[STATE OF MISSOURI LOGO] STATE OF MISSOURI
REBECCA MCDOWELL COOK, SECRETARY OF STATE
P.O. BOX 778, JEFFERSON CITY, MO. 65102
CORPORATION DIVISION
AMENDMENT OF ARTICLES OF INCORPORATION
(To be submitted in duplicate)
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is International Mercantile Corporation
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2. An amendment to the Corporation's Articles of Incorporation was adopted by
the shareholders on September 11, 1998.
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3. Article Number Three is amended to read as follows:
THREE
The aggregate number, class and par value of shares which the corporation shall
have authority to issue is as follows:
1. 31,000,000 shares Class "A" common, previously known as "common" stock, with
a par value of $.01 per share, previously $1.00 per share, with each share
entitled to one vote.
2. 2,000,000 shares Class "B" common, with a par value of $.01 per share, with
each share entitled to 51 votes.
3. 10,000,000 shares non-voting Series"1" preferred, $.10 par value, the terms
described on the enclosed Director's Certificate of Designation.
4. 2,000,000 shares non-voting Series "2" preferred, $.10 par value, the terms
described on the enclosed Directors Certificate of Designation.
5. 5,000,000 shares, non-voting Series "3" preferred, $.10 par value, with all
other terms to be set by the Board of Directors.
(If more than one article is to be amended or
more space is needed attach fly sheet.)
4. Of the 3,976,282 shares outstanding, 2,323,000 such shares were entitled to
vote on such amendment.
The number of outstanding shares of any class entitled to vote thereon as a
class were as follows:
CLASS NUMBER OF OUTSTANDING SHARES
Common 3,976,282
5. The number of shares voted for and against the amendment was as follows:
CLASS NO. VOTED FOR NO. VOTED AGAINST
Common 2,323,000 -0-
6. If the amendment changed the number or par value of authorized shares having
a par value, the amount in dollars of authorized shares having a par value as
changed is:
Common stock par value reduced from $1.00 per share to $.01 per share, and
preferred par value set at $.10 per share. Number of aggregate shares
increased from 5,000,000 to 50,000,000
If the amendment changed the number of authorized shares without par value,
the authorized number of shares without par value as changed and the
consideration proposed to be received for such increased authorized shares
without par value as are to be presently issued are:
7. If the amendment provides for an exchange, reclassification, or cancellation
of issued shares, or a reduction of the number of authorized shares of any
class below the number of issued shares of that class, the following is a
statement of the manner in which such reduction shall be effected:
Former common reclassified as Class "A" common, and number of authorized
Class "A" common shares increased from 5,000,000 to 31,000,000 shares.
IN WITNESS WHEREOF, the undersigned Frederic Richardson
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PRESIDENT OR
has executed this instrument and its
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VICE PRESIDENT
Arthur E. Fillmore, II
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SECRETARY OR ASSISTANT SECRETARY
attested said seal on the 11th day of September , 1998.
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PLACE
CORPORATE SEAL
HERE
(If no seal, state "None")
International Merchantile Corporation
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NAME OF CORPORATION
[ATTEST]
/s/ Arthur E. Fillmore, II By /s/ Frederic Richardson
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SECRETARY OR ASSISTANT SECRETARY PRESIDENT OR VICE PRESIDENT
State of Missouri )
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)ss.
County of Jackson )
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Donna M.S. Gouge , a Notary Public, do hereby certify
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that
this 11th day of September , 1998, personally appeared
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before me Frederic Richardson and Arthur E. Fillmore, II who, being by me first
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duly sworn, appeared that they are the President and Assistant Secretary
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they signed the foregoing documents as President & Assistant Secretary of the
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corporation, and that the statements therein contained are true.
(Notarial Seal) /s/ Donna M.S. Gouge
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DONNA M.S. GOUGE NOTARY PUBLIC
NOTARY PUBLIC-NOTARY SEAL
STATE OF MISSOURI My commission expires December 23, 1999
JACKSON COUNTY --------------
MY COMMISSION EXPIRES: December 23, 1999
INTERNATIONAL MERCANTILE CORPORATION
DESIGNATION OF RIGHTS-SERIES 1 CONVERTIBLE PREFERRED STOCK
The Series 1 Convertible Preferred Stock shall have the following
preferences, qualifications, limitations, restrictions and the special or
relative rights in respect to the shares of all other classes of Preferred Stock
and Common Stock of International Mercantile Corporation (the "Corporation").
(1) Number of shares, class and par value. This designation of rights
creates Series 1 Convertible Preferred Stock ("Series 1 Preferred Stock"),
consisting of 10,000,000 shares having a par value of ten cents ($.10) per
shares and an aggregate par value of $1,000,000.
(2) Conversion rights. Each share of Series 1 Preferred Stock is
convertible at any time for three (3) years following issuance into one share of
Class A Common Stock, at a price of two dollars ($2.00) per share.
(3) Dividend preference. Each share of Series 1 Preferred Stock has
dividend rights identical to the Class A Common Stock in the event the
Corporation declares any dividends. There is no automatic accrual of dividends
on the Series 1 Preferred Stock.
(4) Redemption. Each share of Series 1 Preferred Stock is redeemable by
the Corporation for $.10 per share at any time after the first annual
anniversary of issuance if the average closing bid price of the Class A Common
Stock for ten (10) business days immediately preceding the date of such
redemption notice is at least 125% of the exercise price of the Series 1
Preferred Stock
(i.e. $2.50 per share) upon written notice to the shareholders as described
herein (the "redemption notice"). Following any such redemption notice the
holders of the Series 1 Preferred Stock shall have the opportunity to convert
the Series 1 Preferred Stock for a period of twenty (20) days.
Any shares of the Series 1 Preferred Stock redeemed pursuant to this
section or otherwise acquired by the Corporation in any manner whatsoever shall
be permanently retired immediately on the acquisition thereof and shall not
under any circumstances be reissued. The Corporation shall from time to time
take such appropriate action as may be necessary to reduce the authorized number
of shares of Series 1 Preferred Stock accordingly.
If fewer than all of the issued and outstanding shares of Series 1
Preferred Stock are redeemed at any time, all shares of Series 1 Preferred
Stock to be redeemed shall be selected pro rata, and there shall be so redeemed
from each registered holder in whole shares, as nearly as practicable to the
nearest share, that proportion of all of the shares to be redeemed which the
number of shares held of record by such holder bears to the total number of
shares of Series 1 Preferred Stock at the time outstanding.
Notice of Redemption of Series 1 Preferred Stock, specifying the date
(the "Redemption Date") and place of redemption and the number of shares and the
certificate numbers thereof which are to be redeemed shall be mailed to each
holder of record of shares to be redeemed at its address as shown by records of
the Corporation not more than sixty (60) nor less than ten (10) days
prior to the date on which such redemption is to be made.
Notice of Redemption having been so mailed and provision for payment of
the redemption price for such shares on the specified redemption date having
been made by the Corporation, then, unless default be made in the payment of the
redemption price for such shares when and as due, (i) on such Redemption Date
all rights of the respective holders of such shares, as shareholders of the
Corporation on a date designated by the Corporation's Board of Directors (the
"record date") by reason of the ownership of such shares, shall cease, except
the right to receive the redemption price of such shares upon presentation and
surrender of the respective certificates representing such shares; and (ii) such
shares shall not after such Redemption Date be deemed to be outstanding. In case
less than all the shares represented by any such certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares without cost to
the holder thereof.
(5) Liquidation. The Series 1 Preferred Stock shall not be entitled to
any liquidation preference in the event of the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation and the holders of the
Series 1 Preferred Stock shall not be entitled to any amount upon liquidation,
dissolution or winding up of the Corporation.
(6) Voting. The holders of the Series 1 Preferred Stock shall not be
entitled to any voting rights whatsoever on matters submitted to a vote of
shareholders of the corporation, so long as
any shares of the Series 1 Preferred Stock shall be outstanding, except those
rights provided by the general corporation law of the State of Missouri.
The Corporation shall not, without the written consent of the holders
of one half of the aggregate number of shares of the Series 1 Preferred Stock at
the time outstanding; alter or change the powers, preferences or rights given to
the Series 1 Preferred Stock so as to affect the Series 1 Preferred Stock
adversely.
/s/ Arthur E. Fillmore, II
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Arthur E. Fillmore, II
Assistant Secretary