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Exhibit 3.3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
UNITY EMERGING TECHNOLOGY VENTURE ONE LTD.
UNITY EMERGING TECHNOLOGY VENTURE ONE LTD., a corporation organized and
existing under any by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Unity Emerging
Technology Venture One Ltd., resolutions were duly adopted setting forth a
proposed amendment to the Certificate of Incorporation of the Corporation,
declaring said amendment to be advisable and providing for consideration thereof
in accordance with the provisions of Section 242 of the General Corporation Law
of the State of Delaware. The resolutions setting forth the proposed amendment
are as follows:
RESOLVED, that the Certificate of Incorporation of the Corporation
be amended to effectuate a 0.735294-for-1 reverse split of all issued and
outstanding shares of common stock of the Corporation, subject to approval
by the stockholders of the Corporation in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware;
and it is further
RESOLVED, that current Article FOURTH of the Certificate of Incorporation
of the Corporation be deleted in its entirety and the following be
substituted in lieu thereof:
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"FOURTH: (a) AUTHORIZED SHARES. The total number of shares of
capital stock which the Corporation shall have authority to issue is
twenty million five thousand (20,005,000), which shall consist of
20,000,000 shares, $.0001 par value, designated as Common Stock and
five thousand (5,000) shares, $.01 par value, designated as
Preferred Stock.
NUMBER OF SHARES PAR VALUE
20,000,000 .0001
5,000 .01
(b) PREFERRED STOCK. Shares of Preferred Stock may be issued
from time to time in series or otherwise and the Board of Directors
of the Corporation is hereby authorized, subject to the limitations
provided by law, to establish and designate series, if any, of the
Preferred Stock, to fix the number of shares constituting any such
series, and to fix the voting powers, designations, and relative,
participating, optional, conversion, redemption and other rights of
the shares of Preferred Stock or series thereof, and the
qualifications, limitations and restrictions thereof, and to
increase and to decrease the number of shares of Preferred Stock
constituting any such series. The authority of the Board of
Directors of the Corporation with respect to shares of Preferred
Stock or any series thereof shall include but shall not be limited
to the authority to determine the following:
I. The designation of any series.
II. The number of shares initially constituting any such
series.
III. The rate or rates and the times at which dividends on the
shares of Preferred Stock or any series thereof shall be paid, and
whether or not such dividends shall be cumulative, and, if such
dividends shall be cumulative, the date or dates from and after
which they shall accumulate.
IV. Whether or not shares of the Preferred Stock or series
thereof shall be redeemable, and, if such shares shall be
redeemable, the terms and conditions of such redemption,
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including but not limited to the date or dates upon or after which
such shares shall be redeemable and the amount per share which shall
be payable upon such redemption, which amount may vary under
different conditions and at different redemption dates.
V. The amount payable on the shares of Preferred Stock or
series thereof in the event of the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation; PROVIDED,
HOWEVER, that the holders of such shares shall be entitled to be
paid, or to have set apart for payment, not less than $.01 per share
before the holders of shares of the Common Stock or the holders of
any other class of stock ranking junior to the Preferred Stock as to
rights on liquidation shall be entitled to be paid any amount or to
have any amount set apart for payment; PROVIDED, FURTHER, that, if
the amounts payable on liquidation are not paid in full, the shares
of all series of the Preferred Stock shall share ratably in any
distribution of assets other than by way of dividends in accordance
with the sums which would be payable in such distribution if all
sums payable were discharged in full.
VI. Whether or not the shares of Preferred Stock or series
thereof shall have voting rights, in addition to the voting rights
provided by law, and, if such shares shall have such voting rights,
the terms and conditions thereof, including but not limited to the
right of the holders of such shares to vote as a separate class
either alone or with the holders of shares of one or more other
class or series of Preferred Stock and the right to have more than
one vote per share.
VII. Whether or not a sinking fund shall be provided for the
redemption of the shares of Preferred Stock or series thereof, and,
if such a sinking fund shall be provided, the terms and conditions
thereof.
VIII. Whether or not a purchase fund shall be provided for the
shares of Preferred Stock or series thereof, and, if such a purchase
fund shall be provided, the terms and conditions thereof.
IX. Whether or not the shares of Preferred Stock or series
thereof shall have conversion privileges, and, if such shares shall
have conversion privileges, the terms and conditions of
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conversion, including but not limited to any provision for the
adjustment of the conversion rate or the conversion price.
X. Any other relative rights, preferences, qualifications,
limitations and restrictions.
(c) COMMON STOCK.
I. DIVIDENDS. Subject to the preferential dividend rights
applicable to shares of Preferred Stock, the holders of shares of
Common Stock shall be entitled to receive only such dividends as may
be declared by the Board of Directors.
II. LIQUIDATION. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, after
distribution in full of the preferential amounts to be distributed
to the holders of shares of Preferred Stock, the holders of shares
of Common Stock shall be entitled to receive all of the remaining
assets of the Corporation available for distribution to holders of
Common Stock, ratably in proportion to the number of shares of the
Common Stock held by them.
III. VOTING RIGHTS. Except as otherwise required by statute or
as otherwise provided in this Certificate of Incorporation, the
holders of shares of Common Stock shall be entitled to vote on all
matters at all meetings of the stockholders of the Corporation, and
shall be entitled to one vote for each share of Common Stock
entitled to vote at such meeting, voting together with the holders
of shares of the Preferred Stock who are entitled to vote, if any
such shares are then outstanding and not as a separate class.
(d) COMBINATION OF COMMON STOCK. At 5:00 p.m., EDT, on the
date of this filing of the Certificate of Amendment to the
Certificate of Incorporation, all outstanding shares of Common Stock
held by each holder of record on such date shall be automatically
combined at the rate of 0.735294-for-1 without any further action on
the part of the holders thereof or the Corporation. No fractional
shares will be issued. All fractional shares shall be increased to
the next higher whole number of shares."
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SECOND: That, pursuant to Written Consent of the Stockholders of the
Corporation dated as of October 16, 2000 in accordance with Section 228(a) of
the General Corporation Law of the State of Delaware, the necessary number of
shares as required by statute were voted in favor of the amendment.
THIRD: That the aforesaid amendment was duly adopted in accordance
with Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Unity Emerging Technology Venture One Ltd. has caused
this Certificate to be signed by Lawrence Burstein, its President, and Norman
Leben, its Secretary, this 17th day of October, 2000.
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Lawrence Burstein, President
ATTEST:
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Norman Leben, Secretary
