STATE OF MINNESOTA
EXHIBIT 3.3
OFFICE OF THE SECRETARY OF STATE
AMENDMENT OF
ARTICLES OF INCORPORATION
OF
XATA CORPORATION
Pursuant to the provisions of Minnesota Statutes Section 302A.135, the
following Amendment to the Articles of Incorporation of XATA Corporation, a
Minnesota corporation, was approved and adopted pursuant to Minnesota Statutes
Chapter 302A.
Article 3 of the Restated Articles of Incorporation of the Corporation,
as amended and restated to date, is hereby amended in its entirety to read as
follows:
ARTICLE 3
3.1 This Corporation shall have the authority to issue an
aggregate of twelve million (12,000,000) shares of Common Stock, $.01
par value per share. Such shares shall be designated as this
Corporation's "Common Stock" (the "Shares").
3.2 This Corporation shall have the authority to issue an
aggregate of three hundred thirty-three thousand three hundred
thirty-three (333,333) shares of Preferred Stock, consisting of fifty
thousand (50,000) shares of Series A 8% Convertible Preferred Stock and
two hundred eighty-three thousand three hundred thirty-three (283,333)
shares which may be issued in one or more series as determined from
time to time by the Board of Directors. The shares of Preferred Stock
of any series authorized for issuance by the Board of Directors shall
be senior to the Common Stock with respect to any distribution (as such
term is defined in Section 302A.011, Subd. 10, Minnesota Statutes) if
so designated by the Board of Directors upon issuance of the shares of
that series. The Board of Directors is hereby granted the express
authority to fix by resolution any other designations, powers,
preferences, rights (including, without limitation, voting rights),
qualifications, limitations or restrictions with respect to any
particular series of Preferred Stock prior to issuance thereof.
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3.3 There shall be no cumulative voting by the holders of the
Common Stock.
3.4 The shareholders of this Corporation shall have no
preemptive rights to subscribe for or otherwise acquire (i) any new or
additional shares of stock of this Corporation of any class whether now
authorized or authorized hereafter, or (ii) any options or warrants to
purchase, subscribe for or otherwise acquire any such new or additional
shares of any class, or any shares, bonds, notes, debentures, or (iii)
other securities convertible into or carrying options or warrants to
purchase, subscribe for, or otherwise acquire any such new or
additional shares of any class.
I swear that the foregoing is true and accurate and that I have
authority to sign this document on behalf of the Corporation.
XATA CORPORATION
Dated: November 30, 2000 By /s/ William P. Flies
------------------- --------------------------------------
William P. Flies
Its Chief Executive Officer
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