EXHIBIT 3.1.1
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION OF
TECHEDGE, INC.
It is hereby certified that:
1. The name of the corporation is TECHEDGE, INC. (the "Corporation"):
2. The certificate of incorporation of the corporation is hereby amended by
striking out Article FOURTH thereof and by substituting in lieu of said article
the following new Article FOURTH:
The total number of shares of stock which the Corporation shall have
authority to issue is One Hundred One Million (101,000,000) which shall
consist of (i) One Hundred Million (100,000,000) shares of common stock,
$.0001 par value per share (the "Common Stock"), and (ii) One Million
(1,000,000) shares of-preferred stock, $.0001 par value per share (the
"Preferred Stock").
The Preferred Stock may be issued in one or more series, from time to
time, with each such series to have such designation, relative rights,
preferences or limitations, as shall be stated and expressed in the
resolution or resolutions providing for the issue of such series adopted
by the Board of Directors of the Corporation (the "Board"), subject to the
limitations prescribed by law and in accordance with the provisions
hereof, the Board being hereby expressly vested with authority to adopt
any such resolution or resolutions. The authority of the Board with
respect to each series of Preferred Stock shall include, but not be
limited to, the determination or fixing of the following:
(i) The distinctive designation and number of shares comprising such
series, which number may (except where otherwise provided by the
Board increasing such series) be increased or decreased (hut not
below the number of shares then outstanding) from time to time by
like action of the Board;
(ii) The dividend rate of such series, the conditions and time upon
which such dividends shall be payable, the relation which such
dividends shall hear to the dividends payable on any other class or
classes of Stock or series thereof, or any other series of the same
class, and whether such dividends shall he cumulative or
non-cumulative;
(iii) The conditions upon which the shares of such series shall be
subject to redemption by the Corporation and the times, prices, and
other terms and provisions upon which the shares of the series may
be redeemed;
(iv) Whether or not the shares of the series shall be subject to the
operation of a retirement or sinking fund to be applied to the
purchase or redemption of such shares and, if such retirement or
sinking fund be established, the annual amount thereof and the terms
and provisions relative to the operation thereof:
(v) Whether or not the shares of the series shall be convertible
into or exchangeable for shares of any other class or classes, with
or without par value, or of any other series of the same class, and,
if provision is made for conversion or exchange, the times, prices,
rates, adjustments and other terms and conditions of such conversion
or exchange;
(vi) Whether or not the shares of the series shall have voting
rights, in addition to the voting rights provided by law, and, if
so, the terms of such voting rights;
(vii) The rights of the shares of the series in the event of
voluntary or involuntary liquidation, dissolution or upon the
distribution of assets of the Corporation; and
(viii) Any other powers, preferences and relative participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, of the shares of such series, as the Board may
deem advisable and as shall not he inconsistent with the provisions
of this Articles of Incorporation.
The holders of shares of the Preferred Stock of each series shall be entitled to
receive, when and as declared by the Board, out of funds legally available for
the payment of dividends, dividends (if any) at the rates fixed by the Board for
such series before any cash dividends shall be declared and paid or set apart
for payment, on the Common Stock with respect to the same dividend period.
The holders of shares of the Preferred Stock of each series shall be entitled,
upon liquidation or dissolution or upon the distribution of the assets of the
Corporation, to such preferences as provided in the resolution or resolutions
creating such series of Preferred Stock, and no more, before any distribution of
the assets of the Corporation shall he made to the holders of shares of the
Common Stock. Whenever the holders of shares of the Preferred Stock shall have
been paid the full amounts to which they shall he entitled, the holders of
shares of the Common Stock shall be entitled to share ratably in all remaining
assets of the Corporation.
3. The amendments of the certificate of incorporation herein certified has been
duly adopted and written consent has been given in accordance with the
provisions of Sections 228 and 242 of the General Corporation Law of the State
of Delaware.
Signed on this 22 day of March, 2004.
By: /s/ Gregory A. Konesky
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Name: Gregory A. Konesky
Title: Chief Executive Officer