ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION
OF
SILK BOTANICALS.COM, INC.
1. The following provision of the Articles of Incorporation of Silk
Botanicals.com, Inc., a Florida corporation (the "Company") filed in
Tallahassee on November 20, 1998 as document number P98000098924, and
pursuant to Sections 607.0704, 607.0725, 607.0726, 607.1001 and
607.1003 of the Florida Business Corporation Act, and as amended in
October 2000, be and hereby is amended to read as follows:
SECOND ARTICLE
(At the end of the Second Article, add the following language)
The Board of Directors of the Company, pursuant to the authority
granted in the Articles of Incorporation and the Bylaws of the
Company, hereby authorizes the issuance the shares of Preferred Stock
in three different series, in such denominations, designations and
preferences as set forth below.
The Board of Directors has designed 2,000,000 shares of Preferred
Stock to be authorized and issued in a private placement offering as
"Series 2001 Convertible Preferred Stock."
Series 2001 Convertible Preferred Stock
Preferences on Liquidation
In the event of any voluntary or involuntary liquidation, dissolution,
or winding up of the corporation, the holders of shares of the Series
2001 Convertible Preferred Stock then outstanding shall be entitled to
be paid, out of the assets of the corporation available for
distribution to its stockholders, whether from capital, surplus or
earnings, before any payment shall be made in respect of the
corporation's common stock, an amount equal to Five Dollars ($5.00)
per share for each Preferred Share, plus all declared and unpaid
dividends thereon to the date fixed for distribution. After setting
apart or paying in full the preferential amounts due the holders of
the Series 2001 Convertible Preferred Stock the remaining assets of
the corporation available for distribution to stockholders, if any,
shall be distributed exclusively to the holders of common stock, each
such issued and outstanding share of common stock entitling the holder
thereof to receive an equal proportion of said remaining assets. If
upon liquidation, dissolution, or winding up of the corporation, the
assets of the corporation available for distribution to its
shareholders shall be insufficient to pay the holders of the Series
2001 Convertible Preferred Stock the full amounts to which they
respectively are entitled, then they shall share ratably in any
distribution of assets according to the respective amounts which would
be payable in respect of the shares held by them upon such
distribution if all amounts payable on or with respect to said shares
were paid in full. The merger or consolidation of the corporation
into or with another corporation in which this corporation shall not
survive and the shareholders of this corporation shall own less than
50% of the voting securities of the surviving corporation or the sale,
transfer or lease (but not including a transfer or lease by pledge or
mortgage to a bona fide lender) of all or substantially all of the
Exhibit 3.(i).5 - Pg. 1
assets of the corporation shall be deemed to be a liquidation,
dissolution or winding up of the corporation.
Exhibit 3.(i).5 - Pg. 2
Voting Rights
The shares of Series 2001 Convertible Preferred Stock shall have no
voting rights with regard to the election of directors or as to other
matters except those affecting the class. The Company may not take any
of the following actions without first obtaining the approval by vote
or written consent, in the manner provided by law, of the holders of
at least a majority of the total number of shares of Series 2001
Convertible Preferred Stock outstanding, voting separately as a class,
(1) alter or change any of the powers, preferences, privileges, or
rights of the Series 2001 Convertible Preferred Stock; or (2) amend
the provisions of this paragraph; or (3) create any new class or
series of shares having preferences prior to or being on a parity with
the Series 2001 Convertible Preferred Stock as to dividends or assets.
Conversion Rights
Each share of Series 2001 Convertible Preferred Stock may, at the
option of the holder, be converted into fully paid and nonassessable
shares of common stock of the corporation at any time after twelve
months after the issuance of such shares.
The Conversion Ratio per share at which shares of common stock shall
be initially issuable upon conversion of any shares of Series 2001
Convertible Preferred Stock shall be the lesser of either (a) $5.00
per share or (b) 30% below the trading price of the common stock based
on the closing price of the common stock on the trading day prior to
the date of conversion, subject to adjustment in the event that the
corporation shall at any time subdivide the outstanding shares of
common stock, or shall issue a stock dividend on its outstanding
common stock, then the Conversion Ratio in effect immediately prior to
such subdivision or the issuance of such dividend shall be
proportionately increased, and in case the corporation shall at any
time combine the outstanding shares of common stock, the Conversion
Ratio in effect immediately prior to such combination shall be
proportionately decreased.
The Board of Directors has designed 4,042,687 shares of Preferred
Stock to be authorized and issued in exchange for a like number of
common shares, to Joseph R. Bergmann, as "Series 2000 Convertible
Preferred Stock."
Series 2000 Convertible Preferred Stock
The 4,042,687 shares of Series 2000 Convertible Preferred Stock carry
the following preferences:
Voting Rights. Each share of common stock entitles the holder thereof
to one vote, either in person or by proxy, at meetings of
shareholders, and such vote shall be equal to the voting rights of the
common stock and shall be counted with the common stock toward the
election of directors or such other action as the class of common
stock shall be entitled. The holders are not permitted to vote their
shares cumulatively. Accordingly, the holders of the Series 2000
Preferred Stock and the common stock, holding in the aggregate more
than fifty percent (50%) of the total voting rights can elect all of
the directors of Silk Botanicals.
Antidilution. In the event that we shall at any time combine the
outstanding common stock into a smaller number of shares, such action
shall have no effect upon the conversion ratio of the Series 2000
Convertible Preferred Stock, which shall always be on a one share for
one share basis.
Exhibit 3.(i).5 - Pg. 3
Conversion Rights. Each share of Series 2000 Convertible Preferred
Stock may, at the option of the holder, be converted into fully paid
and nonassessable shares of common stock of the corporation, on a one
for one basis, at any time after January 1, 2002.
Series 2000A Convertible Preferred Stock
The Board shall issue 2,444,532 shares of Series 2000A Convertible
Preferred Stock, for services rendered, to Coral Ridge, Inc., which
carries the following preferences:
Voting Rights. The shares of Series 2000A Convertible Preferred Stock
shall have no voting rights with regard to the election of directors
or as to other matters except those affecting the class. The Company
may not take any of the following actions without first obtaining the
approval by vote or written consent, in the manner provided by law, of
the holders of at least a majority of the total number of shares of
Series 2000A Convertible Preferred Stock outstanding, voting
separately as a class, (1) alter or change any of the powers,
preferences, privileges, or rights of the Series 2000A Convertible
Preferred Stock; or (2) amend the provisions of this paragraph; or (3)
create any new class or series of shares having preferences prior to
or being on a parity with the Series 2000A Convertible Preferred Stock
as to dividends or assets.
Antidilution. In the event that we shall at any time combine the
outstanding common stock into a smaller number of shares, such action
shall have no effect upon the conversion ratio of the Series 2000A
Convertible Preferred Stock, which shall always be on a one share for
one share basis.
Conversion Rights. Each share of Series 2000A Convertible Preferred
Stock may, at the option of the holder, be converted into fully paid
and nonassessable shares of common stock of the corporation, on a one
for one basis, at any time after twelve months from the date of
execution of the consulting agreement between the Company and Coral
Ridge, Inc.
The foregoing amendment was adopted by a majority vote of the
Company's Directors as authorized in the Articles of Incorporation
and Bylaws of the Company, on the 26th day December, 2000, in
accordance with the provisions of the Florida Business Corporation
Act. The number of votes cast was sufficient for approval.
IN WITNESS WHEREOF, the undersigned President of the Company has
executed these Articles of Amendment on the 26th day of December,
2000.
SILK BOTANICALS.COM, INC.
/s/___________________________
Joseph R. Bergmann, President
Exhibit 3.(i).5 - Pg. 4
STATE OF FLORIDA
COUNTY OF PALM BEACH
On this 26th day of December, 2000, before me, a Notary Public,
duly authorized in the State and County named above to take
acknowledgments, personally appeared Joseph R. Bergmann, to me known
to be the person whose name is subscribed to the within instrument,
and he acknowledged that he executed the same for the purposes therein
contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
_/s_____________________________
Notary Public - State of Florida
My Commission Expires
Exhibit 3.(i).5 - Pg. 5