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Exhibit 3(a)
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 10/23/1995
950243598-2412016
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Computer Integration Corp. (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 on June 13, 1995, the Board of Directors of the Corporation
at a regularly called meeting, adopted the following resolution which sets
forth an amendment to the Corporation's Certificate of Incorporation, and the
Board of Directors directed that such amendment be submitted for approval by
the stockholders of the Corporation. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that the first sentence of ARTICLE FOURTH of the
Corporation's Certificate of Incorporation be amended to read in its
entirety as follows:
ARTICLE FOURTH. The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 22,000,000
shares, consisting of 20,000,000 shares of Common Stock, par value
$.001 per share ("Common Stock"), and 2,000,000 shares of Preferred
Stock, par value $.001 per share ("Preferred Stock").
SECOND: That thereafter, pursuant to the resolution of its Board of
Directors, on October 12, 1995, the said amendment was duly adopted by the
stockholders of the Corporation in accordance with the provisions of Section
222 of the General Corporation Law of the State of Delaware, at a meeting of
the stockholders, at which meeting the necessary number of shares as required
by statute were voted in favor of the amendment.
THIRD: That the foregoing amendment was duly adopted in accordance with
Section 242 of the Delaware General Corporation Law of the State of Delaware.
FOURTH: Except as specifically amended hereby, all provisions of the
Certificate shall remain in full force and effect.
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IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this Certificate to be signed by Ronald G. Farrell, its
Chief Executive Office, and John F. Chiste, its Secretary, this 19th day of
October, 1995.
COMPUTER INTEGRATION CORP.
By: /s/ Ronald G. Farrell
--------------------------
Ronald G. Farrell
Chief Executive Officer
Attest:
By: /s/ John F. Chiste
--------------------------
John F. Chiste
Secretary
[Seal]
STATE OF FLORIDA )
) ss:
COUNTY OF PALM BEACH)
I HEREBY CERTIFY that on this day before me, an officer duly authorized
in the State and County aforesaid to take acknowledgements, personally appeared
Ronald G. Farrell and John F. Chiste, well known to me to be the Chief
Executive Officer and Secretary of Computer Integration Corp., a Delaware
corporation, and they severally acknowledge executing the same freely and
voluntarily under authority duly vested in them by said Corporation and that
the seal affixed thereto is the true Corporate Seal of the Corporation.
WITNESS my hand and official seal in the County and State last
aforesaid this 19th day of October, 1995.
/s/ Donn A. Beloff
------------------------------
Notary Public
[Seal] DONN A. BELOFF
My COMMISSION #CC 215033 EXPIRES
August 19, 1996
BONDED THRU TROY FAIN INSURANCE, INC.
My Commission Expires:
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COMPUTER INTEGRATION CORP.
CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS, AND LIMITATIONS OF SERIES D, 9% CUMULATIVE
CONVERTIBLE REDEEMABLE PREFERRED STOCK
Computer Integration Corp., a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), does
hereby certify:
That, pursuant to authority conferred upon the Board of
Directors of the Corporation ("Board of Directors") by the Certificate of
Incorporation of the Corporation (the "Certificate"), and pursuant to the
provisions of the Delaware General Corporation Law, said Board of Directors, on
April 3, 1996, duly adopted resolutions providing for the issuance of one
series, aggregating forty thousand (40,000) shares, of Series D, 9% Cumulative
Convertible Redeemable Preferred Stock (the "Series D Preferred Stock"), stated
value $100 and par value $.001 per share, which resolutions are as follows:
WHEREAS, Article Fourth of the Corporation's Certificate of
Incorporation, as amended, vests the authority in the Board of
Directors to issue shares of the Corporation's authorized preferred
stock in series with such rights, preferences and limitations as the
Board deems appropriate, without necessity of further action by the
stockholders of the Corporation;
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors
hereby creates, from the authorized but unissued shares of preferred
stock, par value $.001 per share, a series of the preferred stock to
consist of forty thousand (40,000) shares, designated "Series D, 9%
Cumulative Convertible Redeemable Preferred Stock" (the "Series D
Preferred Stock") and hereby fixes the voting powers, designation,
preferences and relative, participating, optional and other special
rights, and the qualifications, limitations or restrictions thereof,
of the shares of such Series as follows:
1. Designation. The designation of the series of stock created
by this resolution shall be "Series D, 9% Cumulative Convertible Redeemable
Preferred Stock" (the "Series D Preferred Stock") and the number of shares
constituting the Series D Preferred shall be forty thousand (40,000). Each
share of the Series D Preferred Stock shall have a stated value equal to $100.
2. Dividends. The holders of the Series D Preferred Stock shall
be entitled to receive, when, as and if declared by the Board of Directors out
of the funds of the Corporation legally available therefore, cumulative
dividends at the annual rate of $9 per share, payable $4.50 per share on each
January 31st and July 31st, commencing July 31, 1996. Such dividends shall be
payable in cash or in kind. In the year in which shares of Series D Preferred
Stock are issued, in the event that the payment date for the purchase of shares
of Series D Preferred Stock shall be other than January 31st or July 31st, the
initial dividend shall accumulate and be payable pro rata only from the date of
payment to the Corporation for the respective shares of Series D
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Preferred Stock. If the dividend on the Series D Preferred Stock for any
dividend period shall not have been paid or set apart in full for the Series D
Preferred Stock, the aggregate deficiency shall be cumulative and shall be
fully paid or set apart for payment before any dividends shall be paid upon or
set apart for payment for any class of common stock of the Corporation or any
other class of preferred stock of the Corporation ranking junior thereto.
Accumulations of dividends on the Series D Preferred Stock shall not bear
interest.
3. Liquidation Preference. In the event of any liquidation,
dissolution or winding up of the affairs of the Corporation, whether voluntary
or otherwise, after payment or provision for payment of the debts and other
liabilities of the Corporation, the holders of the Series D Preferred Stock
shall be entitled to receive, before the holders of any of the common stock or
other classes of preferred stock of the Corporation ranking junior thereto, out
of the remaining net assets of the Corporation, the amount of $100 in cash or
in kind for each share of Series D Preferred Stock, plus an amount equal to all
dividends accrued but unpaid, if any, with respect to each such share up to the
date fixed for distribution. After such payment shall have been made in full
to the holders of the outstanding Series D Preferred Stock, or funds or assets
necessary for such payment shall have been set aside in trust for the account
of the holders of the outstanding Series D Preferred Stock, so as to be and
continue to be available therefor, the holders of the outstanding Series D
Preferred Stock shall be entitled to no further participation in such
distribution of the assets of the Corporation.
In the event, after payment or provision for payment of the debts and
other liabilities of the corporation, the remaining net assets of the
Corporation are not sufficient to pay the liquidation preference of the holders
of the Series D Preferred Stock, no such distribution shall be made on account
of any shares of any other class or series of capital stock of the Corporation
ranking on a parity with the shares of the Series D Preferred Stock upon such
liquidation unless proportionate distributive amounts shall be paid on account
of each share of the Series D Preferred Stock, ratably, in proportion to the
full distributable amounts for which holders of all such parity shares,
including other shares of Series D Preferred Stock, are respectively entitled
upon such liquidation.
4. Conversion of Preferred Stock into Common Stock. Each share
of the Series D Preferred Stock shall be, under paragraph 4(a) below,
convertible at the option of the holder thereof and, under paragraph 4(b)
below, automatically and mandatorily converted upon the occurrence of the event
described therein; in either event, any such shares of Series D Preferred Stock
shall be converted into fully paid and nonassessable shares of the
Corporation's common stock, par value $.001 per share (the "Common Stock").
(a) Elective Conversion. Subject to any other provision
of this paragraph 4, each holder of record of any share(s) of Series D
Preferred Stock shall have the right to convert such holder's share(s) of
Series D Preferred Stock, in whole or in part, including all accrued but unpaid
dividends, if any, in accordance with the Conversion Ratio (defined below),
subject to the adjustments set forth below, at his or her option, at any time
and from time to time after the date on which a Registration Statement
(defined below) that includes the shares of the Common
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Stock issuable upon conversion of the Series D Preferred Stock is declared
effective by the U.S. Securities and Exchange Commission ("SEC"), or any other
Federal agency at the time administering the Securities Act of 1933, as
amended, or any similar Federal statute, and the rules and regulations of the
SEC issued under such Act, as they each may, from time to time, be in effect.
In case any shares of Series D Preferred Stock shall have been
called for redemption pursuant to paragraph 5 hereof, any election to convert
under this paragraph 4(a) with respect to the shares so called for redemption
shall cease and terminate at the close of business on the tenth day prior to
the date fixed for the redemption of such shares, unless default shall be made
in the payment of the redemption price.
Any holder of a share or shares of Series D Preferred Stock
electing to convert his or her Series D Preferred Stock into Common Stock shall
surrender the certificate(s) representing all of the share(s) of Series D
Preferred Stock so to be converted, duly endorsed to the Corporation or in
blank, at the principal office of the Corporation (or such other place as may
be designated by the Corporation), and shall give written notice to the
Corporation at said office that he or she elects to convert the same and
therein set forth the name or names (with the address or addresses) in which
the shares of Common Stock are to be issued.
If the last day of the exercise period of the conversion right
in the city where the principal place of business of the Corporation (or in the
city of the principal office of such other entity as the Corporation shall have
designated as the place so to surrender Series D Preferred Stock for
conversion, as aforesaid) shall be a legal holiday or a day on which banking
institutions are authorized by law to close, then such conversion right may be
exercised in such city on the next succeeding day not in such city a legal
holiday or a day on which banking institutions are authorized by law to close.
For purposes of this paragraph 4(a), the term "Registration
Statement" shall mean a registration statement filed by the Corporation with
the SEC for a public offering and sale of securities of the Corporation (other
than a registration statement on Form S-4 or Form S-8, or their successors, or
any other form for a limited purpose, or any registration statement covering
only securities proposed to be issued in exchange for securities or assets of
another corporation).
(b) Mandatory Conversion. Each share of the Series D
Preferred Stock, and all accrued but unpaid dividends, if any, shall
automatically and mandatorily convert, without the option of any holder of any
share(s) of Series D Preferred Stock or any action of the Corporation, to
shares of Common Stock in accordance with the Conversion Ratio (defined below)
as of the close of business on the date (the "Automatic Conversion Date"),
following a public offering of Common Stock by the Corporation, which ends a
ten (10) consecutive trading-day period during which a quote is available (such
trade dates need not occur an consecutive business days if no quote is
available for a given business day) and during which the average of the bid and
ask price of the Common Stock on the OTC Bulletin Board ("OTCBB") (or any
successor thereto) or on the NASDAQ Small-Cap Market(R), if then admitted for
trading thereon
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(or the average of the last reported sale price on the Nasdaq National
Market(R) System ("Nasdaq-NMS") or other national stock exchange on which the
Common Stock is principally traded, if the Common Stock is then listed or
admitted for trading on the Nasdaq-NMS or such other exchange), equals or
exceeds $4.00 per share (the "Automatic Conversion Price Level"). The term
"principally traded" as used in this paragraph shall refer to that national
securities exchange or Nasdaq-NMS, if any, on which the greatest number of
shares of Common Stock have been traded during such ten (10) day period.
As soon as practicable after the Automatic Conversion Date,
the Corporation shall provide each holder of record of Series D Preferred Stock
with notice of the automatic conversion and the Automatic Conversion Date and
call upon the holders to surrender to the Corporation, in the manner and at the
place designated, the certificate(s) representing shares of the Series D
Preferred Stock. Such notice shall be by mail to each holder of the Series D
Preferred Stock at the address last shown on the records of the Corporation for
such holder or given by such holder to the Corporation for the holder for the
purpose of notice or, if no such address appears or is given, at the place
where the principal executive office of the Corporation is located.
Notwithstanding any failure by a holder to deliver the certificates
representing his or her shares of Series D Preferred Stock, after the Automatic
Conversion Date all such certificates of the Series D Preferred Stock shall be
deemed to represent the appropriate number of shares of Common Stock.
Notwithstanding any provision contained in this paragraph
4(b), no share of the Series D Preferred Stock called for redemption pursuant
to paragraph 5 hereof shall automatically and mandatorily convert at any time
after the Corporation has provided notice of its intent to redeem such shares
pursuant to paragraph 5 hereof, unless the Corporation shall provide notice to
the holder on or before the date specified for redemption of such shares of
Series D Preferred Stock that it elects to have the mandatory conversion
provisions of this paragraph 4(b) apply and override the Corporation's notice
of redemption (the "Notice of Cancellation"). Unless such Notice of
Cancellation is provided, the automatic and mandatory conversion under this
paragraph 4(b) shall cease and terminate with respect to all shares of Series D
Preferred Stock so called for redemption at the close of business on the date
that the Corporation provides notice of such redemption pursuant to Paragraph 5
hereof. The Corporation's redemption, including any related notice to redeem,
of certain shares of the Series D Preferred Stock shall have no effect on the
automatic and mandatory conversion under paragraph 4(b) of those other shares
of Series D Preferred Stock with respect to which notice of redemption was not
provided.
(c) Additional Provisions Applicable to All Conversions.
Any conversion of Series D Preferred Stock into Common Stock pursuant to this
paragraph 4 shall be subject to the following additional terms and provisions:
(1) All shares of the Series D Preferred Stock
and all accrued but unpaid dividends, if any, shall be convertible (or, as the
case may be, automatically converted) into Common Stock at the rate of $2.50
per share of Common Stock (initially equivalent to a
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rate of forty (40) shares of Common Stock for each share of Series D Preferred
Stock based on the stated value of $100 of the Series D Preferred Stock) (the
"Conversion Ratio"), subject to the adjustments set forth in this paragraph
4(c) below.
(2) Subject to compliance with all applicable
securities laws, as soon as practicable after the surrender for conversion of
any certificate(s) representing Series D Preferred Stock (in the case of an
elective conversion) or after the Automatic Conversion Date (in the case of an
automatic conversion), the Corporation shall deliver or cause to be delivered
at the principal office of the Corporation (or such other place as may be
designated by the Corporation), to each holder of Series D Preferred Stock,
certificates representing the shares of Common Stock issuable upon such
conversion, issued in such name or names as such holder may direct. Except as
otherwise provided herein, shares of the Series D Preferred Stock shall be
deemed to have been converted, in the case of an elective conversion pursuant
to paragraph 4(a), as of the close of business on the date of the surrender for
conversion of the certificates representing Series D Preferred Stock, or in the
case of an automatic conversion pursuant to paragraph 4(b), as of the close of
business on the Automatic Conversion Date, and in either case the rights of
such holders of the Series D Preferred Stock shall cease, and the person(s) in
whose name(s) the certificates for such shares are to be issued shall be
treated for all purposes as having become the record holder(s) of such Common
Stock, at such time, or if such day shall not constitute a business day, then
the close of business on the next succeeding business day.
(3) The Corporation shall not be required to
issue any fractions of shares of Common Stock upon conversions of any shares of
Series D Preferred Stock. If more than one share of Series D Preferred Stock
shall be surrendered for conversion at one time by the same holder, the number
of full shares of Common Stock which shall be issuable upon conversion of such
Series D Preferred Stock shall be computed on the basis of the aggregate number
of shares of the Series D Preferred Stock so surrendered. If any interest in a
fractional share of Common Stock would otherwise be deliverable upon the
conversion of any shares of Series D Preferred Stock, the Corporation shall
make adjustment for such fractional share interest by payment of an amount in
cash equal to the same fraction of the value of a full share of Common Stock of
the Corporation as determined by the Corporation, which determination shall be
conclusive.
(4) In the event that the Corporation shall at
any time subdivide or combine in a greater or lesser number of shares the
outstanding shares of Common Stock, the number of shares of Common Stock
issuable upon conversion of any shares of Series D Preferred Stock prior to the
occurrence of such event shall be proportionately increased in the case of
subdivision or decreased in the case of a combination, effective in either case
at the close of business on the date when such subdivision or combination shall
become effective.
(5) In the event that the Corporation shall be
consolidated with or merged into any other corporation, provision shall be made
as part of the terms of such consolidation or merger so that any holder of
Series D Preferred Stock may thereafter receive in lieu of Common Stock
otherwise issuable to him upon conversion of his or her Series D
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Preferred Stock, but only in accordance with the conversion ratio stated in
this paragraph 4, the same kind and amount of securities as may be
distributable upon such consolidation or merger with respect to the Common
Stock.
(6) In the event that the Corporation shall at
any time pay to the holders of Common Stock a dividend in Common Stock, the
number of shares of Common Stock of the Corporation issuable upon any
conversion of the Series D Preferred Stock shall be proportionately increased,
effective following the close of business on the record date for determination
of the holders of Common Stock entitled to such dividend.
(7) Such adjustments shall be made successively
if more than one event listed in paragraphs 4(c)(4), (5) or (6) shall occur;
provided, however, that no adjustment need be made by the Corporation until
such adjustments cumulatively aggregate at least five percent (5%) of the then
current Conversion Ratio.
(8) No adjustment of the Conversion Ratio shall
be made by any event or occurrence other than those enumerated in this
paragraph 4(c).
(9) The issuance of certificates for shares of
Common Stock upon conversion of any shares of the Series D Preferred Stock
shall be made without charge for any tax in respect of such issuance. However,
if any certificate is to be issued in a name other than that of the holder of
record as the Series D Preferred Stock so converted, the person or persons
requesting the issuance thereof shall pay to the Corporation the amount of any
tax which may be payable in respect of any transfer involved in such issuance,
or shall establish to the satisfaction of the Corporation that such tax has
been paid or is not due and payable.
5. Redemption of Preferred Stock. The Series D Preferred Stock
of any holder shall be redeemable, in whole or in part, at the option of the
Corporation by resolution of its Board of Directors, from time to time and at
any time, after the date that the Series D Preferred Stock certificate was
issued to the original holder of such shares of Series D Preferred Stock. The
redemption price shall equal $110, plus all dividends accrued and unpaid on the
Series D Preferred Stock so redeemed up to the date fixed for redemption. The
Corporation shall give notice of redemption as hereinafter provided.
In the event that less than the entire amount of the Series D
Preferred Stock outstanding is redeemed at any one time, the shares to be
redeemed shall be selected by lot in a manner to be determined by the Board of
Directors of the Corporation.
The Corporation shall give notice of redemption not less than
thirty (30) nor more than sixty (60) days prior to the date fixed for
redemption of the Series D Preferred Stock or any part thereof. Such notice
shall specify the time and place thereof and shall be given by mail to each
holder of record of shares of Series D Preferred Stock chosen for redemption at
the address last shown on the records of the Corporation for such holder or
given by such holder to the Corporation for the purpose of notice or, if no
such address appears or is given, at the
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place where the principal executive office of the Corporation is located. Any
notice which was mailed in the manner herein provided shall be conclusively
presumed to have been duly given whether or not the holder received the notice.
Upon such redemption date, or upon such earlier date as the
Board of Directors shall designate for payment of the redemption price (unless
the Corporation shall default in the payment of the redemption price as set
forth in such notice), the holders of shares of Series D Preferred Stock
selected for redemption to whom notice has been duly given shall cease to be
stockholders with respect to such shares and shall have no interest in or claim
against the Corporation by virtue thereof and shall have no other rights with
respect to such shares except the right to convert such shares within the time
hereinafter set forth and except the right to receive the moneys payable upon
such redemption from, the Corporation or otherwise, without interest thereon,
upon surrender (and endorsement, if required by the Corporation) of the
certificates, and the shares represented thereby shall no longer be deemed to
be outstanding.
Upon redemption or conversion of any share of Series D
Preferred Stock in the manner set out herein, or upon purchase of any share of
Series D Preferred Stock by the Corporation, the shares so acquired by the
Corporation shall be cancelled.
After giving any notice of redemption and prior to the close
of business on the tenth day prior to the redemption date, as hereinafter
provided, the holders of the Series D Preferred Stock so called for redemption
may convert such stock into Common Stock of the Corporation in accordance with
the conversion privileges set forth in paragraph 4(a) hereof.
In the event that the Corporation shall at any time subdivide
or combine in a greater or lesser number of shares the outstanding shares of
Series D Preferred Stock or issue shares of Common Stock as the form of a
dividend paid with respect to its Common Stock, the consideration payable upon
redemption of the Series D Preferred Stock shall be proportionately decreased
in the case of subdivision or increased in the case of a combination or the
payment of such a stock dividend, effective in either case at the close of
business on the date when such subdivision or combination shall become
effective.
6. Voting Rights.
(a) Except as otherwise required by law or as otherwise
specifically provided herein, the holders of the Series D Preferred Stock shall
not be entitled to vote at any meeting of the stockholders for the election of
directors or for any other purpose or otherwise to participate in any action
taken by the Corporation or the stockholders thereof, or to receive notice of
any meeting of stockholders.
(b) If at any time, and from time to time, the
Corporation shall default in paying two consecutive dividends for a period of
more than thirty (30) days as to each dividend payment date (an "Event of
Default"), then the holders of the Series D Preferred Stock shall have the
exclusive right, voting separately as a class, to elect one additional director
to the Board
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of Directors of the Corporation in the manner provided in paragraph 6(d) below,
and the holders of shares entitled to vote thereon other than the Series D
Preferred Stock shall be entitled to elect the remaining members of the Board
of Directors. Such voting rights shall remain vested until all defaults
respecting dividends shall have been cured, whereupon (i) the holders of the
Series D Preferred Stock shall be divested of such voting right (subject,
however, to such voting right at any time or from time to time similarly
arising and being divested); (ii) the term of any director then in office
elected by the holders of the Series D Preferred Stock shall terminate; and
(iii) the number of directors constituting the Board of Directors of the
Corporation shall be reduced by the same number by which it was increased at
the time the voting rights of the holders of the Series D Preferred Stock
arose. Notwithstanding anything to the contrary in this paragraph 6(b), any
dividend payment date which forms the basis of an Event of Default subsequently
cured in the manner described in the preceding sentence, may not be counted for
purposes of determining a subsequent Event of Default. In each instance in
which the holders of the Series D Preferred Stock shall be entitled to vote for
directors as provided herein, each such holder shall be entitled to one vote
for each share of the Series D Preferred Stock held.
(c) Directors elected by the holders of the Series D
Preferred Stock shall serve for a term ending on the earlier to occur of (i)
the first annual meeting of stockholders of the Corporation following an Event
of Default or (ii) until all defaults respecting dividends shall have been
cured. At each annual meeting of the Corporation's stockholders following an
Event of Default, until such default shall have been cured, the holders of
Series D Preferred Stock shall be entitled to elect one director to the Board
of Directors of the Corporation.
(d) At any time when the holders of the Series D
Preferred Stock shall have thus become entitled to elect directors, any
provision of the by-laws of the Corporation to the contrary notwithstanding, a
special meeting of the holders of Series D Preferred Stock may be called by the
holders of 51% of the Series D Preferred Stock for the purpose of electing
directors, by notice being mailed, first class postage prepaid, not less than
ten (10) days prior to the proposed date of such meeting, to each holder of
record of Series D Preferred Stock at his address as the same appears on the
Corporation's record of holders of the Series D Preferred Stock.
At any such special meeting at which the holders of the Series
D Preferred Stock shall be entitled to elect directors, the holders of a
majority of the then outstanding Series D Preferred Stock present in person or
by proxy shall be sufficient to constitute a quorum for the election of such
director. The person elected by the holders of the Series D Preferred Stock at
any meeting held in accordance with the terms of the preceding sentence shall
become a director as of the date of such election and, together with the
directors remaining in office or such persons, if any, as may be elected by the
holders of voting shares other than Series D Cumulative Preferred Stock, shall
constitute the Board of Directors of the Corporation. Any director so elected
by the holders of the Series D Preferred Stock may be removed by, and shall not
be removed except by, the vote of the holders of record of a majority of the
shares of the Series D Preferred Stock, voting as a single class at a meeting
of the stockholders, or of the holders of the Series D Preferred Stock called
for that purpose. Any vacancy, whether as a
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result of removal or otherwise, in the office of a director elected by the
holders of the Series D Preferred Stock may be filled by, and shall only be
filled by, the majority vote of the holders of the Series D Preferred Stock,
voting as a separate class. A meeting for the removal of a director elected by
the holders of the Series D Preferred Stock and the filling of the vacancy
created thereby or otherwise shall be called, noticed and held in the same
manner as provided for in the initial election of such board members.
(e) Notwithstanding the provisions of paragraph 6(d), the
election or removal of such directors may be evidenced by one or more written
consents executed by the holders of a majority of the then outstanding Series D
Preferred Stock without the necessity of a meeting, prior notice, and a formal
vote. Within ten (10) days after any such meeting or written consent, the
holders of the Series D Preferred Stock shall provide written notice to the
Corporation of the election, or removal, as the case may be, of such directors.
(f) Notwithstanding anything herein to the contrary,
within thirty (30) days of the end of the calendar quarter in which the holders
of the Series D Preferred Stock shall have thus become entitled to elect
directors, holders of 51% of the Series D Preferred Stock may, by written
consent to the Corporation, irrevocably terminate said voting rights. After
such written termination, the holders of the Series D Preferred Stock shall not
be entitled to vote at any meeting of the stockholders for the election of
directors or for any other purpose or otherwise to participate in any action
taken by the Corporation or the stockholders thereof, or to receive notice of
any meeting of stockholders.
7. Ranking. As long as any shares of the Series D Preferred
Stock remain outstanding, the Corporation shall not, without obtaining the
prior written consent of the holders of at least a majority in number of the
shares of the Series D Preferred Stock then outstanding, create, authorize or
issue any other class or series of capital stock of the Corporation, the terms
of which provide that such class or series shall rank prior to the Series D
Preferred Stock in respect to dividend rights or rights upon dissolution,
liquidation or winding up of the Corporation; provided, however, the
Corporation may at any time create, authorize or issue, without the consent of
any of the holders of the Series D Preferred Stock, other classes or series of
capital stock which rank junior to, or on parity with, the Series D Preferred
Stock in respect to dividend rights and upon dissolution, liquidation or
winding up of the Corporation.
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IN WITNESS WHEREOF, Computer Integration Corp., a Delaware
corporation, has caused its corporate seal to be affixed hereto and this
Certificate of Designation to be signed by its President and Secretary this
15th day of April, 1996.
COMPUTER INTEGRATION CORP.
By:/s/ RONALD G. FARRELL
--------------------------------
Ronald G. Farrell, President
By:/s/ JOHN F. CHISTE
--------------------------------
John F. Chiste, Secretary
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COMPUTER INTEGRATION CORP.
CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS, AND LIMITATIONS OF SERIES E, 9% CUMULATIVE
CONVERTIBLE REDEEMABLE PREFERRED STOCK
Computer Integration Corp., a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), does
hereby certify:
That, pursuant to authority conferred upon the Board of
Directors of the Corporation ("Board of Directors") by the Certificate of
Incorporation of the Corporation (the "Certificate"), and pursuant to the
provisions of the Delaware General Corporation Law, said Board of Directors, on
April 3, 1996, duly adopted resolutions providing for the issuance of one
series, aggregating two hundred fifty (250) shares, of Series E, 9% Cumulative
Convertible Redeemable Preferred Stock (the "Series E Preferred Stock"), stated
value $4,000 and par value $.001 per share, which resolutions are as follows:
WHEREAS, Article Fourth of the Corporation's Certificate of
Incorporation, as amended, vests the authority in the Board of
Directors to issue shares of the Corporation's authorized preferred
stock in series with such rights, preferences and limitations as the
Board deems appropriate, without necessity of further action by the
stockholders of the Corporation;
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors
hereby creates, from the authorized but unissued shares of preferred
stock, par value $.001 per share, a series of the preferred stock to
consist of two hundred fifty (250) shares, designated "Series E, 9%
Cumulative Convertible Redeemable Preferred Stock" (the "Series E
Preferred Stock") and hereby fixes the voting powers, designation,
preferences and relative, participating, optional and other special
rights, and the qualifications, limitations or restrictions thereof,
of the shares of such Series as follows:
1. Designation. The designation of the series of stock created
by this resolution shall be "Series E, 9% Cumulative Convertible Redeemable
Preferred Stock" (the "Series E Preferred Stock") and the number of shares
constituting the Series E Preferred shall be two hundred fifty (250). Each
share of the Series E Preferred Stock shall have a stated value equal to
$4,000.
2. Dividends. The holders of the Series E Preferred Stock shall
be entitled to receive, when, as and if declared by the Board of Directors out
of the funds of the Corporation legally available therefore, cumulative
dividends at the annual rate of $360 per share, payable $180 per share on each
January 31st and July 31st, commencing July 31, 1996. Such dividends shall be
payable in cash or in kind. In the year in which shares of Series E Preferred
Stock are issued, in the event that the payment date for the purchase of shares
of Series E Preferred Stock shall be other than January 31st or July 31st, the
initial dividend shall accumulate and be payable
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pro rata only from the date of payment to the Corporation for the respective
shares of Series E Preferred Stock. If the dividend on the Series E Preferred
Stock for any dividend period shall not have been paid or set apart in full for
the Series E Preferred Stock, the aggregate deficiency shall be cumulative and
shall be fully paid or set apart for payment before any dividends shall be paid
upon or set apart for payment for any class of common stock of the Corporation
or any other class of preferred stock of the Corporation ranking junior
thereto. Accumulations of dividends on the Series E Preferred Stock shall not
bear interest.
3. Liquidation Preference. In the event of any liquidation,
dissolution or winding up of the affairs of the Corporation, whether voluntary
or otherwise, after payment or provision for payment of the debts and other
liabilities of the Corporation, the holders of the Series E Preferred Stock
shall be entitled to receive, before the holders of any of the common stock or
other classes of preferred stock of the Corporation ranking junior thereto, out
of the remaining net assets of the Corporation, the amount of $4,000 in cash or
in kind for each share of Series E Preferred Stock, plus an amount equal to all
dividends accrued but unpaid, if any, with respect to each such share up to the
date fixed for distribution. After such payment shall have been made in full
to the holders of the outstanding Series E Preferred Stock, or funds or assets
necessary for such payment shall have been set aside in trust for the account
of the holders of the outstanding Series E Preferred Stock, so as to be and
continue to be available therefor, the holders of the outstanding Series E
Preferred Stock shall be entitled to no further participation in such
distribution of the assets of the Corporation.
In the event, after payment or provision for payment of the
debts and other liabilities of the Corporation, the remaining net assets of the
Corporation are not sufficient to pay the liquidation preference of the holders
of the Series E Preferred Stock, no such distribution shall be made on account
of any shares of any other class or series of capital stock of the Corporation
ranking on a parity with the shares of the Series E Preferred Stock upon such
liquidation unless proportionate distributive amounts shall be paid on account
of each share of the Series E Preferred Stock, ratably, in proportion to the
full distributable amounts for which holders of all such parity shares,
including other shares of Series E Preferred Stock, are respectively entitled
upon such liquidation.
4. Conversion of Preferred Stock into Common Stock. Each share
of the Series E Preferred Stock shall be, under paragraph 4(a) below,
convertible at the option of the holder thereof and, under paragraph 4(b)
below, automatically and mandatorily converted upon the occurrence of the event
described therein; in either event, any such shares of Series E Preferred Stock
shall be converted into fully paid and nonassessable shares of the
Corporation's common stock, par value $.001 per share (the "Common Stock").
(a) Elective Conversion. Subject to any other provision
of this paragraph 4, each holder of record of any share(s) of Series E
Preferred Stock shall have the right to convert such holder's share(s) of
Series E Preferred Stock, in whole or in part, including all accrued but unpaid
dividends, if any, in accordance with the Conversion Ratio (defined below),
subject to
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the adjustments set forth below, at his or her option, at any time and from
time to time after the date of issuance of any share(s) of Series E Preferred
Stock.
In case any shares of Series E Preferred Stock shall
have been called for redemption pursuant to paragraph 5 hereof, any election to
convert under this paragraph 4(a) with respect to the shares so called for
redemption shall cease and terminate at the close of business on the tenth day
prior to the date fixed for the redemption of such shares, unless default shall
be made in the payment of the redemption price.
Any holder of a share or shares of Series E Preferred
Stock electing to convert his or her Series E Preferred Stock into Common Stock
shall surrender the certificate(s) representing all of the share(s) of Series E
Preferred Stock so to be converted, duly endorsed to the Corporation or in
blank, at the principal office of the Corporation (or such other place as may
be designated by the Corporation), and shall give written notice to the
Corporation at said office that he or she elects to convert the same and
therein set forth the name or names (with the address or addresses) in which
the shares of Common Stock are to be issued.
If the last day of the exercise period of the
conversion right in the city where the principal place of business of the
Corporation (or in the city of the principal office of such other entity as the
Corporation shall have designated as the place so to surrender Series E
Preferred Stock for conversion, as aforesaid) shall be a legal holiday or a day
on which banking institutions are authorized by law to close, then such
conversion right may be exercised in such city on the next succeeding day not
in such city a legal holiday or a day on which banking institutions are
authorized by law to close.
(b) Mandatory Conversion. Each share of the Series E
Preferred Stock, and all accrued but unpaid dividends, if any, shall
automatically and mandatorily convert, without the option of any holder of any
share(s) of Series E Preferred Stock or any action of the Corporation, to
shares of Common Stock in accordance with the Conversion Ratio (defined below)
as of the close of business on the date (the "Automatic Conversion Date"),
following a public offering of Common Stock by the Corporation, which ends a
ten (10) consecutive trading-day period during which a quote is available (such
trade dates need not occur on consecutive business days if no quote is
available for a given business day) and during which the average of the bid and
ask price of the Common Stock on the OTC Bulletin Board ("OTCBB") (or any
successor thereto) or on the NASDAQ Small-Cap Market(R), if then admitted for
trading thereon (or the average of the last reported sale price on the Nasdaq
National Market(R) System ("Nasdaq-NMS") or other national stock exchange on
which the Common Stock is principally traded, if the Common Stock is then
listed or admitted for trading on the Nasdaq- NMS or such other exchange),
equals or exceeds $4.00 per share (the "Automatic Conversion Price Level").
The term "principally traded" as used in this paragraph shall refer to that
national securities exchange or Nasdaq-NMS, if any, on which the greatest
number of shares of Common Stock have been traded during such ten (10) day
period.
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As soon as practicable after the Automatic Conversion
Date, the Corporation shall provide each holder of record of Series E Preferred
Stock with notice of the automatic conversion and the Automatic Conversion Date
and call upon the holders to surrender to the Corporation, in the manner and at
the place designated, the certificate(s) representing shares of the Series E
Preferred Stock. Such notice shall be by mail to each holder of the Series E
Preferred Stock at the address last shown on the records of the Corporation for
such holder or given by such holder to the Corporation for the holder for the
purpose of notice or, if no such address appears or is given, at the place
where the principal executive office of the Corporation is located.
Notwithstanding any failure by a holder to deliver the certificates
representing his or her shares of Series E Preferred Stock, after the Automatic
Conversion Date all such certificates of the Series E Preferred Stock shall be
deemed to represent the appropriate number of shares of Common Stock.
Notwithstanding any provision contained in this
paragraph 4(b), no share of the Series E Preferred Stock called for redemption
pursuant to paragraph 5 hereof shall automatically and mandatorily convert at
any time after the Corporation has provided notice of its intent to redeem such
shares pursuant to paragraph 5 hereof, unless the Corporation shall provide
notice to the holder on or before the date specified for redemption of such
shares of Series E Preferred Stock that it elects to have the mandatory
conversion provisions of this paragraph 4(b) apply and override the
Corporation's notice of redemption (the "Notice of Cancellation"). Unless such
Notice of Cancellation is provided, the automatic and mandatory conversion
under this paragraph 4(b) shall cease and terminate with respect to all shares
of Series E Preferred Stock so called for redemption at the close of business
on the date that the Corporation provides notice of such redemption pursuant to
Paragraph 5 hereof. The Corporation's redemption, including any related notice
to redeem, of certain shares of the Series E Preferred Stock shall have no
effect on the automatic and mandatory conversion under paragraph 4(b) of those
other shares of Series E Preferred Stock with respect to which notice of
redemption was not provided.
(c) Additional Provisions Applicable to All Conversions.
Any conversion of Series E Preferred Stock into Common Stock pursuant to this
paragraph 4 shall be subject to the following additional terms and provisions:
(1) All shares of the Series E Preferred Stock
and all accrued but unpaid dividends, if any, shall be convertible (or, as the
case may be, automatically converted) into Common Stock at the rate of $1.00
per share of Common Stock (initially equivalent to a rate of four thousand
(4,000) shares of Common Stock for each share of Series E Preferred Stock based
on the stated value of $4,000 of the Series E Preferred Stock) (the "Conversion
Ratio"), subject to the adjustments set forth in this paragraph 4(c) below.
(2) Subject to compliance with all applicable
securities laws, as soon as practicable after the surrender for conversion of
any certificate(s) representing Series E Preferred Stock (in the case of an
elective conversion) or after the Automatic Conversion Date (in the case of an
automatic conversion), the Corporation shall deliver or cause to be delivered
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at the principal office of the Corporation (or such other place as may be
designated by the Corporation), to each holder of Series E Preferred Stock,
certificates representing the shares of Common Stock issuable upon such
conversion, issued in such name or names as such holder may direct. Except as
otherwise provided herein, shares of the Series E Preferred Stock shall be
deemed to have been converted, in the case of an elective conversion pursuant
to paragraph 4(a), as of the close of business on the date of the surrender for
conversion of the certificates representing Series E Preferred Stock, or in the
case of an automatic conversion pursuant to paragraph 4(b), as of the close of
business on the Automatic Conversion Date, and in either case the rights of
such holders of the Series E Preferred Stock shall cease, and the person(s) in
whose name(s) the certificates for such shares are to be issued shall be
treated for all purposes as having become the record holder(s) of such Common
Stock, at such time, or if such day shall not constitute a business day, then
the close of business on the next succeeding business day.
(3) The Corporation shall not be required to
issue any fractions of shares of Common Stock upon conversions of any shares of
Series E Preferred Stock. If more than one share of Series E Preferred Stock
shall be surrendered for conversion at one time by the same holder, the number
of full shares of Common Stock which shall be issuable upon conversion of such
Series E Preferred Stock shall be computed on the basis of the aggregate number
of shares of the Series E Preferred Stock so surrendered. If any interest in a
fractional share of Common Stock would otherwise be deliverable upon the
conversion of any shares of Series E Preferred Stock, the Corporation shall
make adjustment for such fractional share interest by payment of an amount in
cash equal to the same fraction of the value of a full share of Common Stock of
the Corporation as determined by the Corporation, which determination shall be
conclusive.
(4) In the event that the Corporation shall at
any time subdivide or combine in a greater or lesser number of shares the
outstanding shares of Common Stock, the number of shares of Common Stock
issuable upon conversion of any shares of Series E Preferred Stock prior to the
occurrence of such event shall be proportionately increased in the case of
subdivision or decreased in the case of a combination, effective in either case
at the close of business on the date when such subdivision or combination shall
become effective.
(5) In the event that the Corporation shall be
consolidated with or merged into any other corporation, provision shall be made
as part of the terms of such consolidation or merger so that any holder of
Series E Preferred Stock may thereafter receive in lieu of Common Stock
otherwise issuable to him upon conversion of his or her Series E Preferred
Stock, but only in accordance with the conversion ratio stated in this
paragraph 4, the same kind and amount of securities as may be distributable
upon such consolidation or merger with respect to the Common Stock.
(6) In the event that the Corporation shall at
any time pay to the holders of Common Stock a dividend in Common Stock, the
number of shares of Common Stock of the Corporation issuable upon any
conversion of the Series E Preferred Stock shall be
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proportionately increased, effective following the close of business on the
record date for determination of the holders of Common Stock entitled to such
dividend.
(7) Such adjustments shall be made successively
if more than one event listed in paragraphs 4(c)(4), (5) or (6) shall occur;
provided, however, that no adjustment need be made by the Corporation until
such adjustments cumulatively aggregate at least five percent (5%) of the then
current Conversion Ratio.
(8) No adjustment of the Conversion Ratio shall
be made by any event or occurrence other than those enumerated in this
paragraph 4(c).
(9) The issuance of certificates for shares of
Common Stock upon conversion of any shares of the Series E Preferred Stock
shall be made without charge for any tax in respect of such issuance. However,
if any certificate is to be issued in a name other than that of the holder of
record as the Series E Preferred Stock so converted, the person or persons
requesting the issuance thereof shall pay to the Corporation the amount of any
tax which may be payable in respect of any transfer involved in such issuance,
or shall establish to the satisfaction of the Corporation that such tax has
been paid or is not due and payable.
5. Redemption of Preferred Stock. The Series E Preferred Stock
of any holder shall be redeemable, in whole or in part, at the option of the
Corporation by resolution of its Board of Directors, from time to time and at
any time, after the date that the Series E Preferred Stock certificate was
issued to the original holder of such shares of Series E Preferred Stock. The
redemption price shall equal $4,400, plus all dividends accrued and unpaid on
the Series E Preferred Stock so redeemed up to the date fixed for redemption.
The Corporation shall give notice of redemption as hereinafter provided.
In the event that less than the entire amount of the Series E
Preferred Stock outstanding is redeemed at any one time, the shares to be
redeemed shall be selected by lot in a manner to be determined by the Board of
Directors of the Corporation.
The Corporation shall give notice of redemption not less than
thirty (30) nor more than sixty (60) days prior to the date fixed for
redemption of the Series E Preferred Stock or any part thereof. Such notice
shall specify the time and place thereof and shall be given by mail to each
holder of record of shares of Series E Preferred Stock chosen for redemption at
the address last shown on the records of the Corporation for such holder or
given by such holder to the Corporation for the purpose of notice or, if no
such address appears or is given, at the place where the principal executive
office of the Corporation is located. Any notice which was mailed in the
manner herein provided shall be conclusively presumed to have been duly given
whether or not the holder received the notice.
Upon such redemption date, or upon such earlier date as the
Board of Directors shall designate for payment of the redemption price (unless
the Corporation shall default in the payment of the redemption price as set
forth in such notice), the holders of shares of Series E
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Preferred Stock selected for redemption to whom notice has been duly given
shall cease to be stockholders with respect to such shares and shall have no
interest in or claim against the Corporation by virtue thereof and shall have
no other rights with respect to such shares except the right to convert such
shares within the time hereinafter set forth and except the right to receive
the moneys payable upon such redemption from, the Corporation or otherwise,
without interest thereon, upon surrender (and endorsement, if required by the
Corporation) of the certificates, and the shares represented thereby shall no
longer be deemed to be outstanding.
Upon redemption or conversion of any share of Series E
Preferred Stock in the manner set out herein, or upon purchase of any share of
Series E Preferred Stock by the Corporation, the shares so acquired by the
Corporation shall be cancelled.
After giving any notice of redemption and prior to the close
of business on the tenth day prior to the redemption date, as hereinafter
provided, the holders of the Series E Preferred Stock so called for redemption
may convert such stock into Common Stock of the Corporation in accordance with
the conversion privileges set forth in paragraph 4(a) hereof.
In the event that the Corporation shall at any time subdivide
or combine in a greater or lesser number of shares the outstanding shares of
Series E Preferred Stock or issue shares of Common Stock as the form of a
dividend paid with respect to its Common Stock, the consideration payable upon
redemption of the Series E Preferred Stock shall be proportionately decreased
in the case of subdivision or increased in the case of a combination or the
payment of such a stock dividend, effective in either case at the close of
business on the date when such subdivision or combination shall become
effective.
6. Voting Rights.
(a) Except as otherwise required by law or as otherwise
specifically provided herein, the holders of the Series E Preferred Stock shall
not be entitled to vote at any meeting of the stockholders for the election of
directors or for any other purpose or otherwise to participate in any action
taken by the Corporation or the stockholders thereof, or to receive notice of
any meeting of stockholders.
(b) If at any time, and from time to time, the
Corporation shall default in paying two consecutive dividends for a period of
more than thirty (30) days as to each dividend payment date (an "Event of
Default"), then the holders of the Series E Preferred Stock shall have the
exclusive right, voting separately as a class, to elect one additional director
to the Board of Directors of the Corporation in the manner provided in
paragraph 6(d) below, and the holders of shares entitled to vote thereon other
than the Series E Preferred Stock shall be entitled to elect the remaining
members of the Board of Directors. Such voting rights shall remain vested
until all defaults respecting dividends shall have been cured, whereupon (i)
the holders of the Series E Preferred Stock shall be divested of such voting
right (subject, however, to such voting right at any time or from time to time
similarly arising and being divested); (ii) the term of any director then in
office elected by the holders of the Series E Preferred Stock shall terminate;
and (iii) the
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number of directors constituting the Board of Directors of the Corporation
shall be reduced by the same number by which it was increased at the time the
voting rights of the holders of the Series E Preferred Stock arose.
Notwithstanding anything to the contrary in this paragraph 6(b), any dividend
payment date which forms the basis of an Event of Default subsequently cured in
the manner described in the preceding sentence, may not be counted for purposes
of determining a subsequent Event of Default. In each instance in which the
holders of the Series E Preferred Stock shall be entitled to vote for directors
as provided herein, each such holder shall be entitled to one vote for each
share of the Series E Preferred Stock held.
(c) Directors elected by the holders of the Series E
Preferred Stock shall serve for a term ending on the earlier to occur of (i)
the first annual meeting of stockholders of the Corporation following an Event
of Default or (ii) until all defaults respecting dividends shall have been
cured. At each annual meeting of the Corporation's stockholders following an
Event of Default, until such default shall have been cured, the holders of
Series E Preferred Stock shall be entitled to elect one director to the Board
of Directors of the Corporation.
(d) At any time when the holders of the Series E
Preferred Stock shall have thus become entitled to elect directors, any
provision of the by-laws of the Corporation to the contrary notwithstanding, a
special meeting of the holders of Series E Preferred Stock may be called by the
holders of 51% of the Series E Preferred Stock for the purpose of electing
directors, by notice being mailed, first class postage prepaid, not less than
ten (10) days prior to the proposed date of such meeting, to each holder of
record of Series E Preferred Stock at his address as the same appears on the
Corporation's record of holders of the Series E Preferred Stock.
At any such special meeting at which the holders of the Series
E Preferred Stock shall be entitled to elect directors, the holders of a
majority of the then outstanding Series E Preferred Stock present in person or
by proxy shall be sufficient to constitute a quorum for the election of such
director. The person elected by the holders of the Series E Preferred Stock at
any meeting held in accordance with the terms of the preceding sentence shall
become a director as of the date of such election and, together with the
directors remaining in office or such persons, if any, as may be elected by the
holders of voting shares other than Series E Cumulative Preferred Stock, shall
constitute the Board of Directors of the Corporation. Any director so elected
by the holders of the Series E Preferred Stock may be removed by, and shall not
be removed except by, the vote of the holders of record of a majority of the
shares of the Series E Preferred Stock, voting as a single class at a meeting
of the stockholders, or of the holders of the Series E Preferred Stock called
for that purpose. Any vacancy, whether as a result of removal or otherwise, in
the office of a director elected by the holders of the Series E Preferred Stock
may be filled by, and shall only be filled by, the majority vote of the holders
of the Series E Preferred Stock, voting as a separate class. A meeting for the
removal of a director elected by the holders of the Series E Preferred Stock
and the filling of the vacancy created thereby or otherwise shall be called,
noticed and held in the same manner as provided for in the initial election of
such board members.
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(e) Notwithstanding the provisions of paragraph 6(d), the
election or removal of such directors may be evidenced by one or more written
consents executed by the holders of a majority of the then outstanding Series E
Preferred Stock without the necessity of a meeting, prior notice, and a formal
vote. Within ten (10) days after any such meeting or written consent, the
holders of the Series E Preferred Stock shall provide written notice to the
Corporation of the election, or removal, as the case may be, of such directors.
(f) Notwithstanding anything herein to the contrary,
within thirty (30) days of the end of the calendar quarter in which the holders
of the Series E Preferred Stock shall have thus become entitled to elect
directors, holders of 51% of the Series E Preferred Stock may, by written
consent to the Corporation, irrevocably terminate said voting rights. After
such written termination, the holders of the Series E Preferred Stock shall not
be entitled to vote at any meeting of the stockholders for the election of
directors or for any other purpose or otherwise to participate in any action
taken by the Corporation or the stockholders thereof, or to receive notice of
any meeting of stockholders.
7. Ranking. As long as any shares of the Series E Preferred
Stock remain outstanding, the Corporation shall not, without obtaining the
prior written consent of the holders of at least a majority in number of the
shares of the Series E Preferred Stock then outstanding, create, authorize or
issue any other class or series of capital stock of the Corporation, the terms
of which provide that such class or series shall rank prior to the Series E
Preferred Stock in respect to dividend rights or rights upon dissolution,
liquidation or winding up of the Corporation; provided, however, the
Corporation may at any time create, authorize or issue, without the consent of
any of the holders of the Series E Preferred Stock, other classes or series of
capital stock which rank junior to, or on parity with, the Series E Preferred
Stock in respect to dividend rights and upon dissolution, liquidation or
winding up of the Corporation. Without limiting the generality of the
foregoing, the Series E Preferred Stock shall rank on parity with: (i) the
Corporation's Series A, 9% Cumulative Convertible Redeemable Preferred Stock
with respect to dividends and the dissolution, liquidation or winding up of the
affairs of the Corporation, whether voluntary or otherwise; (ii) the
Corporation's Series B, Convertible Preferred Stock with respect to the
dissolution, liquidation or winding up of the affairs of the Corporation,
whether voluntary or otherwise; and (iii) the Corporation's Series C, 9%
Cumulative Convertible Redeemable Preferred Stock with respect to dividends and
the dissolution, liquidation or winding up of the affairs of the Corporation,
whether voluntary or otherwise.
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IN WITNESS WHEREOF, Computer Integration Corp., a Delaware
corporation, has caused its corporate seal to be affixed hereto and this
Certificate of Designation to be signed by its President and Secretary this
15th day of April 1996.
COMPUTER INTEGRATION CORP.
By: /s/ RONALD G. FARRELL
----------------------------
Ronald G. Farrell, President
By: /s/ JOHN F. CHISTE
----------------------------
John F. Chiste, Secretary
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STATE OF FLORIDA )
) SS:
COUNTY OF PALM BEACH )
The foregoing instrument was acknowledged before me this _____ day of
April, 1996, by Ronald G. Farrell as president of COMPUTER INTEGRATION CORP., a
Delaware corporation, on behalf of the corporation. He is (check one) X
personally known to me or _______ has produced ___________________________ as
identification.
Notary Public:
Signature /s/ Amy Beck
------------------------------
Amy Beck
(Notarial Seal) State of Florida at Large
Commission #: My Commission Expires:
STATE OF FLORIDA )
) SS:
COUNTY OF PALM BEACH )
The foregoing instrument was acknowledged before me this _____ day of
April, 1996, by John Chiste as secretary of COMPUTER INTEGRATION CORP., a
Delaware corporation, on behalf of the corporation. He is (check one) X
personally known to me or _______ has produced ___________________________ as
identification.
Notary Public:
Signature /s/ Amy Beck
------------------------------
Amy Beck
(Notarial Seal) State of Florida at Large
Commission #: My Commission Expires:
11