BASE TEN SYSTEMS, INC.
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
BASE TEN SYSTEMS, INC.
Base Ten Systems, Inc., a corporation (the "Corporation")
organized under the laws of the State of New Jersey, to amend its Certificate of
Incorporation in accordance with Section 14A:7-2 and 14A:7-18 of Chapter 7 of
the New Jersey Business Corporation Act, hereby certifies:
FIRST: The name of the Corporation is Base Ten Systems, Inc.
SECOND: The Board of Directors of the Corporation, by unanimous written
consent dated March 31, 1998, adopted resolutions (attached as Appendix A
hereto) providing for the cancellation of 500 shares of the Company's
Convertible Preferred Shares, Series A and the related reduction of the
authorized number of Preferred Shares and Convertible Preferred Shares, Series
A; and the issuance of 475 shares of Convertible Preferred Shares, Series A and
the related increase in the authorized number of Convertible Preferred Shares,
Series A.
THIRD: After giving effect to the cancellation of 500 shares of the
Corporation's Convertible Preferred Shares, Series A, the total number of shares
that the Corporation is authorized to issue is 24,999,500 and the aggregate par
value of all such shares is $24,999,500. Twenty-two million of the shares shall
be Class A Common shares of a par value of $1.00 each. Two million of the shares
shall be Class B Common shares of a par value of $1.00 each. Nine hundred
ninety-nine thousand five hundred of the shares shall be Preferred shares of a
par value of $1.00 each. After giving effect to the issuance of 475 shares of
the Corporation's Convertible Preferred Shares, Series A, 18,975 of the
Preferred shares shall be Convertible Preferred Shares, Series A.
FOURTH: Article 6(d)(J) of the Certificate of Incorporation states that
any Convertible Preferred Shares, Series A, which are converted, purchased,
redeemed or otherwise acquired by the Corporation, shall be retired and canceled
by the Corporation promptly thereafter, and that no such shares shall upon their
cancellation be reissued.
FIFTH: The Corporation's Certificate of Incorporation is amended as
follows:
Article 6(a) of the Certificate of Incorporation of the Company be
amended to read, in its entirety, as follows:
"(a) This corporation is authorized to issue three classes of shares of
stock to be designated "Class A Common," "Class B Common," and
"Preferred." The total number of shares that this corporation is
authorized to issue is 24,999,500 and the aggregate par value of all
such shares is $24,999,500. Twenty-two million of the shares shall be
Class A Common shares of a par value of $1.00 each. Two million of the
shares shall be Class B Common shares of a par value of $1.00 each.
Nine hundred ninety-nine thousand five hundred of the shares shall be
Preferred shares of a par value of $1.00 each."
Article 6(d)(A) of the Certificate of Incorporation of the Company be
amended to read, in its entirety, as follows:
"(d) A. Designation and Amount. The shares of this series of Preferred
Shares shall be designated as "Convertible Preferred Shares, Series A"
and the number of shares constituting such series shall be 18,975, with
a par value of $1.00 per share. Fractional Preferred Shares shall be
permitted. The number of Preferred Shares may be increased, subject to
and in accordance with the New Jersey Business Corporation Act, without
approval of the existing holders of Preferred Shares, solely for the
purposes of issuance pursuant to Section C(1) hereof."
SIXTH: The action of the Board of Directors in amending Article 6(a) of
the Certificate of Incorporation is made pursuant to Section 14A:7-18(1), and
the action of the Board of Directors in amending Article 6(d)(A) of the
Certificate of Incorporation is made pursuant to Section 14A:7-2(2), in each
case by unanimous written consent of the Board of Directors.
SEVENTH: This Certificate of Amendment shall become effective upon
filing.
IN WITNESS WHEREOF, Base Ten Systems, Inc. has caused its duly
authorized officer to execute this Certificate on this 31st day of March, 1998.
BASE TEN SYSTEMS, INC.
THOMAS E. GARDNER
By:_______________________________
Name: Thomas E. Gardner
Title: President and Chief Executive Officer
Attest:
WILLIAM F. HACKETT
By:______________________________
Name: William F. Hackett
Title: Secretary
APPENDIX A
RESOLUTIONS
1. RESOLVED, that the Board hereby approves the cancellation of 500 shares
of the Company's Convertible Preferred Shares, Series A, reacquired by
the Company by the conversion thereof, and the reduction of the
authorized number of Preferred Shares from 1,000,000 to 999,500, and
the reduction of the authorized number of Convertible Preferred Shares,
Series A, from 19,000 to 18,500; and be it
FURTHER RESOLVED, that Article 6(a) of the Certificate of Incorporation
of the Company be amended to read, in its entirety, as follows:
"(a) This corporation is authorized to issue three classes of shares of
stock to be designated "Class A Common," "Class B Common," and
"Preferred." The total number of shares that this corporation is
authorized to issue is 24,999,500 and the aggregate par value of all
such shares is $24,999,500. Twenty-two million of the shares shall be
Class A Common shares of a par value of $1.00 each. Two million of the
shares shall be Class B Common shares of a par value of $1.00 each.
Nine hundred ninety-nine thousand five hundred of the shares shall be
Preferred shares of a par value of $1.00 each."
2. WHEREAS, 500 shares of the Company's Convertible Preferred Shares,
Series A, have been canceled, thereby reducing the authorized number of
Preferred Shares from 1,000,000 to 999,500 and reducing the authorized
number of Convertible Preferred Shares, Series A, by 500 shares; and
WHEREAS, the Board proposes to pay dividends due on March 31, 1998 on
the Company's Convertible Preferred Shares, Series A, in Convertible
Preferred Shares, Series A, in accordance with Article 6, Section C(1)
of the Certificate of Incorporation, which would have the effect of
increasing the authorized number of Convertible Preferred Shares,
Series A, by 475 shares; and
WHEREAS, the net effect of (i) canceling 500 shares of the Convertible
Preferred Shares, Series A, and the related reduction in the authorized
number of Convertible Preferred Shares, Series A, and (ii) paying
dividends on the Convertible Preferred Shares, Series A, in 475 shares
thereof and the related increase in the authorized number of Preferred
Shares, Series A, is the reduction of the authorized number of
Convertible Preferred Shares, Series A, from 19,000 to 18,975 shares;
and be it
RESOLVED, that the Board hereby approves the payment of dividends due
on March 31, 1998 on the Company's Convertible Preferred Shares, Series
A, payable in Convertible Preferred Shares, Series A, in accordance
with Article 6, Section C(1) of the Certificate of Incorporation, and
the increase in the authorized number of Convertible Preferred Shares,
Series A, by 475 shares; and be it
FURTHER RESOLVED, that Article 6(d)(A) of the Certificate of
Incorporation of the Company be amended to read, in its entirety, as
follows:
"(d) A. Designation and Amount. The shares of this series of Preferred
Shares shall be designated as "Convertible Preferred Shares, Series A"
and the number of shares constituting such series shall be 18,975, with
a par value of $1.00 per share. Fractional Preferred Shares shall be
permitted. The number of Preferred Shares may be increased, subject to
and in accordance with the New Jersey Business Corporation Act, without
approval of the existing holders of Preferred Shares, solely for the
purposes of issuance pursuant to Section C(1) hereof."
3. RESOLVED, that the Board hereby authorizes, directs and empowers each
of Thomas E. Gardner and William F. Hackett, to act individually or
jointly on behalf of the Company to execute and deliver the amendment
to the Certificate of Incorporation of the Company to effect the
foregoing resolutions.