Exhibit 1.2
AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
UTAH COAL AND CHEMICALS CORPORATION
Pursuant to the provisions of Section 78.385 of the Nevada Revised
Statutes, Utah Coal and Chemicals Corporation adopts the following amendments to
its Articles of Incorporation.
1. The undersigned hereby certify that on Friday, July 24, 1987, a Special
Meeting of the Board of Directors of Utah Coal and Chemicals Corporation was
duly held and convened at which there was present a quorum of the Board of
Directors acting throughout all proceedings, and at which time the following
resolution was duly adopted by the Board of Directors:
BE IT RESOLVED: That the Secretary of the corporation, Rhonda
Marquardt, is hereby authorized and directed to call a special meeting
of the stockholders to amend Article Four of the Articles of
Incorporation to provide that the corporation shall have the authority
to issue an aggregate of 15,000,000 shares of capital stock, having a
par value of $0.10 per share. This will have the effect of a ten for
one reverse split of the corporation's stock, whereby the 13,556,580
shares outstanding will be reduced to 1,355,658 shares.
2. A Special Meeting of the Shareholders of Utah Coal and Chemicals Corporation
was held on September 4, 1987, at 50 West Liberty Street, Suite 980, Reno,
Nevada, at 11:00 a.m., local time with regard thereto, the undersigned certify
as follows:
a. Notice of the Special Meeting of Shareholders was mailed to
each shareholder on August 14, 1987.
b. There were present in person or by proxy 8,465,598 shares of
the 13,445,580 shares outstanding in the corporation.
c. The proposal to amend the Articles of Incorporation, which is
set forth below, was adopted by 8,432,787 shares. There were
32,811 shares voting against the proposal and -0- shares
abstained from voting.
ARTICLE FOUR. [CAPITAL STOCK]. The corporation shall have the
authority to issue an aggregate of FIFTEEN MILLION SHARES (15,000,000) of
capital stock with each share having a par value of TEN CENTS ($0.10) per share.
All stock when issued shall be fully paid and non-assessable. No holder of
shares of capital stock of the corporation shall be entitled, as such, to any
pre-emptive or preferential rights to subscribe to any unissued stock or any
other securities which the corporation may now or hereafter be authorized to
issue. Each share of capital stock shall be entitled to one vote at
stockholders' meetings, either in person or by proxy. Cumulative voting for the
election of directors, whether at an annual or special meeting of stockholders,
shall not be permitted.
IN WITNESS WHEREOF, the undersigned hereunto affix their signatures
this 1st day of October, 1987.
UTAH COAL AND CHEMICALS CORPORATION
By: /s/ Alexander H. Walker, Jr.
-------------------------------
Alexander H. Walker, Jr.
Vice President
By: /s/ Rhonda Marquardt
------------------------------
Rhonda Marquardt
Secretary
<PAGE>
STATE OF UTAH )
) ss.
COUNTY OF SALT LAKE )
On this 1st day of October, 1987, before me, the undersigned, a Notary
Public in and for the State of Utah, personally appeared Alexander H. Walker,
Jr., the duly elected Vice President, and Rhonda Marquardt, the duly elected
Secretary of Utah Coal and Chemicals Corporation, known to me to be the persons
described in and who executed the foregoing Amendment to the Articles of
Incorporation and who acknowledged to me that they executed the same freely and
voluntarily on behalf of and in their capacities as the Vice President and
Secretary, respectively, of Utah Coal and Chemicals Corporation. I have hereunto
set my hand and affixed my official seal the day and year first above written.
Holly Holman
--------------------------------
Notary Public
Residing in Salt Lake City, Utah
My Commission Expires:
6/21/88
------------
