EXHIBIT 3.1
ARTICLES OF AMENDMENT TO RESTATED
ARTICLES OF INCORPORATION OF
CARNEGIE INTERNATIONAL CORPORATION
Carnegie International Corporation, a Colorado corporation (hereinafter
called the "Corporation"), having its principal office in Hunt Valley, Maryland,
hereby certifies to Secretary of State of Colorado that:
FIRST: The name of the corporation is: CARNEGIE INTERNATIONAL
CORPORATION.
SECOND: The Articles of Incorporation of the Corporation are hereby
amended by deleting in its entirety in the existing Article FOUR and by
substituting in lieu thereof the Article FOUR set forth in Exhibit A attached
hereto.
THIRD: The amendment of the Restated Articles of Incorporation with
respect to Section 2 of Article FOUR was adopted on October 30, 1998, by the
Board of Directors and shareholder action was not required, as prescribed by the
Colorado Business Corporation Act. The amendment of the Restated Articles of
Incorporation with respect to Section 3 of Article FOUR was adopted on November
20, 1998, by the Board of Directors and shareholder action was not required, as
prescribed by the Colorado Business Corporation Act.
IN WITNESS WHEREOF, Carnegie International Corporation has caused these
presents to be signed and acknowledged in its name and on its behalf by its
President and witnessed and attested by its Secretary on this 9/th/ day of
February 1999, and its President acknowledges that these Articles of Amendment
are the act and deed of said Corporation, and under the penalties of perjury,
that the matters and facts set forth herein with respect to authorization and
approval are true in all material respects to the best of his knowledge,
information and belief.
ATTEST: CARNEGIE INTERNATIONAL CORPORATION
/s/ Lawrence Gable By: /s/ Lowell Farkas (SEAL)
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Lawrence Gable, Acting Secretary Lowell Farkas, President
Exhibit A
ARTICLE FOUR
The total amount of authorized capital stock of the Corporation shall
consist of One Hundred Ten Million (110,000,000) shares of Common Stock, no par
value per share and Forty Million (40,000,000) shares of Preferred Stock, par
value $1.00 per share.
The Board of Directors is hereby expressly authorized issue, in one or
more series, any shares of unissued Preferred Stock and to determine the
designation, preferences, conversion rights, voting powers, restrictions,
redemption provisions, limitations as to dividends and other terms, provisions
and rights. The Board of Directors shall cause the execution and filing with the
Secretary of State of Colorado of appropriate Articles of Amendment to the
Restated Articles of Incorporation of the Corporation with respect to any such
issuance of Preferred Stock in accordance with the Colorado Business Corporation
Act.
1. Series A Preferred Stock. A series of authorized Preferred Stock,
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$1.00 par value is hereby created and shall have the designation, authorized
number of shares thereof and the rights, terms and provisions as set forth
below:
(a) Designation and Amount. The shares of this series shall be
designated as "Series A Preferred Stock" (the "Series A") and the authorized
number of shares constituting the Series A Preferred Stock shall be Two Hundred
Thousand (200,000).
(b) Trading. Series A will not be allowed to trade on the open
market.
(c) Administration. Administration of the Series A will be conducted
within the corporate office and not through the Corporation's transfer agent.
(d) Voting Rights. Series A will have the right to vote along with
Common Stock shareholders as follows: Each share of Series A will be counted as
ten (10) votes of Common Stock. For purposes of voting, the totality of voting
shares on any issue shall be all Common Stock shares issued and outstanding plus
Series A shares issued and outstanding, Series A to be weighted ten (10) votes
for each one (1) Series A share. For example, if there are 200,000 Series A
shares issued and outstanding and there are 40,000,000 shares of Common Stock
issued and outstanding, the total shares eligible to vote is 42,000,000 shares
(40,000,000 Common Stock + (10 x 200,000 Series A) = 42,000,000). If a two
thirds (2/3) majority is required, then 28,000,000 shares need to be cast from
either Series A (weighted 10 votes for 1 Series A share) or Common Stock issued
and outstanding shares to have the motion pass.
(e) Conversion Rights. Series A will have a "right of conversion" as
follows: On May 18, 2000. the 200,000 shares of Series A shall be convertible to
the greater of $2,000,000 worth of Common Stock. legended in accordance with
Rule 144 XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX have the right to convert the shares
prior to May 18, 2000 in the event the Common Stock price of Carnegie closes
above $2.00 per share (hereinafter "early conversion"). In the event of an early
conversion, Series A shareholder shall receive $2,000,000 worth of Rule 144
stock. The value of the Rule 144 stock, for conversion purposes shall be based
on the average Market
closing price of the Common Stock for the five business days immediately
preceding the conversion date. Market is defined as the price quoted for the
Company's Common Stock by the NASD Over the Counter Bulletin Board Service
(OTCBB), or any other US public market that trades the Common Stock on a daily
basis. The shares issued in the event of an early conversion will be Rule 144
stock.
(f) Liquidation. Series A will have a preference over shares of
Common Stock in the event of a corporate liquidation.
(g) Dividends. Series A will not be entitled to dividends. If
however the Corporation deems that a dividend be declared, the Series A
shareholder shall be given at least five (5) days written notice and at that
time can opt to convert Series A shares into shares of Common Stock, in
accordance with the conversion formula described in Section 1(e) of this
Article 4.
(h) Stock Split. In the event of a stock split, either reverse or
otherwise, the Series A and/or the shares of Common Stock that will be obtained
upon conversion are to be proportionately split.
2. Series B Preferred Stock. A series of authorized Preferred Stock,
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$1.00 par value is hereby created and shall have the designation, authorized
number of shares thereof and the rights, terms and provisions as set forth
below:
(a) Designation and Amount. The shares of this series shall be
designated as "Series B Preferred Stock" (the "Series B") and the authorized
number of shares constituting the Series B Preferred Stock shall be Two Hundred
Thousand Eight Hundred Forty-Seven and One-Half (200,847.5).
(b) Voting Rights. Series B will have the right to vote along with
Common Stock shareholders as follows: Each share of Series B will be counted as
ten (10) votes of Common Stock. For purposes of voting, the totality of voting
shares on any issue shall be all Common Stock shares issued and outstanding plus
Series B shares issued and outstanding, Series B to be weighted ten (10) votes
for each one (1) Series B share. For example, if there are 200,000 Series B
shares issued and outstanding and there are 40,000,000 shares of Common Stock
issued and outstanding, the total shares eligible to vote is 42,000,000 shares
(40,000,000 Common Stock + (10 x 200,000 Series B) = 42,000,000). If a two
thirds (2/3) majority is required, then 28,000,000 shares need to be cast from
either Series B (weighted 10 votes for 1 Series B share) or Common Stock issued
and outstanding shares to have the motion pass.
(c) Conversion Rights. Series B will have a "right of conversion" as
follows:
(i) The 21,600 shares of Series B shall be convertible to Common
Stock of the Corporation upon the common share price of the Corporation
maintaining an average bid trading price of Two Dollars ($2.00) per share for
a period of at least thirty (30) days, provided that said trading price reaches
Two Dollars ($2.00) per share by December 31, 1998 and the thirty (30) day
common share price holds at Two Dollars ($2.00) per share for more than 30 days
on or before February 15, 1999. Said Common Stock shall constitute
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restricted securities as defined in 17 C.F.R. (S) 230.144(a)(3) (hereinafter
"Rule 144 Stock") and shares of Rule 144 Stock received in the conversion shall
be Two Million Eight Thousand Four Hundred Seventy-Five (2,008,475) shares of
Rule 144 Stock.
(d) Dividends. Series B will not be entitled to dividends.
(e) Stock Split. In the event of a stock split, either reverse or
otherwise, the Series B and/or the shares of Common Stock that will be
obtained upon conversion are to be proportionately split.
3. Series E Preferred Stock. A series of authorized Preferred Stock,
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$1.00 par value is hereby created and shall have the designation, authorized
number of shares thereof and the rights, terms and provisions as set forth
below;
(a) Designation and Amount. The shares of this series shall be
designated as "Series E Preferred Stock" (the "Series E") and the authorized
number of shares constituting the Series E Preferred Stock shall be Twenty-One
Thousand Six Hundred (21,600).
(b) Voting Rights. Series E will have the right to vote along with
Common Stock shareholders as follows: Each share of Series E will be counted as
ten (10) votes of Common Stock. For purposes of voting, the totality of voting
shares on any issue shall be all Common Stock shares issued and outstanding plus
Series E shares issued and outstanding, Series E to be weighted ten (10) votes
for each one (1) Series E share. For example, if there are 200,000 Series E
shares issued and outstanding and there are 40,000,000 shares of Common Stock
issued and outstanding, the total shares eligible to vote is 42,000,000 shares
(40,000,000 Common Stock + (10 x 200,000 Series E) = 42,000,000). If a two
thirds (2/3) majority is required, then 28,000,000 shares need to be cast from
either Series E (weighted 10 votes for 1 Series E share) or Common Sock issued
and outstanding shares to have the motion pass.
(c) Conversion Rights. Series E will have a "right of conversion" as
follows:
(i) On November 20, 2000, the 21,600 shares of Series E shall be
convertible to Rule 144 Restricted Legend Common Stock of the Corporation
(hereinafter "Rule 144 Stock") and shares of Rule 144 Stock received in the
conversion shall be the greater of:
a) Rule 144 Stock with a value of $270,000 based upon the
conversion Value set forth in paragraph (ii) below; or
b) 216,000 shares of Rule 144 Stock, which shall be
considered higher in Value than the Value under a) above if the Value of the
Common Stock of the Corporation is above an average closing price of $1.25 per
share as computed on the business day immediately preceding November 20, 2000.
(ii) The Value of each share of Rule 144 Stock, for conversion
calculation purposes shall be based on the average Market closing price of the
Common Stock for the five (5) business days immediately preceding the conversion
date. "Market" is defined as the price quoted for the Corporation's Common Stock
by the NASD Over the Counter Bulletin Board
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Service (OTCBB), or the closing trading price on the exchange on which the
Corporation's Common Stock is traded if said stock is no longer quoted on the
OTCBB.
(d) Dividends. Series E will not be entitled to dividends.
(e) Stock Split. In the event of a stock split, either reverse or
otherwise, the Series E and/or the shares of Common Stock that will be obtained
upon conversion are to be proportionately split.
4. Series F Preferred Stock. A series of authorized Preferred Stock,
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$1.00 par value is hereby created and shall have the designation, authorized
number of shares thereof and the rights, terms and provisions as set forth
below:
(a) Designation and Amount. The shares of this series shall be
designated as "Series F Preferred Stock" (the "Series F") and the authorized
number of shares constituting the Series F Preferred Stock shall be Fifty Two
Thousand Five Hundred (52,500).
(b) Trading. Series F will not be allowed to trade on the open
market.
(c) Administration. Administration of the Series F will be conducted
within the corporate office and not through the Corporation's transfer agent.
(d) Voting Rights. Series F will have the right to vote along with
Common Stock shareholders as follows: Each share of Series F will be counted as
ten (10) votes of Common Stock. For purposes of voting, the totality of voting
shares on any issue shall be all Common Stock shares issued and outstanding plus
Series F shares issued and outstanding, Series F to be weighted ten (10) votes
for each one (1) Series F share. For example, if there are 200,000 Series F
shares issued and outstanding and there are 40,000,000 shares of Common Stock
issued and outstanding, the total shares eligible to vote is 42,000,000 shares
(40,000,000 Common Stock + (10 x 200,000 Series F) = 42,000,000). If a two
thirds (2/3) majority is required, then 28,000,000 shares need to be cast from
either Series F (weighted 10 votes for 1 Series F share) or Common Stock issued
and outstanding shares to have the motion pass.
(e) Liquidation. Series F will have a preference over shares of
Common Stock in the event of a corporate liquidation, at up to $1.33 per share.
Preferred shares shall have preference over other Preferred shares in the event
of a corporate liquidation in order of alphabetical issuance, such that Series A
shall have preference over Series B, Series B shall have preference over Series
C, etc. The cumulative preferences of Series A through E Preferred over Series F
shall not exceed Twenty Million Dollars ($20,000,000).
(f) Dividends. Series F will not be entitled to dividends.
(g) Conversion Rights. Series F will have a "right of conversion" as
follows:
(i) On December 1, 2000, the 52,500 shares of Series F shall be
converted automatically to Common Stock of the Company, which Common Stock shall
constitute
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restricted securities as defined in 17 C.F.R. (S)230,144(a)(3) (hereinafter
"Rule 144 Stock"). The Common Stock shall be converted to the greater of:
a) Rule 144 Stock with a Value of $7,000,000, based upon the
conversion Value set forth in paragraph (ii) below: or
b) 525,000 shares of Rule 144 Stock, which shall be
considered higher in Value than the Value under a) above if the Value of the
Common Stock of the Company is above an average closing price of $1.33 per share
as computed for five (5) business days immediately preceding December 1, 2000.
(ii) The Value of each share of Rule 144 Stock, for conversion
calculation purposes shall be based on the average Market closing price of the
Common Stock for the five business days immediately preceding the conversion
date. Market is defined as the price quoted for the Company's Common Stock by
the NASD Over the Counter Bulletin Board Service (OTCBB), or the closing trading
price on the exchange on which the Company Common Stock is traded if said stock
is no longer quoted on the OTCBB.
(h) Stock Split. In the event of a stock split, either reverse or
otherwise, the Series F and/or the shares of Common Stock that will be obtained
upon conversion are to be proportionately split.
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