CERTIFICATE OF AMENDMENT
ARTICLES OF INCORPORATION
OF
SAINT ANDREWS GOLF CORPORATION
SAINT ANDREWS GOLF CORPORATION, a Nevada corporation (the "Corporation"),
hereby certifies to the Nevada Department of State, as follows:
FIRST: That the Board of Directors of the Corporation, by unanimous
written consent dated July 11, 1996, with respect to Article IV, in lieu of
meetings of such Board, adopted resolutions approving, proposing and declaring
advisable, in the form of this Amendment to the Articles of Incorporation, the
following amendment to the Articles of Incorporation of the Corporation. The
resolutions setting forth the proposed amendment are as follows:
RESOLVED: That the Articles of Incorporation be amended as follows:
"ARTICLE IV shall be and hereby is amended to provide:
(d) There is hereby established a series of Preferred Stock of the
Corporation designated "Series A Convertible Preferred Stock," par value $.001
per share. The number of shares of this series of Convertible Preferred Stock
shall be 500,000 shares. The powers, designations, preferences and relative,
participating, optional or other special rights of the shares of this series
of Convertible Preferred Stock and the qualifications, limitations and
restrictions of such preferences and rights shall be as follows:
1. Dividend Provisions. No dividends shall be paid on any
share of Common Stock or any other series of Preferred Stock unless a dividend
is paid with respect to all outstanding shares of Series A Convertible
Preferred Stock in an amount for each such shares of Series A Convertible
Preferred Stock equal to the aggregate amount of such dividends for all shares
of Common Stock into which each such share of Series A Convertible Preferred
Stock could then be converted. Such dividends shall be payable only when, as,
and if declared payable to holders of Common Stock by the Board of Directors
and shall be noncumulative. In the event the Corporation shall declare a
distribution (other than any distributions described above) payable in
securities of other persons, evidences or indebtedness issued by the
Corporation or other persons, assets (excluding cash dividends) or options or
rights to purchase any such securities or evidences of indebtedness, then, in
each such case the holders of the Series A Convertible Preferred Stock shall
be entitled to a proportionate equitable share of any such distribution in
accordance with provisions set forth above as though the holders of the Series
A Convertible Preferred Stock were the holders of the number of shares of
Common Stock of the corporation into which their respective shares of Series A
Convertible Preferred Stock are convertible or holders of the Preferred Stock
as of the record date fixed for the determination of the holders of the Common
Stock of the Corporation entitled to receive such distribution.
2. Liquidation Preference.
(a) In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation, the
holder of each share of Series A Convertible Preferred Stock shall be entitled
to receive, out of the assets of the Corporation available for distribution to
its stockholders, before any payment or distribution shall be made on the
Common Stock, an amount per share equal to $10.00. If the assets and funds to
be distributed among the holders of the Series A Convertible Preferred Stock
shall be insufficient to permit the payment of the full aforesaid preferential
amount to such holders, then the entire assets and funds of the Corporation
legally available for the distribution shall be distributed among the holders
of the Series A Convertible Preferred Stock in proportion to the aggregate
preferential amount of all shares of Series A Convertible Preferred Stock held
by them. After payment has been made to the holders of the Series A
Convertible Preferred Stock, the remaining assets of the Corporation available
for distribution to the holders of the Common Stock shall be distributed,
among the holders of the Series A Convertible Preferred Stock and Common Stock
pro rata based on the number of shares of Common Stock held by each at the
time of such liquidation (assuming conversion of all such Series A Convertible
Preferred Stock).
(b) For purposes of this Section 2, a merger or
consolidation of the Corporation with or into any other corporation or
corporations, or the merger of any other corporation or corporations into the
Corporation, or the sale or any other corporate reorganization, in which
shareholders of the Corporation receive distributions as a result of such
consolidation, merger, sale of assets or reorganization, shall be treated as a
liquidation, dissolution or winding up of the Corporation, unless the
stockholders of the Corporation hold more than fifty percent (50%) of the
voting equity securities of the successor or surviving corporation immediately
following such consolidation, merger, sale of assets or reorganization in
which event such consolidation, merger, sale of assets, or reorganization
shall not be treated as a liquidation, dissolution or winding up.
3. Conversion. The Series A Convertible Preferred Stock may
be converted into shares of the Corporation's Common Stock on the following
terms and conditions (the "Conversion Rights"):
(a) Option to Convert. Commencing immediately, holders of
the Series A Convertible Preferred Stock shall have the right to convert all
or a portion of their shares into shares of Common Stock at any time or from
time to time upon notice to the Corporation on the terms and conditions set
forth herein prior to the date fixed for redemption of such shares.
(b) Mechanics of Conversion. Upon the election of a
holder of the Series A Convertible Preferred Stock to convert shares of such
Preferred Stock, the holder of the shares of Series A Convertible Preferred
Stock which are converted shall surrender the certificate or certificates
therefor, duly endorsed, at the office of the Corporation or any authorized
transfer agent for such stock together with a written statement that he elects
to convert his preferred stock to common stock. The Corporation or the
transfer agent shall promptly issue and deliver at such office to such holder
of Series A Convertible Preferred Stock a certificate or certificates for the
number of shares of Common Stock to which such holder is thereby entitled.
The effective date of such conversion shall be a date not later than 30 days
after the date upon which the holder provides written notice of his election
to convert to the Corporation or transfer agent.
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(c) Conversion Ratio. Each share of Series A Convertible
Preferred Stock may be converted into one (1) fully paid and nonassessable
share of Common Stock (except as adjusted pursuant to paragraph 3(d) below).
In the event that upon conversion of shares of Series A Convertible Preferred
Stock a holder shall be entitled to a fraction of a share of Common Stock, no
fractional share shall be issued and in lieu thereof the Corporation shall pay
to the holder cash equal to the fair value of such fraction of a share.
(d) Adjustment of Conversion Rate. If the Corporation
shall at any time, or from time to time, after the effective date hereof
effect a subdivision of the outstanding Common Stock and not effect a
corresponding subdivision of the Series A Convertible Preferred Stock, or if
the Corporation at any time or from time to time after the effective date
hereof 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
number of shares of Common Stock issuable upon conversion of the Series A
Convertible Preferred Stock shall be proportionately increased 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.
(e) No Impairment. The Corporation will not, by amendment
of its Articles of Incorporation 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 of the
provisions of this Section 3 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 A Convertible Preferred Stock against impairment.
(f) Reservation of Stock Issuable Upon Conversion. The
Corporation shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock, solely for the purpose of
effecting the conversion of the shares of Series A Convertible Preferred
Stock, such number of its shares of Common Stock as shall from time to time be
sufficient to effect the conversion of all outstanding shares of Series A
Convertible Preferred Stock; and if at any time the number of authorized but
unissued shares of Common Stock shall not be sufficient to effect the
conversion of all outstanding shares of Series A Convertible Preferred Stock,
the Corporation will take such corporate action as is necessary to increase
its authorized but unissued shares of Common Stock to such number of shares as
shall be sufficient for such purpose.
4. Status of Converted or Reacquired Stock. In case any
shares of Series A Convertible Preferred Stock shall be converted pursuant to
Section 3 hereof, the shares so converted shall cease to be a part of the
authorized capital stock of the Corporation.
5. Voting Rights.
(a) Each share of Series A Convertible Preferred Stock
entitle the holder to one (1) vote and with respect to each such vote, a
holder of shares of Series A Convertible Preferred Stock shall have full
voting rights and powers equal to the voting rights and powers of a holder of
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shares of Common Stock, share for share, and shall be entitled to notice of
any shareholders' meeting in accordance with the Bylaws of the Corporation,
and shall be entitled to vote with holders of Common Stock together as a
single class.
(b) The Board of Directors shall consist of five (5)
members. Holders of Series A Convertible Preferred stock, voting together as
a class, shall be entitled to elect one (1) member of the Board of Directors
at each meeting or pursuant to each consent of the Corporation's shareholders
for the election of directors.
6. Redemption Provisions. To the extent permitted under the
Nevada Business Corporation Act, shares of the Series A Convertible Preferred
Stock are redeemable as follows:
(a) Redemption at Option of Corporation. If there is a
registration statement covering the issuance of the Common Stock upon the
conversion of the Series A Convertible Preferred Stock which has been declared
effective by the Securities and Exchange Commission, and both of the following
two conditions have been satisfied:
(i) The Corporation has $1,000,000 of pre-tax income
for a fiscal year according to the audited year-end financial statements; and
(ii) If the closing bid price of the Corporation's
Common Stock for twenty consecutive trading days equals or exceeds $15.00,
the Corporation may redeem shares of Series A Convertible Preferred Stock.
If fewer than all of the outstanding shares of Series A
Convertible Preferred Stock are to be redeemed, the Company will select those
to be redeemed pro rata or by lot or in such other manner as the Board of
Directors may determine.
(b) Redemption Price. The redemption price per share
under this Section 6 shall be Twelve Dollars and Fifty Cents ($12.50) per
share.
(c) Notice of Redemption. Notice to the holders of shares
of Series A Convertible Preferred Stock to be redeemed shall be given not
earlier than 60 days nor later than 30 days before the date fixed for
redemption. The notice of redemption to each stockholder whose shares of
Series A Convertible Preferred Stock are to be redeemed shall specify the
number of Series A Convertible Preferred Stock of such stockholder to be
redeemed, the date fixed for redemption and the redemption price at which
shares of Series A Convertible Preferred Stock are to be redeemed, and shall
specify where payment of the redemption price is to be made upon surrender of
such shares, shall state the conversion rate then in effect, and that the
Conversion Rights of such shares shall cease and terminate at the close of
business on the date fixed for redemption.
7. Notices. Any notice required to be given to holders of
shares of Series A Convertible Preferred Stock shall be deemed given upon
deposit in the United States mail, postage prepaid, addressed to such holder
of record at his address appearing on the books of the Corporation, or upon
personal delivery of the aforementioned address.
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SECOND: This Amendment to the Articles of Incorporation effected herein
is authorized by the vote of the Board of Directors on July 11, 1996.
THIRD: The amendments effected herein were duly adopted in accordance
with the applicable provisions of NRS 78.385.
IN WITNESS WHEREOF, Saint Andrews Golf Corporation has caused this
Certificate of Amendment to be signed and acknowledged by its President and
Secretary this 26th day of July 1996.
SAINT ANDREWS GOLF CORPORATION
ATTEST:
/s/ Ron Boreta By /s/ Ron Boreta
Ron Boreta, Secretary Ron Boreta, President
STATE OF NEVADA )
) ss.
COUNTY OF CLARK )
I, John Curtis, a Notary Public, hereby certify that on the 26th day of
July, 1996, personally appeared before me Ron Boreta, who being by me first
duly sworn, declared that he signed the foregoing document as President and
Secretary of the corporation named therein and that he was above the age of
eighteen years and that the statements contained therein are true and correct
to the best of his knowledge and belief.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/s/ John Curtis
Notary Public
My commission expires: June 4, 2000
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