Exhibit 3.3
HALIFAX CORPORATION
Articles of Amendment
To
Articles of Incorporation
The following Articles of Amendment were proposed by the Board of
Directors and submitted to and adopted by the shareholders of the
Corporation in accordance with Section 13.1 of the Code of Virginia.
I. The name of the Corporation is "Halifax Corporation."
II. The amendment so adopted is to revise and restate Article III
of the Articles of Incorporation to read as follows:
ARTICLE III
A. The total number of shares of stock of all classes that the
Corporation has authority to issue is 7,500,000, consisting of 6,000,000
shares of common stock, $0.24 par value per share (the "Common Stock"),
and 1,500,000 shares of preferred stock without nominal or par value (the
"Preferred Stock").
B. The Preferred Stock may be issued from time to time in one or
more series.
C. The Board of Directors of the Corporation is authorized to fix,
in whole or in part, the preferences, limitations and relative rights,
within the limits set forth in the Code of Virginia, on any wholly
unissued class of Preferred Stock by the adoption of an amendment of the
Articles of Incorporation as provided for in the relevant provisions of
the Code of Virginia.
III. The date on which the duly constituted members of the Board of
Directors of the Corporation found the Amendment to be in the best
interest of the corporation and directed that it be submitted for
approval and adoption by the shareholders of the corporation was July 10,
1998. Such Amendment was approved and adopted by shareholders of the
corporation after due notice at a meeting of shareholders held September
18, 1998.
IV. The number of shares issued, outstanding and entitled to vote
at the meeting, was 2,013,406, consisting entirely of one class of common
stock, 1,512,648 of which were voted in favor of the proposed Amendment
and 67,347 voted against the proposed Amendment.
Executed in the name of the Corporation by its President and its
Secretary who declare under penalties of perjury that the facts stated
herein are true, correct and complete.
HALIFAX CORPORATION
By:
President
ATTEST:
Secretary
