EXHIBIT 3.3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BIOQUEST, INC.
BIOQUEST, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Corporation"),
does hereby certify as follows:
FIRST: The Certificate of Incorporation of the Corporation was filed in
the Office of the Secretary of State of the State of Delaware on the 1st day of
December, 1995, pursuant to the General Corporation Law of the State of Delaware
under the name of Victoria Enterprises, Inc. A Certificate of Amendment of the
Certificate of Incorporation effecting change in the name of the Corporation to
its present name was filed in the Office of the Secretary of State of the State
of Delaware on the 14th day of November, 1996.
SECOND: That at a meeting of the Board of Directors of the Corporation,
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said Corporation, declaring said amendment to be
advisable and providing for consideration thereof at the next scheduled meeting
of the stockholders of the Corporation. The resolutions to setting forth the
proposed amendment are as follows:
RESOLVED, that the Certificate of Incorporation be amended to
effectuate a combination and reverse split of all the issued and outstanding
shares of common stock of the Corporation in a ratio of one - for - 1.989949857;
and it is further
RESOLVED, that current Article IV of the Certificate of
Incorporation be deleted in its entirety and the following be substituted in
lieu thereof; Title per certificate
"ARTICLE IV- CAPITALIZATION
4. The Corporation is authorized to issue $1,000,000 Shares in
two classes, to be designated, respectively, Preferred Stock,
par value $0.01 per share ("Preferred"), and Common Stock, par
value $0.001 per share ("Common").
4.1 The total number of shares of Common that the Corporation
shall have authority to issue is 50,000,000. The total number
of shares of Preferred that the Corporation shall have
authority to issue is 1,000,000. The Preferred may be issued
from time to time in one or more series.
4.2 The Board of Directors is hereby authorized, subject to
limitations prescribed by law and the provisions of this
Article IV, by resolution to provide for the issuance of
Preferred shares in one or more series, and to establish from
time to time the number of shares to be included in each such
series, and to fix the designation, powers, privileges,
preferences and relative participating, optional or other
rights, if any, of the shares of each such series and the
qualifications, limitations or restrictions thereof.
4.3 The authority of the Board of Directors with respect to
each series shall include, but not be limited to,
determination of the following:
A. The number of shares constituting that series (including an
increase or decrease in the number of shares of any such
series (but not below the number of shares in any series then
outstanding) and the distinctive designation of that series;
B. The dividend rate on the shares in that series, whether
dividends shall be cumulative, and, if so, from which date or
dates, and the relative rights of priority, if any, of payment
of dividends on shares of that series;
C. Whether that series shall have voting rights (including
multiple or fractional votes per share) in addition to the
voting rights provided by law, and, if so, the terms of such
voting rights;
D. Whether that series shall have conversion privileges, and,
if so, the terms and conditions of such privileges, including
provision for adjustment of the conversion rate in such events
as the Board of Directors shall determine;
E. Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such
redemption, including the date or dates upon or after which
they shall be redeemable, and the amount per share payable in
case of redemption, which amount may vary under different
conditions and at different redemption rates;
F. Whether that series shall have a sinking fund or sinking
funds for the redemption or purchase of shares of that series,
and, if so, the terms and amount of such sinking fund or
funds;
G. The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding
up of the Corporation, and the relative rights of priority, if
any, of payment of shares of that series; and
H. Any other relative rights, preferences and limitations of
that series.
4.4 No holder of sham of the Corporation of any class, now or
hereafter authorized, shall have any preferential or
preemptive rights to subscribe for, purchase or receive any
shares of the Corporation of any class, now or hereafter
authorized, or any options or warrants for such shares, or any
rights to subscribe for, purchase or receive any securities
convertible to or exchangeable for such shares, which may at
any time be issued, sold or offered for sale by the
Corporation, except in the case of any shares of Preferred to
which such rights are specifically granted by any resolution
or resolutions of the Board of Directors adopted pursuant to
this Article IV."
and it is further
RESOLVED, that at 5:00 pm, EST, on the date of the
filing of this Certificate of Amendment to the Certificate of
Incorporation, all outstanding shares of Common Stock held by
each holder of record on such date shall be automatically
combined at the rate of one- for-1.989949857 without any
further action on the part of the holders thereof or the
Corporation. No fractional shares will be issued. All
fractional shares for one-half share or more shall be
increased to the next higher whole number of shares and all
fractional shares of less than one-half share shall be
decreased to the next lower whole number of shares,
respectively; and it is further
THIRD: That, pursuant to resolutions of the Corporation's Board of
Directors, the 2000 annual meeting of the stockholders of the Corporation was
duly called and held on the 23rd day of June, 2000 upon -notice in accordance
with Section 222 of the General Corporation Law of the State of Delaware, at
which meeting the-necessary numbers of shares as required by statute were voted
in favor of the amendment.
FOURTH: That the aforesaid amendment was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FIFTH: That the capital of said Corporation shall not be reduced under or
by reason of said amendment.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this Certificate to be signed by its officers thereunto
duly authorized as of the 25th day of June, 2000.
Dated: As of June 25, 2000. BIOQUEST, INC.
By: /s/ Warren C. Lau
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Warren C. Lau,
President
ATTEST:
/s/ Robert D, Whitworh
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Robert D. Whitworth
Secretary