9
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 1996
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission File Number: 1-5707
GENERAL EMPLOYMENT ENTERPRISES, INC.
(Exact name of small business issuer as specified in its charter)
Illinois 36-6097429
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification
Number)
One Tower Lane, Oakbrook Terrace, Illinois 60181
(Address of principal executive offices)
(708) 954-0400
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No __
As of April 30, 1996, there were 2,197,985 shares of common
stock outstanding.
PART I. FINANCIAL INFORMATION
GENERAL EMPLOYMENT ENTERPRISES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
March 31 September 30
1996 1995
(Dollars in Thousands) (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 3,593 $ 3,225
Accounts receivable, less allowances
(Mar. 1996--$354; Sept. 1995--$290) 2,511 1,803
Other current assets 74 57
Total current assets 6,178 5,085
Property and equipment:
Property and equipment, at cost 2,522 2,473
Accumulated depreciation and amortization (2,171) (2,141)
Net property and equipment 351 332
Other assets 344 408
Total assets $ 6,873 $ 5,825
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accrued compensation and payroll taxes $ 2,683 $ 2,169
Other current liabilities 678 670
Total current liabilities 3,361 2,839
Long-term obligations 356 443
Shareholders' equity:
Common stock, no-par value; authorized --
20,000,000 shares; issued and outstanding --
2,197,985 shares in March 1996 and
2,195,985 shares in September 1995 22 22
Capital in excess of stated value of shares 3,502 3,494
Accumulated deficit (368) (973)
Total shareholders' equity 3,156 2,543
Total liabilities and shareholders' equity $ 6,873 $ 5,825
See notes to condensed consolidated financial statements.
GENERAL EMPLOYMENT ENTERPRISES, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME (Unaudited)
Three Months Six Months
Ended March 31 Ended March 31
(In Thousands, Except Per Share) 1996 1995 1996 1995
Net revenues:
Permanent placement services $ 4,088 $ 2,704 $ 7,566 $ 5,439
Contract services 1,716 1,229 3,235 2,272
Net revenues 5,804 3,933 10,801 7,711
Costs and expenses:
Cost of services 4,116 3,107 7,751 6,003
General and administrative 1,022 657 1,870 1,313
Income before income taxes 666 169 1,180 395
Provision for income taxes 265 10 465 20
Net income $ 401 $ 159 $ 715 $ 375
Net income per share $ .18 $ .07 $ .31 $ .17
Average number of shares 2,282 2,247 2,281 2,239
See notes to condensed consolidated financial statements.
GENERAL EMPLOYMENT ENTERPRISES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
Six Months
Ended March 31
(In Thousands) 1996 1995
Operating activities:
Net income $ 715 $ 375
Noncash costs and expenses 55 (65)
Changes in current assets and current liabilities -
Accounts receivable (708) (224)
Accrued compensation and payroll taxes 514 2
Other, net (9) (136)
Net cash provided (used) by operating activities 567 (48)
Net cash used by investing activities (97) (111)
Financing activities:
Cash dividends declared (110) --
Exercises of stock options 8 126
Net cash provided (used) by financing activities (102) 126
Increase (decrease) in cash and cash equivalents 368 (33)
Cash and cash equivalents at beginning of period 3,225 1,843
Cash and cash equivalents at end of period $3,593 $1,810
Supplementary information:
Income tax payments $ 344 $22
See notes to condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Interim Financial Statements
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB. Accordingly, they do
not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. This financial
information should be read in conjunction with the financial
statements included in the Company's annual report on Form 10-KSB
for the year ended September 30, 1995. Operating results for
interim periods are not necessarily indicative of the results
that may be expected for the entire year.
Lease Obligations
During the March 1996 quarter, the Company entered into a new
lease agreement covering the space for its corporate
headquarters. The annual rent expense under the new lease is
initially about the same as under the old lease, and the term of
the lease is extended until the year 2006. The Company recorded
a gain during the quarter of $144,000 due to the write-off of the
deferred rent liability associated with the old lease.
Income Taxes
The effective income tax rates for the 1995 fiscal periods differ
from the "expected" rates because of reversals of a previously-
recorded deferred income tax valuation allowance.
Net Income Per Share
The number of shares and per-share amounts for the 1995 fiscal
periods have been adjusted to reflect a 15% stock dividend paid
on November 3, 1995.
Common Stock
On February 26, 1996, the Company's shareholders approved an
amendment to the Articles of Incorporation to increase the number
of authorized common shares from 5,000,000 to 20,000,000.
Dividends Declared
In November 1995, the Company's board of directors declared a
cash dividend of $.05 per common share, payable on January 17,
1996.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Corporate Strategies and Economic Factors
The Company provides permanent placement and contract temporary
staffing services for business and industry, specializing in the
placement of information technology, engineering, technical and
accounting personnel. For the fiscal year ended September 30,
1995, the Company derived 69% of its revenues from permanent
placements and 31% of its revenues from contract services. As of
March 31, 1996, the Company operated 27 offices located in major
metropolitan and business centers in 11 states.
The demand for the Company's services has been strong in recent
years. For the three fiscal years ended September 30, 1995, the
Company's annual rate of revenue growth was 56% for contract
services and 10% for permanent placement services. Management
believes that this growth is attributable to three factors.
First, it specializes in the fast-growing information technology
field. Second, it fills a growing need in the workplace for
temporary help. And third, the Company offers its clients the
alternative of either temporary or full-time staffing assistance.
The Company's business is also affected by the U.S. economy and
national hiring levels. The last two years were characterized by
relatively low, but stable, economic growth and historically low
levels of unemployment. These economic conditions have
contributed to the growing demand for the Company's services.
Management expects that this growth trend will continue and that
contract services will become the greater portion of the
Company's overall business in the future. To accommodate this
growth, the Company opened four new employment offices during the
first six months of fiscal 1996, and it has plans to open an
additional three offices during the last half of the year.
Generally, the Company enters into short-term leases for new
locations, initially using shared office facilities whenever
possible; this approach minimizes costs during the start-up
period.
Results of Operations
For the six months ended March 31, 1996, consolidated revenues
were $10,801,000, up $3,090,000 (40%) from last year's
$7,711,000. Permanent placement revenues increased $2,127,000
(39%), on 20% more placements and a 16% higher average placement
fee. Contract service revenues increased $963,000 (42%), due to
a 27% increase in billable hours and a 9% higher average hourly
billing rate.
The consolidated cost of services for the six months ended March
31, 1996 was $7,751,000, up $1,748,000 (29%) from 1995. Agency
manager and consultant compensation increased 25%, and salaries
of contract service workers increased 35%, as a result of the
higher volume of business this year. Payroll taxes and benefits
increased 28%, and advertising expenses increased 47%. All other
operating costs decreased by 3%, primarily because the Company
recognized a nonrecurring gain of $144,000 resulting from the
negotiation of a new corporate headquarters office lease during
fiscal 1996. As a result, the cost of services as a percent of
service revenues decreased 6.0 points, from 77.8% last year to
71.8% this year.
General and administrative expenses for the six months ended
March 31, 1996 were $1,870,000, which was a $557,000 (42%)
increase from 1995. Administrative salaries and benefits
increased 58%, travel and personnel costs increased 65%; and all
other general and administrative expenses were up 5% for the
period.
There was a $465,000 provision for income taxes in the 1996
period, compared with a $20,000 provision last year. The
effective income tax rate for the 1995 period differs from the
statutory rate because of the reversal of a previously-recorded
deferred income tax valuation allowance.
Net income was $715,000, or $ .31 per share, in the six months
ended March 31, 1996, a $340,000 improvement compared with net
income of $375,000, or $ .17 per share, last year.
Financial Condition
During the six months ended March 31, 1996, the Company's cash
and cash equivalents increased by $368,000 to a balance of
$3,593,000. Net income provided $715,000 during the period and
an increase in accrued payroll liabilities provided $514,000.
However, an increase in accounts receivable required $708,000.
In addition, the Company used $97,000 for the acquisition of
property and equipment and $110,000 for the payment of cash
dividends. The Company's net working capital was $2,817,000 as
of March 31, 1996, compared with $2,246,000 at September 30,
1995, and shareholders' equity was $3,156,000 at March 31, 1996,
compared with $2,543,000 last September.
As of March 31, 1996, the Company had no debt outstanding, and it
had a $1,000,000 line of credit available for working capital
purposes. Management believes that existing resources are
adequate to meet the Company's current operating needs.
As of March 31, 1996, the Company had no commitments for the
acquisition of property and equipment. All of its facilities are
leased, and information about future minimum lease payments is
presented in the notes to consolidated financial statements
contained in the Company's annual report on Form 10-KSB for the
year ended September 30, 1995. The cost of opening new offices
during fiscal 1996 is expected to be minor because the facilities
will be leased.
PART II - OTHER INFORMATION
Item 4 Submission of Matters to a Vote of Security Holders
At the annual meeting of shareholders on February 26, 1996, the
shareholders approved an amendment to the Articles of
Incorporation to increase the number of authorized common shares
from 5 million to 20 million shares. There were 1,869,927 shares
voted for the adoption, and there were 326,058 shares withheld.
In addition, the shareholders elected all of the nominees for
election as directors. The name of each director elected,
together with the number of votes cast for election and the
number of votes withheld are presented below:
Nominee Votes For Votes Withheld
Sheldon Brottman 1,948,545 9,716
Leonard Chavin 1,945,750 12,511
Delain G. Danehey 1,948,235 10,026
Herbert Imhoff 1,947,951 10,310
Herbert F. Imhoff, Jr. 1,947,744 10,517
Walter T. Kerwin, Jr. 1,947,597 10,664
Howard S. Wilcox 1,947,997 10,264
Item 6 Exhibits and Reports on Form 8-K
The following exhibits are filed as part of this report:
No. Description of Exhibit
3 Articles of Incorporation, as amended February 26, 1996.
27 Financial Data Schedule for the six months ended March 31, 1996.
There were no reports on Form 8-K filed during the quarter.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
GENERAL EMPLOYMENT ENTERPRISES, INC.
(Registrant)
Date: May 14, 1996 By: /s/ Herbert F. Imhoff
Herbert F. Imhoff
Chairman of the Board
and President
Date: May 14, 1996 By: /s/ Kent M. Yauch
Kent M. Yauch
Treasurer and Controller
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<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> MAR-31-1996
<CASH> 3,593
<SECURITIES> 0
<RECEIVABLES> 2,865
<ALLOWANCES> 354
<INVENTORY> 0
<CURRENT-ASSETS> 6,178
<PP&E> 2,522
<DEPRECIATION> 2,171
<TOTAL-ASSETS> 6,873
<CURRENT-LIABILITIES> 3,361
<BONDS> 0
0
0
<COMMON> 22
<OTHER-SE> 3,134
<TOTAL-LIABILITY-AND-EQUITY> 6,873
<SALES> 0
<TOTAL-REVENUES> 10,801
<CGS> 0
<TOTAL-COSTS> 7,751
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,180
<INCOME-TAX> 465
<INCOME-CONTINUING> 715
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 715
<EPS-PRIMARY> 0.31
<EPS-DILUTED> 0.31
</TABLE>
Exhibit 3
ARTICLES OF INCORPORATION
(Filed September 28, 1962)
STATE OF ILLINOIS, }
COOK COUNTY }
To CHARLES F. CARPENTIER, Secretary of State:
We, the undersigned,
Address
Name Number Street City State
MARVIN HERMAN 33 N. LaSalle Street Chicago, Illinois
DONNA R. VANSETH 33 N. LaSalle Street Chicago, Illinois
SHARON GOLDMAN 33 N. LaSalle Street Chicago, Illinois
being natural persons of the age of twenty-one years or more and
subscribers to the shares of the corporation to be organized
pursuant hereto, for the purpose of forming a corporation under
"The Business Corporation Act" of the State of Illinois, do
hereby adopt the following Articles of Incorporation:
ARTICLE ONE
The name of the corporation is: CHARLES M. O'SHEA CORPORATION
ARTICLE TWO
The address of its initial registered office in the State of
Illinois is: Suite 1800 - 33 North LaSalle Street, in the City
of Chicago, Zone 2, County of Cook and the name of its initial
Registered Agent at said address is LEONARD L. LEVIN.
ARTICLE THREE
The duration of the corporation is: Perpetual.
ARTICLE FOUR
The purpose or purposes for which the corporation is organized are:
To own and operate a private employment agency; to acquire, hold,
mortgage, convey and otherwise dispose of all kinds of property,
both real and personal; to carry on any other business, whether
manufacture or otherwise, which may seem to the company capable
of being conveniently carried on in connection with its business
or calculated directly or indirectly to enhance the value of or
render profitable any of the company's property or rights; to do
each and everything necessary, suitable or proper for the
accomplishment of any of the purposes or the attainment of any
one or more of the objects herein enumerated and which shall at
any time appear conducive to or expedient for the protection or
benefit of this corporation.
ARTICLE FIVE
PARAGRAPH 1. The aggregate number of shares which the
corporation is authorized to issue is 10,000,000, divided into
one class(es). The designation of each class, the number of
shares of each class, and the par value, if any, of the shares of
each class, or a statement that the shares of any class are
without par value, are as follows:
Series Number of Par value per share or statement
Class (If any) Shares that shares are without par value
Common none 10,000,000 without par value
PARAGRAPH 2: The preferences, qualifications, limitations,
restrictions and the special or relative rights in respect of the
shares of each class are: None.
ARTICLE SIX
The class and number of shares which the corporation
proposes to issue without further report to the Secretary of
State, and the consideration (expressed in dollars) to be
received by the corporation therefor, are:
Total consideration to be
Class of shares Number of shares received therefor:
Common 1,000,000 $ 10,000.00
ARTICLE SEVEN
The corporation will not commence business until at least
one thousand dollars has been received as consideration for the
issuance of shares.
ARTICLE EIGHT
The number of directors to be elected at the first meeting
of the shareholders is: three.
ARTICLE NINE
PARAGRAPH 1: It is estimated that the value of all property to
be owned by the corporation for the following year wherever
located will be $20,000.00.
PARAGRAPH 2: It is estimated that the value of the property to
be located within the State of Illinois during the following year
will be $20,000.00.
PARAGRAPH 3: It is estimated that the gross amount of business
which will be transacted by the corporation during the following
year will be $20,000.00.
PARAGRAPH 4: It is estimated that the gross amount of business
which will be transacted at or from places of business in the
State of Illinois during the following year will be $20,000.00.
/s/ Marvin L. Herman }
/s/ Donna Vanseth } Incorporators
/s/ Sharon Goldman }
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
CHARLES M. O'SHEA CORPORATION
(Exact Corporate Name)
(Filed December 21, 1964)
To WILLIAM H. CHAMBERLAIN,
Secretary of State
Springfield, Illinois
The undersigned corporation, for the purpose of amending its
Articles of Incorporation and pursuant to the provisions of
Section 55 of "The Business Corporation Act" of the State of
Illinois, hereby executes the following Articles of Amendment:
ARTICLE FIRST: The name of the corporation is:
CHARLES M. O'SHEA CORPORATION
ARTICLE SECOND: The following amendment or amendments were
adopted in the manner prescribed by "The Business Corporation
Act" of the State of Illinois:
RESOLVED, that Article One of the Articles of Incorporation
of this corporation be amended by changing the name of this
corporation from CHARLES M. O'SHEA CORPORATION to "GENERAL
EMPLOYMENT ENTERPRISES, INC."
ARTICLE THIRD: The number of shares of the corporation
outstanding at the time of the adoption of said amendment or
amendments was 1,000,000; and the number of shares of each class
entitled to vote as a class on the adoption of said amendment or
amendments, and the designation of each such class were as
follows:
Class Number of Shares
None
ARTICLE FOURTH: The number of shares voted for said
amendment or amendments was 1,000,000; and the number of shares
voted against said amendment or amendments was none. The number
of shares of each class entitled to vote as a class voted for and
against said amendment or amendments, respectively, was:
Class Number of Shares Voted
For Against
None
Item 1. On the date of the adoption of this amendment, restating
the articles of incorporation, the corporation had _______ shares
issued, itemized as follows:
Series Number of Par value per share or statement
Class (If any) Shares that shares are without par value
Item 2. On the date of the adoption of this amendment restating
the articles of incorporation, the corporation had a stated
capital of $____________ and a paid-in surplus of $__________ or
a total of $____________.
ARTICLE FIFTH: The manner in which the exchange, reclassi-
fication, or cancellation of issued shares, or a reduction of the
number of authorized shares of any class below the number of
issued shares of that class, provided for in, or effected by,
this amendment, is as follows:
ARTICLE SIXTH: Paragraph 1: The manner in which said
amendment or amendments effect a change in the amount of stated
capital or the amount of paid-in surplus, or both, is as follows:
Paragraph 2: The amounts of stated capital and of paid-in
surplus as changed by this amendment are as follows:
Before Amendment After Amendment
Stated capital $ $
Paid-in surplus $ $
IN WITNESS WHEREOF, the undersigned corporation has caused
these Articles of Amendment to be executed in its name by its
President, and its corporate seal to be hereto affixed, attested
by its Secretary, this 16th day of December, 1964.
CHARLES M. O'SHEA CORPORATION
(Exact Corporate Name)
By: /s/ Herbert F. Imhoff
Its President
ATTEST:
/s/ Leonard L. Levin
Its Secretary
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
GENERAL EMPLOYMENT ENTERPRISES, INC.
(Exact Corporate Name)
(Filed April 3, 1967)
To PAUL POWELL,
Secretary of State
Springfield, Illinois
The undersigned corporation, for the purpose of amending its
Articles of Incorporation and pursuant to the provisions of
Section 55 of "The Business Corporation Act" of the State of
Illinois, hereby executes the following Articles of Amendment:
ARTICLE FIRST: The name of the corporation is:
GENERAL EMPLOYMENT ENTERPRISES, INC.
ARTICLE SECOND: The following amendment or amendments were
adopted in the manner prescribed by "The Business Corporation
Act" of the State of Illinois:
RESOLVED, that Article Five of the Articles of Incorporation
of the Company be, and it hereby is, amended to read as follows:
"ARTICLE FIVE
Paragraph 1: The aggregate number of shares which the
corporation is authorized to issue is 5,000,000, divided into one
class. The designation of each class, the number of shares of
each class, and the par value, if any, of the shares of each
class, or a statement that the shares of any class are without
par value, are as follows:
Series Number Par value per share or statement
Class (If Any) of Shares that shares are without par value
Common None 5,000,000 without par value
Each two common shares of the presently issued 1,000,000 common
shares, without par value, hereby are changed, without the
further act of the corporation, into one common share without par
value.
Paragraph 2: The preferences, qualifications, limitations,
restrictions and the special or relative rights in respect of the
shares of each class are: NONE, except that no holder of any
shares of the corporation of any class now or hereafter
authorized shall have any right as such holder (other than such
right, if any, as the board of directors in its discretion may
determine) to purchase, subscribe for or otherwise acquire any
shares of the corporation of any class now or hereafter
authorized, or any securities convertible into or exchangeable
for any such shares, or any warrants or other instruments
evidencing rights or options to subscribe for, purchase or
otherwise acquire any such shares, whether such shares,
securities, warrants or other instruments be unissued or issued
and thereafter acquired by the corporation."
ARTICLE THIRD: The number of shares of the corporation
outstanding at the time of the adoption of said amendment or
amendments was 912,000; and the number of shares of each class
entitled to vote as a class on the adoption of said amendment or
amendments, and the designation of each such class were as
follows:
Class Number of Shares
88,000 Treasury Shares
ARTICLE FOURTH: The number of shares voted for said
amendment or amendments was 912,000; and the number of shares
voted against said amendment or amendments was none. The number
of shares of each class entitled to vote as a class voted for and
against said amendment or amendments, respectively, was:
Class Number of Shares Voted
For Against
Item 1. On the date of the adoption of this amendment, restating
the articles of incorporation, the corporation had _______ shares
issued, itemized as follows:
Series Number of Par value per share or statement
Class (If Any) of Shares that shares are without par value
Item 2. On the date of the adoption of this amendment restating
the articles of incorporation, the corporation had a stated
capital of $____________ and a paid-in surplus of $__________ or
a total of $____________.
ARTICLE FIFTH: The manner in which the exchange, reclassi-
fication, or cancellation of issued shares, or a reduction of the
number of authorized shares of any class below the number of
issued shares of that class, provided for in, or effected by,
this amendment, is as follows:
As a result of filing these Articles of Amendment, 1,000,000
Common Shares of the Company, previously issued, were changed to
500,000 Common Shares. Hence, the corporation now has issued
500,000 Common Shares.
ARTICLE SIXTH: Paragraph 1: The manner in which said
amendment or amendments effect a change in the amount of stated
capital or the amount of paid-in surplus, or both, is as follows:
Paragraph 2: The amounts of stated capital and of paid-in
surplus as changed by this amendment are as follows:
Before Amendment After Amendment
Stated capital $ $
Paid-in surplus $ $
IN WITNESS WHEREOF, the undersigned corporation has caused
these Articles of Amendment to be executed in its name by its
President, and its corporate seal to be hereto affixed, attested
by its Secretary, this 29th day of March, 1967.
GENERAL EMPLOYMENT ENTERPRISES, INC.
(Exact Corporate Name)
By: /s/ Herbert F. Imhoff
Its President
ATTEST:
/s/ Leonard L. Levin
Its Secretary
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
GENERAL EMPLOYMENT ENTERPRISES, INC.
(Exact Corporate Name)
(Filed February 16, 1968)
To PAUL POWELL,
Secretary of State
Springfield, Illinois
The undersigned corporation, for the purpose of amending its
Articles of Incorporation and pursuant to the provisions of
Section 55 of "The Business Corporation Act" of the State of
Illinois, hereby executes the following Articles of Amendment:
ARTICLE FIRST: The name of the corporation is:
GENERAL EMPLOYMENT ENTERPRISES, INC.
ARTICLE SECOND: The following amendment or amendments were
adopted in the manner prescribed by "The Business Corporation
Act" of the State of Illinois:
RESOLVED, that the Articles of Incorporation of the
Corporation be amended by adding to Article Five thereof the
following:
"The 500,000 presently issued (34,000 in Treasury) and
outstanding (466,000) Common Shares, no par value, of the
Corporation shall be changed into 1,000,000 Common Shares, no par
value, without the further act of the Corporation resulting in a
split of such Common Shares on a 2 for 1 basis.
"In all other respects the terms and provisions of the
Common Shares, no par value, of the Corporation shall remain
unchanged."
ARTICLE THIRD: The number of shares of the corporation
outstanding at the time of the adoption of said amendment or
amendments was 466,000*; and the number of shares of each class
entitled to vote as a class on the adoption of said amendment or
amendments, and the designation of each such class were as
follows:
Class Number of Shares
*34,000 are held in treasury
ARTICLE FOURTH: The number of shares voted for said
amendment or amendments was 399,185; and the number of shares
voted against said amendment or amendments was 495. The number
of shares of each class entitled to vote as a class voted for and
against said amendment or amendments, respectively, was:
Class Number of Shares Voted
For Against
Item 1. On the date of the adoption of this amendment, restating
the articles of incorporation, the corporation had _______ shares
issued, itemized as follows:
Series Number of Par value per share or statement
Class (If Any) of Shares that shares are without par value
Item 2. On the date of the adoption of this amendment restating
the articles of incorporation, the corporation had a stated
capital of $____________ and a paid-in surplus of $__________ or
a total of $____________.
ARTICLE FIFTH: The manner in which the exchange,
reclassification, or cancellation of issued shares, or a
reduction of the number of authorized shares of any class below
the number of issued shares of that class, provided for in, or
effected by, this amendment, is as follows:
This amendment effects a 2 for 1 split of the 500,000 issued
Common Shares, no par value, of the corporation, resulting in
1,000,000 Common Shares, no par value, being issued (68,000 in
treasury) and outstanding (932,000).
ARTICLE SIXTH: Paragraph 1: The manner in which said
amendment or amendments effect a change in the amount of stated
capital or the amount of paid-in surplus, or both, is as follows:
Paragraph 2: The amounts of stated capital and of paid-in
surplus as changed by this amendment are as follows:
Before Amendment After Amendment
Stated capital $ $
Paid-in surplus $ $
IN WITNESS WHEREOF, the undersigned corporation has caused
these Articles of Amendment to be executed in its name by its
President, and its corporate seal to be hereto affixed, attested
by its Secretary, this 13th day of February, 1968.
GENERAL EMPLOYMENT ENTERPRISES, INC.
(Exact Corporate Name)
By: /s/ Herbert F. Imhoff
Its President
ATTEST:
/s/ Leonard L. Levin
Its Secretary
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
GENERAL EMPLOYMENT ENTERPRISES, INC.
(Exact Corporate Name)
(Filed January 27, 1970)
To PAUL POWELL,
Secretary of State
Springfield, Illinois
The undersigned corporation, for the purpose of amending its
Articles of Incorporation and pursuant to the provisions of
Section 55 of "The Business Corporation Act" of the State of
Illinois, hereby executes the following Articles of Amendment:
ARTICLE FIRST: The name of the corporation is:
GENERAL EMPLOYMENT ENTERPRISES, INC.
ARTICLE SECOND: The following amendment or amendments were
adopted in the manner prescribed by "The Business Corporation
Act" of the State of Illinois:
RESOLVED, that the Articles of Incorporation, as heretofore
amended, of the corporation be, and they hereby are, further
amended to change Article Five thereof to read as follows:
"ARTICLE FIVE
PARAGRAPH 1: The aggregate number of shares which the
corporation is authorized to issue is 5,100,000, divided into two
classes. The designation of each class, the number of shares of
each class, and the par value, if any, of the shares of each
class, or a statement that the shares of any class are without
par value, are as follows:
Par value per share or
Series Number statement that shares
Class (if any) of Shares are without par value
Preferred To be issued in series 100,000 Without par value
Common None 5,000,000 Without par value
PARAGRAPH 2: The preferences, qualifications, limitations,
restrictions and the special or relative rights in respect of the
shares of each class are:
1. Series. The Preferred Shares may be divided into and
issued in series. Authority is hereby vested in the Board of
Directors at any time, or from time to time, to divide any or all
of the Preferred Shares into series, to establish, out of
authorized but unissued Preferred Shares, series of the Preferred
Shares, and to fix and determine the designation and the
following relative rights and preferences of the Preferred Shares
of any series so established (including authority to fix and
determine the relative rights and preferences of the authorized
but unissued Preferred Shares of a series theretofore established
in respect of which either the relative rights and preferences
have not been fixed and determined or the relative rights and
preferences theretofore fixed and determined are to be changed):
(a) The rate of dividend of Preferred Shares of such series.
(b) The price at and the terms and conditions on which
Preferred Shares of such series may be redeemed.
(c) The amount payable upon Preferred Shares of such series
in the event of involuntary liquidation.
(d) The amount payable upon Preferred Shares of such series
in the event of voluntary liquidation.
(e) Sinking fund provisions for the redemption or purchase
of Preferred Shares of such series.
(f) The terms and conditions on which Preferred Shares of
such series may be converted, if Preferred Shares of such
series are issued with the privilege of conversion.
Except in respect of the relative rights and preferences
listed in the foregoing clauses (a) to (f), inclusive of this
Paragraph 1, all Preferred Shares shall be identical. The Board
of Directors shall not create a sinking fund in respect of any
series of Preferred Shares unless provision for a sinking fund at
least as beneficial to all issued and outstanding Preferred
Shares shall either then exist or be at the same time created.
Each series shall be so designated as to distinguish the shares
thereof from the shares of all other series and classes.
Preferred Shares of any series redeemed pursuant to the
provisions of Paragraph 6 hereof, or redeemed or purchased
through any sinking fund provision or otherwise, or converted
into shares of any other class, shall be cancelled and shall not
be reissued.
2. Dividends. The holders of Preferred Shares of each
series shall be entitled to receive when and as declared by the
Board of Directors, dividends at the rate fixed for such series
as provided in Paragraph 1 above, and no more, payable quarterly
on the 15th days of March, June, September and December in each
year (the quarterly periods ending on the 15th days of such
months, respectively, being herein designated as Dividend
Periods), in each case from the date of cumulation, as
hereinafter in Paragraph 7 defined, of such series. Such
dividends shall be cumulative (whether or not in any Dividend
Period or Periods there shall be no net profits or net assets of
the corporation legally available for the payment of such
dividends) so that, if at any time full cumulative dividends upon
the outstanding Preferred Shares of all series to the end of the
then current Dividend Period shall not have been paid or declared
and set apart for payment, the amount of the deficiency shall be
fully paid, but without interest, either by redemption and the
payment or deposit as provided in Paragraph 6 hereof of the
redemption price thereof or by dividends in the amount of said
deficiency paid or declared and set apart for payment on each
such series before any sum or sums shall be set aside for or
applied to the purchase or redemption of Preferred Shares of any
series or Common Shares and before any dividends shall be paid or
declared or any other distribution ordered or made upon the
Common Shares. All dividends declared on the Preferred Shares of
the respective series outstanding shall be declared pro rata, so
that the amounts of dividends declared per share on the Preferred
Shares of different series shall in all cases bear to each other
the same ratio that the respective dividend rates of such
respective series bear to each other.
3. Common Dividends. After full cumulative dividends to
the end of the then current Dividend Period upon Preferred Shares
of all series then outstanding shall have been paid or declared
and set apart for payment and all sinking fund provisions in
respect thereof shall have been complied with, then and not
otherwise the holders of Common Shares shall be entitled to
receive such dividends as may be declared by the Board of
Directors.
4. Source of Dividends. Anything herein to the contrary
notwithstanding, dividends upon shares of any class of the
corporation shall be payable only out of assets legally available
for the payment of such dividends, and the rights of the holders
of the Preferred Shares of all series and of the holders of the
Common Shares in respect of dividends shall at all times be
subject to the power of the Board of Directors from time to time
to set aside such reserves and to make such other provisions, if
any, as said Board shall deem to be necessary or advisable for
working capital, for additional plant or plants, for additions,
improvements and betterments to plant and equipment, for the
expansion of the corporation's business (including the
acquisition of real and personal property for that purpose), and
for any other purposes of the corporation whether or not similar
to those herein mentioned.
5. Liquidation. The Preferred Shares of all series shall
be preferred as to both earnings and assets over the Common
Shares and, in the event of any liquidation, dissolution or
winding up of the corporation, whether voluntary or involuntary,
the holders of Preferred Shares of each series then outstanding
shall be entitled to be paid out of the assets of the corporation
available for distribution to its shareholders, whether from
capital, surplus or earnings before any payment shall be made to
the holders of the Common Shares, an amount determined as
provided in Paragraph 1 above for every share of their holdings
of Preferred Shares of such series. In the event of any
liquidation, dissolution or winding up of the corporation,
whether voluntary or involuntary, and after distribution shall
have been made as aforesaid to the holders of the Preferred
Shares, the holders of the Common Shares shall be entitled, to
the exclusion of the holders of the Preferred Shares of any and
all series, to share ratably in all assets of the corporation
then remaining according to the number of Common Shares held by
them respectively. If upon any liquidation, dissolution or
winding up the amounts payable on or with respect to the
Preferred Shares of all series shall not be paid in full, the
holders of Preferred Shares of all series shall share ratably in
any distribution of assets according to the respective amounts
which would be payable in respect of these shares held by them
upon such distribution if all amounts payable on or with respect
to the Preferred Shares of all series were paid in full. Neither
the merger or consolidation of the corporation into or with
another corporation or the merger or consolidation of any other
corporation into or with the corporation, nor the sale or lease
of all or substantially all of the assets of the corporation,
shall be deemed to be a liquidation, dissolution or winding up of
the corporation.
6. Redemption. Preferred Shares of any series, at any time
outstanding, may be redeemed by the corporation, at its election
expressed by resolution of the Board of Directors, at any time or
from time to time, upon not less than 30 days' previous notice to
the holders of record of the Preferred Shares to be redeemed,
given by mail or by publication in such manner as may be
prescribed by resolution or resolutions of the Board of
Directors, at the redemption price fixed as provided in Paragraph
1 above of the Preferred Shares to be redeemed. If less than all
the outstanding Preferred Shares of any series is to be redeemed,
the redemption may be made either by lot or pro rata in such
manner as may be prescribed by resolution of the Board of
Directors. The corporation may, if it so elects, provide moneys
for the payment of the redemption price by depositing the amount
thereof for the account of the holders of the Preferred Shares
entitled thereto with a bank or trust company doing business in
the City of Chicago, State of Illinois or in the Borough of
Manhattan in the City of New York and having capital and surplus
of at least $5,000,000. The date upon which such deposit may be
made by the corporation shall be prior to the date fixed as the
date of redemption, and hereinafter is called the "date of
redemption". Notice of such deposit including the date of
deposit and the name and address of the bank or trust company
with which the deposit has been or will be made, shall be
included in the notice of redemption. On and after the date
fixed in such notice of redemption as the date of redemption
(unless default shall be made by the corporation in providing
moneys for the payment of the redemption price pursuant to such
notice), or if the corporation shall elect to make such deposit
and shall make such deposit on or before the date specified
therefor in the notice, then on and after the date of deposit,
all dividends on the Preferred Shares thereby called for
redemption shall cease to accrue and all rights of the holders
thereof as shareholders of the corporation shall cease and
terminate, except the right to receive the redemption price as
hereinafter provided and except any conversation rights not
theretofore expired. Such conversion rights, however, in any
event shall cease and terminate upon the date fixed for
redemption or upon any earlier date fixed by the Board of
Directors pursuant to Paragraph 1 hereof for the termination of
such conversion rights. Anything herein contained to the
contrary notwithstanding, said redemption price shall include an
amount equal to full redemption dividends on the Preferred Shares
to be redeemed to the date fixed for the redemption thereof, and
the corporation shall not be required to declare or pay on such
Preferred Shares to be redeemed, and the holders thereof shall
not be entitled to receive, any dividend in addition to those
reflected in the redemption price; provided, however, that the
corporation may pay in regular course any dividends thus
reflected in the redemption price either to the holders of record
on the record date fixed for determination of shareholders
entitled to receive such dividends (in which event, anything
herein to the contrary notwithstanding, the amount so deposited
need not include any dividends so paid or to be paid) or as a
part of the redemption price upon surrender of the certificates
for the shares redeemed. On and after the date fixed as
aforesaid for such redemption or, if the corporation shall elect
to deposit the moneys for redemption as herein provided, then at
any time on and after the date of deposit, the respective holders
of record of the Preferred Shares to be redeemed shall be
entitled to receive the redemption price upon actual delivery to
the corporation or, in the event of such a deposit, to the bank
or trust company with which such deposit is made, of certificates
for the number of shares to be redeemed properly stamped for
transfer (if required) and duly endorsed in blank or accompanied
by proper instruments of assignment and transfer thereof duly
endorsed in blank. Any moneys so deposited which shall remain
unclaimed by the holders of Preferred Shares to be redeemed at
the end of six years after the redemption date shall be paid by
such bank or trust company to the corporation; provided, however,
that all moneys so deposited, which shall not be required for
such redemption because of the exercise of any right of
conversion or exchange, shall be returned to the corporation
forthwith. Any interest accrued on moneys so deposited shall be
paid to the corporation from time to time.
7. Definitions. The term "date of cumulation" as used
herein with reference to any series of Preferred Shares shall be
deemed to mean the date on which Preferred Shares of such series
shall first be issued.
The term "full cumulative dividends" whenever used herein
with reference to any share of any series of the Preferred Shares
shall be deemed to mean (whether or not in any dividend period,
or any part thereof, in respect of which such term is used there
shall have been net profits or net assets of the corporation
legally available for the payment of such dividend) that amount
which shall be obtained by multiplying the full rate fixed for
such series as provided in Paragraph 1 above by the period of
time elapsed from the date of cumulation of such series to the
date as of which full cumulative dividends are to be computed
(including the elapsed portion of the current dividend period),
less the amount of all dividends paid, or deemed paid, upon such
share.
In the event of the issue of additional Preferred Shares of
any then existing series, all dividends paid on the Preferred
Shares of such series prior to the issuance of such additional
Preferred Shares and all dividends declared and paid to holders
of Preferred Shares of such series of record on any date prior to
such additional issue, shall be deemed to have been paid on the
additional Preferred Shares so issued.
8. Preemptive Rights. Holders of Preferred Shares and
holders of Common Shares shall not have any preemptive,
preferential or other right to subscribe for or purchase or
acquire any shares of any class or any other securities of the
corporation, whether now or hereafter authorized, whether or not
convertible into, or evidencing or carrying the right to
purchase, shares of any class or any other securities now or
hereafter authorized and whether the same shall be issued for
cash, services or property, or by way of dividend or otherwise,
other than such right, if any, as the Board of Directors in its
discretion from time to time may determine. If the Board of
Directors shall offer to the holders of the Preferred Shares or
any of them or to the holders of Common Shares or any of them,
any shares or other securities of the corporation, such offer
shall not in any way constitute a waiver or release of the right
of the Board of Directors subsequently to dispose of other
portions of such shares or securities without so offering the
same to said holders.
9. Consideration. Except as otherwise provided by law, the
Preferred Shares and the Common Shares may be issued for such
consideration and for such corporate purposes as the Board of
Directors may from time to time determine.
10. Voting. Subject to the provisions of applicable law,
or the by-laws of the corporation as from time to time amended,
with respect to the closing of the transfer books or the fixing
of a record date for the determination of shareholders entitled
to a vote, and except as otherwise provided by law or the
Articles of Incorporation as from time to time amended in
accordance with any applicable law, each outstanding Preferred
Share and each outstanding Common Share of the corporation shall
be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders.
11. Conversion. If Preferred Shares of any series are
issued with the privilege of conversion, the holders of Preferred
Shares of such series ("such series") shall have the right, at
their option, to convert such shares into Common Shares of the
corporation at any time on and subject to the following terms and
conditions:
(a) The shares of such series shall be convertible at such
office or offices as the Board of Directors may designate,
into full paid and nonassessable Common Shares (calculated
as to each conversion to the nearest 1/100th of a share) of
the corporation at the conversion price, determined as
hereinafter provided, in effect at the time of conversion,
each share of such series being taken at its stated value
for the purpose of such conversion, such stated value being
determined by the Board of Directors at the time of issuance
of such series. The price at which Common Shares shall be
delivered upon conversion (herein called the "conversion
price") shall be initially the price per Common Share fixed
by the Board of Directors at the time of the establishment
of such series ("initial conversion price"). The conversion
price shall be reduced in certain instances as provided in
Paragraphs (c), (i) and (j) below, and shall be increased in
certain instances as provided in Paragraph (j) below. No
payment or adjustment shall be made upon any conversion on
account of any dividends accrued on the shares of such
series surrendered for conversion or on account of any
dividends on the Common Shares issued upon such conversion.
(b) In order to convert shares of such series into Common
Shares the holder thereof shall surrender at any office
hereinabove mentioned the certificate or certificates
therefor, duly endorsed to the corporation or in blank, and
give written notice to the corporation at said office that
he elects to convert such shares. Shares of such series
shall be deemed to have been converted immediately prior to
the close of business on the day of the surrender of such
shares for conversion as provided above, and the person or
persons entitled to receive the Common Shares issuable upon
such conversion shall be treated for all purposes as the
record holder or holders of such Common Shares at such time.
As promptly as practicable on or after the conversion date,
the corporation shall issue and shall deliver at said office
a certificate or certificates for the number of full Common
Shares issuable upon such conversion, together with a scrip
certificate for, or cash in lieu of, any fraction of a
share, as hereinafter provided, to the person or persons
entitled to receive the same. In case shares of such series
are called for redemption, the right to convert such shares
shall cease and terminate at the close of business on the
date fixed by the Board of Directors pursuant to paragraph 1
hereof for the termination of such conversion rights, unless
default shall be made in payment of the redemption price.
(c) In case the conversion price in effect immediately
prior to the close of business on any day shall exceed by
fifty cents or more the amount determined at the close of
business on such day by dividing:
(1) a sum equal to (i) the number of outstanding
Common Shares at the time of the issuance of such
series multiplied by the initial conversion price,
plus (ii) the aggregate of the amounts of all
consideration received by the corporation upon the
issuance of Additional Common Shares (as hereinafter
defined), minus (iii) the aggregate of the amounts
of all dividends and other distributions which have
been paid or made after the date of issuance of such
series on Common Shares of the corporation, other
than in cash out of its earned surplus or in Common
Shares of the corporation, by
(2) the sum of (i) the number of outstanding Common
Shares at the time of the issuance of such series
and (ii) the number of Additional Common Shares
which shall have been issued,
the conversion price shall be reduced, effective immediately
prior to the opening of business on the next succeeding day,
by an amount equal to the amount by which such conversion
price shall exceed the amount so determined. The foregoing
amount of fifty cents (or such amount as theretofore
adjusted) shall be subject to adjustment as provided in
paragraphs (i) and (j) below, and such amount (or such
amount as theretofore adjusted) is referred to in such
paragraphs as the "Differential Amount."
(d) The term "Additional Common Shares" as used herein
shall mean all Common Shares issued by the corporation after
the date of issuance of such series (including shares deemed
to be "Additional Common Shares" pursuant to paragraph (j)
below), whether or not subsequently reacquired or retired by
the corporation, other than:
(1) shares issued upon conversion of shares of such
series; and
(2) shares issued upon exercise of stock options; and
(3) shares issued by way of dividend or other
distribution on Common Shares excluded from the
definition of Additional Common Shares by the foregoing
clauses (1) and (2) or this clause (3) or on Common
Shares resulting from any subdivision or combination of
Common Shares so excluded.
The sale or other disposition of any Common Shares or
other securities held in the treasury of the corporation
shall not be deemed an issuance thereof.
(e) In case of the issuance of Additional Common Shares for
a consideration part or all of which shall be cash, the
amount of the cash consideration therefor shall be deemed to
be the amount of cash received by the corporation for such
shares (or, if such Additional Common Shares are offered by
the corporation for subscription, the subscription price,
or, if such Additional Common Shares are sold to
underwriters or dealers for public offering without a
subscription offering, the initial public offering price),
without deducting therefrom any compensation or discount in
the sale, underwriting or purchase thereof by underwriters
or dealers or others performing similar services or for any
expenses incurred in connection therewith.
(f) In case of the issuance (otherwise than as a dividend
or other distribution on any stock of the corporation or
upon conversion or exchange of other securities of the
corporation) of Additional Common Shares for a consideration
part or all of which shall be other than cash, the amount of
the consideration therefor other than cash shall be deemed
to be the value of such con-sideration as determined by the
Board of Directors, irrespective of the accounting treatment
thereof. The reclassification of securities other than
Common Shares into securities including Common Shares shall
be deemed to involve the issuance for a consideration other
than cash of such Common Shares immediately prior to the
close of business on the date fixed for the determination of
shareholders entitled to receive such Common Shares.
(g) Additional Common Shares issuable by way of dividend or
other distribution on any class of capital stock of the
corporation shall be deemed to have been issued without
consideration, and shall be deemed to have been issued
immediately prior to the close of business on the date fixed
for the determination of shareholders entitled to receive
such dividend or other distribution, except that if the
total number of shares constituting such dividend or other
distribution exceeds five percent of the total number of
Common Shares outstanding at the close of business on the
date fixed for the determination of shareholders entitled to
receive such dividend or other distribution such Additional
Common Shares shall be deemed to have been issued
immediately after the opening of business on the day
following the date fixed for the determination of
shareholders entitled to receive such dividend or other
distribution.
A dividend or other distribution in cash or in property
(including any dividend or other distribution in securities
other than Common Shares) shall be deemed to have been paid
or made immediately prior to the close of business on the
date fixed for the determination of shareholders entitled to
receive such dividend or other distribution and the amount
of such dividend or other distribution in property shall be
deemed to be the value of such property as of the date of
the adoption of the resolution declaring such dividend or
other distribution, as determined by the Board of Directors
at or as of that date. In the case of any such dividend or
other distribution on Common Shares which consist of
securities which are convertible into or exchangeable for
Common Shares, such securities shall be deemed to have been
issued for a consideration equal to the value thereof as so
determined.
If upon the payment of any dividend or other distribution in
cash or in property (excluding Common Shares but including
all other securities), outstanding Common Shares are
cancelled or required to be surrendered for cancellation, on
a pro rata basis, the excess of the number of Common Shares
outstanding immediately prior thereto over the number to be
outstanding immediately thereafter (less that portion of
such excess attributable to the cancellation of shares
excluded from the definition of Additional Common Shares by
clauses (1), (2) or (3) of paragraph (d) above), shall be
deducted from the sum computed pursuant to clause (2) of
paragraph (c) above for the purposes of all determinations
under such paragraph (c) made immediately prior to the close
of business on the date fixed for the determination of
shareholders entitled to receive such dividend or other
distribution and at any time thereafter.
The reclassification (including any reclassification, upon a
consolidation or merger in which the corporation is the
continuing corporation) of Common Shares into securities
including other than Common Shares shall be deemed to
involve (i) a distribution on Common Shares of such
securities other than Common Shares made immediately prior
to the close of business on the effective date of the
reclassification, and (ii) a combination or subdivision, as
the case may be, of the number of Common Shares outstanding
immediately prior to such reclassification into the number
of Common Shares outstanding immediately thereafter.
(h) In case of the issuance of Additional Common Shares upon
conversion or exchange of other securities of the
corporation, the amount of the consideration received by the
corporation for such Additional Common Shares shall be
deemed to be the total of (i) the amount of the
consideration, if any, received by the corporation upon the
issuance of such other securities, plus (ii) the amount of
the consideration, if any other than such other securities,
received by the corporation (except in adjustment of
interest or dividends) upon such conversion or exchange. In
determining the amount of the consideration received by the
corporation upon the issuance of such other securities (i)
the amount of the consideration in cash and other than cash
shall be determined pursuant to paragraphs (e), (f) and (g)
above, and (ii) if securities of the same class or series of
a class as such other securities were issued for different
amounts of the consideration, or if some were issued for no
consideration, then the amount of the consideration received
by the corporation upon the issuance of each of the
securities of such class or series, as the case may be,
shall be deemed to be the average amount of the
consideration received by the corporation upon the issuance
of all the securities of such class or series, as the case
may be.
(i) In case Additional Common Shares are issued as a
dividend or other distribution on any class of capital stock
of the corporation, the total number of shares constituting
which dividend or other distribution exceeds five percent of
the total number of Common Shares outstanding at the close
of business on the date fixed for the determination of
shareholders entitled to receive such dividend or other
distribution, the conversion price and the Differential
Amount in effect at the opening of business on the day
following the date fixed for such determination shall be
reduced by multiplying each of them by a fraction of which
the numerator shall be the number of Common Shares
outstanding at the close of business on the date fixed for
such determination and the denominator shall be the sum of
such number of shares and the total number of shares
constituting such dividend or other distribution, such
reductions to become effective immediately after the opening
of business on the day following the date fixed for such
determination. For the purpose of this paragraph (i), the
number of Common Shares at any time outstanding shall not
include shares held in the treasury of the corporation but
shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of Common Shares
(other than Common Shares which, upon issuance, would not
constitute Additional Common Shares). The corporation will
not pay any dividend or make any distribution on Common
Shares held in the treasury of the corporation.
(j) In case outstanding Common Shares shall be subdivided
into a greater number of Common Shares, the conversion price
and the Differential Amount in effect at the opening of
business on the day following the day upon which such
subdivision becomes effective shall each be proportionately
reduced, and, conversely, in case outstanding Common Shares
shall each be combined into a smaller number of Common
Shares, the conversion price and the Differential Amount in
effect at the opening of business on the day following the
day upon which such combination becomes effective shall each
be proportionately increased, such reductions or increases
as the case may be, to become effective immediately after
the opening of business on the day following the day upon
which such subdivision or combination becomes effective. In
the event of any such subdivision, the number of Common
Shares outstanding immediately thereafter, to the extent of
the excess thereof over the number outstanding immediately
prior thereto (less that portion of such excess attributable
to the subdivision of shares excluded from the definition of
Additional Common Shares by clauses (1), (2) or (3) of
paragraph (d) above), shall be deemed to be "Additional
Common Shares" and to have been issued immediately after the
opening of business on the day following the day upon which
such subdivision shall have become effective and without
consideration. In the event of any such combination, the
excess of the number of Common Shares outstanding
immediately prior thereto over the number outstanding
immediately thereafter (less that portion of such excess
attributable to the combination of shares excluded from the
definition of Additional Common Shares by clauses (1), (2)
or (3) of paragraph (d) above), shall be deducted from the
sum computed pursuant to clause (2) of paragraph (c) above
for the purposes of all determinations under such paragraph
(c) made on any day after the day upon which such
combination becomes effective. Common Shares held in the
treasury of the corporation and shares issuable in respect
of scrip certificates issued in lieu of fractions of Common
Shares (other than Common Shares which, upon issuance, would
not constitute Additional Common Shares) shall be considered
outstanding for the purposes of this paragraph (j).
(k) Whenever the conversion price is adjusted as herein provided:
(1) the corporation shall compute the adjusted
conversion price in accordance with this paragraph 11
and shall prepare a certificate signed by the Treasurer
of the corporation setting forth the adjusted
conversion price and showing in reasonable detail the
facts upon which such adjustment is based, including a
statement of the consideration received or to be
received by the corporation for, and the amount of, any
Additional Common Shares issued since the last such
adjustment, and such certificate shall forthwith be
filed with the office or offices designated as in
paragraph (a) above; and
(2) a notice stating that the conversion price has
been adjusted and setting forth the adjusted conversion
price shall forthwith be required, and as soon as
practicable after it is required, such notice shall be
mailed to the holders of record of the outstanding
shares of such series; provided, however, that if
within ten days after the completion of mailing of such
notice, an additional notice is required, such
additional notice shall be deemed to be required
pursuant to this clause (2) as of the opening of
business on the tenth day after such completion of
mailing and shall set forth the conversion price as
adjusted at such opening of business and upon the
mailing of such additional notice no other notice need
be given of any adjustment in the conversion price
occurring at or prior to such opening of business and
after the time that the next preceding notice given by
publication and mail became required.
(l) In case:
(1) the corporation shall declare a dividend (or any
other distribution) on its Common Shares payable
otherwise than in cash out of its earned surplus; or
(2) the corporation shall authorize the granting to
the holders of its Common Shares of rights to subscribe
for or purchase any shares of capital stock of any
class or of any other rights; or
(3) of any reclassification of the capital stock of
the corporation (other than a subdivision or
combination of its outstanding Common Shares), or of
any consolidation or merger to which the corporation is
a party and for which approval of any shareholders of
the corporation is required or of the sale or transfer
of all or substantially all of the assets of the
corporation; or
(4) of the voluntary or involuntary dissolution,
liquidation or winding up of the corporation; then the
corporation shall cause to be mailed to the holders of
record of the outstanding shares of such series, at
least twenty days (or ten days in any case specified in
clause (1) or (2) above) prior to the applicable record
date here-inafter specified, a notice stating (x) the
date on which a record is to be taken for the purpose
of such dividend, distribution or rights, or if a
record is not to be taken the date as of which the
holders of Common Shares of record to be entitled to
such dividend, distribution or rights are to be
determined, or (y) the date on which such reclassi-
fication, consolidation, merger, sale, transfer, dis-
solution, liquidation or winding up is expected to
become effective, and the date as of which it is
expected that holders of Common Shares of record shall
be entitled to exchange their Common Shares for
securities or other property deliverable upon such
reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up.
(m) The corporation shall at all times reserve and keep
available, free from preemptive rights, out of its
authorized but unissued Common Shares for the purpose of
effecting the conversion of the shares of such series, the
full number of Common Shares then deliverable upon the
conversion of all shares of such series then outstanding.
(n) No fractional shares of Common Shares shall be issued
upon conversion, but instead of any fraction of a share
which would otherwise be issuable, the corporation shall, at
its option, either
(1) issue non-dividend bearing and non-voting scrip
certificates for such fraction, such certificates to be
in such form and to contain such terms and conditions
as the Board of Directors shall at any time or from
time to time in its discretion fix and determine,
provided that the certificates shall be exchangeable,
within such period (which shall end not less than two
years following the date of issue thereof) as the Board
of Directors shall determine, together with other scrip
certificates issued upon conversion of shares of such
series, for stock certificates representing a full
share or shares, and upon the expiration of such period
shall be exchangeable for cash, as provided in the
scrip certificates, within such further period (which
shall end not less than six years following the date of
issue of such certificates) as the Board of Directors
shall determine; or
(2) pay a cash adjustment in respect of such fraction
in an amount equal to the same fraction of the market
price per Common Share (as determined by the Board of
Directors) at the close of business on the day of
conversion.
(o) The corporation will pay any and all taxes that may be
payable in respect of the issue or delivery of Common Shares
on conversion of shares of such series pursuant hereto. The
corporation shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in
the issue and delivery of Common Shares in name other than
that in which the shares of such series so converted were
registered, and no such issue or delivery shall be made
unless and until the person requesting such issue has paid
to the corporation the amount of any such tax, or has
established, to the satisfaction of the corporation, that
such tax has been paid.
(p) For the purpose of this paragraph 11, the term "Common
Shares" shall include any stock of any class of the
corporation which has no preference in respect of dividends
or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the
corporation, and which is not subject to redemption by the
corporation. However, shares issuable on conversion of
shares of the date of issuance of such series shall include
only shares of the class designated as Common Shares of the
corporation as of the date of issuance of such series, or
shares of any class or classes resulting from any
reclassification or reclassifications thereof and which have
no preference in respect of dividends or of amounts payable
in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the corporation and which are
not subject to redemption by the corporation; provided that
if at any time there shall be more than one such resulting
class, the shares of each such class then so issuable shall
be substantially in the proportion which the total number of
shares of such class resulting from all such
reclassification bears to the total number of shares of all
such classes resulting from all such reclassifications.
ARTICLE THIRD: The number of shares of the corporation
outstanding at the time of the adoption of said amendment or
amendments was 932,000 Common Shares, without par value*; and the
number of shares of each class entitled to vote as a class on the
adoption of said amendment or amendments, and the designation of
each such class were as follows:
Class Number of Shares
*68,000 Common Shares in treasury and not eligible to vote.
ARTICLE FOURTH: The number of shares voted for said
amendment or amendments was 656,881; and the number of shares
voted against said amendment or amendments was 1,776. The number
of shares of each class entitled to vote as a class voted for and
against said amendment or amendments, respectively, was:
Class Number of Shares Voted
For Against
Item 1. On the date of the adoption of this amendment, restating
the articles of incorporation, the corporation had _______ shares
issued, itemized as follows:
Series Number of Par value per share or statement
Class (If Any) of Shares that shares are without par value
Item 2. On the date of the adoption of this amendment restating
the articles of incorporation, the corporation had a stated
capital of $____________ and a paid-in surplus of $__________ or
a total of $____________.
ARTICLE FIFTH: The manner in which the exchange,
reclassification, or cancellation of issued shares, or a
reduction of the number of authorized shares of any class below
the number of issued shares of that class, provided for in, or
effected by, this amendment, is as follows:
ARTICLE SIXTH: Paragraph 1: The manner in which said
amendment or amendments effect a change in the amount of stated
capital or the amount of paid-in surplus, or both, is as follows:
Paragraph 2: The amounts of stated capital and of paid-in
surplus as changed by this amendment are as follows:
Before Amendment After Amendment
Stated capital $ $
Paid-in surplus $ $
IN WITNESS WHEREOF, the undersigned corporation has caused
these Articles of Amendment to be executed in its name by its
President, and its corporate seal to be hereto affixed, attested
by its Secretary, this 21st day of January, 1970.
GENERAL EMPLOYMENT ENTERPRISES, INC.
(Exact Corporate Name)
By: /s/ Herbert F. Imhoff
Its President
ATTEST:
/s/ Leonard L. Levin
Its Secretary
STATEMENT OF RESOLUTION
ESTABLISHING SERIES
GENERAL EMPLOYMENT ENTERPRISES, INC.
(Filed February 20, 1990)
Pursuant to the provisions of "The Business Corporation Act of
1983", the undersigned corporation hereby submits the following
Statement of Resolution Establishing Series.
1. The name of the corporation is
General Employment Enterprises, Inc.
2. The Board of Directors on February 12, 1990 duly adopted the
following resolution establishing and designating one or more
series and fixing and determining the relative rights and
preferences thereof:
RESOLVED, that pursuant to the authority granted to and
vested in the Board of Directors (hereinafter called the "Board
of Directors" or the "Board") of General Employment Enterprises,
Inc. ("the Corporation") in accordance with the provisions of the
Corporation's Articles of Incorporation, the Board of Directors
hereby creates a series of Preferred Shares, without par value
(the "Preferred Shares"), of the Corporation and hereby states
the designation and number of shares, and fixes the relative
rights, preferences and limitations of such series, as follows:
Series A Junior Participating Preferred Shares:
Section 1. Designation and Amount. The shares of such
series shall be designated as "Series A Junior Participating
Preferred Shares" (the "Series A Preferred Shares") and the
number of shares constituting the Series A Preferred Shares shall
be 50,000. Such number of shares may be increased or decreased
by resolution of the Board; provided, that no decrease shall
reduce the number of Series A Preferred Shares to a number less
than the number of shares then outstanding plus the number of
shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any
outstanding securities issued by the Corporation convertible into
Series A Preferred Shares.
Section 2. Dividends and Distributions.
(A) Subject to the rights of the holders of any shares
of any series of Preferred Shares (or any similar shares) ranking
prior and superior to the Series A Preferred Shares with respect
to dividends, the holders of Series A Preferred Shares, in
preference to the holders of Common Shares, without par value
(the "Common Shares"), of the Corporation and of any other junior
share, shall be entitled to receive, when, as and if declared by
the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the first day of
March, June, September and December in each year (each such date
being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the
first issuance of a share or fraction of a Series A Preferred
Share, in an amount per share (rounded to the nearest cent) equal
to the greater of (a) $5.00 or (b) subject to the provision for
adjustment hereinafter set forth, 100 times the aggregate per
share amount of all cash dividends, and 100 times the aggregate
per share amount (payable in kind) of all non-cash dividends or
other distributions, other than a dividend payable in Common
Shares or a subdivision of the outstanding Common Shares (by
reclassification or otherwise), declared on the Common Shares
since the immediately preceding Quarterly Dividend Payment Date
or, with respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share or fraction of a Series A
Preferred Share. In the event the Corporation shall at any time
declare or pay any dividend on the Common Shares payable in
Common Shares, or effect a subdivision or combination or
consolidation of the outstanding Common Shares (by
reclassification or otherwise than by payment of a dividend in
Common Shares) into a greater or lesser number of shares, then in
each such case the amount to which holders of Series A Preferred
Shares were entitled immediately prior to such event under clause
(b) of the preceding sentence shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number
of Common Shares outstanding immediately after such event and the
denominator of which is the number of Common Shares that were
outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or
distribution on the Series A Preferred Shares as provided in
paragraph (A) of this Section immediately after it declares a
dividend or distribution on the Common Shares (other than a
dividend payable in Common Shares); provided that, in the event
no dividend or distribution shall have been declared on the
Common Shares during the period between any Quarterly Dividend
Payment Date and the next subsequent Quarterly Dividend Payment
Date, a dividend of $5.00 per share on the Series A Preferred
Shares shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on
outstanding Series A Preferred Shares from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares,
unless the date of issue of such shares is prior to the record
date for the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue from the date of
issue of such shares, or unless the date of issue is a Quarterly
Dividend Payment Date or is a date after the record date for the
determination of holders of Series A Preferred Shares entitled to
receive a quarterly dividend and before such Quarterly Dividend
Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the Series A Preferred Shares in an
amount less than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro rata on
a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for
the determination of holders of Series A Preferred Shares
entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be not more than 60
days prior to the date fixed for the payment thereof.
Section 3. Voting Rights. The holders of shares of Series
A Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set
forth, each Series A Preferred Share shall entitle the holder
thereof to 100 votes on all matters submitted to a vote of the
stockholders of the Corporation. In the event the Corporation
shall at any time declare or pay any dividend on the Common
Shares payable in Common Shares, or effect a subdivision or
combination or consolidation of the outstanding Common Shares (by
reclassification or otherwise than by payment of a dividend in
Common Shares) into a greater or lesser number of Common Shares,
then in each such case the number of votes per share to which
holders of Series A Preferred Shares were entitled immediately
prior to such event shall be adjusted by multiplying such number
by a fraction, the numerator of which is the number of Common
Shares outstanding immediately after such event and the
denominator of which is the number of Common Shares that were
outstanding immediately prior to such event.
(B) Except as otherwise provided herein, in any other
resolution fixing and determining a series of Preferred Shares or
any similar shares, or by law, the holders of Series A Preferred
Shares and the holders of Common Shares and any other capital
shares of the Corporation having general voting rights shall vote
together as one class on all matters submitted to a vote of
shareholders of the Corporation.
(C) Except as set forth herein, or as otherwise provided by
law, holders of Series A Preferred Shares shall have no special
voting rights and their consent shall not be required (except to
the extent they are entitled to vote with holders of Common
Shares as set forth herein for taking any corporate action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Shares as
provided in Section 2 are in arrears, thereafter and until all
accrued and unpaid dividends and distributions, whether or not
declared, on shares of Series A Preferred Shares outstanding
shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends, or make any other
distributions, on any shares of stock ranking junior (either as
to dividends or upon liquidation, dissolution or winding up) to
the Series A Preferred Shares;
(ii) declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding up)
with the Series A Preferred Shares, except dividends paid ratably
on the Series A Preferred Shares and all such parity stock on
which dividends are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are then
entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the
Series A Preferred Shares, provided that the Corporation may at
any time redeem, purchase or otherwise acquire shares of any such
junior shares in exchange for any shares of the Corporation
ranking junior (either as to dividends or upon dissolution,
liquidation or winding up) to the Series A Preferred Shares; or
(iv) redeem or purchase or otherwise acquire for
consideration any shares of Series A Preferred Shares, or any
shares ranking on a parity with the Series A Preferred Shares,
except in accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of Directors,
after consideration of the respective annual dividend rates and
other relative rights and preferences of the respective series
and classes, shall determine in good faith will result in fair
and equitable treatment among the respective series or classes.
(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration
any shares of the Corporation unless the Corporation could, under
paragraph (A) of this Section 4, purchase or otherwise acquire
such shares at such time and in such manner.
Section 5. Reacquired Shares. Any shares of Series A
Preferred Shares purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but
unissued Preferred Shares and may be reissued as part of a new
series of Preferred Shares subject to the conditions and
restrictions on issuance set forth herein, in the Corporation's
Articles of Incorporation or in any other resolution fixing and
determining a series of Preferred Shares or any similar shares or
as otherwise required by law.
Section 6. Liquidation, Dissolution or Winding Up. Upon
any liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (A) to the holders of shares ranking
junior (either as to dividends or upon liquidation, dissolution
or winding up) to the Series A Preferred Shares unless, prior
thereto, the holders of Series A Preferred Shares shall have
received $1200 per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment, provided that the holders
of shares of Series A Preferred Shares shall be entitled to
receive an aggregate amount per share, subject to the provision
for adjustment hereinafter set forth, equal to 100 times the
aggregate amount to be distributed per share to holders of Common
Shares, or (B) to the holders of shares ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Shares, except
distributions made ratably on the Series A Preferred Shares and
all such parity shares in proportion to the total amounts to
which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event the
Corporation shall at any time declare or pay any dividend on the
Common Shares payable in Common Shares, or effect a subdivision
or combination or consolidation of the outstanding Common Shares
(by reclassification or otherwise than by payment of a dividend
in Common Shares) into a greater or lesser number of Common
Shares, then in each such case the aggregate amount to which
holders of shares of Series A Preferred Shares were entitled
immediately prior to such event under the proviso in clause (A)
of the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of
Common Shares outstanding immediately after such event and the
denominator of which is the number of Common Shares that were
outstanding immediately prior to such event.
Section 7. Consolidation, Merger, etc. In case the
Corporation shall enter into any consolidation, merger,
combination or other transaction in which the Common Shares are
exchanged for or changed into other shares or securities, cash
and/or any other property, then in any such case each share of
Series A Preferred Shares shall at the same time be similarly
exchanged or changed into an amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount of shares, securities, cash and/or any
other property (payable in kind), as the case may be, into which
or for which each Common Share is changed or exchanged. In the
event the Corporation shall at any time declare or pay any
dividend on the Common Shares payable in Common Shares, or effect
a subdivision or combination or consolidation of the outstanding
Common Shares (by reclassification or otherwise than by payment
of a dividend in Common Shares) into a greater or lesser number
of Common Shares, then in each such case the amount set forth in
the preceding sentence with respect to the exchange or change of
Series A Preferred Shares shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of
Common Shares outstanding immediately after such event and the
denominator of which is the number of Common Shares that were
outstanding immediately prior to such event.
Section 8. No Redemption. The Series A Preferred Shares
shall not be redeemable.
Section 9. Rank. The Series A Preferred Shares shall rank,
with respect to the payment of dividends and the distribution of
assets, junior to all series of any other class of the
Corporation's Preferred Shares, unless the terms of any such
series shall provide otherwise.
Section 10. Amendment. The Articles of Incorporation of
the Corporation shall not be amended in any manner which would
materially alter or change the powers, preferences or special
rights of the Series A Preferred Shares so as to affect them
adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding Series A Preferred Shares, voting
together as a single class.
The undersigned corporation has caused this statement to be
signed by its duly authorized officers, each of whom affirm,
under penalties of perjury, that the facts stated herein are
true.
Dated: February 20, 1990 General Employment Enterprises, Inc.
(Exact Name of Corporation)
attested
by: /s/ Nancy C. Frohnmaier by: /s/ Herbert F. Imhoff
(Signature of Secretary) (Signature of President)
Nancy C Frohnmaier, Secretary Herbert F. Imhoff, Chairman of the
Board and President
STATE OF ILLINOIS
DOMESTIC CORPORATION ANNUAL REPORT
Year of 1988
Corporation File No. D 4241-517-1
(Filed November 10, 1988)
1.) Corporate Name General Employment Enterprises, Inc.
Registered Agent c/o Herbert Franklin Imhoff, Jr.
Registered Office One Tower Ln. -Suite 2100 (DuPage)
City, IL, Zip Code Oakbrook Terrace, IL 60181
2.) Agent/Office, Changes Only:
General Employment Enterp
Corporation Name
CT Corporation
Registered Agent
208 S. LaSalle St.
Registered Office - Street Address
Chicago, Cook 60604
City, County, IL, Zip Code
3.) Date Incorporated: 09/28/1962
Federal Employer Identification Number (FEIN): 366097429
4.) The names and addresses of the officers and directors are:
(If officers are directors, so state.)
Name Office Number & Street City,State Zip
Herbert F. Imhoff, President 56 Briarwood Ln. Oak Brook, IL 60521
Director
Nancy C. Frohnmaier Secretary 736 Rohde Ave. Hillside, IL 60162
Herbert F.Imhoff, Jr.,
Director Treasurer 1551 Brandywyn Buffalo Grove, IL 60090
Gen. Walter T. Kerwin, Jr.,
Director 307 Crown View Alexandria, VA 22314
Howard S. Wilcox Director Guaranty Bldg-2nd Fl.Indianapolis, IN 46204
Anthony F. Spadaro Director 8129 Kathryn Ct. Burr Ridge, IL 60521
5.) The type of business actually conducted in Illinois is:
6.) Number of shares authorized and issued as of 06/30/88)
Class Series Par Value Number Authorized Number Issued
Common 5,000,000 1,504,115.00
7a.) The amount of paid-in capital as of 06/30/88 is:
Paid-In Capital $_________________
7b.) The Paid-In Capital as of 06/30/88 on record with the Secretary of
State is: Total $ 2 368 703
8.) By: /s/ Herbert F. Imhoff Vice President 10/28/88
(Any Authorized Officer's Signature) (Title) (Date)
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
GENERAL EMPLOYMENT ENTERPRISES, INC.
(Filed March 29, 1996)
1. Corporate Name: GENERAL EMPLOYMENT ENTERPRISES, INC.
2. Manner of Adoption of Amendment:
The following amendment of the Articles of Incorporation was
adopted February 26, 1996 in the manner indicated below:
X By the shareholders, in accordance with Section
10.20, a resolution of the board of directors having been
duly adopted and submitted to the shareholders. At a
meeting of shareholders, not less than the minimum number of
votes required by statute and by the articles of
incorporation were voted in favor of the amendment.
3. Text of Amendment:
(a) When amendment affects a name change, insert the new
corporate name below:
Article 1: The name of the corporation is
(b) If amendment affects the corporate purpose, the amended
purpose is required to be set forth in its entirety:
Be it resolved that the number of authorized shares of
Common Stock be increased from 5,000,000 to 20,000,000.
