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EXHIBIT 3.4
CERTIFICATE OF CORRECTION
OF THE
CERTIFICATE OF DETERMINATION
OF
ABAXIS, INC.
The undersigned, Donald Stewart, hereby certifies that:
1. He is the Chief Financial Officer and Secretary of Abaxis, Inc., a
California corporation.
2. The instrument being corrected is entitled "CERTIFICATE OF
DETERMINATION OF RIGHTS PREFERENCES, PRIVILEGES AND RESTRICTIONS OF
SERIES D PREFERRED STOCK OF ABAXIS, INC." and said instrument was
filed with the Secretary of State of the State of California on
September 22, 2000.
A. Section 2, subsection 2 of such Certificate of Determination
reads in full as follows:
"Dividends. Each holder of record of a share of Series D
Preferred Stock shall be entitled to receive, out of any assets at the time
legally available therefore, a dividend of Seventy Dollars ($70.00) per share
per annum, payable on April 1st and September 1st of each year but which amount
shall be prorated to the extent a share of Preferred Stock is issued and
outstanding for less than such biannual period. The right to the dividends on
the Series D Preferred Stock described in the preceding sentence shall be
cumulative. The Corporation will pay such dividends either in cash or by issuing
shares of the Corporation's Common Stock ("Common Stock") having the Market
Value (as defined below) equal to such dividends, at the option of the Board of
Directors of the Corporation. If the Corporation elects to pay such dividends by
issuing Common Stock, the "Market Value" of such Common Stock will be the
average of the closing sale prices of the Corporation's Common Stock as reported
on the Nasdaq National Market System for the Five (5) trading days prior to the
record date for such dividend. A holder of Series D Preferred Stock who would
otherwise be entitled to receive a fraction of a share of Common Stock under
this Section 2 (taking into account all shares of Series D Preferred Stock held
by such holder) shall receive, in lieu thereof, an amount equal to the product
of such fractional interest multiplied by the Market Value. No dividends or
distributions shall be made with respect to the Common Stock unless at the same
time an equivalent dividend with respect to the Series D Preferred Stock has
been paid or declared and set apart for payment."
B. Section 2, subsection 2 of such Certificate of Determination, as
corrected, should read in full as follows:
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"Dividends. Each holder of record of a share of Series D
Preferred Stock shall be entitled to receive, out of any assets at the time
legally available therefore, a dividend of Seventy Dollars ($70.00) per share
per annum, payable on April 1st and OCTOBER 1st of each year but which amount
shall be prorated to the extent a share of Preferred Stock is issued and
outstanding for less than such biannual period. The right to the dividends on
the Series D Preferred Stock described in the preceding sentence shall be
cumulative. The Corporation will pay such dividends either in cash or by issuing
shares of the Corporation's Common Stock ("Common Stock") having the Market
Value (as defined below) equal to such dividends, at the option of the Board of
Directors of the Corporation. If the Corporation elects to pay such dividends by
issuing Common Stock, the "Market Value" of such Common Stock will be the
average of the closing sale prices of the Corporation's Common Stock as reported
on the Nasdaq National Market System for the Five (5) trading days prior to the
record date for such dividend. A holder of Series D Preferred Stock who would
otherwise be entitled to receive a fraction of a share of Common Stock under
this Section 2 (taking into account all shares of Series D Preferred Stock held
by such holder) shall receive, in lieu thereof, an amount equal to the product
of such fractional interest multiplied by the Market Value. No dividends or
distributions shall be made with respect to the Common Stock unless at the same
time an equivalent dividend with respect to the Series D Preferred Stock has
been paid or declared and set apart for payment."
C. That said Section 2, subsection 2, as corrected, does not alter
the wording of any resolution or written consent which was
adopted by the Board of Directors or shareholders.
The undersigned further declare under penalty of perjury
under the laws of the State of California that the matters set forth in this
certificate are true and correct of their own knowledge.
Date: January 10, 2001
/s/ Donald Stewart
-------------------------------
Donald Stewart, Chief Financial
Officer and Secretary
