EXHIBIT 2.1
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
SAZTEC INTERNATIONAL, INC.
Pursuant to Section 905 the General Corporation Law of the State of
California, Gary N. Abernathy and Kent L. Meyer, President and Secretary of
Saztec International, Inc., a California corporation, hereby certify as follows:
1. That Gary N. Abernathy is the President and Kent L. Meyer is the
Secretary of Saztec International, Inc., a California corporation (the
"Corporation").
2. That on April 30, 1997, pursuant to Section 902 of the General
Corporation Law of the State of California, the Board of Directors of the
Corporation duly adopted the following resolution, declared its advisability and
directed its submission to the stockholders for consideration and approval:
WHEREAS, the Board of Directors of the Corporation have decided that it is
in the best interests of the Corporation to effect a reverse stock split
of the common stock of the Corporation and, in conjunction therewith, an
increase in the authorized number of shares of common stock of the
Corporation;
NOW, THEREFORE, BE IT RESOLVED, that the Articles of Incorporation of the
corporation shall be amended by deleting the present Article FOURTH
thereof in its entirety, and inserting in its place a new Article FOURTH
as follows:
"FOURTH:
(a) Upon the effectiveness of this amendment each of the issued and
outstanding shares of common stock of the Corporation shall be, and hereby
is, automatically reclassified as and converted into shares of common
stock of the Corporation on the basis of one (1) share of newly issued
common stock for each four (4) shares of common stock held by the
Corporation's shareholders prior to the filing of this amendment. Any
fractional shares created by this 1-for-4 reverse stock split shall be
canceled and paid in cash to the shareholder upon the issuance of the
shareholder's stock certificate, calculated in accordance with the closing
trading price for the Corporation's common stock on the date this
amendment is filed.
(b) The Corporation shall have authority to issue two classes of stock,
1,000,000 shares of preferred stock ("Preferred Stock"), and 10,000,000
shares of common stock ("Common Stock").
(c) The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is authorized to fix the number of shares
of any series of Preferred Stock and to determine the designation of any
such series. The Board of Directors is also authorized to determine or
alter the rights, preferences, privileges and restrictions granted to or
imposed upon any wholly-unissued series of Preferred Stock and, within the
limits and restrictions stated in any resolution or resolutions of the
Board of Directors originally fixing the number of shares constituting any
series, to increase or decrease (but not below the number of shares of
such series then outstanding) the number of shares of any such series
subsequent to the issue of shares of that series."
FURTHER RESOLVED, that the proposed amendment to Article FOURTH of the
Corporation's Articles of Incorporation be submitted to a vote or consent
of the shareholders of the Corporation in accordance with Sections 601 and
603 of the California General Corporation Law;
FURTHER RESOLVED, that the Board of Directors recommends to the
shareholders that they vote or consent in favor of the proposed amendment;
FURTHER RESOLVED, that the officers of the Corporation are hereby
authorized and directed to prepare a Consent Solicitation Statement for
the solicitation of consents in favor of the proposed amendment to Article
FOURTH of the Corporation's Articles of Incorporation in accordance with
Sections 601 and 603 of the California General Corporation Law, to file
the Consent Solicitation Statement and any other solicitation materials
with the Securities and Exchange Commission, and to take such other
actions and to prepare and file such other consents, notices, filings and
certificates as may be necessary or desirable in the judgment of any
officer of the Corporation to effectuate the consent solicitation and to
obtain approval of the shareholders of the proposed amendment.
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3. The foregoing amendment to the Articles of Incorporation of the
Corporation has been approved by the required vote of the outstanding shares of
the Corporation, pursuant to the shareholder consent solicitation described in
the foregoing resolutions, in accordance with Section 903 of the General
Corporation Law of the State of California.
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.
This Certificate of Amendment was executed this 24th day of October, 1997.
/s/ GARY N. ABERNATHY
- ---------------------
Gary N. Abernathy,
President
ATTEST:
/s/ KENT L. MEYER
- ---------------------
Kent L. Meyer,
Secretary
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