EXHIBIT 3(i)(f)
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
OPTIONABLE, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation") is
OPTIONABLE, INC.
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:
FOURTH: The aggregate number of shares of all classes of stock which the
Corporation shall have authority to issue shall be one hundred five million
(105,000,000) shares, of which one hundred million (100,000,000) shares shall be
common stock, having a par value of $.0001 per share (the "Common Stock"), and
five million (5,000,000) shares shall be preferred stock, par value $.0001 per
share (the "Preferred Stock"). All of the shares of Common Stock shall be of one
class.
The shares of Preferred Stock shall be undesignated Preferred Stock and
may be issued from time to time in one or more series pursuant to a resolution
or resolutions, providing for such issuance and duly adopted by the Board of
Directors of the Corporation, authority to do so being hereby expressly vested
in the Corporation's Board of Directors. The Board of Directors is further
authorized to determine or alter the rights, preferences, privileges and
restrictions granted to or imposed upon any wholly unissued series of Preferred
Stock and to fix the number of shares of any series of Preferred Stock and the
designation of any such series of Preferred Stock. The Board of Directors of the
Corporation, within the limits and restrictions stated in any resolution or
resolutions of the Board of Directors originally fixing the number of shares
constituting any series, may increase or decrease (but not below the number of
shares in any such series then outstanding) the number of shares of any series
subsequent to the issuance of shares of that series.
The authority of the Board of Directors of the Corporation with respect to
each such class or series of Preferred Stock shall include, without limitation
of the foregoing, the right to determine and fix:
(i) the distinctive designation of such class or series and the number of
shares to constitute such class or series;
(ii) the rate at which dividends on the shares of such class or series
shall be declared and paid or set aside for payment, whether dividends at the
rate so determined shall be cumulative or accruing, and whether the shares of
such class or series shall be entitled to any participating or other dividends
in addition to dividends at the rate so determined, and if so, on what terms;
(iii) the right or obligation, if any, of the Corporation to redeem shares
of the particular class or series of Preferred Stock and, if redeemable, the
price, terms and manner of such redemption;
(iv) the special and relative rights and preferences, if any, and the
amount or amounts per share, which the shares of such class or series of
Preferred Stock shall be entitled to receive upon any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation;
(v) the terms and conditions, if any, upon which shares of such class or
series shall be convertible into, or exchangeable for, shares of capital stock
of any other class or series, including the price or prices or the rate or rates
of conversion or exchange and the terms of adjustment, if any;
(vi) the obligation, if any, of the Corporation to retire, redeem or
purchase shares of such class or series pursuant to a sinking fund or fund of a
similar nature or otherwise, and the terms and conditions of such obligations;
(vii) voting rights, if any, on the issuance of additional shares of such
class or series or any shares of any other class or series of Preferred Stock;
(viii) limitations, if any, on the issuance of additional shares of such
class or series or any shares of any other class or series of Preferred Stock;
(ix) such other preferences, powers, qualifications, special or relative
rights and privileges thereof as the Board of Directors of the Corporation,
acting in accordance with this Certificate of Incorporation, may deem advisable
and are not inconsistent with the law and the provisions of this Certificate of
Incorporation.
All issued and outstanding shares of Common Stock, par value $.0001 per share
("Old Common Stock"), outstanding as of the date of filing of this certificate
(the "Effective Date") shall automatically and without any action on the part of
the holder of the Old Common Stock be converted into one and twenty-seven
hundreds (1.27) times the number of shares of Old Common Stock, par value $.0001
per share ("New Common Stock"). Each holder of a certificate or certificates
which immediately prior to the Effective Date represented outstanding shares of
Old Common Stock (the "Old Certificates") shall, from and after the Effective
Date, be entitled to receive a certificate or certificates (the "New
Certificates") representing the shares of New Common Stock into which the shares
of Old Common Stock formerly represented by such Old Certificates are converted
under the terms hereof. Prior to the Effective Date, there are 35,509,000 issued
and outstanding shares of Old Common Stock and 64,491,000 shares of authorized
but unissued shares of Old Common Stock. On the Effective Date, there will be
45,096,340 issued and outstanding shares of New Common Stock and 54,903,660
shares of authorized but unissued shares of New Common Stock. The 35,509,000
shares of Old Common Stock are hereby changed into 45,096,340 shares of New
Common Stock at the rate of one and twenty-seven hundredths (1.27) shares of New
Common Stock for every one share of Old Common Stock.
3. The amendment 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.
4. The capital of the Corporation shall not be reduced under or by reason of
said amendment.
Signed on June 9, 2004
/s/Edward O'Connor
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Edward O'Connor, President