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EXHIBIT 3.1.1
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
DSI TOYS, INC.
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act (the "Act"), the undersigned corporation adopts the following
Articles of Amendment to its Articles of Incorporation ("Articles of
Incorporation"):
ARTICLE ONE
The name of the corporation (hereinafter called the "Corporation") is
DSI Toys, Inc.
ARTICLE TWO
At the annual meeting of the shareholders of the Corporation held on
May 24, 1999, the holders of at least two-thirds of the outstanding shares of
the Corporation entitled to vote thereon adopted an amendment to the
Corporation's Amended and Restated Articles of Incorporation whereby Article
Four thereof was amended to read in its entirety as follows:
ARTICLE FOUR
The aggregate number of shares that the corporation
shall have the authority to issue is 40,000,000 shares,
consisting of 35,000,000 shares of Common Stock, par value
$0.01 per share, and 5,000,000 shares of Preferred Stock, par
value $0.01 per share.
The descriptions of the different classes of capital
stock of the corporation and the preferences, designations,
relative rights, privileges and powers, and the restrictions,
limitations and qualifications thereof, of said classes of
stock are as follows:
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Division A
The shares of Preferred Stock may be divided into and issued
in one or more series, the relative rights and preferences of
which series may vary in any and all respects. The board of
directors of the corporation is hereby vested with the
authority to establish series of Preferred Stock by fixing and
determining all the preferences, limitations and relative
rights of the shares of any series so established, to the
extent not provided for in these articles of incorporation or
any amendment hereto, and with the authority to increase or
decrease the number of shares within each such series;
provided, however, that the board of directors may not
decrease the number of shares within a series below the number
of shares within such series that is then issued. The
authority of the board of directors with respect to each such
series shall include, but not be limited to, determination of
the following:
(1) the distinctive designation and number of shares
of that series;
(2) the rate of dividend (or the method of
calculation thereof) payable with respect to shares
of that series, the dates, terms and other conditions
upon which such dividends shall be payable, and the
relative rights of priority of such dividends to
dividends payable on any other class or series of
capital stock of the corporation;
(3) the nature of the dividend payable with respect
to shares of that series as cumulative, noncumulative
or partially cumulative, and if cumulative or
partially cumulative, from which date or dates and
under what circumstances;
(4) whether shares of that series shall be subject to
redemption, and, if made subject to redemption, the
times, prices, rates, adjustments and other terms and
conditions of such redemption (including the manner
of selecting shares of that series for redemption if
fewer than all shares of such series are to be
redeemed);
(5) the rights of the holders of shares of that
series in the event of voluntary or involuntary
liquidation, dissolution or winding up of the
corporation (which rights may be different if such
action is voluntary than if it is involuntary),
including the relative rights of priority in such
event as to the rights of the holders of
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any other class or series of capital stock of the
corporation;
(6) the terms, amounts and other conditions of any
sinking or similar purchase or other fund provided
for the purchase or redemption of shares of that
series;
(7) whether shares of that series shall be
convertible into or exchangeable for shares of
capital stock or other securities of the corporation
or of any other corporation or entity, and, if
provision be made for conversion or exchange, the
times, prices, rates, adjustments and other terms and
conditions of such conversion or exchange;
(8) the extent, if any, to which the holders of
shares of that series shall be entitled (in addition
to any voting rights provided by law) to vote as a
class or otherwise with respect to the election of
directors or otherwise;
(9) the restrictions and conditions, if any, upon the
issue or reissue of any additional Preferred Stock
ranking on a parity with or prior to shares of that
series as to dividends or upon liquidation,
dissolution or winding up;
(10) any other repurchase obligations of the
corporation, subject to any limitations of applicable
law; and
(11) notwithstanding their failure to be included in
(1) through (10) above, any other designations,
preferences, limitations or relative rights of shares
of that series.
Any of the designations, preferences, limitations or relative
rights (including the voting rights) of any series of
Preferred Stock may be dependent on facts ascertainable
outside these articles of incorporation.
Shares of any series of Preferred Stock shall have no voting
rights except as required by law or as provided in the
preferences, limitations and relative rights of such series.
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Division B
1. Dividends. Dividends may be paid on the Common
Stock out of any assets of the corporation available for such
dividends subject to the rights of all outstanding shares of
capital stock ranking senior to the Common Stock in respect of
dividends.
2. Distribution of Assets. In the event of any
liquidation, dissolution or winding up of the corporation,
after there shall have been paid to or set aside for the
holders of capital stock ranking senior to the Common Stock in
respect of rights upon liquidation, dissolution or winding up
the full preferential amounts to which they are respectively
entitled, the holders of the Common Stock shall be entitled to
receive, pro rata, all of the remaining assets of the
corporation available for distribution to its shareholders.
3. Voting Rights. The holders of the Common Stock
shall be entitled to one vote per share for all purposes upon
which such holders are entitled to vote.
Division C
1. No Preemptive Rights. No shareholder of the
corporation shall by reason of his holding shares of any class
have any preemptive or preferential right to acquire or
subscribe for any additional, unissued or treasury shares of
any class of the corporation now or hereafter to be
authorized, or any notes, debentures, bonds or other
securities convertible into or carrying any right, option or
warrant to subscribe to or acquire shares of any class now or
hereafter to be authorized whether or not the issuance of any
such shares, or such notes, debentures, bonds or other
securities, would adversely affect the dividends or voting or
other rights of such shareholder, and the board of directors
may issue or authorize the issuance of shares of any class, or
any notes, debentures, bonds or other securities convertible
into or carrying rights, options or warrants to subscribe to
or acquire shares of any class, without offering any such
shares of any class, either in whole or in part, to the
existing shareholders of any class.
2. Share Dividends. Subject to any restrictions in
favor of any series of Preferred Stock provided in the
relative rights and preferences of such series, the
corporation may pay a share dividend in shares of any class or
series of capital stock of the corporation to the holders of
shares of any class or series of capital stock of the
corporation.
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3. No Cumulative Voting. Cumulative voting for the
election of directors is expressly prohibited as to all shares
of any class or series.
ARTICLE THREE
The number of shares of all classes of capital stock of the Corporation
outstanding at the time of the adoption of the foregoing amendment was
6,506,308, and the number of shares of all such classes entitled to vote thereon
was 6,506,308.
ARTICLE FOUR
The number of shares of all classes of capital stock of the Corporation
voting for the amendment was 3,770,358, and the number of shares of all such
classes voting against the amendment was 156,400.
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Amendment on behalf of the Corporation this 28th day of May, 1999.
DSI TOYS, INC.
By: /s/ Thomas V. Yarnell
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Thomas V. Yarnell
Administrative Vice President