Exhibit 4.3
Amendment of Articles of Incorporation
(To be submitted in duplicate)
Pursuant to the provisions of the General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is APPLIED DIGITAL SOLUTIONS, INC.
The name under which it was originally organized was APPLIED CELLULAR
TECHNOLOGY, INC.
2. An amendment to the Corporation's Articles of Incorporation was adopted by
the shareholders on September 2, 2000
3. Article Number THREE is amended to read as follows:
SEE ATTACHED
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The first sentence of Article Three is amended in its entirety to read as
follows:
The aggregate number of shares of all classes of stock which the Corporation
shall have authority to issue is Two Hundred, Fifty Million (250,000,000)
shares, of which Five Million ($5,000,000) shares shall be preferred stock
("Preferred Stock") having a par value of $10.00 per share and Two Hundred,
Forty-Five Million (245,000,000) shares shall be common stock ("Common Stock")
having a par value of $.001 per share.
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4. Of the 52,982,887 shares outstanding all of such shares were entitled to
vote on such amendment.
The number of outstanding shares of any class entitled to vote thereon as a
class were as follows:
Class Number of Outstanding Shares
Common stock and preferred 52,982,887
stock (voting as one class)
5. The number of shares voted for and against the amendment was as follows:
Class No. Voted For No. Voted Against
Common stock and 44,282,213 4,839,830
preferred stock (voting
as one class)
6. If the amendment changed the number or par value of authorized shares
having a par value, the amount in dollars of authorized shares having a par
value as changed is:
Common stock, $001 per share par value: $245,000
Preferred stock, $10.00 per share par value: unchanged
If the amendment changed the number of authorized shares without par value,
the authorized number of shares without par value as changed and the
consideration proposed to be received for such increased authorized shares
without par value as are to be presently issued are:
NOT APPLICABLE
7. If the amendment provides for an exchange reclassification or cancellation
of issued shares, or a reduction of the number of authorized shares of any
class below the number of issued shares of that class, the following is a
statement of the manner in which such reduction shall be effected:
NOT APPLICABLE
<PAGE>
IN WITNESS WHEREOF, the undersigned, David A. Loppert, Vice President, has
executed this instrument and its Secretary Richard T. Sullivan has affixed its
corporate seal hereto and attested said seal on September 2, 2000.
Place
CORPORATE SEAL
Here
(If no seal, state "None")
APPLIED DIGITAL SOLUTIONS, INC.
By: /S/ DAVID A. LOPPERT
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President or Vice President
ATTEST:
/S/ RICHARD J. SULLIVAN
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Secretary or Assistant Secretary
State of Florida )
) SS
County of Palm Beach )
I, Lynn Anderson, a Notary Public, do hereby certify that on September
2, 2000 personally appeared before me David Loppert who, being by me first duly
sworn, declared that he/she is the Vice President of Applied Digital Solutions,
Inc., that he/she signed the foregoing documents as Vice President of the
corporation and that the statements therein contained are true.
/S/ LYNN ANDERSON
------------------------------------
Notary Public
(Notarial Seal or Stamp) My commission expires: 8-22-2004
My County of Commission: Palm Beach
