S.W. LAM, INC.
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
OF A SERIES OF 100,000 SHARES OF PREFERRED STOCK,
$.001 PAR VALUE, DESIGNATED
"SERIES A PREFERRED STOCK"
S.W. Lam, Inc., a Nevada Corporation (the "Corporation"), by way of this
Certificate of Designation, Preferences and Rights (as it may hereafter be
amended, modified or supplemented upon vote of the Board of Directors of the
Corporation and approval of all holders of Series A Preferred Stock, as such
term is hereinafter defined, this ("Certificate") certifies that, pursuant to
the authority expressly vested in the Board of Directors by the Corporation's
Articles of Incorporation, and in accordance with the provisions of Section
78.195 of the Nevada Revised Statutes, the Board of Directors of the Corporation
has duly adopted the following resolutions creating a series of its Preferred
Stock designated as Series A Preferred Stock:
RESOLVED, that pursuant to the authority expressly granted to and vested in
the Board of Directors of the Corporation by the provisions of the Articles
of Incorporation of the Corporation, as amended, this Board of Directors
hereby creates a series of Preferred Stock, $.001 par value, and this Board
of Directors hereby fixes the designation and the voting power, preferences
and rights, and the qualifications, limitations or restrictions thereof, of
the shares of such series (in addition to the powers, preferences and
rights, and the qualifications, limitations or restrictions thereon, set
forth in the Articles of Incorporation, as amended, which are applicable to
all series of Preferred Stock of the Corporation) as follows:
One hundred thousand (100,000) shares of Preferred Stock, par value $.001
per share, of the Corporation are hereby constituted as a series of
Preferred Stock designated as Series A Preferred Stock (the "Series A
Preferred Stock") with the voting powers and the preferences and rights
hereinafter set forth:
SECTION 1. DIVIDENDS. The holders of shares of Series A Preferred Stock
(the "Preferred Shares") shall be entitled to receive out of the assets of the
Corporation legally available for dividends such dividends in cash, stock or
property as the board of directors shall, in its discretion, declare from time
to time.
SECTION 2. LIQUIDATION PREFERENCE. In the event of any liquidation,
dissolution or winding up of the affairs of the Corporation, whether voluntary
or involuntary, the holders of the Preferred Shares shall be entitled to be paid
first out of the assets of the Corporation available for distribution to holders
of the Corporation's capital stock of all classes an amount equal to $.001 per
share of Series A Preferred Stock, and no more, before any distribution shall be
made to the holders of the Common Stock or any other class of capital stock or
series thereof ranking junior to the Preferred Shares with respect to the
-1-
distribution of assets. If the assets of the Corporation shall be insufficient
to permit the payment in full to the holders of the Preferred Shares of the
amounts thus distributable, then the entire assets of the Corporation available
for such distribution shall be distributed ratably among the holders of the
Preferred Shares in proportion to the full preferential amount each such holder
is otherwise entitled to receive.
SECTION 3. VOTING RIGHTS. The holders of the Series A Preferred Stock
shall, as a class, be entitled to such number of votes as shall constitute
thirty percent (30%) of the total eligible votes in all matters voted on by the
shareholders of the Corporation an shall be further entitled to such voting
rights as may be expressly required by law. Without the approval of holders of a
majority of the outstanding Preferred Shares, the Corporation shall not (a)
authorize, create or issue any shares of any class or series ranking senior to
the Preferred Shares as to liquidation rights, (b) amend, alter or repeal, by
any means, the Certificate of Incorporation if the powers, preferences, or
special rights of the Preferred Shares would be adversely affected, or (c)
become subject to any restriction on the Preferred Shares, other than
restrictions arising solely under the General Corporation Law of the State of
Nevada or existing under the Certificate of Incorporation as in effect on
October 10, 1996.
SECTION 4. RIGHTS OTHERWISE IDENTICAL. In all other respects, each share of
the Series A Preferred Stock and the share of any other series, if any, shall
have identical rights and privileges in every respect.
IN WITNESS WHEREOF, S.W. Lam, Inc. has caused this Certificate to be duly
executed and attested effective as of the day of October, 1996.
S.W. LAM, INC.
/s/ Hank Vanderkam
--------------------------
By: Hank Vanderkam
Name: Hank Vanderkam
Title: President
ATTEST:
/s/ Michele Hanlon
- -----------------------
Michele Hanlon
Secretary
-2-
STATE OF TEXAS }
}
COUNTY OF HARRIS }
I, ANDREA BENSON, a Notary Public, do hereby certify that on this 10TH day
of October, 1996, personally appeared before me HANK VANDERKAM, who, being by me
first duly sworn declared that he is the PRESIDENT of S.W. LAM, INC., that he
signed the foregoing document as PRESIDENT of the corporation, and that the
statements therein contained are true and correct.
/s/ illegible
-----------------------------
Andrea Benson
Notary Public in and for the
State of Texas
Andrea V. Benson
-----------------------------
Printed Name of Notary Public
My Commission Expires: 9/12/99
-3-