ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
REGENESIS HOLDINGS, INC.
Pursuant to the Florida General Corporation Law
Regenesis Holdings, Inc. hereby files this AMENDMENT TO THE ARTICLES OF
INCORPORATION pursuant to Sections 607.0602 and 607.1002 of the Florida Business
Corporation Act:
A. The name of the Corporation is Regenesis Holdings, Inc. (the
"Corporation"),
B. The following Amendment to the Articles of Incorporation was
adopted by all of the Directors of the Corporation on September 29,
2000 in the manner prescribed by Section 607.1002 of the Act:
RESOLVED, that Article I of the Corporation's Articles of
Incorporation shall be amended in its entirety to read as follows:
ARTICLE I
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The name of the Corporation is FuelNation Inc.
C. The Board of Directors of the Company shall consist of up to 9
members, who shall serve as directors until resignation or until
his successor is duly elected and qualified.
D. The Corporation's current officers and directors are:
Name Position
Russell B. Adler Director
Edwin Ruh Director
Joel Brownstein Director, CFO
Chris Salmonson Chairman, President, CEO
Robert Simmons Director
E. The Certificate of Incorporation is hereby amended by striking out
the preamble of Article III and Section III.A. entitled Provisions
Related to the Preferred Stock in its entirety, and substituting in
lieu thereof the new Article III preamble and Section III.A. as set
forth below, and the prior Amendment to the Articles of
Incorporation filed February 12, 1999, is hereby amended by
correcting the references in Section D thereof which incorrectly
refer to Article 4 by changing all references to Article 4 to
Article III.A, which shall provide as follows:
ARTICLE III
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The aggregate number of shares of all classes of stock which the
Corporation is authorized to have outstanding at any one time is
110,000,000 shares, of which 10,000,000 shares shall be preferred
stock, par value $.01 per share, issuable in one or more classes or
series (the "Preferred Stock"), and 100,000,000 shares shall be
Common Stock, par value $.01 per share (the "Common Stock"). All or
any part of the Common Stock and Preferred Stock may be issued by
the Corporation from time to time and for such consideration as the
Board of Directors may determine. All of such shares, if and when
issued, and upon receipt of such consideration by the Corporation,
shall be fully paid and non-assessable.
Except as otherwise required by law each holder of Common Stock
shall be entitled to one vote for each share standing in such
person's name on the books of the Corporation. Subject to the
rights of any outstanding shares of Preferred Stock having
preferential dividend rights, holders of Common Stock are entitled
to such dividends as may be declared by the Board of Directors out
of funds lawfully available therefor. Upon any liquidation,
dissolution or winding up the affairs of the Corporation, holders
of Common Stock are entitled to receive pro rata the remaining
assets of the Corporation, after the holders of outstanding shares
of Preferred Stock having preferential rights to such assets have
received in full the distributions to which they are entitled.
(A) PROVISIONS RELATED TO PREFERRED STOCK
1. GENERAL.
The Board of Directors is authorized to adopt
resolutions at any time and from time to time dividing
the Preferred Stock into one or more classes or
series, which classes or series may have such voting
powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating,
optional or other special rights, and qualifications,
limitations or restrictions as the Board may specify
in such resolutions and as may now or hereafter be
permitted by Florida law.
<PAGE>
2. DESIGNATION AND INITIAL NUMBER.
The next series of Preferred Stock hereby classified
shall be designated "Series D Preferred Stock." The
initial number of authorized shares of the Series D
Preferred Stock shall be up to 9,300,000 shares. Upon
issuance of the shares of Series D Preferred Stock an
amount at least equal to the par value shall be the
stated capital of the Company.
3. VOTING RIGHTS.
Holders of the shares of Series D Preferred Stock
shall be entitled to full voting rights, share for
share, with the then outstanding Common Stock as well
as any other class or series of stock of the Company
which have general voting power with the Common Stock
concerning any matter being voted upon. Except as so
provided, shares of Series D Preferred Stock shall at
no time be entitled, as a series, class or otherwise,
to any other or special or restrictive voting rights
of any kind whatsoever, except as then and when and to
the extent required by applicable law.
4. CONVERSION PRIVILEGE.
The holders of the Series D Preferred Stock shall have
the right to convert the shares into shares of the
Company's Common Stock, par value $.01 per share, on
the following terms and conditions:
a. Each share of Series D Preferred Stock shall be
convertible as stated herein, into ten (10) fully paid
and non-assessable shares of Common Stock.
<PAGE>
b. Upon presentation and surrender to the Company ( or
any office or agency maintained for the transfer of
the Series D Preferred Stock) of certificates of
Series D Preferred Stock to be so converted, duly
endorsed in blank for transfer or accompanied by
proper instruments of transfer in blank, all bearing
medallion guaranteed signature(s) of the holders and
accompanied by written notice of conversion (the
"Conversion Notice"), the holder of such shares of
Series D Preferred Stock shall be entitled, subject to
the limitations contained herein, to receive in
exchange therefor a certificate or certificates
representing such number of fully paid and
non-assessable shares of Common Stock which shall
represent the number of shares of Series D Preferred
Stock issuable upon such conversion. The shares of
Series D Preferred Stock shall be deemed to have been
converted, and the person converting the same to have
become the holder of record of Common Stock, for all
purposes as of the date of delivery of the Conversion
Notice.
c. The Company shall, so long as any of the shares of
Series D Preferred Stock are outstanding, reserve and
keep available out of its authorized and unissued
Common Stock, solely for the purpose of effecting the
conversion of the shares of Series D Preferred Stock,
such number of shares of Common Stock as shall from
time to time be sufficient to effect the conversion of
all of the shares of Series D Preferred Stock then
outstanding.
d. The Company shall not issue any fraction of a share
of Common Stock upon any conversion, but shall round
up the number of shares of Common Stock issuable upon
such conversion to the next highest whole share.
5. REDEMPTION.
The shares of Series D Preferred Stock are redeemable
at any time at the sole option of the Company at a
redemption price to be negotiated by the parties.
6. DIVIDENDS.
The shares of Series D Preferred Stock shall be paid
dividends from time to time as determined in the sole
discretion of the Board of Directors out of funds
legally available for the payment of dividends by the
Company.
7. LIQUIDATION.
In the event of any voluntary or involuntary
dissolution or winding up of the Company, the holders
of shares of Series D Preferred Stock then outstanding
shall be entitled to be paid out of the assets of the
Company available for distribution to its shareholders
an amount per share equal to $.01 without interest,
and no more, before any payment shall be made to the
holders of any stock of the Company ranking junior to
the Series D Preferred Stock. A merger or
consolidation of the Company with or into any other
corporation, share exchange or sale or conveyance of
all or any part of the assets of the Company which
shall not in fact result in the liquidation of the
Company and distribution of assets to its shareholders
shall not be deemed to be a voluntary or involuntary
liquidation, dissolution or winding up of the Company
within the meaning of this Article 3.
<PAGE>
8. TRANSFERABILITY.
The shares of Series D Preferred Stock may be
transferred at any time at the sole option of the
holder.
F. The Corporation's new registered agent is:
Ronald Fieldstone
201 Alhambra Circle,
Suite 601
Coral Gables, Florida 33134
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