EXHIBIT 3.2.7
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
SMART CHOICE AUTOMOTIVE GROUP, INC.
Smart Choice Automotive Group, Inc. (the "Corporation"), a corporation
organized and existing under and by virtue of the Florida Business Corporation
Act ("FBCA") does hereby certify:
FIRST: The name of the Corporation is Smart Choice Automotive Group,
Inc.
SECOND: Pursuant to Section 607.10025 of the FBCA, the Board of
Directors of the Corporation, by unanimous written consent effective as of July
11, 2000, adopted resolutions approving a 1-for-20 reverse split of the shares
of Common Stock, $0.01 par value per share, of the Corporation, (the "Reverse
Split"). There are presently 50,000,000 authorized shares of the Common Stock of
the Corporation, which will be combined by virtue of the Reverse Split into
2,500,000 shares of Common Stock.
THIRD: In connection with the Reverse Split, the Board of Directors of
the Corporation approved the following amendments to the Articles of
Incorporation of the Corporation:
(i) The Articles of Incorporation of the Corporation shall be
amended by deleting the first two paragraphs of Article V
thereof in their entirety and inserting the following in lieu
thereof:
"The aggregate number of shares of capital
stock which the Corporation has authority to issue is
7,500,000 shares, which shall consist of 2,500,000
shares of Common Stock, $0.01 par value per share
("Common Stock"), and 5,000,000 shares of preferred
stock, $0.01 par value per share ("Preferred Stock").
No shareholder of any stock of this Corporation shall
have preemptive rights. There shall be no cumulative
voting by the shareholders of the Corporation."
(ii) The Articles of Incorporation of the Corporation shall be
further amended by deleting the first sentence of subparagraph
(b) under the caption "Series E Preferred Stock" of Article V
thereof in its entirety and inserting the following in lieu
thereof:
"The holders of record of the Series E
Preferred Stock shall be entitled to receive
dividends in an amount per share equal to five
(5) times the amount per share of dividends paid from
time to time to
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holders of record of the Common Stock, and no more."
(iii) The Articles of Incorporation of the Corporation shall
be further amended by deleting the second sentence of
subparagraph (c) under the caption "Series E Preferred Stock"
of Article V thereof in its entirety and inserting the
following in lieu thereof:
"Each share of Series E Preferred Stock
shall be entitled to five (5) votes."
FOURTH: The amendments to the Corporation's Articles of Incorporation
set forth above in Paragraph Third of this Certificate will not adversely affect
the rights or preferences of the holders of outstanding shares of any class or
series of stock of the Corporation.
FIFTH: The amendments to the Corporation's Articles of Incorporation
set forth above in Paragraph Third of this Certificate will not cause the
percentage of authorized shares that will remain unissued after the Reverse
Split to exceed the percentage of authorized shares which are unissued
immediately prior to the Reverse Split.
SIXTH: The Reverse Split and the amendments to the Corporation's
Articles of Incorporations set forth above in Paragraph Third of this
Certificate shall take effect on July 26, 2000.
IN WITNESS WHEREOF, the undersigned has caused this Certificate of
Amendment to be signed on its behalf by the undersigned officer on this 24th day
of July, 2000.
SMART CHOICE AUTOMOTIVE GROUP, INC.
By: /s/ J. EDWARD ERNST
-----------------------------------------
J. Edward Ernst
President and Chief Executive Officer
