EXHIBIT 3(i)b
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
LEGAL CLUB OF AMERICA CORPORATION
LEGAL CLUB OF AMERICA CORPORATION, a corporation organized and existing under
the Business Corporation Act of the State of Colorado, desiring to amend its
Articles of Incorporation in accordance with Section 7-106-102 of said Business
Corporation Act, DOES HEREBY CERTIFY:
FIRST: That pursuant to the authority conferred upon the Board of Directors by
the Articles of Incorporation of said Corporation, and pursuant to Section
7-106-102 of the Colorado Business Corporation Act, said Board of Directors,
acting by unanimous written action in lieu of a meeting, on December ____, 1999,
duly determined that Twenty Six Thousand (26,000) shares of the Corporation's
Preferred Stock, $.0001 par value, shall be designated "Series B Convertible
Preferred Stock", and to that end the Board of Directors adopted resolutions
providing for the designation, preferences and relative, participating, optional
or other rights, and the qualifications, limitations and restrictions of the
Series B Convertible Preferred Stock, which resolutions are as follows:
RESOLVED, that Twenty Six Thousand (26,000) shares of authorized and
heretofore unissued and undesignated shares of the $.0001 par value Preferred
Stock of Legal Club of America Corporation, a Colorado corporation (the
"Corporation" or the "Company"), are designated as the Corporation's Series B
Convertible Preferred Stock; and
RESOLVED FURTHER, that the Series B Convertible Preferred Stock shall have
the following preferences and relative, participating, optional or other rights,
qualifications, limitations and restrictions:
1. Dividends. Holders of shares of Series B Convertible Preferred Stock
(hereinafter referred to as the "Shares") shall be entitled to receive dividends
if, as and when dividends are declared on the Corporation's Common Stock on an
"as converted" basis, i.e., the dividend payable on each Share shall equal the
dividend payable on one share of Common Stock multiplied by the number of shares
of Common Stock into such a Share is convertible pursuant to Section 5 below as
of the date of re cord of such dividend (the "Record Date"). The rights of
holders of Shares to any such dividend shall be pari passu with holders of
Common Stock and with holders of the Corporation's Series A Convertible
Preferred Stock.
2. Rights on Liquidation, Dissolution or Winding Up. In the event of any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation available for distribution to its
shareholders, whether from capital, surplus or earnings, shall be distributed in
the following order of priority:
(a) First, to the holders of the Series A Convertible Preferred
Stock and any other class or series of Preferred Stock or other capital stock of
the Corporation which is entitled to a preference over the Series B Convertible
Preferred Stock in liquidation and dissolution of the Corporation, but only to
the extent of that preference. The Series A Convertible Preferred Stock has a
liquidation preference over the Series B Convertible Preferred Stock of Ninety
Dollars ($90.00) per share plus dividends accrued and unpaid through the
liquidation date.
(b) Next, to the holders of outstanding Shares and any class of
series of preferred stock or other capital stock of the Corporation which is of
equal rank with Series B Convertible Preferred Stock with respect to sharing in
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the proceeds of liquidation and dissolution of the Corporation, but only to the
extent of that such class or series of capital stock is of equal rank. In any
such distribution, holders of Shares shall be entitled to receive, prior to and
in preference to any distribution to the holders of Common Stock or any other
class or series of capital stock of the Corporation which is subordinate and
inferior to the rights of holders of Shares in liquidation and dissolution and
winding up, and in lieu of any other payment, an amount equal to Two Hundred
Fifty ($250.00) Dollars per Share plus dividends accrued and unpaid through the
liquidation date (the "Liquidation Preference"). For this purpose, dividends
shall be deemed to accrue on a straight-line basis from Record Date to Record
Date.
(c) After distribution of the Liquidation Preference to holders of
Shares, the remaining assets, if any, of the Corporation available for
distribution to the shareholders of the Corporation shall be distributed to the
holders of shares of other classes of capital stock of the Corporation, as their
rights may appear.
(d) A liquidation for the purposes of this Section 2 includes a sale
of all or substantially all of the assets of the corporation and a merger of
consolidation of the Corporation with or into any other corporation or
corporations, or any other corporate reorganization, where the shareholders of
the Corporation immediately prior to such event do not retain more than a fifty
percent (50%) interest in the successor entity (a "Merger or Sale of
Corporation"). No later than 10 days before the consummation of any Merger of
Sale of Corporation, the Corporation shall deliver a notice to each registered
owner of Shares setting forth the principal terms of such Merger or Sale of
Corporation. Such notice shall be delivered as provided in Section 7 below.
3. Voting.
(a) In addition to the rights specified in this Section 3 and any
other rights required by applicable laws, each Share shall entitle the holder
thereof to a number of votes per Share on all matters as to which holders of
Common Stock shall be entitled to vote in the same manner and with the same
effect and as a class with the holders of Common Stock and any other class or
series of capital stock of the Corporation which votes as a class with the
Common Stock on an "as converted" basis, i.e., each Share shall be entitled to a
number of votes equal to the number of shares of Common Stock of the Corporation
into which such Share could be converted pursuant to Section 5 below as of the
date for determining the shareholders of the Corporation entitled to vote on the
matter in respect of which the voting rights of Shares are to be computed.
(b) Except as herein provided, the Corporation shall not, without
the affirmative consent or approval of the holders of Shares representing at
least 67% of the total number of Shares then outstanding, voting as a separate
class, given either by written consent in lieu of a meeting or by vote at a
meeting called for such purposes:
(i) create or issue any class or series of capital stock (A)
ranking prior or equal to the Shares, as a payment of dividends, distribution of
assets in liquidation and dissolution or redemptions, or (B) which in any manner
adversely affects the rights of holders of the Shares; or
(ii) alter or change the designations, powers, preferences or
rights, or the qualifications, limitations or restrictions of the Shares.
(c) Upon not less than twenty (20) days prior notice to all holders
of Shares, the Corporation may take, with the affirmative consent or approval of
holders of 67% or more of Shares outstanding, any of the actions described in
Section 3(b) above.
(d) The holders of the Shares will be entitled, voting as a separate
class, to nominate and elect one (1) director to the Company's Board of
Directors.
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4. Conversion.
(a) Subject to adjustment as provided in this Section 5(a), holders
of Shares shall have the right, at a holder's option, at any time or from time
to time prior to December 31, 2002 (the "Mandatory Conversion Date"), to convert
each Share into one hundred (100) fully paid and non-assessable shares of Common
Stock.
(i) If, at any time after the date that Shares are first
issued (the "Original Issue Date"), the number of shares of Common Stock
outstanding is increased by a subdivision, conversion or split-up of shares of
Common Stock, then, following the record date fixed therefor, the ratio upon
which Shares may be converted into Common Stock pursuant to Section 5(a) above
(the "Conversion Ratio") shall be appropriately adjusted by increasing the
number of shares of Common Stock issuable upon conversion of each Share in
proportion to such increase in outstanding Shares of Common Stock.
(ii) If, at any time after the Original Issue Date, the number
of shares of Common Stock outstanding is decreased by a stock combination,
reverse split or conversion, then, following the record date for such
combination, reverse stock split or conversion, the Conversion Ratio shall be
appropriately adjusted by decreasing the number of shares of Common Stock
issuable upon conversion of each Share in proportion to such decrease in
outstanding Shares of Common Stock.
(iii) If, at any time after the Original Issue Date and before
the Mandatory Conversion Date, the Company shall declare and pay any
extraordinary cash dividend (other than dividends payable fromincome or cash
flow), then the Conversion Ratio shall be adjusted appropriately to reflect the
dilution in the investments represented by the Shares, as determined by the
Company's Board of Directors, whose determination shall be conclusive absent
manifest error.
(iv) In case, at any time after the Original Issue Date, of
any capital reorganization, or any reclassification of the stock of the
Corporation (other than a change in par value or from par value to no par value
or from no par value to par value or as a result of a stock dividend or
subdivision, split-up or combination of shares), or the consolidation or merger
of the Corporation with or into another person (other than a consolidation or
merger in which the Corporation is the continuing corporation and which does not
result in any change in the Common Stock) or of the sale or other disposition of
all or substantially all the properties and assets of the Corporation as an
entirety to any other person, each Share shall after such reorganization,
reclassification, consolidation, merger, sale or other disposition be
convertible into the kind and number of shares of stock or other securities or
property of the Corporation or of the corporation resulting from such
consolidation or surviving such merger or to which such properties and assets
shall have been sold or otherwise disposed to which the holder of the number of
shares of Common Stock deliverable (immediately prior to the time of such
reorganization, reclassification, consolidation, merger, sale or other
disposition) upon conversion of such Share would have been entitled upon such
reorganization, reclassification, consolidation, merger, sale or other
disposition. The provisions of this Section 4 shall similarly apply to
successive reorganizations, reclassifications, consolidations, mergers, sales or
other dispositions.
(b) Exercise of Conversion Right. To exercise the right to convert
set forth in this Section 4, a holder of Shares shall deliver to the Corporation
at its principal executive offices, marked to the attention of the Secretary of
the Corporation, the certificate or certificates representing the Shares to be
converted, endorsed to, or accompanied by a separate assignment to the
corporation, and a written notice (a "Notice of Conversion") stating (i) such
holder's wish to exercise the right to convert such Shares, and (ii) the name or
names and addresses in which and to which securities or other property then
deliverable upon conversion of such Shares should be registered and delivered
(if to a person other than the holder and/ or to an address other than the
holder's address of record). Subject to Section 4.c below, the conversion of a
Share shall be deemed effective, and such Share shall cease to be outstanding
for any purpose, upon receipt by the Corporation of the aforementioned Notice of
Conversion and certificate representing such Share, provided the same are
received prior to the Mandatory Conversion Date, and the sole right of the
holder of such Share after conversion shall be to receive the securities or
other property then issuable upon the conversion thereof.
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(c) Issuance of Common Stock in Name of Another. If the Conversion
Notice submitted by a holder of Shares requests that shares of Common Stock be
issued in the name of any person other than the registered owner of the shares
to be converted, the Corporation may require, as a condition to the
effectiveness of such conversion, that the persons or entities in whose names
such shares of Common Stock are to be issued (i) supply such information, (ii)
agree to such restrictions on transfer of securities of the Corporation issuable
upon such conversion, and (iii) comply with such other requirements, as the
Corporation may reasonably request or impose to assure compliance with
applicable securities laws.
(d) Successive Changes. The above provisions of this Section 4 shall
similarly apply to successive issuances, sales, dividends or other
distributions, subdivisions and combinations on or of the Common Stock after the
applicable Original Issue Date.
(e) No Impairment. The Corporation will not, by amendment of the
Corporation's Articles of Incorporation or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the corporation, but will at all times in good faith assist in the
carrying, out all of the provisions of this and in the taking of all such action
as may be necessary or appropriate on order to protect the conversion rights of
the Series B Convertible Preferred Shareholder's against impairment.
(f) Excluded Events. Notwithstanding anything in this to the
contrary, the Conversion Ratio shall not be adjusted (i) by virtue of the
conversion of Shares into shares of Common Stock, or (ii) by reason of the
issuance of Common Stock upon the exercise of options, warrants or similar
rights outstanding (or reserved for issuance under option plans and the like in
effect ) on the Original Issuance Date or pursuant to the antidilution
provisions thereof.
(g) Automatic Conversion. At midnight on December 31, 2002, all of
the Shares that have not previously been converted by holders into Common Stock,
shall automatically convert (the "Automatic Conversion") into the number of
shares of Common Stock which would be issuable upon voluntary conversion of
Shares on the Mandatory Conversion Date (the "Mandatory Conversion Shares").
Thereafter, and subject to the following sentence, each Share outstanding shall
represent solely the right to receive the Mandatory Conversion Shares.
Immediately upon Automatic Conversion, and regardless of when certificates for
the shares of Common Stock received in such conversion may be issued to the
holders of Shares, the holders of Shares shall have full rights as holders of
Mandatory Conversion Shares, including, without limitation, the right to vote
the Mandatory Conversion Shares issuable to them upon Automatic Conversion and
the right to receive dividends on such shares.
(h) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the Conversion Ratio pursuant to this Section 4,
the Corporation, at its expense upon request by any registered owner of Shares,
shall compute such adjustment or readjustment in accordance with the terms
hereof and prepare and furnish to each such holder a certificate setting forth
such adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. Such certificate shall set forth (i) such
adjustment and readjustment, (ii) the current Conversion Ratio for the Shares at
the time in effect, (iii) the number of shares of Common Stock and the amount,
if any, of other property which at the time would be received upon the
conversion of a Share, and (iv) if such adjustment is the result of an issuance
of Common Stock, the number of Shares of Common Stock issued and the
consideration received therefor.
(i) Reservation of Stock Issuable Upon Conversion. The Corporation
at all times will reserve and keep available out of its authorized but unissued
shares of Common Stock solely for the purpose of effecting the conversion of the
Shares such number of its shares of Common Stock as from time to time will be
sufficient to effect the conversion of all then outstanding Shares; and if at
any time the number of authorized but unissued shares of Common Stock is not
sufficient to effect such conversion, in addition to such other remedies as may
be available to the holders of Shares for such failure, the Corporation will
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take such corporate action as, in the opinion of its counsel, may be necessary
to increase its authorized but unissued shares of Common Stock to such number of
shares as will be sufficient for such purpose.
(j) No Fractional Shares. No fractional shares shall be issued upon
conversion of Shares. Whether or not fractional shares would be issuable upon
such conversion shall be determined on the basis of the total number of Shares
which the holder of such Shares is at the time converting into Common Stock and
the number of shares of Common Stock issuable upon such aggregate conversion. If
the conversion would result in any fractional share, the Corporation shall, in
lieu of issuing any fractional share, pay the holder an amount in cash equal to
the fair market value of such fractional share on the date of conversion (as
determined in good faith by the Board of Directors of the Corporation).
(k) Taxes. The Corporation shall pay all documentary, stamp or other
transactional taxes attributable to the issuance or delivery of shares of
capital stock of the Corporation upon conversion of any Shares; provided,
however, that the Corporation shall not be required to pay any taxes which may
be payable in respect of any transfer involved in the issuance of delivery of
any certificate for such shares in a name other than that of the holder of the
Shares in respect of which such shares are being issued.
(l) Reservation of Conversion Shares. The Corporation shall reserve,
and at all times from and after the Original Issue Date keep reserved, free from
preemptive rights, out of its authorized but unissued shares of Common Stock,
solely for the purpose of effecting the conversion of Shares, sufficient shares
to provide for the conversion of all outstanding Shares.
(m) Shares Validly Issued, etc. All shares of Common Stock which may
be issued in connection of Shares as provided herein, upon issuance by the
Corporation, shall be validly issued, fully paid and non-assessable and free
from all taxes, liens or charges with respect thereto.
5. Other. Except as expressly provided herein, Shares shall have the same
rights and privileges as shares of the Corporation's Common Stock.
6. Notices of Record Date. In the event of any taking by the Corporation
of a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend (other
than a cash dividend) or other distribution, any right to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, the Corporation will mail
to each registered owner of Shares at least 10 days prior to the date specified
therein, a notice specifying the date on which any such record is to be taken
for the purpose of such dividend, distribution or rights, and the amount and
character of such dividend, distribution or right.
7. Other Notices. Any notices required to be given to any holder of Shares
must be in writing and will be deemed given upon personal delivery, one day
after deposit with a reputable overnight courier service for overnight delivery
or after transmission by facsimile telecopier with confirmation of successful
transmission, or five days after deposit in the United States mail, by certified
mail postage prepaid, or upon actual receipt if given by any other method,
addressed to each holder of such record at his or her address appearing on the
books of the Corporation.
8. Covenants. Except as otherwise required by law, and in addition to any
other rights provided by law, the Corporation shall not, without first obtaining
the affirmative vote or written consent of the holders of not less than a
majority of Shares outstanding, voting as a class, take any action, or permit
any action to be taken, or (i) amend or repeal any provision of, or add any
provision to, the Corporation's Articles of Incorporation or by-laws if such
action would alter or change the rights, preferences, privileges or powers of,
or the restrictions provided for the benefit of, the Preferred Stock; (i)
increase the number of shares of Preferred Stock authorized hereby; (iii)
authorize or issue shares of any class or series of stock having any preference
or priority as to voting, liquidation preference or dividends superior or equal
to any such preference or priority of the Preferred Stock set forth herein; or
(iv) effectuate a Merger or Sale of Corporation, or a Liquidation, in each case
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unless such Merger or Sale of Corporation or such Liquidation will result in
aggregate payments and distributions (including non-cash distributions to be
valued in good faith by the Corporation's Board of Directors) of an amount equal
to the Liquidation Preference on each outstanding Share or on the aggregate
number of shares of Common Stock issuable upon conversion of each such Share (as
appropriately adjusted for stock splits, recapitalizations, combinations and the
like after the Original Issue Date.)
IN WITNESS WHEREOF, this Certificate of Designation has been signed by the
President of the Corporation and the Corporation has caused its corporate seal
to be hereunto affixed as of this 30th day of December, 1999.
LEGAL CLUB OF AMERICA CORPORATION
By: /s/ BRETT MERL
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Brett Merl, Chief Executive Officer
[CORPORATE SEAL]
Attest: /s/ MICHAEL SAMACH
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Michael Samach, Secretary
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