EXHIBIT 10.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
AMERICAN ELECTROMEDICS CORP.
AMERICAN ELECTROMEDICS CORP, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: The Board of Directors of the Corporation duly adopted
resolutions at a special meeting of the Board of Directors held in
accordance with Section 141 of the General Corporation Law of the State
of Delaware (the "DGCL"), setting forth proposed amendments (the
"Amendments") to the Certificate of Incorporation of the Corporation,
declaring the Amendments to be advisable and calling for submission of
the Amendment to the stockholders of the Corporation pursuant to
Section 242 of the DGCL, and stating that the Amendments would be
effective only after approval thereof by the holders of a majority of
the outstanding shares of stock of the Corporation entitled to vote
thereon.
SECOND: The Certificate of Incorporation of the
Corporation is hereby amended by amending Article FIRST of the
Certificate of Incorporation to read as follows:
"FIRST: The name of the corporation is Equidyne
Corporation (the "Corporation")."
THIRD: The Certificate of Incorporation of the
Corporation is hereby amended by: (i) amending the first sentence of
Article FOURTH of the Certificate of Incorporation to read as follows:
"A. Authorized Shares. The total number of shares of
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stock which the Corporation shall have authority to
issue is Thirty-Six Million (36,000,000), of which
Thirty-Five Million (35,000,000) shall be common
stock, $0.10 par value (the "Common Stock"), and One
Million (1,000,000) shall be preferred stock, $.01
par value (the "Preferred Stock")";
(ii) inserting a new subheading before the first word of the second
paragraph of Article FOURTH of the Certificate of Incorporation to read
as follows:
"B. Provisions relating to Preferred Stock."; and
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(iii) inserting a new subsection after subsection B of Article FOURTH
of the Certificate of Incorporation to read as follows:
"C. Provisions relating to Common Stock.
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(i) Subject to the preferential dividend rights
applicable to shares of the Preferred Stock, as
determined by the Board of Directors of the
Corporation pursuant to the provisions of part B of
this Article FOURTH, the holders of shares of the
Common Stock shall be entitled to receive such
dividends as may be declared by the Board of
Directors of the Corporation.
(ii) Subject to the preferential liquidation rights
and except as determined by the Board of Directors of
the Corporation pursuant to the provisions of part B
of this Article FOURTH, in the event of any voluntary
or involuntary liquidation, dissolution or winding up
of, or any distribution of the assets of, the
Corporation, the holders of shares of the Common
Stock shall be entitled to receive all of the assets
of the Corporation available for distribution to its
stockholders ratably in proportion to the number of
shares of Common Stock held by them.
(iii) Except as otherwise determined by the Board of
Directors of the Corporation pursuant to the
provisions of part B of this Article Fourth, the
holders of shares of the Common Stock shall be
entitled to vote on all matters at all meetings of
the stockholders of the Corporation, and shall be
entitled to one vote for each share of the Common
Stock entitled to vote at such meeting, voting
together with the holders of the Preferred Stock who
are entitled to vote, and not as a separate class."
FOURTH: The Amendments have been duly adopted by the
stockholders of the Corporation, at an annual meeting of stockholders
of the Corporation held on December 29, 1999 in accordance with Section
211 of the DGCL.
FIFTH: The Amendments were duly adopted in accordance with
the applicable provisions of Sections 242 and 141 of the DGCL.
IN WITNESS WHEREOF, American Electromedics Corp. has caused
this Certificate to be signed by its President as of the 29th day of December,
1999.
/s/ Michael T. Pieniazek
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By: Michael T. Pieniazek
Title: President
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