EXHIBIT 4.1
CERTIFICATE OF AMENDMENT
OF AMENDED CERTIFICATE OF INCORPORATION OF
SEACREST INDUSTRIES CORPORATION
DECEMBER 4, 2002
SeaCrest Industries Corporation, 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, by the unanimous
written consent of its members, filed with the minutes of the board, adopted
resolutions proposed and declaring advisable the following amendments to the
Amended Certificate of Incorporation of the Corporation, amended as of November
16, 1970 (the "CERTIFICATE OF INCORPORATION"):
RESOLVED, that the Certificate of Incorporation be amended by
changing the First Article thereof so that, as amended, said Article
shall be and read as follows:
"FIRST: The name of the corporation is Availent Financial,
Inc."
FURTHER RESOLVED, that the Certificate of Incorporation be
amended by changing the Fourth Article thereof so that, as amended,
said Article shall be and read as follows:
"FOURTH: At 5:00 p.m., Delaware time, on the filing date of
this Certificate of Amendment of Amended Certificate of Incorporation
(the "EFFECTIVE TIME"), a one-for-two reverse stock split of the common
stock, par value $0.01 per share, of the Corporation ("COMMON STOCK")
shall become effective, pursuant to which each two (2) shares of common
stock outstanding and held of record by each stockholder of the
Corporation (including treasury shares) immediately prior to the
Effective Time (the "OLD COMMON STOCK") shall be reclassified and
combined (the "REVERSE SPLIT") into one share of common stock
automatically and without any action by the holder thereof upon the
Effective Time and shall represent one share of common stock from and
after the Effective Time (the "NEW COMMON Stock").
No fractional shares of Common Stock shall be issued to the
stockholders of the Corporation in connection with the Reverse Stock
Split Amendment. Each holder of shares of Pre-Effective Stock otherwise
entitled to a fractional share of Common Stock shall be entitled to
receive a cash payment (without interest) in lieu of such fractional
share in an amount approximately equal to (i) such fractional share
multiplied by the average of the high and low trading prices of the
Common Stock as reported on the Over the Counter Bulletin Board for the
five (5) trading days immediately prior to the Effective Time if shares
of Common Stock have traded on the Over the Counter Bulletin Board
during regular trading hours on each of the five (5) business days
immediately
prior to the Effective Time, (ii) such fractional share multiplied by
the average of the high and low trading prices of the Common Stock as
reported on the Over the Counter Bulletin Board for the first five (5)
consecutive trading days on which the shares of Common Stock have
traded if shares of Common Stock have not traded on the Over the
Counter Bulletin Board during regular trading hours on each of the five
(5) business days immediately prior to the Effective Time, but have
traded on the Over the Counter Bulletin Board during regular trading
hours on each of any five (5) consecutive business days at any time
prior to ten (10) business days after the Effective Time, or (iii) such
fractional share multiplied by the fair market value per share of
Common Stock as determined by the board of directors in good faith if
shares of Common Stock have not traded on the Over the Counter Bulletin
Board during regular trading hours on each of the five (5) business
days immediately prior to the Effective Time or during regular trading
hours on each of any five (5) consecutive business days at any time
prior to ten (10) business days after the Effective Time.
The corporation shall be authorized to issue two classes of
shares of stock to be designated, respectively, "Preferred Stock" and
"Common Stock"; the total number of shares of stock which the
corporation shall have authority to issue is One Hundred Ten Million
(110,000,000) and the par value of each of such shares is No and 01/100
($0.01) Dollars, amounting in the aggregate to One Million One Hundred
Thousand and no/100 ($1,100,000.00) Dollars; the total number of shares
of Preferred Stock shall be Ten Million (10,000,000); the total number
of shares of Common Stock shall be One Hundred Million (100,000,000).
Shares of Preferred Stock may be issued from time to time in
one or more series. The Board of Directors is hereby authorized to fix
the voting rights, designations, powers, preferences and the relative,
participating, optional or other rights, if any, and the
qualifications, limitations or restrictions thereof, of any wholly
unissued series of Preferred Stock; and to fix the number of shares
constituting such series, and to increase or decrease the number of
shares of any such series (but not below the number of shares thereof
then outstanding)."
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware and written notice of the adoption of the amendment has been given as
provided in Section 228 of the General Corporation Law of the State of Delaware
to every stockholder entitled to such notice.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
FOURTH: That this Certificate of Amendment of the Certificate of
Incorporation shall be effective as of December 4, 2002.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
SIGNATURE PAGE TO FOLLOW.
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IN WITNESS WHEREOF, SeaCrest Industries Corporation has caused this
certificate to be signed by Patrick McGeeney, its President, and attested by
Woody Conradt, its Secretary, effective as of this 4th day of December 2002.
By: /s/ Patrick McGeeney
-----------------------------------------
Name: Patrick McGeeney
Title: President
ATTEST:
By: /s/ Woody Conradt
-----------------------------------------
Name: Woody Conradt
Title: Secretary
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