CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
AMERICAN ELECTROMEDICS CORP.
(PURSUANT TO SECTION 242 OF THE
DELAWARE GENERAL CORPORATION LAW)
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 a proposed amendment (the "Amendment") to the
Certificate of Incorporation of the Corporation, declaring
the Amendment to be advisable and calling for submission of
the Amendment to the stockholders of the Corporation
pursuant to Section 242(b)(1) 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 adding to the end of
Article 4 the following language:
"Shares of Preferred Stock may be issued from time to
time in series, and the Board of Directors of the Corporation is
hereby authorized, subject to the limitations provided by law, to
establish and designate one or more series of the Preferred
Stock, to fix the number of shares constituting each series, and
to fix the designations, powers, preferences and relative,
participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, of each
series and the variations and the relative rights, preferences
and limitations as between series, and to increase and to
decrease the number of shares constituting each series. The
authority of the Board of Directors of the Corporation with
respect to each series shall include, but shall not be limited
to, the authority to determine the following:
1. The designation of such series.
2. The number of shares initially constituting
such series.
3. The increase, and the decrease to a number
not less than the number of the outstanding shares of such
series, of the number of shares constituting such series
theretofore fixed.
4. The rate or rates, and the conditions upon
and the times at which dividends on the shares of such series
shall be paid, the preference or relation which such dividends
shall bear to the dividends payable on any other class or classes
or on any other series of stock of the Corporation, and whether
or not such dividends shall be cumulative, and, if such dividends
shall be cumulative, the date or dates from and after which they
shall accumulate.
5. Whether or not the shares of such series
shall be redeemable, and, if such shares shall be redeemable, the
terms and conditions of such redemption, including, but not
limited to, the date or dates upon or after which such shares
shall be redeemable and the amount per share which shall be
payable upon such redemption, which amount may vary under
different conditions and at different redemption dates.
6. The rights to which the holders of the
shares of such series shall be entitled upon the voluntary or
involuntary liquidation, dissolution or winding up of, or upon
any distribution of the assets of, the Corporation, which rights
may be different in the case of a voluntary liquidation,
dissolution or winding up than in the case of such an involuntary
event.
7. Whether or not the shares of such series
shall have voting rights, in addition to the voting rights
provided by law, and, if such shares shall have such voting
rights, the terms and conditions thereof, including, but not
limited to, the right of the holders of such shares to vote as a
separate class either alone or with the holders of shares of one
or more other series of Preferred Stock and the right to have
more than one vote per share.
8. Whether or not a sinking fund or a purchase
fund shall be provided for the redemption or purchase of the
shares of such series, and, if such a sinking fund or purchase
fund shall be provided, the terms and conditions thereof.
9. Whether or not the shares of such series
shall be convertible into, or exchangeable for, shares of any
other class or classes or any other series of the same or any
other class or classes of stock of the corporation, and, if
provision be made for conversion or exchange, the terms and
conditions of conversion or exchange, including, but not limited
to, any provision for the adjustment of the conversion or
exchange rate or the conversion or exchange price.
10. Any other relative rights, preferences and
limitations."
THIRD: The Amendment has been duly adopted by the
stockholders of the Corporation, at an annual meeting of
stockholders of the Corporation held on April 25, 1990 in
accordance with Section 211 of the DGCL.
FOURTH: The Amendment was duly adopted in
accordance with the applicable provisions of Sections 242
and 141 of the General Corporation Law of the DGCL.
IN WITNESS WHEREOF, American Electromedics Corp
has caused this Certificate to be signed by its President as of
the 4th day of May, 1998.
/s/ Michael T. Pieniazek
------------------------
Michael T. Pieniazek
President