EXHIBIT 3.3
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
GO2 PHARMACY.COM, INC.
PURSUANT TO THE PROVISIONS OF SECTION 607.1006, FLORIDA STATUTES, THIS
FLORIDA PROFIT CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT TO ITS
ARTICLES OF INCORPORATION:
FIRST:
RESOLVED that the Board of Directors hereby declares it advisable and in
the best interest of the Corporation that item 4 of the Certificate of
Incorporation be amended to read in its entirety as follows:
4. The aggregate number of shares which the Corporation shall
have authority to issue is twenty-four million (24,000,000) shares of common
stock, par value $.01 per share and five million eight hundred and fifty
(5,850,000) shares of "blank check" preferred stock.
A. DESIGNATION OF SERIES A PREFERRED STOCK.
The Corporation shall have the right to issue up to 150,000 shares of
series A preferred stock (the "Series A Preferred Stock"). The number of shares
of Series A Preferred Stock shall be 150,000. The shares of Series A Preferred
Stock shall be issued as full shares and shall have no par value.
B. DIVIDENDS.
(a) The holders of outstanding shares of Series A Preferred Stock
shall be entitled to receive preferential dividends in cash out of any funds of
the Corporation legally available at the time for declaration of dividends
before any dividend or other distribution will be paid or declared and set apart
for payment on any shares of any Common Stock, or other class of stock presently
authorized or to be authorized (the Common Stock, and such other stock being
hereinafter collectively the "Junior Stock") at the rate of 10% simple interest
per annum on the liquidation preference per share payable quarterly commencing
with the quarter ending March 31, 2001. Interest shall accumulate from the date
of issuance until the first payment date, at which time all accumulated interest
and dividends from the date of issuance shall be paid if funds are legally
available at such time. If funds are not legally available at such time,
interest and dividends shall continue to accumulate until they can be paid from
legally available funds.
(b) The dividends on the Series A Preferred Stock at the rates
provided above shall be cumulative whether or not earned so that, if at any time
full cumulative dividends at the rate aforesaid on all shares of the Series A
Preferred Stock then outstanding from the date from and after which dividends
thereon are cumulative to the end of the quarterly dividend period next
preceding such time shall not have been paid or declared and set apart for
payment, or if the full
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dividend on all such outstanding Series A Preferred Stock for the then current
dividend period shall not have been paid or declared and set apart for payment,
the amount of the deficiency shall be paid or declared and set apart for payment
(but without interest thereon) before any sum shall be set apart for or applied
by the Corporation or a subsidiary of the Corporation to the purchase,
redemption or other acquisition of the Series A Preferred Stock or any shares of
any other class of stock ranking on a parity with the Series A Preferred Stock
("Parity Stock") and before any dividend or other distribution shall be paid or
declared and set apart for payment on any Junior Stock and before any sum shall
be set aside for or applied to the purchase, redemption or other acquisition of
Junior Stock.
(c) Dividends on all shares of the Series A Preferred Stock shall
begin to accrue and be cumulative from and after the date of issuance thereof. A
dividend period shall be deemed to commence on the day following a quarterly
dividend payment date herein specified and to end on the next succeeding
quarterly dividend payment date herein specified.
(d) In the event the Corporation shall be in default of any of
its obligations to the holders of Series A Preferred Stock, the dividend rate of
10% shall automatically become 15%, and shall remain such until the
Corporation's default shall be cured in its entirety.
C. LIQUIDATION RIGHTS.
Upon the sale of substantially all of the stock and assets of the
Corporation in a non-public transaction or dissolution, liquidation, or winding
up of the Corporation, whether voluntary or involuntary, the holders of the
Series A Preferred Stock shall be entitled to receive out of the assets of the
Corporation, before any distribution or payment is made upon the Common Stock or
any other series of Preferred Stock, an amount in cash equal to $10.00 per
share, plus any accrued but unpaid dividends (or, if there be an insufficient
amount to pay all Series A Preferred Stockholders, then ratably among such
holders).
D. VOTING RIGHTS.
The holders of shares of Series A Preferred Stock shall have the right
to vote on all matters as provided by law, with each share entitled to one vote
per share, voting together with all shares of the Corporation's Common Stock.
E. MANDATORY REDEMPTION.
At such time as the Corporation shall generate a positive cash flow, as
hereafter defined, the Corporation shall use all of such positive cash flow to
redeem the Series A Preferred Stock, but only to the extent of such positive
cash flow. Positive cash flow shall mean the net income of the Corporation, less
amortization, depreciation and other non-cash charges. The determination of such
amounts shall be made based upon financial statements reviewed or audited by the
Corporation's independent public accountants for the Corporation's fiscal
quarter or year end. The redemption amount paid shall equal the liquidation
preference, plus all accrued but unpaid dividends, if any.
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F. STATUS OF REDEEMED STOCK. In case any shares of Series A
Preferred Stock shall be redeemed or otherwise repurchased or reacquired, the
shares so redeemed, converted, or reacquired shall resume the status of
authorized but unissued shares of Preferred Stock and shall no longer be
designated as Series A Preferred Stock.
SECOND: The date of this amendment's adoption is June 22, 2000.
THIRD: Adoption of Amendment(s) (CHECK ONE)
[ ] The amendment(s) was/were approved by the shareholders. The number of
votes cast for the amendment(s) was/were sufficient for approval.
[ ] The amendment(s) was/were approved by the shareholders through
voting groups. THE FOLLOWING STATEMENT MUST BE SEPARATELY PROVIDED
FOR EACH VOTING GROUP ENTITLED TO VOTE SEPARATELY ON THE
AMENDMENT(S):
"The number of votes cast for the amendment(s)
was/were sufficient for approval by
_________________________________________________."
Voting group
[X] The amendment(s) was/were adopted by the board of directors without
shareholder action and shareholder action was not required.
[ ] The amendment(s) was/were adopted by the incorporators without
shareholder action and shareholder action was not required.
Signed this 22nd day of June, 2000.
Signature: /s/ KOTHA S. SEKHARAM
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(By the Chairman or Vice Chairman of the Board of Directors,
President or other officer if adopted by the shareholders)
OR
(By a director if adopted by the directors)
OR
(By an incorporator if adopted by the incorporators)
KOTHA S. SEKHARAM
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Typed or printed name
PRESIDENT
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Title
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