Exhibit 3.2
AMENDMENT TO CERTIFICATE OF INCORPORATION
OF
IMPERIAL INDUSTRIES, INC.
IMPERIAL INDUSTRIES, INC. (hereinafter referred to as the "Corporation")
hereby certifies and affirms the following:
1. The name of the Corporation is IMPERIAL INDUSTRIES, INC.
2. The shareholders of the Corporation duly adopted the following
amendments to the Corporation's Certificate of Incorporation in
accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware at its annual meeting of
Shareholders held on November 14, 2001.
3. Article FOURTH of the Company's Certificate of Incorporation is amended
to read as follows:
FOURTH: The aggregate number of shares of stock which the Corporation
shall have authority to issue is Forty-Five Million (45,000,000) shares,
consisting of (i) Forty Million (40,000,000) shares with a par value of one cent
($.01) per share, which are designed as Common Stock; and (ii) Five Million
(5,000,000) shares with a par value of one ($.01) per share, which are
designated as Preferred Stock.
1. The designations, preferences, privileges and powers of the shares of
the Common Stock and of the Preferred Stock and the restrictions and
qualifications thereof shall be the same in all respects as though
shares of one class of stock, except that the Board of Directors is
hereby vested with the authority to provide for the issuance of the
Preferred Stock, at any time and from time to time, in one or more
series, each of such series to have such powers, designations,
preferences and relative, participating or option or other special
rights and such qualifications, limitations or restrictions thereon as
expressly provided in the resolution or resolutions, duly adopted by
the Board of Directors providing for the issuance of such shares. The
authority which is hereby vested in the Board of Directors shall
include, but not be limited to, the authority to provide for the
following matters relating to each series of the Preferred Stock:
(a) the number of shares to constitute such series, and the
designations thereof;
(b) the voting power of holders of shares of such series, if any,
and the Board of Directors may, without limitation determine
the vote or fraction of vote to which the holder may be
entitled, the events upon the occurrence of which such holder
maybe entitled to vote, and the Board of Directors may
determine to restrict or eliminate entirely the right of such
holder to vote;
(c) the rate of dividends, if any, and the extent of further
participation in dividend distributions, if any, and whether
dividends shall be cumulative or non-cumulative;
(d) whether or not such series shall be redeemable, and if so, the
terms and conditions upon which shares of such series shall be
redeemable;
(e) the extent, if any, to which such series shall have the
benefit of any sinking fund provision for the redemption or
purchase of shares;
(f) the rights, if any, of such series, in the event of the
dissolution of the corporation, or upon any distribution of
the assets of the corporation;
(g) whether or not the shares of such series shall be convertible,
and if so, the terms and conditions on which shares of such
series shall be convertible; and
(h) such other powers, designations, preferences and the relative,
participating or optional or other special rights, and such
qualifications, limitations, or restrictions thereon, as and
to the extent permitted by law.
2. No holder of Common Stock or Preferred Stock of the corporation shall
be entitled as of right to purchase or subscribe for any part of any
unissued stock of the corporation or any additional capital stock of
the corporation of any class, or any bonds, certificates of
indebtedness, debentures or other securities convertible into stock of
the corporation, but any such unissued stock or such additional
authorized issue of new stock or other securities convertible into
stock, may be issued and disposed of, pursuant to resolution of the
Board of Directors, to such persons, firms corporations or associations
and upon such terms, as may be deemed advisable by the Board of
Directors in the exercise of their discretion.
IN WITNESS WHEREOF, IMPERIAL INDUSTRIES, INC. has caused this Amendment
to the Certificate of Incorporation to be signed and attested to by its duly
authorized officers this 14th day of November, 2001.
IMPERIAL INDUSTRIES, INC., a
Delaware corporation
By: /s/ Howard L. Ehler, Jr.
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Howard L. Ehler, Jr.
Executive Vice President
Attest: /s/Betty Jean Murchison
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Betty Jean Murchison
Assist Secretary