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 32,000,000 shares
consisting of 24,000,000 shares of Class A Common Stock, par value $.001 per
share; 6,000,000 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 29,760,000
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 and (b)
effectuate a reverse split and change each of the outstanding 400,000 shares of
Class A Common Stock into .6 shares of Class A Common Stock (for an aggregate of
240,000 shares of Class A Common Stock).
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:
(a) General. The total number of shares of stock which the
Corporation shall have authority to issue is Twenty-Nine Million
Seven Hundred Sixty Thousand (29,760,000), of which: (i) Twenty-four
Million (24,000,000) 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.
Upon the filing of this Certificate of Amendment, each of the
Four Hundred Thousand shares of Class A Common Stock of the
Corporation outstanding on such date shall automatically undergo a
reverse split and be changed into Two Hundred Forty Thousand
(240,000) shares of Class A Common Stock.
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
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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.
(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 Amendments of the Certificate of Incorporation herein certified
have been duly adopted in accordance with the provisions of Sections 228 and 242
of the General Corporation Law of the State of Delaware by the Unanimous Written
Consent of the Directors followed by the Unanimous Written Consent of the
Stockholders.
Executed on this ___ day of May, 1998.
HOMETOWN AUTO RETAILERS, INC.
By:
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Joseph Shaker
President
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