General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D Schedule 13D - Timothy S. Durham 11 53K
2: EX-1 Acquisition Agree. and Plan of Reorganization 56 242K
3: EX-2 Cert. of Amend of the Cert. of Incorporation 4 18K
4: EX-3 Agreement of Joint Filing of Schedule 13D 1 7K
EX-2 — Cert. of Amend of the Cert. of Incorporation
Exhibit Table of Contents
EXHIBIT 2
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
DANZER CORPORATION
UNDER
SECTION 805 OF
THE BUSINESS COPRPORATION LAW
The undersigned, M.E. Williams, the President of Danzer Corporation
has executed this CERTIFICATE OF AMENDMENT OF DANZER CORPORATION UNDER SECTION
805:
FIRST: The name of the corporation is Danzer Corporation. The
corporation was formed under the name Affiliated National, Inc.
SECOND: The articles of incorporation of the corporation was filed by
the Department of State on October 7, 1987.
THIRD: The certificate of incorporation is amended to effect the
following changes:
Article "FOURTH" relating to the aggregate number of shares
which the corporation shall have the authority to issue is
amended to add a new subsection (f) thereto reading, in its
entirety as set forth in paragraph FIFTH below, to create and
authorize the issuance of a series of preferred stock with the
relative rights, preferences and limitations as are set forth in
Article FIFTH hereof.
FOURTH: The amendment was authorized in the following manner:
By action of the Board of Directors of the coporation on the
21st day of June, 2001.
FIFTH: The text of Article "FOURTH", subsection (f), to be added to
the certificate of incorporation is set forth below:
1. Designation and Number of Shares. The designation of such series of
Preferred Stock, $.001 par value per share, authorized by this resolution shall
be Series C Convertible Preferred Stock ("Series C Preferred"). The maximum
number of authorized shares of the Series C Preferred shall be Four Million Five
Hundred Thousand (4,500,000) and no more.
2. Rank. The Series C Preferred shall, with respect to dividend rights and
rights upon liquidation, winding up and dissolution of the Corporation, rank
pari passu with any other series of other equity securities of the Corporation,
including the common stock, par value $.0001 per share
("Common Stock") of the Corporation, and shall participate in any such event on
an "as-if" converted basis.
3. Voting Rights. The holders of Series C Preferred shall:
(i) be entitled to cast on each matter submitted to a vote of the stockholders
of the Corporation the number of votes equal to the number of shares of Common
Stock into which such shares of Series C Preferred could be converted pursuant
to paragraph 4 hereof, at the record date for the determination of stockholders
entitled to vote on such matters or, if no such record date is established, at
the date such vote is taken or any written consent of the stockholders is
solicited; (ii) have voting rights and powers equal to the voting rights and
powers of the Common Stock except as otherwise stated in 3(i) above in respect
of the number of votes each share of Series C Preferred is entitled; and (iii)
be entitled to notice of any stockholders' meeting in accordance with the By-
Laws of the Corporation. Fractional Votes shall not be permitted and any
fractional voting resulting from the above formula (after aggregating all shares
into which shares of Series C Preferred held by each holder could be converted)
shall be rounded to the nearest whole number (with one-half being rounded
upward). Except as otherwise provided below or by law, the holders of Series C
Preferred and holders of Common Stock shall vote together as a single class and
not as separate classes on all matters submitted to a vote of the Corporation's
stockholders.
4. Conversion, Adjustments and Registration Rights. (a) The shares of Series C
Preferred shall be convertible at the option of the holders of record thereof,
in whole or in part, any time and from time to time until 5:00 p.m., EST, on the
date the Corporation files a Registration Statement (as hereinafter defined) as
set forth in paragraph 4 (i) below, pro-rata into an aggregate of Ninety Million
(90,000,000) fully paid and non-assessable shares of Common Stock, as
hereinafter provided.
(b) Before any holder of shares of Series C Preferred shall be
entitled to convert the same into Common Stock, he shall deliver the certificate
or certificates therefor, duly endorsed, at the office of the Corporation or the
Corporation's transfer agent, if any, and shall give written notice to the
Corporation that he elects to convert all or part of the shares represented by
the certificate or certificates and shall state in writing therein the name or
names in which he wishes the certificate or certificates for Common Stock to be
issued. Conversion shall be deemed to have been made effective on the date when
such delivery is made, and such date is referred to herein as the "Conversion
Date". The Corporation will, as soon as practicable thereafter, issue and
deliver to such holder of shares of Series C Preferred, or to his nominee or
nominees, certificates for the number of full shares of Common Stock to which he
shall be entitled as aforesaid.
(c) In case the Corporation shall consolidate or merge into or with
another corporation, or in case the Corporation shall sell or convey to any
other person or persons all or substantially all the assets of the Corporation,
and in any such transaction in which the Common Stock (but not the Series C
Preferred ) is converted into or exchanged for securities, cash, or other
property, each holder of Series C Preferred then outstanding shall have the
right thereafter to convert each share of Series C Preferred held by him into
the kind and amount of shares of stock, other securities, cash and property
receivable upon such consolidation, merger, sale or conveyance by a holder of
the number of shares of Common Stock into which such share of Series C Preferred
was
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convertible immediately prior to such consolidation, merger, sale or conveyance,
and shall have no other conversion rights. In any event, effective provision
shall be made, in the certificate or articles of incorporation of the resulting
or surviving corporation or otherwise in any contracts of sale and conveyance so
that, so far as appropriate and as nearly as reasonably may be, the provisions
set forth herein for the protection of the conversion rights of the holders of
shares of the Series C Preferred shall thereafter be applicable and effectively
included in such certificate, articles of incorporation, or contract, as the
case may be.
(d) Subject to approval thereof by the shareholders of the Company,
including the holders of the Series C Preferred voting as a single class with
the holders of the Common Stock of the Company, the Corporation shall amend its
Certificate of Incorporation to authorize a sufficient number of shares of
common stock to convert the shares of Series C Preferred to Common Stock and
shall reserve out of its authorized but unissued shares of Common Stock, or its
shares of Common Stock held in treasury, sufficient shares of Common stock to
permit the conversion of the Series C Preferred at all times. All shares of
Common Stock, which may be issued upon conversion of the Series C Preferred,
shall be validly issued, fully paid and non-assessable. Following such
Amendment to the Certificate of Incorporation, the Corporation shall not amend,
alter or repeal this Certificate of Powers, Designations, Preferences, and
Rights in any way which adversely affects the rights of the holders of the
Series C Preferred, without the prior written consent of the holders of a
majority, the then outstanding shares of Series C Preferred.
(e) The issuance of certificates for shares of Common Stock upon the
conversion of shares of Series C Preferred shall be made without charge to the
holders of shares of Series C Preferred converting such shares of Series C
Preferred for any issue or stamp tax in respect of the issuance of such
certificates, and such certificates shall be issued in the respective names of,
or in such names as may be directed by, the holders of shares of Series C
Preferred converted.
(f) Shares of Common Stock held in the treasury of the Corporation may
in the Corporation's discretion be delivered upon any conversion of shares of
the Series C Preferred.
(h) All certificates for the shares of Series C Preferred and any
shares of Common Stock issued upon conversion thereof shall bear the following
legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR QUALIFICATION UNDER THE BLUE SKY LAWS OR ANY
JURISDICTION. SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR
OTHERWISE DISPOSED OF, BENEFICIALLY OR ON THE RECORDS OF THE CORPORATION,
UNLESS THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE BLUE SKY LAWS OR AN
EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION IS AVAILABLE AS
CONFIRMED IN AN OPINION OF COUNSEL SATISFACTORY TO CORPORATION.
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The certificates evidencing such shares shall also bear any legends
required pursuant to any state, local or foreign law governing in such
securities.
(i) The Corporation will use its best efforts to file, as soon as
reasonably practicable following the date of issuance of the Series C Preferred
and in any event on or before December 31, 2001, a registration statement
("Registration Statement") on Form S-4, pursuant to the rules of the Securities
and Exchange Commission ("SEC") and, if not, on such other form promulgated by
the SEC for which the Corporation then qualifies, which is available to
Corporation, and which counsel for the Corporation shall deem appropriate for
the registration under the Securities Act of 1933 of the resale by the holders
of Series C Preferred of the Common Stock issuable to such holders upon
conversion of the Series C Preferred in the event such conversion takes place on
or before the date of filing the Registration Statement.
The undersigned president and secretary of Danzer Corporation each
hereby executes this certificate, declaring and certifying that this is the duly
authorized act and deed of the Corporation and the facts herein stated are true,
and accordingly have hereunto set their hands this 20th day of June, 2001
Danzer Corporation,
a New York corporation
By: /s/ M. E. Williams
--------------------------------------
Name: M. E. Williams
Title: President
By: /s/ Mark McGlaughlin
--------------------------------------
Name: Mark McGlaughlin
Title: Assistant Secretary
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Dates Referenced Herein and Documents Incorporated by Reference
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