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EXHIBIT 3.(i)
AMENDED ARTICLES OF INCORPORATION OF SWISSJET INC.
ARTICLE I
NAME AND ADDRESS OF CORPORATION
The name of the Corporation shall be Swissjet Inc. The principal place of
business and address is 1533 Sunset Drive, Suite 201, Coral Gables, Florida,
33143.
ARTICLE II
DURATION
The duration of the corporation shall be perpetual. The date and time of the
commencement of the corporate existence of the corporation shall be upon filing
the original Articles of Incorporation with the Secretary of State, i.e. April
3, 2000.
ARTICLE III
PURPOSE
The nature of the business and the objects and purposes to be transacted,
promoted, or carried on by the corporation are to engage in any lawful act,
activity or business for which corporations may be organized under the laws of
the State of Florida. Additionally, the corporation shall have all of the powers
vested in a corporation organized under and existing by virtue of the laws of
the State of Florida.
ARTICLE IV
CAPITAL STOCK
The aggregate number of shares of capital stock which the Corporation shall have
authority to issue is 50,000,000 shares, which shall be comprised of any
combination of Common Stock, par value $.001 per share (the "Common Stock"), and
Preferred Stock, par value $.001 per share (the "Preferred Stock"), of which
5,000,000 shares of Common Stock are outstanding and an offering is planned to
be registered with the Securities Exchange Commission for the sale of up to
5,000,000 shares of Preferred Stock. Until a public offering of Common Stock,
there will be no issuance of Common Stock unless as a stock dividend or to
employees as part of their compensation subject to a 10.0% limitation as to all
the shares of common stock including those shares to which the Convertible
Preferred Stock may be converted.
The following is a statement of the designations and the powers, privileges and
rights, and the qualifications, limitations or restrictions thereof in respect
of each class of capital stock of the Corporation.
A. COMMON STOCK
1. GENERAL. The voting, dividend and liquidation rights of the holders
of the Common Stock are subject to and qualified by the rights of
the holders of the Preferred Stock.
2. VOTING. The holders of the Common Stock are entitled to one vote
for each share held at all meetings of stockholders (and written
actions in lieu of meetings). There shall be no cumulative voting.
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3. DIVIDENDS. Dividends may be declared and paid on the Common Stock
from funds lawfully available therefore as and when determined by
the Board of Directors and subject to any preferential dividend
rights of any then outstanding Convertible Preferred Stock.
4. LIQUIDATION. Upon the dissolution or liquidation of the
Corporation, whether voluntary or involuntary, holders of Common
Stock will be entitled to receive all assets of the Corporation
available for distribution to its stockholders, subject to any
preferential rights of any then outstanding Preferred Stock.
5. ISSUANCE. Shares of Common Stock may be issued at such times, such
amounts, and at such prices and terms as may be determined from
time to time by the Board of Directors.
6. WARRANTS TO PURCHASE COMMON STOCK. Warrants to purchase Common
Stock may be issued at such times, such amounts and such terms
including being attached to any issue of Preferred Stock or Common
Stock or Senior or Subordinated Debentures as determined from time
to time by the Board of Directors.
B. PREFERRED STOCK
The rights, preferences, powers, privileges and restrictions,
qualifications and limitations granted to or imposed upon the shares of
the Preferred Stock shall be as set forth in this Part B.
1. ISSUANCE
The Preferred Stock shall be issued from time to time based on the
resolution of the Board of Directors. Each series will identify with letters of
the alphabet to differentiate the issues. Each Series will be issued under a
different CUSIP number. Each Series will have set a cumulative dividend rate.
Each Series may or may not have warrants to purchase common stock attached in
such amounts and under such terms as authorized by the Board of Directors.
2. CUMULATIVE DIVIDENDS
Each Preferred Stock issue shall have an annual dividend rate and a par value
set by the Board of Directors. One fourth of the annual dividend rate for each
issue of Preferred Stock shall be payable quarterly on the 15th of March, June,
September and December of each Year. Dividends for each series of Preferred
Stock will begin on the dividend date after issuance as established by the Board
of Directors. Should the Board of Directors not authorize payment of a dividend
on a dividend date to the holders of Preferred Stock, then such dividend will
accumulate without an interest factor to the benefit of the Preferred Stock
holder.
3. RESTRICTION ON COMMON DIVIDENDS
The Corporation shall not declare or pay any cash dividends on shares of Common
Stock until the holders of the Preferred Stock then outstanding shall have first
received, or simultaneously receive, all the accumulated dividends owed on each
outstanding share of Preferred Stock.
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4. LIQUIDATION, DISSOLUTION OR WINDING UP, CERTAIN MERGERS,
CONSOLIDATIONS AND ASSET SALES.
In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation; the Preferred Stock will be entitled to
receive its par value per share plus any accumulated unpaid dividends prior to
payment of any liquidating dividend to holders of the Common Stock.
(A) SHORTAGE OF FUNDS ON LIQUIDATION
If upon any such liquidation, dissolution or winding up of the
Corporation the remaining assets of the Corporation available for
distribution to its stockholders shall be insufficient to pay the
holders of shares of Preferred Stock their respective par value per
share plus any accumulated dividend owed, the each share of
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 of
the shares held by them upon such distribution if all amounts
payable on or with respect to such shares were paid in full.
(B) COMMON STOCK
After the payment of all preferential amounts required to be paid
to the holders of Preferred Stock and any other class or series of
stock of the Corporation ranking senior to the Common Stock, upon
the dissolution, liquidation or winding up of the Corporation, the
holders of shares of Common Stock then outstanding shall be
entitled to receive the remaining assets and funds of the
Corporation available for distribution to its stockholders.
(C) MERGER, CONSOLIDATION OR CHANGE OF CONTROL
In the event of the signing of any definitive agreement for a
merger or acquisition of the corporation in which another
corporation will acquire more than 50% of the outstanding stock of
Swissjet Inc, the Preferred Stock will be immediately redeemable at
its par value.
(D) VALUATION
Whenever the distribution provided for in this Section 4 shall be
payable in property other than cash or listed securities, the value
of such distribution shall be the fair market value of such
property as determined in good faith by the Board of Directors of
the Corporation using the services of two separate appraisers and
the average of the two appraisals.
In the event that a distribution is payable in securities that are
listed on a national securities exchange, the NASDAQ National
Market System, the NASDAQ system or any other nationally recognized
exchange or trading system ("Listed Securities"), the value of such
securities shall be deemed to be the last reported sale price of
such securities on the date of the consummation of such
liquidation, dissolution, winding up, merger or consolidation.
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5. VOTING
(A) Each holder of outstanding shares of Preferred Stock shall be
entitled to one vote per share at each meeting of stockholders of
the Corporation (and written actions of stockholders in lieu of
meetings) with respect to any and all matters presented to the
stockholders of the Corporation for their action or consideration.
Except as provided by law or by the provisions of Subsections 5(b),
5(c) or 5(d) below, holders of Preferred Stock shall vote together
with the holders of Common Stock as a single class.
(B) In addition to any other rights provided by law or by this
Certificate of Incorporation, for so long as of Preferred Stock are
outstanding, the Corporation shall not, without first obtaining the
approval of the holders of at least fifty one percent (51%) of the
then-outstanding shares of Preferred Stock voting together as a
single class, authorize or issue any new or existing class or
classes or series of capital stock having any preference or
priority as to dividends or assets superior to any such preference
or priority of the Preferred Stock, or authorize or issue shares of
stock of any class, or any bonds, debentures or notes convertible
into any shares of stock of any class, or any shares of stock of
the Corporation having any preference or priority as to dividends
or assets superior to with any such preference or priority of the
Preferred Stock.
(C) In addition to any other rights provided by law or by this
Certificate of Incorporation, for so long as shares of Preferred
Stock are outstanding, the Corporation shall not take any of the
following actions with respect to any series of Preferred Stock
without first obtaining the approval of the holders of at least
fifty-one percent (51%) of the then-outstanding shares of Preferred
Stock:
(i) Amend or repeal any provision of, or add any provision to,
the Corporation's Certificate of Incorporation, including
without limitation Article Four hereof, or Bylaws which
would be detrimental to the interests of the holders of the
Preferred Stock;
(ii) Pay or declare any dividend or distribution on any shares of
its capital stock until all accumulated dividends on the
Preferred Stock are paid in full, or apply any of its assets
to the redemption, retirement, purchase or acquisition,
directly or indirectly, through subsidiaries or otherwise,
of any shares of its capital stock (other than the
repurchase of Common Stock upon termination of employment or
service)
(iii) Merge or consolidate into or with any other corporation or
other entity, or otherwise engage in a change of control
transaction, except for such mergers for which the sole
purpose is to change the Company's jurisdiction of
incorporation or such similar activity.
(iv) Incur any debt which prohibits the payment of preferred
dividends.
(v) Sell, lease or otherwise dispose of all or substantially all
of its assets or properties; or
(vi) Voluntarily liquidate, wind up or dissolve except as
provided in c (7) below;
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(vii) Authorize or issue any new or existing class or classes or
series of capital stock having any preference or priority as
to dividends or assets superior to any such preference or
priority of such series of Preferred Stock. Authorize or
issue shares of stock of any class, or any bonds, debentures
or notes convertible into any shares of stock of any class,
or any shares of stock of the Corporation having any
preference or priority as to dividends or assets superior to
or on a parity with any such preference or priority of such
series of Preferred Stock;
(viii) Reclassify any Common Stock into shares having any
preference or priority as to dividends or assets superior to
or on a parity with any such preference or priority of such
series of Preferred Stock;
(ix) Otherwise amend the Certificate of Incorporation or Bylaws
of the Corporation, if any such amendment to the Certificate
of Incorporation or Bylaws of the Corporation under this
clause would disproportionately adversely affect the
Preferred Stock.
8. REDEMPTION OF THE PREFERRED STOCK
The Corporation pursuant to the resolution of the Board of
Directors may redeem an issue of the Preferred Stock at Par Value
per share after the date established by the board of directors at
the issuance of the Preferred Stock after giving the holders 30
days'notice.
ARTICLE V
Registered Agent and Office
The address of the Corporation's registered office in the State of Florida is
1533 Sunset Drive, Suite 201, Coral Gables, Florida, 33143. The name of the
Corporation's registered agent at such address is: Lee C. Schmachtenberg, Esq.
ARTICLE VI
Incorporator
The name and address of the incorporator is Lee C. Schmachtenberg, 1533 Sunset
Drive, Suite 201, Coral Gables, Florida, 33143.
ARTICLE VII
Board of Directors
The corporation shall have a Board of Directors consisting of two (2) persons.
The number of Directors may be increased from time to time by resolution of the
majority of the Stockholders but shall never be less than one. The name and
addresses of the initial members of the Board of Directors of this corporation
are: Serge F. Feller, 4225 Ingraham Highway, Miami, Florida, 33133 and James W.
Korth, 3575 Stewart Avenue, Miami, Florida, 33133.
In furtherance of and not in limitation of powers conferred by statute, it is
further provided:
1. Election of directors need not be by written ballot.
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Except to the extent that the General Corporation Law of the State of Florida
prohibits the elimination or limitation of liability of directors for breaches
of fiduciary duty, no director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for any breach of
fiduciary duty as a director, notwithstanding any provision of law imposing such
liability. No amendment to or repeal of this provision shall apply to or have
any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.
ARTICLE VIII
Indemnification
The Corporation shall, to the fullest extent permitted by Corporation Law of the
State of Florida, as amended from time to time, indemnify each person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was, or has agreed to become,
a director or officer of the Corporation, or is or was serving, or has agreed to
serve, at the request of the Corporation, as a director, officer or trustee of,
or in a similar capacity with, another corporation, partnership, joint venture,
trust or other enterprise (including any employee benefit plan) (all such
persons being referred to hereafter as an "Indemnitee"), or by reason of any
action alleged to have been taken or omitted in such capacity, against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by or on behalf of an Indemnitee in
connection with such action, suit or proceeding and any appeal therefrom. An
Indemnitee must notify the Corporation in writing as soon as practicable of any
action, suit, proceeding or investigation involving him for which indemnity will
or could be sought, provided that the failure to so promptly notify shall not
relieve the Corporation of its obligation to indemnify hereunder except and only
to the extent that such failure shall prejudice the Corporation's ability to
indemnify therefor. With respect to any action, suit, proceeding or
investigation of which the Corporation is so notified, the Corporation will be
entitled to participate therein at its own expense and/or to assume the defense
thereof at its own expense, with legal counsel reasonably acceptable to the
Indemnitee. In the event that the Corporation does not assume the defense of any
action, suit, proceeding or investigation of which the Corporation receives
notice under this Article, the Corporation shall pay in advance of the final
disposition of such matter any expenses (including attorneys' fees) incurred by
an Indemnitee in defending a civil or criminal action, suit, proceeding or
investigation or any appeal therefrom; PROVIDED, HOWEVER, that the payment of
such expenses incurred by an Indemnitee in advance of the final disposition of
such matter shall be made only upon receipt of an undertaking by or on behalf of
the Indemnitee to repay all amounts so advanced in the event that it shall
ultimately be determined that the Indemnitee is not entitled to be indemnified
by the Corporation as authorized in this Article, which undertaking shall be
accepted without reference to the financial ability of the Indemnitee to make
such repayment. The Corporation shall not indemnify an Indemnitee seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such Indemnitee unless the initiation thereof was approved by the Board of
Directors of the Corporation. In addition, the Corporation shall not indemnify
an Indemnitee to the extent such Indemnitee is reimbursed from the proceeds of
insurance, and in the event the Corporation makes any indemnification payments
to an Indemnitee and such Indemnitee is subsequently reimbursed from the
proceeds of insurance, such Indemnitee shall promptly refund such
indemnification payments to the Corporation to the extent of such insurance
reimbursement. All determinations hereunder as to the entitlement of an
Indemnitee to indemnification or advancement of expenses shall be made in each
instance by:
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(a) A majority vote of the directors of the Corporation consisting of
persons who are not at that time parties to the action, suit or
proceeding in question ("disinterested directors"), whether or not
a quorum,
(b) A majority vote of a quorum of the outstanding shares of stock of
all classes entitled to vote for directors, voting as a single
class, which quorum shall consist of stockholders who are not at
that time parties to the action, suit or 25 proceeding in question,
(c) Independent legal counsel (who may, to the extent permitted by law,
be regular legal counsel to the Corporation), or
(d) A court of competent jurisdiction. The indemnification rights
provided in this Article (i) shall not be deemed exclusive of any
other rights to which an Indemnitee may be entitled under any law,
agreement or vote of stockholders or disinterested directors or
otherwise, and (ii) shall inure to the benefit of the heirs,
executors and administrators of the Indemnitees. The Corporation
may, to the extent authorized from time to time by its Board of
Directors, grant indemnification rights to other employees or
agents of the Corporation or other persons serving the Corporation
and such rights may be equivalent to, or greater or less than,
those set forth in this Article.
ARTICLE IV
Amendments
The power to adopt, alter, amend or repeal these Articles of Incorporation and
the Bylaws of this Corporation shall be vested in the Board of Directors and
Stockholders provided that such amendment be in compliance with the laws of
Florida.
ARTICLE X
Books of the Corporation
The books of the Corporation may be kept (subject to any provision contained in
the General Corporation Law of the State of Florida) outside the State of
Florida at such place as may be designated from time to time by the Board of
Directors or the Bylaws of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this Amended Articles of Incorporation to be signed this 15th
day of June 2000.
___________________________________
SERGE F. FELLER, Shareholder
J.W. KORTH & COMPANY, Shareholder
By:_______________________________
JAMES W. KORTH, President
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