EXHIBIT 3.2
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
H & H IMPORTS, INC.
Pursuant to the provisions of Section 607.1006 and 607.0602 of the
Florida Statutes, the undersigned adopts the following amendments to its
Articles of Incorporation.
FIRST: The name of the Corporation is H & H Imports, Inc.
SECOND: Annexed hereto is a resolution duly adopted by the Board of
Directors on April 11, 2008 establishing a series of Preferred Stock of this
Corporation. The amendment was duly adopted by the Board of Directors without
shareholder action and shareholder action was not required.
H & H IMPORTS, INC.
/s/ Francis A. Rebello
---------------------
President
April 18, 2008
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RESOLVED, that pursuant to the authority vested in the Board of Directors in
accordance with the provisions of the Articles of Incorporation, a series of
Preferred Stock of the Corporation be, and. it hereby is, created out of the
authorized but unissued shares of the authorized Preferred Stock of the
Corporation, such series to be designated Series A Convertible Preferred Stock
and having the voting, dividend, conversion, priorities, preferences and
relative and other rights and qualifications, limitations and restrictions set
forth as follows:
Section 1. Designation and Amount. 40,000 shares of the Company's
authorized but undesignated preferred stock shall be designated as Series A
Convertible Preferred Stock (the "Series A Convertible Preferred Stock"). The
Series A Convertible Preferred Stock shall have a stated value of $15.00 per
share (the "Original Series A Convertible Issue Price").
Section 2. Rank. The Series A Convertible Preferred Stock shall rank:
(i) junior to any other class or series of capital stock of the Company
hereafter created specifically ranking by its terms senior to the Series A
Convertible Preferred Stock (collectively, the "Senior Securities"); (ii) prior
to all of the Company's Common Stock ("Common Stock"); (iii) prior to any class
or series of capital stock of the Company hereafter created specifically ranking
by its terms junior to any Series A Convertible Preferred Stock (collectively,
with the Common Stock, "Junior Securities"); and (iv) on parity with any class
or series of capital stock of the Company hereafter created specifically ranking
by its terms on parity with the Series A Convertible Preferred Stock ("Parity
Securities") in each case as to distributions of assets upon liquidation,
dissolution or winding up of the Company, whether voluntary or involuntary (all
such distributions being referred to collectively as "Distributions").
Section 3. Dividends. In the event any dividend or other distribution
payable in cash or other property (other than shares of Common Stock of the
Company) is declared on the Common Stock, each Holder of shares of Series A
Convertible Preferred Stock on the record date for such dividend or distribution
shall be entitled to receive per share on the date of payment or distribution of
such dividend or other distribution the amount of cash or property equal to the
cash or property which would be received by the Holders of the number of shares
of Common Stock into which such share of Series A Convertible Preferred Stock
would be converted pursuant to Section 5 hereof immediately prior to such record
date.
Section 4. Liquidation Preference.
(a) In the event of any liquidation, dissolution or winding up of the
Company ("Liquidation Event"), either voluntary or involuntary, the Holders of
shares of Series A Convertible Preferred Stock shall be entitled to receive,
immediately after any distributions to Senior Securities required by the
Company's Articles of Incorporation or any Articles of designation, and prior in
preference to any distribution to Junior Securities but in parity with any
distribution to Parity Securities, an amount per share equal to the sum of (i)
$15.00 and (ii) all accrued and unpaid dividends thereon and no more. If upon
the occurrence of such event, and after payment in full of the preferential
amounts with respect to the Senior Securities, the assets and funds available to
be distributed among the Holders of the Series A Convertible Preferred Stock and
Parity Securities shall be insufficient to permit the payment to such Holders of
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the full preferential amounts due to the Holders of the Series A Convertible
Preferred Stock and the Parity Securities, respectively, then the entire assets
and funds of the Company legally available for distribution shall be distributed
among the Holders of the Series A Convertible Preferred Stock and the Parity
Securities, pro rata, based on the respective liquidation amounts to which the
Holders of each such series are entitled by the Company's Articles of
Incorporation and any certificate(s) of designation relating thereto.
(b) Upon the completion of the distribution required by subsection
4(a), if assets remain in this Company, they shall be distributed to holders of
Junior Securities.
Section 5. Conversion. The record Holders of the Series A Convertible
Preferred Stock shall have conversion rights as follows (the "Conversion
Rights"):
(a) Holders Right to Convert. Each record Holder of Series A
Convertible Preferred Stock shall be entitled to convert each share of Series A
Convertible Preferred Stock held by such Holder into one hundred (100)
fully-paid and non-assessable shares of Common Stock of the Company (the
"Conversion Price") subject to adjustment as set forth below, at any time.
(b) Mechanics of Conversion. In order to convert shares of Series A
Convertible Preferred Stock the record Holder of shall give written notice to
the Company (the "Notice of Conversion") at its principal office that the Holder
elects to convert the same and shall state therein the number of shares of
Series A Convertible Preferred Stock being converted. If the Series A
Convertible Preferred Stock to be converted is represented by a certificate or
certificates therefor, such certificate or certificates must also be returned to
the Company. Thereupon the Company shall promptly issue and deliver at such
office to such Holder of Series A Convertible Preferred Stock a written
statement confirming the issuance of the number of shares of Common Stock to
which such Series A Convertible Preferred Stock has been converted or a
certificate therefor.
Such conversion shall be deemed to have been made immediately prior to
the close of business on the date of receipt of such Notice of Conversion (and
surrender of the certificates of Series A Convertible Preferred Stock to be
converted if such shares are represented by certificates), and the person or
persons entitled to receive the shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such shares of Common Stock on such date.
(i) Lost or Stolen Certificates. Upon receipt by the Company
of evidence of the loss, theft, destruction or mutilation of any Series A
Convertible Preferred Stock Certificates, and (in the case of loss, theft or
destruction) of indemnity or security reasonably satisfactory to the Company and
its Transfer Agent, and upon surrender and cancellation of the Series A
Convertible Preferred Stock Certificate(s), if mutilated, the Company shall
execute and deliver new Series A Convertible Preferred Stock Certificate(s) of
like tenor and date. However, Company shall not be obligated to re-issue such
lost or stolen Series A Convertible Preferred Stock Certificates if Holder
contemporaneously requests Company to convert such Series A Convertible
Preferred Stock into Common Stock.
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(ii) No Fractional Shares. If any conversion of the Series A
Convertible Preferred Stock would create a fractional share of Common Stock to a
holder or a right to acquire a fractional share of Common Stock, such fractional
share shall be disregarded and the number of shares of Common Stock issuable
upon conversion, shall be the next higher number of shares, or the Company may
at its option pay cash equal to fair value of the fractional share based on the
fair market value of one share of the Company's Common Stock on the date of
conversion, as determined in good faith by the Board of Directors.
(c) Reservation of Stock Issuable Upon Conversion. The Company shall at
all times reserve and keep available out of its authorized but unissued shares
of Common Stock, solely for the purpose of effecting the conversion of the
Series A Convertible Preferred Stock, such number of its shares of Common Stock
as shall from time to time be sufficient to effect the conversion of all then
outstanding Series A Convertible Preferred Stock; and if at any time the number
of authorized but unissued shares of Common Stock shall not be sufficient to
effect the conversion of all then outstanding shares of Series A Convertible
Preferred Stock, the Company will immediately take such corporate action as may
be necessary to increase its authorized but unissued shares of Common Stock to
such number of shares as shall be sufficient for such purpose.
(d) Adjustment to Conversion Price.
(i) Adjustment Due to Stock Split, Stock Dividend, Etc. If,
prior to the conversion of all of the Series A Convertible Preferred Stock, the
number of outstanding shares of Common Stock is increased by a stock split,
stock dividend, or other similar event, the Conversion Price and number of
shares of Common Stock issuable on conversion shall be proportionately reduced,
or if the number of outstanding shares of Common Stock is decreased by a
combination or reclassification of shares, or other similar event, the
Conversion Price shall be proportionately increased.
(ii) Adjustment Due to Merger, Consolidation, etc. If, prior
to the conversion of all Series A Convertible Preferred Stock, there shall be
any merger, consolidation, exchange of shares, recapitalization, reorganization,
or other similar event, as a result of which shares of Common Stock of the
Company shall be changed into the same or a different number of shares of the
same or another class or classes of stock or securities of the Company or
another entity (each a "Business Combination Event"), then the Holders of Series
A Convertible Preferred Stock shall thereafter have the right to receive upon
conversion of Series A Convertible Preferred Stock, upon the basis and upon the
terms and conditions specified herein and in lieu of the shares of Common Stock
immediately theretofore issuable upon conversion, such stock, securities and/or
other assets which the Holder would have been entitled to receive in such
transaction had the Series A Convertible Preferred Stock been converted
immediately prior to such transaction, and in any such case appropriate
provisions shall be made with respect to the rights and interests of the Holders
of the Series A Convertible Preferred Stock to the end that the provisions
hereof (including, without limitation, provisions for the adjustment of the
Conversion Price and of the number of shares issuable upon conversion of the
Series A Convertible Preferred Stock) shall thereafter be applicable, as nearly
as may be practicable in relation to any securities thereafter deliverable upon
the exercise hereof.
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(iii) No Fractional Shares. If any adjustment under this
Section 5(e) would require the issuance of a fractional share of Common Stock to
a holder, such fractional share shall be disregarded and the number of shares of
Common Stock issuable upon conversion shall be the next higher full number of
shares.
Section 6. Voting Rights.
To the extent that under Florida Law the vote of the Holders of the
Series A Convertible Preferred Stock, voting separately as a class, is required
to authorize a given action of the Company, the affirmative vote or consent of
the Holders of at least a majority of the shares of the Series A Convertible
Preferred Stock represented at a duly held meeting at which a quorum is present
or by written consent of a majority of the shares of Series A Convertible
Preferred Stock (except as otherwise may be required under Florida Law) shall
constitute the approval of such action by the class. The Holders of the Series A
Convertible Preferred Stock are entitled to vote on all matters with the holders
of the Company's Common Stock, voting together as one class. Each share of
Series A Convertible Preferred Stock shall be entitled to a number of votes
equal to the number of shares of Common Stock into which it is then convertible
using the record date for the taking of such vote of stockholders as the date as
of which the Conversion Rate is calculated.
Holders of the Series A Convertible Preferred Stock shall be entitled
to notice of all shareholder meetings or written consents with respect to which
they would be entitled to vote, which notice would be provided pursuant to the
Company's by-laws and applicable statutes.
Section 7. Status of Converted Stock. Any shares of Series A
Convertible Preferred Stock which have not been issued within one year following
the filing of these Articles or which have been redeemed or converted shall
return to the status of authorized but unissued Preferred Stock of no designated
series.
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