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EXHIBIT 2.2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
LITHIUM TECHNOLOGY CORPORATION
Lithium Technology Corporation, a corporation duly organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify that:
I. The amendment to the Corporation's Certificate of Incorporation set
forth below was duly adopted in accordance with the provisions of Section 242
and has been consented to in writing by the stockholders, and written notice has
been given, in accordance with Section 228 of the General Corporation Law of the
State of Delaware.
II. Article Fourth of the Corporation's Certificate of Incorporation is
amended to read in its entirety as follows:
FOURTH: The total number of shares of stock which the Corporation shall have
authority to issue is 125,100,000 shares, composed of 125,000,000 shares of
common stock, par value $0.01 per share ("Common Stock"), and 100,000 shares of
preferred stock, par value $0.01 per share ("Preferred Stock").
(1) Shares of Preferred Stock may be issued from time to time in one or
more series, each such series to have distinctive serial designations, as shall
hereafter be determined in the resolution or resolutions providing for the issue
of such Preferred Stock from time to time adopted by the Board of Directors
pursuant to authority to do so which is hereby vested in the Board of Directors.
(2) Each series of Preferred Stock
(i) may have such number of shares;
(ii) may have such voting powers, full or limited, or may be
without voting powers;
(iii) may be subject to redemption at such time or times and at
such prices;
(iv) may be entitled to receive dividends (which may be
cumulative or noncumulative) at such rate or rates, on such
conditions, from such date or dates, 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;
(v) may have such rights upon the dissolution of, or upon any
distribution of the assets of, the Corporation;
(vi) 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 stock of the
Corporation at such price or prices or at such rates of
exchange, and with such adjustments;
(vii) may be entitled to the benefit of a sinking fund or
purchase fund to be applied to the purchase or redemption
of shares of such series in such amount or amounts;
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(viii) may be entitled to the benefit of conditions and
restrictions upon the creation of indebtedness of the
Corporation or any subsidiary, upon the issue of any
additional stock (including additional shares of such
series or of any other series) and upon the payments of
dividends or the making of other distributions on, and the
purchase, redemption or other acquisition by the
Corporation or any subsidiary of any outstanding stock of
the Corporation; and
(ix) may have such other relative, participating, optional or
other special rights, and qualifications, limitations, or
restrictions thereof;
all as shall be stated in said resolution or resolutions of the Board of
Directors providing for the issued of such Preferred Stock. Except where other
wise set forth in the resolution or resolutions adopted by the Board of
Directors providing for the issue of any series of Preferred Stock, the number
of shares constituting such series may be increased or decreased (but not below
the number of shares then outstanding) from time to time by like action of the
Board of Directors.
(3) Shares of any series of Preferred Stock which have been redeemed
(whether through the operation of a sinking fund or otherwise) or purchased by
the Corporation or which, if convertible or exchangeable, have been converted
into or exchanged for shares of stock of any other class or classes shall have
the status of authorized and unissued shares of Preferred Stock any may be
reissued as part of the series of which they were originally a part or may be
reclassified and reissued as part of a new series of Preferred Stock to be
created by resolution or resolutions of the Board of Directors or as part of any
other series 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 issue of any series of Preferred Stock any to any
filing required by law.
(4) Except as otherwise provided by law or by the resolution or
resolutions of the Board of Directors providing for the issue of any series of
the Preferred Stock, the Common Stock shall have the exclusive right to vote for
the election of Directors and for all other purposes, each holder of the Common
Stock being entitled to one vote for each share held.
Subject to all of the rights of the Preferred Stock or any
series thereof, the holders of the Common Stock shall be entitled to receive,
when, as and if declared by the Board of Directors, out of funds legally
available therefor, dividends payable in cash, stock or otherwise.
Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, and after the holders of the
Preferred Stock of each series shall have been paid in full the amounts to which
they respectively shall be entitled, or a sum sufficient for such payment in
full shall have been set aside, the remaining net assets of the Corporation
shall be distributed pro rata to the holders of the Common Stock in accordance
with their respective rights and interest, to the exclusion of the holders of
the Preferred Stock.
In WITNESS WHEREOF, Lithium Technology Corporation has caused this
Certificate to be executed by David J. Cade, its authorized officer, on this
15th day of June, 2000.
/s/ David J. Cade
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David J. Cade, Chairman and
Chief Executive Officer
