Attached files
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8-K - FORM 8-K - EACO CORP | a55605e8vk.htm |
Exhibit 3.1
ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION
OF
EACO CORPORATION
TO ARTICLES OF INCORPORATION
OF
EACO CORPORATION
Pursuant to Section 607.1006 of the Florida Business Corporation Act, EACO Corporation (the
Corporation), a Florida corporation, certifies as follows:
1. Paragraph A of Article IV of the Articles of Incorporation of the Corporation is amended
and restated in its entirety to read as follows:
A. Common Stock. Eight Million (8,000,000) shares of Common Stock
having a par value of one cent ($.01) per share. The whole or part of the Common
Stock of this corporation shall be payable in lawful money of the United States of
America, or in property, labor or services at a just valuation to be fixed by the
Board of Directors.
Upon the Effective Time, each outstanding share of Common Stock shall be
automatically converted into four one-hundredth (0.04) of a share of Common Stock.
No fractional shares shall be issued upon such automatic conversion of the Common
Stock. If any fractional share of Common Stock would be delivered upon such
conversion to any shareholder, the Corporation shall pay to the shareholder entitled
to such fractional share an amount in cash equal to the fair market value of such
fractional share as of the Effective Time, as determined in good faith by the Board
of Directors of the corporation. With respect to each shareholder, whether or not
fractional shares are issuable upon the automatic conversion shall be determined on
the basis of the total number of shares of Common Stock held by such shareholder as
of the Effective Time and the number of shares of Common Stock issuable to such
shareholder, on an aggregate basis, upon the automatic conversion. For purposes of
this paragraph, Effective Time shall mean March 23, 2010, 12:01 a.m.
2. The foregoing amendment was adopted by the shareholders of the Corporation at a meeting of
the shareholders held on February 19, 2010, and the number of votes cast for the amendment was
sufficient for approval.
3. The effective time of this amendment shall be March 23, 2010, 12:01 a.m.
IN WITNESS WHEREOF, the Corporation has caused this document to be duly executed on its behalf
as of the date indicated below.
Date: March 22, 2010 | EACO CORPORATION |
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By: | /S/ GLEN CEILEY | |||
Glen Ceiley, Chief Executive Officer | ||||
4840-5929-6261\1