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EXHIBIT 99(C)
EXHIBIT C
PROPOSED AMENDMENT TO THE CERTIFICATE
OF INCORPORATION OF
SENSORY SCIENCE CORPORATION
Section 4 of the Certificate of Incorporation of the Company shall be amended to
read as follows:
"The total number of shares of capital stock that the Company shall have
authority to issue is: Fifty-five million (55,000,000) shares, consisting of
Fifty Million (50,000,000) shares of common stock, $.001 par value each (the
"Common Stock") and Five Million (5,000,000) shares of preferred stock, $.001
par value each (the "Preferred Stock").
Designation of Classes; Relative Rights, etc. The designation, relative rights,
preferences and limitations of the shares of the Preferred Stock are as follows:
The shares of Preferred Stock may be issued from time to time in one or more
series of any number of shares, provided that the aggregate number of shares
issued and not canceled of any and all such series shall not exceed the total
number of shares of Preferred Stock hereinabove authorized, and with distinctive
serial designations, all as shall hereafter be stated and expressed in the
resolution or resolutions providing for the issuance of such shares of Preferred
Stock from time to time adopted by the Board of Directors pursuant to authority
so to do which is hereby vested in the Board of Directors. Each series of shares
of Preferred Stock (a) may have such voting powers, full or limited, or may be
without voting powers; (b) may be subject to redemption at such time or times
and at such prices; (c) may be entitled to receive dividends (which may be
cumulative or non-cumulative) at such rate or rates, on such conditions and at
such times, and payable in preference to, or in such relation to, the dividends
payable on any other class or classes or series of stock; (d) may have such
rights upon the dissolution of, or upon any distribution of the assets of, the
Company; (e) may be made convertible into or exchangeable for, shares of any
other class or classes or of any other series of the same or any other class or
classes of shares of capital stock of the Company at such price or prices or at
such rates of exchange and with such adjustments; (f) may be entitled to the
benefit of a sinking fund to be applied to the purchase or redemption of shares
of such series in such amount or amounts; (g) may be entitled to the benefit of
conditions and restrictions upon the creation of indebtedness of the Company or
any subsidiary, upon the issuance of any additional shares (including additional
shares of such series or of any other series) and upon the payment of dividends
or the making of other distributions on, and the purchase, redemption or other
acquisition by the Company or any subsidiary of, any outstanding shares of
capital stock of the Company and (h) may have such other relative,
participating, optional or other special rights, qualifications, limitations or
restrictions thereof; all as shall be stated in said resolution or resolutions
providing for the issuance of such shares of Preferred Stock. Shares of
Preferred Stock of any series that have been redeemed (whether through the
operation of a sinking fund or otherwise) or that if convertible or
exchangeable, have been converted into or exchanged for shares of any other
class or classes shall have the status of authorized and unissued shares of
Preferred Stock of the same series and may be reissued as a part of the series
of which they were originally a part or may be reclassified and reissued as part
of a new series of shares of Preferred Stock to be created by resolution or
resolutions of the Board of Directors or as part of any other series of shares
of Preferred Stock, all subject to the conditions or restrictions on issuance
set forth in the resolution or resolutions adopted by the Board of Directors
providing for the issuance of any series of shares of Preferred Stock.
Subject to the provisions of any applicable law or of the By-laws of the Company
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 stockholders entitled to
vote and except as otherwise provided by law or by the resolution or resolutions
providing for the issuance of any series of shares of Preferred Stock, the
holders of outstanding shares of Common Stock shall exclusively possess voting
power for the election of directors and for all other purposes, each holder of
record of shares of Common Stock being entitled to one vote for each share of
Common Stock standing in his or her name on the books of the Company. Except as
otherwise provided by the resolution or resolutions providing for the issuance
of any series of shares of Preferred Stock, the holders of shares of Common
Stock shall be entitled, to the exclusion of the holders of shares of Preferred
Stock of any and all series, to receive such dividends as from time to time may
be declared by the Board of Directors. In the event of any liquidation,
dissolution or winding up of the Company, whether voluntary or involuntary,
after payment shall have been made to the holders of shares of Preferred Stock
of the full amount to which they shall be entitled
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pursuant to the resolution or resolutions providing for the issuance of any
series of shares of Preferred Stock, the holders of Preferred Stock of any and
all series, to share, ratably according to the number of shares of Common Stock
held by them, in all remaining assets of the Company available for distribution
to its stockholders.
Subject to the provisions of this Certificate of Incorporation and except as
otherwise provided by law, the stock of the Company, regardless of class, may be
issued for such consideration and for such corporate purposes as the Board of
Directors may from time to time determine."
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