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Exhibit 3.01
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
UNICAPITAL CORPORATION
UniCapital Corporation, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), does hereby certify:
FIRST: That the amendment to the Corporation's Certificate of
Incorporation set forth in the following resolution was adopted by unanimous
written consent of the Board of Directors of the Corporation on March 23, 1998:
RESOLVED, that the Board of Directors hereby declares it advisable and
in the best interests of the Corporation to amend the Certificate of
Incorporation of the Corporation, as amended, to: (i) increase the
authorized shares of Common Stock, par value $.001 per share, from
100,000,000 to 200,000,000; and (ii) increase the authorized and
undesignated shares of Preferred Stock, par value $.001 per share, from
10,000,000 to 20,000,000 (such amendment of the Corporation's
Certificate of Incorporation, as heretofore amended, being referred to
herein as the "Charter Amendment"); and
FURTHER RESOLVED, that in order to effect the purposes and intent of
the foregoing resolution, the Charter Amendment shall delete in its
entirety Article IV of the Certificate of Incorporation, as heretofore
amended, and substitute therefor the following provisions so that said
Article IV shall be amended to read in its entirety as set forth below:
ARTICLE IV
CAPITAL STOCK
The total number of shares of stock, which the Corporation
shall have authority to issue is Two Hundred Twenty Million
(220,000,000) shares, which shall be divided into two classes as
follows:
A. Two Hundred Million (200,000,000) shares of Common Stock,
the par value of each of which shares is One-Tenth Cent ($.001),
amounting in the aggregate to Two Hundred Thousand Dollars
($200,000.00); and
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B. Twenty Million (20,000,000) shares of Preferred Stock, the
par value of each of which shares is One-Tenth Cent ($.001), amounting
in the aggregate to Twenty Thousand Dollars ($20,000). The
Corporation's Board of Directors is hereby expressly authorized to
provide by resolution or resolutions from time to time for the issue
of the Preferred Stock in one or more series, the shares of each of
which series 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,
limitations or restrictions thereof, as shall be permitted under the
General Corporation Law of the State of Delaware and as shall be
stated in the resolution or resolutions providing for the issue of
such stock adopted by the Board of Directors pursuant to the authority
expressly vested in the Board of Directors hereby.
SECOND: That said amendment has been approved by written consent of the
holders of a majority of the issued and outstanding stock of the Corporation
dated March 23, 1998.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
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IN WITNESS WHEREOF, UniCapital Corporation, formerly known as U.S.
Leasing, Inc., has caused this Certificate to be signed by Robert J. New, its
President, and attested by Robert J. New, its Secretary, this _____ day of
March, 1998.
Attest: UNICAPITAL CORPORATION
_______________________________ By:___________________________
Name: Robert J. New Name: Robert J. New
Title: Secretary Title: President
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
U.S. LEASING, INC.
U.S. Leasing, Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Corporation"), does hereby certify:
FIRST: That the amendment to the Corporation's Certificate of Incorporation
set forth in the following resolution was approved by unanimous written consent
of the Board of Directors of the Corporation on January 26, 1998 and was duly
adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware:
RESOLVED, that the Board of Directors hereby declares it advisable and in
the best interest of the Corporation that the Certificate of Incorporation
of the Corporation be amended (the "Charter Amendment") to (i) change the
name of the Corporation to "UniCapital Corporation, (ii) create 10,000,000
authorized and undesignated shares of Preferred Stock, par value $.001 per
share, (iii) create a staggered Board of Directors, and (iv) eliminate,
effective upon the Corporation becoming subject to the periodic reporting
requirements of the Securities Exchange Act of 1934, as amended, the
ability of the stockholders to act by written consent of less than all of
the stockholders; and
FURTHER RESOLVED, that in order to effect the purposes and intent of the
foregoing resolution, the Charter Amendment shall (i) delete in their
entirety Article I, Article IV and Article V of the Certificate of
Incorporation and substitute therefor the following provisions so that said
Article I, Article IV and Article V shall be amended to read in their
entirety as set forth below, (ii) redesignate the second of the two
articles currently designated to be Article IX as new Article XI so that
said Article XI shall be amended to read in its entirety as set forth below
and (iii) create a new Article X to read in its entirety as set forth
below:
ARTICLE I
NAME
The name of the corporation is UniCapital Corporation (hereinafter
called the "Corporation").
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ARTICLE IV
CAPITAL STOCK
The total number of shares of stock, which the Corporation shall have
authority to issue is One Hundred Ten Million (110,000,000) shares, which
shall be divided into two classes as follows:
A. One Hundred Million (100,000,000) shares of Common Stock, the par
value of each of which shares is One-Tenth Cent ($.001), amounting in the
aggregate to One Hundred Thousand Dollars ($100,000.00); and
B. Ten Million (10,000,000) shares of Preferred Stock, the par value
of each of which shares is One-Tenth Cent ($.001), amounting in the
aggregate to Ten Thousand Dollars ($10,000). The Corporation's Board of
Directors is hereby expressly authorized to provide by resolution or
resolutions from time to time for the issue of the Preferred Stock in one
or more series, the shares of each of which series 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, limitations or restrictions thereof, as shall be
permitted under the General Corporation Law of the State of Delaware and as
shall be stated in the resolution or resolutions providing for the issue of
such stock adopted by the Board of Directors pursuant to the authority
expressly vested in the Board of Directors hereby.
ARTICLE V
DIRECTORS
A. The business and affairs of the Corporation shall be managed by or
under the direction of a Board of Directors consisting of such number of
directors as is determined from time to time by resolution adopted by
affirmative vote of a majority of the entire Board of Directors; provided,
however, that in no event shall the number of directors be less than three
(3). The directors shall be divided into three (3) classes, designated
Class I, Class II and Class III. Each class shall consist, as nearly as may
be possible, of one-third (1/3) of the total number of directors
constituting the entire Board of Directors. Effective January 31, 1998,
Class I directors shall serve for a term ending upon the annual meeting of
stockholders held in 1999, Class II directors shall serve for a term ending
upon the annual meeting of stockholders held in 2000 and Class III
directors shall serve for a term ending upon the annual meeting of
stockholders held in 2001. At each succeeding annual meeting of
stockholders beginning with the annual meeting of stockholders held in
1999, successors to the class of directors whose term expires
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at such annual meeting shall be elected for a three-year term. If the
number of directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain the number of directors in
each class as nearly equal as possible, and any additional director of any
class elected to fill a vacancy resulting from an increase in such class
shall hold office for a term that shall coincide with the remaining term of
that class, but in no case will a decrease in the number of directors
shorten the Term of any incumbent director. A director shall hold office
until the annual meeting for the year in which his or her term expires and
until his or her successor shall be elected and shall qualify, subject,
however, to prior death, resignation, incapacitation or removal from
office, and except as otherwise required by law. In the event such election
is not held at an annual meeting of stockholders, it shall be held at any
adjournment, thereof or a special meeting.
B. Except as otherwise required by law, any vacancy on the Board of
Directors that results from an increase in the number of directors shall be
filled only by a majority of the Board of Directors then in office,
provided that a quorum is present, and any other vacancy occurring in the
Board of Directors shall be filled by a majority of the directors then in
office, even if less than a quorum, or by a sole remaining director. Any
director elected to fill a vacancy not resulting from an increase in the
number of directors shall have the same remaining term as that of his or
her predecessor. A director may be removed only for cause by the
stockholders.
C. Notwithstanding the foregoing, whenever the holders of any one or
more classes or series of stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an
annual or special meeting of stockholders, the election, term of office,
filling of vacancies and other features of such directorships shall be
governed by the term of this certificate of incorporation applicable
thereto and such directors so elected shall not be divided into classes
pursuant to this Article V, in each case unless expressly provided by such
terms.
ARTICLE X
ACTION BY STOCKHOLDERS
Effective immediately upon the Corporation becoming subject to the
periodic reporting requirements of Section 13 of the Securities Exchange
Act of 1934, as amended, with respect to any class of its capital stock:
A. no action required to be taken or which may be taken at any annual
or special meeting of stockholders of the corporation may be taken without
a meeting; and
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B. the power of the stockholders to consent in writing, without a
meeting, to the taking of any action is specifically denied.
ARTICLE XI
AMENDMENTS
Except as provided herein, from time to time any of the provisions of
this Certificate of Incorporation may be amended, altered or repealed, and
other provisions authorized by the laws of the State of Delaware at the
time in force may be added or inserted in the manner and at the time
prescribed by said laws, and all rights at any time conferred upon the
stockholders of the Corporation by this Certificate of Incorporation are
granted subject to the provisions of this Article XI.
SECOND: That said amendment has been authorized by unanimous written
consent of the holders of the issued and outstanding stock of the Corporation
dated January 27, 1998.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
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IN WITNESS WHEREOF, UniCapital Corporation, formerly known as U.S. Leasing,
Inc. has caused this Certificate to be signed by Robert J. New, its President,
this 27th day of January, 1998.
UniCapital Corporation
/s/ ROBERT J. NEW
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Robert J. New, President
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CERTIFICATE OF INCORPORATION
OF
U.S. LEASING, INC.
ARTICLE I.
NAME
The name of the corporation is U.S. LEASING, INC. (hereinafter called the
"Corporation").
ARTICLE II.
REGISTERED AGENT AND OFFICE
The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, City of Wilmington 19805, County of New Castle
and the name of its registered agent at such address is Corporation Service
Company.
ARTICLE III.
PURPOSE
The purpose for which the Corporation is formed is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of Delaware.
ARTICLE IV.
CAPITAL STOCK
The aggregate number of shares of capital stock which the Corporation
shall have the authority to issue is 100,000,000 shares of Common Stock, par
value $0.001 per share.
All shares of Common Stock shall be identical and shall entitle the
holders thereof to the same rights and privileges:
A. Voting Rights. Except as otherwise required by law, all rights to vote
and all voting power shall be vested exclusively in the holders of the
Common Stock.
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B. Dividends. The holders of the Common Stock shall be entitled to
receive when, as and if declared by the Board of Directors, out of
funds legally available therefor, dividends payable in cash, stock or
otherwise.
C. Liquidating Distributions. Upon any liquidation, dissolution or
winding-up of the Corporation, whether voluntary or involuntary, the
remaining net assets of the Corporation shall be distributed pro rata
to the holders of the Common Stock in accordance with their respective
rights and interests.
ARTICLE V.
DIRECTORS
The Corporation's Board of Directors shall consist of not fewer than one
(1) nor more than five (5) directors, and shall initially consist of two (2)
directors. The number of directors within these limits may be increased or
decreased from time to time as provided in the Bylaws of the Corporation. The
names of the initial Directors of the Corporation are as follows:
Robert New
Jonathan Ledecky
ARTICLE VI.
BYLAWS
In furtherance and not in limitation of the powers conferred by the laws
of the State of Delaware:
A. The Board of Directors of the Corporation is expressly authorized to
adopt, amend or repeal the Bylaws of the Corporation.
B. Elections of Directors need not be by written ballot unless the Bylaws
of the Corporation shall so provide.
C. The books of the Corporation may be kept at such place within or
without the State of Delaware as the Bylaws of the Corporation may
provide or as may be designated from time to time by the Board of
Directors of the Corporation.
D. Any action required or permitted to be taken at any meeting of the
Board of Directors, may be taken without a meeting only if all of the
Directors consent thereto in writing.
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ARTICLE VII.
LIMITATION OF LIABILITY
No director shall be personally liable to the Corporation or the holders of
shares of capital stock for monetary damages for breach of fiduciary duty as a
director, except (i) for any breach of the duty of loyalty of such director to
the Corporation or such holders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of Delaware, or (iv) for any
transaction from which such director derives an improper personal benefit. No
amendment to or repeal of this provision shall apply to or have any effect on
the liability or alleged liability of any Director for or with respect to any
acts or omissions of such Directors occurring prior to such amendment or repeal.
If the Law of the Corporation's state of incorporation is hereafter amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a Director of this Corporation
shall be eliminated or limited to the fullest extent then permitted. No repeal
or modification of this Article VII shall adversely affect any right of or
protection afforded to a Director of the Corporation existing immediately prior
to such repeal or modification.
ARTICLE VIII.
INDEMNIFICATION
This Corporation shall indemnify and may advance expenses to its Officers
and Directors to the fullest extent permitted by law in existence either now or
hereafter in effect. Without limiting the generality of the foregoing, the
Bylaws may provide for indemnification and advancement of expenses to the
Corporation's Officers, Directors, employees and agents on such terms and
conditions as the Board of Directors may from time to time deem appropriate or
advisable.
ARTICLE IX.
INCORPORATOR
The name of the Incorporator is C. Deryl Couch and the address of the
Incorporator is 515 East Las Olas Boulevard, Suite 1500, Fort Lauderdale,
Florida 33301.
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ARTICLE IX
AMENDMENTS
Except as provided herein, from time to time any of the provisions of this
Certificate of Incorporation may be amended, altered or repealed, and other
provisions authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the time prescribed by said laws,
and all rights at any time conferred upon the stockholders of the Corporation by
this Certificate of Incorporation are granted subject to the provisions of this
Article IX.
IN WITNESS WHEREOF, the undersigned, being the Incorporator named above,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, has signed this Certificate of Incorporation this 8th
day of October, 1997.
/s/ C. DERYL COUCH
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C. DERYL COUCH, Incorporator