Exhibit 2.2
F981208000 236
CT-07
CERTIFICATE OP AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
ADIRONDACK PURE SPRINGS MT. WATER CO, INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
1cc
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED DEC 08 1998
TAX$ 195
BY 8AC
NASSAU
MCLAUGHLIN & STERN
260 MADISON AVEUNB
NEW YORK,.NY 10016
981208000249
<PAGE>
Exhibit 2.2
CT-07
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
ADIRONDACK PURE SPRINGS MT. WATER CO., INC.
Under Section 805 of the Business Corporation Law
WE, THE UNDERSIGNED, David Sackler and David Miller, being respectively
the President and Secretary of Adirondack Pure Springs Mt. Water Co., Inc.,
hereby certify:
FIRST: The name of the corporation is Adirondack Pure Springs Mt. Water
Co., Inc. (the "Corporation").
SECOND: The certificate of incorporation of the Corporation Was filed
by the Department of State on March 7, 1997.
THIRD: (a) The certificate of incorporation, is hereby amended to:
(i) Change the aggregate number of shares which the corporation shall
have authority to issue from 200 at no par value to 40,000,000 shares, $.01 par
value. To accomplish the foregoing, the 100 issued shares at no par value will
change into 13,359,000 shares at $.01 par value at the rate of 133,590 shares,
$.01 par value, for each share of no par value common stock. The 100 unissued
shares of common stock, no par value, will change into 26,641,000 unissued
shares, $.01 par value at the rate of 266,410 shares, $.01 par value, for each
share of no par value stock. Create a new class of 1,000,000 shares of preferred
stock, $.01 par value to designate 20,000 shares of such preferred stock with
preferential liquidation rights.
(ii) State that corporate action may be taken without a meeting upon
written consent of shareholders of outstanding shares having not less than the
minimum of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
(iii) Clarify The elimination of the personal liability of directors to
the Corporation or it's shareholders for damages for any breach of duty in such
capacity.
(b) To accomplish the foregoing amendments,
<PAGE>
(i) Article Fourth is hereby amended and restated in its entirety as
follows:
FOURTH The aggregate number of shares of capital stock which
the Corporation shall be authorized to issue shall be Forty
One Million (41,000,000) shares, of which Forty Million
(40,000,000) shares are common stock, and One million shares
are Preferred stock, $.01 par value per share (the "Preferred
Stock"). The Board of Directors of the Corporation is
expressly authorized at any time, and from time to time, to
provide for the issuance of shares of Preferred Stock in one
or
more series, with such designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations, or
restrictions, thereof, shall be stated and expressed in the resolution or
resolutions providing for the issue thereof adopted by the Board of Directors.
Holders of capital stock shall have no preemptive rights with respect to any
authorized but unissued shares of Common Stock or Preferred Stock.
No holder of any of the shares of any class of the Corporation shall be
entitled as of right to subscribe for, purchase, or otherwise acquire, any
shares of any class of the Corporation which the Corporation proposes to issue,
or any rights or options which the Corporation proposes to grant for the
purchase of shares of any class of the corporation Or for the purchase of any
shares, bonds, securities, or obligations of the Corporation which are
convertible into, or exchangeable for, or which carry any rights to subscribe
for, purchase, or otherwise acquire, shares of any class of the Corporation; and
any and all of such shares, bonds, securities, or obligations of the
Corporation, whether now or hereafter authorized or created, may be issued, or
may be reissued or transferred if the same have been reacquired by the
Corporation and have treasury status, and any and all of such rights and options
may be granted by the Board of Directors to such persons, firms, corporations
and associations, and for such lawful consideration, and on such terms, as the
Board of Directors in its sole discretion may determine, without first offering
the same, or any portion thereof, to any said holder. Without limiting
generality of the forgoing stated denial of any and all preemptive rights, no
holder of shares of any class of the Corporation shall have any preemptive
rights in respect of the matters, proceedings, or transactions specified in,
subparagraphs (1) to (6), inclusive, of paragraph (e) of Section 622 of the
Business Corporation Law.
The Corporation shall also authorize and issue 20,000 shares of Series
A Preferred Stock (the `Series A Preferred Stock") with preferential liquidation
rights. Such rights shall be designated as follows:
In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the net assets of the corporation
(whether stated capital or surplus) shall be .distributed to the holders of
record of the issue and outstanding Series A Preferred Stock, each issued and
outstanding Series A Preferred Stock entitling the holder of record thereof to
receive an equal portion of the assets before any other holders of shares of the
Corporations Common or Preferred Stock."
<PAGE>
(ii) Article Sixth is hereby amended and restated in its entirety as
follows:
SIXTH Except as otherwise specifically provided in this Certificate of
Incorporation, no provision of this Certificate 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 Business Corporation Law upon the Corporation, upon
its shareholders, bondholders, and security holders, and upon its
directors, officers, and other corporate personnel, including, in
particular, the power of the Corporation to furnish indemnification, as
such powers or rights are conferred by the Business Corporation Law.
The personal liability of the directors to the Corporation or its
shareholders for damages for any breach of duty in such capacity is hereby
eliminated, provided, however, that, if a judgment or other final adjudication
adverse to such director establishes that such directors acts or omissions were
in bad faith or involved intentional misconduct or a knowing violation of law,
or that such director in fact personally gained a financial profit or other
advantage to which such director was not legally entitled, or that such
directors acts violate Section 719 of the Business Corporate Law, the
elimination of personal liability shall not apply
(iii) The following Article Seventh is added to the Certificate of
Incorporation:.
SEVENTH Corporate action may be taken without a meeting upon written
consent of shareholders of outstanding shares having not less than the minimum
of votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted.
FOURTH: The amendment of the certificate of incorporation of the
Corporation herein provided for was authorized by the vote on August 5, 1998 of
holders of outstanding shares of the Corporation entitled to vote on the said
restatement of the certificate of incorporation, having not less than the
minimum requisite portion of votes, subsequent to the vote at a meeting of the
Board of Directors.
IN WITNESS WHEREOF, we have subscribed this document on the 9th day of
October, 1998 and do hereby affirm, under the penalties of perjury, that the
statements contained therein have been examined by us and are true and correct.
David Sackler, President
David Miller, Secretary
