Attached files
| file | filename |
|---|---|
| 10-Q - Boomerang Systems, Inc. | v174307_10q.htm |
| EX-31.2 - Boomerang Systems, Inc. | v174307_ex31-2.htm |
| EX-3.2 - Boomerang Systems, Inc. | v174307_ex3-2.htm |
| EX-3.1H - Boomerang Systems, Inc. | v174307_ex3-1h.htm |
| EX-31.1 - Boomerang Systems, Inc. | v174307_ex31-1.htm |
| EX-32.2 - Boomerang Systems, Inc. | v174307_ex32-2.htm |
| EX-32.1 - Boomerang Systems, Inc. | v174307_ex32-1.htm |
amendment
to the restated certificate of incorporation
of
Boomerang Systems, inc.
Boomerang
Systems, Inc., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware (the “Corporation”), does
hereby certify:
FIRST: That, by the
Unanimous Written Consent dated November 12, 2009 of the Board of Directors of
Boomerang Systems, Inc., resolutions were duly adopted setting forth a proposed
amendment to the Certificate of Incorporation of said Corporation, declaring
said amendment to be advisable and directing that such amendment be considered
by the stockholders of this Corporation for action by written consent pursuant
to Section 228 of the General Corporation Law of the State of
Delaware. The resolution setting forth the proposed amendment is as
follows:
RESOLVED,
that Article Fourth of the Certificate of Incorporation of this corporation be
hereby amended to read in its entirety as follows:
“FOURTH: The
total number of shares of capital stock of all classes which the Corporation
shall have authority to issue is Two-Hundred-One Million (201,000,000) shares,
of which Two-Hundred Million (200,000,000) shares, of a par value of $.001 per
share, shall be designated “Common Stock”, and One Million (1,000,000) shares,
of a par value of $.01 per share, shall be designated “Preferred
Stock.”
The Board of Directors is authorized,
subject to limitations prescribed by law and the provisions of the Article
FOURTH, to provide for the issuance of the shares of Preferred Stock in series,
and by filing a certificate pursuant to the applicable law of the State of
Delaware, to establish from time to time the number of shares to be included in
each such series, and to fix the designation, powers, preferences and rights of
the shares of each such series and the qualifications, limitations or
restrictions thereof.
The authority of the Board with respect
to each series shall include, but not be limited to, determination of the
following:
(a) the
distinctive designation and number of shares of that series;
(b) the
rate of dividends (or the method of calculation thereof) payable with respect to
shares of that series, the dates, terms and other conditions upon which such
dividends shall be payable, and the relative rights of priority of such
dividends to dividends payable on any other class or series of capital stock of
the Corporation;
(c) the
nature of the dividend payable with respect to shares of that series as
cumulative, noncumulative or partially cumulative, and if cumulative or
partially cumulative, from which date or dates and under what
circumstances;
(d) whether
shares of that series shall be subject to redemption, and, if made subject to
redemption, the times, prices, rates, adjustments and other terms and conditions
of such redemption (including the manner of selecting shares of that series for
redemption if fewer than all shares of such series are to be
redeemed);
(e) the
rights of the holders of shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Corporation (which
rights may be different if such action is voluntary than if it is involuntary),
including the relative rights of priority in such event as to the rights of the
holders of any other class or series of capital stock of the
Corporation;
(f) the
terms, amounts and other conditions of any sinking or similar purchase or other
fund provided for the purchase or redemption of shares of that
series;
(g) whether
shares of that series shall be convertible into or exchangeable for shares of
capital stock or other securities of the Corporation or of any other corporation
or entity, and, if provision be made for conversion or exchange, the times,
prices, rates, adjustments, and other terms and conditions of such conversion or
exchange;
(h) the
extent, if any, to which the holders of shares of that series shall be entitled
(in addition to any voting rights required by law) to vote as a class or
otherwise with respect to the election of directors or otherwise;
(i) the
restrictions and conditions, if any, upon the issue or reissue of any additional
Preferred Stock ranking on a parity with or prior to shares of that series as to
dividends or upon liquidation, dissolution or winding up;
(j) any
other repurchase obligations of the Corporation, subject to any limitations of
applicable law; and
(k) any
other designations, powers, preferences, rights, qualifications, limitations or
restrictions of shares of that series.
Any of
the designations, powers, preferences, rights, qualifications, limitations or
restrictions of any series of Preferred Stock may be dependent on facts
ascertainable outside this Certificate of Incorporation, or outside the
resolution or resolutions providing for the issue of such series of Preferred
Stock adopted by the Board of Directors pursuant to authority expressly vested
in it by this Certificate of Incorporation. Except as applicable law
or this Certificate of Incorporation otherwise may require, the terms of any
series of Preferred Stock may be amended without consent of the holders of any
other series of Preferred Stock or any class of capital stock of the
Corporation.
The
relative powers, preferences and rights of each series of Preferred Stock in
relation to the powers, preferences and rights of each other series of Preferred
Stock shall, in each case, be as fixed from time to time by the Board of
Directors in the resolution or resolutions adopted pursuant to the authority
granted in this Article FOURTH, and the consent, by class or series vote or
otherwise, of holders of Preferred Stock of such series of Preferred Stock as
are from time to time outstanding shall not be required for the issuance by the
Board of Directors of any other series of Preferred Stock, whether or not the
powers, preferences and rights of such other series shall be fixed by the Board
of Directors as senior to, or on a parity with, the powers, preferences and
rights of such outstanding series, or any of them; provided, however, that the
Board of Directors may provide in such resolution or resolutions adopted with
respect to any series of Preferred Stock that the consent of holders of at least
a majority (or such greater proportion as shall be therein fixed) of the
outstanding shares of such series voting thereon shall be required for the
issuance of shares of any or all other series of Preferred
Stock.
Shares of
any series of Preferred Stock shall have no voting rights except as required by
law or as provided in the relative powers, preferences and rights of such
series.”
SECOND: That thereafter,
pursuant to resolution of its Board of Directors, the written consents of
stockholders of this Corporation, in accordance with Section 228 of the General
Corporation Law, holding the necessary number of shares as required by statute,
considered the proposed amendment, consented to such amendment and approved the
action taken by this Corporation’s Board of Directors.
THIRD: That said amendment
was duly adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
FOURTH: That the capital of
said Corporation shall not be reduced under or by reason of said
amendment.
IN WITNESS WHEREOF, said Boomerang
Systems, Inc. has caused this Certificate to be signed by Christopher Mulvihill,
its President, this 19th day
of January, 2010.
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Boomerang
Systems, Inc.
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Christopher
Mulvihill,
President
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