Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ALL AMERICAN SEMICONDUCTOR, INC.
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The undersigned, President and Corporate Secretary of All American
Semiconductor, Inc., a Delaware corporation (the "Corporation"), do hereby
certify:
FIRST: That at a special meeting of the Board of Directors the
following resolution was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware and the
By-laws of the Corporation, setting forth a proposed amendment to the
Certificate of Incorporation of the Corporation, as previously amended,
declaring said amendment to be advisable and directing that said amendment be
submitted at the next annual meeting of the shareholders of the Corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that, subject to obtaining the approval of
shareholders of the Corporation holding a majority of the
outstanding shares of common stock of the Corporation, Article 4
of the Certificate of Incorporation of the Corporation, as
previously amended (the "Certificate"), be, and it hereby is
authorized and deemed advisable to be, further amended by adding,
at the end thereof, the following additional paragraphs (the
"Reverse Stock Split Amendment"):
"Simultaneously with the effective date of
this Certificate of Amendment (the "Effective
Date"), all issued and outstanding shares of common
stock ("Existing Common Stock") shall be and hereby
are automatically combined and reclassified as
follows: each five (5) shares of Existing Common
Stock shall be combined and reclassified (the
"Reverse Stock Split") as one share of issued and
outstanding common stock ("New Common Stock"),
provided, that there shall be no fractional shares
of New Common Stock. In the case of any holder of
fewer than five (5) shares of Existing Common Stock
or any number of shares of Existing Common Stock
which, when divided by five (5), does not result in
a whole number (a "Fractional Shareholder"), the
fractional share interest of New Common Stock held
by any Fractional Shareholder as a result of the
Reverse Stock Split shall be rounded up to the
nearest whole share of New Common Stock.
The Corporation shall, through its transfer
agent, provide certificates representing New Common
Stock to holders of Existing Common Stock in
exchange for certificates representing Existing
Common Stock. From and after the Effective Date,
certificates representing shares of Existing Common
Stock are hereby canceled and shall represent only
the right of the holders thereof to receive New
Common Stock.
From and after the Effective Date, the term
"New Common Stock" as used in this Article 4 shall
mean common stock as provided in this Certificate of
Incorporation. The par value of the common stock
shall remain as otherwise provided in Article 4 of
this Certificate of Incorporation."
SECOND: That thereafter, pursuant to the resolution of the Board of
Directors, an annual meeting of the shareholders of the Corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the Reverse Stock Split
Amendment.
THIRD: That said amendment to the Certificate of Incorporation was
duly adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware and, accordingly, Article 4 of the
Certificate of Incorporation is amended as provided herein.
FOURTH: That said amendment shall be effective at 11:59 P.M., daylight
savings time, on the date this Certificate of Amendment is filed and accepted by
the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Bruce M. Goldberg, its President, and Howard L. Flanders, its
Corporate Secretary, this 1st day of June, 1999.
/s/ BRUCE M. GOLDBERG
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Bruce M. Goldberg, President
/s/ HOWARD L. FLANDERS
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Howard L. Flanders, Corporate Secretary
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this 1st day of
June, 1999, by Bruce M. Goldberg, as President of All American Semiconductor,
Inc., a Delaware corporation, on behalf and as the act and deed of said
corporation. He is personally known to me or has produced identification and he
swore that the facts stated therein are true and correct.
Sign Name: /s/ GAIL G. BOLDEN
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Print Name: Gail G. Bolden
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My Commission Expires: 8/9/2002 NOTARY PUBLIC
Serial No (none, if blank):CC765907
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[NOTARIAL SEAL]
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this 1st day of
June, 1999, by Howard L. Flanders, as Corporate Secretary of All American
Semiconductor, Inc., a Delaware corporation, on behalf and as the act and deed
of said corporation. He is personally known to me or has produced identification
and he swore that the facts stated therein are true and correct.
Sign Name: /s/ GAIL G. BOLDEN
-----------------------
Print Name: Gail G. Bolden
-----------------------
My Commission Expires: 8/9/2002 NOTARY PUBLIC
Serial No (none, if blank):CC765907
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[NOTARIAL SEAL]
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