CERTIFICATE OF DESIGNATION OF
TERMS OF SECOND SERIES B PREFERENCE STOCK
DIMENSIONAL VISIONS GROUP, LTD. (the "Corporation" or "Company"), a
Delaware corporation, pursuant to Section 151 (g) of the General Corporation Law
of the State of Delaware, as amended, hereby certifies that:
1. The Board of Directors of the Corporation, pursuant to authority
expressly vested in it by the provisions of the Company's Restated
Certificate of Incorporation, duly adopted the following resolution
creating the second series of the Preference Stock of the Corporation
to consist initially of 200,000 shares and fixing the designations,
preferences and rights, and the qualifications, limitations and
restrictions thereof, of the shares of such series pursuant to a
unanimous vote of the Board of Directors held on October 1, 1993:
RESOLVED, that pursuant to authority expressly granted to the
Board of Directors by the provisions of this Corporations' Restated
Certificate of Incorporation, the Board of Directors hereby creates
the second series of the Preference Stock of the Corporation to
consist initially of 200,000 shares ("Second Series") and hereby fixes
the designations, preferences and rights, and qualifications,
limitations and restrictions thereof, of the shares of such series (in
addition to the designations, preferences and rights, and the
qualification, limitations and restrictions thereof, set forth in the
Restated Certificate of Incorporation which are applicable to this
Corporation's Preference Stock of all series) as follows:
i. DESIGNATION OF SERIES. The Second Series shall be designated
by the Series B Senior Redeemable Convertible Preference
Stock.
ii. NUMBER OF SHARES. The number of shares of the Second Series
shall be 200,000, which number from time to time may be
increased or decreased (but not below the number of shares
in the series then outstanding) by resolution of the Board
of Directors of the Corporation.
iii. DIVIDENDS The dividend rate of the Second Series shall be 8%
per share per annum in cash, and no more, which shall be
payable from funds legally available foe that purpose
annually on June 30 of each year, commencing on June 30,
1994. Dividends on shares of the Second Series shall
cumulate from the date of their purchase, but accruals of
the dividends will not bear interest. If such dividends for
any quarterly period are not paid in full, holders of shares
of the Second Series shall participate ratable, with the
holders of all shares of Preference Stock (excluding the
shares of such series thereof, if any, which by their terms
rank junior as to dividends to the shares of the Second
Series), in any cash dividends paid for such period, in
proportion to the full amounts of dividends for such period
to which they are entitled, and the Corporation shall not
pay cash dividends to the holders of shares of Preference
Stock for any subsequent period or to holders of shares of
Preference Stock of any series which by their terms rank
junior to the shares of the Second Series until all such
dividends accrued on shares of the Second Series have been
paid in full.
iv. REDEMPTION. Share of the Second Series shall be redeemable
at the Corporation's sole option in whole or in any part at
any time or times after the fifth anniversary of the date of
their issue, but not earlier, at the price of $10 per share
plus in each case an amount equal to all dividends
accumulated but unpaid on such shares to the date fixed for
redemption whether or not earned or declared ( the
"redemption price"). Notice of every redemption, stating the
date fixed for redemption, the redemption price, and the
place of payment thereof, shall be given by mailing a copy
of such notice no later than the thirtieth day and not
earlier than the sixtieth day prior to the date fixed for
redemption to the holders of the record of the shares to be
redeemed at their addresses as the same shall appear on the
books of the Corporation. The Corporation, upon or after
mailing notice of redemption as aforesaid or upon or after
irrevocably authorizing the bank or trust company in the
city of Philadelphia, Pennsylvania, or such other place as
may be determined by the Corporation's Board of Directors,
an amount equal to the redemption price of the shares to be
redeemed, which amount shall be payable to the holders of
such shares upon surrender of certificates therefor on or
after the redemption date or prior thereto if so directed by
the Board. Upon such deposit, or if no such deposit is made
then from and after the date fixed for redemption unless the
Corporation shall default in making payment of the
redemption price upon surrender of certificates as
aforesaid, the shares called for redemption shall cease to
be outstanding and shall be deemed to have been acquired by
the Corporation and the holders thereof shall cease to be
stockholders with respect to such shares and shall have no
interest in or claim against the Corporation with respect to
such shares other than the right to receive the redemption
price from such bank or trust company or from the
Corporation, as the case may be, without interest thereon,
upon surrender of certificates as aforesaid; provided that
conversation rights of shares called for redemption shall
terminate at the close of business on the fifth day prior to
the date fixed for redemption unless default shall be made
on payment of the redemption price. In case any holder of
shares of the Second Series which have been called for
redemption shall not, within six years after the date of
such deposit, have claimed the amount deposited with respect
to the redemption thereof, such bank, or trust company, upon
demand, shall pay over to the Corporation such unclaimed
amount and shall thereupon be relieved of all responsibility
in respect thereof to such holder, and thereafter such
holder shall look only to the Corporation for payment
thereof. The Corporation shall be entitled to any interest
that may be paid on funds so deposited.
v. LIQUIDATION PREFERENCE. In the event of a voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation, holders of shares of the Second Series shall
have a liquidation preference over holders of the
Corporation's Common Stock and holders of the Corporation's
Series A Preferred Stock. Neither the merger nor the
consolidation of the Corporation into or any corporation,
nor any sale, transfer or lease of all or part of the
Corporation's assets, shall be deemed a liquidation of the
Corporation within the meaning of this paragraph (v).
vi. CONVERSION RIGHTS. Any holder of shares of the Second Series
may convert any or all of such shares into fully paid and
non-assessable shares of Common Stock of the Corporation
(hereafter called "Common Stock") on the terms, at the
times, and in the manner hereinafter set forth.
a. Shares of the Second Series may be converted at any
time one hundred and eighty (180) days from the date
the shares were purchased into shares of Common Stock
at the rate of one hundred shares of Common Stock for
each share of the First Series, such rate should be
subject to adjustment as hereinafter provided, except
that as to any shares of such series which are called
for redemption pursuant to paragraph (iv) hereof the
right of conversion shall terminate at the close of
business on the fifth day prior to the date fixed for
redemption unless default shall be made in the payment
of redemption price. Upon conversion no adjustment
shall be made for dividends either on the shares being
converted or on the Common Stock issued thereupon.
b. Any holder of shares of the Second Series who elects to
convert them shall surrender the certificate therefor
at the principal office of any Transfer Agent, or the
Corporation as the case may be, for such shares, with
the form of written notice endorsed on such certificate
of his/her election to convert them completed. If
necessary under the circumstances such certificate
shall be endorsed for transfer or accompanied by
executed instruments of transfer, together with such
other transfer papers as the Transfer Agent may
reasonably require. The Corporation or such Transfer
Agent, as the case may be, may require, as a condition
to the exercise of the conversion privilege, the
payment of any transfer tax or other governmental
charge (but not any tax payable upon the issue of stock
deliverable upon such conversion) that may be imposed
upon any transfer incidental or prior to the
conversion, or the submission of proper proof that the
same has been paid. The conversion privilege shall be
deemed to have been exercised, and the shares of Common
Stock issuable upon such conversion shall be deemed to
have been issued, upon the date the Transfer Agent, or
the Corporation as the case may be, receives for
conversion the certificate representing such shares
with the required terms for conversion satisfied,
except that as to any shares of such series which are
surrendered for conversion on a date which is less than
five business days preceding the date fixed for the
determination of holders of Common Stock entitled to
receive rights to subscribe for or to purchase shares
of Common Stock or other securities of the Corporation
convertible to Common Stock, the conversion privilege
shall be deemed to have been exercised on the business
day next succeeding the date fixed for such
determination. Each person entitled to receive the
Common Stock issuable upon such conversion shall from
the same date be treated as the record holder of such
Common Stock, and the person who surrenders such shares
for conversion shall on that date cease to be treated
as the record holder of the shares surrendered.
c. The Corporation shall not issue in connection with the
conversion of share of the Second Series certificates
for a fraction on one share of Common Stock, but in
lieu thereof shall pay to any person who would
otherwise be entitled thereto an amount of case equal
to such fraction multiplied by the Market Price of the
Common Stock on the last business day of the week
preceding the week in which the conversion privilege
was deemed to have been exercised. As used herein,
"Market Price" means the last reported sale price
regular way on such day or, in case no such reported
sale takes place on such day, the reported closing bid
price regular way, in either case on the principal
national securities exchange on which the Common Stock
is then listed or, if not listed on any national
securities exchange, the closing bid price in the
over-the-counter market as reported by any New York
Stock Exchange member firm selected from time to time
by the Board of Directors for that purpose.
d. As soon as practicable after the effective date of
conversion of any shares of the Second Series, the
Corporation shall deliver to the person or persons
entitled thereto, at the principal office of the
Transfer Agent at which such stock was surrendered for
conversion, or the Corporation as the case may be,
certificates representing the shares of Common Stock
and any cash to which such person or persons shall be
entitled on such conversion.
e. The conversion rate set forth in subparagraph (a) of
this paragraph (vi) shall be subject to adjustment as
follows:
1. if the Corporation subdivides the outstanding
shares of its Common Stock into a greater number
of shares or combines them into a smaller number
of shares, the conversion rate in effect
immediately prior to such subdivision or
combination shall be proportionately increased or
decreased effective at the opening of business on
the day following the day upon which such
subdivision or combination becomes effective;
2. if the Corporation fixes a record date for the
purpose of determining the holders of shares of
Common Stock, entitled to receive any dividend in
Common Stock, the conversion rate in effect
immediately prior to such record date shall be
proportionally increased effective at the opening
of business on the day following such a record
date, provided that if for any reason the plan to
pay such dividend in Common Stock is legally
abandoned before payment, that any adjustment made
in the conversion rate by reason of the passage of
such record date shall be cancelled as of the date
the plan is abandoned;
3. the insurance to all holders of Common Stock of
the corporation of rights to subscribe to Common
Stock at a price lower than 90% of the Market
Price (defined above) thereof as of the close of
business on the last business day of the week
preceding such insurance of rights shall be deemed
to constitute the payment of a dividend in Common
Stock (and the record date therefore shall be
deemed to have been fixed as the date of insurance
of such rights)of that number of shares which is
determined by dividing the Market Price per share
as of such time into the difference between (A)
the total Market Price as of such time of the
number of shares purchasable upon exercise of such
rights and (B) the total offering price of such
shares; and
4. In the case of the Corporation shall issue, prior
to January 1st, 1995, shares of its Common Stock
in excess of twenty million (20,000,000) shares,
then the conversion rate shall be proportionately
increased. However, in calculating the twenty
million (20,000,000) shares, shares of Common
Stock issued in connection with the Second Series
shall not be counted and no adjustment in the
conversion rate will be made for those shares. The
twenty million (20,000,000) share amount shall be
proportionately adjusted in the event the
Corporation subdivided the outstanding shares of
its Common Stock into a greater number of shares
or combines them into a smaller number of shares
prior to January 1st, 1995.
f. In case of
1. any reclassification or change of the Common Stock
of the Corporation other than a change in its' par
value, a change from par value to no par value or
case provided in subparagraph (c) of this
paragraph (vi), or
2. a merger of consolidation in which the Corporation
is not the continuing corporation,
provision shall be made so that holders of the Second
Series shall thereafter have the right to convert each
share thereof into the kind and amount of shares or
stock or other securities or property receivable upon
such reclassification, change, merger or consolidation
by a holder of the number and kind of shares of capital
stock of the Corporation into which such shares of the
Second Series were convertible immediately prior
thereto. In any such case the Board of Directors shall
determine the manner in which the adjustments provided
for in subparagraph (e) of the paragraph (vi) shall
thereafter be made.
g. Whenever the conversion rate is required to be adjusted:
1. the Corporation shall file a certificate setting
forth such adjusted conversion rate and the facts
upon which the adjustment is based with the
Transfer Agents for shares of the Second Series
and the Transfer Agents for the Common Stock and
thereafter (until further adjusted) conversion
rate shall be as set forth in such certificate;
and
2. the Corporation shall mail notice of such adjusted
conversion rate to each holder of shares of the
Second Series.
vii. VOTING RIGHTS. Except as provided below, holders of shares
of the Second Series shall have the general power to vote in
the election of directors and for all other purposes, on the
basis of one hundred (100) votes per share of the Second
Series. Holders of shares of the Second Series shall not
have the general power to vote on any matters on which they
are entitled to vote as a series or as a part of the class
of Preference Stock, regardless of series.