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EXHIBIT 3.3
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
FLIGHTSERV.COM
FLIGHTSERV.COM (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify:
FIRST: That, the Board of Directors of the Corporation
unanimously adopted a resolution setting forth a proposed amendment to the
Certificate of Incorporation of the Corporation, declaring said amendment to be
advisable, and directing that said amendment be presented to the stockholders of
the Corporation for consideration by the stockholders. The resolution setting
forth the proposed amendment is as follows:
"NOW THEREFORE BE IT RESOLVED, that the Certificate of Incorporation of
the Corporation be amended to increase the number of authorized shares
of capital stock of the Corporation and that such amendment be effected
by deleting Article IV of the Certificate of Incorporation in its
entirety and substituting in lieu thereof:
"IV: (A) The aggregate number of shares of stock of all
classes which the Corporation shall have authority to issue is
110,000,000 shares, of which 100,000,000 shares shall be
common stock of the par value of $.04 per share (the "Common
Stock") and 10,000,000 shares of preferred stock of the par
value of $.01 per share (the "Preferred Stock").
(B) The Board, or a duly authorized committee thereof, is
authorized, subject to limitations prescribed by law and the
provisions of this Article IV, to provide for the issuance of
the shares of Preferred Stock in series, and by filing a
certificate pursuant to the applicable law of the State of
Delaware, to establish from time to time the number of shares
to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of
each such series and the qualifications, limitations or
restrictions thereof. The authority of the Board with respect
to each series shall include but nor be limited to,
determination of the following:
(1) the number of shares constituting that
series and the distinctive designation of
that series;
(2) the dividend rate on the shares of that
series, whether dividends shall be
cumulative, and, if so, from which
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date or dates, and the relative rights of
priority, if any, of payment of dividends on
shares of that series;
(3) whether that series shall have voting
rights, in addition to the voting rights
provided by law, and , if so, the terms of
such voting rights;
(4) whether that series shall have conversion
privileges, and, if so, the terms and
conditions of such conversion, including
provision for adjustment of the conversion
rate in such events as the Board shall
determine;
(5) whether or not the shares of that series
shall be redeemable, and, if so, the terms
and conditions of such redemption, including
the date or date upon or after which they
shall be redeemable, and the amount per
share payable in case of redemption, which
amount may vary under different conditions
and at different redemption dates;
(6) whether that series shall have a sinking
fund for the redemption or purchase of that
series, and if so, the terms and amount of
such sinking fund;
(7) the rights of the shares of that series in
the event of voluntary or involuntary
liquidation, dissolution or winding up of
the Corporation, and the relative rights of
priority, if any, of payment of shares of
that series; and
(8) any other relative rights, preferences and
limitations of that series.
Dividends on outstanding shares of Preferred Stock shall be
paid or declared and set apart for payment before any
dividends shall be paid or declared and set apart for payment
on the Common Stock with respect to the same dividend period.
If upon any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, the assets available for
distribution to holder of shares of Preferred Stock of all
series shall be insufficient to pay such holders the full
preferential amount to which they are entitled, then such
assets shall be distributed ratably among the shares of all
series of Preferred Stock in accordance with the respective
preferential amounts (including unpaid cumulative dividends,
if any) payable with respect thereto.
SECOND: That the foregoing resolution has been adopted by the
a majority of the holders of record of all the outstanding stock of the
Corporation entitled to vote thereon.
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THIRD: That the aforesaid amendment was duly adopted in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this
certificate to be signed as of this 11th day of July, 2000.
FLIGHTSERV.COM
By:
------------------------
Todd Bottorff, President
