Attached files
| file | filename |
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| 8-K - Xstelos Holdings, Inc. | form8k09073_12232013.htm |
| EX-3.2 - Xstelos Holdings, Inc. | ex32to8k09073_12232013.htm |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
XSTELOS HOLDINGS, INC.
Under Section 242 of the Delaware General Corporation Law
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It is hereby certified that:
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1.
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The name of the corporation is Xstelos Holdings, Inc. (the “Corporation”).
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2.
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The Certificate of Incorporation of the Corporation is hereby amended by deleting Section 4.1 of Article FOURTH thereof and replacing it with the following:
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“4.1: The total number of shares of stock which the Corporation shall have authority to issue is 31,000,000 shares, consisting of 30,000,000 shares of common stock, par value $0.001 per share (“Common Stock”), and 1,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”).
Upon this Certificate of Amendment becoming effective pursuant to the General Corporation Law of the State of Delaware (the “Effective Time”), the Corporation shall implement a reverse stock split of its Common Stock (the “Reverse Stock Split”), whereby every two thousand (2,000) shares of Common Stock issued and outstanding of record or held by the Corporation as treasury stock immediately prior to the Effective Time (“Old Common Stock”) shall be automatically reclassified as, and converted into, one (1) share of Common Stock (“New Common Stock”). The authorized number of shares, and par value per share, of Common Stock shall not be affected by the Reverse Stock Split.
Upon the Effective Time, notwithstanding the provisions of the immediately preceding paragraph, no fractional shares of New Common Stock shall be issued to any holder of fewer than two thousand (2,000) shares of Old Common Stock held immediately prior to the Effective Time, and in lieu of such fractional interests, the Corporation shall pay in cash to each such holder a price per share in an amount equal to the product of the number of shares of Old Common Stock held by such holder immediately prior to the Effective Time multiplied by One and 37/100th Dollars ($1.37), without interest.
Each stock certificate that immediately prior to the Effective Time represented shares of Old Common Stock shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified, subject to the elimination of fractional interests as described above.
Except as may be provided in this Certificate of Incorporation or in a designation with respect to Preferred Stock, the holders of shares of New Common Stock shall have the exclusive right to vote on all matters on which a holder of Common Stock shall be entitled to vote at all meetings of the stockholders of the Corporation and shall be entitled to one vote for each share of New Common Stock entitled to vote at such meeting.”
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3.
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The foregoing amendment shall be effective as of 6:00 p.m. Eastern Time on December 23, 2013.
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4.
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The amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware and by the affirmative vote of the holders of a majority of the capital stock of the Corporation at a meeting duly noticed and conducted in accordance with the Bylaws of the Corporation.
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[The remainder of this page has been intentionally left blank; signature page follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of Certificate of Incorporation to be executed on this 23rd day of December, 2013.
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XSTELOS HOLDINGS, INC.
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By:
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/s/ Jonathan M. Couchman
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Name:
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Jonathan M. Couchman
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Title:
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President, Chief Executive Officer and Chief Financial Officer
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