<PAGE> 1
EXHIBIT A
FORM OF
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SUMMIT BROKERAGE SERVICES, INC.
Richard Parker, being the Chairman of the Board and Chief Executive
Officer of SUMMIT BROKERAGE SERVICES, INC., a Florida corporation (the
"Corporation"), hereby certifies that:
1. The name of the Corporation is SUMMIT BROKERAGE SERVICES, INC. The
Corporation was incorporated on September 3, 1993.
2. The Articles of Incorporation of the Corporation were duly amended
on August 20, 1997 and December 13, 1999.
3. These Amended and Restated Articles of Incorporation restate and
integrate and further amend the provisions of the Corporation's Articles of
Incorporation, as amended.
4. The terms and provisions of these Amended and Restated Articles of
Incorporation were approved and adopted by all the directors of the Corporation
pursuant to a written action without a meeting of directors executed as of
September 1, 2000. The terms and provisions of these Amended and Restated
Articles of Incorporation were approved and adopted by the majority shareholder
of the Corporation pursuant to a written action without a meeting of the
shareholders executed as of September __, 2000. The number of votes cast for the
Amended and Restated Articles of Incorporation by the shareholders was
sufficient for approval.
5. Pursuant to Sections 607.0704, 607.1003 and 607.1007 of the Florida
Business Corporation Act, the text of the Articles of Incorporation of the
Corporation, as amended, is hereby amended and restated to read in its entirety
as follows:
ARTICLE I - NAME
The name of the corporation is SUMMIT BROKERAGE SERVICES, INC.
(hereinafter called the "Corporation" or "Summit").
<PAGE> 2
ARTICLE II - PURPOSE
The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the Florida Business
Corporation Act.
ARTICLE III - PRINCIPAL OFFICE
The principal place of business and mailing address of the Corporation
is 25 Fifth Avenue, Indialantic, Florida 32903.
ARTICLE IV - REGISTERED OFFICE AND AGENT
The address of the registered office of the Corporation in the State of
Florida is 25 Fifth Avenue, Indialantic, Florida 32903. The name of its
registered agent at that address is Richard Parker.
ARTICLE V - CAPITAL STOCK
A. Authorized Capital Stock.
(1) The maximum aggregate number of shares of common
stock, par value of $.0001 per share (the "Common
Stock"), that this Corporation shall have authority
to issue is 10,000,000 shares.
(2) The maximum aggregate number of shares of preferred
stock, par value $.0001 per share (the "Preferred
Stock"), that this Corporation shall have authority
to issue is 5,000,000 shares.
(3) No fractional shares shall be issued.
(4) No shareholder of any stock of the Corporation shall
have preemptive rights.
B. Preferred Stock.
(1) Authority is hereby vested in the Board of Directors
of the Corporation to provide from time to time for
the issuance of Preferred Stock in one or more series
and, in connection therewith, to fix by resolution
providing for the issue of such series the number of
shares to be included and such of the designations,
powers, preferences and relative participating,
optional or other special rights and the
qualifications, limitations and restrictions of such
series, including, without limitation, voting rights
or limitations, rights of redemption or conversion
into Common Stock, the redemption or conversion
price, to the fullest extent now or hereafter
permitted by the Florida Business Corporation Act.
(2) Shares of any series of Preferred Stock that shall be
issued and thereafter acquired by the Corporation
through purchase, redemption (whether through the
operation of a sinking fund or otherwise),
conversion, exchange or otherwise shall, upon
appropriate filing and recording to the extent
required by law, have the status of authorized and
unissued shares of Preferred Stock and may be
reissued as part of such series or as part of any
other series of Preferred Stock. Unless otherwise
provided in the resolution or resolutions of the
Board of
2
<PAGE> 3
Directors providing for the issuance thereof, the
number of authorized shares of stock of any series of
Preferred Stock may be increased or decreased (but
not below the number of shares thereof then
outstanding) by resolution or resolutions of the
Board of Directors and appropriate filing and
recording to the extent required by law. In case the
number of shares of any such series of Preferred
Stock shall be decreased, the shares representing
such decrease shall, unless otherwise provided in the
resolution or resolutions of the Board of Directors
providing for the issuance thereof, resume the status
of authorized but unissued shares of Preferred Stock,
undesignated as to series.
C. Provisions Relating to the Common Stock.
(1) Dividends, Liquidating Distributions and Voting. The
Common Stock shall be subject to the express terms of
the Preferred Stock, if any, and any class or series
thereof. Subject to the preferential dividend rights
applicable to shares of any series of Preferred
Stock, the holders of shares of Common Stock shall be
entitled to receive when, as and if declared by the
Board, out of funds legally available therefor,
dividends and other distributions payable in cash,
property, stock (including shares of any class or
series of the Corporation, whether or not shares of
such class or series are already outstanding) or
otherwise. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of
the Corporation, and after the holders of the
Preferred Stock shall have been paid in full the
amounts to which they shall be entitled, if any, or a
sum sufficient for such payment in full shall have
been set aside, the holders of shares of the Common
Stock shall be entitled to receive all of the
remaining assets of the Corporation available for
distribution to its shareholders, ratably in
proportion to the number of shares of the Common
Stock held by them. Each share of Common Stock shall
have one (1) vote on all matters that are submitted
to shareholders for vote.
(2) Mergers and Consolidations. In the event of a merger,
consolidation or combination of the Corporation with
another entity (whether or not the Corporation is the
surviving entity), the holders of Common Stock shall
be entitled to receive their respective pro rata
share of the consideration received in respect of
that transaction.
(3) Sales and Repurchases. The Board shall have the power
to cause the Corporation to issue and sell shares of
Common Stock to such individuals, partnerships, joint
ventures, limited liability companies, associations,
corporations, trusts or other legal entities
(collectively, "persons") and for such consideration
as the Board shall from time to time in its
discretion determine, and as otherwise permitted by
law. The Board shall have the power to cause the
Corporation to purchase, out of funds legally
available therefor, shares of Common Stock from such
persons and for such consideration as the Board shall
from time to time in its discretion determine, and as
otherwise permitted by law.
3
<PAGE> 4
ARTICLE VI - BYLAWS
The Bylaws of the Corporation may be altered, amended or repealed or
new Bylaws may be adopted at any meeting of the Board of Directors at which a
quorum is present, by the affirmative vote of a majority of the directors
present at such meeting.
ARTICLE VII - INDEMNIFICATION
The Corporation shall, to the fullest extent permitted by the laws of
Florida, including, but not limited to, Section 607.0850 of the Florida Business
Corporation Act, as the same may be amended and supplemented from time to time,
indemnify any and all directors and officers of the Corporation and may, in the
discretion of the Board of Directors of the Corporation, indemnify any and all
other persons whom it shall have power to indemnify under said Section or
otherwise under Florida law, from and against any and all of the liabilities,
expenses or other matters referred to or covered by said Section. The
indemnification provisions contained in the Florida Business Corporation Act
shall not be deemed exclusive of any other rights of which those indemnified may
be entitled under any bylaw, agreement, resolution of shareholders or
disinterested directors, or otherwise. No provision of these Amended and
Restated Articles of Incorporation is intended by the Corporation to be
construed as limiting, prohibiting, denying or abrogating any of the general or
specific powers or rights conferred under the Florida Business Corporation Act
upon the Corporation, upon its shareholders, bondholders and security holders,
or upon its directors, officers and other corporate personnel, including, in
particular, the power of the Corporation to furnish indemnification to
directors, officers, employees and agents (and their heirs, executors and
administrators) in the capacities defined and prescribed by the Florida Business
Corporation Act and the defined and prescribed rights of said persons to
indemnification as the same are conferred under the Florida Business Corporation
Act.
ARTICLE VIII - AMENDMENT
This Corporation reserves the right to amend or repeal any provisions
contained in these Amended and Restated Articles of Incorporation, or any
amendment hereto, and any right conferred upon the shareholders is subject to
this reservation.
IN WITNESS WHEREOF, the undersigned has made and subscribed these
Amended and Restated Articles of Incorporation this ____ day of September, 2000.
SUMMIT BROKERAGE SERVICES, INC.
By: /s/
-------------------------------
Richard Parker
Chairman of the Board and Chief
Executive Officer
4
