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EXHIBIT 3.1.3
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
OF E-Z SERVE CORPORATION
E-Z Serve Corporation, a Delaware corporation (the "Corporation"),
hereby certifies that:
FIRST: At a meeting of the Board of Directors of the Corporation,
resolutions were duly adopted setting forth proposed amendments to the Amended
and Restated Certificate of Incorporation of the Corporation, declaring the
amendments to be advisable and putting forth such amendments for consideration
at the special meeting of the stockholders. The resolutions setting forth the
proposed amendments are as follows:
RESOLVED, that the first paragraph of Article Four of the
Corporation's Amended and Restated Certificate of Incorporation is
hereby amended in its entirety to read as follows:
"The aggregate number of shares which the Corporation
shall have the authority to issue is fifty-three million (53,000,000)
of which fifty million (50,000,000) shares shall be designated as
Common Stock of the par value of one cent ($0.01) per share
($500,000); and three million (3,000,000) shall be designated as
Preferred Stock of the par value of one cent ($0.01) per share
($30,000)."
; and further
RESOLVED, that the first sentence of the first paragraph of
Section 10 of the Certificate of Designation, Preferences and Rights
of $6.00 Convertible Preferred Stock, Series C ("Series C
Designation") contained as part of the Corporation's Amended and
Restated Certificate of Incorporation is hereby amended in its
entirety to read as follows, with the rest of such paragraph to remain
as it presently exists:
"SECTION 10--Conversion--All or any part of the
shares of Series C Preferred Stock shall be convertible at the option
of the holders of Series C Preferred Stock at any time at the
principal office of the Corporation located in Houston, Texas, or at
the offices of such duly appointed transfer agents for the Series C
Preferred Stock, if any, as the Board of Directors of the Corporation
may determine, into fully paid and non-assessable shares (calculated
to the nearest 1/100 of a share) of Common Stock of the Corporation at
the rate of 52.63 shares of Common Stock for each share of Series C
Preferred Stock; provided, however, that if the holder has, as
provided in the next succeeding paragraph, given
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written notice of conversion and the Corporation, within 30 days
following such notice, has given notice of redemption of the shares of
Series C Preferred Stock to be converted, such right of conversion
shall cease and terminate as to the shares called for redemption,
unless default shall be made in the payment of the redemption price,
in which case the shares shall then be immediately convertible without
the giving of any further notice; and provided, further, that if
notice of redemption is given by the Corporation at any time other
than within the 30 days following the Corporation's receipt of a
holder's notice of conversion, the right of conversion shall cease and
terminate, as to the shares called for redemption, at the close of
business on the business day immediately preceding the date fixed for
redemption, unless default shall be made in the payment of the
redemption price."
; and further
RESOLVED, that the second paragraph of Section 10 of the
Series C Designation is hereby amended in its entirety to read as
follows:
"Before any holder of Series C Preferred Stock shall be
entitled to convert the same into Common Stock, he shall (i) give
written notice to the Corporation at the principal office of the
Corporation that such holder elects so to convert said Series C
Preferred Stock on a day specified therein that is at least 30 days
subsequent to the Corporation's receipt of such written notice and
shall also state therein the name or names in which such holder wishes
the certificate or certificates for Common Stock to be issued, and
(ii) on the day specified by the holder in its written notice for
conversion, surrender the certificate or certificates for such Series
C Preferred Stock at the principal office of the Corporation or at the
office of any transfer agent appointed as aforesaid, which certificate
or certificates, if the Corporation shall so request, shall be duly
endorsed to the Corporation or in blank."
; and further
RESOLVED, that the third paragraph of Section 10 of the Series
C Designation is hereby deleted in its entirety.
SECOND: Pursuant to a resolution of the Corporation's Board of
Directors, the special meeting of the stockholders of the Corporation was duly
called and held on February 26, 1993, upon notice in accordance with the
Delaware General Corporation Law at which meeting the necessary number of
shares as required by statute were voted in favor of the amendments.
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THIRD: The amendments were duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Neil H. McLaurin, its President, and attested to by John T. Miller,
its Secretary, on February 26, 1993.
E-Z SERVE CORPORATION
By: /s/ Neil H. McLaurin
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Name: Neil H. McLaurin
Title: President
Attest:
By: /s/ John T. Miller
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Name: John T. Miller
Title: Secretary
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