EXHIBIT 3(i)(c)
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
CALIPSO, INC.,
a Delaware corporation
CALIPSO, INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "General Corporation Law")
DOES HEREBY CERTIFY:
FIRST: That the name of this corporation is CALIPSO, INC., and that
this corporation was originally incorporated on May 31, 1994, pursuant to the
General Corporation Law.
SECOND: That on August 6, 2000, the Board of Directors duly adopted
resolutions proposing to amend the Certificate of Incorporation of this
corporation, declaring said amendment to be advisable and in the best
interest of this corporation and its stockholders, and, by written consent in
accordance with Section 228 of the General Corporation Law, the stockholders
of this corporation consented to the resolutions setting forth the proposed
amendment, which resolutions are as follows:
RESOLVED, that the Certificate of Incorporation of this
Corporation be amended by amending Paragraph Fourth to read as
follows:
PARAGRAPH FOURTH
The total number of shares of capital stock which the Corporation shall have
authority to issue is one hundred twenty million (120,000,000), of which (i)
one hundred million (100,000,000) shares shall be designated "Common Stock"
and shall have a par value of $.001 per share; and (ii) twenty million
(20,000,000) shares shall be designated "Preferred Stock" and shall have a
par value of $.001 per share. This corporation is authorized to issue two
classes of shares to be designated, respectively, "Common Stock" and
"Preferred Stock."
THIRD: The foregoing amendment was approved by the holders of the
requisite number of shares of said corporation in accordance with Section 228
of the General Corporation Law.
FOURTH: That said amendments were duly adopted on August 6, 2000 in
accordance with the provisions of Section 242 of the General Corporation Law.
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IN WITNESS WHEREOF, this Certificate of Amendment of Certificate of
Incorporation has been signed by the President of this corporation as of
August 17, 2000.
By:/s/ Robert Ransom
Robert Ransom, President
