Exhibit 3 (i). 2
State of Florida
Department of State
I certify the attached is a true and correct copy of the Articles of Amendment,
filed on June 9, 2006, to Articles of Incorporation for CAVIT SCIENCES, INC., a
Florida corporation, as shown by the records of this office.
The document number of this corporation is P06000052346
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the capital, this the
Fourteenth day of June, 2006
GREAT SEAL OF THE STATE OF FLORIDA
IN GOD WE TRUST
Cr2Eo22 (01-06)
/s/ Sue M. Cobb
Sue M. Cobb
Secretary of State
Exhibit 3 (i). 2
Filed
06-Jun-9 AM 9:19
Secretary of State
Tallahassee, Florida
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
Cavit Sciences, Inc.
- --------------------------------------------------------------------------------
(Name of corporation as currently filed with the Florida Dept. of State)
P06000052346
- --------------------------------------------------------------------------------
(Document number of corporation if known)
Pursuant to the provisions of section 607.1006, Florida Statutes, this FLORIDA
PROFIT CORPORATION adopts the following amendment(s) to its Articles of
Incorporation:
NEW CORPORATE NAME (IF CHANGING):
N/A
- --------------------------------------------------------------------------------
(Must contain the word "corporation, " "company,", or "incorporated" or the
abbreviation "Corp," "Inc., or "Co.") (A professional corporation must contain
the word "chartered", "professional association, "or the abbreviation "P.A.")
AMENDMENTS ADOPTED- (OTHER THAT NAME CHANGE) Indicate article Number(s) and/or
Article Title(s) being amended, added or deleted: (BE SPECIFIC)
See Exhibit "A" attached here to and incorporated herein by reference.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Attach additional pages if necessary)
If an amendment provides for exchange, reclassification, or cancellation of
issued shares, provisions for implementing the amendment if not contained in the
amendment itself: (if not applicable, indicate N/A)
N/A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(continued)
THE DATE OF EACH AMENDMENT(S) ADOPTION: June 10, 2006
EFFECTIVE DATE IF APPLICABLE: Effective upon filing with Secretary of
State (no more than 90 days after amendment
file date)
ADOPTION OF AMENDMENT(S) (CHECK ONE)
[X] The amendments(s) was/were approved by the shareholders. The number of
votes cast for the amendments(s) by the shareholders was/were
sufficient for approval.
[ ] The amendment(s) was/were approved by the shareholders through
voting groups. The following statement must be separately provided for
each voting group entitled to vote separately on the amendment(s):
" The number of votes cast for the amendment(s) was/were sufficient for approval
by ".
- --------------------------------------------------------------------------------
(voting group)
[ ] The amendment(s) was/were adopted by the board of directors without
shareholder action and shareholder action was not required.
[ ] The amendment(s) was/were adopted by the incorporators without
shareholder action and shareholder action was not required.
Signature
(By a director, president or other officer - directors or officers have
not been selected, by an incorporator - if in the hands of a receiver,
trustee, or other court appointed fiduciary by that fiduciary)
/s/ Colm King
Colm King
-----------------------------------------------------------------
(Typed or printed name of person signing)
President
-----------------------------------------------------------------
(Title of person signing)
FILING FEE: $35
2
EXHIBIT A
TO
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
CAVIT SCIENCES, INC.
Article IV is hereby amend to read in its entirety as follows:
"Article IV
The number of shares the corporation is authorized to issue is 50,000,000,
consisting of 45,000,000 shares of $.01 par value common stock and 5,000,000
shares of $.01 par value preferred stock.
The board of directors may authorize shares to be issued for consideration
consisting of any tangible or intangible property or benefit to the corporation,
including cash, promissory notes, services performed, promises to perform
services evidenced by a written contract or other securities of the corporation.
Before the corporation issues shares, the board of directors must determine
that the consideration received or to be received for shares to be issued is
adequate. That determination by the board of directors is shall be conclusive
insofar as the adequacy of consideration for the issuance of shares relates to
whether the shares are validly issued, fully paid and nonassessable.
The corporation may place in escrow shares issued for a contract for future
services or benefits or a promissory note, or make other arrangements to
restrict the transfer of the shares, and may credit distributions in respect of
the shares against their purchase price, until the services are performed, the
note is paid or the benefits are received. If services are not performed, the
shares escrowed or restricted and the distributions credited may be canceled in
whole or in part."
A new Article IX is hereby added to read in its entirety as follows:
"Article IX
(1) The corporation shall indemnify any person who was or is a party to any
proceeding (other than an action by, or in the right of, the corporation), by
reason of the fact that he or she is or was a director, officer, employee, or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise against liability incurred in
connection with such proceeding, including any appeal thereof, if he or she
acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any proceeding by judgment, order,
settlement, or conviction or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in, or not
opposed to, the best interests of the corporation or, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.
(2) The corporation shall indemnify any person, who was or is a party to
any proceeding by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that the person is or was a director, officer,
employee, or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against expenses and
amounts paid in settlement not exceeding, in the judgment of the board of
directors, the estimated expense of litigating the proceeding to conclusion,
actually and reasonably incurred in connection with the defense of settlement of
such proceeding, including any appeal thereof. Such indemnification shall be
3
authorized if such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification shall be made under this subsection
in respect of any claim, issue, or matter as to which such person shall have
been adjudged to be liable unless, and only to the extent that, the court in
which such proceeding was brought, or any other court of competent jurisdiction,
shall determine upon application that, despite the adjudication of liability but
in view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
(3) To the extent that a director, officer, employee, or agent of the
corporation has been successful on the merits or otherwise in defense of any
proceeding referred to in subsection (1) or subsection (2), or in defense of any
claim, issue, or matter therein, he or she shall be indemnified against expenses
actually and reasonably incurred by him or her in connection therewith.
(4) Any indemnification under subsection (1) or subsection (2), unless
pursuant to a determination by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee, or agent is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in subsection (1) or
subsection (2). Such determination shall be made:
(a) By the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such proceeding;
(b) If such a quorum is not obtainable or, even if obtainable, by majority
vote of a committee duly designated by the board of directors (in which
directors who are parties may participate) consisting solely of two or more
directors not at the time parties to the proceeding;
(c) By independent counsel:
1. Selected by the board of directors prescribed in paragraph (a) or the
committee prescribed in paragraph (b); or
2. If a quorum or the directors cannot be obtained for paragraph (a) and
the committee cannot be designated under paragraph (b), selected by majority
vote of the full board of directors (in which directors who are parties may
participate); or
(d) By the shareholders by a majority vote of a quorum consisting of
shareholders who were not parties to such proceeding or, if no such quorum is
obtainable, by a majority vote of shareholders who were not parties to such
proceeding.
(5) Evaluation of the reasonableness of expenses and authorization of
indemnification shall be made in the same manner as the determination that
indemnification is permissible. However, if the determination of permissibility
is made by independent legal counsel, persons specified by paragraph (4)(c)
shall evaluate the reasonableness of expenses and may authorize indemnification.
(6) Expenses incurred by an officer or director in defending a civil or
criminal proceeding may be paid by the corporation in advance of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if he or she is ultimately found
not to be entitled to indemnification by the corporation pursuant to this
section. Expenses incurred by other employees and agents may be paid in advance
upon such terms or conditions that the board of directors deems appropriate.
(7) The indemnification and advancement of expenses provided pursuant to
this article are not exclusive, and the corporation may make any other or
further indemnification or advancement of expenses of any of its directors,
officers, employees, or agents, under any bylaw, agreement, vote of shareholders
of disinterested directors, or otherwise, both as to action in his or her
official capacity and as to action in another capacity while holding such
office. However, indemnification or advancement of expenses shall not be made to
4
or on behalf of any director, officer, employee, or agent if a judgment or other
final adjudication establishes that his or her actions, or omissions to act,
were material to the cause of action so adjudicated and constitute:
(a) A violation of the criminal law, unless the director, officer,
employee, or agent had reasonable cause to believe his or her conduct was lawful
or had no reasonable cause to believe his or her conduct was unlawful;
(b) A transaction from which the director, officer, employee, or agent
derived an improper personal benefit;
(c) In the case of a director, a circumstance under which the liability
provisions of section 607.0834 of the 2005 Florida Statutes are applicable; or
(d) Willful misconduct or a conscious disregard for the best interests of
the corporation in a proceeding by or in the right of the corporation to procure
a judgment in its favor or in a proceeding by or in the right of a shareholder.
(8) Indemnification and advancement of expenses as provided in this section
shall continue as, unless otherwise provided when authorized or ratified, to a
person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person, unless otherwise provided when authorized or ratified.
(9) Unless the corporation's articles of incorporation provide otherwise,
notwithstanding the failure of a corporation to provide indemnification, and
despite any contrary determination of the board or of the shareholders in the
specific case, a director, officer, employee, or agent of the corporation who is
or was a party to a proceeding may apply for indemnification or advancement of
expenses, or both, to the court conducting the proceeding, to the circuit court,
or to another court of competent jurisdiction. On receipt of an application, the
court, after giving any notice that it considers necessary, may order
indemnification and advancement of expenses, including expenses incurred in
seeking court-ordered indemnification or advancement of expenses, if it
determines that:
(a) The director, officer, employee, or agent is entitled to mandatory
indemnification under subsection (3), in which case the court shall also order
the corporation to pay the director reasonable expenses incurred in obtaining
court-ordered indemnification or advancement of expenses;
(b) The director, officer, employee, or agent is entitled to
indemnification or advancement of expenses, or both, by virtue of the exercise
by the corporation of its power pursuant to subsection (7); or
(c) The director, officer, employee, or agent is fairly and reasonably
entitled to indemnification or advancement of expenses, or both, in view of all
the relevant circumstances, regardless of whether such person met the standard
of conduct set forth in subsection (1), subsection (2), or subsection (7).
(10) For purposes of this article, the term "corporation" includes, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger, so that
any person who is or was a director, officer, employee, or agent of a
constituent corporation, or is or was serving at the request of a constituent
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, is in the same position
under this section with respect to the resulting or surviving corporation as he
or she would have with respect to such constituent corporation if its separate
existence had continued.
5
(11) For purposes of this article:
(a) The term "other enterprises" includes employee benefit plans;
(b) The term "expenses" includes counsel fees, including those for appeal;
(c) The term "liability" includes obligations to pay a judgment,
settlement, penalty, fine, (including an excise tax assessed with respect to any
employee benefit plan), and expenses actually and reasonably incurred with
respect to a proceeding;
(d) The term "proceeding" includes any threatened, pending, or completed
action, suit, or other type of proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal;
(e) The term "agent" includes a volunteer;
(f) The term "serving at the request of the corporation" includes any
service as a director, officer, employee, or agent of the corporation that
imposes duties on such persons, including duties relating to an employee benefit
plan and its participants or beneficiaries; and
(g) The term "not opposed to the best interest of the corporation"
describes the actions of a person who acts in good faith and in a manner he or
she reasonably believes to be in the best interests of the participants and
beneficiaries of an employee benefit plan.
(12) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against the
person and incurred by him or her in any such capacity or arising out of his or
her status a such, whether or not the corporation would have the power to
indemnify the person against such liability under the provisions of this
section."
6