EXHIBIT 3(a)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
C-PHONE CORPORATION
---------------------
Under Section 805 of the
New York Business Corporation Law
---------------------
FIRST: The name of the Corporation is C-Phone Corporation.
SECOND: The Certificate of Incorporation of the Corporation was filed
by the Department of State on March 28, 1986, under the original name Target
Tuning, Inc.
THIRD: The amendment to the Certificate of Incorporation effected by
this Certificate of Amendment is to increase the number of shares of common
stock the Corporation is authorized to issue and to authorize the issuance of
preferred stock.
FOURTH: To accomplish the foregoing amendment, Article FOURTH of the
Certificate of Incorporation is hereby stricken out in its entirety and the
following new Article is substituted in lieu thereof:
"FOURTH: (a) The aggregate number of shares which the
Corporation shall have the authority to issue is twenty-one million
(21,000,000) shares, which shall consist of twenty million (20,000,000)
shares of common stock, $.01 par value ("Common Shares"), and one
million (1,000,000) shares of preferred stock, $.01 par value
("Preferred Shares"). Except as otherwise provided in accordance with
this Certificate of Incorporation, the Common Shares shall have
unlimited voting rights, with each Common Share being entitled to one
vote, and the right to receive the net assets of the Corporation upon
dissolution, with each Common Share participating on a pro rata basis.
(b) The Board of Directors is authorized, from
time to time and without shareholder action, to provide for the
issuance of Preferred Shares in one or more series not exceeding in the
aggregate the number of Preferred Shares authorized by this Certificate
of Incorporation, as amended from time to time; and to determine with
respect to each such series the voting powers, if any (which voting
powers, if granted, may be full or limited), designations, preferences
and relative, participating, option or other special rights, and the
qualifications, limitations or restrictions relating thereto, including
without limiting the generality of the foregoing (i) the voting rights,
if any, relating to Preferred Shares of any series (which may be one or
more votes per share or a fraction of a vote per share or no vote per
share, which may vary over time and which may be applicable generally
or only upon the happening and continuance of stated events or
conditions), (ii) the rate of dividend, if any, to which holders of
Preferred Shares of any series may be entitled (which may be cumulative
or noncumulative), (iii) the rights of holders of Preferred Shares of
any series in the event of liquidation, dissolution or winding up of
the affairs of the Corporation, (iv) the rights, if any, of holders of
Preferred Shares of any series to convert or exchange such Preferred
Shares of such series for shares of any other class or series of
capital stock, or for any other securities, property or assets, of the
Corporation or any subsidiary (including the determination of the price
or prices or the rate or rates applicable to such rights to
16
convert or exchange and the adjustment thereof, and the time or times
during which a particular price or rate shall be applicable), (v)
whether or not the Preferred Shares of any series shall be redeemable
and, if so, the terms and conditions of such redemption, including the
date or dates upon or after which they shall be redeemable, and the
amount per share payable in case of redemptions, which amount may vary
under different conditions and at different dates, and (vi) whether any
Preferred Shares of any series shall be redeemed pursuant to a
retirement or sinking fund or otherwise and the terms and conditions of
such obligation.
(c) Before the Corporation shall issue any
Preferred Shares of any series, a Certificate of Amendment to this
Certificate of Incorporation fixing the voting powers, designations,
preferences, the relative, participating, option or other rights, if
any, and the qualifications, limitations and restrictions, if any,
relating to the Preferred Shares of such series, and the number of
Preferred Shares of such series authorized by the Board of Directors to
be issued shall be filed with the Department of State of the State of
New York in accordance with the New York Business Corporation Law and
shall become effective without any shareholder action. The Board of
Directors is further authorized to increase or decrease (but not below
the number of Preferred Shares of any series then outstanding) the
number of shares of such series subsequent to the issuance of shares of
such series."
FIFTH: The foregoing amendment of the certificate of incorporation was
authorized by the vote at a meeting of the Board of Directors of the Corporation
followed by the vote of the holders of at least a majority of all of the
outstanding shares of the Corporation entitled to vote on such amendment of the
certificate of incorporation.
IN WITNESS WHEREOF, we have subscribed this document on the date set
forth below and do hereby affirm, under penalties of perjury, that the
statements contained herein have been examined by us and are true and correct.
Date: August 8, 1997
/s/ DANIEL P. FLOHR
----------------------------
Daniel P. Flohr, President
/s/ TINA L. JACOBS
----------------------------
Tina L. Jacobs, Secretary
17