EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION OF
AMERICAN ELECTROMEDICS CORP.
(Pursuant to Sections 242, 211 and 212 of the
General Corporation Law of Delaware)
***
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: That the Board of Directors of the Corporation
at a special meeting thereof held on August 12, 1996, duly
adopted resolutions setting forth a proposed amendment (the
"Amendment") to the Certificate of Incorporation of the
Corporation, declaring the Amendment to be advisable and
directing that the Amendment be considered for approval by the
stockholders of the Corporation at the next annual meeting of
stockholders held pursuant to Section 211 of the General
Corporation Law of the State of Delaware, and stating that the
Amendment will be effective only after the adoption thereof by a
majority of the issued and outstanding shares of Common Stock of
the Corporation entitled to vote and upon a determination by the
Board that it is in the best interests of the Corporation and the
stockholders and upon the filing thereof by the Corporation with
the Secretary of State of the State of Delaware.
SECOND: That, at the Annual Meeting of Stockholders
held on October 8, 1996, the Amendment was submitted for
consideration to the stockholders of the Corporation and
stockholders holding a majority of the issued and outstanding
stock of the Corporation entitled to vote voted for the adoption
of the Amendment.
THIRD: That, thereafter, the Board of Directors of
the Corporation at a special meeting thereof held on October 29,
1996 determined that the Amendment was in the best interests of
the Corporation and the stockholders and adopted a resolution to
amend the Certificate of Incorporation in accordance with Section
242 of the Delaware General Corporation Law as follows:
RESOLVED, that, prior to the Company's next Annual Meeting of
Stockholders, on the condition that no other amendment to the
Company's Certificate of Incorporation shall have been filed
subsequent to October 8, 1996 effecting a reverse stock split of
the Common Stock, Article 4 of the Company's Certificate of
Incorporation be amended by addition of the following provision:
Simultaneously with the effective date of this amendment
(the "Effective Date"), each share of the Company's Common
Stock, par value $.10 per share, issued and outstanding
immediately prior to the Effective Date (the "Old Common
Stock") shall automatically and without any action on the
part of the holder thereof be reclassified as and changed,
pursuant to a reverse stock split, into a fraction thereof
equal to one-fifth (1/5) of a share of the Company's
outstanding Common Stock, par value $.10 per share (the "New
Common Stock"), subject to the treatment of fractional share
interests as described below. Each holder of a certificate
or certificates which immediately prior to the Effective
Date represented outstanding shares of Old Common Stock (the
"Old Certificates"), whether one or more, shall be entitled
to receive upon surrender of such Old Certificates to the
Company's Transfer Agent for cancellation, a certificate or
certificates (the "New Certificates"), whether one or more,
representing the number of whole shares of the New Common
Stock into which and for which the shares of the Old Common
Stock formerly represented by such Old Certificates so
surrendered, are reclassified under the terms hereof. From
and after the Effective Date, Old Certificates shall
represent only the right to receive New Certificates
pursuant to the provisions hereof. No certificates or scrip
representing fractional share interests in New Common Stock
will be issued, and no such fractional share interest will
entitle the holder thereof to vote, or to any rights of a
stockholder of the Company. Any fraction of a share of New
Common Stock to which the holder would otherwise be entitled
will be adjusted upward or downward to the nearest whole
share. If more than one Old Certificate shall be
surrendered at one time for the account of the same
stockholder, the number of full shares of New Common Stock
for which New Certificates shall be issued shall be computed
on the basis of the aggregate number of shares represented
by the Old Certificates so surrendered. In the event that
the Company's Transfer Agent determines that a holder of Old
Certificates has not tendered all his certificates for
exchange, the Transfer Agent shall carry forward any
fractional share until all certificates of that holder have
been presented for exchange such that payment for fractional
shares to any one person shall not exceed the value of one
share. If any New Certificate is to be issued in a name
other than that in which the Old Certificates surrendered
for exchange are issued, the Old Certificates so surrendered
shall be properly endorsed and otherwise in proper form for
transfer, and the person or persons requesting such exchange
shall affix any requisite stock transfer tax stamps to the
Old Certificates surrendered, or provide funds for their
purchase, or establish to the satisfaction of the Transfer
Agent that such taxes are not payable. From and after the
Effective Date the amount of capital represented by the
shares of the New Common Stock into which and for which the
shares of the Old Common Stock are reclassified under the
terms hereof shall be the same as the amount of capital
represented by the shares of Old Common Stock so
reclassified, until thereafter reduced or increased in
accordance with applicable law.
FOURTH: That the Amendment was duly adopted the
affirmative vote of a majority of the issued and outstanding
stock entitled to vote, in accordance with the provisions of
Sections 211 and 212 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, the undersigned has caused this
Certificate to be signed by Michael T. Pieniazek, Secretary, this
31st day of October, 1996.
AMERICAN ELECTROMEDICS CORP.
By:/s/ Michael T. Pieniazek
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Michael T. Pieniazek
Chief Financial Officer
and Secretary