ENDORSED - FILED
In the office of the Secretary of State
of the State of California
JUN 22, 2000
BILL JONES, Secretary of State
CERTIFICATE OF AMENDMENT AND RESTATEMENT
OF ARTICLES OF INCORPORATION OF
HARLYN PRODUCTS, INC.
PURSUANT TO SECTIONS 1400 AND 1401
CALIFORNIA CORPORATIONS CODE
The undersigned hereby certifies that:
1. I am the duly appointed, qualified and acting Chapter 7 Trustee for
HARLYN PRODUCTS, INC., a California corporation (the "Corporation"), pursuant to
a Notice of Appointment filed with the U.S. Bankruptcy Court, Central District
of California, Los Angeles Division (the "Court").
2. The Articles of Incorporation of the Corporation are hereby amended and
restated in their entirety to read as follows:
1. Name. The name of the corporation is AMEXDRUG CORPORATION.
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2. Purpose. The purpose of the corporation is to engage in any lawful act
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or activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the
trust company business or the practice of a profession permitted to be
incorporated by the California Corporations Code.
3. Capital Stock. The corporation is authorized to issue one class of
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capital stock to be designated "Common Stock," par value $,00l per
share, and the total number of authorized shares is 10,000,000.
On the effective date of this amendment, each share of Ten Cents
($10) par value Common Stock outstanding immediately preceding the
effective date of this amendment is hereby combined, converted and
reclassified in one-one hundredth (1/100) of a share of Common Stock,
each with a par value of $.00l.
4. Election of Directors, If the corporation becomes a "listed
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corporation" as such term is defined in Section 301.5 of the
California Corporations Code [or any successor statute], the election
of directors by the shareholders shall not be by cumulative voting.
After becoming a listed corporation, at each election of directors,
each shareholder entitled to vote may vote all the shares held by
that shareholder for each of several nominees for director
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up to the number of directors to be elected and the shareholder may
not cast more votes for any single nominee than the number of shares
held by that shareholder.
5. Director Liability, Indemnification
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(a) The liability of the directors of the Corporation for
monetary damages shall be eliminated to the fullest extent permissible
under California law.
(b) The Corporation is authorized to provide indemnification of
agents (as defined in Section 317 of the Corporations Code) for breach
of duty to the Corporation and its shareholders through bylaw
provisions or through agreements with the agents, or both, in excess
of the indemnification otherwise permitted by Section 317 of the
Corporations Code, subject to the limits of such excess
indemnification set forth in Section 204 of the Corporations Code.
(c) Any amendment, repeal or modification of any provision of
this Article 5 shall not adversely affect any right or protection of
any director or other agent of the Corporation existing at the time of
such amendment, repeal or modification."
3. The foregoing amendment and restatement of Articles of Incorporation has
been made pursuant to Section 1400 of the California Corporations Code and has
been duly approved by the Court's Order re Motion to Approve Sale of Property of
the Estate entered on April 25 2000 pursuant to the applicable provisions of
Title 11 of the United States Code.
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I hereby declare under penalty of perjury under the laws of the State of
California that I have read the foregoing Certificate of Amendment and
Restatement of Articles of Incorporation of Harlyn Products, Inc., and know the
contents thereof, and that the statements therein arc true and correct of my own
knowledge.
Executed at Los Angeles, California, this , 29th day of June, 2000.
/s/ Howard M. Ehrenberg
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Howard M. Ehrenberg
Chapter 7 Trustee for Harlyn Products, Inc.
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SEAL OF THE OFFICE OF THE
SECRETARY OF STATE
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SEAL OF THE OFFICE OF THE
SECRETARY OF STATE
SECRETARY OF STATE
I, BILL JONES, Secretary of State of the State of California, hereby certify:
That the attached transcript of 2 page(2) has been compared with the record
on file in this office, of which it purports to be a copy, and that it is full,
true and correct.
IN WITNESS WHEREOF, I execute this certification and affix the Great Seal
of the State of California this day of
Jul 17, 2000
/s/ Bill Jones
Secretary of State
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THE GREAT SEAL OF THE
STATE OF CALIFORNIA
