Exhibit 3.1.3
Amendment to Articles of Incorporation (Series A Preferred Stock)
Articles of Amendment to our Articles of Incorporation creating our Series A
Preferred Stock.
Articles of Amendment
to the
Articles of Incorporation
of
Proton Laboratories, Inc.
A State of Washington Corporation
Person to contact about this filing: tel. (713) 461-2627 ext. 210
Joel Seidner, Esq.
UBI NUMBER: 602 021 123
(a) The name of the corporation is Proton Laboratories, Inc.
(b) The Articles of Incorporation are hereby amended to add the terms of Series
A Preferred Stock as follows:
Certificate of the Designation, Preferences, Rights and
Limitations
of
Series A Convertible Preferred Stock
of
Proton Laboratories, Inc.
Proton Laboratories, Inc., (hereinafter referred to as the
"Corporation"), a corporation incorporated and existing under the laws
of the State of Washington,
DOES HEREBY CERTIFY:
That, the Articles of Incorporation of the Corporation authorizes the
issuance of 20,000,000 shares of Preferred Stock, $0.0001 par value
per share, and expressly vests in the Board of Directors of the
Corporation the authority to issue any or all of said shares in one or
more series and by resolution or resolutions of the Board of Directors
to establish the designation, number, full or limited voting powers,
or the denial of voting powers, preferences and relative,
participating, optional, and other special rights and the
qualifications, limitations, restrictions and other distinguishing
characteristics of each series to be issued:
RESOLVED, that pursuant to the authority conferred upon the Board of
Directors by the Articles of Incorporation, the Series A Convertible
Preferred Stock, par value $0.0001 with a stated value of $10.00 per
share ("Preferred Stock"), is hereby
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authorized and created, said series to consist of up to 400,000
shares. The voting powers, preferences and relative, participating,
optional and other special rights, and the qualifications, limitations
or restrictions thereof shall be as follows:
1. DIVIDENDS ON PREFERRED STOCK.
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The holders of Preferred Stock shall be entitled to receive out
of funds legally available therefor, dividends at the rate of
eight percent (8%) per year in cash, payable in arrears. Any
dividend payment that is missed shall be cumulative. Dividends
accrued and unpaid shall be based on a 365 day year.
2. CONVERSION OF PREFERRED STOCK INTO COMMON STOCK.
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(a) Each holder of shares of Preferred Stock may, at his option and
at any time and from time to time, convert any or all such
shares, plus all dividends accrued and unpaid on such Preferred
Stock up to the conversion date, on the terms and conditions set
forth in this Section 2, into fully paid and non-assessable
shares of the Corporation's Common Stock except that with respect
to any shares of Preferred Stock called for redemption, the
conversion right shall terminate at the close of business on the
business day prior to the Redemption Date, unless default is made
in the payment of the Redemption Price. The number of shares of
Common Stock into which each share of Preferred Stock may be
converted shall be determined by multiplying the number of shares
of Preferred Stock to be converted by five (a "Conversion
Ratio"). The number of shares of Common Stock into which all
dividends accrued and unpaid on such Preferred Stock may be
converted shall be determined by dividing the dollar amount of
the sum of all dividends accrued and unpaid on such Preferred
Stock by two (a "Conversion Ratio").
For example, one share of the Preferred Stock may be converted
into five shares of common stock. For example, $10,000 in
dividends accrued and unpaid may be converted into 5,000 shares
of common stock.
(b) Conversion Procedure.
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(i) Conversion of Preferred Stock. To exercise his Preferred
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Stock conversion privilege, the holder of any shares of Preferred
Stock shall surrender to the Corporation during regular business
hours at the principal executive offices of the Corporation or at
such other place as may be designated by the Corporation from
time to time, the certificate or certificates for the Preferred
Stock to be converted, duly endorsed for transfer to the
Corporation accompanied by written notice stating that the holder
irrevocably elects to convert such shares. Conversion shall be
deemed to have been effected on the date when such
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delivery is made, and such date is referred to herein as the
"Conversion Date." Within five (5) business days after the date
on which such delivery is made, the Corporation shall issue and
send (with receipt to be acknowledged) to the holder thereof, at
the address designated by such holder, a certificate or
certificates for the number of full shares of Common Stock to
which the holder is entitled as a result of such conversion, and
cash with respect to any fractional interest of a share based on
a deemed per share value of common stock of $2.00 per share of
Common Stock as provided in paragraph (c) of this Section 2. The
holder shall be deemed to have become a stockholder of record of
the number of shares of Common Stock into which the shares of
Preferred Stock have been converted on the applicable Conversion
Date unless the transfer books of the Corporation are closed on
that date, in which event he shall be deemed to have become a
stockholder of record of such shares on the next succeeding date
on which the transfer books are open, but the Conversion Ratio
shall be that in effect on the Conversion Date. Upon conversion
of only a portion of the number of shares of Preferred Stock
represented by a certificate or certificates surrendered for
conversion, the Corporation shall within three (3) business days
after the date on which such delivery is made, issue and send
(with receipt to be acknowledged) to the holder thereof, at the
address designated by such holder, a new certificate covering the
number of shares of Preferred Stock representing the unconverted
portion of the certificate or certificates so surrendered.
(ii) Conversion of dividends accrued and unpaid. To exercise his
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conversion privilege for dividends accrued and unpaid, the holder
of any shares of Preferred Stock shall deliver a notice to the
Corporation during regular business hours at the principal
executive offices of the Corporation or at such other place as
may be designated by the Corporation from time to time, stating
the dollar amount of dividends accrued and unpaid for his
Preferred Stock accompanied by written notice stating that the
holder irrevocably elects to convert such dividends accrued and
unpaid. Conversion shall be deemed to have been effected on the
date when such delivery is made, and such date is referred to
herein as the "Conversion Date." Within five (5) business days
after the date on which such delivery is made, the Corporation
shall issue and send (with receipt to be acknowledged) to the
holder thereof, at the address designated by such holder, a
certificate or certificates for the number of full shares of
Common Stock to which the holder is entitled as a result of such
conversion, and cash with respect to any fractional interest of a
share based on a deemed per share value of common stock of $2.00
per share of Common Stock as provided in paragraph (c)(i) and
(ii) of this Section 2. The holder shall be deemed to have become
a stockholder of record of the number of shares of Common Stock
into which the dividends accrued and unpaid have been converted
on the applicable Conversion Date unless the transfer books of
the Corporation are closed on that date,
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in which event he shall be deemed to have become a stockholder of
record of such shares on the next succeeding date on which the
transfer books are open, but the Conversion Ratio shall be that
in effect on the Conversion Date.
(c) No fractional shares of Common Stock or scrip shall be issued
upon conversion of shares of Preferred Stock or the dividends
accrued and unpaid. If more than one share of Preferred Stock
shall be surrendered for conversion at any one time by the same
holder, the number of full shares of Common Stock issuable upon
conversion thereof shall be computed on the basis of the
aggregate number of shares of Preferred Stock so surrendered.
Instead of any fractional shares of Common Stock which would
otherwise be issuable upon conversion of any shares of Preferred
Stock or upon the conversion of dividends accrued and unpaid, the
Corporation shall make a cash payment to the holder based on the
deemed per share value of common stock of $2.00 per share of
Common Stock.
(d) The Corporation shall at all times reserve for issuance and
maintain available, out of its authorized but unissued Common
Stock, solely for the purpose of effecting the conversion of the
Preferred Stock, the full number of shares of Common Stock
deliverable upon the conversion of all Preferred Stock from time
to time outstanding. The Corporation shall from time to time
(subject to obtaining necessary director and stockholder action),
in accordance with the laws of the State of Washington, increase
the authorized number of shares of its Common Stock if at any
time the authorized number of shares of its Common Stock
remaining unissued shall not be sufficient to permit the
conversion of all of the shares of Preferred Stock at the time
outstanding and any dividends accrued and unpaid.
(e) If any shares of Common Stock to be reserved for the purpose of
conversion of shares of Preferred Stock require by law
registration or listing with, or approval of, any governmental
authority, stock exchange or other regulatory body under any
federal or state law or regulation or otherwise, including
registration under the Securities Act of 1933, as amended, and
appropriate state securities laws, before such shares may be
validly issued or delivered upon conversion, the Corporation will
in good faith and as expeditiously as possible meet such
registration, listing or approval, as the case may be.
(f) All shares of Common Stock which may be issued upon conversion of
the shares of Preferred Stock or dividends accrued and unpaid
will, upon issuance by the Corporation, be validly issued, fully
paid and non-assessable and free from all taxes, liens and
charges with respect to the issuance thereof.
(g) The Conversion Ratios in effect for Preferred Stock and the
dividends accrued and unpaid shall be subject to adjustment
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from time to time as follows:
(i) Stock Splits, Dividends and Combinations. In the event that the
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Corporation shall at any time subdivide the outstanding shares of
Common Stock, the Conversion Ratios in effect immediately prior
to such subdivision or the issuance of such subdivision shall be
proportionately decreased, and in case the Corporation shall at
any time combine the outstanding shares of Common Stock, the
Conversion Ratio in effect immediately prior to such combination
shall be proportionately increased, effective at the close of
business on the date of such subdivision.
(ii) Non-Cash Dividends, Stock Purchase Rights, Capital
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Reorganization and Dissolutions. In the event:
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(A) that the Corporation shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive a
dividend, or any other distribution, payable otherwise than in
cash; or
(B) that the Corporation shall take a record of the holders of its
Common Stock for the purpose of entitling them to subscribe for
or purchase any shares of stock of any class or other securities,
or
to receive any other rights; or
(C) of any capital reorganization of the Corporation,
reclassification of the capital stock of the Corporation (other
than a subdivision or combination of its outstanding shares of
Common Stock), consolidation or merger of the Corporation with or
into another corporation, share exchange for all outstanding
shares of Common Stock under a plan of exchange to which the
Corporation is a party, or conveyance of all or substantially all
of the assets of the Corporation to another corporation; or
(D) of the voluntary or involuntary dissolution, liquidation or
winding up of the Corporation;
then, and in any such case, the Corporation shall cause to be mailed
to the holders of record of the outstanding Preferred Stock, at least
10 days prior to the date hereinafter specified, a notice stating the
date on which (x) a record is to be taken for the purpose of such
dividend, distribution or rights, or (y) such reclassification,
reorganization, consolidation, merger, share exchange, conveyance,
dissolution, liquidation or winding up is to take place and the date,
if any is to be fixed, as of which holders of Corporation securities
of record shall be entitled to exchange their shares of Corporation
securities for securities or other property deliverable upon such
reclassification, reorganization, consolidation, merger, share
exchange, conveyance, dissolution, liquidation or winding up.
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3. VOTING. The shares of Preferred Stock do not have the right to
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vote.
4. LIQUIDATION RIGHTS.
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(a) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of
shares of Preferred Stock then outstanding shall be entitled to
receive out of assets of the Corporation available for
distribution to stockholders, before any distribution of assets
is made to holders of Common Stock, an amount equal to $10.00 per
share, plus accumulated and unpaid dividends thereon to the date
fixed for distribution ("Liquidation Amount").
(b) A consolidation or merger of the Corporation (in the event that
the Corporation is not the surviving entity) or sale of all or
substantially all of the Corporation's assets shall be regarded
as a liquidation, dissolution or winding up of the affairs of the
Corporation within the meaning of this Section 4. In the event of
such a liquidation as contemplated by this Section 4(b), the
holders of Preferred Stock shall be entitled to receive an amount
equal to the greater of the Liquidation Amount or that which such
holders would have received if they had converted their Preferred
Stock into Common Stock immediately prior to such liquidation or
winding up (without giving effect to the liquidation preference
of or any dividends on any other capital stock ranking prior to
the Common Stock).
(c) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation which involves the
distribution of assets other than cash, the Corporation shall
promptly engage competent independent appraisers to determine the
value of the assets to be distributed to the holders of shares of
Preferred Stock and the holders of shares of Common Stock. The
Corporation shall, upon receipt of such appraiser's valuation,
give prompt written notice to each holder of shares of Preferred
Stock of the appraiser's valuation.
5. OTHER MATTERS.
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The Corporation may create, authorize or issue shares of any
class or series of stock, or any security convertible into such
class or series ranking senior to, junior to, or on parity with
the Preferred Stock as to payment of dividends or as
distributions in the event of a liquidation, dissolution or
winding up of the Corporation.
(c) This amendment was adopted on May 19, 2004.
(d) This amendment was duly adopted by the Board of Directors. Shareholders
action was not required.
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This document is hereby executed under penalties of perjury, and is, to the best
of my knowledge, true and correct.
/s/Edward Alexander
May 19, 2004
Signature of Officer
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