EXHIBIT 3(iii) Certificate of the Rights, Designation and Preferences of the
Series A Convertible Preferred Stock of Humitech International
Group, Inc.
CERTIFICATE OF DESIGNATION
OF THE RIGHTS AND PREFERENCES OF THE
SERIES A CONVERTIBLE PREFERRED STOCK
OF HUMITECH INTERNATIONAL GROUP, INC.
The undersigned, being the President and Secretary, of Humitech International
Group, Inc., a corporation organized and existing under the laws of Nevada (the
"Corporation"), DO HEREBY CERTIFY that, pursuant to the authority conferred on
the Board of Directors by the Certificate of Incorporation and Section 78.195 of
the Corporation Law of Nevada, the Board of Directors adopted the following
resolution providing for the issuance of a series of Preferred Stock:
WHEREAS, the Articles of Incorporation of Humitech International Group,
Inc., a corporation organized and existing under the laws of Nevada (the
"Company"), as amended, provide that the Company has authorized Twenty Million
(20,000,000) shares of $.001 par value preferred stock ("Preferred Stock") and,
further, that the board of directors of this corporation, by resolution only and
without further action or approval, may cause the corporation to issue one or
more series of preferred stock within any class thereof and which series may
have such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, as shall be
standard expressed in the resolution or resolutions adopted by the board of
directors, and to fix the number of shares constituting any series and to
increase or decrease the number of shares of any such series; and
WHEREAS, THE COMPANY DOES HEREBY CERTIFY that pursuant to the authority
contained in its Articles of Incorporation, and in accordance with the
provisions of applicable law of Nevada, the Company's directors have duly
adopted the following resolutions determining the Designations, Rights and
Preferences of a special class of its authorized Preferred Stock, herein
designated as Series A Convertible Preferred Stock:
RESOLVED, that pursuant to the authority vested in the directors of
this Company by its Articles of Incorporation, a special series of preferred
stock of the Company be and is hereby created out of the 10,000,000 shares of
Preferred Stock available for issuance, such series to be designed as Series A
Convertible Preferred Stock (the "Series A"), consisting of Five Million
(5,000,000) shares with $0.01 par value, of which the preferences and relative
rights and qualifications, limitations or restrictions thereof (in addition to
those set forth in the Company's Articles of Incorporation), shall be as
follows:
1. DEFINITIONS
COMMON STOCK. The term "Common Stock" shall mean all shares now or
hereafter authorized of any class of Common Stock of the Company and
any other stock of the Company, howsoever designated, authorized after
the Issue Date, which has the right (subject always to prior rights of
any class or series of Preferred Stock) to participate in the
distribution of the assets and earnings of the Company without limit as
to per share amount.
ISSUE DATE. The term "Issue Date" shall mean the date that shares of
Series A are first issued by the Company.
JUNIOR STOCK. The term "Junior Stock" shall mean, for purposes of these
resolutions, any class or series of stock of the Company authorized
after the Issue Date not entitled to receive any dividends in any
dividend period unless any dividends required to have been paid or
declared and set apart for payment on the Series A shall have been so
paid or declared and set apart for payment and, for purposes of these
resolutions, shall mean Common Stock and any other class or series of
stock of the Company authorized after the Issue Date not entitled to
receive any assets upon liquidation, dissolution or winding up of the
affairs of the Company until the Series A shall have received the
entire amount to which such stock is entitled upon such liquidation,
dissolution or winding up.
PARITY STOCK. The term "Parity Stock" shall mean, for purposes of these
resolutions the Common Stock and any other class or series of stock of
the Company authorized after the Issue Date entitled to receive payment
of dividends subject only to those preferential rights of dividends
granted to the Series A and, for purposes of these resolutions, shall
mean any class or series of stock of the Company authorized after the
Issue Date entitled to receive assets upon liquidation, dissolution or
winding up of the affairs of the Company subject to only those
preferential rights and preference granted to the Series A.
SENIOR STOCK. The term "Senior Stock" shall mean, for purposes of these
resolutions, any class or series of stock of the Company authorized
before the Issue Date of the Series A except for those preferential
rights as granted herein but the right to receive dividends providing
all dividends granted to the Series A shall have been paid or set aside
to be paid, and, for purposes of these resolutions, shall mean any
class or series of stock of the Company authorized after the Issue Date
ranking equal to the Series A and the right to participate in any
distribution upon liquidation, dissolution or winding up of the affairs
of the Company except for those preferential rights granted to the
Series A herein.
2. RIGHTS, POWERS AND PREFERENCES
The Series A shall have the voting powers, preferences and relative,
participating, optional and other special rights, qualifications,
limitations and restrictions as follows:
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A. DESIGNATION, AMOUNT AND PAR VALUE. Out of the Ten Million
(10,000,000) shares of Preferred Stock available for issuance,
such series to be designed as Series A Convertible Preferred
Stock (the "Series A"), consisting of Five Million (5,000,000)
shares with $0.01 par value.
B. RANK. The Series A shall be senior to the Common Stock and any
other series or class of the Company's Preferred Stock.
C. LIQUIDATION RIGHTS.
In the event of any liquidation, dissolution, or winding up of
the Company, whether voluntary or involuntary, the holders of
the Series A then outstanding shall be entitled to be paid out
of the assets of the Company available for distribution to its
shareholders, before any payment or declaration and setting
apart for payment of any amount shall be made at $0.01 per
share.
D. VOTING RIGHTS.
Each share of Series A shall vote on an as converted basis.
3. DIVIDENDS
Without prior written consent of the majority of the holders of Series
A, so long as any shares of Series A shall be outstanding, the Company
shall not declare or pay on any Junior Stock any dividend whatsoever,
whether in cash, property or otherwise, nor shall the Company make any
distribution on any Junior Stock, nor shall any Junior Stock be
purchased or redeemed by the Company or any of its subsidiaries of
which it owns not less than 51% of the outstanding voting stock, nor
shall any monies be paid or made available for a sinking fund for the
purchase or redemption of any Junior Stock, unless all dividends to
which the holders of Series A shall have been entitled for all previous
dividend periods shall have been paid or declared and a sum of money
sufficient for the payment thereof and the Redemption Price is set
apart.
4. CONVERSION
The Series A shall have the following conversion rights (the
"Conversion Rights"):
A. HOLDER'S OPTIONAL RIGHT TO CONVERT. Each share of Series A
shall be convertible, at the option of the holder(s) and after
May 31, 2002, into two shares of the Company's $.001 par value
common stock.
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B. MECHANICS OF CONVERSION. Before any holder of Series A shall
be entitled to convert the same into shares of Common Stock,
such holder shall (i) give written notice to the Company, at
the office of the Company or of its transfer agent for the
Common Stock or the Preferred Stock, that he elects to convert
the same and shall state therein the number of shares of
Series A being converted; and (ii) surrender the certificate
or certificates therefor, duly endorsed. Thereupon the Company
shall promptly issue and deliver to such holder of Series A, a
certificate or certificates for the number of shares of Common
Stock to which such holder shall be entitled. The conversion
shall be deemed to have been made and the resulting shares of
Common Stock shall be deemed to have been issued immediately
prior to the close of business on the date of such notice and
surrender of the shares of Series A.
5. REISSUANCE
No share or shares of Series A acquired by the Company by reason of
conversion or otherwise shall be reissued as Series A, and all such
shares thereafter shall be returned to the status of undesignated and
unissued shares of Preferred Stock of the Company.
6. HEADINGS OR SUBDIVISIONS
The heading of the various subdivisions hereof are for convenience of
reference only and shall not affect the interpretation of any of the
provisions hereto.
7. SEVERABILITY OF PROVISIONS
If any right, preference or limitation of the Series A set forth in
this resolution (as such resolution may be amended from time to time)
is invalid, unlawful or incapable of being enforced by reason of any
rule of law or public policy, all other rights, preferences and
limitations set forth in this resolution (as so amended) which can be
given effect without the invalid, unlawful or unenforceable right,
preference or limitation shall, nevertheless, remain in full force and
effect, and no right, preference or limitation herein set forth shall
be deemed dependent upon any other such right, preference or limitation
unless so expressed herein.
8. STATUS OF REACQUIRED STOCK
Shares of Series A which have been issued and reacquired in any manner
shall, upon compliance with any applicable provisions of Nevada law,
have the status of authorized and unissued shares of Preferred Stock
and may be redesignated and reissued in any series or class.
9. WARRANT RIGHT
The holder of each share of Series A shall have the right until
December 31, 2002 to purchase one share of the Company's $.001 par
value common stock at a price of $2.00 per share.
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IN WITNESS WHEREOF, the undersigned officers of Humitech International Group,
Inc., a Nevada corporation, did hereby execute this Certificate effective March
15, 2002.
/S/ C.J. COMU
---------------------------
C.J. Comu
Chief Executive Officer
/S/ MICHAEL R. DAVIS
---------------------------
Michael R. Davis
Secretary
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