[LOGO]
SECRETARY OF STATE
I, BILL JONES, Secretary of State of the State of California, hereby
certify:
That the attached transcript of 2 page(s) has been compared with the record
on file in this office, of which it purports to be a copy, and that it is full,
true and correct.
IN WITNESS WHEREOF, I execute this
certificate and affix the Great Seal of
the State of California this day of
January 26, 1999
[SEAL] ------------------------------------
/s/ Bill Jones
Secretary of State
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
AMERIGON INCORPORATED
Lon E. Bell and Scott O. Davis certify that:
1. They are the duly elected and acting Chairman of the Board and
Secretary, respectively, of Amerigon Incorporated, a California corporation (the
"Corporation").
2. Article III, paragraph (1) of the Corporation's Amended and
Restated Articles of Incorporation is amended to read as follows:
"(1) The total number of shares which the Corporation is authorized
to issue is 25,600,000, of which 20,000,000 shall be Class A Common
Stock, without par value, 600,000 shall be Class B Common Stock,
without par value, and 5,000,000 shall be Preferred Stock, without par
value.
On the effective date of the filing of this Amendment to the Amended
and Restated Articles of Incorporation (the "Effective Date"), the
Class A Common Stock of the Corporation will be reverse split on a
one-for-five basis so that each share of Class A Common Stock issued
and outstanding immediately prior to the Effective Date shall
automatically be converted into and reclassified as one-fifth a share
of Class A Common Stock (the "Reverse Split"). No fractional shares
will be issued by the Corporation as a result of the Reverse Split.
In lieu thereof, each shareholder whose shares of Class A Common Stock
are not evenly divisible by five will receive an amount of cash equal
to the average of the last sale price of the pre-split Class A Common
Stock, as reported on the NASDAQ Small Cap Market (or other market on
which the Class A Common Stock is trading) for the ten trading days
immediately preceding the Effective Date."
3. The foregoing amendment of the Amended and Restated Articles of
Incorporation has been duly approved by the Board of Directors of the
Corporation.
4. The Corporation has only shares of Class A Common Stock
outstanding. The foregoing amendment has been duly approved by the required
vote of shareholders in accordance with Section 902 of the California General
Corporation Law; the total number of outstanding shares of the Corporation is
12,550,445; the number of shares voting in favor of the amendment equaled or
exceeded the vote required; and the percentage vote required was more than 50%
of the outstanding shares.
We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and
correct of our own knowledge.
Executed at Irwindale, California, on January 25, 1999.
/s/ Lon E. Bell
---------------------------
Lon E. Bell
/s/ Scott O. Davis
---------------------------
Scott O. Davis
[SEAL]
2
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
AMERIGON INCORPORATED
Lon E. Bell and Joshua M. Newman certify that:
1. They are the duly elected and acting Chairman of the Board and
Secretary, respectively, of Amerigon Incorporated, a California corporation (the
"Corporation").
2. Article III, paragraph (1) of the Corporation's Amended and
Restated Articles of Incorporation are amended to read as follows:
"(1) The total number of shares which the Corporation is authorized
to issue is 48,000,000 of which 40,000,000 shall be Class A Common
Stock, without par value, 3,000,000 shall be Class B Common Stock,
without par value, and 5,000,000 shall be Preferred Stock, without par
value."
3. The foregoing amendment of the Amended and Restated Articles of
Incorporation has been duly approved by the Board of Directors of the
Corporation.
4. The foregoing amendment has been duly approved by the required
vote of shareholders in accordance with Section 902 of the California General
Corporation Law; there are a total of 7,068,500 shares of Class A Common Stock
outstanding and no shares of Class B Common Stock or Preferred Stock
outstanding; the number of shares of Class A Common Stock voting in favor of
the amendment equaled or exceeded the vote required; and the percentage vote
required was more than 50% of the outstanding shares of Class A Common Stock.
We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and
correct of our own knowledge.
Executed at Monrovia, California, on November 27, 1996.
/s/ Lon E. Bell
-------------------------
Lon E. Bell
/s/ Joshua M. Newman
-------------------------
Joshua M. Newman
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
AMERIGON INCORPORATED
Dr. Lon E. Bell and Joshua Newman certify that:
1. They are the President and Secretary of Amerigon Incorporated, a
California corporation (the "Corporation").
2. The Articles of Incorporation of the Corporation are amended and
restated to read as follows:
I
The name of the Corporation is Amerigon Incorporated.
II
The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.
III
(1) The total number of shares which the corporation is authorized to
issue is 25,000,000, of which 17,000,000 shall be Class A Common Stock, without
par value, 3,000,000 shall be Class B Common Stock, without par value, and
5,000,000 shall be Preferred Stock, without par value. Upon the amendment of
this Article to read as herein set forth, each outstanding share of Common Stock
is split-up and reconstituted into 40 shares of Class A Common Stock.
(2) The Class A Common Stock and the Class B Common Stock shall be
identical in all respects and shall have equal rights and privileges, except as
provided otherwise in this Article III.
Dividend and Liquidation Distributions. The Class B Common Stock will
be entitled to receive, on a per share basis, only five percent (5%) of the
dividends as may be declared by the Board of Directors on the Class A Common
Stock, and five percent (5%) of the amount receivable by Class A Common Stock
upon liquidation or distribution.
1.
(3) The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is authorized to fix the number of shares of any
series of Preferred Stock and to determine the designation of any such series.
The Board of Directors is also authorized to determine or alter the voting and
other rights, preferences, privileges, and restrictions granted to or imposed
upon any wholly unissued series of Preferred Stock and, within the limits and
restrictions stated in any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any series, to increase or
decrease (but not below the number of shares of such series then outstanding)
the number of shares of any such series subsequent to the issue of shares of
that series.
IV
The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
V
The Corporation is authorized to indemnify the agents (as defined in
Section 317 of the Corporations Code) of the Corporation to the fullest
extent permissible under California law.
3. The foregoing amendment and restatement of the Corporation's Articles
of Incorporation have been duly approved by the Board of Directors.
4. The foregoing amendment and restatement of the Corporation's Articles
of Incorporation have been duly approved by the required vote of the
shareholders in accordance with Section 902 of the Corporations Code. The total
number of outstanding shares of the Corporation is 100,000. The number of
shares voting in favor of the amendment and restatement equaled or exceeded the
vote required. The percentage vote required was more than 50%.
5. We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and
correct of our own knowledge.
Dated: April 20, 1993 /s/ Lon E. Bell
----------------------------
Dr. Lon E. Bell, President
/s/ Joshua Newman
----------------------------
Joshua Newman,
Secretary
2.
Bell:COR
ARTICLES OF INCORPORATION
OF
AMERIGON INCORPORATED
The undersigned, desiring to form a corporation under the laws of the State
of California, declares:
FIRST: The name of this corporation is:
Amerigon Incorporated
SECOND: The purpose of the corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of California other than the banking business, the trust
company business, or the practice of a profession permitted to be incorporated
by the California Corporations Code.
THIRD: The name and address in this state of the corporation's
initial agent for service of process is Lon Bell, 425 East Huntington Drive,
Monrovia, California 91096.
FOURTH: The corporation is authorized to issue 100,000 shares
of capital stock, all of one class, to be designated "Common Stock".
Dated: April 22, 1991 /s/ Lon Bell
-------------------------
LON BELL, Incorporator