EXHIBIT 10.01
FILED: C 5682-99
Certificate to Accompany
JUN 12 2003
RESTATED ARTICLES
(PURSUANT TO NRS IN THE OFFICE OF
78.403 and 82.371) /S/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
DEAN HELLER
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684 5708
Important: Read attached instructions before completing
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This Form is to Accompany Restated Articles of Incorporation
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(Pursuant to NRS 78.403 or 82.371)
(This form may also be used to accompany Restated Articles for
Limited-Liability Companies and Certificates of Limited Partnership
and Business Trusts)
-Remit in Duplicate-
1. Name of Nevada entity as last recorded in this office:
VENDINGDATA CORPORATION
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2. Indicate what changes have been made by checking the appropriate spaces.*
___ The entity name has been amended.
___ The resident agent has been changed.
(attach Certificate of Acceptance from new resident agent)
___ The purpose of the entity has been amended.
_X_ The authorized shares have been amended.
___ The directors, managers or general partners have been amended.
___ The duration of the entity has been amended.
___ IRS tax language has been added.
___ Articles have been added to the articles or certificate.
___ Articles have been deleted from the articles or certificate.
___ None of the above apply. The articles or certificate have been amended
as follows: (provide article numbers, if available)
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*This form is to accompany Restated Articles which contain newly altered or
amended articles.
The Restated Articles must contain all of the requirements as set forth in the
statutes for amending or altering Articles of Incorporation, Articles of
Organization or Certificates of Limited Partnership.
IMPORTANT: Failure to include any of the above information and remit the proper
fees may cause this filing to be rejected.
CERTIFICATE OF AMENDMENT AND RESTATEMENT
OF
ARTICLES OF INCORPORATION
OF
VENDINGDATA CORPORATION,
A NEVADA CORPORATION
THE UNDERSIGNED hereby certifies as follows:
1. He is the duly elected and acting President of VendingData
Corporation, a Nevada corporation (the "Corporation").
2. On December 23, 2002, the Corporation filed a Certificate of Change
in Number of Authorized Shares with the Nevada Secretary of State through which
the Corporation effected a 1-for-5 reverse stock split of its authorized and
outstanding shares of common stock, $.001 par value ("Common Stock"), as of
January 3, 2003.
3. On April 22, 2003, the Board of Directors of the Corporation
unanimously approved the second amendment and restatement of the Corporation's
articles of incorporation (the "Articles"), pursuant to Nevada Revised Statutes
78.385.
4. On May 29, 2003, upon the recommendation of the Board of Directors
of the Corporation, the proposed second amendment to the Articles was submitted
to the stockholders of the Corporation. The stockholders holding 7,625,826
shares of the Company's Common Stock were entitled to vote on the amendment,
with amendment to the Articles requiring the affirmative vote of a majority of
the outstanding shares of Common Stock. The holders of 6,576,187 shares of
Common Stock, constituting 86% of those votes entitled to be cast, voted in
favor of the amendment to Article IV increasing the authorized Common Stock from
16,000,000 to 25,000,000 shares. The Company having received the approval
required for the amendment to Article IV, the amendment as set forth below is
incorporated in the Second Amended and Restated Articles of Incorporation
attached hereto.
5. Article IV, Shares of Stock, is hereby deleted and replaced in its
entirety with a new Article IV to read in full as follows:
ARTICLE IV
SHARES OF STOCK
SECTION 4.1. CAPITAL STOCK
The Corporation is authorized to issue twenty-five million
(25,000,000) shares of common stock, $.001 par value ("Common Stock"),
and ten million (10,000,000) shares of preferred stock, $.001 par value
("Preferred Stock"). Common Stock and Preferred Stock may be issued
from time to time without action by the stockholders. Common Stock and
Preferred Stock may be issued for such consideration as may be fixed
from time to time by the Board of Directors.
SECTION 4.2. COMMON STOCK
The shares of authorized Common Stock of the Corporation shall
be identical in all respects and shall have equal rights and
privileges.
SECTION 4.3. PREFERRED STOCK
The Board of Directors shall have authority to issue the
shares of Preferred Stock from time to time on such terms as it may
determine, and to divide the Preferred Stock into one or more series
and in connection with the creation of any such series to fix by the
resolution or resolutions providing for the issue of shares thereof the
voting powers, full or limited, or no voting powers, the designations,
powers and relative, participating, optional, or other special rights
of such series, and qualifications, limitations, or restrictions
thereof, to the full extent now or hereafter permitted by law.
SECTION 4.4. VOTING POWER FOR HOLDERS OF COMMON STOCK AND PREFERRED
STOCK
Except as otherwise provided in these Articles of
Incorporation, each holder of Common Stock shall be entitled to one
vote for each share of Common Stock held by him or her on all matters
submitted to stockholders for a vote and each holder of any series of
Preferred Stock shall have no voting rights, either general or
specific, of any kind whatsoever except to the extent expressly so
provided by the Board of Directors pursuant to Section 4.3 hereof.
6. The text of the Second Amended and Restated Articles of
Incorporation is hereby amended by this Certificate to read in full as follows:
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SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
VENDINGDATA CORPORATION
A NEVADA CORPORATION
ARTICLE I
NAME
The name of the corporation is VendingData Corporation (the
"Corporation").
ARTICLE II
RESIDENT AGENT AND REGISTERED OFFICE
The name and address of the Corporation's resident agent for service of
process is Stacie L. Brown, 6830 Spencer Street, Las Vegas, Nevada 89119.
ARTICLE III
PURPOSE
The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the NRS.
ARTICLE IV
SHARES OF STOCK
SECTION 4.1. CAPITAL STOCK
The Corporation is authorized to issue twenty-five million (25,000,000)
shares of common stock, $.001 par value ("Common Stock"), and ten million
(10,000,000) shares of preferred stock, $.001 par value ("Preferred Stock").
Common Stock and Preferred Stock may be issued from time to time without action
by the stockholders. Common Stock and Preferred Stock may be issued for such
consideration as may be fixed from time to time by the Board of Directors.
SECTION 4.2. COMMON STOCK
The shares of authorized Common Stock of the Corporation shall be
identical in all respects and shall have equal rights and privileges.
SECTION 4.3. PREFERRED STOCK
The Board of Directors shall have authority to issue the shares of
Preferred Stock from time to time on such terms as it may determine, and to
divide the Preferred Stock into one or more series and in connection with the
creation of any such series to fix by the resolution or resolutions providing
for the issue of shares thereof the voting powers, full or limited, or no voting
powers, the designations, powers and relative, participating, optional, or other
special rights of such series, and qualifications, limitations, or restrictions
thereof, to the full extent now or hereafter permitted by law.
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SECTION 4.4. VOTING POWER FOR HOLDERS OF COMMON STOCK AND PREFERRED STOCK
Except as otherwise provided in these Articles of Incorporation, each
holder of Common Stock shall be entitled to one vote for each share of Common
Stock held by him or her on all matters submitted to stockholders for a vote and
each holder of any series of Preferred Stock shall have no voting rights, either
general or specific, of any kind whatsoever except to the extent expressly so
provided by the Board of Directors pursuant to Section 4.3 hereof.
ARTICLE V
DIRECTORS
The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors, which consist of not less than
one (1) and no more than ten (10) directors. Provided that the Corporation has
at least one director, the number of directors may at any time or times be
increased or decreased as provided in the Bylaws.
ARTICLE VI
BYLAWS
The Board of Directors shall have power to make, alter, amend and
repeal the Bylaws of the Corporation. Any Bylaws made by the Board of Directors
under the powers conferred hereby may be altered, amended or repealed by a
majority vote of the entire Board of Directors or by a two-thirds vote of all of
the stock issued and outstanding at any annual or special meeting of
stockholders, provided that notice of intention to amend shall have been
contained in the notice for such meeting.
ARTICLE VII
DIRECTORS' AND OFFICERS' LIABILITY
A director or officer of the Corporation shall not be personally liable
to this Corporation or its stockholders for damages for breach of fiduciary duty
as a director or officer, but this Article shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or (ii) the unlawful
payment of distributions. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation for acts or omissions prior to such repeal or
modification.
ARTICLE VIII
INDEMNITY
Every person who was or is a party to, or is threatened to be made a
party to, or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he, or a
person of whom he is the legal representative, is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under the laws of the
State of Nevada from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connection therewith. Such
right of indemnification shall be a contract right, which may be enforced in any
manner desired by such person. The expenses of directors and officers incurred
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in defending a civil or criminal action, suit or proceeding must be paid by the
Corporation as they are incurred and in advance of the final disposition of the
action suit or proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
Corporation. Such right of indemnification shall not be exclusive of any other
right which such directors, officers or representatives may have or hereafter
acquire, and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any bylaw,
agreement, vote of stockholders, provision of law, or otherwise, as well as
their rights under this Article.
Without limiting the application of the foregoing, the Board of
Directors may adopt Bylaws from time to time with respect to indemnification, to
provide at all times the fullest indemnification permitted under the laws of the
State of Nevada, and may cause the Corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the Corporation would have the power to indemnify
such person. The indemnification provided in this Article shall continue as to a
person who has ceased to be a director, officer, employee, agent, and shall
inure to the benefit of the heirs, executors and administrators of such person.
ARTICLE IX
GAMING REGULATORY MATTERS
If the Nevada Gaming Commission or the governing gaming regulatory
agency of a jurisdiction in which the Corporation holds a privileged license
(collectively "Gaming Regulatory Authorities") at any time determines that a
holder of stock or other security of this Corporation is unsuitable to hold such
stock or other security, then, until such stock or security is no longer owned
by such person, (a) the Corporation shall not be required or permitted to pay
any dividend or interest with respect to the stock or security, (b) the holder
of such stock or security shall not be entitled to vote on any matter as the
holder of such stock or security, and such stock or security shall not, for any
purpose whatsoever, be included in the stock or security of the Corporation
entitled to vote, and (c) the Corporation shall not pay any remuneration in any
form to the holder of such stock or security.
If the Gaming Regulatory Authorities determine that a holder of stock
or other security of this Corporation is unsuitable, such holder shall, upon
written demand of the Corporation, relinquish ownership of such stock or
security and, if the Corporation determines it to be necessary, the Corporation
may purchase such stock or security for cash at fair market value to be
determined at the sole discretion of the Corporation.
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IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of June,
2003, hereby declaring and certifying that the facts stated hereinabove are
true.
By: /s/ Stacie L. Brown, Attorney-in-Fact for
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Steven J. Blad
President
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