Exhibit 3
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION OF
SCOLR, INC.
SCOLR, Inc., a Delaware corporation (the "Corporation"), hereby certifies that:
1. The Corporation's Board of Directors has duly adopted the following
resolutions setting forth the proposed amendments to the Corporation's
Certificate of Incorporation (the "Certificate"):
RESOLVED, that Article One is hereby amended and restated in its entirety
to read as follows:
"FIRST: The name of the Corporation is SCOLR Pharma, Inc."
RESOLVED, that Article Fourth of the Certificate is hereby amended and
restated in its entirety to read as follows:
"FOURTH: The total number of shares of all classes of stock which the
Corporation will have authority to issue is One Hundred Five Million
(105,000,000) consisting of:
1. Five Million (5,000,000) shares of Preferred Stock, par value
$.01 per share (the "Preferred Stock"); and
2. One Hundred Million (100,000,000) shares of Common Stock, par
value $.001 per share (the "Common Stock)."
The Preferred Stock and the Common Stock may be issued in such classes or
series, and may have such voting powers, full or limited, or no voting
powers, and such designations, preferences and relative, participating,
optional or other special rights, and qualifications, or restrictions
thereof, as shall be stated and expressed in the Certificate of
Incorporation or of any amendment thereto, or in the resolution or
resolutions providing for the issue of such stock adopted by the Board of
Directors pursuant to the authority which is expressly vested in it by the
provisions hereof. Any of the voting powers, designations, preferences,
rights and qualifications, limitations or restrictions of any such class
or series of stock may be made dependent upon facts ascertainable outside
the Certificate of Incorporation or of any amendment thereto, or outside
the resolution or resolutions providing for the issue of such stock
adopted by the Board of Directors pursuant to the authority which is
expressly vested in it by the provisions hereof, provided that the manner
in which such facts shall operate upon the voting powers, designations,
preferences, rights and qualifications, limitations or restrictions of
such class or series of stock is clearly and expressly set forth in this
Certificate of Incorporation or in the resolution or resolutions providing
for the issue of such stock adopted by the Board of Directors.
Notwithstanding the foregoing, each share of Common Stock shall be
entitled to one vote on all matters requiring approval by the holders of
the Corporation's Common Stock. Fully paid stock of this Corporation shall
not be liable to any further call or assessment. All shares of stock shall
be voted together on all matters except those pertaining to the rights of
particular classes of stock. The rights of any class of stock may not be
changed without the consent of a majority of the shares entitled to vote
on such change.
3. The foregoing amendments to the Certificate have been duly approved by
the Corporation's Board of Directors.
4. The foregoing amendments to the Certificate has been duly approved by
the stockholders of the Corporation in accordance with Sections 242 of the
Delaware General Corporation Law. The vote required under the Delaware General
Corporation Law and the Restated Certificate was at least a majority of the
issued and outstanding shares.
5. The foregoing amendments to the Certificate shall become effective as
of 12:01 a.m. (Eastern Daylight Time) on the 31st day of July 2004.
The undersigned further declares that, under penalty of perjury under the
laws of the State of Delaware, the matters set forth in this Certificate of
Amendment are true of his own knowledge.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its Chief Executive Officer this 8th day of July,
2004.
SCOLR, INC.
By: /s/ Daniel O. Wilds
----------------------
Daniel O. Wilds, President and
Chief Executive Officer
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
NUTRACEUTIX, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation")
is Nutraceutix, Inc.
2. The Certificate of Incorporation of the Corporation is hereby
amended by striking out Articles One and Four and substituting in lieu thereof
the following new Articles:
FIRST: The name of the Corporation is SCOLR, Inc.
FOURTH: The Corporation shall have authority to issue in the aggregate
55,000,000 shares of stock. Such shares shall be divided into two
classes as follows:
a. 50,000,000 shares of Common Stock with a par value of $.001.
b. 5,000,000 shares of Preferred Stock with a par value of $.01.
The Preferred Stock and the Common Stock may be issued in such classes
or series, and may have such voting powers, full or limited, or no
voting powers, and such designations, preferences and relative,
participating, optional or other special rights, and qualifications, or
restrictions thereof, as shall be stated and expressed in the
Certificate of Incorporation or of any amendment thereto, or in the
resolution or resolutions providing for the issue of such stock adopted
by the Board of Directors pursuant to the authority which is expressly
vested in it by the provisions hereof. Any of the voting powers,
designations, preferences, rights and qualifications, limitations or
restrictions of any such class or series of stock may be made dependent
upon facts ascertainable outside the Certificate of Incorporation or of
any amendment thereto, or outside the resolution or resolutions
providing for the issue of such stock adopted by the Board of Directors
pursuant to the authority which is expressly vested in it by the
provisions hereof, provided that the manner in which such facts shall
operate upon the voting powers, designations, preferences, rights and
qualifications, limitations or restrictions of such class or series of
stock is clearly and expressly set forth in this Certificate of
Incorporation or in the resolution or resolutions providing for the
issue of such stock adopted by the Board of Directors. Notwithstanding
the foregoing, each share of Common Stock shall be entitled to one vote
on all matters requiring approval by the holders of the Corporation's
Common Stock. Fully paid stock of this Corporation shall not be liable
to any further call or assessment. All shares of stock shall be voted
together on all
matters except those pertaining to the rights of particular classes of
stock. The rights of any class of stock may not be changed without the
consent of a majority of the shares entitled to vote on such a change.
3. The amendments of the Certificate of Incorporation herein certified
have been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
Signed on this 11th day of July, 2002.
Nutraceutix, Inc.
----------------------------------------
By: David T. Howard
Its: President
2
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
CADDY SYSTEMS INC.
UNDER SECTION 242 OF THE
CORPORATION LAW OF THE STATE OF DELAWARE
CADDY SYSTEMS INC. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said Corporation, by written consent
filed with the minutes of the Board, adopted the following resolutions proposing
and declaring advisable the following amendments to the Certificate of
Incorporation of said Corporation:
1. That Article FIRST of the Certificate of Incorporation be amended and,
as amended, read as follows:
FIRST: The name of the Corporation is NUTRACEUTIX, INC.
2. That a reverse stock split of the Corporation's outstanding common
stock be effected on a one to five basis such that each five shares of the
Corporation's 8,703,440 shares of common stock outstanding be converted into one
share of the Corporation's common stock and that Article FOURTH of the
Certificate of Incorporation be amended and, as amended, read as follows:
FOURTH: The Corporation shall be authorized to issue the following
shares:
<Table>
<Caption>
CLASS Number of Shares Par Value
---------- ---------------- ---------
Common 30,000,000 $.001
Preferred 5,000,000 $.01
</Table>
The Preferred Stock and the Common Stock may be issued in such classes
or series, and may have such voting powers, full or limited, or no voting
powers, and such designations, preferences and relative, participating,
optional or other special rights, and qualifications, or restrictions
thereof, as shall be stated and expressed in the Certificate of
Incorporation or of any amendment thereto, or in the resolution or
resolutions providing for the issue of such stock adopted
-1-
by the Board of Directors pursuant to the authority which is expressly
vested in it by the provisions hereof. Any of the voting powers,
designations, preferences, rights and qualifications, limitations or
restrictions of any such class or series of stock may be made dependent
upon facts ascertainable outside the Certificate or Incorporation or of any
amendment thereto, or outside the resolution or resolutions providing for
the issue of such stock adopted by the Board of Directors pursuant to the
authority which is expressly vested in it by the provisions hereof,
provided that the manner in which such facts shall operate upon the voting
powers, designations, preferences, rights and qualifications, limitations
or restrictions of such class or series of stock is clearly and expressly
set forth in this Certificate of Incorporation or in the resolution of
resolutions providing for the issue of such stock adopted by the Board of
Directors. Notwithstanding the foregoing, each share of Common Stock shall
be entitled to one vote on all matters requiring approval by the holders of
the Corporation's Common Stock. Fully paid stock of this Corporation shall
not be liable to any further call or assessment. All shares of stock shall
be voted together on all matters except those pertaining to the rights of
particular classes of stock. The rights of any class of stock may not be
changed without the consent of a majority of the shares entitled to vote on
such a change.
3. That two new articles article EIGHTH and Article NINTH respectively,
be added to the Certificate of Incorporation and, as amended, read as follows:
EIGHTH: The Corporation elects not to be governed by Section 203 of
the General Corporation Law of Delaware.
NINTH: The Corporation shall indemnify all persons whom it may agree
to indemnify to the fullest extent allowed by the General Corporation Law
of Delaware.
SECOND: That the aforesaid amendments were duly adopted by the
Corporation's shareholders in accordance with the applicable provisions of
Section 242 of the General Corporation Law of the State of Delaware.
THIRD: Prompt notice of the taking of this corporate action is being given
to all stockholders who did not consent in writing, in accordance with Section
228 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Morris Diamond, its President, and
-2-
attested by Shirley Diamond, its Secretary, this 30 day of March, 1995.
CADDY SYSTEMS INC.
By /s/ MORRIS DIAMOND
------------------------------------
Morris Diamond, President
ATTEST:
By /s/ SHIRLEY DIAMOND
------------------------------------
Shirley Diamond, Secretary
-3-
CERTIFICATE OF INCORPORATION
OF
CADDY SYSTEMS INC.
FIRST: The name of this corporation is Caddy Systems Inc.
SECOND: Its registered office in the state of Delaware is to be located at Three
Christina Centre, 201 N. Walnut Street, Wilmington DE 19801, New Castle County.
The registered agent in charge thereof is The Company Corporation, address "same
as above".
THIRD: The nature of the business and, the objects and purposes proposed to be
transacted, promoted and carried on, are to do any or all the things herein
mentioned as fully and to the same extent as natural persons might or could do,
and in any part of the world, viz:
The purpose of the corporation is to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of
Delaware.
FOURTH: The amount of the total authorized capital stock of this corporation is
divided into 20,000,000 shares of stock at $.001 par value.
FIFTH: The name and mailing address of the incorporator is as follows:
Vanessa Foster, Three Christina Centre, 201 N. Walnut Street;
Wilmington DE 19801
SIXTH: The Directors shall have power to make and to alter or amend the By-Laws;
to fix the amount to be reserved as working capital, and to authorize and cause
to be executed, mortgages and liens without limit as to the amount, upon the
property and franchise of the Corporation.
With the consent in writing, and pursuant to a vote of the holders of a majority
of the capital stock issued and outstanding, the Directors shall have the
authority to dispose, in any manner, of the whole property of this corporation.
The By-Laws shall determine whether and to what extent the accounts and books of
this corporation, or any of them shall be open to the inspection of the
stockholders; and no stockholder shall have any right of inspecting any account,
or book or document of this Corporation, except as conferred by the law or the
By-Laws, or by the resolution of the stockholders.
The stockholders and directors shall have power to hold their meetings and keep
the books, documents, and papers of the Corporation outside of the State of
Delaware, at such places as may be from time to time designated by the By-Laws
or by resolution of the stockholders or directors, except as otherwise required
by the laws of Delaware.
It is the intention that the objects, purposes and powers specified in the Third
paragraph hereof shall, except where otherwise specified in said paragraph, be
nowise limited or restricted by reference to or inference from the terms of any
other clause or paragraph in this certificate of incorporation, that the
objects, purposes and powers specified in the Third paragraph and in each of the
clauses or paragraphs of this charter shall be regarded as independent objects,
purposes and powers.
SEVENTH: Directors of the corporation shall not be liable to either the
corporation or its stockholders for monetary damages for a breach of fiduciary
duties unless the breach involves: (1) a director's duty of loyalty to the
corporation or its stockholders; (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (3)
liability for unlawful payments of dividends or unlawful stock purchase or
redemption by the corporation; or (4) a transaction from which the director
derived an improper personal benefit.
I, THE UNDERSIGNED, for the purpose of forming a Corporation under the laws of
the State of Delaware, do make, file and record this Certificate and do certify
that the facts herein are true; and I have accordingly hereunto set my hand.
DATED: October 12, 1994 /s/ [SIGNATURE ILLEGIBLE]
-------------------------------