Attached files
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| 10-K - PRECISION AEROSPACE COMPONENTS, INC. - Amerinac Holding Corp. | paos10k123109.htm |
| EX-31.2 - CERTIFICATION - Amerinac Holding Corp. | ex31two.htm |
| EX-32.1 - CERTIFICATION - Amerinac Holding Corp. | ex32one.htm |
| EX-31.1 - CERTIFICATION - Amerinac Holding Corp. | ex31one.htm |
Exhibit 3.5
RESTATED CERTIFICATE OF INCORPORATION
of
PRECISION AEROSPACE COMPONENTS, INC.
Precision Aerospace Components, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:
1. The Certificate of Incorporation of the Corporation was filed with the Secretary of State on December 28, 2005 under the name Jordan 1 Holdings Company.
2. The name of the Corporation was changed to Precision Aerospace Components, Inc. by a Certificate of Ownership and Merger of Precision Aerospace Components, Inc. into Jordan 1 Holdings Company which was filed with the Secretary of State on July 24, 2006.
3. The Certificate of Incorporation of the Corporation is hereby amended and restated to read as follows:
FIRST: The name of the Corporation is Precision Aerospace Components, Inc. (the “Corporation”).
SECOND: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808, County of New Castle. The name of its registered agent at such address is Corporation Service Company.
THIRD: The purpose or purposes of the Corporation shall be:
To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which this Corporation is authorized to issue is one hundred ten million (110,000,000) shares, of which:
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I.
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Ten million (10,000,000) shares shall be designated as Preferred Stock, and shall have a par value of $.001 per share; and
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II.
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One hundred million (100,000,000) shares shall be designated as Common Stock, and shall have a par value of $.001 per share.
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Authority is hereby expressly vested in the Board of Directors of the corporation, subject to the provisions of this Article FOURTH and to the limitations prescribed by law, to authorize the issue from time to time of one or more series of Preferred Stock and with respect to each such series to fix by resolution or resolutions adopted by the affirmative vote of a majority of the whole Board of Directors providing for the issue of such series, the voting powers, full or limited, if any, of the shares of such series and the designations, preferences, and relative, participating, optional or other special rights and the qualifications, limitations or restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, the determination or fixing of the following:
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a)
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The number of shares constituting the series and the designation of such series.
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b)
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The dividend rate on the shares of such series, the conditions and dates upon which such dividends shall be payable, the relation which such dividends shall bear to the dividends payable on any other class or classes or series of the corporation’s capital stock, and whether such dividends shall be cumulative or non-cumulative; and whether such dividends may be paid in shares of any class or series of capital stock or other securities of the Corporation.
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c)
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Whether the shares of such series shall be subject to redemption by the corporation at the option of either the corporation or the holder or both or upon the happening of a specified event, and, if made subject to any such redemption, the times or events, prices and other terms and conditions of such redemption.
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d)
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The terms and amount of any sinking fund provided for the purchase or redemption of the shares of such series.
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e)
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Whether or not the shares of such series shall be convertible into, or exchangeable for, at the option of either the holder or the corporation or upon the happening of a specified event, shares of any other class or classes or any other series of the same or any other class or classes of the corporation’s capital stock, and, if provision be made for conversion or exchange, the times or events, prices, rates, adjustments, and other terms and conditions of such conversions or exchanges.
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f)
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The restrictions, if any, on the issue or reissue of any additional shares or series of Preferred Stock.
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g)
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The rights of the holders of the shares of such series upon the voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series.
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h)
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The provisions as to voting, optional and/or other special rights and preferences, if any.
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Dividends on outstanding shares of Preferred Stock shall be paid or declared and set apart for payment before any dividends shall be paid or declared and set apart for payment on the Common Stock with respect to the same dividend period.
If upon any voluntary or involuntary liquidation, dissolution or winding up of the corporation, the assets available for distribution to holders of shares of Preferred Stock of all series shall be insufficient to pay such holders the full preferential amount to which they are entitled, then such assets shall be distributed ratably among the shares of all series of Preferred Stock in accordance with the respective preferential amounts (including unpaid cumulative dividends, if any) payable with respect thereto.
FIFTH: Unless and except to the extent that the by-laws of the corporation shall so require, the election of directors of the corporation need not be by written ballot.
SIXTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the corporation is expressly authorized to make adopt,, alter or repeal the by-laws of the corporation, subject to the power of the stockholders of the corporation entitled to vote with respect thereto to alter or repeal any by-law whether adopted by them or otherwise and subject to the provisions of any By-law limiting the right of the Board of Directors to make certain modifications to the By-laws.
SEVENTH: A director of the corporation shall not be personally 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) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended General Corporation Law of the State of Delaware. Any repeal or modification of this Article by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.
EIGHTH: The corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in the Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article.
4. Upon the filing of this Restated Certificate of Incorporation:
(a)Each share of Common Stock outstanding on the date this Restated Certificate of Incorporation is filed with the Secretary of State shall automatically become and be converted into one five hundredth (1/500) of a share of Common Stock (the “Reverse Split”). The par value of the Common Stock shall not be affected by the Reverse Split. Fractional shares which would exist as a result of the reverse split of a shareholder’s total holdings shall be rounded to the next whole share. No fractional shares shall be issued as a result of the Reverse Split.
(b)Each of the presently outstanding shares of Series B Convertible Preferred Stock, par value $.001 per share (“Series B Preferred Stock”), will, in accordance with the provisions of the Certificate of Designation creating the Series B Preferred Stock, automatically, without any action on the part of the holder, become and be converted into six tenths (6/10) of one share of Common Stock (determined after giving effect to the Reverse Split), and the shares of Series B Preferred Stock so converted shall thereafter have the status of authorized but unissued shares of Preferred Stock, without designation as to series until such stock is once more designated as part of a particular series by the Corporation’s Board of Directors.
5. Set forth as Exhibit A to this Restated Certificate of Incorporation is a Statement of Designations setting forth the rights, preferences, privileges and limitations of a series of Preferred Stock consisting of seven million one hundred thousand (7,100,000) shares and designated as the Series A Convertible Preferred Stock.
6. This Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of Delaware.
7. The capital of the Corporation will not be reduced under or by reason of any amendment herein certified.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its president this 22nd day of December, 2009.
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Name: Andrew S. Prince
Title: President and CEO