EXHIBIT 3.7
Certificate of Amendment of the Certificate of Incorporation
filed December 7, 2000
Certificate of Amendment of Certificate of Incorporation
of
Hometown Auto Retailers, Inc.
Hometown Auto Retailers, Inc. (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware does hereby certify:
1. The name of the Corporation is Hometown Auto Retailers, Inc.
2. The Certificate of Incorporation of the Corporation is hereby amended
to: (a) decrease and change the authorized capitalization from 329,760,000
shares consisting of 24,000,000 shares of Class A Common Stock, par value $.001
per share; 3,760,000 shares of Class B Common Stock, par value $.001 per share;
and 2,000,000 shares of Preferred Stock, par value $.001 per share; into
17,760,000 shares consisting of 12,000,000 shares of Class A Common Stock, par
value $.001 per share; 3,760,000 shares of Class B Common Stock, par value $.001
per share; and 2,000,000 shares of Preferred Stock, par value $.001 per share
(the "Amendment").
3. In order to effect the changes described in Paragraph 2 hereof, the
Certificate of Incorporation of the Corporation is hereby amended by striking
out Article FOURTH and by substituting the following new Article FOURTH:
(a) General. The total number of shares of stock which the
Corporation shall have authority to issue is Seventeen Million Seven
Hundred Sixty Thousand (17,760,000), of which: (i) Twelve Million
(12,000,000) shall be shares of Class A Common Stock, having a par
value of $.001 per share, (ii) Three Million Seven Hundred Sixty
Thousand (3,760,000) shall be shares of Class B Common Stock, having
a par value of $.001 per share, and (iii) Two Million (2,000,000)
shall be shares of Preferred Stock, par value $.001 per share.
No holder of any of the shares of stock of the
Corporation, whether now or hereafter authorized and issued, shall
be entitled as of right to purchase or subscribe for (1) any
unissued stock of any class, or (2) any additional shares of any
class to be issued by reason of any increase of the authorized
capital stock of the Corporation of any class, or (3) bonds,
certificates of indebtedness, debentures or other securities
convertible into stock of the corporation, or carrying any right to
purchase stock of any class, but any such unissued stock or such
additional authorized issue of any stock or of other securities
convertible into stock, or carrying any right to purchase stock, may
be issued and disposed of pursuant to resolution of the Board of
Directors to such persons, firms, corporations or associations and
upon such terms as may be deemed advisable by the Board of Directors
in the exercise of its discretion.
(b) Class A Common Stock and Class B Common Stock.
(i) The Class A Common Stock and the Class B Common
Stock shall be of equal rank and shall entitle the holders
thereof to the same rights and privileges, except as
hereinafter expressly provided with respect to voting rights.
(ii) Both Class A Common Stock and Class B Common Stock
shall vote together as one class on all matters to be voted on
by stockholders of the Corporation, including the election of
directors, except as otherwise expressly provided by law. The
holders of Class B Common Stock shall be entitled to ten (10)
votes per share and the holders of Class A Common Stock shall
be entitled to one vote per share.
(iii) The holders of the Class A Common Stock and the
Class B Common Stock shall be entitled to dividends when, as
and if declared by the Board of Directors in equal amounts per
share and without preference or priority of either class of
stock over the other.
(iv) In the event of any liquidation, dissolution or
winding up of the affairs of the Corporation, whether
voluntary or involuntary, all assets and funds of the
Corporation available for distribution shall be distributed
and paid over to the holders of the Class A Common Stock and
Class B Common Stock in equal amounts per share and without
preference or priority of either class of stock over the
other.
(v) Each share of Class B Common Stock shall be
convertible at any time at the option of the holder thereof
into one share of Class A Common Stock. In addition, upon any
sale of Class B Common Stock in either a private transaction
or in the public market, each share of Class B Common Stock so
sold shall be automatically converted into one share of Class
A Common Stock, it being understood that such automatic
conversion shall not occur as a result of transfers because of
inter vivos gift, or bequests or other gifts under a last will
and testament, deed or other document of trust or as a result
of intestate succession.
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(c) Preferred Stock. The Preferred Stock may be issued, from time to
time, in one or more series with such designations, preferences and
relative participating optional or other special rights and
qualifications, limitations or restrictions thereof, as shall be
stated in the resolutions adopted by the Board of Directors
providing for the issuance of such Preferred Stock or series
thereof; and the Board of Directors is hereby expressly vested with
authority to fix such designations, preferences and relative
participating optional or other special rights or qualifications,
limitations or restrictions for each series, including, but not by
way of limitation, the power to affix the redemption and liquidation
preferences, the rate of dividends payable and the time for and the
priority of payment thereof and to determine whether such dividends
shall be cumulative or not and to provide for and affix the terms of
conversion of such Preferred Stock or any series thereof into Common
Stock of the Corporation and fix the voting power, if any, of
Preferred Stock or any series thereof.
4. The Amendment of the Certificate of Incorporation herein certified have
been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware by the Board of Directors of
the Corporation adopting resolutions to amend the Corporation's Certificate of
Incorporation, declaring its advisability to its stockholders, and directing
that the Amendment be considered at the year 2000 annual meeting of the
Corporation's stockholders followed by a vote in favor of the Amendment by the
stockholders at the Corporation's year 2000 annual meeting.
Executed on this ___ day of November,May 2000.
HOMETOWN AUTO RETAILERS, INC.
By:________________________________
Corey E. Shaker
President and
Chief Executive Officer
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