Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Annual Report 62 252K
2: EX-3.1 Certificate of Incorporation 6 25K
3: EX-3.2 Certificate for Renewal and Revival of Certificate 1 10K
of Incorporation
4: EX-3.3 Certificate of Amendment of Certificate of 1 10K
Incorporation
5: EX-3.4 Certificate of Amendment of Certificate of 2 11K
Incorporation
6: EX-3.5 By-Laws of World Imports - U.S.A., Inc. 7 30K
7: EX-10.1 License Agreement 20 49K
8: EX-10.2 License Agreement 20 49K
9: EX-10.3 Delivery Contract 14 30K
10: EX-10.4 Delivery Contract 15 31K
11: EX-10.5 Delivery Contract 15 32K
12: EX-10.6 1993 Non-Statutory Stock Option Plan 7 34K
13: EX-10.7 1994 Non-Statutory Stock Option Plan 7 34K
14: EX-10.8 1995 Non-Statutory Stock Option Plan 7 33K
15: EX-10.9 1996 Non-Statutory Stock Option Plan 7 33K
EX-3.4 — Certificate of Amendment of Certificate of Incorporation
Exhibit Table of Contents
EXHIBIT 3.4
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Seiler Pollution Control Systems, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, at a meeting duly
held, adopted a resolution proposing and declaring advisable the following
amendment to the Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of Seiler Pollution
Control Systems, Inc. be amended by adding a new Article Twelfth as hereinafter
indicated and by changing the current Fourth Article thereto so that, as
amended, said Article Fourth shall be and read as follows:
"FOURTH" The total number of shares of stock which the Corporation
shall have authority to issue is Twenty-Five Million (25,000,000). The par value
of each of said shares is $.0001. All such shares are of one class and are
shares of common stock without cumulative voting rights and without any
pre-emptive rights.
"TWELFTH" No Director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability (i) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) for the payment of unlawful dividends or unlawful stock
repurchases or redemptions under Section 174 of the Delaware General Corporation
Law; or (iv) for any transaction from which the Director derived an improper
personal benefit.
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware and written notice of the adoption of the amendment has been given as
provided in Section 228 of the General Corporation Law of the State of Delaware
to every stockholder entitled to such notice.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of sections 242 and 228 of the General Corporation Law
of the State of Delaware.
FOURTH: That this Certificate of Amendment of the Certificate of
Incorporation shall be effective immediately upon filing.
IN WITNESS WHEREOF, said Seiler Pollution Control Systems, Inc. has
caused this certificate to be signed by Arthur J. Helmstetter, its President,
and attested by Werner Heim, its Secretary, this 13th day of October, 1994.
SEILER POLLUTION CONTROL SYSTEMS, INC.
/s/ Arthur J. Helmstetter
------------------------------------------
Arthur J. Helmstetter, President
ATTEST:
/s/ Werner Heim
--------------------------------
Werner Heim, Secretary
- 2 -
↑Top
Filing Submission 0000889812-96-000872 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Apr. 25, 10:37:01.1am ET 