<PAGE>
EXHIBIT 3.14
AMENDED CERTIFICATE OF
DESIGNATION, PREFERENCES AND RIGHTS
OF
SERIES A PREFERRED STOCK
OF
EPIGEN, INC.
EPIGEN, INC., a corporation organized and existing under the laws of
the State of Delaware (the "Corporation), in accordance with the provisions of
Section 151 of the General Corporation Law of the State of Delaware, does hereby
CERTIFY:
1. The Certificate of Incorporation, as amended, of the Corporation
fixes the total number of shares of all classes of capital stock which the
Corporation shall have authority to issue as Sixty-Five Million (65,000,000)
shares, of which Fifty Million (50,000,000) shares shall be Common Stock, par
value $.001 per share (the "Common Stock"), and Fifteen Million (15,000,000)
shares shall be shares of Preferred Stock, par value $.001 per share (the
"Preferred Stock").
2. The Certificate of Incorporation, as amended, of the Corporation,
expressly grants to the Board of Directors of the Corporation authority to
provide for the issuance of said Preferred Stock in one or more series, with
such voting powers, and with such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, as shall be stated and expressed in the resolution or
resolutions providing for the issue thereof adopted by the Board of Directors as
are not stated and expressed in its Certificate of Incorporation, as amended.
3. Pursuant to authority conferred upon the Board of Directors by the
Certificate of Incorporation, as amended, the Board of Directors, at a meeting
duly held on February 10, 1995, at which a quorum was duly present and acting
throughout, duly authorized and adopted the provisions establishing Series A
Preferred Stock of the Corporation pursuant to a Certificate of Designation,
Preferences and Rights of Series A Preferred Stock filed with the Secretary of
State of Delaware on June 12, 1995. The Board of Directors of the Corporation,
at a meeting duly held on October 20, 1995, at which a quorum was duly present
and acting throughout, duly authorized and adopted certain revisions to the
provisions of such Certificate of Designation, Preferences and Rights of Series
A Preferred Stock and an Amended Certificate of Designation, Preferences and
Rights of Series A Preferred Stock was filed with the Secretary of State of
Delaware on November 20, 1995. The Board of Directors of the Corporation, at a
meeting duly held on December 15, 1995, at which a quorum was duly present and
acting throughout, duly authorized
-5-
<PAGE>
and adopted certain revisions to the provisions of such Certificate of
Designation, Preferences and Rights of Series A Preferred Stock and an Amended
Certificate of Designation, Preferences and Rights of Series A Preferred Stock
was filed with the Secretary of State of Delaware on February 26, 1996. The
Board of Directors of the Corporation, at a meeting duly held on February 8,
1999, at which a quorum was duly present and acting throughout, duly authorized
and adopted certain additional revisions to the provisions of such Certificate
of Designation, Preferences and Rights of Series A Preferred Stock and an
Amended Certificate of Designation, Preferences and Rights of Series A Preferred
Stock was filed with the Secretary of State of Delaware on June 11, 1999. The
Board of Directors of the Corporation, at a meeting duly held on May 3, 2000, at
which a quorum was duly present and acting throughout, duly authorized and
adopted the provisions set forth in the following resolution providing for a
further Amended Certificate of Designation, Preferences and Rights of Series A
Preferred Stock as follows:
RESOLVED, that an issue of a series of the Preferred Stock, par value
$.001 per share, of the Corporation consisting of One Million Five Hundred
Thousand (1,500,000) shares is hereby provided for, and the voting power,
designation, preferences and relative, participating, optional or other special
rights, and the qualifications, limitations or restrictions thereof, are fixed
hereby as follows:
1. DESIGNATION. The designation of such series shall be
"Series A Preferred Stock" (hereinafter referred to as the "Series A
Preferred Stock") and the number of shares constituting such series is
Three Million (3,000,000). The number of authorized shares of Series A
Preferred stock may be increased or reduced by further resolutions of
the board of Directors of the Corporation or any duly authorized
committee thereof and by the filing of a certificate pursuant to the
provisions of the General Corporation Law of the State of Delaware
stating that such increase or reduction has been so authorized, but the
number of shares of Series A Preferred Stock shall not be reduced below
200,000 unless there shall be less than 200,000 shares of Series A
Preferred Stock outstanding, in which case the number of shares of
Series A Preferred Stock may be reduced to a number of shares equal to
the number of such shares outstanding from time to time. Shares of
Series A Preferred Stock may either be evidenced by certificates or may
be uncertificated in the discretion of the Corporation's Board of
Directors; provided, however, that if any such shares are not evidenced
by certificates, the Board of Directors of the Corporation shall cause
to be made in the Corporation's stockholder ledger an entry listing the
name and address of each holder of such shares, the date of issuance of
such shares to each such holder and the number of such shares so
issued.
2. DIVIDENDS. The Series A Preferred Stock shall not be
entitled to any dividend.
3. REDEMPTION. There shall be no mandatory redemption of the
outstanding shares of Series A Preferred Stock. Nothing herein,
however, shall prevent the Corporation from repurchasing or redeeming
any or all of its outstanding shares of Series A Preferred Stock in
accordance with applicable law.
-6-
<PAGE>
4. SHARES TO BE RETIRED. All shares of Series A Preferred
Stock redeemed or purchased by the Corporation shall be retired and
canceled and shall be restored to the status of authorized but unissued
shares of Preferred Stock, without designation as to series, and may
thereafter be issued, but not as shares of Series A Preferred Stock.
5. CONVERSION OR EXCHANGE.
(a) CONVERSION RIGHT. The holders of Series A Preferred Stock
shall have the right at any time to convert all or any portion of such
shares of Series A Preferred Stock into shares of the Corporation's
Common Stock, or such other securities into which such Common Stock
shall have been converted or by which such Common Stock shall have been
replaced, at the rate of two (2) shares of Common Stock for each one
(1) share of Series A Preferred Stock. A holder of shares of Series A
Preferred Stock may elect to convert such shares into Common Stock in a
single transaction or series of transactions; provided, that in any
election involving conversion of less than all of such Holders shares
of Series A Preferred Stock such holder shall elect to convert not less
than twenty percent (20%) of the original amount of such holder's
shares of Series A Preferred Stock.
(b) NOTICE OF CONVERSION. Any holder of outstanding shares of
Series A Preferred Stock may elect to convert such shares of Series A
Preferred Stock into shares of Common Stock by serving written notice
on the Corporation setting forth (1) the number of shares of such
holder's Series A Preferred Stock to be converted; (2) the date by
which such conversion must occur, such date being at least thirty (30)
and not more than sixty (60) days after the date of such notice; (3)
whether such shares of Common Stock are to be evidenced by a single
certificate or multiple certificates (in which latter case the
denominations of such certificates shall also be set forth); and (4) if
such certificates are to be issued in the name or names of a person or
persons other than that of the holder of the Series A Preferred Stock
so converting, the name(s) and address(es) of such other person(s).
(c) ISSUANCE OF CERTIFICATES FOR COMMON STOCK. Promptly
following the effective date of any conversion in accordance with the
written notice from a holder of Series A Preferred Stock, the
Corporation shall issue a certificate or certificates evidencing shares
of Common Stock into which such shares of Series A Preferred Stock have
been converted in accordance with the instructions set forth in such
converting holder's notice to the Corporation.
(d) CERTAIN ADJUSTMENTS.
(i) STOCK DIVIDENDS, SPLITS AND COMBINATIONS. If at any
time or from time to time, the holders of Common Stock
become entitled to receive additional shares or less
shares because of a stock dividend, stock split or
combination of shares, the number of shares of Common
Stock into which
-7-
<PAGE>
outstanding shares of Series A Preferred Stock may be
converted shall be proportionately and correspondingly
adjusted.
(ii) RECLASSIFICATIONS. If at any time or from time to
time, the holders of Common Stock become entitled to
receive a different class of stock (the "Entitlement
Event"), any holder of outstanding shares of Series A
Preferred Stock shall be entitled to receive upon such
holder's conversion of shares of Series A Preferred
Stock after the Entitlement Event for each share of
Common Stock into which shares of Series A Preferred
Stock have been converted the same number and kind of
shares of stock as a holder of shares of the Common
Stock immediately prior to the Entitlement Event was
eligible to receive with respect to such Common Stock
pursuant to the Entitlement Event. This provision shall
include any reclassification in connection with a merger
of another corporation into the Corporation.
(iii) CERTAIN DISTRIBUTIONS. If at any time or from time
to time, the holders of Common Stock become entitled to
receive an extraordinary distribution consisting of
cash, debt securities or property including stock of a
subsidiary as a spin-off or split-off, the Corporation
shall send written notice at least thirty (30) days but
no more than sixty (60) days prior to the record date of
shareholders eligible to receive such distribution to
the holders of shares of Series A Preferred Stock
describing the amount and nature of the distribution,
the time fixed for its payment and any conditions
thereupon, and if such holder does not elect to convert
such holder's shares of Series A Preferred Stock on or
before such record date, the holder of such shares of
Series A Preferred Stock shall not be eligible to
participate in such extraordinary distribution per share
of the Common Stock. An extraordinary distribution shall
mean any distribution other than periodic payments of
cash dividends from profits intended to be regular and
recurring. The value of any extraordinary distribution
shall be conclusively determined in good faith by an
affirmative vote of the Board of Directors of the
Corporation.
(iv) MERGER INTO OR SALE OF ASSETS TO ANOTHER
CORPORATION. If at any time or from time to time, the
holders of the Common Stock become entitled to receive
stock, securities, property or cash (or any combination
of them) by reason of a capital reorganization or
dissolution, liquidation or winding-up of the
Corporation, a merger with, a consolidation of the
Corporation into, a sale of all or substantially all of
the assets of the Corporation to, another corporation
(the "Reorganization Event"), each holder of shares of
Series A Preferred Stock shall be entitled to receive
upon conversion of such shares of Series A Preferred
Stock after the Reorganization Event the same stock,
securities, property or cash (or combination of them) as
a holder of the same number of shares of the Common
Stock into which such shares of Series A Preferred Stock
was convertible immediately prior to the Reorganization
Event was eligible to receive with respect to such
Common Stock pursuant to the Reorganization Event.
(v) NOTICE OF ADJUSTMENTS. Upon any adjustment as herein
described, then, and in each such case, the Corporation,
within 10 days thereafter, shall give notice thereof to
each record holder of shares of Series A Preferred Stock
stating the adjustment
-8-
<PAGE>
in the number of shares of Common Stock into which such
holder's shares of Series A Preferred Stock may be
converted and setting forth in reasonable detail the
method of calculating and the facts (including a
statement of the consideration received or deemed to
have been received by the Corporation for any shares of
Common Stock) upon which such calculation is based.
(e) GENERAL. The Corporation will not, by amendment of its
certificate of incorporation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Section 5, but will at all
times in good faith assist in the carrying out of all such terms and in
the taking of all such action as may be necessary or appropriate in
order to protect the rights of the holders of Series A Preferred Stock.
The Corporation will take all such action as may be necessary or
appropriate in order that the Corporation may validly and legally issue
fully paid and non-assessable shares of Common Stock or other
securities into which outstanding shares of Series A Preferred Stock
may be converted upon the exercise of any conversion granted herein.
The Corporation will not (1) issue any capital stock of any class which
is preferred as to dividends or as to the distribution of assets upon
voluntary or involuntary dissolution, liquidation or winding up, unless
the rights of the holders thereof shall be limited to a fixed sum or
percentage of par value in respect of participation in dividends and in
any such distribution of assets; and (2)(i) transfer all or
substantially all of its properties and assets to any other entity or
(ii) consolidate with or merge into any other entity where the
Corporation is not the continuing or surviving entity, or (iii) permit
any other entity to consolidate with or merge into the Corporation
where the Corporation is the continuing or surviving entity unless, in
connection with such consolidation or merger, unless the conversion
rights granted hereby shall survive and apply to the Common Stock, or
other securities of the Corporation into which such shares of Series A
Preferred Stock can be converted, then issuable as a result of such
transaction.
6. VOTING RIGHTS.
(a) GENERALLY. The holders of shares of Series A Preferred
Stock originally issued by the Corporation(the "Initial Holders") shall
be entitled, at all meetings of the stockholders of the Corporation and
on all occasions where stockholders are entitled to vote or give their
consent, to thirty (30) votes for each share of Series A Preferred
Stock owned by them; provided, however, that upon sale, gift or
transfer of such shares by an Initial Holder, whether voluntarily,
involuntarily, by operation of law including, without limitation,
bankruptcy, appointment of a guardian, committee of an incompetent,
conservator or custodian or otherwise (but not including by devise,
bequest, the laws of inheritance or descent in which case the persons
taking such shares of Series A Preferred Stock under such circumstances
shall be entitled to such thirty (30) votes per share), such shares of
Series A Preferred Stock shall be entitled to, at all meetings of the
stockholders of the Corporation and on all occasions where stockholders
are entitled to vote or give their consent, to one vote for each share
of Series A Preferred Stock. The holders of shares of Series A
Preferred Stock shall vote with the holders of shares of Common Stock
-9-
<PAGE>
as a single class, except to the extent that holders of Common Stock or
holders of Series A Preferred Stock shall be entitled to vote as a
separate class pursuant to the General Corporation Law of the State of
Delaware.
(b) RESTRICTIONS ON CREATION OF ADDITIONAL CLASSES OR SERIES
OF PREFERRED STOCK. Notwithstanding any other provision of the
Certificate of Incorporation, without the vote or consent of the
holders of a least a majority of the then outstanding shares of Series
A Preferred Stock, the Corporation shall not (i) create or issue or
increase the authorized number of shares of any class or classes or
series of stock ranking prior to or in parity with the Series A
Preferred Stock upon liquidation, (ii) amend or alter or repeal any of
the provisions of the Certificate of Incorporation so as to affect
adversely the preferences or rights of the Series A Preferred Stock or
(iii) authorize any reclassification of the Series A Preferred Stock.
7. LIQUIDATION PREFERENCE. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation,
the holders of the Series A Preferred Stock shall entitled to receive
out of the assets of the Corporation available for distribution to
stockholders, before any distribution of assets shall be made to the
holders of Common Stock or of any other shares of stock of the
Corporation ranking as to such distribution junior to the Series A
Preferred Stock, an amount equal to $1.00 per share. If upon any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the amounts payable with respect to the Series A Preferred
Stock and any other shares of stock of the Corporation ranking as to
any such distribution on a parity with the Series A Preferred Stock are
not paid in full, the holders of the Series A Preferred Stock and of
such other shares shall share ratable in any such distribution of
assets of the Corporation in proportion to the full respective
preferential amounts to which they are entitled. After payment to the
holders of the Series A Preferred Stock of the full preferential
amounts provided for in this Section 7, the holders of the Series A
Preferred Stock shall be entitled to no further participation in any
distribution of assets by the Corporation. The consolidation or merger
of the Corporation with or into any other corporation, or the sale of
substantially all of the assets of the Corporation in consideration for
the issuance of equity securities of another corporation, shall not be
regarded as a liquidation, dissolution or winding up of the Corporation
within the meaning of this Section 7, but only if such consolidation,
merger or sale of assets shall not in any way impair the voting power,
preferences or special rights of the Series A Preferred Stock.
8. LIMITATIONS ON DIVIDENDS ON JUNION RANKING STOCK. So long
as any Series A Preferred Stock shall be outstanding, the Corporation
shall not declare any dividends on other class or series of Preferred
Stock of the Corporation ranking as to dividends or distributions of
assets junior to the Series A Preferred Stock (any such junior ranking
stock being herein referred to as "Junior Stock"), or make any payment
on account of, or set apart money for, a sinking or other analogous
fund for the purchase, redemption or other retirement of any shares of
Junior Stock, or make any distribution in respect thereof, whether in
cash or property or in obligations or stock of the Corporation, other
than Junior Stock
-10-
<PAGE>
(such dividends, payments, setting apart and distributions being herein
called "Junior Stock Payments"), unless all of the conditions set forth
in the following subsections (a) and (b) shall exist at the date of
such declaration in the case of any such dividend, or the date of such
setting apart in the case of any such fund, or the date of such payment
or distribution in the case of any other Junior Stock Payment:
(a) Full cumulative dividends shall have been paid or declared
and set apart for payment upon all outstanding shares of Preferred
Stock other than Junior Stock; and
(b) The Corporation shall not be in default or in arrears with
respect to any sinking or other analogous fund or any call for tenders
obligation or other agreement for the purchase, redemption or other
retirement of any shares of Preferred Stock other than Junior Stock.
9. RESTRICTIONS ON TRANSFER.
(a) RESTRICTIONS ON TRANSFER. Neither the Series A Preferred
Stock, nor any interest therein, shall be transferable except upon the
conditions specified in this Section 9, which conditions are intended
to ensure compliance with the Securities Act of 1933, as amended (the
"Securities Act") and all applicable state securities laws in respect
of the transfer of any such securities or any interest therein.
(b) RESTRICTIVE LEGEND. Each certificate, if shares of Series
A Preferred Stock shall issued in certificated form, shall (unless
otherwise permitted by the provisions of this Section 9) include a
legend in a form similar to the following:
NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES INTO WHICH THEY ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND NEITHER SUCH SECURITIES NO
ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM
UNDER SUCH ACT, APPLICABLE STATE SECURITIES LAWS AND THE RULES AND
REGULATIONS THEREUNDER. BY ACCEPTANCE OF THIS CERTIFICATE, THE HOLDER
HEREOF REPRESENTS THAT IT IS ACQUIRING THESE SECURITIES FOR INVESTMENT
AND AGREES TO COMPLY IN ALL RESPECTS WITH SECTION 9 OF THE CERTIFICATE
OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A PREFERRED STOCK OF
THE CORPORATION, A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN
REQUEST MADE BY THE HOLDER OF RECORD OR THIS CERTIFICATE TO THE
SECRETARY OF THE CORPORATION AT ITS PRINCIPAL EXECUTIVE OFFICE.
(c) STOP TRANSFER LEGEND. If shares of Series A Preferred
Stock shall issued in uncertificated form (unless otherwise permitted
by the provisions of this Section 9) , the Corporation shall cause its
agent for transfer of its securities to place a "stop transfer"
-11-
<PAGE>
legend on the Corporation's stock transfer ledger or other similar
records prohibiting the transfer of the shares of Series A Preferred
Stock or securities into which such shares have been converted unless
the holder thereof shall have complied with the provisions of this
Section 9.
(d) NOTICE OF PROPOSED TRANSFER. Each holder of shares of
Series A Preferred Stock, by his acceptance of such shares, agrees to
comply in all respects with the provisions of this Section 9. Prior to
any proposed transfer of any shares of Series A Preferred Stock or
Common Stock underlying the Series A Preferred Stock, except in the
case of registration thereof pursuant to the Securities Act of 1933, as
amended, the holder thereof shall give written notice to the
Corporation of such holder's intention of effect such transfer. Each
such notice shall describe the manner and circumstances of such
transfer in reasonable detail, and shall be accompanied by (i) a
written opinion of counsel reasonable satisfactory to the Corporation,
addressed to the Corporation, to the effect that the proposed transfer
may be effected without registration of the Series A Preferred Stock or
the Common Stock underlying the Series A Preferred Stock, or (ii)
written assurance from the Securities Exchange Commission ("SEC") that
the SEC will not recommend any action be taken by it in the event such
transfer is effected without registration under such Act. Such proposed
transfer may be effected only if the Corporation shall have received
such notice and such opinion of counsel or written assurance, whereupon
the holder of such shares of Series A Preferred Stock or Common Stock
underlying such shares of Series A Preferred Stock shall be entitled to
transfer such shares of Series A Preferred Stock or Common Stock
underlying such shares of Series A Preferred Stock in accordance with
the terms of such notice. Each certificate evidencing shares of Series
A Preferred Stock or shares of Common Stock underlying shares of Series
A Preferred Stock so transferred shall bear the legend set forth in
Section 9(b) hereof, and each uncertificated share of Series A
Preferred Stock so transferred shall have entered against it in the
Corporation's stock transfer ledger or other similar records a "stop
transfer" legend, except that either such legend may be removed if the
opinion of counsel or written assurance is to the further effect that
no such legend nor the restrictions on transfer in this Section 9 are
required in order to ensure compliance with such Act.
10. PREEMPTIVE RIGHTS. The holders of shares of Series A
Preferred Stock shall not be entitled to any preemptive or preferential
rights for the subscription to any shares of any capital stock of the
Corporation.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Donald C. Fresne, its President, who affirms, under penalties of
perjury, that this Certificate is the act and deed of the Corporation and that
the facts stated herein are true, as of the 7th day of June, 2000.
EPIGEN, INC.
By:/s/ Donald C. Fresne
----------------------
Name: Donald C. Fresne
Title: President
-12-
