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EXHIBIT 3.4
CERTIFICATE OF DETERMINATION
OF
PREFERENCES OF PREFERRED STOCK
OF
INTERNATIONAL AIRCRAFT INVESTORS
MICHAEL P. GRELLA and STUART M. WARREN certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of International Aircraft Investors, a California corporation
(the "Company").
2. Pursuant to authority given by the Company's Articles of
Incorporation, as amended, the Board of Directors of the Company has duly
adopted the following recitals and resolutions:
WHEREAS, the Articles of Incorporation of the Company provide for a
class of shares known as Preferred Stock, issuable from time to time in one or
more series; and
WHEREAS, the Board of Directors of the Company is authorized to
determine or alter the rights, preferences, privileges and restrictions granted
to or imposed upon any wholly unissued series of Preferred Stock, to fix the
number of shares constituting any such series, and to determine the designation
thereof, or any of them; and
WHEREAS, the Company desires, pursuant to its authority as aforesaid,
to determine and fix the rights, preferences, privileges and restrictions
relating to a series of said Preferred Stock and the number of shares
constituting and the designation of said series;
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby
fixes and determines the designation of, the number of shares constituting, and
the rights, preferences, privileges and restrictions relating to, said series
of Preferred Stock as follows:
A. Five Million (5,000,000) shares of the Corporation's Preferred Stock
shall be designated as "Convertible Preferred Stock" (the "Convertible
Preferred Stock"). Certain other capitalized terms used in this Certificate
are defined in paragraph B6 hereof. Each share of Convertible Preferred Stock
is hereinafter referred to as a "Share."
B.
1. Liquidation.
Upon any liquidation, dissolution or winding up of the Company, the
holders of the Convertible Preferred Stock will be entitled to be paid, before
any distribution or payment is made upon any other equity securities of the
Company, an amount in cash equal to the sum of
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the aggregate Liquidation Value of all shares of Convertible Preferred Stock
outstanding, and thereafter participate with holders of the Common Stock in the
distribution of the remaining assets of the Company to the same effect as if
their shares had been converted to Common Stock. If upon any such liquidation,
dissolution or winding up, the assets of the Company are insufficient to permit
payment to such holders of the Convertible Preferred Stock of the aggregate
amount which such holders are entitled to be paid, then the entire assets to be
distributed will be distributed ratably among such holders based upon the
aggregate Liquidation Value of the Convertible Preferred Stock held by such
holder. The Company will mail written notice of such liquidation, dissolution
or winding up, not less than 30 days prior to the payment date stated therein,
to each record holder of Convertible Preferred Stock. Neither the
consolidation or merger of the Company into or with any other corporation or
corporations, nor the sale or transfer by the Company of all or any part of its
assets, nor the reduction of the capital stock of the Company, will be deemed
to be a liquidation, dissolution or winding up of the Company within the
meaning of this paragraph B1.
2. Conversion.
2(a). Conversion Procedure.
(i) Any holder of Convertible Preferred Stock may at any
time convert all or any of the Shares held by such holder into shares of Common
Stock. The number of shares of Common Stock to be received upon the conversion
of Shares by such holder will be computed by multiplying the number of Shares to
be converted by $1.00 and dividing the result by the Conversion Price then in
effect.
(ii) Each conversion of Shares of Convertible Preferred
Stock into Common Stock will be deemed to have been effected as of the close of
business on the date on which the certificate or certificates representing the
Shares to be converted have been surrendered at the principal office of the
Company. At such time as such conversion has been effected, the rights of the
holder of such surrendered Shares as such holder will cease and the Person or
Persons in whose name or names any certificate or certificates for appropriate
shares of Common Stock are to be issued upon such conversion will be deemed to
have become the holder or holders of record of the Shares of Common Stock
represented thereby.
(iii) As soon as possible after a conversion has been
effected, the Company will deliver to the converting holder:
(x) a certificate or certificates representing the number
of shares of Common Stock issuable by reason of such conversion in
such name or names and such denomination or denominations as the
converting holder has specified; and
(y) a certificate representing any Shares which were
represented by the certificate or certificates delivered to the
Company in connection with such conversion but which were not
converted.
(iv) The issuance of certificates for shares of Common
Stock upon conversion of Convertible Preferred Stock will be made without
charge to the holders of such Convertible
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Preferred Stock or for any issuance tax in respect thereof or other cost
incurred by the Company in connection with such conversion and the related
issuance of shares of Common Stock.
(v) The Company will not close its books against the
transfer of Convertible Preferred Stock in any manner which interferes with the
timely conversion of Convertible Preferred Stock.
(vi) If any fractional share of Common Stock would, except
for the provisions of this subparagraph (vi) , be deliverable upon any
conversion of the Convertible Preferred Stock, the Company, in lieu of
delivering the fractional share thereof, will pay an amount to the holder
thereof equal to the Market Price of such fractional share as of the date of
conversion.
2(b). Conversion Price for Conversion of Convertible Preferred Stock
into Common Stock.
(i) The initial Conversion Price for conversion of
Convertible Preferred Stock into Common Stock will be $1.00. In order to
prevent dilution of the conversion rights granted under this paragraph, the
Conversion Price will be subject to adjustment from time to time pursuant to
this paragraph B2.
(ii) If and whenever on or after the original date of
issuance of the Convertible Preferred Stock, the Company issues or sells, or in
accordance with paragraph B2(c) is deemed to have issued or sold, any shares of
Common Stock for a consideration per share less than the Conversion Price in
effect immediately prior to the time of such issue or sale, then forthwith upon
such issue or sale, the Conversion Price will be reduced to the amount of such
consideration paid per Share.
2(c). Effect on Conversion Price of Certain Events. For purposes of
determining the adjusted Conversion Price under paragraph B2(b), the following
will be applicable:
(i) Issuance of Rights or Options. If the Company in any
manner grants any rights or options to subscribe for or to purchase Common
Stock or any stock or other securities convertible into or exchangeable for
Common Stock (such rights or options being herein called "Options" and such
convertible or exchangeable stock or securities being herein called
"Convertible Securities") and the price per share for which Common Stock is
issuable upon the exercise of such Options or upon conversion or exchange of
such Convertible Securities is less than the Conversion Price in effect
immediately prior to the time of the granting of such Options, then the total
maximum number of shares of Common Stock issuable upon the exercise of such
Options or upon conversion or exchange of the total maximum amount of such
Convertible Securities issuable upon the exercise of such Options will be
deemed to be outstanding and to have been issued and sold by the Company for
such price per share. For purposes of this paragraph, the "price per share for
which Common Stock is issuable" will be determined by dividing (x) the total
amount, if any, received or receivable by the Company as consideration for the
granting of such Options plus the minimum aggregate amount of additional
consideration payable to the Company upon exercise of all such Options, plus in
the case of such Options which relate to Convertible Securities, the minimum
aggregate amount of additional
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consideration, if any, payable to the Company upon the issuance or sale of such
Convertible Securities and the conversion or exchange thereof, by (y) the total
maximum number of shares of Common Stock issuable upon the exercise of such
Options or upon the conversion or exchange of all such Convertible Securities
issuable upon the exercise of such Options. Because the appropriate adjustments
will have been made at the time the Options were issued, no further adjustment
of the Conversion Price will be made when Convertible Securities are actually
issued upon the exercise of such Options or when Common Stock is actually issued
upon the exercise of such Options or the conversion or exchange of such
Convertible Securities.
(ii) Issuance of Convertible Securities. If the Company
in any manner issues or sells any Convertible Securities and the price per
share for which Common Stock is issuable upon such conversion or exchange is
less than the Conversion Price in effect immediately prior to the time of such
issue or sale, then the maximum number of shares of Common Stock issuable upon
conversion or exchange of all such Convertible Securities will be deemed to be
outstanding and to have been issued and sold by the Company for such price per
share. For the purposes of this paragraph, the "price per share for which
Common Stock is issuable" will be determined by dividing (x) the total amount
received or receivable by the Company as consideration for the issue or sale of
such Convertible Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the conversion or exchange
thereof, by (y) the total maximum number of shares of Common Stock issuable
upon the conversion or exchange of all such Convertible Securities. Because
the appropriate adjustments will have been made at the time the Convertible
Securities were issued, no further adjustment of the Conversion Price will be
made when Common Stock is actually issued upon the conversion or exchange of
such Convertible Securities, and if any such issue or sale of such Convertible
Securities is made upon exercise of any Options for which adjustments of the
Conversion Price had been or are to be made pursuant to other provisions of
this paragraph B2, no further adjustment of the Conversion Price will be made
by reason of such issue or sale.
(iii) Change in Option Price or Conversion Rate. If the
purchase price provided for in any Options, the additional consideration, if
any, payable upon the conversion or exchange of any Convertible Securities, or
the rate at which any Convertible Securities are convertible into or
exchangeable for Common Stock change at any time (other than under or by reason
of provisions designed to protect dilution of the type set forth in this
paragraph B2 and which have no more favorable effect on the holders of such
Options or Convertible Securities than this paragraph B2 would have if this
paragraph B2 were included in such Options or Convertible Securities) , the
Conversion Price in effect at the time of such change will be readjusted to the
Conversion Price which would have been in effect at such time had such Options
or Convertible Securities still outstanding provided for such changed purchase
price, additional consideration or changed conversion rate, as the case may be,
at the time initially granted, issued or sold; provided that such adjustment of
the Conversion Price will be made only if as a result thereof the Conversion
Price then in effect would be reduced. If the purchase price provided for in
any Option, the additional consideration (if any) payable upon the conversion
or exchange of any Convertible Securities, or the rate at which any Convertible
Securities are convertible into or exchangeable for Common Stock, is reduced at
any time under or by reason of provisions with respect thereto designed to
protect against dilution of the type set forth herein and which have no more
favorable effect on the holders of such Options or Convertible
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Securities than the provisions hereof would have if the provisions hereof were
included in such Options or Convertible Securities, then in the case of the
delivery of Common Stock upon the exercise of any such Option or other
conversion or exchange of any such Convertible Security, the Conversion Price
then in effect hereunder will forthwith be adjusted to such respective amount
as would have been obtained had such Option or Convertible Security never been
issued as to such Common Stock and had adjustments been made upon the issuance
of the Shares of Common Stock delivered.
(iv) Treatment of Expired Options and Convertible
Securities. Upon the expiration of any Option or the termination of any right
to convert or exchange any Convertible Securities without the exercise of such
Option or right, the Conversion Price then in effect hereunder will be adjusted
to the Conversion Price which would have been in effect at the time of such
expiration or termination had such Option or Convertible Securities, to the
extent outstanding immediately prior to such expiration or termination, never
been issued.
(v) Calculation of Consideration Received. If any Common
Stock, Options or Convertible Security is issued or sold or deemed to have been
issued or sold for cash, the aggregate consideration received therefor (i.e.,
the total amount paid by the purchasers of such securities less any commissions
paid to brokers) will be deemed to be the net amount received by the Company
therefor. In case any Common Stock, Options or Convertible Securities are
issued or sold for a consideration other than cash, the amount of the
consideration other than cash received by the Company will be the fair value of
such consideration, except where such consideration consists of securities, in
which case the amount of consideration received by the Company will be the
Market Price thereof as of the date of receipt. In computing the Market Price
for the purpose of a note or other obligation which is not listed on a
securities exchange or quoted in the NASDAQ System or reported by the National
Quotation Bureau, Incorporated, the total consideration received by the Company
(including interest) will be discounted at the prime rate of interest at Bank
of America in effect at the time the note or obligation is deemed to have been
issued. In case any Common Stock, Options or Convertible Security is issued in
connection with any merger in which the Company is the surviving company, the
amount of consideration therefor will be deemed to be the fair value of such
portion of the net assets and business of the non-surviving corporation as is
attributable to such Common Stock, Options or Convertible Securities, as the
case may be. The fair value of any consideration other than cash and
securities will be determined jointly by the Company and the holders of a
majority of the outstanding Convertible Preferred Stock. If such parties are
unable to reach agreement within a reasonable period of time, the fair value of
such consideration will be determined by an appraiser jointly selected by the
Company and the holders of a majority of the outstanding Convertible Preferred
Stock.
(vi) Integrated Transactions. In case any Option is
issued in connection with the issue or sale of other securities of the Company,
together comprising one integrated transaction in which no specific
consideration is allocated to such Option by the parties thereto, the Option
will be deemed to have been issued without consideration.
(vii) Reacquired Shares. The number of shares of Common
Stock outstanding at any given time does not include any shares owned or held
by or for the account of the
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Company or any subsidiary, and the disposition of any such shares so owned or
held will be considered an issue or sale of Common Stock.
(viii) Record Date. If the Company takes a record of the
holders of Common Stock for the purpose of entitling them (x) to receive a
dividend or other distribution payable in Common Stock, Options or in
Convertible Securities or (y) to subscribe for or purchase Common Stock,
Options or Convertible Securities, then such record date will be deemed to be
the date of the issue or sale of the Shares of Common Stock deemed to have been
issued or sold upon the declaration of such dividend or upon the making of such
other distribution or the date of the granting of such right of subscription or
purchase, as the case may be.
2(d). Subdivision or Combination of Common Stock. If the Company at
any time subdivides (by any stock split, stock dividend or otherwise) one or
more classes of its outstanding shares of Common Stock into a greater number of
shares, the Conversion Price in effect immediately prior to such subdivision
will be proportionately reduced, and if the Company at any time combines (by
reverse stock split or otherwise) one or more classes of its outstanding shares
of Common Stock into a smaller number of shares, the Conversion Price in effect
immediately prior to such combination will be proportionately increased.
2(e). Reorganization, Reclassification Consolidation, Merger or
Sale. Any capital reorganization, consolidation, merger or any sale of all the
Company's assets to another Person which is effected in such a way that holders
of Common Stock are entitled to receive (either directly or upon subsequent
liquidation) stock, securities or assets with respect to or in exchange for
Common Stock, is referred to herein as an "Organic Change." Prior to the
consummation of any Organic Change, the Company will make appropriate provision
(in form and substance satisfactory to the holders of a majority of the
Convertible Preferred Stock than outstanding) to insure that each of the
holders of Convertible Preferred Stock or Common Stock will thereafter have the
right to acquire and receive in lieu of or in addition to the Shares of Common
Stock immediately theretofore acquirable and receivable upon the conversion of
such holder's Convertible Preferred Stock, such shares of stock, securities or
assets as such holder would have received in connection with such Organic
Change if such holder had converted his Convertible Preferred Stock immediately
prior to such Organic Change. In any such case appropriate provisions (in form
and substance satisfactory to the holders of a majority of the Convertible
Preferred Stock then outstanding) will be made to insure that the provisions of
this paragraph B2 and paragraphs B3 and B4 hereof will thereafter be applicable
to the Convertible Preferred Stock and Common Stock (including, in the case of
any such consolidation, merger or sale in which the successor corporation or
purchasing corporation is other than the Company, an immediate adjustment of
the Conversion Price to the value for the Common Stock reflected by the terms
of such consolidation, merger or sale, and a corresponding immediate adjustment
in the number of shares of Common Stock acquirable and receivable upon
conversion of Convertible Preferred Stock, if the value so reflected is less
than the Conversion Price in effect immediately prior to such consolidation,
merger or sale). The Company will not effect any such consolidation, merger or
sale, unless prior to the consummation thereof, the successor corporation (if
other than the Company) resulting from such consolidation or merger or the
corporation purchasing such assets assumes by written instrument (in form
reasonably satisfactory to the holders of a majority of the Convertible
Preferred Stock then outstanding),
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the obligation to deliver to each such holder such shares of stock, securities
or assets as, in accordance with the foregoing provisions, such holder may be
entitled to acquire.
2(f). Certain Events. If any event occurs of the type contemplated
by the provisions of this paragraph B2 but not expressly provided for herein,
then the board of directors of the Company will make an appropriate adjustment
in the Conversion Price so as to protect the rights of the holders of
Convertible Preferred Stock.
2(g). Notices.
(i) Immediately upon any adjustment of the Conversion
Price, the Company will send written notice thereof to all holders of
Convertible Preferred Stock.
(ii) The Company will send written notice to all holders
of Convertible Preferred Stock at least 30 days prior to the date on which the
Company closes it books or takes a record (x) with respect to any dividend or
distribution upon Common Stock, (y) with respect to any pro rata subscription
offer to holders of Common Stock or (z) for determining rights to vote with
respect to any organic Change, dissolution or liquidation.
(iii) The Company will also give to the holders of
Convertible Preferred Stock at least 30 days prior written notice of the date
on which any Organic Change, dissolution or liquidation will take place.
3. Voting Rights.
Holders of Shares will to the extent permitted by law be entitled to
vote on matters submitted to a vote of stockholders of the Company as if the
Shares were converted into shares of Common Stock pursuant to the other
provisions hereof on the record date for determining who is so entitled to
receive notice of and vote upon any such matter, or, if no record was taken,
the date as of which holders of Common Stock entitled to vote was determined.
4. Dividends.
(a) If the Company declares or pays a dividend upon the Common
Stock payable other than in cash out of earnings or earned surplus (determined
in accordance with generally accepted accounting principles, consistently
applied) except a stock dividend payable in shares of Common Stock (a
"Liquidating Dividend"), then the Company will pay to the holders of the
Convertible Preferred Stock at the time of payment of a Liquidating Dividend
the Liquidating Dividends which would have been paid on the Common Stock which
they would have been entitled to receive had the Convertible Preferred Stock
been converted immediately prior to the date on which a record is taken, or, if
no record is taken, the date as of which the record holders of Common Stock
entitled to such dividends are to be determined.
(b) If the Company declares or pays a dividend upon the Common
Stock in cash or property, except a stock dividend payable in shares of Common
Stock (a "Cash Dividend"), then the Company will pay to the holders of the
Convertible Preferred Stock at the time of payment
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of the Cash Dividend the Cash Dividends they would have been entitled to
receive had the Convertible Preferred Stock been converted immediately prior to
the date on which a record is taken or if no record is taken, the date as of
which the record holders of Common Stock entitled to such dividends are to be
determined.
5. Purchase Rights.
If at any time the Company grants, issues or sells any Options,
Convertible Securities or rights to purchase stock, warrants, securities or
other property pro rata to the record holders of Common Stock (the "Purchase
Rights"), then each holder of Convertible Preferred Stock will be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which such holder could have acquired if such holder had held
the number of shares of Common Stock acquirable upon conversion of such
holder's Convertible Preferred Stock immediately before the date on which a
record is taken for the grant, issuance or sale of such Purchase Rights, or, if
no such record is taken, the date as of which the record holders of Common
Stock are to be determined for the grant, issue or sale of such Purchase
Rights.
6. Definitions.
"Common Stock" means, collectively, the Company's Common Stock, $.01
par value, and any capital stock of any class of the Company hereafter
authorized which is not limited to a fixed sum or percentage of par value,
stated value or liquidation value in respect to the rights of the holders
thereof to participate in dividends or in the distribution of assets upon any
liquidation, dissolution or winding up of the Company; provided that if there
is a change such that the securities issuable upon conversion of the
Convertible Preferred Stock are issued by an entity other than the Company or
there is a change in the class of securities so issuable then the term "Common
Stock" will mean shares of the security issuable upon conversion of the
Convertible Preferred Stock if such security is issuable in shares, or will
mean the smallest units in which such security is issuable if such security is
not issuable in shares.
"Common Stock Deemed Outstanding" means, at any given time, the number
of shares of Common Stock actually outstanding at such time, plus the number of
shares of Common Stock deemed to be outstanding pursuant to paragraph B2 above.
"Liquidation Value" of any Share of Convertible Preferred Stock as of
any particular date will be equal to the sum of $1.00 plus any unpaid dividends
on such Share added to the Liquidation value of such Share.
"Market Price" of any security means the average of the closing prices
of such security's sales on the primary securities exchange on which such
security may at the time be listed, or, if there has been no sales on such
exchange on any day, the average of the highest bid and lowest asked prices on
such exchange at the end of such day, or, if on the day such security is not so
listed, the average of the representative bid and asked prices quoted in the
NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security
is not quoted in the NASDAQ System, the average of the high and low bid and
asked prices on such day in the domestic over-the-counter market as reported by
the National Quotation Bureau, Incorporated,
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or any similar successor organization, in each such case averaged over a period
of five days consisting of the day as of which "Market Price" is being
determined and the four consecutive business days prior to such day. If at any
time such security is not listed on any securities exchange or quoted in the
NASDAQ System or the over-the-counter market, the "Market Price" will be the
fair value thereof determined jointly by the Company and the holders of a
majority of the Convertible Preferred Stock. If such parties are unable to
reach agreement, such fair value will be determined by appraisers jointly
selected by the Company and the holders of a majority of the Convertible
Preferred Stock.
"Officer's Certificate" means a certificate signed by the Company's
president or its chief financial officer, stating that (x) the Person signing
such certificate has made or has caused to be made such investigations as are
necessary in order to permit him to verify the accuracy of the information set
forth in such certificate and (y) to the best of such Person's knowledge, such
certificate does not misstate any material fact and does not omit to state any
fact necessary to make the certificate not misleading.
"Person" means an individual, a partnership, a joint venture, a
corporation, a trust, an unincorporated organization or a government or any
department or agency thereof.
"Subsidiary" means any corporation of which shares of stock having at
least a majority of the ordinary voting power in electing the board of
directors are, at the time as of which any determination is being made, owned
by the Company either directly or indirectly through one or more Subsidiaries.
"Underlying Common Stock" means (x) the Common Stock issued or
issuable (contingently or otherwise) upon conversion of the Convertible
Preferred Stock and (y) any Common Stock issued or issuable with respect to the
securities referred to in clause (x) above by way of stock dividend or stock
split or in connection with a combination or shares, recapitalization, merger,
consolidation or other reorganization. Any Person that holds Convertible
Preferred Stock will be deemed to be the holder of the Underlying Common Stock
obtainable upon conversion of such Convertible Preferred Stock.
7. Miscellaneous.
7(a). Registration of Transfer. The Company will keep at its
principal office a register for the registration of Convertible Preferred
Stock. Upon the surrender of any certificate representing Convertible
Preferred Stock at such place, the Company will, at the request of the record
holder of such certificate, execute and deliver (at the Company's expense) a
new certificate or certificates in exchange therefor representing in the
aggregate the number of Shares represented by the surrendered certificate.
Each such new certificate will be registered by the holder of the surrendered
certificate and will be substantially identical in form to the surrendered
certificate, and dividends will accrue on the Convertible Preferred Stock
represented by such new certificate from the date of which dividends have been
fully paid on such Convertible Preferred Stock represented by the surrendered
certificate.
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7(b). Replacement. Upon receipt of evidence and an agreement to
indemnify reasonably satisfactory to the Company (an affidavit of the
registered holder, without bond, will be satisfactory) of the ownership and the
loss, theft, destruction or mutilation of any certificate evidencing one or
more Shares, the Company will (at its expense) execute and deliver in lieu of
such certificate a new certificate representing the number of Shares
represented by such lost, stolen, destroyed or mutilated certificate, and
dividends will accrue on the Convertible Preferred Stock represented by such
new certificate from the date to which dividends have been fully paid on such
lost, stolen, destroyed or mutilated certificate.
7(c). Amendment and Waiver. No amendment, modification or waiver of
any of the terms hereof will be binding or effective unless the prior written
consent of holders of at least 67% of the Convertible Preferred Stock
outstanding at the time such action is taken is obtained, provided that no such
action will change (x) the rate at which or the manner in which dividends on
the Convertible Preferred Stock accrue or the time at which such dividends
become payable, unless the prior written consent of the holders of at least 90%
of the Convertible Preferred Stock then outstanding is obtained, (y) the
Conversion Price of the Convertible Preferred Stock or the number of shares or
class of stock into which the Convertible Preferred Stock is convertible,
unless the prior written consent of the holders of at least 90% of the
Convertible Preferred Stock then outstanding is obtained or (z) the percentage
required to approve any change described in clauses (x) and (y) above, unless
the prior written consent of the holders of at least 90% of the Convertible
Preferred Stock then outstanding is obtained; and provided further that no such
change in the terms hereof may be accomplished by merger or consolidation of
the Company with another corporation unless the Company has obtained the prior
written consent of the holders of the applicable percentage of the Convertible
Preferred Stock.
7(d). Notices. All notices referred to herein, except as otherwise
expressly provided, will be hand delivered or made by registered or certified
mail, return receipt requested, postage prepaid, and will be deemed to have
been given when so hand delivered or mailed."
RESOLVED FURTHER, that the Chairman of the Board, the President or any
Vice President, and the Secretary, the Chief Financial Officer or any Assistant
Secretary or Assistant Treasurer of this Company are each authorized to
execute, verify, and file a certificate of determination of preferences in
accordance with California law.
3. The authorized number of shares of Preferred Stock of the
Company is 15,000,000, and the number of shares constituting Convertible
Preferred Stock, none of which has been issued, is 5,000,000.
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IN WITNESS WHEREOF, the undersigned have executed this certificate on
December 1, 1996.
/s/ Michael G. Grella
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MICHAEL G. GRELLA, President
/s/ Stuart M. Warren
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STUART M. WARREN, Secretary
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Executed at Los Angeles, California on December 1, 1996.
/s/ Michael G. Grella
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MICHAEL G. GRELLA, President
/s/ Stuart M. Warren
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STUART M. WARREN, Secretary
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