EXHIBIT 99.2
Articles of Amendment
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF
SERIES A PREFERRED STOCK OF
ABSOLUTE WASTE SERVICES, INC.
The undersigned, being the Secretary of ABSOLUTE WASTE SERVICES, INC.,
a Florida corporation ("Corporation"), DOES HEREBY CERTIFY as follows:
FIRST: That pursuant to the Articles of Incorporation duly filed with
the Secretary of State of the State of Florida, the total number of shares which
the Corporation may issue, as stated in Article IV thereof, consists of One
Hundred Fifty Million (150,000,000) shares of common voting stock having a par
value of $.0001 per share, and Fifty Million (50,000,000) shares of preferred
stock, par value $.001, which preferred stock shall have such voting power,
preferences, rights, terms and conditions as established by the Board of
Directors from time to time.
SECOND: That pursuant to authority conferred upon the Board of
Directors by Article IV of the Articles of Incorporation and Section 607.0602 of
the Florida Business Corporation Act, the Board of Directors of the Corporation,
acting by unanimous written consent, duly adopted the following resolution
providing for the issuance of a series of preferred stock:
RESOLVED that, pursuant to authority vested in the Board of Directors
by Article IV of the Articles of Incorporation of this Corporation, a
series of Preferred Stock is hereby established, the distinctive
designation of which shall be "Series A Preferred Stock", and the
preferences and relative, participating, optional or other special
rights of Series A Preferred Stock, and the qualifications, limitations
or restrictions thereof, shall be as follows:
1. Designation. The designation of the series of preferred stock
described in Article IV shall be Series A Preferred Stock, $.001 par value
(hereinafter "Series A Preferred Stock"), and the number of shares constituting
such series shall be 27,500,000.
2. Voting Rights. The holders of Series A Preferred Stock shall be
entitled to three (3) votes for each share of such stock held on all matters on
which the holders of Common Stock are entitled to vote and shall vote together
with the holders of Common Stock and not as a separate class, unless otherwise
required by Florida law.
3. Dividend Rights. Shares of Series A Preferred Stock shall be
entitled to the same dividends and dividend rights as shares of Common Stock.
All dividends payable with respect to shares of Series A Preferred Stock on any
dividend payment date shall be paid prior to the payment of dividends on Common
Stock.
4. Redemption Rights. Shares of Series A Preferred Stock shall have no
redemption rights.
5. Liquidation. Shares of Series A Preferred Stock shall have the same
liquidation rights as shares of Common Stock. Shares of Series A Preferred Stock
shall have no liquidation preferences.
6. Conversion Rights. Shares of Series A Preferred Stock shall have the
following conversion rights:
a. Conversion Formula. Any holder of shares of Series A
Preferred Stock may convert each such share of Series A
Preferred Stock into one (1) share of Common Stock of the
Corporation at any time at the option of the holder.
b. Mechanics of Conversion. Before any holder of Series A
Preferred Stock shall be entitled to convert the same into
shares of Common Stock, he shall surrender the certificate or
certificates therefor, duly endorsed, at the principal office
of the Corporation or of any transfer agent for the Series A
Preferred Stock, and shall give written notice to the
Corporation at such office that he elects to convert the same
and shall state therein the name or names in which he wishes
the certificate or certificates for shares of Common Stock to
be issued. The Corporation shall, as soon as practicable
thereafter, issue and deliver at such office to such holder of
Series A Preferred Stock, or to his nominee or nominees, a
certificate or certificates for the number of shares of Common
Stock to which he 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
shares of Series A Preferred Stock to be converted, and the
person or persons entitled to receive the shares of Common
Stock issuable upon such conversion shall be treated for all
purposes as the record holder or holders or such shares of
Common Stock on such date (the "Conversion Date").
c. Stock Splits, etc. If the number of shares of Common Stock
issued and outstanding at any time after the effective date of
this Resolution is increased by a stock dividend payable in
shares of Common Stock or by a subdivision or split-up of
shares of Common Stock, then immediately after the record date
fixed for the determination of holders of Common Stock
entitled to receive such stock dividend or the effective date
of such subdivision or split-up, as the case may be, the
number of shares of Common Stock issuable upon conversion of
the Series A Preferred Stock shall be appropriately adjusted
by the Board of Directors of the Corporation so that the
holder of any Series A Preferred Stock thereafter converted
shall be entitled to receive the number of shares of Common
Stock that he would have owned immediately following such
stock dividend or split action had such Series A Preferred
Stock been converted immediately prior thereto.
d. Reverse Stock Splits, etc. If the number of shares of
Common Stock issued and outstanding at any time after the
effective date of this Resolution is decreased by a reverse
stock split, the number of shares of Common Stock issuable
upon conversion of the Series A Preferred Stock shall be
appropriately adjusted so that the holder of any Series A
Preferred Stock thereafter converted shall be entitled to
receive the number of shares of Common Stock that he would
have owned immediately following such reverse stock split
action had such Series A Preferred Stock been converted
immediately prior thereto.
e. Notice of Adjustments. Whenever the number of shares of
Common Stock issuable upon conversion of the Series A
Preferred Stock shall be adjusted as provided herein, the
Corporation shall forthwith file, at the office of any
conversion agent for the Series A Preferred Stock and at the
principal office of the Corporation, a statement showing in
detail the facts requiring such adjustment and the number of
shares of Common Stock issuable upon conversion of the Series
A Preferred Stock after such adjustment, and the Corporation
shall also cause a copy of such statement to be sent by mail,
first class postage prepaid, to each holder of Series A
Preferred Stock at its address appearing on the Corporation's
records.
f. Taxes. The Corporation shall pay all documentary, stamp,
transfer or other transactional taxes attributable to the
issuance or delivery of shares of Common Stock upon conversion
of any Series A Preferred Stock.
g. Reserve Shares. The Corporation shall reserve at all times
so long as any Series A Preferred Stock remains outstanding,
free from preemptive rights, out of either or both of its
treasury stock or its authorized but unissued shares of Common
Stock, solely for the purpose of effecting the conversion of
the Series A Preferred Stock, sufficient shares of Common
Stock to provide for the conversion of all outstanding Series
A Preferred Stock.
h. Governmental Approvals. If any shares of Common Stock to be
reserved for the purpose of conversion of Series A Preferred
Stock require registration with or approval of any
governmental authority under any federal or state law before
such shares may be validly issued or delivered upon
conversion, then the Corporation will in good faith and as
expeditiously as possible endeavor to secure such registration
or approval, as the case may be. If, and so long as, any
Common Stock into which the Series A Preferred Stock is then
convertible is listed on any national securities exchange, the
Corporation will, if permitted by the rules of such exchange,
list and keep listed on such exchange, upon official notice of
issuance, all shares of such Common Stock issuable upon
conversion.
i. Valid Issue. All shares of Common Stock which may be issued
upon conversion of the Series A Preferred Stock will, upon
issuance by the Corporation, be duly and validly issued, fully
paid and nonassessable and free from all taxes, liens and
charges with respect to the issuance thereof and the
Corporation shall take no action which will cause a contrary
result.
7. Reacquired Shares. Shares of Series A Preferred Stock converted or
otherwise acquired by the Corporation shall be restored to the status of
authorized but unissued shares of preferred stock without designation as to
series.
8. No Sinking Fund. Shares of Series A Preferred Stock are not subject
to the operation of a sinking fund.
9. Headings of Subdivisions. The headings of the various subdivisions
hereof are for convenience of reference only and shall not affect the
interpretation of any of the provisions hereto.
10. Severability of Provisions. If any right, preference or limitation
of the Series A Preferred Stock 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.
11. Remedies. The holders of the Series A Preferred Stock shall be
granted the rights of specific performance, injunctive relief and any other
remedies that may be otherwise available at law or in equity to enforce the
provisions of this Certificate of Designation. The provisions of this
Certificate of Designation are to be literally construed in interpreting the
preferences granted to the Series A Preferred Stock hereunder.
12. No Other Rights. The shares of Series A Preferred Stock shall not
have any relative powers, preferences and rights, nor any qualifications,
limitations or restrictions thereof, other than as set forth herein or in the
Articles of Incorporation of the Corporation.
13. Other Articles. All other articles and provisions of the Articles
of Incorporation of the Corporation shall remain the same.
IN WITNESS WHEREOF, the undersigned, being the Secretary of the
Corporation, has hereunto set his hand as of the ____ day of _________________,
2003, and he hereby affirms that the foregoing Certificate is my act and deed
and the act and deed of the Corporation and that the facts stated herein are
true.
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Donald G. Huggins, Jr., Secretary
STATE OF FLORIDA )
COUNTY OF PINELLAS )
The foregoing instrument was acknowledged before me this ____ day of
___________________, 2003 by Donald G. Huggins, Jr., as Secretary of Absolute
Waste Services, Inc., a Florida corporation on behalf of the corporation, who is
known to me and did take an oath.
___________________________
Notary Public
My commission expires:----------------------
MTC/ej/298002