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EXHIBIT 3.1
AMENDMENT NO. 1
TO AMENDED AND RESTATED
CERTIFICATE OF DESIGNATIONS
OF SERIES C 6% CONVERTIBLE PREFERRED STOCK OF
ESAT, INC.
Pursuant to Section 78-1955 of the General Corporation Law of Nevada
(the "NGCL), the undersigned duly authorized officers of ESAT, INC., a Nevada
corporation (the "Company"), hereby certify that (i) the following resolution to
amend the Certificate of Designations of the Company's Series C 6% Convertible
Preferred Stock was duly adopted on September 28, 2000, by the Board of
Directors of the Company pursuant to authority conferred on the Board of
Directors by the provisions of the Articles of Incorporation of the Company (as
amended) and in accordance with the provisions of the NGCL; (ii) said resolution
was approved on October 5, 2000, by written consent of all holders of the
Company's Series C 6% Convertible Preferred Stock in accordance with Section
78-1955(3) of the NGCL; (iii) there are no securities senior to the Series C 6%
Convertible Preferred Stock which must approve said resolution; and (iv) said
resolution has not been amended or rescinded and is in full force and effect at
the date hereof:
WHEREAS, pursuant to the authority expressly granted and vested in the
Board of Directors of the Company by the Company's Articles of Incorporation, as
amended to date, the Board of Directors created as of December 29, 1999 a series
of the Company's authorized preferred stock, $.001 par value per share,
designated "Series C 6% Convertible Preferred Stock" and consisting of 50,000
shares, with the voting powers, designations, preferences and relative,
participating, optional or other special rights and the qualifications,
limitations or restrictions set forth on the Certificate of Designations of
Series C 6% Convertible Preferred Stock filed with the Nevada Secretary of State
on December 29, 1999 (the "Certificate of Designations"); and
WHEREAS, the Certificate of Designations was amended and restated
pursuant to an Amended and Restated Certificate of Designations of Series C 6%
Convertible Preferred Stock filed with the Secretary of State of Nevada on April
20, 2000 (the "Amended and Restated Certificate of Designations"); and
WHEREAS, the Board of Directors of the Company deems it to be in the
best interests of the Company and its shareholders to amend the Amended and
Restated Certificate of Designations;
THEREFORE, RESOLVED, that the Amended and Restated Certificate of
Designations shall be, and hereby is, amended as follows, such amendments to
become effective upon the filing of this Amendment No. 1 to Amended and Restated
Certificate of Designations:
1. Section 1(b)(iv) is hereby amended by deleting the following phrase
from the definition of "Conversion Price:"
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"provided however, that for a period ending 15 months from the
issue date, the Conversion Price shall not be less than $2.50
per share."
2. Section 5(a) hereby is amended by deleting the following sentence
from said Section 5(a):
"Notwithstanding anything to the contrary in the previous
sentence, if the Quoted Price declines below $2.00 per share,
the Corporation may suspend conversions once only for up to ten
Trading Days."
RESOLVED FURTHER, that with the exception of the foregoing amendments,
the Amended and Restated Certificate of Designations is hereby reaffirmed by
this Board of Directors.
IN WITNESS WHEREOF, this Certificate has been executed on behalf of the
Company by the undersigned on the fifth day of October 2000.
ESAT, INC.
By
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Chester L. Noblett, Jr.
President and Chief Executive Officer
By
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Mark S. Basile,
Secretary
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
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County of Los Angeles
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On before me,
------------ ------------------------------------------------------
Date Name, Title of Officer-E.G., "Jane Doe, Notary Public"
personally appeared Chester L. Noblett, Jr. and Mark S. Basile
--------------------------------------------------------
Name(s) of Signer(s)
[ ] personally known to me - OR - [ ] proved to me on the basis of
satisfactory evidence to be the
person(s) whose name(s) is/are
subscribed to the within instrument and
acknowledged to me that he/she/they
executed the same in his/her/their
authorized capacity(ies), and that by
his/her/their signature(s) on the
instrument the person(s),or the entity
upon behalf of which the person(s)
acted, executed the instrument
WITNESS my hand and official seal.
----------------------------------
Signature of Notary
OPTIONAL
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Though the data below is not required by law, it may prove valuable to persons
relying on the document and prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
[ ] INDIVIDUAL
[X] CORPORATE Certificate of Amendment
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TITLE OR TYPE OF DOCUMENT
-----------------------------------------
Title(s)
[ ] PARTNERS [ ] LIMITED
[ ] GENERAL 3
--------------------------------------
[ ] ATTORNEY-IN-FACT NUMBER OF PAGES
[ ] TRUSTEE(S)
[ ] GUARDIAN/CONSERVATOR
[X] OTHER President and Secretary, October 5, 2000
------------------------ --------------------------------------
respectively DATE OF DOCUMENT
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SIGNER IS REPRESENTING: ESAT, INC.
Name of Person(s) or Entity(ies) None
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SIGNER(S) OTHER THAN NAMED ABOVE
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