Exhibit 3.1(i)
Articles of Amendment to our Articles of Incorporation creating our Series A
Preferred Stock.
Articles of Amendment
to the
Articles of Incorporation
of
Proton Laboratories, Inc.
A State of Washington Corporation
Person to contact about this filing: tel. (713) 461-2627 ext. 210
Joel Seidner, Esq.
UBI NUMBER: 602 021 123
(a) The name of the corporation is Proton Laboratories, Inc.
(b) The Articles of Incorporation are hereby amended to add the terms of Series
A Preferred Stock as follows:
Certificate of the Designation, Preferences, Rights and
Limitations
of
Series A Convertible Preferred Stock
of
Proton Laboratories, Inc.
Proton Laboratories, Inc., (hereinafter referred to as the
"Corporation"), a corporation incorporated and existing under the
laws of the State of Washington,
DOES HEREBY CERTIFY:
That, the Articles of Incorporation of the Corporation authorizes
the issuance of 20,000,000 shares of Preferred Stock, $0.0001 par
value per share, and expressly vests in the Board of Directors of
the Corporation the authority to issue any or all of said shares
in one or more series and by resolution or resolutions of the
Board of Directors to establish the designation, number, full or
limited voting powers, or the denial of voting
powers, preferences and relative, participating, optional, and
other special rights and the qualifications, limitations,
restrictions and other distinguishing characteristics of each
series to be issued:
RESOLVED, that pursuant to the authority conferred upon the Board
of Directors by the Articles of Incorporation, the Series A
Convertible Preferred Stock, par value $0.0001 with a stated
value of $10.00 per share ("Preferred Stock"), is hereby
authorized and created, said series to consist of up to 400,000
shares. The voting powers, preferences and relative,
participating, optional and other special rights, and the
qualifications, limitations or restrictions thereof shall be as
follows:
1. DIVIDENDS ON PREFERRED STOCK.
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The holders of Preferred Stock shall be entitled to receive
out of funds legally available therefor, dividends at the
rate of eight percent (8%) per year in cash, payable in
arrears. Any dividend payment that is missed shall be
cumulative. Dividends accrued and unpaid shall be based on a
365 day year.
2. CONVERSION OF PREFERRED STOCK INTO COMMON STOCK.
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(a) Each holder of shares of Preferred Stock may, at his option
and at any time and from time to time, convert any or all
such shares, plus all dividends accrued and unpaid on such
Preferred Stock up to the conversion date, on the terms and
conditions set forth in this Section 2, into fully paid and
non-assessable shares of the Corporation's Common Stock
except that with respect to any shares of Preferred Stock
called for redemption, the conversion right shall terminate
at the close of business on the business day prior to the
Redemption Date, unless default is made in the payment of
the Redemption Price. The number of shares of Common Stock
into which each share of Preferred Stock may be converted
shall be determined by multiplying the number of shares of
Preferred Stock to be converted by five (a "Conversion
Ratio"). The number of shares of Common Stock into which all
dividends accrued and unpaid on such Preferred Stock may be
converted shall be determined by dividing the dollar amount
of the sum of all dividends accrued and unpaid on such
Preferred Stock by two (a "Conversion Ratio").
For example, one share of the Preferred Stock may be
converted into five shares of common stock. For example,
$10,000 in dividends accrued and unpaid may be converted
into 5,000 shares of common stock.
(b) Conversion Procedure.
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(i) Conversion of Preferred Stock. To exercise his
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Preferred Stock conversion privilege, the holder of any
shares of Preferred Stock shall surrender to the Corporation
during regular business hours at the principal executive
offices of the Corporation or at such other place as may be
designated by the Corporation from time to time, the
certificate or certificates for the Preferred Stock to be
converted, duly endorsed for transfer to the Corporation
accompanied by written notice stating that the holder
irrevocably elects to convert such shares. Conversion shall
be deemed to have been effected on the date when such
delivery is made, and such date is referred to herein as the
"Conversion Date." Within five (5) business days after the
date on which such delivery is made, the Corporation shall
issue and send (with receipt to be acknowledged) to the
holder thereof, at the address designated by such holder, a
certificate or certificates for the number of full shares of
Common Stock to which the holder is entitled as a result of
such conversion, and cash with respect to any fractional
interest of a share based on a deemed per share value of
common stock of $2.00 per share of Common Stock as provided
in paragraph (c) of this Section 2. The holder shall be
deemed to have become a stockholder of record of the number
of shares of Common Stock into which the shares of Preferred
Stock have been converted on the applicable Conversion Date
unless the transfer books of the Corporation are closed on
that date, in which event he shall be deemed to have become
a stockholder of record of such shares on the next
succeeding date on which the transfer books are open, but
the Conversion Ratio shall be that in effect on the
Conversion Date. Upon conversion of only a portion of the
number of shares of Preferred Stock represented by a
certificate or certificates surrendered for conversion, the
Corporation shall within three (3) business days after the
date on which such delivery is made, issue and send (with
receipt to be acknowledged) to the holder thereof, at the
address designated by such holder, a new certificate
covering the number of shares of Preferred Stock
representing the unconverted portion of the certificate or
certificates so surrendered.
(ii) Conversion of dividends accrued and unpaid. To
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exercise his conversion privilege for dividends accrued and
unpaid, the holder of any shares of Preferred Stock shall
deliver a notice to the Corporation during regular business
hours at the principal executive offices of the Corporation
or at such other place as may be designated by the
Corporation from time to time, stating the dollar amount of
dividends accrued and unpaid for his Preferred
Stock accompanied by written notice stating that the holder
irrevocably elects to convert such dividends accrued and
unpaid. Conversion shall be deemed to have been effected on
the date when such delivery is made, and such date is
referred to herein as the "Conversion Date." Within five (5)
business days after the date on which such delivery is made,
the Corporation shall issue and send (with receipt to be
acknowledged) to the holder thereof, at the address
designated by such holder, a certificate or certificates for
the number of full shares of Common Stock to which the
holder is entitled as a result of such conversion, and cash
with respect to any fractional interest of a share based on
a deemed per share value of common stock of $2.00 per share
of Common Stock as provided in paragraph (c)(i) and (ii) of
this Section 2. The holder shall be deemed to have become a
stockholder of record of the number of shares of Common
Stock into which the dividends accrued and unpaid have been
converted on the applicable Conversion Date unless the
transfer books of the Corporation are closed on that date,
in which event he shall be deemed to have become a
stockholder of record of such shares on the next succeeding
date on which the transfer books are open, but the
Conversion Ratio shall be that in effect on the Conversion
Date.
(c) No fractional shares of Common Stock or scrip shall be
issued upon conversion of shares of Preferred Stock or the
dividends accrued and unpaid. If more than one share of
Preferred Stock shall be surrendered for conversion at any
one time by the same holder, the number of full shares of
Common Stock issuable upon conversion thereof shall be
computed on the basis of the aggregate number of shares of
Preferred Stock so surrendered. Instead of any fractional
shares of Common Stock which would otherwise be issuable
upon conversion of any shares of Preferred Stock or upon the
conversion of dividends accrued and unpaid, the Corporation
shall make a cash payment to the holder based on the deemed
per share value of common stock of $2.00 per share of Common
Stock.
(d) The Corporation shall at all times reserve for issuance and
maintain available, out of its authorized but unissued
Common Stock, solely for the purpose of effecting the
conversion of the Preferred Stock, the full number of shares
of Common Stock deliverable upon the conversion of all
Preferred Stock from time to time outstanding. The
Corporation shall from time to time (subject to obtaining
necessary director and stockholder action), in accordance
with the laws of the State of Washington, increase the
authorized number of shares of its Common Stock if at any
time the authorized number of shares of its Common Stock
remaining
unissued shall not be sufficient to permit the conversion of
all of the shares of Preferred Stock at the time outstanding
and any dividends accrued and unpaid.
(e) If any shares of Common Stock to be reserved for the purpose
of conversion of shares of Preferred Stock require by law
registration or listing with, or approval of, any
governmental authority, stock exchange or other regulatory
body under any federal or state law or regulation or
otherwise, including registration under the Securities Act
of 1933, as amended, and appropriate state securities laws,
before such shares may be validly issued or delivered upon
conversion, the Corporation will in good faith and as
expeditiously as possible meet such registration, listing or
approval, as the case may be.
(f) All shares of Common Stock which may be issued upon
conversion of the shares of Preferred Stock or dividends
accrued and unpaid will, upon issuance by the Corporation,
be validly issued, fully paid and non-assessable and free
from all taxes, liens and charges with respect to the
issuance thereof.
(g) The Conversion Ratios in effect for Preferred Stock and the
dividends accrued and unpaid shall be subject to adjustment
from time to time as follows:
(i) Stock Splits, Dividends and Combinations. In the event that
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the Corporation shall at any time subdivide the outstanding
shares of Common Stock, the Conversion Ratios in effect
immediately prior to such subdivision or the issuance of
such subdivision shall be proportionately decreased, and in
case the Corporation shall at any time combine the
outstanding shares of Common Stock, the Conversion Ratio in
effect immediately prior to such combination shall be
proportionately increased, effective at the close of
business on the date of such subdivision.
(ii) Non-Cash Dividends, Stock Purchase Rights, Capital
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Reorganization and Dissolutions. In the event:
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(A) that the Corporation shall take a record of the holders of
its Common Stock for the purpose of entitling them to
receive a dividend, or any other distribution, payable
otherwise than in cash; or
(B) that the Corporation shall take a record of the holders of
its Common Stock for the purpose of entitling them to
subscribe for or purchase any shares of stock of any class
or other securities, or
to receive any other rights; or
(C) of any capital reorganization of the Corporation,
reclassification of the capital stock of the Corporation
(other than a subdivision or combination of its outstanding
shares of Common Stock), consolidation or merger of the
Corporation with or into another corporation, share exchange
for all outstanding shares of Common Stock under a plan of
exchange to which the Corporation is a party, or conveyance
of all or substantially all of the assets of the Corporation
to another corporation; or
(D) of the voluntary or involuntary dissolution, liquidation or
winding up of the Corporation;
then, and in any such case, the Corporation shall cause to be
mailed to the holders of record of the outstanding Preferred
Stock, at least 10 days prior to the date hereinafter specified,
a notice stating the date on which (x) a record is to be taken
for the purpose of such dividend, distribution or rights, or (y)
such reclassification, reorganization, consolidation, merger,
share exchange, conveyance, dissolution, liquidation or winding
up is to take place and the date, if any is to be fixed, as of
which holders of Corporation securities of record shall be
entitled to exchange their shares of Corporation securities for
securities or other property deliverable upon such
reclassification, reorganization, consolidation, merger, share
exchange, conveyance, dissolution, liquidation or winding up.
3. VOTING. The shares of Preferred Stock do not have the
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right to vote.
4. LIQUIDATION RIGHTS.
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(a) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of
shares of Preferred Stock then outstanding shall be entitled
to receive out of assets of the Corporation available for
distribution to stockholders, before any distribution of
assets is made to holders of Common Stock, an amount equal
to $10.00 per share, plus accumulated and unpaid dividends
thereon to the date fixed for distribution ("Liquidation
Amount").
(b) A consolidation or merger of the Corporation (in the event
that the Corporation is not the surviving entity) or sale of
all or substantially all of the Corporation's assets shall
be regarded as a liquidation, dissolution or winding up of
the affairs of the Corporation within the meaning of this
Section 4. In the event of
such a liquidation as contemplated by this Section 4(b), the
holders of Preferred Stock shall be entitled to receive an
amount equal to the greater of the Liquidation Amount or
that which such holders would have received if they had
converted their Preferred Stock into Common Stock
immediately prior to such liquidation or winding up (without
giving effect to the liquidation preference of or any
dividends on any other capital stock ranking prior to the
Common Stock).
(c) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation which involves
the distribution of assets other than cash, the Corporation
shall promptly engage competent independent appraisers to
determine the value of the assets to be distributed to the
holders of shares of Preferred Stock and the holders of
shares of Common Stock. The Corporation shall, upon receipt
of such appraiser's valuation, give prompt written notice to
each holder of shares of Preferred Stock of the appraiser's
valuation.
5. OTHER MATTERS.
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The Corporation may create, authorize or issue shares of any
class or series of stock, or any security convertible into
such class or series ranking senior to, junior to, or on
parity with the Preferred Stock as to payment of dividends
or as distributions in the event of a liquidation,
dissolution or winding up of the Corporation.
(c) This amendment was adopted on May 19, 2004.
(d) This amendment was duly adopted by the Board of Directors. Shareholders
action was not required.
This document is hereby executed under penalties of perjury, and is, to the best
of my knowledge, true and correct.
/s/Edward Alexander
May 19, 2004
Signature of Officer