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Exhibit 3.3
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Mail to: Secretary of State For
Corporations Section office
1560 Broadway, Suite 200 use only
Denver, CO 80202
(303) 894-2251
MUST BE TYPED Fax (303) 894-2242 _________________
FILING FEE: $25.00
MUST SUBMIT TWO COPIES
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ARTICLES OF AMENDMENT
Please include a typed TO THE
self-addressed envelope ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is ACT TELECONFERENCING, INC.
SECOND: The following amendment to the Articles of Incorporation was adopted on
November 18, 1999, as prescribed by the Colorado Business Corporation Act, in
the manner marked with an X below:
_______ No shares have been issued or Directors Elected - Action by
Incorporators
_______ No shares have been issued but Directors Elected - Action by
Directors
x Such amendment was adopted by the board of directors where shares
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have been issued and shareholder action was not required.
_______ Such amendment was adopted by a vote of the shareholders. The
number of shares voted for the amendment was sufficient for
approval.
THIRD: If changing corporate name, the new name of the corporation is _________
________________________________________________________________________________
FOURTH: The manner, if not set forth in such amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the amendment
shall be effected, is as follows:
If these amendments are to have a delayed effective date, please list that
date:
(Not to exceed ninety (90) days from the date of filing)
_____________________________________
Signature /s/ Gerald D. Van Eeckhout
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Title Gerald D. Van Eeckhout, Chairman
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ARTICLES OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION OF
ACT TELECONFERENCING, INC.
ARTICLE XII
SETTING FORTH THE DESIGNATIONS, PREFERENCES AND RIGHTS
OF SERIES B JUNIOR PARTICIPATING PREFERRED SHARES
I, Gerald D. Van Eeckhout, the Chairman of ACT Teleconferencing, Inc., a
corporation organized and existing under the Business Corporation Act of the
State of Colorado, in accordance with the provisions of Section 7-106-102
thereof, DO HEREBY CERTIFY:
That, pursuant to the authority conferred upon the Board of Directors by
the Restated Articles of Incorporation of the corporation, as amended, the Board
of Directors on November 18, 1999, duly adopted the following resolution
creating a series of 100,000 Preferred Shares, no par value, designated as
Series B Junior Participating Preferred Shares:
RESOLVED, that pursuant to the authority granted to and vested in the Board
of Directors of this corporation in accordance with the provisions of its
Restated Articles of Incorporation, as amended, a series of Preferred Stock of
this corporation be, and it hereby is, created, and that the designation and
amount thereof and the relative rights and preferences of the shares of such
series, are as follows:
1. Designation and Amount. The shares of such series shall be
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designated as "Series B Junior Participating Preferred Shares" (the "Series B
Preferred Shares"), and the number of shares constituting such series shall be
One Hundred Thousand (100,000). The number of shares constituting such series
may, unless prohibited by the Articles of Incorporation or by applicable law of
the State of Colorado, be increased or decreased by resolution of the Board of
Directors; provided, that no decrease shall reduce the number of Series B
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Preferred Shares to a number less than the number of shares then issued and
outstanding plus the number of shares issuable upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities
issued by the corporation convertible into Series B Preferred Shares.
2. Dividends and Distributions.
(i) The holders of Series B Preferred Shares, in preference to
the holders of Common Shares and of any other junior stock,
shall be entitled to receive, when, as and if declared by
the Board of Directors out of funds legally available for
the purpose, quarterly dividends payable in cash on the last
day of March, June,
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September and December in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date
after the first issuance of a Series B Preferred Share, or
fraction thereof, in an amount per share (rounded to the
nearest cent) equal to the greater of (a) $1.00 or (b)
subject to the provision for adjustment hereinafter set
forth, one hundred (100) times the aggregate per share
amount of all cash dividends, and one hundred (100) times
the aggregate per share amount (payable in kind) of all non-
cash dividends or other distributions, other than a dividend
payable in Common Shares or a subdivision of the outstanding
Common Shares (by reclassification or otherwise), declared
on the Common Shares since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the
first Quarterly Dividend Payment Date, since the first
issuance of any Series B Preferred Share, or fraction
thereof. In the event the corporation shall at any time
after December 10, 1999 declare or pay any dividend on
Common Shares payable in Common Shares, or effect a
subdivision or combination or consolidation of the
outstanding Common Shares (by reclassification or otherwise)
into a greater or lesser number of Common Shares, then in
each such case the amount to which holders of Series B
Preferred Shares were entitled immediately prior to such
event under clause (b) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction, the
numerator of which is the number of Common Shares
outstanding immediately after such event and the denominator
of which is the number of Common Shares that were
outstanding immediately prior to such event.
(ii) The corporation shall declare a dividend or distribution on
the Series B Preferred Shares as provided in subparagraph
(i) of this paragraph 2 simultaneously with its declaration
of a dividend or distribution on the Common Shares (other
than a dividend payable in Common Shares or a subdivision of
the outstanding Common Shares); provided that, in the event
no dividend or distribution shall have been declared on the
Common Shares during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date, a dividend of $1.00 per share on the
Series B Preferred Shares shall nevertheless be payable, out
of funds legally available for such purpose, on such
subsequent Quarterly Dividend Payment Date.
(iii) Dividends shall begin to accrue and be cumulative on
outstanding Series B Preferred Shares from the Quarterly
Dividend Payment Date immediately preceding the date of
issue of such Series B Preferred Shares, unless the date of
issue of such shares is prior to the record date for the
first Quarterly Dividend Payment Date,
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in which case dividends on such shares shall begin to accrue
from the date of issue of such shares, or unless the date of
issue is a Quarterly Dividend Payment Date or is a date
after the record date for the determination of holders of
Series B Preferred Shares entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in
either of which events such dividends shall begin to accrue
and be cumulative from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest.
Dividends paid on the Series B Preferred Shares in an amount
less than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares
outstanding at that time. The Board of Directors may fix a
record date for the determination of holders of Series B
Preferred Shares entitled to receive payment of a dividend
or distribution declared thereon, which record date shall be
not more than sixty (60) days prior to the date fixed for
the payment thereof.
3. Certain Restrictions.
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(i) Whenever quarterly dividends or other dividends or
distributions payable on the Series B Preferred Shares as
provided in paragraph 2 hereof are in arrears, thereafter
and until all accrued and unpaid dividends and
distributions, whether or not declared, on Series B
Preferred Shares outstanding shall have been paid in full,
the corporation shall not:
(a) declare or pay dividends, or make any other
distributions, on any shares of stock ranking junior
(either as to dividends or upon liquidation,
dissolution or winding up) to the Series B Preferred
Shares;
(b) declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a
parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series B Preferred
Shares, except dividends paid ratably on the Series B
Preferred Shares and all such parity stock on which
dividends are payable or in arrears in proportion to
the total amounts to which the holders of all such
shares are then entitled;
(c) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior
(either as to dividends or upon liquidation,
dissolution or winding up) to the Series B Preferred
Shares, provided that the corporation may at any time
redeem, purchase or otherwise acquire shares of any
such junior stock in exchange for shares of stock of
the corporation ranking junior (both as to
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dividends and upon liquidation, dissolution or winding
up) to the Series B Preferred Shares; or
(d) redeem or purchase or otherwise acquire for
consideration any Series B Preferred Shares, or any
shares of stock ranking on a parity with the Series B
Preferred Shares, except in accordance with a purchase
offer made in writing or by publication (as determined
by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates
and other relative rights and preferences of the
respective series and classes, shall determine in good
faith will result in fair and equitable treatment among
the respective series or classes.
(ii) The corporation shall not permit any subsidiary of the
corporation to purchase or otherwise acquire for
consideration any shares of stock of the corporation unless
the corporation could, under subparagraph (i) of this
paragraph 4, purchase or otherwise acquire such shares at
such time and in such manner.
4. Reacquired Shares. Any Series B Preferred Shares purchased or
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otherwise acquired by the corporation in any manner whatsoever shall be retired
and canceled promptly after such acquisition. All such shares shall upon their
cancellation become authorized but unissued Preferred Shares and may be reissued
as part of a new series of Preferred Stock by resolution or resolutions of the
Board of Directors, subject to the conditions and restrictions on issuance set
forth herein or in the Articles of Incorporation, or as otherwise required by
law.
5. Liquidation, Dissolution or Winding Up. Upon any liquidation,
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dissolution or winding up of the corporation (voluntary or otherwise), no
distribution shall be made (a) to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series B Preferred Shares unless, prior thereto, the holders of Series B
Preferred Shares shall have received the greater of (i) $100 per share, plus an
amount equal to accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment, or (ii) an aggregate amount per
share, subject to the provision for adjustment hereinafter set forth, equal to
one hundred (100) times the aggregate amount to be distributed per share to
holders of Common Shares, or (b) to the holders of shares of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Series B Preferred Shares, except distributions made ratably on the
Series B Preferred Shares and all other such parity stock in proportion to the
total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event the corporation shall at
any time after December 10, 1999 declare or pay any dividend on the Common
Shares payable in Common Shares, or effect a subdivision or combination or
consolidation of the outstanding Common Shares (by reclassification or
otherwise) into a greater or lesser number of Common Shares, then in each such
case the aggregate amount
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to which holders of Series B Preferred Shares were entitled immediately prior to
such event under clause (a)(ii) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
Common Shares outstanding immediately after such event and the denominator of
which is the number of Common Shares that were outstanding immediately prior to
such event.
6. Consolidation, Merger, Exchange, etc. In case the corporation shall
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enter into any consolidation, merger, combination, statutory share exchange or
other transaction in which the Common Shares are exchanged for or changed into
other stock or securities, money and/or any other property, then in any such
case the Series B Preferred Shares shall at the same time be similarly exchanged
or changed into an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to one hundred (100) times the aggregate amount of
stock, securities, money and/or any other property (payable in kind), as the
case may be, into which or for which each Common Share is changed or exchanged.
In the event the corporation shall at any time after December 10, 1999 declare
or pay any dividend on Common Shares payable in Common Shares, or effect a
subdivision or combination or consolidation of the outstanding Common Shares (by
reclassification or otherwise) into a greater or lesser number of Common Shares,
then in each such case the amount set forth in the preceding sentence with
respect to the exchange or change of Series B Preferred Shares shall be adjusted
by multiplying such amount by a fraction, the numerator of which is the number
of Common Shares outstanding immediately after such event and the denominator of
which is the number of Common Shares that were outstanding immediately prior to
such event.
7. No Redemption. The Series B Preferred Shares shall not be redeemable.
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8. Rank. The Series B Preferred Shares shall rank junior in terms of
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dividend and liquidation, dissolution and winding up rights to any series of the
corporation's Preferred Stock authorized prior to the date hereof and all other
series of the corporation's Preferred Stock hereafter authorized that
specifically provide that they shall rank senior to the Series B Preferred
Shares.
9. Fractional Shares. Series B Preferred Shares may be issued in
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fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to receive dividends, participate in distributions
and to have the benefit of all other rights of holders of Series B Preferred
Shares.
IN WITNESS WHEREOF, the corporation has caused these Articles of Amendment
to the Articles of Incorporation to be executed in its name by its duly
authorized officer on this 18th day of November, 1999.
/s/ Gerald D. Van Eeckhout
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Gerald D. Van Eeckhout, Chairman
