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EXHIBIT 3.0
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CUIDAO HOLDING CORP.,
a Florida corporation
C. MICHAEL Fisher and Edward L. Magdycz certify that:
1. They are the duly elected and acting President and Secretary, respectively,
of Cuidao Holding Corp, a Florida corporation (hereinafter, "Corporation").
2. In accordance with Section 607.1007 of the Florida Business Corporation Act,
the Articles of Incorporation of this Corporation shall be amended and restated
to read as follows:
ARTICLE I - NAME
The name of this Corporation is CUIDAO HOLDING CORP.
ARTICLE 2 - PURPOSE OF CORPORATION
The Corporation shall engage in any activity or business permitted under
the laws of the United States and of the State of Florida.
ARTICLE 3 - PRINCIPAL OFFICE
The address of the principal office of this Corporation is 3201 W.
Griffin Rd., Suite 204 Ft. Lauderdale Florida 33312 and the mailing address is
P.O. Box 820, Hallandale, Florida 33008.
ARTICLE 4 - INCORPORATOR
The name and street address of the incorporator of this Corporation is:
Elsie Sanchez
343 Almeria Avenue
Coral Gables, Florida. 33134
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ARTICLE 5 OFFICERS
The officers of the Corporation shall be:
President: C. Michael Fisher
Secretary: Edward L. Magdycz
Chief Financial Officer: Francis X. Scanlan
whose addresses shall be the same as the principal address of the Corporation.
ARTICLE 6 - DIRECTORS
The Director(s) of the Corporation shall be:
C. Michael Fisher
Edward L. Magdycz
Francis J. Hornik, Jr.
whose addresses shall be the same as the principal address of the Corporation.
ARTICLE 7 - CORPORATE CAPITALIZATION
7.1 The Corporation is authorized to issue two classes of shares
designated "Common Stock", $.0001 par value (the "Common Stock") and "Preferred
Stock", $.0001 par value (the "Preferred Stock").
The total number of shares of Common Stock authorized to be issued is
100,000,000. The total number of shares of Preferred Stock authorized to be
issued is 10,000,000. Upon the amendment of this Article 7 to read as set forth
herein, each 2.5 shares of outstanding Common Stock shall be reverse split into
one share of Common Stock. No fractional shares shall be issued to the current
shareholders of Common Stock as a result of this 1-for-2.5 reverse stock split,
but instead, all fractional shares of Common Stock resulting from this 1-for-2.5
reverse stock split shall be rounded, if necessary, to the next lower whole
share.
The Preferred Stock authorized by these Articles of
Incorporation may be issued from time to time in one or more series. The Board
of Directors is authorized to determine or alter any or all of the rights,
preferences, privileges and restrictions granted to or imposed upon any wholly
unissued series of Preferred Stock other than the Series A Preferred Stock
described herein, and to fix, alter or reduce (but not below the number then
outstanding) the number of shares comprising any such series and the
designation thereof, or any of them, and to provide for the rights and terms of
redemption or conversion of the shares of any such series.
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7.2 The initial series of Preferred Stock shall comprise 100,000 shares
and shall be designated "Series A Preferred Stock." The powers, designations,
preferences and relative participating, optional or other special rights and the
qualifications, limitations, and restrictions of, the Series A Preferred Stock
shall be as follows:
(A) Dividends. Holders of the Series A Preferred Stock are
entitled to receive dividends at the rate of $.25 per share (as adjusted for any
stock dividends, combinations or splits with respect to such shares) per annum,
respectively, payable out of funds legally available therefor. Such dividends
shall be payable only when, as, and if declared by the Board of Directors and
shall be non-cumulative. No dividends (other than those payable solely in the
Common Stock of the Corporation) shall be paid on any Common Stock of the
Corporation during any fiscal year of the Corporation until dividends in the
total amount $.25 per share (as adjusted for any stock dividends, combinations
or splits with respect to such shares) on the Series A Preferred Stock shall
have been paid or declared and set apart during that fiscal year.
(B) Voting Rights. Except as otherwise required by law, holders
of shares of Series A Preferred Stock will not be entitled to vote on matters
submitted to a vote of stockholders of the Corporation.
(C) Liquidation. Upon any liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, before any distribution or
payment shall be made to any person holding Common Stock or of any shares
ranking junior to the Series A Preferred Stock in respect of distribution of
assets, the persons holding Series A Preferred Stock will be entitled to be paid
an amount in cash equal to $2.50 per share (as adjusted for any stock dividends,
combinations or splits with respect to such shares), plus all declared but
unpaid dividends on such share for each share of Series A Preferred Stock then
held by them. Thereafter, holders of Series A Preferred Stock will not be
entitled to any further payment. If upon such liquidation, dissolution or
winding up, the assets of the Corporation are insufficient to pay the holders of
the Series A Preferred Stock the full amount in cash to which they shall be
entitled, all legally available funds of the Corporation will be distributed to
the persons holding Series A Preferred Stock in proportion to the amounts to
which each such person shall be entitled as aforesaid. The Corporation will mail
written notice of such liquidation, dissolution or winding up, not less than 60
days prior to the payment dates stated therein, to each person of record holding
Series A Preferred Stock (by air mail if addressed outside the United States).
Neither the consolidation or merger of the Corporation into or with any other
corporation or corporations, nor the sale or transfer by the Corporation of all
or any part of its assets, nor the reduction of the capital stock of the
Corporation, will be deemed to be a liquidation, dissolution or winding up of
the Corporation within the meaning of this paragraph (C).
(D) Conversion Rights. The holders of Series A Preferred Stock
shall have conversions rights as follows:
(i) Right to Convert. Each share of Series A Preferred
Stock shall be convertible, at the option of the holder thereof, at any time
after the date of issuance of such share, at the office of the Corporation or
any transfer agent for such stock,
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into such number of fully paid and nonassessable shares of Common Stock as is
determined by dividing $2.50 by the Conversion Price (as hereinafter defined)
applicable to such share, in effect on the date the certificate is surrendered
for conversion. The price at which shares of Common Stock shall be deliverable
upon conversion of shares of the Series A Preferred Stock (the "Series A
Conversion Price") shall initially be $2.50 per share of Common Stock.
(ii) Automatic Conversion. Each share of Series A
Preferred Stock shall automatically be converted into shares of Common Stock at
the then effective Conversion Price upon the earlier of (a) the date specified
by vote or written consent or agreement of holders of at least two-thirds (2/3)
of the shares of such series then outstanding, or (b) immediately upon the
closing of the sale of the Corporation's Common Stock in a firm commitment or
best efforts public offering registered under the Securities Act of 1933, as
amended (the "Securities Act"), other than a registration relating solely to a
transaction under Rule 145 under such Act (or any successor thereto) or to an
employee benefit plan of the Corporation, at a public offering price (prior to
underwriters' discounts and expenses) equal to or exceeding $3.50 per share of
Common Stock (as adjusted for any stock dividends, combinations or splits with
respect to such shares).
If the number of outstanding shares of Common Stock have been
increased or decreased since the initial subscription and payment for the Series
A Preferred Stock by the holders thereof, by reason of any additional Common
Stock issuance, split, stock dividend, merger, consolidation or other capital
change or reorganization affecting the number of shares of Common Stock, the
number of shares of Common Stock to be issued on conversion to the holders of
the Series A Preferred Stock shall be adjusted so as to preserve fairly and
equitably, as far as reasonably possible, the original conversion rights of the
shares being converted.
If any capital reorganization, reclassification, consolidation,
merger or any sale of all or substantially all of the Corporation's assets to
another individual, partnership or corporation (collectively, any "Organic
Change") 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, then, as a condition to
such Organic Change, lawful and adequate provision (in form and substance
satisfactory to the holders of a majority of the Series A Preferred Stock then
outstanding) will be made whereby each of the holders of Series A Preferred
Stock will thereafter have the right to acquire and receive in lieu of shares of
Common Stock immediately theretofore acquirable and receivable upon the
conversion of such holder's Series A Preferred Stock, such shares of stock,
securities or assets as may be issued or payable with respect to or in exchange
for the number of shares of Common Stock immediately theretofore acquirable and
receivable upon conversion of the Series A Preferred Stock had such Organic
Change not taken place.
The holder of any shares of Series A Preferred Stock may exercise
the conversion rights granted by this Article by delivering to the Corporation
during regular business hours, the certificate or certificates for the shares to
be converted, duly endorsed for
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transfer to the Corporation (if required by it), accompanied by written notice
stating that the holder elects to convert such shares. Conversion shall be
deemed to have been effected on the date when such delivery is made. As promptly
as practicable thereafter the Corporation shall issue and deliver to, or upon
the written order of such holder, at such office or other place designated by
the Corporation, a certificate or certificates for the number of full shares of
Common Stock to which such holder is entitled together with a scrip certificate
or cash in lieu of any fraction of a share as provided hereunder. The holder
shall be deemed to have become a shareholder of record on the next succeeding
date on which the transfer books are open. Upon conversion of only a portion of
the number of shares of Series A Preferred Stock represented by a certificate
surrendered for conversion, the Corporation, upon written order and at its own
expense, shall issue and deliver to the holder of the certificate so surrendered
for conversion, a new certificate covering the number of shares of Series A
Preferred Stock representing the unconverted portion of the certificate so
surrendered.
No fractional shares of Common Stock shall be issued upon
conversion of shares of Series A Preferred Stock. If more than one share of
Series A Preferred Stock shall be surrendered for conversion at any one time by
the same holder, the number of full shares of Common Stock issuable upon
conversion thereof shall be computed on the basis of the aggregate number of
shares of Series A Preferred Stock so surrendered. Instead of any fractional
shares of Common Stock which would otherwise be issuable upon conversion of any
shares of Series A Preferred Stock, the Corporation shall, in lieu of delivering
the fractional share therefor, at its option either (i) adjust the fractional
interest by payment to the holder of the converted Series A Preferred Stock in
an amount equal (computed to the nearest cent) to the then current market value
of the fractional interest, or (ii) issue nondividend bearing and nonvoting
scrip certificates for fractions of a share which would otherwise be issuable,
in form and containing terms and conditions as determined by the Board of
Directors, and exchangeable, within the period following the date of issue as
the Board of Directors shall fix, together with other unexpired scrip
certificates or like tenor aggregating one or more full shares, for share
certificates representing the full share or shares.
The Corporation shall at all times reserve and keep available,
out of its authorized but unissued Common Stock, solely for the purpose of
effecting the conversion of the Series A Preferred Stock, the full number of
shares of Common Stock deliverable upon the conversion of all Series A Preferred
Stock from time to time (subject to obtaining necessary director and shareholder
action), and in accordance with the laws of the State of Florida, increase the
authorized amount of its Common Stock if at any time the authorized number of
shares of its Common Stock remaining unissued shall not be sufficient to permit
the conversion of all of the shares of Series A Preferred Stock at the time
outstanding.
7.3 No holders of shares of stock of any class shall have any preemptive
right to subscribe to or purchase any additional shares of any class, or any
bonds or convertible securities of any nature; provided, however, that the Board
of Directors(s) may, in authorizing the issuance of shares of stock of any
class, confer any preemptive right that the Board of Director(s) may deem
advisable in connection with such issuance.
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7.4 The Board of Director(s) of the Corporation may authorize the
issuance from time to time of shares of its stock of any class, whether now or
hereafter authorized, or securities convertible into shares of its stock of any
class, whether now or hereafter authorized, for such consideration as the Board
of Director(s) may deem advisable, subject to such restrictions or limitations,
if any, as may be set forth in the bylaws of the Corporation.
7.5 The Board of Directors(s) of the Corporation may, by Restated
Articles of Incorporation, classify or reclassify any unissued stock from time
to time by setting or changing the preferences, conversions or other rights,
voting powers, restrictions, limitations as to dividends, qualifications, or
terms or conditions of redemption of the stock.
ARTICLE 8 - POWERS OF CORPORATION
The Corporation shall have the same powers as an individual to do all
things necessary or convenient to carry out its business and affairs, subject to
any limitations or restrictions imposed by applicable law or these Articles of
Incorporation.
ARTICLE 9 - TERM OF EXISTENCE
This Corporation shall have perpetual existence.
ARTICLE 10 - REGISTERED OWNER(S)
The Corporation, to the extent permitted by law, shall be entitled to
treat the person in whose name any share or right is registered on the books of
the Corporation as the owner thereto, for all purposes, and except as may be
agreed in writing by the Corporation, the Corporation shall not be bound to
recognize any equitable or other claim to, or interest in, such share or right
on the part of any other person, whether or not the Corporation shall have
notice thereof.
ARTICLE 11 - REGISTERED OFFICE AND REGISTERED AGENT
The initial address of the registered office of this Corporation is The
Law Firm of Lawrence J. Spiegel, Chartered, doing business as AmeriLawyer,
located at 343 Almeria Avenue, Coral Gables, Florida 33134. The name and address
of the registered agent of this Corporation is The Law Firm of Lawrence J.
Spiegel, Chartered, doing business as AmeriLawyer, 343 Almeria Avenue, Coral
Gables, Florida 33134.
ARTICLE 12 - BYLAWS
The Board of Director(s) of the Corporation shall have power, without
the assent or vote of the shareholders, to make, alter, amend, or repeal the
Bylaws of the Corporation, but the
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affirmative vote of a number of Directors equal to a majority of the number who
would constitute a full Board of Director(s) at the time of such action shall be
necessary to take any action for the making, alteration, amendment or repeal of
the Bylaws.
ARTICLE 13 - INDEMNIFICATION
The Corporation shall indemnify its officers, directors and authorized
agents for all liabilities incurred directly, indirectly or incidentally for
services performed for the Corporation, to the fullest extent permitted under
Florida law existing now or hereinafter enacted.
ARTICLE 14 - EFFECTIVE DATE
These Articles of Incorporation shall be effective immediately upon
approval of the Secretary of State, State of Florida.
ARTICLE 15 - AMENDMENT
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in these Articles of Incorporation, or in any amendment
hereto, or to add any provision to these Articles of Incorporation or to any
amendment hereto, in any manner now or hereafter prescribed or permitted by the
provisions of any applicable statute of the State of Florida, and all rights
conferred upon shareholders in these Articles of Incorporation or any amendment
hereto are granted subject to this reservation.
3. The foregoing Amended and Restated Articles of Incorporation have been duly
approved by the Board of Directors of the Corporation.
4. The foregoing Amended and Restated Articles of Incorporation have been duly
approved by the required vote of shareholders in accordance with Section
607.1003 and Section 607.1007 of the Florida Business Corporation Act; the total
number of outstanding shares of the Corporation is 5,565,000 shares of Common
Stock. The number of shares voting in favor of the amendment equaled or exceeded
the vote required, such required vote being a majority of the outstanding shares
of Common Stock on July 24, 1997.
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IN WITNESS WHEREOF, we have subscribed our names this 24th day of
July, 1997
[SIG]
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C. Michael Fisher, President
[SIG]
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Edward L. Magdycz, Secretary
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