SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
(Rule 14C-101)
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-5(d) (1))
[ ] Definitive Information Statement
Log On America, Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state
how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
[ ] Fee previously paid with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a) (2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
LOG ON AMERICA, INC.
3 Regency Plaza
Providence, Rhode Island 02903
November __, 1999
Dear Stockholder
On November 17, 1999, two resolutions were adopted by consent of the
majority shareholders of Log On America, Inc. (the "Company"), acting pursuant
to Section 228 of the General Corporation Law of the State of Delaware. Pursuant
to the first resolution the Company will file an amendment to its Certificate of
Incorporation which will (i) increase the number of authorized shares of Common
Stock, $.01 par value, from 20,000,000 to 125,000,000 shares; and (ii) authorize
up to 15,000,000 shares of a new class of undesignated Preferred Stock ("Blank
Check Preferred Stock") which would allow the Board of Directors of the Company
to issue, without further shareholder action, one or more series of Preferred
Stock. Pursuant to the second resolution the number of shares issuable under the
Corporation's 1999 Employee Stock Option Plan has been increased from 1,000,000
to 2,500,000 shares.
The enclosed Information Statement is being furnished to you to inform
you that the foregoing action has been approved by the holders of a majority of
the outstanding Common Stock of the Company. The Board of Directors is not
soliciting your proxy in connection with the adoption of these resolutions and
proxies are not requested from stockholders. The resolutions will not become
effective before the date which is 21 days after this Information Statement was
first sent to stockholders. You are urged to read the Information Statement in
its entirety for a description of the action taken by the majority shareholders
of the Company.
The Information Statement is first being mailed to stockholders of the
Company on or about November __, 1999. Only stockholders of record at the close
of business on November __, 1999 will be entitled to receive the Information
Statement.
By Order of the Board of Directors
s/ Raymond Paolo
----------------
Raymond Paolo, Secretary
<PAGE>
November 17, 1999
LOG ON AMERICA, INC.
3 Regency Plaza
Providence, Rhode Island 02903
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
We are sending you this Information Statement to inform you of the
adoption of various resolutions on November 17, 1999 by consent of the majority
shareholders of the Company acting pursuant to Section 228 of the General
Corporation Law of the State of Delaware. Pursuant to such resolutions, Log On
America, Inc. (the "Company") will, file an amendment to its Certificate of
Incorporation which will (a) increase the number of authorized shares of Common
Stock $.01 par value per share, to 125,000,000 shares; and (b) authorize up to
15 million shares of a new class of undesignated Preferred Stock ("Blank Check
Preferred Stock"), which would allow the Board of Directors of the Company to
issue, without further shareholder action, one or more series of Preferred
Stock. In addition, a second resolution adopted by consent of the majority
shareholders of the Company increases the number of shares which may be issued
under the Company's 1999 Stock Option Plan from 1,000,000 to 2,500,000 shares.
The amendment to our Certificate of Incorporation will become effective upon
filing of an amendment to the Company's Certificate of Incorporation with the
Delaware Secretary of State which filing will be accomplished 21 calendar days
after the date of mailing of this Information Statement. The increase in the
number of shares which may be issued pursuant to the 1999 Stock Option Plan will
also become effective 21 calendar days after the date of mailing of this
Information Statement. The Board of Directors is not soliciting your proxy in
connection with the adoption of these resolutions and proxies are not requested
from shareholders.
A. INCREASE IN AUTHORIZED COMMON STOCK
The Company's current Certificate of Incorporation provides for an
authorized capitalization consisting of 20,000,000 shares of Common Stock, $.01
par value per share. As of November 17, 1999 there were (i) 7,747,383 shares of
Common Stock outstanding; (ii) 1,234,200 shares of Common Stock reserved for
issuance pursuant to the Company's 1999 Stock Option Plan; and (iii) 1,365,000
shares of Common Stock reserved for issuance pursuant to outstanding warrants.
The amendment to the Certificate of Incorporation will increase the authorized
shares of Common Stock by 105,000,000 to 125,000,000 shares.
The additional authorized shares of Common Stock will be available for
possible stock dividends, future financings, and acquisitions, employee benefit
programs and other corporate purposes. The increase in the authorized number of
shares of Common Stock is expected to provide the Company greater flexibility
and enable it to take advantage of favorable opportunities in which the issuance
of Common Stock might be appropriate without the expense and delay of a special
stockholders meeting.
<PAGE>
On November 8, 1999, the Company engaged Credit Suisse First Boston
Corporation to act as its exclusive placement agent and financial advisor in
connection with the financial structuring and private placement by the Company
of various securities of the Company including Common Stock and Convertible
Preferred Stock. Although the Company has been engaged in discussions with
respect to the sale of its securities, presently no agreement has been reached
concerning the sale or issuance of Common Stock or Preferred Stock of the
Company.
The increased number of authorized shares of Common Stock will be
available for issue from time to time for such purposes and consideration as the
Board of Directors may approve and no further vote of stockholders of the
Company will be required, except as provided under Delaware law or under the
rules of any national securities exchange or market on which shares of Common
Stock of the Company are at the time listed.
The increase in the authorized Common Stock may facilitate certain
anti-takeover devices that may be advantageous to management if management
attempts to prevent or delay a change of control. Employing such devices may
adversely impact stockholders who desire a change in management or who desire to
participate in a tender offer or other sale transaction involving the Company.
By use of anti-takeover devices, the Board may thwart a merger or tender offer
even though stockholders might be offered a substantial premium over the then
current market price of the Common Stock. At the present time, the Company is
not aware of any contemplated mergers, tender offers or other plans by a third
party to attempt to effect a change in control of the Company. While the
amendment may have anti-takeover ramifications, the Board of Directors believes
that financial flexibility offered by the amendment outweighs any disadvantages.
B. BLANK CHECK PREFERRED STOCK
The resolution to amend the Certificate of Incorporation authorizes
15,000,000 shares of Blank Check Preferred Stock which will permit the Board of
Directors to authorize and issue Preferred Stock from time to time in one or
more series and to fix the number of shares and the relative dividend rights,
conversion rights, voting rights and special rights and qualifications of any
such series. Any issuance of Preferred Stock with voting rights could, under
certain circumstances, have the effect of delaying or preventing a change in
control of the Company by increasing the number of outstanding shares entitled
to vote and increasing the number of votes required to approve a change in
control of the Company.
It is not possible to state the effects of the amendment upon the
rights of the holders of Common Stock until the Board determines the respective
rights of the holders of one or more series of Preferred Stock. The effects of
such issuance could include, however, (i) reductions of the amount otherwise
available for payment of dividends on Common Stock; (ii) restrictions on
dividends on Common Stock; (iii) dilution of the voting power of Common Stock;
and (iv) restrictions on the rights of holders of Common Stock to share in the
Company's assets on liquidation until satisfaction of any liquidation preference
granted to the holders of such subsequently designated series of Preferred
Stock.
2
<PAGE>
The amendment will give the Company increased financial flexibility as
it will allow shares of Preferred Stock to be available for issuance from time
to time as determined by the Board of Directors for any proper corporate
purpose. Such purpose could include, without limitation, issuance for cash as a
means of obtaining capital for use by the Company, or issuance as part or all of
the consideration required to be paid by the Company for acquisitions of other
businesses or properties.
Shares of voting or convertible Preferred Stock could be issued, or
rights to purchase such shares could be issued, to create voting impediments or
to frustrate persons seeking to effect a takeover or otherwise gain control of
the company. The ability of the Board to issue such additional shares of
Preferred Stock, with rights and preferences it deems advisable, could
discourage an attempt by a party to acquire control of the Company by tender
offer or other means. Such issuances could therefore deprive stockholders of
benefits that could result from such an attempt, such as the realization of a
premium over the market price for their shares in a tender offer or the
temporary increase in market price that such an attempt could cause. Moreover,
the issuance of such additional shares of Preferred Stock to persons friendly to
the Board could make it more difficult to remove incumbent managers and
directors from office even if such change were to be favorable to stockholders
generally. At the present time, the Company is not aware of any contemplated
mergers, tender offers or other plans by a third party to attempt to effect a
change in control of the Company. While the amendment may have anti-takeover
ramifications, the Board of Directors believes that financial flexibility
offered by the amendment outweighs any disadvantages.
C. INCREASE IN THE NUMBER OF AUTHORIZED SHARES ISSUABLE PURSUANT TO THE
COMPANY'S 1999 STOCK OPTION PLAN
On November 17, 1999, holders of a majority of shares entitled to vote
consented to a resolution pursuant to Section 228 of the General Corporation Law
of the State of Delaware to increase the authorized number of shares of Common
Stock issuable pursuant to the Company's 1999 Stock Option Plan ('Plan')
from 1,000,000 shares to 2,500,000 shares.
The increase of the number of authorized shares of Common Stock which
are issuable under the Plan will advance the interests of the Company by
strengthening its ability to attract and retain in its employ people of desired
training, experience and ability, and to furnish additional incentives to its
eligible employees upon whose judgment, initiative and efforts the Company is
largely dependent for the successful conduct of its operations.
EXHIBITS
EXHIBIT I Resolutions adopted by consent of majority shareholders
EXHIBIT II Notice to Stockholders Pursuant to Section 228(d) of
the General Corporation Law of Delaware
EXHIBIT III Amendment to Certificate of Incorporation
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<PAGE>
RESOLUTIONS ADOPTED
BY CONSENT OF
MAJORITY STOCKHOLDERS
OF
LOG ON AMERICA INC.
Pursuant to Section 228 of the General Corporation Law of the State of
Delaware, the below listed consenting stockholders as majority stockholders of
Log On America Inc., a Delaware corporation (the "Corporation"), hereby consent
to the adoption of the following resolutions with the same force and effect as
if adopted by a vote at a duly convened meeting of the stockholders of the
Corporation:
RESOLVED, that the Corporation's Certificate of Incorporation be amended by
amending Paragraph FOURTH thereof to read in its entirety as follows:
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is one hundred and forty million (140,000,000)
which shall consist of (i) one hundred twenty-five million (125,000,000)
shares of common stock, $.01 par value per share (the "Common Stock"), and
(ii) fifteen million (15,000,000) shares of preferred stock, $.01 par value
per share (the "Preferred Stock").
PART A
COMMON STOCK
(i) Each share of Common Stock issued and outstanding shall be identical in
all respects one with the other, and no dividends shall be paid on any
shares of Common Stock unless the same dividend is paid on all shares of
Common Stock outstanding at the time of such payment.
(ii) Except for and subject to those rights expressly granted to the
holders of the Preferred Stock, or except as may be provided by the General
Corporation Law of the State of Delaware, the holders of Common Stock shall
have exclusively all other rights of stockholders including, but not by way
of limitation, (i) the right to receive dividends, when, as and if declared
by the Board of Directors out of assets lawfully available therefor, and
(ii) in the event of any distribution of assets upon liquidation,
dissolution or winding up of the Corporation or otherwise, the right to
receive ratably and equally all the assets and funds of the Corporation
remaining after payment to the holders of the Preferred Stock of the
specific amounts which they are entitled to receive upon such liquidation,
dissolution or winding up of the Corporation as herein provided.
(iii) Each holder of shares of Common Stock shall be entitled to one vote
for each share of such Common Stock held by such holder, and voting power
with respect to all classes of securities of the Corporation shall be
vested solely in the Common Stock, other than as specifically provided in
the Corporation's Certificate of Incorporation, as it may be amended, or
any resolutions adopted by the Board of Directors pursuant thereto, with
respect to the Preferred Stock.
<PAGE>
PART B
PREFERRED STOCK
Authority is hereby vested in the Board of Directors of the Corporation to
provide for the issuance of Preferred Stock 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 preferences and relative participating, optional or
other special rights and limitations of such series, including, without
limitation, rights of redemption or conversion into Common Stock, to the fullest
extent now or hereafter permitted by the General Corporation Law of the State of
Delaware.
Without limiting the generality of the foregoing paragraph, the authority
of the Board of Directors with respect to each series of Preferred Stock shall
include, without limitation, the determination of any of the following matters:
(a) the number of shares constituting such series and the designation
thereof to distinguish the shares of such series from the shares of all
other series;
(b) the rights of holders of shares of such series to receive dividends
thereon and the dividend rates, the conditions and time of payment of
dividends, the extent to which dividends are payable in preference to, or
in any other relation to, dividends payable on any other class or series of
stock, and whether such dividends shall be cumulative or noncumulative;
(c) the terms and provisions governing the redemption of shares of such
series, if such shares are to be redeemable;
(d) the terms and provisions governing the operation of retirement or
sinking funds, if any;
(e) the voting power of such series, whether full, limited or none;
(f) the rights of holders of shares of such series upon the liquidation,
dissolution or winding up of, or upon distribution of the assets of, the
Corporation;
(g) the rights, if any, of holders of shares of such series to convert such
shares into, or to exchange such shares for, any other class of stock, or
of any series thereof, and the prices or rates for such conversions or
exchanges, and any adjustments thereto; and
(h) any other preferences and relative, participating, optional or other
special rights, qualifications, limitations or restrictions of such series.
<PAGE>
The shares of each series of Preferred Stock may vary from the shares
of any other series of Preferred Stock as to any of such matters.
RESOLVED, that the filing by the Corporation of a Certificate of Amendment
to the Corporation's Certificate of Incorporation with the Secretary of
State of the State of Delaware to effectuate the amendments referred to in
the foregoing resolution is hereby authorized and approved provided such
filing shall not be made until 21 calendar days after the Corporation has
sent an information statement pertaining to the foregoing amendment to each
of its shareholders pursuant to Rule 14c-2 of the Securities Exchange Act
of 1934.
RESOLVED, that the number of shares of Common Stock reserved for issuance
under the Corporation's 1999 Stock Option Plan shall be increased from
1,000,000 shares to 2,500,000 shares. This resolution shall become
effective 21 calendar days after the Corporation has sent an information
statement pertaining to the foregoing amendment to each of its shareholders
pursuant to Rule 14c-2 of the Securities Exchange Act of 1934.
Dated: November 17, 1999
The undersigned shareholders, being
the beneficial owners of a majority
of the outstanding shares of Common
Stock of the Corporation, consent
to the adoption of the above
resolutions:
s/David Paolo s/Donald J.Schattle
- ---------------------------------------- -----------------------------------
David Paolo Donald J. Schattle
s/Marilyn Henderson s/Fred Stolle
- ---------------------------------------- -----------------------------------
Marilyn Henderson Fred Stolle
s/Deborah L. Peacock s/Raymond Paolo
- ---------------------------------------- -----------------------------------
Deborah L. Peacock Raymond Paolo
s/Gary Seekins s/Philip Freed
- ---------------------------------------- -----------------------------------
Gary Seekins Philip Freed
s/Steven Gilbert
- ----------------------------------------
Steven Gilbert
<PAGE>
LOG ON AMERICA, INC.
NOTICE TO STOCKHOLDERS PURSUANT TO
SECTION 228(d) OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE
NOTICE IS HEREBY GIVEN that on November 17, 1999, acting pursuant to
Section 228 of the General Corporation Law of the State of Delaware the below
listed consenting stockholders as majority stockholders of Log On America Inc.,
a Delaware corporation (the "Corporation"), hereby consent to the adoption of
the following resolutions with the same force and effect as if adopted by a vote
at a duly convened meeting of the stockholders of the Corporation:
RESOLVED, that the Corporation's Certificate of Incorporation be
amended by amending Paragraph FOURTH thereof to read in its entirety as
follows:
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is one hundred forty million (140,000,000)
which shall consist of (i) one hundred twenty-five million
(125,000,000) shares of common stock, $.01 par value per share (the
"Common Stock"), and (ii) fifteen million (15,000,000) shares of
preferred stock, $.01 par value per share (the "Preferred Stock").
PART A
COMMON STOCK
(i) Each share of Common Stock issued and outstanding shall be
identical in all respects one with the other, and no dividends shall be
paid on any shares of Common Stock unless the same dividend is paid on
all shares of Common Stock outstanding at the time of such payment.
(ii) Except for and subject to those rights expressly granted to the
holders of the Preferred Stock, or except as may be provided by the
General Corporation Law of the State of Delaware, the holders of Common
Stock shall have exclusively all other rights of stockholders
including, but not by way of limitation, (i) the right to receive
dividends, when, as and if declared by the Board of Directors out of
assets lawfully available therefor, and (ii) in the event of any
distribution of assets upon liquidation, dissolution or winding up of
the Corporation or otherwise, the right to receive ratably and equally
all the assets and funds of the Corporation remaining after payment to
the holders of the Preferred Stock of the specific amounts which they
are entitled to receive upon such liquidation, dissolution or winding
up of the Corporation as herein provided.
(iii) Each holder of shares of Common Stock shall be entitled to one
vote for each share of such Common Stock held by such holder, and
voting power with respect to all classes of securities of the
Corporation shall be vested solely in the Common Stock, other than as
specifically provided in the Corporation's Certificate of
Incorporation, as it may be amended, or any resolutions adopted by the
Board of Directors pursuant thereto, with respect to the Preferred
Stock.
<PAGE>
PART B
PREFERRED STOCK
Authority is hereby vested in the Board of Directors of the
Corporation to provide for the issuance of Preferred Stock 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
preferences and relative participating, optional or other special
rights and limitations of such series, including, without limitation,
rights of redemption or conversion into Common Stock, to the fullest
extent now or hereafter permitted by the General Corporation Law of the
State of Delaware.
Without limiting the generality of the foregoing paragraph,
the authority of the Board of Directors with respect to each series of
Preferred Stock shall include, without limitation, the determination of
any of the following matters:
(a) the number of shares constituting such series and the
designation thereof to distinguish the shares of such series
from the shares of all other series;
(b) the rights of holders of shares of such series to receive
dividends thereon and the dividend rates, the conditions and
time of payment of dividends, the extent to which dividends
are payable in preference to, or in any other relation to,
dividends payable on any other class or series of stock, and
whether such dividends shall be cumulative or noncumulative;
(c) the terms and provisions governing the redemption of
shares of such series, if such shares are to be redeemable;
(d) the terms and provisions governing the operation of
retirement or sinking funds, if any;
(e) the voting power of such series, whether full, limited or
none;
(f) the rights of holders of shares of such series upon the
liquidation, dissolution or winding up of, or upon
distribution of the assets of, the Corporation;
(g) the rights, if any, of holders of shares of such series to
convert such shares into, or to exchange such shares for, any
other class of stock, or of any series thereof, and the prices
or rates for such conversions or exchanges, and any
adjustments thereto; and
(h) any other preferences and relative, participating,
optional or other special rights, qualifications, limitations
or restrictions of such series.
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<PAGE>
The shares of each series of Preferred Stock may vary from the
shares of any other series of Preferred Stock as to any of such
matters.
RESOLVED, that the filing by the Corporation of a Certificate of
Amendment to the Corporation's Certificate of Incorporation with the
Secretary of State of the State of Delaware to effectuate the
amendments referred to in the foregoing resolution is hereby authorized
and approved provided such filing shall not be made until 21 calendar
days after the Corporation has sent an information statement pertaining
to the foregoing amendment to each of its shareholders pursuant to Rule
14c-2 of the Securities Exchange Act of 1934.
RESOLVED, that the number of shares of Common Stock reserved for
issuance under the Corporation's 1999 Stock Option Plan shall be
increased from 1,000,000 shares to 2,500,000 shares. This resolution
shall become effective 21 calendar days after the Corporation has sent
an information statement pertaining to the foregoing amendment to each
of its shareholders pursuant to Rule 14c-2 of the Securities Exchange
Act of 1934.
Dated: November 17, 1999
LOG ON AMERICA INC.
By: /s/ David Paolo
---------------
David Paolo
Chief Executive Officer
The undersigned shareholders, being
the beneficial owners of a majority
of the outstanding shares of Common
Stock of the Corporation, consent
to the adoption of the above
resolutions:
3
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
LOG ON AMERICA, INC.
LOG ON AMERICA, INC. (hereinafter called the "corporation"), a corporation
organized and existing under and by virtue of the General Corporation law of the
State of Delaware, does hereby certify:
1. The name of the corporation is LOG ON AMERICA, INC.
2. The certificate of incorporation of the corporation is hereby amended by
striking out Article Fourth thereof and by substituting in lieu of said Article
the following new Article:
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is one hundred and forty million (140,000,000)
which shall consist of (i) one hundred twenty-five million
(125,000,000) shares of common stock, $.01 par value per share (the
"Common Stock"), and (ii) fifteen million (15,000,000) shares of
preferred stock, $.01 par value per share (the "Preferred Stock").
PART A
COMMON STOCK
(i) Each share of Common Stock issued and outstanding shall be
identical in all respects one with the other, and no dividends shall be
paid on any shares of Common Stock unless the same dividend is paid on
all shares of Common Stock outstanding at the time of such payment.
(ii) Except for and subject to those rights expressly granted to the
holders of the Preferred Stock, or except as may be provided by the
General Corporation Law of the State of Delaware, the holders of Common
Stock shall have exclusively all other rights of stockholders
including, but not by way of limitation, (i) the right to receive
dividends, when, as and if declared by the Board of Directors out of
assets lawfully available therefor, and (ii) in the event of any
distribution of assets upon liquidation, dissolution or winding up of
the Corporation or otherwise, the right to receive ratably and equally
all the assets and funds of the Corporation remaining after payment to
the holders of the Preferred Stock of the specific amounts which they
are entitled to receive upon such liquidation, dissolution or winding
up of the Corporation as herein provided.
(iii) Each holder of shares of Common Stock shall be entitled to one
vote for each share of such Common Stock held by such holder, and
voting power with respect to all classes of securities of the
Corporation shall be vested solely in the Common Stock, other than as
specifically provided in the Corporation's Certificate of
<PAGE>
Incorporation, as it may be amended, or any resolutions adopted by the
Board of Directors pursuant thereto, with respect to the Preferred
Stock.
PART B
PREFERRED STOCK
Authority is hereby vested in the Board of Directors of the
Corporation to provide for the issuance of Preferred Stock 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
preferences and relative participating, optional or other special
rights and limitations of such series, including, without limitation,
rights of redemption or conversion into Common Stock, to the fullest
extent now or hereafter permitted by the General Corporation Law of the
State of Delaware.
Without limiting the generality of the foregoing paragraph,
the authority of the Board of Directors with respect to each series of
Preferred Stock shall include, without limitation, the determination of
any of the following matters:
(a) the number of shares constituting such series and the
designation thereof to distinguish the shares of such series
from the shares of all other series;
(b) the rights of holders of shares of such series to receive
dividends thereon and the dividend rates, the conditions and
time of payment of dividends, the extent to which dividends
are payable in preference to, or in any other relation to,
dividends payable on any other class or series of stock, and
whether such dividends shall be cumulative or noncumulative;
(c) the terms and provisions governing the redemption of
shares of such series, if such shares are to be redeemable;
(d) the terms and provisions governing the operation of
retirement or sinking funds, if any;
(e) the voting power of such series, whether full, limited or
none;
(f) the rights of holders of shares of such series upon the
liquidation, dissolution or winding up of, or upon
distribution of the assets of, the Corporation;
(g) the rights, if any, of holders of shares of such series to
convert such shares into, or to exchange such shares for, any
other class of
2
<PAGE>
stock, or of any series thereof, and the prices
or rates for such conversions or exchanges, and any
adjustments thereto; and
(h) any other preferences and relative, participating,
optional or other special rights, qualifications, limitations
or restrictions of such series.
The shares of each series of Preferred Stock may vary from the
shares of any other series of Preferred Stock as to any of such
matters.
3. The amendment of the certificate of incorporation herein certified has
been duly adopted in accordance with the provisions of Sections 228 and 242 of
the General Corporation Law of the State of Delaware.
Executed on this day of December, 1999.
------------------------------------
David Paolo, President
3
