EXHIBIT 4
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CHANCELLOR CORPORATION
Clerk's Certificate
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The undersigned hereby certifies that he is the duly elected Clerk of
Chancellor Corporation (hereinafter called the "Corporation"), organized and
existing under and by virtue of the Massachusetts Business Corporation Law, and
does hereby further certify as follows:
At a meeting of the Board of Directors of the Corporation held on March 21,
1996, the following resolution was duly adopted, pursuant to Chapter 156B,
Section 71 of the Massachusetts General Laws:
SERIES AA CONVERTIBLE PREFERRED STOCK.
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Five million (5,000,000) shares of the authorized and unissued Preferred
Stock of the Corporation are hereby designated "Series AA Convertible Preferred
Stock" (the "Series AA Preferred Stock") with the following rights, preferences,
powers, privileges and restrictions, qualifications and limitations.
1. Dividends.
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(a) The holders of shares of Series AA Preferred Stock shall be
entitled to receive cash dividends only to the same extent and in the same
amounts as dividends are declared and paid with respect to common stock as if
the Preferred Stock had been converted to Common Stock in accordance with
Section 4 hereof on the date such dividends are declared.
2. Liquidation, Dissolution or Winding Up; Certain Mergers,
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Consolidations and Asset Sales.
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(a) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of shares of Series AA
Preferred Stock then outstanding shall be entitled to be paid out of the assets
of the Corporation available for distribution to its stockholders, after and
subject to the payment in full of all amounts required to be distributed to the
holders of any other class or series of stock of the Corporation ranking on
liquidation prior and in preference to the Series AA Preferred Stock
(collectively referred to as "Senior Preferred Stock"), but before any payment
shall be made to the holders of Common Stock or any other class or series of
stock ranking on liquidation junior to the Series AA Preferred Stock (such
Common Stock and other stock being collectively referred to as "Junior Stock")
by reason of their ownership thereof, an amount
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equal to the greater of (i) $.50 per share (subject to amount appropriate
adjustment in the event of any stock dividend, stock split, combination or other
similar recapitalization affecting such shares), plus any dividends declared or
accrued but unpaid thereon, or (ii) such amount per share as would have been
payable had each such share been converted into Common Stock pursuant to Section
4 immediately prior to such liquidation, dissolution or winding up. If upon any
such liquidation, dissolution or winding up of the Corporation the remaining
assets of the Corporation available for distribution to its stockholders shall
be insufficient to pay the holders of shares of Series AA Preferred Stock the
full amount to which they shall be entitled, the holders of shares of Series AA
Preferred Stock and any class or series of stock ranking on liquidation on a
parity with the Series AA Preferred Stock shall share ratably in any
distribution of the remaining assets and funds of the Corporation in proportion
to the respective amounts which would otherwise be payable in respect of the
shares held by them upon such distribution if all amounts payable on or with
respect to such shares were paid in full.
(b) After the payment of all preferential amounts required to be paid
to the holders of Senior Preferred Stock, Series AA Preferred Stock and any
other class or series of stock of the Corporation ranking on liquidation on a
parity with the Series AA Preferred Stock, upon the dissolution, liquidation or
winding up of the Corporation, the holders of shares of Junior Stock then
outstanding shall be entitled to receive the remaining assets and funds of the
Corporation available for distribution to its stockholders.
(c) In the event of any merger or consolidation of the Corporation
into or with another corporation (except one in which the holders of capital
stock of the Corporation immediately prior to such merger or consolidation
continue to hold at least 80% by voting power of the capital stock of the
surviving corporation), or the sale of all or substantially all the assets of
the Corporation, if the holders of at least a majority of the then outstanding
shares of Series AA Preferred Stock so elect by giving written notice thereof to
the Corporation at least three days before the effective date of such event,
then such merger, consolidation or asset sale shall be deemed to be a
liquidation of the Corporation, and all consideration payable to the
stockholders of the Corporation (in the case of a merger or consolidation), or
all consideration payable to the Corporation, together with all other available
assets of the Corporation (in the case of an asset sale), shall be distributed
to the holders of capital stock of the Corporation in accordance with
Subsections 2(a) and 2(b) above. The Corporation shall promptly provide to the
holders of shares of Series AA Preferred Stock such information concerning the
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terms of such merger, consolidation or asset sale and the value of the assets of
the Corporation as may reasonably be requested by the holders of Series AA
Preferred Stock in order to assist them in determining whether to make such an
election. If the holders of the Series AA Preferred Stock make such an
election, the Corporation shall use its best efforts to amend the agreement or
plan of merger or consolidation to adjust the rate at which the shares of
capital stock of the Corporation are converted into or exchanged for cash, new
securities or other property to give effect to such election. The amount deemed
distributed to the holders of Series AA Preferred Stock upon any such merger or
consolidation shall be the cash or the value of the property, rights or
securities distributed to such holders by the acquiring person, firm or other
entity. The value of such property, rights or other securities shall be
determined in good faith by the Board of Directors of the Corporation. If no
notice of the election permitted by this Subsection (c) is given, the provisions
of Subsection 4(h) shall apply.
(d) The Corporation may not liquidate, dissolve or wind up if the
assets of the Corporation then available for distribu tion to its stockholders
shall be insufficient to pay the holders of shares of Series AA Preferred Stock
the full amount to which they shall be entitled upon such liquidation,
dissolution or winding up under this Section 2, without the prior written
approval of the holders of a majority of the then outstanding shares of Series
AA Preferred Stock.
3. Voting.
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(a) Each holder of outstanding shares of Series AA Preferred Stock
shall be entitled to the number of votes equal to the number of whole shares of
Common Stock into which the shares of Series AA Preferred Stock held by such
holder are then convertible (as adjusted from time to time pursuant to Section 4
hereof), at each meeting of stockholders of the Corporation (and written actions
of stockholders in lieu of meetings) with respect to any and all matters
presented to the stockholders of the Corporation for their action or
consideration. Except as provided by law, by the provisions of Subsection 3(b),
3(c), 3(d) or 3(e) below or by the provisions establishing any other series of
Series Preferred Stock, holders of Series AA Preferred Stock and of any other
outstanding series of Series Preferred Stock shall vote together with the
holders of Common Stock as a single class.
(b) Prior to April 11, 1998, any of the following transactions:
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(i) any issuance or transfer by the Corporation of capital stock
or other securities of the Corporation to an interested stockholder, considering
Vestex Corporation or any of their respective affiliates or associates (as
defined in Mass. Gen. Laws c.110F, (S)3) as being interested stockholders for
the purposes hereof, other than the issuance of common stock pursuant to the
conversion of preferred stock; or
(ii) any merger, consolidation or sale of assets described in
Mass. Gen. Laws c.110F, (S)3(c)(2), involving the Corporation and any interested
stockholder, considering Vestex, the Purchaser, and each of their respective
affiliates and associates as being an interested stockholder for the purposes
hereof; or
(iii) any action taken by the Corporation which results in a going
private transaction subject to Rule 13e-3 under the Securities Exchange Act of
1934; or
(iv) the payment to any interested stockholder of any fee or
other benefit described in Mass. Gen. laws c.110F, (S)3(c)(5), considering the
above-named parties and each of their respective affiliates and associates as
being an interested stockholder for purposes hereof;
shall require the approval of the holders of a majority of the outstanding
shares of the Corporation's Common Stock not held by the above-named or their
respective affiliates, unless approved in writing by a majority of the
Continuing Directors then in office.
For this purpose, the term "Continuing Directors" shall mean those
directors of the Corporation who either were directors of the Corporation prior
to April 11, 1996 or were subsequently nominated for election as successor
directors by a majority of such persons or their designated successors.
4. Optional Conversion. The holders of the Series AA Preferred Stock
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shall have conversion rights as follows (the "Conversion Rights"):
(a) Right to Convert. Each share of Series AA Preferred Stock shall
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be convertible, at the option of the holder thereof, at any time and from time
to time, and without the payment of additional consideration by the holder
thereof, into such number of fully paid and nonassessable shares of Common Stock
as is determined by dividing $.50 by the Conversion Price (as defined below) in
effect at the time of conversion. The "Conversion Price" shall initially be
$.50. Such initial
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Conversion Price, and the rate at which shares of Series AA Preferred Stock may
be converted into shares of Common Stock, shall be subject to adjustment as
provided below.
In the event of a liquidation of the Corporation, the Conversion Rights
shall terminate at the close of business on the first full day preceding the
date fixed for the payment of any amounts distributable on liquidation to the
holders of Series AA Preferred Stock.
(b) Fractional Shares. No fractional shares of Common Stock shall be
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issued upon conversion of the Series AA Preferred Stock. In lieu of any
fractional shares to which the holder would otherwise be entitled, the
Corporation shall pay cash equal to such fraction multiplied by the then
effective Conversion Price.
(c) Mechanics of Conversion.
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(i) In order for a holder of Series AA Preferred Stock to
convert shares of Series AA Preferred Stock into shares of Common Stock, such
holder shall surrender the certificate or certificates for such shares of Series
AA Preferred Stock, at the office of the transfer agent for the Series AA
Preferred Stock (or at the principal office of the Corporation if the
Corporation serves as its own transfer agent), together with written notice that
such holder elects to convert all or any number of the shares of the Series AA
Preferred Stock represented by such certificate or certificates. Such notice
shall state such holder's name or the names of the nominees in which such holder
wishes the certificate or certificates for shares of Common Stock to be issued.
If required by the Corporation, certificates surrendered for conversion shall be
endorsed or accompanied by a written instrument or instruments of transfer, in
form satisfactory to the Corporation, duly executed by the registered holder or
his or its attorney duly authorized in writing. The date of receipt of such
certificates and notice by the transfer agent (or by the Corporation if the
Corporation serves as its own transfer agent) shall be the conversion date
("Conversion Date"). The Corporation shall, as soon as practicable after the
Conversion Date, issue and deliver at such office to such holder of Series AA
Preferred Stock, or to his or its nominees, a certificate or certificates for
the number of shares of Common Stock to which such holder shall be entitled,
together with cash in lieu of any fraction of a share.
(ii) The Corporation shall at all times when the Series AA
Preferred Stock shall be outstanding, reserve and keep available out of its
authorized but unissued stock, for the purpose of effecting the conversion of
the Series AA Preferred Stock, such number of its duly authorized shares of
Common Stock
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as shall from time to time be sufficient to effect the conversion of all
outstanding Series AA Preferred Stock. Before taking any action which would
cause an adjustment reducing the Conversion Price below the then par value of
the shares of Common Stock issuable upon conversion of the Series AA Preferred
Stock, the Corporation will take any corporate action which may, in the opinion
of its counsel, be necessary in order that the Corporation may validly and
legally issue fully paid and nonassessable shares of Common Stock at such
adjusted Conversion Price.
(iii) Upon any such conversion, no adjustment to the Conversion
Price shall be made for any declared or accrued but unpaid dividends on the
Series AA Preferred Stock surrendered for conversion or on the Common Stock
delivered upon conversion.
(iv) All shares of Series AA Preferred Stock which shall have
been surrendered for conversion as herein provided shall no longer be deemed to
be outstanding and all rights with respect to such shares, including the rights,
if any, to receive notices and to vote, shall immediately cease and terminate on
the Conversion Date, except only the right of the holders thereof to receive
shares of Common Stock in exchange therefor and payment of any dividends
declared or accrued but unpaid thereon. Any shares of Series AA Preferred Stock
so converted shall be retired and cancelled and shall not be reissued, and the
Corporation (without the need for stockholder action) may from time to time take
such appropriate action as may be necessary to reduce the authorized Series AA
Preferred Stock accordingly.
(v) The Corporation shall pay any and all issue and other taxes
that may be payable in respect of any issuance or delivery of shares of Common
Stock upon conversion of shares of Series AA Preferred Stock pursuant to this
Section 4. The Corporation shall not, however, be required to pay any tax which
may be payable in respect of any transfer involved in the issuance and delivery
of shares of Common Stock in a name other than that in which the shares of
Series AA Preferred Stock so converted were registered, and no such issuance or
delivery shall be made unless and until the person or entity requesting such
issuance has paid to the Corporation the amount of any such tax or has
established, to the satisfaction of the Corporation, that such tax has been
paid.
(d) Adjustment for Stock Splits and Combinations. If the Corporation
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shall at any time or from time to time after the date on which a share of Series
AA Preferred Stock was first issued (the "Original Issue Date") effect a
subdivision of the outstanding Common Stock, the Conversion Price then in effect
immediately before that subdivision shall be proportionately decreased. If the
Corporation shall at any time or from time to
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time after the Original Issue Date effect a subdivision of the Series AA
Preferred Stock, the Conversion Price then in effect immediately before that
subdivision shall be proportionately increased. If the Corporation shall at any
time or from time to time after the Original Issue Date combine the outstanding
shares of Common Stock, the Conversion Price then in effect immediately before
the combination shall be proportionately increased. If the Corporation shall at
any time or from time to time after the Original Issue Date combine the
outstanding shares of Series AA Preferred Stock, the Conversion Price then in
effect immediately before the combination shall be proportionately decreased.
Any adjustment under this paragraph shall become effective at the close of
business on the date the subdivision or combination becomes effective.
(e) Adjustment for Certain Dividends and Distributions. In the event
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the Corporation at any time, or from time to time after the Original Issue Date
shall make or issue, or fix a record date for the determination of holders of
Common Stock entitled to receive, a dividend or other distribution payable in
additional shares of Common Stock, then and in each such event the Conversion
Price for the Series AA Preferred Stock then in effect shall be decreased as of
the time of such issuance or, in the event such a record date shall have been
fixed, as of the close of business on such record date, by multiplying the
Conversion Price for the Series AA Preferred Stock then in effect by a fraction:
(1) the numerator of which shall be the total number of shares
of Common Stock issued and outstanding immediately prior to the time
of such issuance or the close of business on such record date, and
(2) the denominator of which shall be the total number of shares
of Common Stock issued and outstanding immediately prior to the time
of such issuance or the close of business on such record date plus the
number of shares of Common Stock issuable in payment of such dividend
or distribution;
provided, however, if such record date shall have been fixed and such dividend
is not fully paid or if such distribution is not fully made on the date fixed
therefor, the Conversion Price for the Series AA Preferred Stock shall be
recomputed accordingly as of the close of business on such record date and
thereafter the Conversion Price for the Series AA Preferred Stock shall be
adjusted pursuant to this paragraph as of the time of actual payment of such
dividends or distributions; and provided further, however, that no such
adjustment shall be made if the holders of Series AA Preferred Stock
simultaneously receive a dividend or
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other distribution of shares of Common Stock in a number equal to the number of
shares of Common Stock as they would have received if all outstanding shares of
Series AA Preferred Stock had been converted into Common Stock on the date of
such event.
(f) Adjustments for Other Dividends and Distributions. In the event
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the Corporation at any time or from time to time after the Original Issue Date
for the Series AA Preferred Stock shall make or issue, or fix a record date for
the determination of holders of Common Stock entitled to receive, a dividend or
other distribution payable in securities of the Corporation other than shares of
Common Stock, then and in each such event provision shall be made so that the
holders of the Series AA Preferred Stock shall receive upon conversion thereof
in addition to the number of shares of Common Stock receivable thereupon, the
amount of securities of the Corporation that they would have received had the
Series AA Preferred Stock been converted into Common Stock on the date of such
event and had they thereafter, during the period from the date of such event to
and including the conversion date, retained such securities receivable by them
as aforesaid during such period, giving application to all adjustments called
for during such period under this paragraph with respect to the rights of the
holders of the Series AA Preferred Stock; and provided further, however, that no
such adjustment shall be made if the holders of Series AA Preferred Stock
simultaneously receive a dividend or other distribution of such securities in an
amount equal to the amount of such securities as they would have received if all
outstanding shares of Series AA Preferred Stock had been converted into Common
Stock on the date of such event.
(g) Adjustment for Reclassification, Exchange, or Substitution. If
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the Common Stock issuable upon the conversion of the Series AA Preferred Stock
shall be changed into the same or a different number of shares of any class or
classes of stock, whether by capital reorganization, reclassification, or
otherwise (other than a subdivision or combination of shares or stock dividend
provided for above, or a reorganization, merger, consolidation, or sale of
assets provided for below), then and in each such event the holder of each such
share of Series AA Preferred Stock shall have the right thereafter to convert
such share into the kind and amount of shares of stock and other securities and
property receivable upon such reorganization, reclassification, or other change,
by holders of the number of shares of Common Stock into which such shares of
Series AA Preferred Stock might have been converted immediately prior to such
reorganization, reclassification, or change, all subject to further adjustment
as provided herein.
(h) Adjustment for Merger or Reorganization, etc. In case of any
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consolidation or merger of the Corporation with or
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into another corporation or the sale of all or substantially all of the assets
of the Corporation to another corporation (other than a consolidation, merger or
sale which is covered by Subsection 2(c)), each share of Series AA Preferred
Stock shall thereafter be convertible (or shall be converted into a security
which shall be convertible) into the kind and amount of shares of stock or other
securities or property to which a holder of the number of shares of Common Stock
of the Corporation deliverable upon conversion of such Series AA Preferred Stock
would have been entitled upon such consolidation, merger or sale; and, in such
case, appropriate adjustment (as determined in good faith by the Board of
Directors) shall be made in the application of the provisions in this Section 4
set forth with respect to the rights and interest thereafter of the holders of
the Series AA Preferred Stock, to the end that the provisions set forth in this
Section 4 (including provisions with respect to changes in and other adjustments
of the Conversion Price) shall thereafter be applicable, as nearly as reasonably
may be, in relation to any shares of stock or other property thereafter
deliverable upon the conversion of the Series AA Preferred Stock.
(i) No Impairment. The Corporation will not, by amendment of its
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Articles of Organization or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities 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 provisions of this
Section 4 and in the taking of all such action as may be necessary or
appropriate in order to protect the Conversion Rights of the holders of the
Series AA Preferred Stock against impairment.
(j) Certificate as to Adjustments. Upon the occurrence of each
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adjustment or readjustment of the Conversion Price pursuant to this Section 4,
the Corporation at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each holder of
Series AA Preferred Stock a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Corporation shall, upon the written request at any
time of any holder of Series AA Preferred Stock, furnish or cause to be
furnished to such holder a similar certificate setting forth (i) such
adjustments and readjustments, (ii) the Conversion Price then in effect, and
(iii) the number of shares of Common Stock and the amount, if any, of other
property which then would be received upon the conversion of Series AA Preferred
Stock.
(k) Notice of Record Date. In the event:
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(i) that the Corporation declares a dividend (or any other
distribution) on its Common Stock payable in Common Stock or
other securities of the Corporation;
(ii) that the Corporation subdivides or combines its outstanding
shares of Common Stock;
(iii) of any reclassification of the Common Stock of the
Corporation (other than a subdivision or combination of its
outstanding shares of Common Stock or a stock dividend or
stock distribution thereon), or of any consolidation or
merger of the Corporation into or with another corporation,
or of the sale of all or substantially all of the assets of
the Corporation; or
(iv) of the involuntary or voluntary dissolution, liquidation or
winding up of the Corporation;
then the Corporation shall cause to be filed at its principal office or at the
office of the transfer agent of the Series AA Preferred Stock, and shall cause
to be mailed to the holders of the Series AA Preferred Stock at their last
addresses as shown on the records of the Corporation or such transfer agent, at
least ten days prior to the date specified in (A) below or twenty days before
the date specified in (B) below, a notice stating
(A) the record date of such dividend, distribution, subdivision or
combination, or, if a record is not to be taken, the date as of
which the holders of Common Stock of record to be entitled to
such dividend, distribution, subdivision or combination are to be
determined, or
(B) the date on which such reclassification, consolidation, merger,
sale, dissolution, liquidation or winding up is expected to
become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities or other property
deliverable upon such reclassification, consolidation, merger,
sale, dissolution or winding up.
(l) Special Payment Upon Conversion. Upon the conversion of any
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shares of Series AA Preferred Stock within five years after their Original Issue
Date, an amount of cash (or shares of Common Stock of the Corporation, in the
circumstances contemplated herein) shall be paid at the following rates to the
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holder of such shares if (but only if) the Corporation has, prior to such
conversion, issued additional equity securities of the Corporation (other than
upon the exercise of warrants outstanding on the Original Issue Date or options
then or thereafter granted to employees of the Corporation) or debt securities
convertible into equity securities of the Corporation and, in connection with
the issuance of such additional equity securities or convertible debt, the
Corporation has received aggregate cash consideration in excess of $7,500,000
(the final such issuance which causes such aggregate cash consideration to
exceed $7,500,000 being hereinafter referred to as the "Additional Equity
Investment"):
If the Additional Equity Amount per share
Investment occurs and the (as a rate per
conversion takes place within annum from Original
the following period after the Issue Date through
date of original issuance: date of conversion)
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within one year $.035
within two years but not
within one year .03
within three years but not
within two years .025
within four years but not
within three years .02
within five years but not
within four years .015
If the Corporation shall have received an Additional Equity
Investment, then, at any time after April 11, 1998, the foregoing amounts may,
at the Corporation's election, be paid to the holder of Series AA Preferred
Stock by delivery of a number of shares of Common Stock equal to the quotient
obtained by dividing (x) the aggregate amount due by (y) 50% of the value per
share of the Common Stock. For purposes of this paragraph, the value of each
share of Common Stock shall be deemed to be the average of the last reported
sales price for Common Stock admitted to trading on a national securities
exchange or quoted on the Nasdaq National Market, or the average of the closing
bid and market prices for such stock quoted on the Nasdaq Small Cap Market, the
Electronic Bulletin Board or other quotations publication medium during the
forty (40) trading days immediately prior to the date of such payment so paid
may be either authorized or unissued shares or treasury shares.
5. Mandatory Retirement.
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(a) At any time after April 11, 1999, the Corporation shall be
authorized, at its sole discretion to cause all
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outstanding shares of Series AA Preferred Stock to automatically be retired by
(i) paying each holder of such shares any amounts owing under Section 4(l) above
and (ii) converting such shares of Series AA Preferred Stock into shares of
Common Stock, at the then effective conversion rate. The number of authorized
shares of Preferred Stock shall be automatically reduced by the number of shares
of Preferred Stock that had been designated as Series AA Preferred Stock, and
all provisions included under the caption "Series AA Convertible Preferred
Stock", and all references to the Series AA Preferred Stock, shall be deleted
and shall be of no further force or effect.
(b) All holders of record of shares of Series AA Preferred Stock
shall be given written notice of effective date of such retirement (the
"Mandatory Date") and the place designated for mandatory retirement of all such
shares of Series AA Preferred Stock pursuant to this Section 5. Such notice need
not be given in advance of the occurrence of the Mandatory Conversion Date. Such
notice shall be sent by first class or registered mail, postage prepaid, to each
record holder of Series AA Preferred Stock at such holder's address last shown
on the records of the transfer agent for the Series AA Preferred Stock (or the
records of the Corporation, if it serves as its own transfer agent). Upon
receipt of such notice, each holder of shares of Series AA Preferred Stock shall
surrender his or its certificate or certificates for all such shares to the
Corporation at the place designated in such notice, and shall thereafter receive
certificates for the number of shares of Common Stock to which such holder is
entitled pursuant to this Section 5. On the Mandatory Conversion Date, all
rights with respect to the Series AA Preferred Stock so converted, including the
rights, if any, to receive notices and vote (other than as a holder of Common
Stock) will terminate, except only the rights of the holders thereof, upon
surrender of their certificate or certificates therefor, to receive certificates
for the number of shares of Common Stock into which such Series AA Preferred
Stock has been converted. If so required by the Corporation, certificates
surrendered for conversion shall be endorsed or accompanied by written
instrument or instruments of transfer, in form satisfactory to the Corporation,
duly executed by the registered holder or by his or its attorney duly authorized
in writing. As soon as practicable after the Mandatory Conversion Date and the
surrender of the certificate or certificates for Series AA Preferred Stock, the
Corporation shall cause to be issued and delivered to such holder, or on his or
its written order, a certificate or certificates for the number of full shares
of Common Stock issuable on such retirement and conversion in accordance with
the provisions hereof and cash as provided in Subsection 4(b) in respect of any
fraction of a share of Common Stock otherwise issuable upon such conversion.
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(c) All certificates evidencing shares of Series AA Preferred Stock
which are required to be surrendered for conversion in accordance with the
provisions hereof shall, from and after the Mandatory Conversion Date, be deemed
to have been retired and cancelled and the shares of Series AA Preferred Stock
represented thereby converted into Common Stock for all purposes,
notwithstanding the failure of the holder or holders thereof to surrender such
certificates on or prior to such date. The Corporation may thereafter take such
appropriate action (without the need for stockholder action) as may be necessary
to reduce the authorized Series AA Preferred Stock accordingly.
IN WITNESS WHEREOF, the undersigned has signed this Certificate this 12th
day of April, 1996.
/s/ David W. Parr
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David W. Parr, Clerk
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