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EXHIBIT 3.3
CERTIFICATE OF AMENDMENT OF
RESTATED ARTICLES OF INCORPORATION OF
J2 COMMUNICATIONS
James Jimirro and Gary Cowan, respectively, certify that:
1. Messrs. Jimirro and Cowan are the president and Chief
Financial Officer, respectively, of J2 Communications, a California corporation
(the "Corporation").
2. The Board of Directors of the Corporation has approved
amending Article (IV) (a) of the Articles of Incorporation in the entirety as
follows:
IV. Capital.
(a) The corporation is authorized to issue two (2)
classes of shares designated as "Preferred
Stock" and "Common Stock" respectively. The
number of shares of Preferred Stock authorized
to be issued is 2 million (2,000,000) and the
number of shares of Common Stock authorized to
be issued is 15 million (15,000,000).
3. This amendment has been approved by the required vote of the
shareholders in accordance with Sections 902 and 903 of the California
Corporations Code. The Corporation has not issued any preferred stock, and thus
has only one class of stock outstanding, its Common Stock. Each outstanding
share of common stock is entitled to one vote. The Corporation had 1,939,400
shares of Common Stock outstanding. The number of shares of Common Stock voting
in favor of the amendment exceed the vote required, in that the affirmative vote
of 1,074,014 shares, or 55% approved the amendment.
/s/James Jimirro
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James Jimirro, President
/s/Gary Cowan
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Gary Cowan, Chief Financial Officer
Each of James Jimirro and Gary Cowan declare under penalty of perjury
under the laws of the State of California that they have read the foregoing
certificate and know the contents thereof and that the same is true of their own
knowledge.
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Dated: July 9, 1993 /s/James Jimirro
James Jimirro
/s/Gary Cowan
Gary Cowan
