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EXHIBIT 3.4
AMENDMENT TO THE COMPANY'S
ARTICLES OF INCORPORATION
DATED
JUNE 5, 2000
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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
VITECH AMERICA, INC.
Pursuant to Section 607.1006 of the Business Corporation Act of the
State of Florida, the undersigned SECRETARY of VITECH AMERICA, INC., a
corporation organized and existing under and by virtue of the Business
Corporation Act of the State of Florida (the "Corporation") does hereby certify:
FIRST: That pursuant to a meeting of the Board of Directors on April
28, 2000, and a meeting of the Shareholders of said Corporation, on June 5,
2000, the Directors and Shareholders approved the amendments to the
Corporation's Articles of Incorporation as follows:
Article III of the Articles of Incorporation of this Corporation is
amended to read in its entirety as follows:
ARTICLE III
The maximum number of shares of stock that this corporation is
authorized to issue and have outstanding at any one time shall be sixty
million (60,000,000) shares of Common Stock, no par value, and three
million (3,000,000) shares of Preferred Stock, no par value.
Series of the Preferred Stock may be created and issued from time to
time, with such designations, preferences, conversion rights,
cumulative, relative, participating, optional or other rights,
including voting rights, qualifications, limitations or restrictions
thereof as shall be stated and expressed in the resolution or
resolutions providing for the creating and issuance of such series of
Preferred Stock as adopted by the Board of Directors pursuant to the
authority in this paragraph given.
SECOND: The foregoing amendment was adopted at a meeting of the
Directors on April 28, 2000 and a majority of the Shareholders of the
Corporation at a meeting held on June 5, 2000, which shares consenting and voted
at such meeting represented a majority of the total issued and outstanding
capital stock of the Corporation entitled to vote. Therefore, the number cast
for the amendment to the Corporation's Articles of Incorporation was sufficient
for approval.
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IN WITNESS WHEREOF, the undersigned, being the Secretary of this
Corporation, has executed these Articles of Amendment as of June 5, 2000.
VITECH AMERICA, INC.
/s/ Edward A. Kelly
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Edward A. Kelly
Secretary
