ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
ACCELR8 TECHNOLOGY CORPORATION
FIRST: The name of the Corporation is Accelr8 Technology Corporation.
SECOND: Immediately upon the effectiveness of this amendment to the
Corporation's Articles of Incorporation pursuant to the Colorado Business
Corporation Act (the "Effective Time"), the number of authorized shares of
Common Stock shall be decreased from 55,000,000 no par value common shares to
11,000,000 no par value common shares. This Amendment shall not affect the
outstanding and issued shares of Common Stock in any way. This amendment
authorizes the officers of the Corporation to reduce the stated capital of the
Corporation to reflect the change in outstanding shares of the Corporation.
THIRD: By written informal action, unanimously taken by the Board of
Directors of the Corporation on the 19th day of September, 1996, pursuant to and
in accordance with Sections 7-108-202 and 7-110-103 of the Colorado Business
Corporation Act, the Board of Directors of the Corporation duly adopted and
recommended the amendment described above to the Corporation's Shareholders for
their approval.
FOURTH: Notice having been properly given to the Shareholders in accordance
with Sections 7-107-105 and 7-110-103, at a meeting of Shareholders held on
November 8, 1996, the number of votes cast for the amendment by the each voting
group entitled to vote on the amendment was sufficient for approval by that
voting group.
IN WITNESS WHEREOF, Accelr8 Technology Corporation has caused these
presents to be signed in its name and on its behalf by Harry J. Fleury, its
President and its corporate seal to be hereunder affixed and attested by Thomas
V. Geimer, its Secretary on this __ day of ________, 1996, and its President
acknowledges that these Articles of Amendment are the act and deed of Accelr8
Technology Corporation and, under the penalties of perjury, that the matters and
facts set forth herein with respect to authorization and approval are true in
all material respects to the best of his knowledge, information and belief.
ATTEST: ACCELR8 TECHNOLOGY CORPORATION
By: By:
------------------------------------- -------------------------------
Thomas V. Geimer, Secretary Harry J. Fleury, President
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
ACCELR8 TECHNOLOGY CORPORATION
FIRST: The name of the Corporation is Accelr8 Technology Corporation.
SECOND: Simultaneously with the effective date of this amendment (the
"Effective Date"), each share of the Company's Common Stock, no par value,
issued and outstanding immediately prior to the Effective Date (the "Old Common
Stock") shall automatically and without any action on the part of the holder
thereof be reclassified as and changed, pursuant to a reverse stock split (the
"Reverse Stock Split") into a fraction thereof of __________ of a share of the
Company's outstanding Common Stock, no par value (the "New Common Stock"),
depending upon a determination by the Board that a Reverse Stock Split is in the
best interests of the Company and the Shareholders, subject to the treatment of
fractional share interests as described below. Each holder of a certificate or
certificates which immediately prior to the Effective Date represented
outstanding shares of Old Common Stock (the "Old Certificates," whether one or
more) shall be entitled to receive upon surrender of such Old Certificates to
the Company's Transfer Agent for cancellation, a certificate or certificates
(the "New Certificates," whether one or more) representing the number of whole
shares of the New Common Stock into which and for which the shares of the Old
Common Stock formerly represented by such Old Certificates so surrendered, are
reclassified under the terms hereof. From and after the Effective Date, Old
Certificates shall represent only the right to receive New Certificates pursuant
to the provisions hereof. No certificates or scrip representing fractional share
interests in New Common Stock will be issued, and no such fractional share
interest will entitle the holder thereof to vote, or to any rights of a
shareholder of the Company. Any fraction of a share of New Common Stock to which
the holder would otherwise be entitled will be adjusted upward to the nearest
whole share. If more than one Old Certificate shall be surrendered at one time
for the account of the same Shareholder, the number of full shares of New Common
Stock for which New Certificates shall be issued shall be computed on the basis
of the aggregate number of shares represented by the Old Certificates so
surrendered. In the event that the Company's Transfer Agent determines that a
holder of Old Certificates has not tendered all his certificates for exchange,
the Transfer Agent shall carry forward any fractional share until all
certificates of that holder have been presented for exchange such that payment
for fractional shares to any one person shall not exceed the value of one share.
If any New Certificate is to be issued in a name other than that in which the
Old Certificates surrendered for exchange are issued, the Old Certificates so
surrendered shall be properly endorsed and otherwise in proper form for
transfer. From and after the Effective Date the amount of capital represented by
the shares of the New Common Stock into which and for which the shares of the
Old Common Stock are reclassified under the terms hereof shall be the same as
the amount of capital represented by the shares of Old Common Stock so
reclassified, until thereafter reduced or increased in accordance with
applicable law.
THIRD: By written informal action, unanimously taken by the Board of
Directors of the Corporation on the 19th day of September, 1996, pursuant to and
in accordance with Sections 7-108-202 and 7-110-103 of the Colorado Business
Corporation Act, the Board of Directors of the Corporation duly adopted and
recommended the amendment described above to the Corporation's Shareholders for
their approval.
FOURTH: Notice having been properly given to the Shareholders in accordance
with Sections 7-107-105 and 7-110-103, at a meeting of Shareholders held on
November 8, 1996, the number of votes cast for the amendment by the each voting
group entitled to vote on the amendment was sufficient for approval by that
voting group.
IN WITNESS WHEREOF, Accelr8 Technology Corporation has caused these
presents to be signed in its name and on its behalf by Harry J. Fleury, its
President and its corporate seal to be hereunder affixed and attested by Thomas
V. Geimer, its Secretary on this ___________ day of ________________, 1996, and
its President acknowledges that these Articles of Amendment are the act and deed
of Accelr8 Technology Corporation and, under the penalties of perjury, that the
matters and facts set forth herein with respect to authorization and approval
are true in all material respects to the best of his knowledge, information and
belief.
ATTEST: ACCELR8 TECHNOLOGY CORPORATION
By: By:
---------------------------------------- --------------------------------
Thomas V. Geimer, Secretary Harry J. Fleury, President
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