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EXHIBIT 3.3
ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION
OF SIMMONS FAMILY, INC.
(SECOND AMENDMENT)
Pursuant to the provisions of Sections 16-10a-1001, et seq. of the Utah
Revised Business Corporation Act, the undersigned corporation adopts the
following Articles of Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is SIMMONS FAMILY, INC.
SECOND: The amendment to Articles of Incorporation, a copy of which is
attached hereto as Exhibit "A", was adopted by the Board of Directors and
Shareholders of the Corporation at the annual meeting of the Board of Directors
and Shareholders of Simmons Family, Inc. held on November 5, 1994 at 2:00 p.m.
in Rancho Santa Fe, California.
THIRD: The number of common shares outstanding are 13,050 and the number
of preferred shares outstanding are 88,000, all of which are entitled to vote in
the amendment. All 101,050 shares were represented at said meeting, and all
shares were voted in favor of said Amendment.
DATED this 21 day of June, 1996.
SIMMONS FAMILY, INC
By /s/ David E. Simmons
---------------------------------
David E. Simmons
Its President
By /s/ W. Mack Watkins
---------------------------------
W. Mack Watkins
Its Secretary
STATE OF UTAH )
: SS.
COUNTY OF SALT LAKE )
The following instrument was acknowledged before me this 21st day of June,
1996 by David E. Simmons, the President, and by W. Mack Watkins, the Secretary,
of Simmons Family, Inc., a Utah corporation.
/s/ Jean Ann Smith
---------------------------------
NOTARY PUBLIC
My Commission Expires: Residing at:
9-12-97 Salt Lake City, Utah
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EXHIBIT "A"
Second Amendment to Articles of Incorporation
of
Simmons Family, Inc.
Pursuant to the Utah Revised Business Corporation Act, Section 16-10a-1001,
ET SEQ. (1992, as amended), the Board of Directors of Simmons Family, Inc. (the
"Corporation") has recommended to the shareholders, and the shareholders have
adopted by more than a majority of the votes entitled to be cast, the following
amendment to the Articles of Incorporation of the Corporation:
1. AMENDMENT TO ARTICLE IV. Article IV of the Articles of Incorporation
is deleted in full and the following is substituted as Article IV:
ARTICLE IV
The capital stock of the Corporation shall be divided into two classes
of stock. The designation of each class, the number of shares of each
class, and the par value thereof are as follows:
CLASS SERIES NUMBER OF SHARES PAR VALUE
Preferred None 15,000,000 $ 0.25
Common None 10,000,000 $ 0.25
The preferences, qualifications, limitations, restrictions, and the
special rights in respect of each class of stock are as follows:
PAYMENT OF DIVIDENDS. The Board of Directors, in its sole discretion,
shall be entitled to declare and pay out of the surplus of the Corporation,
dividends on the shares of each class of capital stock of the Corporation.
The Board of Directors is authorized to determine the dividend rights,
preferences and dividend rate of each class of stock be treated equally as
to the other classes of stock with respect to dividend right, preferences
and dividend rates; however, all shares within each class of stock must be
treated equally for such purposes.
VOTING OF SHARES. In all matters in respect of which the
shareholders of the Corporation shall be entitled to vote, the Preferred
and Common shareholders shall be entitled to one
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vote for each share of stock outstanding in their respective names, without
distinction between the classes of stock.
DISTRIBUTION OF CORPORATION ASSETS UPON LIQUIDATION, DISSOLUTION,
MERGER OR CONSOLIDATION. Upon any liquidation, dissolution, merger or
consolidation of the Corporation (whether voluntary or involuntary and
whether or not the Corporation shall have a surplus or earnings available
for dividends), or upon any distribution of capital, or in the event of its
insolvency, there shall be paid or distributed to holders of the Preferred
Stock $0.25 per share, and the amount of any declared and unpaid dividends
thereon, before any sum shall be paid to or any assets distributed among
the holders of the Common Stock; and after such payment to the holders of
the Preferred Stock, all remaining assets of the Corporation shall be paid
to the holders of the Common Stock according to their respective shares.
REDEMPTION OF PREFERRED STOCK. The Corporation shall have the right,
at its option and in such manner and at such times as it shall determine,
to retire the Preferred Stock, in whole or in part, at $0.25 per share.
2. Except as specifically set forth above, the provisions of the Articles
of Incorporation of the Corporation shall remain unchanged and shall continue in
full force and effect.
BY RECOMMENDATION OF THE BOARD OF DIRECTORS
AND BY UNANIMOUS VOTE OF ALL SHAREHOLDERS ENTITLED TO VOTE
DATED as of the 5th day of November, 1994.
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************* STATE OF UTAH *************
* * R E C E I P T * *
Payment Mode......CHECK
Date..............06/25/96
Time..............11:53:26
Oper I.D. ........LAJ
I.C.N. Ref #......6177-11-0058
Source Division...CORPS & UCC (FY93+)
*******
-> CO #073121 AMEND/RESTATE/MERGE $35.00
==============
-> RECEIPT TOTAL $35.00
"Thank you for your business. It is a pleasure serving you!"
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