EXHIBIT 3.4
CERTIFICATE OF AMENDMENT TO
RESTATED CERTIFICATE OF INCORPORATION
OF
EVERCOM, INC.
EVERCOM, INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware DOES HEREBY CERTIFY:
FIRST: The original Certificate of Incorporation of Evercom, Inc. (formerly
known as Talton Holdings, Inc.) (hereafter the "Corporation") was filed with the
Secretary of State of Delaware on November 12, 1996.
SECOND: The Restated Certificate of Incorporation of the Corporation was
filed with the Secretary of State of Delaware on December 23, 1996.
THIRD: The Restated Certificate of Incorporation of the Corporation is
amended as follows:
Section FOURTH, Subsection A of the Restated Certificate of Incorporation
of Evercom, Inc. is to be amended in its entirety to read as follows:
"A. The total number of shares of stock which the Corporation shall
have authority to issue is 100,000 shares (the "Capital Stock") of which
50,000 shares shall be common stock, par value $0.01 per share (the "Common
Stock"), and 50,000 shares shall be preferred stock, par value $0.01 per
share (the "Preferred Stock"). The Common Stock shall be divided into two
classes. The first class shall consist of 49,600 shares and is designated
Class A Common Stock ("Class A Common"). The second class shall consist of
400 shares and is designated Class B Common Stock ("Class B Common"). The
Preferred Stock shall be divided into three classes. The first class shall
consist of 6,000 shares and is designated Senior Preferred Stock ("Senior
Preferred"). The second class shall consist of 39,000 shares and is
designated Junior Preferred Stock ("Junior Preferred"). The third class
shall consist of 5,000 shares and is designated First Preferred Stock
("First Preferred"). The First Preferred may be issued in one or more
series, from time to time, with each such series to consist of such number
of shares and to have such voting powers, full or limited, or no voting
powers, and
such designations, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions
thereof, as shall be stated in the resolution or resolutions providing for
the issue of such series adopted by the Board of Directors of the
Corporation, and the Board of Directors is hereby expressly vested with
authority, to the full extent now or hereafter provided by law, to adopt
any such resolution or resolutions, subject to the provisions of this
Certificate, including without limitation the restrictions and limitations
set forth in Section FOURTH, Subsection C7. thereof."
Section FOURTH, Subsection C1. of the Restated Certificate of Incorporation
of Evercom, Inc. is to be amended in its entirety to read as follows:
"1. DIVIDENDS
The holders of the Senior Preferred shall be entitled to receive
dividends at the applicable Senior Preferred Rate (hereinafter defined),
payable quarterly, out of funds legally available therefor. Such dividends
shall be payable only when, as, and if declared by the Board of Directors
of the Corporation and shall be cumulative. No dividends (other than those
payable solely in the Common Stock of the Corporation) shall be paid on any
Common Stock, Junior Preferred Stock or First Preferred Stock of the
Corporation during any fiscal year of the Corporation until dividends on
the Senior Preferred at the applicable Senior Preferred Rate shall have
been paid or declared and set apart during that fiscal year and any prior
year in which dividends accumulated but remain unpaid. Any undeclared or
unpaid dividends payable prior to April 1, 1999 shall not bear interest.
Any undeclared or unpaid dividends payable after April 1, 1999, shall
accrue interest at the applicable Senior Preferred Rate until declared and
paid. Except for the fact that the dividends shall be cumulative, no
further right shall accrue to holders of shares of the Senior Preferred in
the event that dividends on said shares are not declared in any prior year.
For purposes hereof, the Senior Preferred Rate shall be based upon $1000
per share and shall be eight percent (8%) per annum through March 31, 2001,
shall be ten percent (10%) per annum from April 1, 2001 through June 30,
2001, and thereafter shall increase by 0.5% per annum for each additional
three month period up to a maximum of 16% per annum."
FOURTH: The amendments to the Restated Certificate of Incorporation
herein certified have been duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, this Amendment to Restated Certificate has been signed
effective as of the 11th day of February, 1999.
EVERCOM, INC.
By: /s/ JEFFREY D. CUSHMAN
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Jeffrey D. Cushman, Vice President