Attached files
| file | filename |
|---|---|
| 8-K/A - 8-K/A - SECURECARE TECHNOLOGIES INC | secure_8ka.htm |
| EX-3.1 - EXHIBIT 3.1 - SECURECARE TECHNOLOGIES INC | ex3_1.htm |
EXHIBIT 3.2
Certificate of Change Pursuant to NRS 78.209
SecureCare Technologies, Inc.
6. The provisions, if any, for the issuance of fractional
shares, or for the payment of money or the issuance of scrip to stockholders
otherwise entitled to a fraction of a share and the percentage of outstanding
shares affected thereby:
All fractional shares shall be rounded down to the next whole
number. No fractional shares shall be issued and in lieu thereof, each
shareholder who would have ended with less than one whole share shall be paid
$0.25 for any fraction of a share to which the shareholder would have otherwise
been entitled; the shareholders who would have ended with less than one whole
share represent .01 % of the total shares outstanding;
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Certificate of Amendment to Articles
of Incorporation
of
SecureCARE Technologies, Inc.
(Pursuant to NRS 78.385 and 78.207)
of
SecureCARE Technologies, Inc.
(Pursuant to NRS 78.385 and 78.207)
Pursuant to
the provisions of the Nevada Revised Statutes, SecureCare Technologies, Inc., a
Nevada corporation, adopts the following amendment to its Articles of
Incorporation.
Pursuant to
the provisions of the Nevada Revised Statutes, SecureCare Technologies, Inc.’s
Board of Directors, in its sole action, adopted the following resolutions and to
the taking of any action required or permitted thereby:
WHEREAS, the Board of Directors of the Corporation deems it in
the best interests of the Corporation and its shareholders to reduce the
administrative, professional and other cost burdens of operating as a company
subject to the reporting requirements of the Securities Exchange Act of 1934, as
amended (the “34 Act”); and
WHEREAS, the Board has considered the Corporation’s present
state of development and the interests of its minor shareholders and determined
that the Payout Amount, as defined below, is fair and reasonable,
NOW THEREFORE BE IT
RESOLVED, that the Corporation amend the Fourth Article of its
Articles of Incorporation to decrease the authorized number of shares of common
stock from 50,000,000 to 16,666,667, par value $0.001 per share (“Common Stock”)
and correspondingly decrease the number of issued and outstanding shares of
Common Stock; and it is further
RESOLVED, that the Corporation affect a one for three reverse
stock split (the “Reverse Stock Split”) of its 13,139,022 issued and outstanding
common stock, par value $0.001 per share (“Common Stock”), with the result that
(i) the number of issued and outstanding shares of Common Stock shall be changed
to approximately 4,379,000; (ii) the number of shares of Common Stock which the
Corporation is authorized to issue shall be changed from 50,000,000 to
16,666,667 and the par value of its shares shall not be changed; and (iii) all
fractional shares shall be rounded down to the next whole number; no fractional
shares shall be issued and in lieu thereof each shareholder who would have ended
with less than one whole share shall be paid $0.25 for any fraction of a share
to which the shareholder would have otherwise been entitled (the “Payout
Amount”); and it is further
RESOLVED, that the record date (the “Record Date”) for the
Reverse Stock Split shall be March 1, 2010; and it is further
RESOLVED, that after the Record Date shareholders who are
entitled to receive only the Payout Amount in lieu of fractional shares shall no
longer be shareholders of the Corporation and their share(s) shall only
represent a right to receive the Payout Amount and not shares of the
Corporation’s Common Stock; and it is further
RESOLVED, that the Chief Executive Officer of the Corporation
be and hereby is authorized empowered and directed to file a certificate of
change with the Secretary of State of Nevada and all other documents and
instruments which he shall deem reasonable necessary and proper to effect the
Reverse Stock Split and to provide for a depositary or other facilities for the
administration of the Payout Amount.
This unanimous written consent of the board of directors may
be executed in counterparts, all of which taken together shall constitute one
and the same unanimous written consent of the board of directors of the
Corporation.
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Article FOURTH shall be amended by adding the following
paragraph at the end thereof:
“The number of authorized shares of common stock of the
corporation shall be changed from 50,000,000 to 16,666,667 and correspondingly
each of the issued and outstanding shares of the corporation’s common stock
issued and outstanding on the date hereof shall be reverse split to become one
third share with a corresponding reduction in the stated capital of the
corporation. All fractional shares shall be rounded down to the next whole
number. No fractional shares shall be issued and in lieu thereof each
shareholder who would have ended with less than one whole share shall be paid
$0.25 for any fraction of a share to which the shareholder would have otherwise
been entitled; the shareholders who would have ended with less than one whole
share represent .01 % of the total shares outstanding.”
In
witness whereof, the undersigned being the Chief Executive Officer and Secretary
of SecureCare Technologies, Inc., a Nevada corporation, hereunto affixes their
signatures this 12th day of February, 2010.
| /s/ Neil Burley | /s/ Neil Burley | |
|
Neil Burley, Chief Executive Officer
|
|
Neil Burley, Secretary
|
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