EXHIBIT 3(i)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
WORKFORCE SYSTEMS CORP.
The undersigned, being a natural person competent to contract, does hereby
make, subscribe and file the Articles of Amendment to the Articles of
Incorporation of Workforce Systems Corp., a Florida corporation, pursuant to
Sections 607.0602 and 607.10025 of the Florida Business Corporation Act:
1. The name of the corporation is Workforce Systems Corp. (the
"Company").
2. The text of the resolution of the Board of Directors on September
25, 1997 setting forth amendments to the designations, rights and privileges of
the Company's Series F 7% Cumulative Non-Participating Preferred Stock is as
follows:
WHEREAS, pursuant to Article IV of the Articles of Incorporation the
Company is authorized to issue 2,000,000 shares of preferred stock,
par value $.001 per share (the "Preferred Stock"), issuable in such
series and bearing such voting, dividend, conversion, liquidation
and other rights and preferences as the Board of Directors may
determine.
WHEREAS, the Board of Directors deems it to be in the best interest
of the Company to designate a series of such Preferred Stock,
consisting of 75,000 shares.
NOW, THEREFORE, be it resolved that the Board of Directors of the
Company be and hereby determines that 75,000 shares of Preferred
Stock are designated as Series F 7% Cumulative Non-Participating
Preferred Stock, with the following designations, rights and
preferences:
1. DESIGNATION AND INITIAL NUMBER. The series of Preferred Stock
hereby classified shall be designated "Series F 7% Cumulative
NonParticipating Preferred Stock" (the "Series F 7% Cumulative
NonParticipating Preferred Stock".) The initial number of authorized
shares of the Series F 7% Cumulative Non-Participating Preferred
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Stock shall be 75,000 shares. Upon issuance of the shares of Series
F 7% Cumulative Non-Participating Preferred Stock $10.00 per share
shall be the stated capital of the Company.
2. VOTING RIGHTS. Holders of the shares of Series F 7% Cumulative
Non-Participating Preferred Stock shall be entitled to full voting
rights, share for share, with the then outstanding Common Stock as
well as with any other class or series of stock of the Company which
have general voting power with the Common Stock concerning any
matter being voted upon. Except as so provided, shares of Series F
7% Cumulative Non-Participating Preferred Stock shall at no time be
entitled, as a series, class or otherwise, to any other or special
or restrictive voting rights of any kind whatsoever, except as then
and when and to the extent required by applicable law.
3. CONVERSION PRIVILEGE. The shares of Series F 7% Cumulative
Non-Participating Preferred Stock are not convertible into any other
class of capital stock of the Company.
4. REDEMPTION. The shares of Series F 7% Cumulative
NonParticipating Preferred Stock are redeemable at the sole option
of the Company at any time and from time to time at a redemption
price to be negotiated by the parties at the time of redemption;
provided, however, that the shares of Series F 7% Cumulative
Non-Participating Preferred Stock may only be redeemed
contemporaneously with or subsequent to the redemption of all the
outstanding shares of Series E Cumulative Non-Participating
Preferred Stock then issued and outstanding.
5. DIVIDENDS. The shares of Series F 7% Cumulative
NonParticipating Preferred Stock shall pay annual dividends out of
funds legally available for the payment of dividends by the Company
in the amount of $52,500, payable quarterly in arrears commencing
December 31, 1997.
6. LIQUIDATION. In the event of any voluntary or involuntary
dissolution or winding up of the Company, the holders of shares of
Series F 7% Cumulative Non-Participating Preferred Stock then
outstanding shall be entitled to be paid out of the assets of the
Company available for distribution to its shareholders an amount per
share equal to $.001 without interest, and no more, before any
payment shall be made to the holders of any stock of the Company
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ranking junior to the Series F 7% Cumulative Non-Participating
Preferred Stock. A merger of consolidation of the Company with or
into any other corporation, share exchange or sale of conveyance of
all or any part of the assets of the Company which shall not in fact
result in the liquidation of the Company and the distribution of
assets to its shareholders shall not be deemed to be a voluntary or
involuntary liquidation, dissolution or winding up of the Company
within the meaning of this Paragraph 6.
7. TRANSFERABILITY. The shares of Series F 7% Cumulative
NonParticipating Preferred Stock may be transferred at any time and
from time to time at the sole option of the holder.
BE IT FURTHER RESOLVED, that the President of the Company be and
hereby is authorized and directed to execute and file Articles of
Amendment reflecting the foregoing action and to take such other
acts or actions as he deems necessary and appropriate to effect the
foregoing.
4. The foregoing amendment was duly adopted by unanimous written
consent of the Board of Directors on September 25, 1997 and shareholders' action
was not required.
IN WITNESS WHEREOF, this Articles of Amendment to the Articles of
Incorporation has been executed on the day of September, 1997.
Workforce Systems Corp.
By: /s/ Robert Hausman
-------------------------
Robert Hausman,
President
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