Exhibit 3.3
STATE OF WYOMING
FILED
At 4:40 p.m
JUN 9 1981
181324
THYRA THOMSON
SECRETARY OF STATE
ROCKY MOUNTAIN MINERALS, INC.
STATEMENT CONCERNING $1.50 CUMULATIVE.
CONVERTIBLE PREFERRED STOCK
Rocky Mountain Minerals, Inc., a Wyoming corporation, hereby states as
follows pursuant to ss. 13 of the Wyoming Business Corporation Act:
1. The name of the corporation is Rocky Mountain Minerals, Inc.
2. The resolutions adopted by the corporation's Board of Directors
establishing and designating the corporation's $1.50 Cumulative Convertible
Preferred Stock, and the relative rights and preferences thereof, are as
follows:
RESOLVED, that the maximum of 440,000 shares of Preferred Stock to be
offered and sold pursuant to a Registration Statement on Form S-3,
registration number 2-70876, shall be designated $1.50 Cumulative
Convertible Preferred Stock, such stock to bear dividends at the rate of
$1.50 per share per annum, and no more, to accrue from June 12, 1981. Such
dividends shall have full priority over any dividends which may be
declared upon the common stock of the Corporation. Dividends shall be
cumulative and are payable annually in cash, in shares of the
Corporation's common stock or in kind, at the election of the Board of
Directors by resolution duly adopted, if and when declared by such Board
of Directors pursuant to Wyoming law only from unrestricted and unreserved
earned surplus.
RESOLVED FURTHER, that the foregoing dividends shall be payable in shares
of the Corporation's common stock only from unrestricted and unreserved
surplus.
RESOLVED FURTHER, that the foregoing dividends shall be paid in gold
bullion, but only to the extent the Corporation has gold bullion, and then
in accordance with the foregoing resolutions. Such dividends, if so paid
in gold bullion, shall be declared and paid based upon the afternoon
London fixing price of gold on the day preceding the record date, which,
for all dividends, shall be July 1 of each year. Dividends shall not be
paid in gold bullion except in whole increments of one ounce each, but the
Corporation shall pay cash or shares of common stock for fractional
amounts.
RESOLVED FURTHER, that any shares of common stock issued as dividends to
holders of record of Preferred Stock pursuant to the foregoing
resolutions, shall be as of the foregoing record date each year, and shall
be issued within 15 days of such record date. The number of shares of
commn stock to be issued as dividends shall be determined with reference
to the average bid price of the common stock as reported on NASDAQ for the
30 day period immediately preceding July 1 of each year.
RESOLVED FURTHER, that the foregoing shares of Preferred Stock shall be
redeemable at the option of the Corporation in amounts of at least
$100,000 at any time subsequent to June 12, 1983, at a redemption price of
$15.00 per such share, plus accrued or unpaid dividends, payable in cash,
shares of common stock or one ounce increments of gold bullion, based upon
the London afternoon fixing price of gold at the close of the day, 60 days
before the redemption gate. such redemption shall be made by the
Corporation in gold, if and to the extent the Corporation has gold in
amounts equal to at least $100,000, but only in one ounce
increments. The balance of any such redemption price which would otherwise
be payable in gold shall be paid in cash or shares of common stock, and if
the Corporation does not have at least $100/000 in gold bullion, such
redemption price shall be paid in cash or shares of common stock, at the
election of the Board of Directors. The number of shares of common stock
which shall be issued in payment of the redemption price in accordance
with the foregoing, shall be determined with reference to the average bid
price of the common stock that is reported on NASDAQ for the 30 day period
prior to the giving of notice of redemption.
RESOLVED FURTHER, that notice of redemption as set forth in the foregoing
resolutions shall be given at least 60 days prior to the date fixed for
redemption, and the shares to be redeemed shall be determined in such
manner as the Board of Directors may by resolution duly adopted provide.
If notice of redemption shall have been given and the funds necessary for
redemption shall have been deposited in trust or otherwise preserved for
such redemption pursuant to such provisions and instruments as the Board
of Directors shall establish for such purpose, then from such designated
redemption date the holders of Preferred Stock called for redemption shall
have no rights with respect to their shares except the right to receive
the redemption price without interest, and the shares so called shall no
longer be deemed outstanding shares of the Corporation's capital stock.
RESOLVED FURTHER, that in the event of any liquidation, dissolution or
winding-up of the Corporation, the holders of the Preferred Stock as set
forth in the foregoing resolutions shall be entitled to receive an amount
equal to $10.00 per such share plus accrued dividends, prior to any
distributions of assets to be made to holders of common stock.
RESOLVED FURTHER, that the holders of the Preferred Stock shall be
entitled at any time (except in the case of such shares called for
redemption pursuant to the foregoing resolutions, not after the redemption
date) to convert each share of Preferred Stock into 20 shares of common
stock, subject to adjustment as set forth in the following resolution, and
that all shares of common stock issued upon conversion, upon redemption
and in payment of dividends pursuant to the foregoing resolutions, shall
be issued fully paid and nonassessable.
RESOLVED FURTHER, that the number of shares of common stock to be issued
upon conversion of shares of Preferred Stock shall be increased if the
Corporation should issue to an officer, director or other affiliate of the
Corporation any additional common stock after June 9, 1981, for
consideration per such share of common stock less than the then current
market price of such common stock, and for stock splits and stock
combinations, such increases to be effective upon issuance of such shares,
provided that no such increase shall be made upon the issuance of common
stock in connection with the payment of dividends on or the redemption of
Preferred Stock, or in connection with the acquisition of property or
assets other than cash, except cash acquired as part of a going concern
and also other than property or assets acquired from a principal
shareholder of the Corporation or an affiliate of such principal
shareholder, or in connection with the issuance of up to 1,000,000 shares
of common stock if issued pursuant to the Corporation's existing stock
option plan, or in connection with the issuance of up to
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1,200,000 shares of common stock issued upon conversion of warrants to
purchase common stock outstanding as of June 9, 1981, provided further,
that no fractional shares of the common stock shall be issued upon
conversion of shares of Preferred Stock, but the Corporation shall pay the
cash value of the common stock otherwise issuable, based upon the average
of the bid and asked prices of such common stock as reported on NASDAQ, as
of the date of conversion.
RESOLVED FURTHER, that no increase in the number of shares of common stock
to be issued upon conversion of shares of Preferred Stock shall be made
unless and until such increase as provided in the foregoing resolutions
shall equal at least one share of common stock, for all the then
outstanding shares of Preferred Stock if then converted, such increase to
be determined by dividing the increased number of shares of common stock
(including only the number of shares of common stock to be included as set
forth in the foregoing resolution) by the number of shares of common stock
issuable upon conversion of Preferred Stock as of the date immediately
preceding the issuance of any shares requiring such adjustment.
RESOLVED FURTHER, that the payment of dividends and/or redemption price on
the Preferred Stock shall be made in gold bullion pursuant to the
foregoing resolutions, in such manner and delivery of such bullion shall
be made as shall be determined by the Board of Directors.
RESOLVED FURTHER, that the officers of the Corporation be and they hereby
are authorized and instructed to take such actions and execute such
documents as may be necessary and appropriate in order to carry out the
foregoing resolutions, and that all actions taken in connection therewith
be and the same hereby are ratified, affirmed and approved.
RESOLVED FURTHER, that the remaining 60,000 shares of authorized but
unissued Preferred Stock shall have such relative rights and preferences
as shall be established by the Board of Directors pursuant to Wyoming law.
3. The foregoing resolutions were adopted on June 9, 1981.
4. The foregoing resolutions were duly adopted by the Corporation's
Board of Directors.
ROCKY MOUNTAIN MINERALS, INC.
By W. Ray Hill
-------------------------------
SEAL W. Ray Hill, Jr., President
By Christopher B. Ford
-------------------------------
Christopher B. Ford, Secretary
Attest: Christopher B. Ford
------------------------------
Christopher B. Ford, Secretary
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STATE OF WYOMING
FILED
AT 10:30 AM
DEC 28 1981
187922
THYRA THOMSON
SECRETARY OF STATE
ROCKY MOUNTAIN MINERALS, INC.
STATEMENT CONCERNING $.015 CUMULATIVE
CONVERTIBLE PREFERRED STOCK
Rocky Mountain Minerals, Inc., a Wyoming corporation, hereby states as
follows pursuant to ss. 13 of the Wyoming Business Corporation Act:
1. The name of the corporation is Rocky Mountain Minerals, Inc.
2. The resolutions adopted by the corporation's Board of Directors
establishing and designating the corporation's $,015 Cumulative Convertible
Preferred Stock, and the relative rights and preferences thereof, are as
follows:
RESOLVED, that the maximum of 44,000,000 shares of Preferred Stock to be
offered and sold pursuant to a Registration Statement on Form S-3,
registration number 2-70876, shall be designated $.015 Cumulative
Convertible Preferred Stock, such stock to bear dividends at the rate of
$.015 per share per annum, and no more, to accrue from September 21,
1981. Such dividends shall have full priority over any dividends which may
be declared upon the common stock of the Corporation. Dividends shall be
cumulative and are payable annually in cash, in shares of the
Corporation's common stock or in kind, at the election of the Board of
Directors by resolution duly adopted, if and when declared by such Board
of Directors pursuant to Wyoming law only from unrestricted and unreserved
earned surplus.
RESOLVED FURTHER, that the foregoing dividends shall be payable in shares
of the Corporation's common stock only from unrestricted and unreserved
surplus.
RESOLVED FURTHER, that the foregoing dividends shall be paid in gold
bullion, but only to the extent the Corporation has gold bullion, and then
in accordance with the foregoing resolutions. Such dividends, if so paid
in gold bullion, shall be declared and paid based upon the afternoon
London fixing price of gold on the day preceding the record date, which,
for all dividends, shall be July 1 of each year. Dividends shall not be
paid in gold bullion except in whole increments of one-quarter ounce each,
but the Corporation shall pay cash or shares of common stock for
fractional amounts.
RESOLVED FURTHER, that any shares of common stock issued as dividends to
holders of record of Preferred Stock pursuant to the foregoing
resolutions, shall be as of the foregoing record date each year, and shall
be issued within 15 days of such record date. The number of shares of
commn stock to be issued as dividends shall be determined with reference
to the average bid price of the common stock as reported on NASDAQ for the
30 day period immediately preceding July 1 of each year.
RESOLVED FURTHER, that the foregoing shares of preferred Stock shall be
redeemable at the option of the Corporation in amounts of at least
$100,000 at any time subsequent to September 21, 1983, at a redemption
price of $.15 per such share, plus accrued or unpaid dividends, payable in
cash, shares of common stock or one-quarter ounce increments of gold
bullion, based upon the London afternoon fixing price of gold at the close
of the day, 60 days before the redemption date. Such redemption shall be
made by the Corporation in gold, if and to the extent the Corporation has
gold in
amounts equal to at least $100,000, but only in one-quarter ounce
increments. The balance of any such redemption price which would otherwise
be payable in gold shall be paid in cash or shares of common stock, and if
the Corporation does not have at least $100,000 in gold bullion, such
redemption price shall be paid in cash or shares of common stock, at the
election of the Board of Directors. The number of shares of common stock
which shall be issued in payment of the redemption price in accordance
with the foregoing, shall be determined with reference to the average bid
price of the common stock that is reported on NASDAQ for the 30 day period
prior to the giving of notice of redemption.
RESOLVED FURTHER, that notice of redemption as set forth in the foregoing
resolutions shall be given at least 60 days prior to the date fixed for
redemption, and the shares to be redeemed shall be determined in such
manner as the Board of Directors may by resolution duly adopted provide.
If notice of redemption shall have been given and the funds necessary for
redemption shall have been deposited in trust or otherwise preserved for
such redemption pursuant to such provisions and instruments as the Board
of Directors shall establish for such purpose, then from such designated
redemption data the holders of Preferred Stock called for redemption shall
have no rights with respect to their shares except the right to receive
the redemption price without interest, and the shares so called shall no
longer be deemed outstanding shares of the Corporation's capital stock.
RESOLVED FURTHER, that in the event of any liquidation, dissolution or
winding-up of the Corporation, the holders of the preferred Stock as set
forth in the foregoing resolutions shall be entitled to receive an amount
equal to $.10 per such share plus accrued dividends, prior to any
distributions of assets to be made to holders of common stock.
RESOLVED FURTHER, that the holders of the Preferred Stock shall be
entitled at any time after September 21, 1981 (except in the case of such
shares called for redemption pursuant to the foregoing resolutions, not
after the redemption date) to convert each share of preferred Stock into
four-tenths (.4) of one (1) share of common stock, subject to adjustment
as set forth in the following resolution, and that all shares of common
stock issued upon conversion, upon redemption and in payment of dividends
pursuant to the foregoing resolutions, shall be issued fully paid and
nonassessable.
RESOLVED FURTHER, that the number of shares of common stock to be issued
upon conversion of shares of Preferred Stock shall be increased if the
Corporation should issue to an officer, director or other affiliate of the
Corporation any additional common stock after September 21, 1981, for
consideration per such share of common stock less than the then current
market price of such common stock, and for stock splits and stock
combinations, such increases to be effective upon issuance of such shares,
provided that no such increase shall be made upon the issuance of common
stock in connection with the payment of dividends on or the redemption of
Preferred Stock, or in connection with the acquisition of property or
assets other than cash, except cash acquired as part of a going concern
and also other than property or assets acquired from a principal
shareholder of the Corporation or an affiliate of such principal share-
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holder, or in connection with the issuance of up to l,000,000 shares of
common stock if issued pursuant to the Corporation's existing stock option
plan, or in connection with the issuance of up to 1,200,000 shares of
common stock issued upon conversion of warrants to purchase common stock
out-standing as of September 21, 1981, provided further, that no
fractional shares of the common stock shall be issued upon conversion of
shares of Preferred Stock, but the Corporation shall pay the cash value of
the common stock otherwise issuable, based upon the average of the bid and
asked prices of such common stock as reported on NASDAQ, as of the date of
conversion.
RESOLVED FURTHER, that no increase in the number of shares of common stock
to be issued upon conversion of shares of Preferred Stock shall be made
unless and until such increase as provided in the foregoing resolutions
shall equal at least one-tenth (.1) share of common stock, for each of the
then outstanding shares of preferred Stock if then converted, such
increase to be determined by dividing the increased number of shares of
common stock {including only the number of shares of common stock to be
included as set forth in the foregoing resolution) by the number of shares
of common stock issuable upon conversion of Preferred Stock as of the date
immediately preceding the issuance of any shares requiring such
adjustment.
RESOLVED FURTHER, that the payment of dividends and/or redemption price on
the Preferred Stock shall be made in gold bullion pursuant to the
foregoing resolutions, in such manner and delivery of such bullion shall
be made as shall be determined by the Board of Directors.
RESOLVED FURTHER, that the officers of the Corporation be and they hereby
are authorized and instructed to take such actions and execute such
documents as may be necessary and appropriate in order to carry out the
foregoing resolutions, and that all actions taken in connection therewith
be and the same hereby are ratified, affirmed and approved.
RESOLVED FURTHER, that the remaining 6,000,000 shares of authorized but
unissued Preferred Stock shall have such relative rights and preferences
as shall be established by the Board of Directors pursuant to Wyoming law.
3. The foregoing resolutions were adopted on September 14, 1981.
4. The foregoing resolutions were duly adopted by the Corporation's
Board of Directors.
ROCKY MOUNTAIN MINERALS, INC.
By W. Ray Hill
-------------------------------
SEAL W. Ray Hill, Jr., President
By Christopher B. Ford
-------------------------------
Christopher B. Ford, Secretary
Attest: Christopher B. Ford
------------------------------
Christopher B. Ford, Secretary
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