CERTIFICATE OF AMENDMENT Exhibit 3.1.1
OF -------------
ARTICLES OF INCORPORATION
OF
SYNBIOTICS CORPORATION
Kenneth M. Cohen and Michael K. Green certify that:
1. They are the president and secretary, respectively, of Synbiotics
Corporation, a California corporation.
2. Article FOURTH of the Articles of Incorporation of this corporation is
amended in its entirety to read as follows:
"FOURTH: The corporation is authorized to issue two classes of stock, to
be designated, respectively, "Common Stock" and "Preferred
Stock". The total number of shares which the corporation is
authorized to issue is 49,800,000 shares. 24,800,000 shares
shall be Common Stock and 25,000,000 shares shall be Preferred
Stock.
The Preferred Stock may be issued from time to time in one or
more series. The Board of Directors is hereby authorized to fix
or alter the dividend rights, dividend rate, conversion rights,
voting rights, rights and terms of redemption (including sinking
fund provisions), redemption price or prices, and the liquidation
preferences of any wholly unissued series of Preferred Stock, and
the number of shares constituting any such series and the
designation thereof, or any of them; and to increase or decrease
the number of shares of any series subsequent to the issuance of
shares of that series, but not below the number of shares of such
series then outstanding. In case the number of shares of any
series shall be so decreased, the shares constituting such
decrease shall resume the status that they had prior to the
adoption of the resolution originally fixing the number of shares
of such series."
3. The foregoing amendment and restatement of articles of incorporation has
been duly approved by the Board of Directors.
4. The foregoing amendment of the Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section
902 of the California Corporations Code. The current total number of
outstanding shares of the corporation is 8,644,310 shares of Common Stock.
(No shares of Series B Common Stock are outstanding). The number of shares
voting in favor of the amendment equaled or exceeded the vote required.
The percentage vote required was more than 50 percent of all outstanding
shares. No shares of Preferred Stock are outstanding.
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We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATED: July 30, 1998
/s/ Kenneth M. Cohen
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Kenneth M. Cohen, President
/s/ Michael K. Green
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Michael K. Green, Secretary
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