EXHIBIT 1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
EUROTELECOM COMMUNICATIONS, INC.
Under Section 242 of the
General Corporation Law of the State of Delaware
EuroTelecom Communications, Inc (the "Corporation") a corporation
organized and existing under and by virtue of the General Corporation Laws of
the State of Delaware, DOES HEREBY CERTIFY:
That the Board of Directors of the Corporation, by resolution
unanimously adopted by all of the members of the Board of Directors, adopted the
following resolutions proposing and declaring advisable the following amendments
to the Certificate of Incorporation of the Corporation:
That Article 4 of the Certificate of Incorporation is hereby amended to include
a new paragraph (e) as follows:
"(e) The holders of Common Stock shall have conversion rights as
follows (the "Conversion Rights"):
(i) VOLUNTARY CONVERSION. Each share of outstanding Common
Stock shall be convertible, at the option of the holder thereof, into an equal
number of fully paid and non-assessable shares of Class A Common Stock of the
Corporation. The right to convert will apply at any time during the period [ ] ,
2000 to [ ] , 2000, and thereafter specifically on the following dates only:
March 1, June1, September 1 and December 1 in the calendar years 2001 and 2002.
The right to convert will end on December 1, 2002 ("the Final Conversion Date").
For purposes of this Paragraph (e)(i), such conversion shall be deemed to have
been made immediately prior to the close of business on the date of such
surrender of the shares of Common Stock to be converted, and the person or
persons entitled to receive the shares of Class A Common Stock issuable upon
such conversion shall be treated for all purposes as the record holder or
holders of such shares of Class A Common Stock as of such date.
(ii) MECHANICS OF CONVERSION. Before any holder of Common
Stock shall be entitled to convert the same into shares of Class A Common Stock,
such holder shall surrender the certificate or certificates therefor, duly
endorsed, at the office of the Corporation or of any transfer agent for the
Common Stock, and shall give written notice to the Corporation at its principal
corporate office, of the election to convert the same and shall state therein
the name or names in which the certificate or certificates for shares of Class A
Common Stock are to be issued. The Corporation shall, as soon as practicable
thereafter, issue and deliver, to such holder of Common Stock, or to the nominee
or nominees of such holder, a certificate or certificates for the number of
shares of Class A Common Stock to which such holder shall be entitled as
aforesaid. Such conversion shall be deemed to have been made immediately prior
to the close of business on the date of such surrender of the shares of Class A
Common Stock to be converted, and the person or persons entitled to receive the
shares of Class A Common Stock issuable upon such conversion shall be treated
for all purposes as the record holder or holders of such shares of Class A
Common Stock as of such date.
(iii) RESERVATION OF SHARES. The Corporation shall at all
times prior to and including the Final Conversion Date reserve and keep
available, out of its authorized but unissued shares of Class A Common Stock or
out of shares of Class A Common Stock held in its treasury, solely for the
purpose of effecting the conversion of the shares of the Common Stock, the full
number of shares of Class A Common Stock deliverable upon the conversion of all
shares of the Common Stock from time to time outstanding.
(iv) TAXES, ETC. The Corporation will pay any taxes that may
be payable in respect of any issue or delivery of shares of Class A Common Stock
on conversion of shares of the Common Stock. However, the Corporation shall not
be required to pay any tax which may be payable in respect to any transfer
involved in the issue and delivery of shares of Class A Common Stock upon
conversion in a name other than that in which the shares of the Common Stock so
converted were registered, and no such issue or delivery shall be made unless
and until the person requesting such issue or delivery has paid to the
Corporation the amount of any such tax, or has established, to the satisfaction
of the Corporation, that such tax has been paid.
(v) ASSURANCES. The Corporation will not, by amendment of its
Certificate of Incorporation, as amended, or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Corporation, but will at all times in good faith assist in the
carrying out of all the provisions of this Paragraph (e) and in the taking of
all such action as may be necessary or appropriate in order to protect the
conversion rights of the holders of the Common Stock against impairment.
(vi) REISSUANCE. No shares of Common Stock which have been
converted to Class A Common Stock shall be reissued by the Corporation;
provided, however, that any such share, upon being converted and canceled, shall
be restored to the status of an authorized but unissued share of Common Stock
and may thereafter be issued as a share of Common Stock."
That the aforesaid amendments to the Certificate of Incorporation are
to be presented to shareholders of the Corporation for their approval at a
special meeting of the Company in accordance with Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Philip Derry, its President, and attested by Graham Ford, its
Secretary, this day of [ ], 2000.
EuroTelecom Communications, Inc.
By: /s/ Philip Derry
Philip Derry, President
ATTEST:
By: /s/ Graham Ford
Graham Ford
Secretary
[FRONT]
PROXY
EUROTELECOM COMMUNICATIONS, INC.
FARFIELD PARK, WATH UPON DEARNE, SOUTH YORKSHIRE S63 5DB
ENGLAND
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SPECIAL MEETING OF STOCKHOLDERS - [ ], 2000
THE UNDERSIGNED HEREBY APPOINTS GRAHAM FORD AND DAVID LINELL, OR EITHER
OF THEM, AS PROXY OR PROXIES OF THE UNDERSIGNED WITH FULL POWER OF SUBSTITUTION
TO ATTEND AND TO REPRESENT THE UNDERSIGNED AT THE SPECIAL MEETING OF
STOCKHOLDERS OF EUROTELECOM COMMUNICATIONS, INC. (THE "COMPANY") TO BE HELD ON [
], 2000, AND AT ANY ADJOURNMENTS THEREOF, AND TO VOTE THEREAT THE NUMBER OF
SHARES OF STOCK OF THE COMPANY THE UNDERSIGNED WOULD BE ENTITLED TO VOTE IF
PERSONALLY PRESENT, IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THIS PROXY
CARD. ANY PROXY HERETOFORE GIVEN BY THE UNDERSIGNED WITH RESPECT TO SUCH STOCK
IS HEREBY REVOKED.
AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION TO GIVE RIGHT
OF CONVERSION TO HOLDERS OF COMMON STOCK TO CONVERT TO SHARES OF CLASS
A COMMON STOCK
[ ] FOR THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO GIVE A
RIGHT OF CONVERSION TO HOLDERS OF COMMON STOCK.
[ ] AGAINST THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO GIVE A
RIGHT OF CONVERSION TO HOLDERS OF COMMON STOCK.
[ ] ABSTAIN
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE ON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING.
IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE ABOVE
PROPOSAL.
[REVERSE]
DATED: ___________________________________________________, 2000
NAME: ___________________________________________________________
SIGNED: __________________________________________________________
PLEASE SIGN EXACTLY AS NAME APPEARS ABOVE. FOR JOINT ACCOUNTS, EACH JOINT OWNER
MUST SIGN. PLEASE GIVE FULL TITLE IF SIGNING IN A REPRESENTATIVE CAPACITY.
[ ] PLEASE CHECK IF YOU PLAN TO ATTEND THE MEETING
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE