EXHIBIT 3.7
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
HENLEY HEALTHCARE, INC.
Henley Healthcare, Inc. (the "Corporation"), pursuant to the provisions of
Article 4.04 of the Texas Business Corporation Act (the "TBCA"), hereby adopts
the following Articles of Amendment to its Articles of Incorporation.
ARTICLE ONE
The name of the Corporation is Henley Healthcare, Inc.
ARTICLE TWO
The following amendment to the Articles of Incorporation of the
Corporation was adopted by the shareholders of the Corporation on August 29,
2000 at the Corporation's Annual Meeting of Shareholders. The amendment affects
Article Four (concerning the Corporation's authorized capital stock).
Article Four is amended and restated in its entirety as follows:
"ARTICLE FOUR
The Corporation shall have the authority to issue two classes of
shares, to be designated respectively, "Preferred Stock" and "Common
Stock." The total number of shares which the Corporation is authorized to
issue is 60,000,000. The number of Preferred shares authorized is
10,000,000 and the par value of each such share is Ten Cents ($.10). The
number of Common shares authorized is 50,000,000, and the par value of
each such share is One Cent ($.01).
The Preferred Stock may be issued in one or more series. The Board
of Directors is hereby authorized to fix or alter by resolution or
resolutions, the designations, preferences, and relative participating,
optional or other special rights of the shares of each such series and the
qualifications, limitations or restrictions thereon, including, but not
limited to, determination of the dividend rights, dividend rates,
conversion rights, voting rights and rights in terms of redemption."
<PAGE>
ARTICLE THREE
The number of shares of the Corporation outstanding at the time of such
adoption was 7,866,802 and the number of shares entitled to vote thereon was
7,866,802.
ARTICLE FOUR
The number of shares of the Corporation voted for the amendment was
5,770,500 and the number of shares of the Corporation voted against the
amendment was 218,159.
IN WITNESS WHEREOF, the undersigned Executive Vice President-Finance,
Chief Accounting Officer and Secretary of the Corporation hereby executes these
Articles of Amendment on this 30th day of August, 2000.
HENLEY HEALTHCARE, INC.
/s/ JAMES L. STURGEON
------------------------------------------
James L. Sturgeon,
EXECUTIVE VICE PRESIDENT-FINANCE,
CHIEF ACCOUNTING OFFICER AND SECRETARY
-2-
