Exhibit 3.4
CERTIFICATE OF DESIGNATIONS OF
PREFERRED STOCK
OF
RAMSAY MANAGED CARE, INC.
Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware
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The undersigned, Remberto Cibran, President and Chief Operating
Officer of Ramsay Managed Care, Inc., a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), on
behalf of the Corporation and in accordance with the provisions of Section 103
thereof, DOES HEREBY CERTIFY:
That pursuant to the authority conferred upon the Board of Directors
of the Corporation by Subarticle I of Article FOURTH of the Amended and Restated
Certificate of Incorporation of the Corporation, and in accordance with the
provisions of Section 151(g) of the General Corporation Law of the State of
Delaware, on August 13, 1996, the Board of Directors of the Corporation
authorized and designated 100,000 of the authorized shares of the Preferred
Stock, $0.01 par value, of the Corporation as Series 1996 Preferred Stock and
adopted the following resolution in connection therewith:
RESOLVED, that the Board of Directors of the Corporation, in
accordance with Section 151(g) of the General Corporation Law of the State of
Delaware and Subsection I of Article FOURTH of the Corporation's Amended and
Restated Certificate of Incorporation, hereby authorizes and designates 100,000
shares of Preferred Stock, par value $0.01 per share, as Series 1996 Convertible
Preferred Stock (the "Series 1996 Preferred Stock"), which Series 1996 Preferred
Stock shall be described and limited as follows:
(a) Definitions. For purposes of this Designation, the following
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definitions shall apply:
"Additional Shares of Common Stock" shall mean all shares of Common
Stock, par value $0.01 per share (the "Common Stock"), of the Corporation issued
subsequent to the Base Date (or, pursuant to subparagraph (e)(v), deemed to be
issued subsequent to the Base Date) by the Corporation,
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other than shares of Common Stock issued or issuable (A) upon conversion of
shares of Series 1996 Preferred Stock; (B) pursuant to any Options issued under
the 1994 Stock Option Plan, pursuant to any Options or Convertible Securities
issued pursuant to the 1996 Long Term Incentive Plan or pursuant to the 1994
Employee Stock Purchase Plan of the Corporation; and (C) upon exercise of
Options or Convertible Securities other than those covered by clause (B) above,
in each case which Options or Convertible Securities were outstanding as of the
Base Date.
"Base Date" shall mean September 10, 1996.
"Board of Directors" shall mean the Board of Directors of the
Corporation.
"Common Stock Outstanding" shall include all Common Stock issued and
outstanding and issuable upon exercise of all outstanding Options and conversion
of all outstanding Convertible Securities.
"Convertible Securities" shall mean any evidences of indebtedness,
shares or securities convertible into or exchangeable for shares of Common
Stock.
"Effective Price" of Additional Shares of Common Stock shall mean the
quotient determined by dividing the total number of Additional Shares of Common
Stock issued or sold, or deemed to have been issued or sold by the Corporation
under subparagraph (e)(v), into the aggregate consideration received or deemed
to have been received by the Corporation for such issue under subparagraph
(e)(v).
"Market Price" shall mean, for any day, the last sale price for the
shares of Common Stock on the principal securities exchange on which such shares
are listed or admitted to trading, or, if not so listed or admitted to trading
on any securities exchange, the last sale price for the shares of Common Stock
on the Nasdaq National Market or the Nasdaq SmallCap Market, whichever is
applicable, or, if such shares shall not be included on either such market, the
average of the closing bid and asked prices in the over-the-counter market, in
each such case, unless otherwise provided herein, averaged over a period of 20
consecutive business days prior to the day as of which Market Price is being
determined. If at any time the shares of Common Stock are not listed on any
such exchange or in such markets or quoted in the over-the-counter market, the
Market Price of the shares of Common Stock shall be deemed to be the higher of
(i) the book value thereof, as determined in accordance with generally accepted
accounting principles consistent
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with those then being applied by the Corporation, by any firm of independent
certified public accountants (which may be the regular auditors of the
Corporation) of recognized national standing selected by the Board of Directors,
as of the last day of the month ending within 31 days preceding the date as of
which the determination is to be made, and (ii) the fair value thereof, as
determined in good faith by an independent brokerage firm, Standard & Poor's
Corporation or Moody's Investors Service, as selected by the Board of Directors,
as of a date which is within 15 days preceding the date as of which the
determination is to be made.
"Options" shall mean rights, options or warrants to subscribe for,
purchase or otherwise acquire shares of Common Stock or Convertible Securities.
(b) Dividend Rights. From and after the issuance of the Series 1996
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Preferred Stock, the holder of each share of the Series 1996 Preferred Stock
shall be entitled to receive, and shall be paid, when and as declared by the
Board of Directors, out of funds legally available therefor, cumulative
dividends at an annual rate of $1.50 per share, payable in arrears quarterly on
January 1, April 1, July 1 and October 1, to stockholders of record on a date
not more than 20 days prior to the date on which such cash dividends are
payable, said dividends to commence accrual on the date of issuance of the
applicable shares. Such dividends shall be prior and in preference to any
declaration of payment of any dividend on the Common Stock. Such dividends
shall be cumulative and shall accrue whether or not declared by the Board of
Directors. No cash dividends shall be paid with respect to any class or series
of capital stock of the Corporation, including without limitation, the Common
Stock, until all dividends accrued on any outstanding shares of the Series 1996
Preferred Stock, whether or not declared, have been set apart and fully paid.
No accumulation of dividends on the Series 1996 Preferred Stock shall bear
interest.
(c) Liquidation Rights. In the event of liquidation, dissolution or
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winding up of the Corporation, whether voluntary or involuntary, the holder of
each share of the Series 1996 Preferred Stock, by reason of ownership thereof,
shall be entitled to receive in exchange for and in redemption of shares of the
Series 1996 Preferred Stock held, prior and in preference to any distribution of
any of the assets or surplus funds of the Corporation to the holders of any
class or series of capital stock of the Corporation, including without
limitation, the Common Stock, an amount equal to $30.00 per share plus all
accrued but unpaid dividends, whether or not declared, on such share. All of
the preferential amounts to be paid to the holders of
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the Series 1996 Preferred Stock under this Section (c) shall be paid or set
apart for payment before the payment or setting apart for payment of any amount
for, or the distribution of any assets or surplus funds of the Corporation to,
the holders of any class or series of capital stock of the Corporation,
including without limitation, the Common Stock of the Corporation, in connection
with such liquidation, dissolution or winding up, whether voluntary or
involuntary. If the assets or surplus funds to be distributed to the holders of
the Series 1996 Preferred Stock are insufficient to permit the payment to such
holders of their full preferential amount, the assets and surplus funds legally
available for distribution shall be distributed ratably among the holders of the
Series 1996 Preferred Stock in proportion to the full preferential amount each
such holder is otherwise entitled to receive. After the payment or distribution
to the holders of the Series 1996 Preferred Stock of the full preferential
amounts aforesaid, the holders of the Common Stock then outstanding shall be
entitled to receive ratably all the remaining assets of the Corporation.
(d) Voting Rights. Except as required by law, each share of the
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Series 1996 Preferred Stock shall entitle the holder thereof to that number of
votes per share equal to the number of whole shares of Common Stock into which
such share of Series 1996 Preferred Stock is then convertible on all matters put
to a vote of the stockholders of the Corporation and shall otherwise have voting
rights and powers equal to the voting rights and powers of the Common Stock.
Such number of votes shall be appropriately adjusted in the event of any
recapitalization, reorganization, stock dividend, stock split or similar event
affecting the capital stock of the Corporation. In any and all circumstances,
the holders of the Series 1996 Preferred Stock shall be entitled to notice of
any stockholders' meeting in accordance with the Bylaws of the Corporation and
shall vote together with the holders of the Common Stock as one class upon any
matter submitted to a vote of stockholders (whether at a meeting or by written
consent), except those matters required by law to be submitted to a class vote
of the holders of Series 1996 Preferred Stock.
(e) Conversion. Each holder of shares of the Series 1996 Preferred
Stock shall have conversion rights as follows:
(i) Right to Convert.
(A) Each share of the Series 1996 Preferred Stock shall be
convertible, at the option of the
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holder thereof, at any time after the date of issuance of such share
at the office of the Corporation or any transfer agent for the
Series 1996 Preferred Stock, into that number of fully paid and
nonassessable shares of Common Stock that results from dividing the
Conversion Price per share of the Series 1996 Preferred Stock in
effect at conversion into $30.00 and multiplying the quotient
obtained by the number of shares of the Series 1996 Preferred Stock
being converted. The initial Conversion Price of the Series 1996
Preferred Stock is $1.00 per share. The initial Conversion Price of
the Series 1996 Preferred Stock is subject to adjustment from time
to time as provided herein.
(B) No fractional shares of Common Stock shall be issued upon
conversion of shares of the Series 1996 Preferred Stock and if any
shares of the Series 1996 Preferred Stock surrendered by a holder,
in the aggregate, for conversion which would otherwise result in a
fractional share of Common Stock, then such fractional share shall
be redeemed at the then effective Conversion Price per share,
payable as promptly as possible when funds are legally available
therefor.
(ii) Mechanics of Conversion. Before any holder of shares of the
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Series 1996 Preferred Stock shall be entitled to convert the same into shares of
Common Stock, such holder shall surrender the certificate or certificates
therefor, duly endorsed and accompanied by properly executed stock powers, at
the office of the Corporation or of any transfer agent for the Series 1996
Preferred Stock, shall give written notice to the Corporation at such office of
the name or names in which such holder wishes the certificate or certificates
for shares of Common Stock to be issued if different from the name shown on the
books and records of the Corporation and shall pay any applicable transfer tax.
Said conversion notice shall also contain such representations as may reasonably
be required by the Corporation to the effect that the shares to be received upon
conversion are not being acquired and will not be transferred in any way which
might violate the then applicable securities laws. The Corporation shall, as
soon as practicable thereafter, issue and deliver at such office to such holder
of the Series 1996 Preferred Stock, or to the nominee or nominees of such
holder, a certificate or certificates for the number shares of Common Stock to
which such holder shall be entitled as aforesaid. Such conversion shall be
deemed to have been made immediately prior to the
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close of business on the date of such surrender of the shares of the Series 1996
Preferred Stock to be converted, and the person or persons entitled to receive
the shares of Common Stock issuable upon such conversion shall be treated for
all purposes as the record holder or holders of such shares of Common Stock as
of such date. All certificates issued upon conversion of the Series 1996
Preferred Stock shall contain a legend setting forth any applicable restrictions
upon such shares imposed by applicable securities laws.
(iii) Adjustment for Subdivisions or Combinations of Common Stock.
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In the event the Corporation at any time or from time to time after the Base
Date effects a subdivision or combination of its outstanding Common Stock into a
greater or lesser number of shares without a proportionate and corresponding
subdivision or combination of the outstanding Series 1996 Preferred Stock, then
and in each such event the Conversion Price shall be decreased or increased
proportionately.
(iv) Adjustments for Dividends, Distributions and Convertible
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Securities. In the event the Corporation at any time or from time to time after
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the Base Date 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 or Convertible Securities without
payment of any consideration by such holder of such shares of Common Stock,
without a proportionate and corresponding dividend or other distribution to
holders of the Series 1996 Preferred Stock, then and in each such event the
maximum number of shares (as set forth in the instrument relating thereto
without regard to any provisions contained therein for subsequent adjustment of
such number) of Common Stock issuable in payment of such dividend or
distribution or upon conversion or exercise of such Convertible Securities shall
be deemed, for purposes of this subparagraph (e)(iv), to be issued and
outstanding 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. In each
such event the then applicable Conversion Price shall be decreased 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, by multiplying the then
applicable Conversion Price by a fraction,
(A) the numerator of which shall be the total number of shares
of Common Stock issued and outstanding or deemed pursuant to the
terms hereof to be issued and outstanding immediately prior to
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the time of such issuance or the close of business on such record
date; and
(B) the denominator of which shall be (x) the total number of
shares of Common Stock issued and outstanding or deemed pursuant to
the terms hereof to be issued and outstanding immediately prior to
the time of such issuance or the close of business on such record
date, plus (y) the number of shares of Common Stock issuable in
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payment of such dividend or distribution or upon conversion or
exercise of such Convertible Securities;
and provided, however, (i) if such record date shall have been fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the Conversion Price shall be recomputed accordingly as of the
close of business on such record date and thereafter the Conversion Price shall
be adjusted pursuant to this subparagraph (e)(iv) as of the time of actual
payment of such dividends or distributions; or (ii) if such Convertible
Securities provide, with the passage of time or otherwise, for any decrease or
increase in the number of shares of Common Stock issuable upon conversion or
exercise thereof (or upon the occurrence of a record date with respect thereto),
the Conversion Price computed upon the original issue thereof (or upon the
occurrence of a record date with respect thereto), and any subsequent
adjustments based thereon, shall, upon any such decrease or increase becoming
effective, be recomputed to reflect such decrease or increase insofar as it
affects the rights of conversion or exercise of the Convertible Securities then
outstanding; or (iii) upon the expiration of any rights of conversion or
exercise under any unexercised Convertible Securities, the Conversion Price
computed upon the original issue thereof (or upon the occurrence of a record
date with respect thereto), and any subsequent adjustments based thereon, shall,
upon such expiration, be recomputed as if the only additional shares of Common
Stock issued were the shares of such stock, if any, actually issued upon the
conversion or exercise of such Convertible Securities; or (iv) in the event of
issuance of Convertible Securities which expire by their terms not more than
sixty (60) days after the date of issuance thereof, no adjustments of the
Conversion Price shall be made until the expiration or exercise of all such
Convertible Securities, whereupon such adjustment shall be made in the manner
provided in this subparagraph (e)(iv).
(v) Adjustment of Conversion Price for Diluting Issues.
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(A) If at any time or from time to time after the Base Date, the
Corporation issues or sells, or is deemed by the provisions of this
subparagraph (e)(v) to have issued or sold Additional Shares of Common
Stock, for an Effective Price less than the Conversion Price for the
Series 1996 Preferred Stock in effect on the date of and immediately
prior to such issue, or the Corporation issues or sells, or is deemed
by the provisions of this subparagraph (e)(v) to have issued or sold
Additional Shares of Common Stock, for an Effective Price less than
the Market Price in effect on the date of and immediately prior to
such issue, then and in each such case the then existing Conversion
Price for the Series 1996 Preferred Stock shall be reduced, as of the
opening of business of the date of such issue or sale, to the lower of
the prices determined as follows:
(1) by multiplying the Conversion Price for the Series 1996
Preferred Stock in effect immediately prior to the time of such
issue or sale by a fraction (a) the numerator of which shall be
the sum of (i) the number of shares of Common Stock Outstanding
immediately prior to such issue or sale plus (ii) the number of
shares of Common Stock which the aggregate consideration received
(or by the provisions hereof deemed to have been received) by the
Corporation for the total number of Additional Shares of Common
Stock so issued or sold would purchase at such Conversion Price
for the Series 1996 Preferred Stock and (b) the denominator of
which shall be the number of shares of Common Stock Outstanding
at the close of business on the date of such issue or sale after
giving effect to such issue or sale of Additional Shares of
Common Stock; and
(2) by multiplying the Conversion Price for the Series 1996
Preferred Stock in effect immediately prior to the time of such
issue or sale by a fraction (a) the numerator of which shall be
the sum of (i) the number of shares of Common Stock Outstanding
immediately prior to such issue or sale multiplied by the Market
Price immediately prior to such issue or sale plus (ii) the
aggregate consideration received (or by the
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provisions hereof deemed to have been received) by the
Corporation for the total number of Additional Shares of Common
Stock so issued or sold, and (b) the denominator of which shall
be the product of (iii) the number of shares of Common Stock
Outstanding at the close of business on the date of such issue or
sale after giving effect to such issue or sale of Additional
Shares of Common Stock, multiplied by (iv) the Market Price
immediately prior to such issue or sale.
(B) For the purpose of making any adjustment required under this
subparagraph (e)(v), the consideration received by the Corporation for
any issue or sale of securities shall (1) to the extent it consists of
cash be computed at the amount of cash received by the Corporation
prior to deduction of any expenses payable by the Corporation and any
underwriting or similar commissions, compensation or concessions paid
or allowed by the Corporation in connection with such issue or sale,
(2) to the extent it consists of property other than cash, be computed
at the fair value of that property as determined in good faith by the
Board of Directors and (3) if Additional Shares of Common Stock,
Convertible Securities or Options to purchase either Additional Shares
of Common Stock or Convertible Securities are issued or sold together
with other stock or securities or other assets of the Corporation for
a consideration which covers both, be computed (as provided in clauses
(1) and (2) above) as the portion of the consideration so received
that may be reasonably determined in good faith by the Board of
Directors to be allocable to such Additional Shares of Common Stock,
Convertible Securities or Options.
(C) For the purpose of the adjustment required under this
subparagraph (e)(v), if at any time or from time to time after the
Base Date for the Series 1996 Preferred Stock, the Corporation issues
or sells any Options or Convertible Securities (other than Options
specified in the definition of "Additional Shares of Common Stock"),
then in each case the Corporation shall be deemed to have issued or
sold at the time of the issuance or sale of such Options or
Convertible Securities the maximum number of Additional Shares of
Common Stock (as set forth in
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the instruments relating thereto, giving effect to any provision
contained therein for a subsequent upward adjustment of such number)
issuable upon exercise or conversion thereof and to have received as
consideration for the issuance or sale of such shares an amount equal
to the total amount of the consideration, if any, received by the
Corporation for the issuance or sale of such Options or Convertible
Securities plus, in the case of such Options, the minimum amounts of
consideration, if any (as set forth in the instruments relating
thereto, giving effect to any provision contained therein for a
subsequent downward adjustment of such consideration), payable to the
Corporation upon the exercise of such Options and, in the case of
Convertible Securities, the minimum amounts of consideration, if any,
payable to the Corporation (other than by cancellation of liabilities
or obligations evidenced by such Convertible Securities). No further
adjustment of the Conversion Price for the Series 1996 Preferred
Stock, adjusted upon the issuance or sale of such Options or
Convertible Securities, shall be made as a result of the actual
issuance or sale of Additional Shares of Common Stock on the exercise
of any such Options or the conversion of any such Convertible
Securities. If any such Options or the conversion privilege
represented by any such Convertible Securities shall expire without
having been exercised and fewer than the maximum number of Additional
Shares of Common Stock deemed issued thereunder upon issuance thereof
shall have actually been issued thereunder, or more than the minimum
consideration deemed to have been received by the Corporation upon
issuance thereof shall have been actually received by the Corporation,
then the Conversion Price for the Series 1996 Preferred Stock adjusted
upon the issuance of such Options or Convertible Securities shall be
readjusted to the Conversion Price for the Series 1996 Preferred Stock
which would have been in effect had an adjustment been made on the
basis that the only Additional Shares of Common Stock so issued were
the Additional Shares of Common Stock, if any, actually issued or sold
on the exercise of such Options or rights of conversion of such
Convertible Securities, and such Additional Shares of Common Stock, if
any, were issued or sold for the consideration actually received by
the Corporation upon such exercise, plus the
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consideration, if any, actually received by the Corporation for the
granting of all such Options, whether or not exercised, plus the
consideration received for issuing or selling the Convertible
Securities actually converted plus the consideration, if any, actually
received by the Corporation (other than by cancellation of liabilities
or obligations evidenced by such Convertible Securities) on the
conversion of such Convertible Securities.
(D) Except as expressly provided herein, no adjustment in the
Conversion Price of any share of the Series 1996 Preferred Stock shall
be made in respect of the issue of Additional Shares of Common Stock
unless the consideration per share for such Additional Shares of
Common Stock issued or sold or deemed to be issued or sold by the
Corporation is less than the Conversion Price for such share of the
Series 1996 Preferred Stock or Market Price, in each case in effect on
the date of, and immediately prior to, such issue or sale.
(vi) Reorganizations, Mergers, Consolidations, or Sales of Assets. If
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at any time or from time to time there shall be a capital reorganization of the
Common Stock (other than a subdivision, combination, reclassification, or
exchange of shares provided for elsewhere in this paragraph (e)) or a merger or
consolidation of the Corporation with or into another corporation, or the sale
of all or substantially all of the Corporation's properties and assets to any
other person which is effected so that holders of Common Stock are entitled to
receive (either directly or upon subsequent liquidation) stock, securities or
assets with respect to or in exchange for Common Stock, then, as a part of such
reorganization, merger, consolidation, or sale, provision shall be made so that
the holders of the Series 1996 Preferred Stock shall thereafter be entitled to
receive upon conversion of the Series 1996 Preferred Stock, the number of shares
of stock, securities or assets of the Corporation, of the successor corporation
resulting from such merger or consolidation or sale, or of any other corporation
as a result of such merger or consolidation or sale, to which a holder of Common
Stock deliverable upon conversion would have been entitled on such capital
reorganization, merger, consolidation, or sale. In any such case, appropriate
adjustment shall be made in the application of the provisions of this paragraph
(e) with respect to the rights of the holders of the Series 1996 Preferred Stock
after the reorganization, merger, consolidation, or sale to the end that the
provisions of
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this paragraph (e) (including adjustment of the Conversion Price then in effect
and the number of shares purchasable upon conversion of the Series 1996
Preferred Stock) shall be applicable after that event as nearly equivalent as
may be practicable.
(vii) No Adjustment. No adjustment to the Conversion Price shall be
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made if such adjustment would result in a change in the Conversion Price of less
than $.01. Any adjustment of less than $.01 which is not made shall be carried
forward and shall be made at the time of and together with any subsequent
adjustment which, on a cumulative basis, amounts to an adjustment of $.01 or
more in the Conversion Price.
(viii) Certificate as to Adjustments. Upon the occurrence of each
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adjustment or readjustment of the Conversion Price pursuant to this paragraph
(e), the Corporation at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and cause independent public
accountants selected by the Corporation to verify such computation and prepare
and furnish to each holder of the Series 1996 Preferred Stock a certificate
setting forth such adjustment or readjustment and showing in reasonable detail
the facts upon which such adjustment or readjustment is based. The Corporation
shall, upon the written request at any time of any holder of the Series 1996
Preferred Stock, furnish or cause to be furnished to such holder a like
certificate setting forth (i) such adjustments and readjustments, (ii) the
Conversion Price at that time in effect, and (iii) the number of shares of
Common Stock and the amount, if any, of other property which at that time would
be received upon the conversion of the Series 1996 Preferred Stock.
(ix) Notices of Record Date. In the event of any taking by the
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Corporation of a record of the holders of any class of securities other than the
Series 1996 Preferred Stock for the purpose of determining the holders thereof
who are entitled to receive any dividend or other distribution, any Convertible
Securities or any right to subscribe for, purchase or otherwise acquire any
shares of stock of any class or any other securities or property, or to receive
any other right, the Corporation shall mail to each holder of the Series 1996
Preferred Stock at least twenty (20) days prior to the date specified therein, a
notice specifying the date on which any such record is to be taken for the
purpose of such dividend, distribution or rights, and the amount and character
of such dividend, distribution or rights.
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(x) Reservation of Stock Issuable Upon Conversion. The Corporation
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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 the Series 1996 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 the Series 1996 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 then outstanding shares of the Series 1996
Preferred Stock, the Corporation will take such corporate action as may, in the
opinion of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purpose.
(f) Protective Provisions. In addition to any other rights
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provided by law, so long as any Series 1996 Preferred Stock shall be
outstanding, the Corporation shall not, without first obtaining the affirmative
vote or written consent of the holders of not less than 66-2/3% of such
outstanding shares of the Series 1996 Preferred Stock, amend or repeal any
provision of, or add any provision to, the Corporation's Certificate of
Incorporation or Bylaws, as amended, or file any certificate of designations,
preferences and rights of any series of Preferred Stock, par value $0.01 per
share, of the Corporation, if such action would alter or change the preferences,
rights, privileges or powers of, or the restrictions provided for the benefit
of, any Series 1996 Preferred Stock. Nothing herein shall be deemed to restrict
the Board of Directors from amending the terms hereof prior to the issuance of
any Series 1996 Preferred Stock.
(g) Notices. Any notice required by the provisions hereof to be
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given to the holders of shares of the Series 1996 Preferred Stock shall be
deemed given if deposited in the United States Postal Service, postage prepaid,
and addressed to each holder of record at his address appearing on the books of
the Corporation. For so long as Paul J. Ramsay or any entity controlled by him
shall be the beneficial owner of any shares of the Series 1996 Preferred Stock,
a copy of any such notice shall also be given to Haythe & Curley, 237 Park
Avenue, New York, New York 10017, Attention: Thomas M. Haythe, Esq.
The designation was authorized by resolution duly adopted by the Board
of Directors of the Corporation at a meeting thereof duly called and held on
August 13, 1996, at which a quorum was present and acting throughout.
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IN WITNESS WHEREOF, the Corporation has caused its corporate seal to
be hereunder affixed and this Certificate of Designations to be signed by
Remberto Cibran, its President and Chief Operating Officer on the 5th day of
September, 1996.
___________________________
Remberto Cibran
President and
Chief Operating Officer