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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
PETSVETS&YOU.COM, INC.
The undersigned incorporator hereby executes these Articles of
Incorporation for the purpose of forming a corporation for profit in accordance
with the laws of the State of Florida.
ARTICLE 1
NAME
The name of this corporation shall be: PETSVETS&YOU.COM, INC.
ARTICLE 2
PRINCIPAL OFFICE AND MAILING ADDRESS
The address of the principal office and the mailing address of this
corporation shall be:
3103 Samara Drive
Tampa, Florida 33618
ARTICLE 3
CAPITAL STOCK
1. AUTHORIZED CAPITALIZATION. The total number of shares of capital
stock authorized to be issued by this Corporation shall be:
1,000 shares of common stock, par value $.001 per share (the
"Common Stock").
2. PAYMENT FOR STOCK. All or any part of the consideration for the
issuance of the capital stock of this Corporation may be in cash, property or
labor or services at a fair valuation to be fixed by the Board of Directors at a
meeting called for that purpose, which consideration, in any event, shall not be
less than the par value of the shares issued therefor. All stock when issued
shall be fully paid and nonassessable.
3. VOTING. The voting power of this Corporation shall be vested solely
in the Common Stock. Holders of shares of Common Stock shall be entitled to one
vote for each share of Common Stock. There shall be no cumulative voting in the
election of directors.
4. DIVIDENDS. Any and all dividends are to be shared among the holders
of shares of outstanding Common Stock on a share for share basis.
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ARTICLE 4
REGISTERED OFFICE AND REGISTERED AGENT
The initial registered office of this corporation shall be located at
101 E. Kennedy Boulevard, Suite 4100, Tampa, Florida 33602 and the initial
registered agent of this corporation at such office shall be R. Reid Haney. This
corporation shall have the right to change such registered agent and such
registered office from time to time, as provided by law.
ARTICLE 5
BOARD OF DIRECTORS
The Board of Directors of this corporation shall consist of a number of
directors to be fixed from time to time by the stockholders or the bylaws. The
business and affairs of this corporation shall be managed by the Board of
Directors, which may exercise all such powers of this corporation and do all
such lawful acts and things as are not by law directed or required to be
exercised or done only by the stockholders.
ARTICLE 6
INITIAL BOARD OF DIRECTORS
The initial Board of Directors of this corporation shall consist of
three (3) members, such members to hold office until their successors have been
duly elected and qualify. The names and street addresses of the initial
directors are:
NAME ADDRESS
---- -------
James J. Carlstedt 3013 Samara Drive
Tampa, Florida 33618
Eddie Garcia, DVM 3013 Samara Drive
Tampa, Florida 33618
Neil Colby 3013 Samara Drive
Tampa, Florida 33618
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ARTICLE 7
INCORPORATOR
The name and street address of the incorporator making these Articles
of Incorporation are:
NAME ADDRESS
---- -------
R. Reid Haney 101 E. Kennedy Boulevard
Suite 4100
Tampa, Florida 33602
ARTICLE 8
PURPOSES AND DURATION
The general purpose for which this corporation is organized is the
transaction of any and all lawful business for which corporations may be
incorporated under the Business Corporation Act of the State of Florida, and any
amendments thereto, and in connection therewith, this corporation shall have and
may exercise any and all powers conferred from time to time by law upon
corporations formed under such Act. This corporation shall have perpetual
existence.
ARTICLE 9
BYLAWS
The power to adopt the bylaws of this corporation, to alter, amend or
repeal the bylaws, or to adopt new bylaws, shall be vested in the Board of
Directors of this corporation.
ARTICLE 10
AMENDMENT OF ARTICLES OF INCORPORATION
This corporation reserves the right to amend, alter, change or repeal
any provisions contained in these Articles of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred upon the stockholders
herein are subject to this reservation.
ARTICLE 11
AFFILIATED TRANSACTIONS
The provisions of Section 607.0901, Florida Statutes, relating to
affiliated transactions, shall be inapplicable to this corporation.
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ARTICLE 12
CONTROL-SHARE ACQUISITIONS
The provisions of Section 607.0902, Florida Statutes, relating to
affiliated transactions, shall be inapplicable to this corporation.
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation for the uses and purposes therein stated.
DATED this 5th day of January, 2000.
L/S/ R. REID HANEY
--------------------------------------------
R. REID HANEY
"Incorporator"
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PETSVETS&YOU.COM, INC.
ACCEPTANCE OF SERVICE AS REGISTERED AGENT
The undersigned, R. REID HANEY, having been named as registered agent
to accept service of process for the above-named corporation at the registered
office designated in the Articles of Incorporation, hereby agrees and consents
to act in that capacity. The undersigned is familiar with and accepts the duties
and obligations of such position.
DATED this 5th day of January, 2000.
L/S/ R. REID HANEY
--------------------------------------------
R. REID HANEY
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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
PETSVETS&YOU.COM, INC.
PETSVETS&YOU.COM, INC., a corporation organized and existing under the
laws of State of Florida (the "Corporation"), in order to amend its Articles of
Incorporation in accordance with the requirements of Chapter 607, Florida
Statutes, does hereby certify as follows:
1. The Articles of Incorporation of the Corporation were filed by the
Secretary of State of the State of Florida on January 5, 2000.
2. The amendment to the Articles of Incorporation being effected hereby
will completely delete Article 1 and Article 3 of the Articles of Incorporation
as of the date hereof, and will substitute in that place the Article 1 and
Article 3 set forth below. This amendment of Article 1 of the Articles of
Incorporation has the effect of changing the name of the Corporation, and the
amendment of Article 3 of the Articles of Incorporation has the effect of
modifying the Corporation's capital structure by, inter alia, authorizing for
issuance additional classes of capital stock in the Corporation and describing
the rights that are to be accorded to each class of capital stock.
3. This amendment to the Articles of Incorporation was approved and
adopted by the Board of Directors of the Corporation. The Corporation has not
yet issued shares of its capital stock; therefore, pursuant to Section 607.1005,
Florida Statues, shareholder approval was not required. The date of adoption of
the amendment by the Board of Directors was January 25, 2000. The Articles of
Amendment are being executed by a director of the Corporation pursuant to
Section 607.1006(2), Florida Statutes.
4. These Articles of Amendment of the Articles of Incorporation shall
be effective immediately upon filing by the Secretary of State of the State of
Florida, and thereafter, Article 1 of the Articles of Incorporation of the
Corporation shall read as follows:
* * * * * * * * * * * * * * *
ARTICLE 1
NAME
The name of the Corporation shall be PETSVETSANDYOU.COM, INC.
* * * * * * * * * * * * * * *
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5. Immediately upon filing by the Secretary of State of the State of
Florida, Article 3 of the Articles of Incorporation of the Corporation shall
read as follows:
* * * * * * * * * * * * * * *
ARTICLE 3
CAPITAL STOCK
1. GENERALLY. The general designations and the total number of shares
of capital stock authorized to be issued by this Corporation shall be as
follows:
A. 25,000,000 shares of Class A Non-Voting Common Stock, par value
$.001 per share (the "Class A Stock"), which stock, as a class, shall
be entitled and deemed at all times to own, together with the Preferred
Stock (as defined and described in 1.C. and 2.C. below) seventy-five
percent (75%) of the equity interest of the Corporation on a share for
share basis, subject, however, to the preferences and limitations
placed on the Preferred Stock with respect to dividends and liquidation
as provided for in subsection 2.C. of this Article 3;
B. 25,000,000 shares of Class B Voting Common Stock, par value
$.0001 per share (the "Class B Stock"), which stock, as a class, shall
be entitled and deemed at all times to own a twenty-five percent (25%)
equity interest in the Corporation; and
C. 10,000,000 shares of Preferred Stock, par value $.001 per share
(the "Preferred Stock"), which stock, as a class, shall be entitled and
deemed at all times to own, together with the Class A Stock,
seventy-five percent (75%) of the equity interest of the Corporation on
a share for share basis, subject, however, to the preferences and
limitations placed on the Preferred Stock with respect to dividends and
liquidation as provided for in subsection 2.C. of this Article 3.
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2. SPECIFIC DESIGNATIONS FOR EACH CLASS OF CAPITAL STOCK. The
respective classes of the Corporation's capital stock as identified above shall
be have the following designations, rights, powers, preferences and limitations:
A. CLASS A STOCK
(i) GENERAL. The voting, dividend and liquidation rights of the
holders of the Class A Stock are subject to and qualified by the rights
of the holders of the Class B Stock and the Preferred Stock.
(ii) VOTING. The holders of the Class A Stock shall not be
entitled to vote on any matters coming before the shareholders of the
Corporation except as is otherwise specifically required by the Florida
Business Corporations Act, Chapter 607, Florida Statutes (the "FBCA").
(iii) DIVIDENDS. Subject to the rights of the holders of shares
of Preferred Stock, any and all dividends declared and payable on the
common stock of the Corporation are to be shared among the holders of
shares of outstanding Class A Stock and Class B Stock on a share for
share basis.
(iv) LIQUIDATION. Upon the dissolution or liquidation of the
Corporation, whether voluntary or involuntary, holders of the Class A
Stock shall be entitled to receive, on a share for share basis with the
Class B Stock, the assets of the Corporation available for distribution
to its shareholders, subject to any preferential rights of any
then-outstanding Preferred Stock.
B. CLASS B STOCK.
(i) GENERAL. The voting, dividend and liquidation rights of the
holders of the Class B Stock are subject to and qualified by the rights
of the holders of the Class A Stock and the Preferred Stock.
(ii) VOTING. The voting power of the Corporation shall be vested
solely in the Class B Stock, subject to certain limited but special
voting rights of the holders of the Preferred Stock. Holders of shares
of
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Class B Stock shall be entitled to one vote for each share of Class B
Stock held on any matter brought before the shareholders of the
Corporation for vote. There shall be no cumulative voting.
(iii) DIVIDENDS. Subject to the rights of the holders of shares
of Preferred Stock, any and all dividends declared and payable on the
common stock of the Corporation are to be shared among the holders of
shares of outstanding Class A Stock and Class B Stock on a share for
share basis.
(iv) LIQUIDATION. Upon the dissolution or liquidation of the
Corporation, whether voluntary or involuntary, holders of the Class A
Stock shall be entitled to receive, on a share for share basis with the
Class B Stock, the assets of the Corporation available for distribution
to its shareholders, subject to any preferential rights of any
then-outstanding Preferred Stock.
(v) FIXED OWNERSHIP PERCENTAGE AND ANTI-DILUTION. The Class B
Stock shall at all times be entitled and deemed, as a class, to own by
itself a twenty-five percent (25%) equity interest in the Corporation.
In order to effectuate and facilitate the most effective administration
and recordkeeping by the Corporation, it is deemed appropriate and
necessary that the holders of the Class B Stock shall at all times hold
shares of Class B stock that is, in the aggregate, equal to twenty-five
percent (25%) of the combined aggregate number of shares of Class A
Stock and Preferred Stock issued and outstanding at any time. The
shareholders and Board of Directors of the Corporation shall take such
measures from time to time as are necessary or appropriate to
effectuate and facilitate the intent of this provision.
C. PREFERRED STOCK.
(i) ELIGIBILITY. As a precedent and continuing condition of
ownership of shares of Preferred Stock, each holder must be a Doctor of
Veterinary Medicine, duly licensed in his or her domicile state and
actively practicing veterinary medicine, or an entity a majority of the
percentage voting interests of which is owned by such a duly licensed
and practicing veterinary doctor, and such holder must own
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Class A Stock. Whether an individual is actively practicing veterinary
medicine shall be subject to an evaluation by the Board of Directors of
the Corporation, and the Board of Directors shall have the absolute
right and authority, in its sole discretion, to designate work settings
that are or may be deemed to be the active practice of veterinary
medicine and, further, to waive the requirement that an individual be a
licensed veterinary doctor based on such individual's professional
activities in the veterinary community and work setting.
(ii) RESTRICTIONS ON TRANSFER. Except as otherwise provided
herein, holders of Preferred Stock may not transfer, pledge, or
otherwise encumber their shares of Preferred Stock to any other
individual or entity for any reason whatsoever without the prior
written consent of the Corporation, which the Corporation may withhold
in its reasonable discretion. Certificates representing the Preferred
Stock shall contain a legend indicating that the shares are subject to
restrictions contained in the Articles of Incorporation of the
Corporation and that such shares may not be transferred other than in
compliance with these Articles.
(iii) VOTING.
(a) Each holder of the Preferred Stock shall be entitled
to one vote for each share of Preferred Stock held upon matters
coming before the holders of Preferred Stock for vote. Holders of
Preferred Stock shall have voting rights only with respect to
matters specifically set forth in these Articles or as may be
granted in the bylaws of the Corporation.
(b) The holders of record of the Preferred Stock, as a
separate class, shall be entitled to elect the minimum number of
directors as shall constitute at any time at least twenty-five
percent (25%) of all the members of the Board of Directors. The
holders of record of the Class B Stock, exclusively and as a
separate class shall be entitled to elect the remaining number of
directors of the Corporation. At any meeting held for the purpose of
electing directors, the presence in person or by proxy of the
holders of at least a majority of the
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shares of Preferred Stock then outstanding shall constitute a quorum
of the Preferred Stock. A vacancy in any directorship elected by the
Preferred Stock holders may be filled by the Board of Directors,
provided such replacement director shall serve in such capacity only
until the next annual meeting of the Corporation at which time such
vacancy shall be filled by the holders of the Preferred Stock by
vote.
(c) The holders of the Preferred Stock shall also be
entitled to elect the membership of the Corporation's Veterinary
Advisory Board as such body may be constituted from time to time
under the bylaws of the Corporation. All rights and procedures with
respect to the Veterinary Advisory Board and the election thereof
shall be set forth in and governed by the Corporation's bylaws.
(d) The Corporation shall not amend, alter, or repeal the
preferences, special rights, or other powers of the Preferred Stock
so as to affect adversely the Preferred Stock, without the written
consent or affirmative vote of the holders of a majority of the then
outstanding shares of Preferred Stock, given in writing or by vote
at a meeting, consenting or voting (as the case may be) separately
as a class. For this purpose, without limiting the generality of the
foregoing, the authorization of any shares of capital stock with
preference or priority in parity with or over the Preferred Stock as
to the right to receive either dividends or amounts distributable
upon liquidation, dissolution, or winding up of the Corporation
shall be deemed to affect adversely the Preferred Stock. The number
of authorized shares of Preferred Stock may be increased or
decreased (but not below the number of shares then outstanding) by
the affirmative vote of the holders of a majority of the then
outstanding shares of both the Class B Stock and the Preferred Stock
each voting as a separate class.
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(iv) DIVIDENDS.
(a) In the event of a declaration of any cash dividend by
the Board of Directors of the Corporation, the holders of the
Preferred Stock shall be entitled to receive, prior to any payment
of any cash dividend on any other shares of stock of the
Corporation, noncumulative dividends in an amount equal to $.125 per
share for each share of Preferred Stock issued and outstanding. The
Corporation shall not declare or pay any dividends or other
distributions (as defined below) on shares of Common Stock until the
holders of the Preferred Stock then outstanding shall have first
received a dividend at the rate specified in the immediately
preceding sentence. Thereafter, the holders of the Preferred Stock
shall be entitled to participate in any dividend declared by the
Corporation and to receive, on a share for share basis and pari
passu with the issued and outstanding shares of Class A Stock and
Class B Stock, additional dividends in an amount up to $.1875 for
each share of Preferred Stock, and no more. Such dividends shall be
payable when and as declared by the Board of Directors of the
Corporation on such date as shall be fixed by the Board of
Directors. The right to receive dividends on the Preferred Stock
shall be noncumulative, and no right to dividends shall accrue by
reason of the fact that no dividend has been declared on the
Preferred Stock in or during any prior period of time. Any funds
available thereafter for distribution under such declaration shall
be paid to the holders of the Class A Stock and Class B Stock as
provided in this Article 3.
(b) For purposes of this Section C(ii), unless the context
requires otherwise, "distribution" shall mean the transfer of cash
or property without consideration, whether by way of dividend or
otherwise, payable other than in Common Stock or other securities of
the Corporation, or the purchase or redemption of any shares of
capital stock of the Corporation (other than repurchase of Common
Stock held by employees or directors of, or consultants to, the
Corporation upon termination of their employment of services to the
Corporation pursuant to an agreement with the Corporation for such
repurchase, and other
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than redemptions in liquidation or dissolution of the Corporation)
for cash or property, including any such transfer, purchase, or
redemption by a subsidiary of this Corporation.
(v) LIQUIDATION, DISSOLUTION, OR WINDING UP.
(a) In the event of any voluntary or involuntary
liquidation, dissolution, or winding up of the Corporation, the
holders of shares of Preferred Stock then outstanding shall be
entitled to be paid out of the assets of the Corporation available
for distribution to its stockholders, after and subject to the
payment in full of all amounts required to be distributed to the
holders of any other class or series of stock of the Corporation
ranking on liquidation prior and in preference to the Preferred
Stock (collectively the "Senior Preferred Stock"), but before any
payment shall be made to the holders of Common Stock or any other
class or series of stock ranking on liquidation junior to the
Preferred Stock (collectively, the "Junior Stock"), by reason of
their ownership thereof, an amount equal to but not greater than
$1.25 per share (subject to appropriate adjustment in the event of
any stock dividend, stock split, combination or similar
recapitalization affecting such shares), plus any dividends declared
but unpaid thereon. If upon such liquidation, dissolution, or
winding up of the Corporation, the remaining assets of the
Corporation available for distribution to its stockholders is
insufficient to pay the holders of the Preferred Stock the full
amount to which they shall be entitled, the holders of the Preferred
Stock shall share ratably in any distribution of the remaining
assets and funds of the Corporation in proportion to the respective
amounts which would otherwise be payable in respect to such shares
held by them upon such distribution if all amounts payable on or
with respect to such shares were paid in full.
(b) The merger or consolidation of the Corporation into or
with another corporation (except if the Corporation is the surviving
entity and the holders of capital stock of the Corporation
immediately prior to such merger or
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consolidation continue to hold at least 80% of the voting power of
the capital stock of the surviving Corporation), or the sale of all
or substantially all the assets of the Corporation, shall be deemed
to be a liquidation, dissolution, or winding up of the Corporation
for purposes of this Section C(iii).
(vi) REDEMPTION BY THE CORPORATION.
(a) Subject to the provisions of Section C(vi)(b) below,
upon a holder of the Preferred Stock ceasing to meet the eligibility
requirements for holding the Preferred Stock as set forth in Section
C(i) above, the Corporation shall redeem any or all shares of
Preferred Stock then issued and outstanding to such shareholder at a
price of $1.25 per share (subject to adjustment for stock dividend,
stock split, combination or similar recapitalization affecting such
shares), plus any declared but unpaid dividends thereon. Upon a
holder of Preferred Stock becoming ineligible to be such a
shareholder, either such shareholder or the Corporation may give a
Notice of Redemption to the other party stating the factual basis
for such ineligibility, the number of shares of Preferred Stock held
by such shareholder, the aggregate redemption price for such shares,
the effective date of redemption and the procedures for closing of
the redemption transaction. The Notice of Redemption shall be sent
by hand delivery, certified mail, return receipt requested, or
recognized overnight courier service no less than thirty (30) nor
more than sixty (60) days prior to the effective date of the
redemption.
(b) The Corporation shall not be require to pay, during
any fiscal year, more than 20% of its consolidated after-tax income
for the previous fiscal year to redeem shares of Preferred Stock
pursuant to subsection (a) above. If the Corporation, by application
of this subsection, cannot redeem all of the shares subject to
redemption during any fiscal year, it shall redeem the maximum
number of whole shares possible during such period. If the funds
available for redemption (either legally
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or by operation of this subsection (b)) are insufficient in any
given fiscal year to redeem all Preferred Stock required to be
redeemed under C(vi)(a) above (and the Corporation elects not to
redeem additional shares beyond the limitation set forth
hereinabove), the Corporation will redeem the maximum number of
shares possible given the limitations and shall redeem any shares
left unredeemed during such fiscal year as soon as it is legally
permitted.
(c) Any shares of Preferred Stock redeemed hereunder may
be reissued by the Corporation, subject to the eligibility
requirements contained in this Section C.
* * * * * * * * * * * * *
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment of the Articles of Incorporation to be executed by its President this
25th day of January, 2000.
PETSVETS&YOU.COM, INC.
L/S/ James J. Carlstedt
--------------------------------------------
James J. Carlstedt, Director
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ARTICLES OF SECOND AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
PETSVETSANDYOU.COM, INC.
(PROPOSED - NOT YET FILED)
PETSVETSANDYOU.COM, INC., a corporation organized and existing under
the laws of State of Florida (the "Corporation"), in order to amend its Articles
of Incorporation in accordance with the requirements of Chapter 607.1003,
Florida Statutes, does hereby certify as follows:
1. The Articles of Incorporation of the Corporation were filed by the
Secretary of State of the State of Florida on January 5, 2000. The Corporation
filed Articles of Amendment to the Articles of Incorporation with the Secretary
of State of the State of Florida on January 25, 2000.
2. The amendment to the Articles of Incorporation being effected hereby
will completely delete Article 3 of the Articles of Incorporation as of the date
hereof, and will substitute in its place the Article 3 set forth below. The
effect of this amendment to Article 3 of the Articles of Incorporation is to
change the name of the Class A Common Stock and to grant the Class A Common
Stock the same voting rights as Class B Common Stock.
3. This amendment to the Articles of Incorporation was recommended for
adoption by the Board of Directors of the Corporation and was approved and
adopted by the written consent of the all of the holders of issued and
outstanding shares of capital stock of the Corporation entitled to vote on such
matters on August ___, 2000.
4. Immediately upon filing by the Secretary of State of the State of
Florida, Article 3 of the Articles of Incorporation of the Corporation shall
read as follows:
* * * * * * * * * * * * * * *
ARTICLE 3
CAPITAL STOCK
1. GENERALLY. The general designations and the total number of shares
of capital stock authorized to be issued by this Corporation shall be as
follows:
A. 25,000,000 shares of Class A Common Stock, par value $.001 per
share (the "Class A Stock"), which stock shall be entitled and deemed
at all times to own, together with the Preferred Stock (as defined and
described in 1.C. and 2.C. below) seventy-five percent (75%) of the
equity interest of the Corporation on a share for share basis, subject,
however, to the preferences and limitations placed on the Preferred
Stock
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(PROPOSED - NOT YET FILED)
with respect to dividends and liquidation as provided for in subsection
2.C. of this Article 3;
B. 25,000,000 shares of Class B Common Stock, par value $.0001 per
share (the "Class B Stock"), which stock, as a class, shall be entitled
and deemed at all times to own a twenty-five percent (25%) equity
interest in the Corporation; and
C. 10,000,000 shares of Preferred Stock, par value $.001 per share
(the "Preferred Stock"), which class of stock shall be entitled and
deemed at all times to own, together with the Class A Stock,
seventy-five percent (75%) of the equity interest of the Corporation on
a share for share basis, subject, however, to the preferences and
limitations placed on the Preferred Stock with respect to dividends and
liquidation as provided for in subsection 2.C. of this Article 3.
2. SPECIFIC DESIGNATIONS FOR EACH CLASS OF CAPITAL STOCK. The
respective classes of the Corporation's capital stock as identified above shall
be have the following designations, rights, powers, preferences and limitations:
A. CLASS A STOCK
(i) GENERAL. The voting, dividend and liquidation rights of the
holders of the Class A Stock are subject to and qualified by the rights
of the holders of the Class B Stock and the Preferred Stock.
(ii) VOTING. Holders of shares of Class A Stock shall be entitled
to one vote for each share of Class A Stock held on any matter brought
before the shareholders of the Corporation for vote. There shall be no
cumulative voting.
(iii) DIVIDENDS. Subject to the rights of the holders of shares
of Preferred Stock, any and all dividends declared and payable on the
common stock of the Corporation are to be shared among the holders of
shares of outstanding Class A Stock and Class B Stock on a share for
share basis.
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(PROPOSED - NOT YET FILED)
(iv) LIQUIDATION. Upon the dissolution or liquidation of the
Corporation, whether voluntary or involuntary, holders of the Class A
Stock shall be entitled to receive, on a share for share basis with the
Class B Stock, the assets of the Corporation available for distribution
to its shareholders, subject to any preferential rights of any
then-outstanding Preferred Stock.
B. CLASS B STOCK.
(i) GENERAL. The voting, dividend and liquidation rights of the
holders of the Class B Stock are subject to and qualified by the rights
of the holders of the Class A Stock and the Preferred Stock.
(ii) VOTING. Holders of shares of Class B Stock shall be entitled
to one vote for each share of Class B Stock held on any matter brought
before the shareholders of the Corporation for vote. There shall be no
cumulative voting.
(iii) DIVIDENDS. Subject to the rights of the holders of shares
of Preferred Stock, any and all dividends declared and payable on the
common stock of the Corporation are to be shared among the holders of
shares of outstanding Class A Stock and Class B Stock on a share for
share basis.
(iv) LIQUIDATION. Upon the dissolution or liquidation of the
Corporation, whether voluntary or involuntary, holders of the Class A
Stock shall be entitled to receive, on a share for share basis with the
Class B Stock, the assets of the Corporation available for distribution
to its shareholders, subject to any preferential rights of any
then-outstanding Preferred Stock.
(v) FIXED OWNERSHIP PERCENTAGE AND ANTI-DILUTION. The Class B
Stock shall at all times be entitled and deemed, as a class, to own by
itself a twenty-five percent (25%) equity interest in the Corporation.
In order to effectuate and facilitate the most effective administration
and recordkeeping by the Corporation, it is deemed appropriate and
necessary that the holders of the Class B Stock shall at all times hold
shares of Class B stock that is, in the aggregate, equal to twenty-five
percent (25%) of the combined aggregate number of shares of Class A
Stock and Preferred Stock issued and outstanding at any time.
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(PROPOSED - NOT YET FILED)
The shareholders and Board of Directors of the Corporation shall take
such measures from time to time as are necessary or appropriate to
effectuate and facilitate the intent of this provision.
C. PREFERRED STOCK.
(i) ELIGIBILITY. As a precedent and continuing condition of
ownership of shares of Preferred Stock, each holder must be a Doctor of
Veterinary Medicine, duly licensed in his or her domicile state and
actively practicing veterinary medicine, or an entity a majority of the
percentage voting interests of which is owned by such a duly licensed
and practicing veterinary doctor, and such holder must own Class A
Stock. Whether an individual is actively practicing veterinary medicine
shall be subject to an evaluation by the Board of Directors of the
Corporation, and the Board of Directors shall have the absolute right
and authority, in its sole discretion, to designate work settings that
are or may be deemed to be the active practice of veterinary medicine
and, further, to waive the requirement that an individual be a licensed
veterinary doctor based on such individual's professional activities in
the veterinary community and work setting.
(ii) RESTRICTIONS ON TRANSFER. Except as otherwise provided
herein, holders of Preferred Stock may not transfer, pledge, or
otherwise encumber their shares of Preferred Stock to any other
individual or entity for any reason whatsoever without the prior
written consent of the Corporation, which the Corporation may withhold
in its reasonable discretion. Certificates representing the Preferred
Stock shall contain a legend indicating that the shares are subject to
restrictions contained in the Articles of Incorporation of the
Corporation and that such shares may not be transferred other than in
compliance with these Articles.
(iii) VOTING.
(a) Each holder of the Preferred Stock shall be entitled to
one vote for each share of Preferred Stock held upon matters coming
before the holders of Preferred Stock for vote. Holders of Preferred
Stock shall have voting rights only with respect to matters
specifically set forth in these Articles or as may be granted in the
bylaws of the Corporation.
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(b) The holders of record of the Preferred Stock, as a
separate class, shall be entitled to elect the minimum number of
directors as shall constitute at any time at least twenty-five
percent (25%) of all the members of the Board of Directors. The
holders of record of the Class A and Class B Stock, exclusively and
voting as a single class, shall be entitled to elect the remaining
number of directors of the Corporation. At any meeting held for the
purpose of electing directors, the presence in person or by proxy of
the holders of at least a majority of the shares of Preferred Stock
then outstanding shall constitute a quorum of the Preferred Stock. A
vacancy in any directorship elected by the Preferred Stock holders
may be filled by the Board of Directors, provided such replacement
director shall serve in such capacity only until the next annual
meeting of the Corporation at which time such vacancy shall be
filled by the holders of the Preferred Stock by vote.
(c) The holders of the Preferred Stock shall also be
entitled to elect the membership of the Corporation's Veterinary
Advisory Board as such body may be constituted from time to time
under the bylaws of the Corporation. All rights and procedures with
respect to the Veterinary Advisory Board and the election thereof
shall be set forth in and governed by the Corporation's bylaws.
(d) The Corporation shall not amend, alter, or repeal the
preferences, special rights, or other powers of the Preferred Stock
so as to affect adversely the Preferred Stock, without the written
consent or affirmative vote of the holders of a majority of the then
outstanding shares of Preferred Stock, given in writing or by vote
at a meeting, consenting or voting (as the case may be) separately
as a class. For this purpose, without limiting the generality of the
foregoing, the authorization of any shares of capital stock with
preference or priority in parity with or over the Preferred Stock as
to the right to receive either dividends or amounts distributable
upon liquidation, dissolution, or winding up of the Corporation
shall be deemed to affect adversely the Preferred Stock. The number
of authorized shares of Preferred Stock may be increased or
decreased (but not below the number of shares then outstanding) by
the affirmative vote of the holders of a
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majority of the then outstanding shares of both the Class B Stock
and the Preferred Stock each voting as a separate class.
(iv) DIVIDENDS.
(a) In the event of a declaration of any cash dividend by
the Board of Directors of the Corporation, the holders of the
Preferred Stock shall be entitled to receive, prior to any payment
of any cash dividend on any other shares of stock of the
Corporation, noncumulative dividends in an amount equal to $.125 per
share for each share of Preferred Stock issued and outstanding. The
Corporation shall not declare or pay any dividends or other
distributions (as defined below) on shares of Common Stock until the
holders of the Preferred Stock then outstanding shall have first
received a dividend at the rate specified in the immediately
preceding sentence. Thereafter, the holders of the Preferred Stock
shall be entitled to participate in any dividend declared by the
Corporation and to receive, on a share for share basis and pari
passu with the issued and outstanding shares of Class A Stock and
Class B Stock, additional dividends in an amount up to $.1875 for
each share of Preferred Stock, and no more. Such dividends shall be
payable when and as declared by the Board of Directors of the
Corporation on such date as shall be fixed by the Board of
Directors. The right to receive dividends on the Preferred Stock
shall be noncumulative, and no right to dividends shall accrue by
reason of the fact that no dividend has been declared on the
Preferred Stock in or during any prior period of time. Any funds
available thereafter for distribution under such declaration shall
be paid to the holders of the Class A Stock and Class B Stock as
provided in this Article 3.
(b) For purposes of this Section C(ii), unless the context
requires otherwise, "distribution" shall mean the transfer of cash
or property without consideration, whether by way of dividend or
otherwise, payable other than in Common Stock or other securities of
the Corporation, or the purchase or redemption of any shares of
capital stock of the Corporation (other than repurchase of Common
Stock held by employees or directors of, or consultants to, the
Corporation upon termination of their
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(PROPOSED - NOT YET FILED)
employment of services to the Corporation pursuant to an agreement
with the Corporation for such repurchase, and other than redemptions
in liquidation or dissolution of the Corporation) for cash or
property, including any such transfer, purchase, or redemption by a
subsidiary of this Corporation.
(v) LIQUIDATION, DISSOLUTION, OR WINDING UP.
(a) In the event of any voluntary or involuntary
liquidation, dissolution, or winding up of the Corporation, the
holders of shares of Preferred Stock then outstanding shall be
entitled to be paid out of the assets of the Corporation available
for distribution to its stockholders, after and subject to the
payment in full of all amounts required to be distributed to the
holders of any other class or series of stock of the Corporation
ranking on liquidation prior and in preference to the Preferred
Stock (collectively the "Senior Preferred Stock"), but before any
payment shall be made to the holders of Common Stock or any other
class or series of stock ranking on liquidation junior to the
Preferred Stock (collectively, the "Junior Stock"), by reason of
their ownership thereof, an amount equal to but not greater than
$1.25 per share (subject to appropriate adjustment in the event of
any stock dividend, stock split, combination or similar
recapitalization affecting such shares), plus any dividends declared
but unpaid thereon. If upon such liquidation, dissolution, or
winding up of the Corporation, the remaining assets of the
Corporation available for distribution to its stockholders is
insufficient to pay the holders of the Preferred Stock the full
amount to which they shall be entitled, the holders of the Preferred
Stock shall share ratably in any distribution of the remaining
assets and funds of the Corporation in proportion to the respective
amounts which would otherwise be payable in respect to such shares
held by them upon such distribution if all amounts payable on or
with respect to such shares were paid in full.
(b) The merger or consolidation of the Corporation into or
with another corporation (except if the Corporation is the surviving
entity and the holders of capital stock of the Corporation
immediately prior to such merger or consolidation continue to hold
at least 80% of the voting power of the capital stock of the
surviving Corporation), or the sale of all or
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substantially all the assets of the Corporation, shall be deemed to
be a liquidation, dissolution, or winding up of the Corporation for
purposes of this Section C(iii).
(vi) REDEMPTION BY THE CORPORATION.
(a) Subject to the provisions of Section C(vi)(b) below,
upon a holder of the Preferred Stock ceasing to meet the eligibility
requirements for holding the Preferred Stock as set forth in Section
C(i) above, the Corporation shall redeem any or all shares of
Preferred Stock then issued and outstanding to such shareholder at a
price of $1.25 per share (subject to adjustment for stock dividend,
stock split, combination or similar recapitalization affecting such
shares), plus any declared but unpaid dividends thereon. Upon a
holder of Preferred Stock becoming ineligible to be such a
shareholder, either such shareholder or the Corporation may give a
Notice of Redemption to the other party stating the factual basis
for such ineligibility, the number of shares of Preferred Stock held
by such shareholder, the aggregate redemption price for such shares,
the effective date of redemption and the procedures for closing of
the redemption transaction. The Notice of Redemption shall be sent
by hand delivery, certified mail, return receipt requested, or
recognized overnight courier service no less than thirty (30) nor
more than sixty (60) days prior to the effective date of the
redemption.
(b) The Corporation shall not be require to pay, during any
fiscal year, more than 20% of its consolidated after-tax income for
the previous fiscal year to redeem shares of Preferred Stock
pursuant to subsection (a) above. If the Corporation, by application
of this subsection, cannot redeem all of the shares subject to
redemption during any fiscal year, it shall redeem the maximum
number of whole shares possible during such period. If the funds
available for redemption (either legally or by operation of this
subsection (b)) are insufficient in any given fiscal year to redeem
all Preferred Stock required to be redeemed under C(vi)(a) above
(and the Corporation elects not to redeem additional shares beyond
the limitation set forth hereinabove), the Corporation will redeem
the maximum number of shares possible given the limitations and
shall redeem any shares left unredeemed during such fiscal year as
soon as it is legally permitted.
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(PROPOSED - NOT YET FILED)
(c) Any shares of Preferred Stock redeemed hereunder may be
reissued by the Corporation, subject to the eligibility requirements
contained in this Section C.
* * * * * * * * * * * * *
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment of the Articles of Incorporation to be executed by its President this
___ day of August, 2000.
PETSVETS&YOU.COM, INC.
--------------------------------------------
James J. Carlstedt, President
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