one
hundred million (100,000,000) shares of common stock, par value $0.0001 per
share, and five million (5,000,000) shares of preferred stock, par value $0.0001
per share. Series of the preferred stock may be created and issued from time to
time, with such designations, preferences, conversion rights, cumulative,
relative, participating, optional or other rights, including voting rights,
qualifications, limitations or restrictions thereof as shall be stated and
expressed in the resolution or resolutions providing for the creation and
issuance of such series of preferred stock as adopted by the Board of Directors
of the Corporation pursuant to the authority in this paragraph given. Cumulative
voting by any shareholder is hereby expressly denied. No shareholder of this
Corporation shall have, by reason of it holding shares of any class or series of
stock of the Corporation, any preemptive or preferential rights to purchase or
subscribe for any other shares of any class or series of this Corporation now or
hereafter authorized, and any other equity securities, or any notes, debentures,
warrants, bonds or other securities convertible into or carrying options or
warrants to purchase shares of any class, now or hereafter authorized, whether
or not the issuance of any such shares, or such notes, debentures, bonds or
other securities, would adversely affect the dividend or voting rights of such
shareholder.
Series A Preferred Stock
The Corporation hereby designates one (1) share of the authorized
shares of preferred stock as Series A Preferred Stock. The rights, preferences,
privileges, restrictions and other matters related to the Series A Preferred
Stock are as follows:
1. Stated Value and Dividends. The stated value of the Series A Preferred
Stock shall be $0.0001. The holder of share of Series A Preferred Stock shall
not be entitled to receive dividends.
2. Liquidation Preference. In the event of any liquidation, dissolution or
winding up of this Corporation, either voluntary or involuntary, the holder of
Series A Preferred Stock may at his sole option elect to receive, prior and in
preference to any distribution of any of the assets of this Corporation to the
holders of common stock by reason of their ownership thereof, an amount per
share equal to $0.0001 for the outstanding share of Series A Preferred Stock.
Upon the completion of this distribution and any other distribution that may be
required with respect to series of preferred stock of this Corporation that may
from time to time come into existence, if assets remain in this Corporation the
holders of the common stock of this Corporation shall receive all of the
remaining assets of this Corporation. For purposes of this Section 2, a
liquidation, dissolution or winding up of this Corporation shall be deemed to be
occasioned by, or to include, (i) the acquisition of the Corporation by another
entity by means of any transaction or series of related transactions including,
without limitation, any reorganization, merger or consolidation but, excluding
any merger effected exclusively for the purpose of changing the domicile of the
Corporation or any transaction in which the Corporation is the surviving entity
or (ii) a sale of all or substantially all of the assets of the Corporation
unless the Corporation's shareholders of record as constituted immediately prior
to such transaction will, immediately after such transaction (by virtue of
securities issued as consideration in the transaction) hold at least 50% of the
voting power of the surviving or acquiring entity. Whenever a distribution
provided for in this Section 2 shall be payable in securities or property other
than cash, the value of such distribution shall be the fair market value of such
securities or other property as determined and agreed to by the Board of
Directors of this Corporation.
3. Redemption. The Series A Preferred Stock is not redeemable without the
prior written consent of the holder of such Series A Preferred Stock.
4. Conversion. The share of Series A Preferred Stock shall be convertible,
at the sole option of the Corporation, at any time after the date of issuance of
such share at the office of this Corporation into such number of fully paid and
non-assessable shares of common stock of the Corporation as is determined by
mutual agreement of the Corporation and the holder of the Series A Preferred
Stock at the time of conversion.
5. Voting Rights. The holder of the share of Series A Preferred Stock shall
have the following voting rights:
(a) The holder of the share of Series A Preferred Stock shall be entitled
to vote on all matters submitted to a vote of the shareholders of the
Corporation, voting together with the holders of the common stock and of any
other shares of capital stock of the Corporation entitled to vote at a meeting
of shareholders as one class, except in cases where a separate or additional
vote or consent of the holders of any class or series of capital stock or other
equity securities of the Corporation shall be required by these Articles or
applicable law, in which case the requirement for any such separate or
additional vote or consent shall apply in addition to the single class vote or
consent otherwise required by this paragraph.
(b) As of each record date for the determination of the Corporation's
shareholders entitled to vote on any matter (a "Record Date"), the share of
Series A Preferred Stock shall have voting rights and powers equal to the number
of votes that entitle the holder of the share of Series A Preferred Stock to
exercise one vote more than one-half of all votes entitled to be cast as of such
Record Date by all holders of capital stock of the Corporation so as to ensure
that the votes entitled to be cast by the holder of the share of Series A
Preferred Stock shall be equal to at least fifty-one percent (51%) of all votes
entitled to be cast.
(c) Without the written consent of the holder of the share of Series A
Preferred Stock at a meeting of the shareholders of this Corporation called for
such purpose, the Corporation will not amend, alter or repeal any provision of
the Articles of Incorporation (by merger or otherwise) so as to adversely affect
the preferences, rights or powers of the Series A Preferred Stock.
6. Status of Redeemed Stock. In the event the share of Series A Preferred
Stock shall be redeemed pursuant to Section 3 hereof, or converted pursuant to
Section 4 hereof, the share shall be canceled and returned to the status of
authorized but unissued shares of preferred stock.
7. Taxes.This Corporation will pay all taxes(other than taxes based upon
income) and other governmental charges that may be imposed with respect to the
issue or delivery of the share of Series A Preferred Stock.
The foregoing amendment was duly adopted by the unanimous written consent
of the Board of Directors as of May 26, 2004 and by the written consent of the
holders of outstanding capital stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted effective
September 2, 2004.
IN WITNESS WHEREOF, the undersigned, being the President of this
Corporation, has executed these Articles of Amendment as of September 2, 2004.
CTD HOLDINGS, INC.
By: _______________________________________
President
Corporate Seal
Attest: ____________________________________
Secretary
STATE OF FLORIDA
COUNTY OF ALACHUA
I HEREBY CERTIFY that on this day before me, an officer duly qualified
to take acknowledgments, personally appeared C.E. RICK STRATTAN President and
Secretary of CTD HOLDINGS, INC., to me known to be the person described in and
who executed the foregoing Articles of Amendment, and upon oath acknowledged
before me that he executed the same.
WITNESS my hand and official seal in the County and State last
aforesaid this ____ day of September, A.D. 2004.
-----------------------------
Notary Public, State at Large
(SEAL) My Commission Expires: