E-115
Exhibit No. 5
Form 8-K
Headway Corporate Resources, Inc.
SEC File No. 0-23170
SCHEDULE A
AMENDMENT TO BYLAWS
The amendments to the Bylaws of the Corporation are as
follows:
1. Article III, Section 2 of the Bylaws is amended by
adding the following new sentence immediately after the third
sentence thereof:
"However, if any Dividend Payment Default,
(as defined in the Certificate of
Designations, Preferences and Rights of
Series F Convertible Preferred Stock ("Series
F Stock") of the Corporation) shall occur and
be continuing, the then number of Directors
shall be increased as set forth therein and
such new directorships (the "Additional
Directors"), shall be apportioned among Class
1, Class 2 and Class 3 in accordance with
Article V of the Certificate of Incorporation
and Section 3 below."
2. Article III, Section 3 of the Bylaws is amended by
adding the following new text immediately after the last sentence
thereof:
"Notwithstanding anything to the contrary
that may be contained in this Section 3 or in
Section 4 below, the Additional Directors and
their successors shall be elected exclusively
by the holders of Series F Stock, voting
separately as a class, at each annual or
special meeting of stockholders held for the
purpose of electing any directors or by the
written consent of the holders of Series F
Stock pursuant to Section 228 of the Delaware
General Corporation Law. Such voting right
shall continue until such time as all
cumulative dividends accumulated on the
Series F Stock shall have been paid in full,
at which time such voting right of the
holders of Series F Stock shall terminate,
but such voting right shall again vest in the
event of each and every subsequent Dividend
Payment Default. Upon any termination of
such voting right, the term of office of all
Additional Directors shall terminate and,
upon such termination, the number of
directors constituting the Board of Directors
shall without further action, be reduced by
the number of such Additional Directors.
For the duration of any Dividend Payment
Default, (x) Moore Global Investments, Ltd.
and Remington Investment Strategies, L.P. and
any of their affiliates (collectively,
"Moore") shall have the right to designate
one (1) Series F Nominee (as defined below)
and (y) GarMark Partners, L.P. ("GarMark")
shall have the right to designate the
remaining series F Nominee(s) to be elected
by the holders of the Series F Stock;
provided that in the event that Moore shall
own less than 100% of the Series F Stock
owned by it on the original issue date, then
the holders of a majority of the outstanding
Series F Stock, shall have the right to
designate all of the Additional Directors as
nominees for election to the Board of
Directors. The nominees so designated are
herein referred to as the "Series F
Nominees." In furtherance of the foregoing,
the Corporation, acting through its Board of
Directors and in accordance with its
Certificate of Incorporation, Bylaws and
applicable law, shall recommend in the proxy
statement for each annual or special meeting
of stockholders at which any New Director
shall be elected, and shall recommend at each
such stockholders' meeting, as part of the
management or Board of Directors' slate for
election to the Board of Directors, the
Series F Nominees."
3. Article III, Section 4 of the Bylaws is amended by
deleting said Section in its entirety and inserting the following
in lieu thereof.
"Other than with respect to Additional
Directors, vacancies in the Board of
Directors may be filled by a majority of the
remaining directors, though less than a
quorum, or by a sole remaining director, and
each director so elected shall hold office
until his successor is elected at an annual
or a special meeting of the stockholders. In
the case of any vacancy occurring among the
Additional Directors, the Additional
Directors who shall have been so elected
(even if there is a sole remaining Additional
Director) may appoint a successor to hold
office until his successor is elected at an
annual or a special meeting of the
stockholders. If all Additional Directors
shall cease to serve as Directors before
their terms shall expire, the holders of
Series F Stock then outstanding may elect
successors to hold office until each of their
successors are elected at an annual or a
special meeting of the stockholders."
4. Article VI of the Bylaws is hereby amended by
adding the following new Section 3 immediately after Section 2
thereof:
"Section 3. Notwithstanding the foregoing,
no provision of the Bylaws, including,
without limitation, Sections 2, 3 or 4 of
Article III, that relates to Additional
Directors, or which otherwise adversely
affects the benefits intended to be conferred
upon the holders of Series F Stock, shall be
amended, modified, eliminated or otherwise
changed without (x) the consent of the
initial holders of the Series F Stock holding
at least (A) 70% of the outstanding Series F
Stock, or (B) two thirds of the outstanding
Series F Stock on and after the date upon
which Moore owns less than 100% of the shares
of the Series F Stock acquired by it on the
original issue date or (y) in the event that
each of the initial holders of the Series F
Stock, other than GarMark, shall own less
than 50% of the Series F Stock owned by such
initial holder on the original issue date of
the Series F Stock, the consent of the
holders of a majority of the outstanding
shares of Series F Stock, at an annual or
special meeting of stockholders called for
such purpose, or by the written consent of
the holders of Series F Stock pursuant to
Section 228 of the Delaware General
Corporation Law. "