Attached files
| file | filename |
|---|---|
| 8-K - MDU COMMUNICATIONS INTERNATIONAL INC | v205019_8k.htm |
| EX-99.1 - MDU COMMUNICATIONS INTERNATIONAL INC | v205019_ex99-1.htm |
Exhibit
3.1
CERTIFICATE
OF AMENDMENT
TO
THE AMENDED CERTIFICATE OF INCORPORATION
OF
MDU
COMMUNICATIONS INTERNATIONAL, INC.
(“Corporation”)
Pursuant
to Section 242
of the
General Corporation Law of the
State of
Delaware
MDU Communications International,
Inc., a Corporation organized and existing under the General Corporation
Law of the State of Delaware (“DGCL”), does hereby certify that:
First: The currently effective
Amended Certificate of Incorporation of the Corporation (the “Certificate”) is
hereby amended as follows:
1.
Paragraph 4.1 of Article IV of the Certificate is hereby amended as
follows:
“4.1 Authorized
Capital. The Corporation shall have authority to issue (a)
thirty five million (35,000,000) shares of Common Stock, and (b) five million
(5,000,000) shares of Preferred Stock. Each share of Common Stock and
Preferred Stock shall have a par value of one-tenth of one cent
$0.001.”
2.
Article IV of the Certificate is hereby further amended to insert the following
paragraph immediately following the last paragraph of Article IV as currently
effective:
“4.5
Reverse Split.
As of 11:59 P.M. (EST) on December 9, 2010 (the “Effective Date”) every ten (10)
shares of issued and outstanding Common Stock will be combined into
and automatically become one (1) validly issued share of outstanding Common
Stock of the Corporation. The Corporation will not issue certificates
representing fractional shares of Common Stock in connection with the Reverse
Split. Each holder of a certificate or certificates of pre-split
Common Stock shall be entitled to receive, upon surrender of such certificates,
a new certificate or certificates for a number of shares equal to such holder’s
pre-split Common Stock divided by ten (10), with any fraction resulting from
such multiplication rounded up to the nearest whole number.”
Second: This Certificate of
Amendment was adopted by the approval of stockholders of the Company at the
Annual Meeting of Stockholders held June 10, 2010.
IN
WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be duly
executed this 8th day of
December 2010.
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MDU
COMMUNICATIONS INTERNATIONAL, INC.
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By:
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/s/ Bradley D. Holmstrom
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Name:
Bradley D. Holmstrom
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Title:
General Counsel and Corporate
Secretary
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