1
EXHIBIT 4.2
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
ACCUMED INTERNATIONAL, INC.
The undersigned, the President and Secretary of AccuMed International,
Inc., a Delaware corporation (the "Corporation"), do hereby certify as follows:
1. The Board of Directors of AccuMed International, Inc. duly adopted
a resolution, in accordance with Section 242 of the General Corporation Law of
the State of Delaware, to amend the Certificate of Incorporation of AccuMed
International, Inc. to increase the authorized shares of Common Stock from
30,000,000 shares to 50,000,000 shares, and declaring the advisability thereof.
2. At the Combined Annual and Special Meeting of Stockholders held on
May 23, 1997, dully called and held in accordance with the provisions of
Section 222 of the General Corporation Law of the State of Delaware, a majority
of the shares of the outstanding stock entitled to vote thereon, and a majority
of the outstanding stock of each class entitled to vote thereon as a class,
were voted in favor of such amendment in accordance with Section 242 of the
General Corporation Law of the State of Delaware.
3. Article FOURTH of the Certificate of Incorporation of the
Corporation is hereby amended to read in its entirety as follows:
FOURTH. The total number of shares of all classes of capital
stock which the Corporation shall have authority to issue is
55,000,000 shares, divided into two classes as follows:
5,000,000 shares of Preferred Stock of the par value
of $0.01 per share ("Preferred Stock"); and
1
2
50,000,000 shares of Common Stock of the par value of
$0.01 per share ("Common Stock").
The designations, powers, preferences and rights, and the
qualifications, limitations or restrictions of the above classes of
stock are as follows:
DIVISION I
PREFERRED STOCK
1. The board of directors is expressly authorized at any
time, and from time to time, to issue shares of Preferred Stock in one
or more series, and for such consideration as the board of directors
may determine, with such voting powers, full or limited but not to
exceed one vote per share, or without voting powers, and with such
designations, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions
thereof, as shall be stated in the resolution or resolutions providing
for the issue thereof, and as are not stated in this Certificate of
Incorporation, or any amendment thereto. All shares of any one series
shall be of equal rank and identical in all respects.
2. No dividend shall be paid or declared on any
particular series of Preferred Stock unless dividends shall be paid or
declared pro rata on all shares of Preferred Stock at the time
outstanding of each other series which ranks equally as to dividends
with such particular series.
3. Unless and except to the extent otherwise required by
law or provided in the resolution or resolutions of the board of
directors creating any series of Preferred Stock pursuant to this
Division I, the holders of the Preferred Stock shall have no voting
power with respect to any matter whatsoever. In no event shall the
Preferred Stock be entitled to more than one vote in respect of each
share of stock. Subject to the protective conditions or restrictions
of any outstanding series of Preferred Stock, any amendment to this
Certificate of Incorporation which shall increase or decrease the
authorized capital stock of any class or classes may be adopted by the
affirmative vote of the holders of a majority of the outstanding
shares of the voting stock of the Corporation.
4. Shares of Preferred Stock redeemed, converted,
exchanged, purchased, retired or surrendered to the Corporation, or
which have been issued and reacquired in any manner, shall, upon
compliance with any applicable provisions of the GCL, have the status
of authorized and unissued shares of Preferred Stock and may be
reissued by the board of directors as part of the series
2
3
of which they were originally a part or may be reclassified into and
reissued as part of a new series or as a part of any other series, all
subject to the protective conditions or restrictions of any
outstanding series of Preferred Stock.
DIVISION II
COMMON STOCK
1. DIVIDENDS. Subject to the preferential dividend
rights, if any, applicable to shares of the Preferred Stock and
subject to applicable requirements, if any, with respect to the
setting aside of sums for purchase, retirement or sinking funds for
the Preferred Stock, the holders of the Common Stock shall be entitled
to receive to the extent permitted by law, such dividends as may be
declared from time to time by the board of directors.
2. LIQUIDATION. In the event of the voluntary or
involuntary liquidation, dissolution, distribution of assets
or winding up of the Corporation, after distribution in full
of the preferential amounts, if any, to be distributed to the
holders of shares of the Preferred Stock, holders of the
Common Stock shall be entitled to receive all the remaining
assets of the Corporation of whatever kind available for
distribution to stockholders ratably in proportion to the
number of shares of Common Stock held by them respectively.
3. VOTING RIGHTS. Except as may be otherwise required
by law or this Certificate of Incorporation, each holder of
the Common Stock shall have one vote in respect of each share
of stock held by him or her of record on the books of the
Corporation on all matters voted upon by the stockholders.
DIVISION III
ELIMINATION OF PREEMPTIVE
RIGHTS
No holder of stock of any class of the Corporation shall be
entitled as a matter of right to purchase or subscribe for any part of
any unissued stock of any class, or of any additional stock of any
class or capital stock of the Corporation, or of any bonds,
certificates of indebtedness, debentures, or other securities
convertible into stock of the Corporation, now or hereafter
authorized, but any such stock or other securities convertible into
stock may be issued and disposed of pursuant to resolution by the
board of directors to such persons, firms,
3
4
corporations or associations and upon such terms and for such
consideration (not less than the par value or stated value thereof) as
the board of directors in the exercise of its discretion may determine
and as may be permitted by law without action by the stockholders.
IN WITNESS WHEREOF, we have signed this Certificate this 23rd day of
May 1997.
ACCUMED INTERNATIONAL, INC.
By: /s/ PETER P. GOMBRICH
Peter P. Gombrich, President
ATTEST:
/s/ JOYCE L. WALLACH
- ------------------------------
Joyce L. Wallach
Secretary
4