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, at a meeting of
the Board of Directors duly held on March 3, 1999, adopted resolutions (attached
as Appendix A hereto) providing for the issuance of 261.4881103516 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 issuance of 261.4881103516 shares
of the Corporation's Convertible Preferred Shares, Series A, 15,203.66584473 of
the Preferred Shares shall be Convertible Preferred Shares, Series A.
FOURTH: The Corporation's Certificate of Incorporation is amended as
follows:
Article 6(d)(A) of the Certificate of Incorporation of the
Corporation 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 15,203.66584473, 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."
FIFTH: 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), at a meeting of the Board of Directors duly held on March 3, 1999.
SIXTH: 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 3rd day of March, 1999.
BASE TEN SYSTEMS, INC.
THOMAS E. GARDNER
By:_______________________________
Thomas E. Gardner
President and
Chief Executive Officer
Attest:
WILLIAM F. HACKETT
By:______________________________
William F. Hackett
Secretary
APPENDIX A
RESOLUTIONS
1. WHEREAS, the Board proposes to pay dividends due on March 4, 1999 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 261.4881103516 shares; and
WHEREAS, the effect of paying dividends on the Convertible Preferred
Shares, Series A, in 261.4881103516 shares thereof and the related
increase in the authorized number of Preferred Shares, Series A, is
the increase of the authorized number of Convertible Preferred
Shares, Series A, from 14,942.17773437 to 15,203.66584473 shares; and
be it
RESOLVED, that the Board hereby approves the payment of dividends due
on March 4, 1999 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 261.4881103516 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 15,203.66584473, 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."
2. 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.