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EXHIBIT 5.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
FAMILY HEALTH SYSTEMS, INC.
FAMILY HEALTH SYSTEMS, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of FAMILY HEALTH
SYSTEMS, INC. resolutions were duly adopted setting forth a proposed amendment
of the Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "FIRST" so that, as amended
said Article shall be and read as follows:
"The name of the corporation is ARMITEC, INC."
SECOND: That at a meeting of the Board of Directors of FAMILY HEALTH
SYSTEMS, INC. resolutions were duly adopted setting forth a proposed amendment
of the Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof "FOURTH" so that, as amended said
article shall be and read as follows:
"The amount of total authorized capital stock of the
corporation shall be divided into 50,000,000 shares of common stock
having a par value of $.0016 each."
THIRD: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
FOURTH: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
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IN WITNESS WHEREOF, said FAMILY HEALTH SYSTEMS, INC. has caused this
certificate to be signed by its Authorized Officer this 29th day of August,
2000.
By /s/ Donald C. Carman
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Name Donald C. Carman
----------------------------
Title Chairman of Board
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5.1-2
