ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
WORLDCAST INTERACTIVE, INC.
Pursuant to Sections 607.1006 and 607.0602 of the Business Corporation
Act of the State of Florida, the undersigned President of WorldCast Interactive,
Inc. (the "Corporation"), a corporation organized and existing under and by
virtue of the Business Corporation Act of the State of Florida adopts the
following amendments to its Articles of Incorporation.
1. The Corporation filed its Articles of Incorporation on January 24,
1996, which were assigned document number P96000007235.
2. The following Amendments to the Articles of Incorporation were
adopted by all of the directors of the Corporations by unanimous written of the
Board of Directors on June 30, 2000, in the manner prescribed by the Florida
Business Corporation Act.
3. The Articles of Incorporation of the Corporation, as amended,
authorizes 5,000,000 shares of preferred stock, par value $.001 per share, none
of which shares are issued and outstanding (although 4,000,000 have been
designated).
4. The Board of Directors is authorized at any time to provide for the
issuance of shares of preferred stock in one or more series, with such voting
powers, full or limited, or without voting powers, and with such designations,
preferences and relations, participating, optional or other special rights,
qualifications, limitations or restrictions thereof.
5. The Board of Directors desires, pursuant to its authority as
aforesaid, to designate a new series of preferred stock, set the number of
shares constituting such series, and fix the rights, preferences, privileges and
restrictions of such series.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby
designates a new series of preferred stock and, in accordance therewith, Article
IV entitled, "Capital Stock" of the Articles of Incorporation of this
Corporation is revised to include the number of shares constituting such series
and the rights, preferences, privileges and restrictions relating to such series
as follows:
BRIAN PEARLMAN, ESQ. FLORIDA BAR #0157023
Atlas Pearlman, P.A.
350 East Las Olas Blvd., Ste. 1700
Ft. Lauderdale, FL 33301 (954) 763-1200
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1. Designation and Amount. The shares of such series shall be
designated as the Series B Convertible Preferred Shares (the "Series B Preferred
Shares") and shall have a stated value of $.001 (the "Stated Value") per share,
and the number of shares constituting such series shall be 1,000,000.
2. Dividends and Distributions. None.
3. Voting Rights. The holders of Series B Convertible Preferred Shares
shall have voting rights equivalent to 4.6245 shares of common stock and in
addition:
(a) The holders of Series B Convertible Preferred Shares shall have
the right to notice of shareholders' meetings and the right to attend
shareholders' meetings.
(b) If the Corporation shall have failed to: (1) Obtain funding of
at least $5,000,000 on or before June 30, 2001. Funding to be included in the
determination of whether this condition has been satisfied includes funds
received by the corporation in return for equity securities, funds received by
the corporation as loans, transfer of assets or other items of property (each of
which may have value to the operations of the corporation's business). Funding
from all sources shall be aggregated in determining satisfaction of this
condition; (2) Increase its "Run Rate" by more than $5,000,000 during the twelve
month period ended June 30, 2001. For purposes of determining the Run Rate, the
base measurement shall be the "Pro Forma Run Rate" of the corporation, including
the acquisition, which is the subject of this Series B Convertible Preferred
Stock. The Run Rate shall mean the actual and projected revenue, based upon any
agreements and transactions completed and signed agreements for which the
corporation is bound to provide services; (3) Obtain a listing of its securities
on the OTC Bulletin Board by December 31, 2000. However, this provision will be
extended to June 30, 2001, if the corporation has filed its application for such
listing in a timely manner, is using its reasonable best efforts to obtain such
listing and the listing is delayed due to circumstances beyond the reasonable
control of the corporation; or (4) Satisfy any and all debts and obligations of
the corporation secured by personal guarantees or surety agreements in existence
on June 30, 2000, when due, or to retire, replace or terminate any and all such
personal guarantees and surety agreements by June 30, 2001, whichever first
occurs; then, the holders of the Series B Convertible Preferred Shares shall
immediately become entitled as a class to elect the smallest number of directors
constituting a majority of the board of directors, and the holders of the common
shares shall as a class retain the right to elect only the remaining directors.
The entitlement of the preferred class to elect a majority of the
board of directors shall continue until such obligations described in this
paragraph 3(b) (excluding requirements to satisfy by specific date) are fully
satisfied, at which time the right of the holders of preferred shares to elect
the majority of directors shall cease. The preferred shareholders agree that the
directors they appoint to the board of directors will use their
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reasonable best efforts and operate in good faith to fulfill the obligations of
the Corporation described in this paragraph 3(b).
(c) If the holders of the Series B Convertible Preferred Shares
become entitled to elect members of the board of directors under this Article
VIII, then any officer or any holder of such preferred shares shall, on demand,
be granted access to the corporate stock books and shareholder lists, and may,
and the secretary on the written request of any holder of such preferred shares
immediately shall, call a special meeting of the holders of preferred and common
shares in accordance with the bylaws. At any meeting so called, and at any
annual meeting held while the holders of the preferred shares are entitled to
elect directors under this article, the holders of a majority of the then
outstanding preferred shares, present in person or by proxy, shall be sufficient
to constitute a quorum for the election of directors. The directors elected by
the holders of the preferred shares, together with the directors, if any,
elected by the holders of the common shares at such a meeting, shall then
constitute the duly elected board of directors of the corporation. If the
holders of the common shares fail to elect the number of directors that they are
entitled to elect at such a meeting, additional directors may be appointed by
the directors elected by the holders of the preferred shares. When the holders
of the preferred shares are no longer entitled to voting rights under this
article, the terms of office of the preferred directors shall terminate
immediately upon the election of their successors at a valid meeting of the
holders of the common shares called in accordance with the bylaws.
4. Reacquired Shares. Any Series B Preferred Shares purchased or
otherwise acquired by the Corporation in any manner whatsoever shall constitute
authorized but unissued preferred shares and may be reissued as part of a new
series of preferred shares by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein, in the Articles of Incorporation, or in any other Certificate of
Designation creating a series of preferred shares or as otherwise required by
law.
5. Liquidation, Dissolution or Winding Up. Upon any liquidation,
dissolution, or winding up of the corporation, whether voluntary or involuntary,
before any distribution of cash or other assets is made to the holders of common
shares, the holders of Series B Convertible Preferred Shares shall be paid an
amount equal to nine dollars twenty-five cents ($9.25) per share, adjusted to
reflect a price increase of 10% per annum, compounded daily, plus any and all
accrued and unpaid dividends. After these amounts have been paid or distributed
to the holders of the Series B Convertible Preferred Shares, the remaining
assets and funds of the corporation shall be divided and distributed ratably
among the holders of the common shares.
6. Consolidation, Merger, Exchange, etc. In case the Corporation shall
enter into any consolidation, merger, combination, statutory share exchange or
other transaction in which the Common Shares are exchanged for or changed into
other stock or securities,
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money and/or any other property, then in any such case the Series B Preferred
Shares shall at the same time be similarly exchanged or changed into preferred
shares of the surviving entity providing the holders of such preferred shares
with (to the extent possible) the same relative rights and preferences as the
Series B Preferred Shares.
7. Conversion. The holders of Series B Convertible Shares shall be
entitled to convert those preferred shares to common shares on a semi-annual,
calendar year basis. A holder wishing to so require the corporation to convert
such shares shall deliver to the corporation endorsed certificates representing
the shares to be converted together with a written notice by first-class mail,
postage prepaid, stating: (i) the occurrence of the event triggering the
conversion right; (ii) the series of preferred shares to be converted, the
number of preferred shares to be converted, and whether all or fewer than all of
the shares of the preferred series held by the holder are to be converted; (iii)
the date fixed for conversion; (iv) the number of common shares to be issued to
holder as a result of the conversion, and (v) the name and address for delivery
of the common shares to be issued to holder as a result of the conversion. Upon
deliver of such certificates and notice of election to convert, holder shall be
entitled to receive 4.6245 shares of common stock for each share being
converted, subject to the following adjustments, terms, and conditions: (i) The
corporation shall at all times reserve and keep available a sufficient number of
its authorized but unissued common shares, and shall further obtain and keep in
force any permits required, to enable it to issue and deliver all common shares
required to cover the conversion rights granted under this article. (ii) No
fractional shares shall be issued on conversion, but the corporation shall pay
cash for any fractional shares of common stock to which holders may be entitled,
at the fair market value of the common shares at the time of conversion.
8. Vote to Change the Terms of Series B Preferred Shares. The Approval
of the Board of Directors and the affirmative vote at a meeting duly called by
the Board of Directors for such purpose (or the written consent without a
meeting) of the holders of not less than two-thirds (2/3) of the then
outstanding Series B Preferred Shares shall be required to amend, alter, change
or repeal any of the powers, designations, preferences and rights of the Series
B Preferred Shares.
The foregoing amendment was duly adopted by the Board of Directors of
the Corporation, dated as of June 30, 2000, pursuant to Sections 607.0821 and
607.0602 of the Florida Business Corporation Act which does not require
shareholder approval.
IN WITNESS WHEREOF, I have executed this Amendment this ____ day of
August, 2000.
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Robert Kelner
President
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