-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HPtMtIR2VJwCo/Pxysag7ry2Uk4nLEjF+U7pz6BpbzBLXcEi/s+oDwR+Px6+WR4b o35BqAKEpoZPyn3nOfLIJg== 0000950123-96-002944.txt : 19960613 0000950123-96-002944.hdr.sgml : 19960613 ACCESSION NUMBER: 0000950123-96-002944 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960610 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORION ACQUISITION CORP II CENTRAL INDEX KEY: 0001011835 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 133863260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-20837 FILM NUMBER: 96578760 BUSINESS ADDRESS: STREET 1: 1430 BROADWAY STREET 2: 13TH FL CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2123911392 MAIL ADDRESS: STREET 1: 1430 BROADWAY 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 8-A12G 1 FORM 8-A 1 FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Orion Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 13-3863260 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1430 Broadway, 13th Floor, New York, New York 10018 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class to be so registered Name of each exchange on which each class is to be registered None. Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $.01 par value (Title of class) Redeemable Class A Common Stock Purchase Warrant (Title of class) Redeemable Class B Unit Purchase Warrant (Title of class) Units, consisting of one share of Common Stock and one Redeemable Class A Common Stock Purchase Warrant (Title of class) 2 FORM 8-A ORION ACQUISITION CORP. II ITEM 1. Description of Registrant's Securities to be Registered. Incorporated by reference from Registrant's Amendment No. 1 to Form SB-2 Registration Statement, dated May 14, 1996, file No. 333-3252.
ITEM 2. Exhibits. 1.a. Specimen of Common Stock Certificate. 1.b. Specimen of Unit Certificate. 1.c. Specimen of Redeemable Class A Common Stock Purchase Warrant. 1.d. Specimen of Redeemable Class B Unit Purchase Warrant. 2.a. Form of Amended and Restated Certificate of Incorporation of Registrant. 2.b. Bylaws of Registrant - incorporated by reference from Exhibit 3.2 to Registrant's Form SB-2 Registration Statement, dated April 5, 1996.
3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. ORION ACQUISITION CORP. II Dated: June 6, 1996 By: /s/ Richard C. Hoffman ------------------------ Richard C. Hoffman Secretary 4 EXHIBIT INDEX Exhibit No. Description - ------------ ----------- 1.A. SPECIMEN OF COMMON STOCK CERTIFICATE 1.B. SPECIMEN OF UNIT CERTIFICATE 1.C. SPECIMEN OF REDEEMABLE CLASS A COMMON STOCK PURCHASE WARRANT 1.D. SPECIMEN OF REDEEMABLE CLASS B UNIT PURCHASE WARRANT 2.A. FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REGISTRANT 2.B. BYLAWS OF REGISTRANT-INCORPORATED BY REFERENCE EX-1.A. 2 COMMON STOCK CERTIFICATE 1 Exhibit 1.a. ORION ACQUISITION CORP. II Common Stock INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE C- SEE REVERSE SIDE FOR [Shares] _______ CERTAIN DEFINITIONS ________ CUSIP 685924 10 2 This is to Certify that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $0.01, OF ORION ACQUISITION CORP. II a corporation incorporated under the laws of the State of Delaware. The shares evidenced by this certificate are transferable only on the stock transfer books of ORION ACQUISITION CORP. II by the holder hereof, in person or by attorney, upon surrender of this certificate properly endorsed. IN WITNESS WHEREOF ORION ACQUISITION CORP. II has caused this certificate to be executed by the signatures of its duly authorized officers and has caused its facsimile seal to be hereunto affixed. Dated: Secretary President Countersigned and Registered: American Stock Transfer & Trust Company By Transfer Agent and Registrar 2 ORION ACQUISITION CORP. II The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT....Custodian.... (Cust) (Minor) TEN ENT - as tenants by the entireties under Uniform Gift to Minors JT TEN - as joint tenants with right Act................... of survivorship and not as (State) tenants in common Additional abbreviations may also be used though not in the above list. For value received, ____________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _______________________________________________________________________________ _______________________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE. _______________________________________________________________________________ _______________________________________________________________________________ ________________________________________________________________________ Shares represented by the within Certificate, and so hereby irrevocably constitute and appoint _______________________________________________________________________ Attorney to transfer the said Shares on the books of the within named corporation with full power of substitution in the premises. Dated:___________________________________________ In the presence of______________________________________ Signature ______________________________________ Signature NOTE: THE ABOVE SIGNATURE SHOULD CORRESPOND EXACTLY WITH THE NAME ON THE FACE OF THIS STOCKHOLDERS(S) CERTIFICATE AND MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION WITH MEMBERSHIP IN AN APPROVED SIGNATURE MEDALLION PROGRAM. EX-1.B. 3 UNIT CERTIFICATE 1 Exhibit 1.b. ORION ACQUISITION CORP. II Units (comprised of one share of Common Stock and one Redeemable Class A Warrant entitling the holder thereof to purchase, upon consummation of a Business Combination, one share of Common Stock at a price of $9.00) INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE U- SEE REVERSE SIDE FOR [Units] _______ CERTAIN DEFINITIONS _______ CUSIP 685924 20 1 THIS CERTIFIES THAT for value received (the "Registered Holder") is the owner of the number of Units specified above, transferable only on the books of Orion Acquisition Corp. II (the "Corporation") by the Registered Holder thereof in person or by his or her duly authorized attorney, on surrender of this Unit Certificate properly endorsed. Each Unit consists of one (1) share of the Corporation's common stock, par value $.01 per share (the "Common Stock"), and one (1) redeemable Class A common stock purchase warrant (the "Warrants") to purchase one (1) share of Common Stock for $9.00 per share (subject to adjustment) at any time on or after the consummation of a Business Combination by the Corporation and before 5:00 P.M. New York time on May , 2001 (the "Expiration Date"). The terms of the Warrants are governed by a Warrant Agreement dated as of May 28, 1996 (the "Warrant Agreement") between the Company and American Stock Transfer & Trust Company, as Warrant Agent (the "Warrant Agent"), and are subject to the terms and provisions contained therein, all of which terms and provisions the Registered Holder of this Unit Certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Corporation and are available to any Registered Holder on written request and without cost. The Warrants shall be void unless exercised before 5:00 P.M., New York time, on the Expiration Date. This Certificate is not valid unless countersigned and registered by the Transfer Agent, Warrant Agent and Registrar of the Corporation. The Warrants and the shares of Common Stock of the Corporation represented by this Unit Certificate shall be nondetachable and not separately transferable until such date as shall be determined by H.J. Meyers & Co., Inc. (the "Separation Date"). 2 IN WITNESS WHEREOF, the Corporation has caused this Unit Certificate to be duly executed, manually or by facsimile, by its officers thereunto duly authorized and a facsimile of its corporate seal to be imprinted hereon. Dated: By: By: Secretary President Countersigned and Registered: American Stock Transfer & Trust Company By Transfer Agent, Warrant Agent and Registrar 3 ORION ACQUISITION CORP. II SEPARATION PROVISIONS This certificate certifies that for value received, the Registered Holder hereof is entitled, at and after such time as H.J. Meyers & Co., Inc. may determine that the Common Stock and the Warrants, which comprise the Units, shall be separately transferable (the "Separation Date"), to exchange each Unit represented by this Unit Certificate for Common Stock certificates representing one share of Common Stock and one Warrant Certificate representing one Warrant upon surrender of this Unit Certificate to the Transfer Agent at the office of the Transfer Agent together with any documentation required by such Transfer Agent. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT....Custodian.... (Cust) (Minor) TEN ENT - as tenants by the entireties under Uniform Gift to Minors JT TEN - as joint tenants with right Act..................... of survivorship and not as (State) tenants in common Additional abbreviations may also be used though not in the above list. For value received, ____________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _______________________________________________________________________________ _______________________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE. _______________________________________________________________________________ _______________________________________________________________________________ _________________________________________________________________________ Units represented by the within Certificate, and so hereby irrevocably constitute and appoint _______________________________________________________________________ Attorney to transfer the said Shares on the books of the within names corporation with full power of substitution in the premises. 4 Dated:________________________________________ ___________________________________________________ NOTICE: The above signature should correspond exactly with the name on the face of this Unit Certificate or with the name of the assignee appearing in the assignment form above and must be guaranteed by an eligible guarantor institution with membership in an approved Signature Guarantee Medallion Program. EX-1.C. 4 CLASS A WARRANT 1 Exhibit 1.c. ORION ACQUISITION CORP. II Incorporated Under the Laws of the State of Delaware No.WA-__ _____ Class A Warrants CUSIP 685924 11 0 This Warrant Certificate certifies that or registered assigns, is the registered holder of the number of Class A Redeemable Unit Purchase Warrants (the "Warrants") set forth above to purchase initially, at any time from the closing date of the first Business Combination (as defined in the Warrant Agreement described below), until 5:00 p.m., New York time on [the fifth anniversary of the effective date of the registration statement] (the "Expiration Date"), one (1) fully paid and nonassessable share per Warrant (the "Shares"), of Common Stock, $.01 par value (the "Common Stock"), of Orion Acquisition Corp. II, a Delaware corporation (the "Company"), at the exercise price of $9.00 per Share (the "Exercise Price"), upon the surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement dated as of May 28, 1996 (the "Warrant Agreement") by and among the Company and American Stock Transfer & Trust Company (the "Transfer Agent"). Copies of the Warrant Agreement are on file at the office of the Corporation and are available on written request and without cost. Payment of the Exercise Price shall be made by certified or cashier's check or money order payable to the order of the Company. No Warrant may be exercised after 5:00 P.M., New York time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the 2 Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. The Warrant Agreement also provides that the Warrants are redeemable by the Company upon the occurrence of certain conditions set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange as provided herein, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof; and of any distribution to the holder(s) hereof; and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. IN WITNESS WHEREOF, the undersigned has executed this certificate this _____ day of _________, 1996. [SEAL] ORION ACQUISITION CORP. II _________________________ _____________________________ William Remley, President Richard C. Hoffman, Secretary 3 FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Warrant Certificate.) FOR VALUE RECEIVED________________ hereby sells, assigns and transfers unto _______________________ (Please print name and address of transferee) this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________ Attorney, to transfer the within Warrant Certificate on the books of Orion Acquisition Corp. II, with full power of substitution. Dated:_____________________ Signature____________________ (Insert Social Security or Other Identifying Number of Holder) Signature Guaranteed: _____________________________ NOTE: THE ABOVE SIGNATURE SHOULD CORRESPOND EXACTLY WITH THE NAME ON THE FACE OF OF THIS STOCKHOLDER(S) CERTIFICATE AND MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION WITH MEMBERSHIP IN AN APPROVED SIGNATURE MEDALLION PROGRAM. 4 FORM OF ELECTION TO PURCHASE The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase: ________ Shares of Common Stock and herewith tenders in payment for such securities a certified or cashier's check or money order payable to the order of Orion Acquisition Corp. II in the amount of $__________, all in accordance with the terms hereof. The undersigned requests that a certificate for such securities be registered in the name of __________________ whose address is _____________________________ and that such Certificate be delivered to _______________________ whose address is Dated:___________________ Signature_____________________ (Signature must conform in all respects to the name of holder as specified on the face of the Warrant Certificate.) (Insert Social Security or Other Identifying Number of Holder) EX-1.D. 5 CLASS B WARRANT 1 Exhibit 1.d. ORION ACQUISITION CORP. II Incorporated Under the Laws of the State of Delaware No.WU-l _____ Class B Warrants CUSIP 685924 12 8 This Warrant Certificate certifies that or registered assigns, is the registered holder of the number of Class B Redeemable Unit Purchase Warrants (the "Warrants") set forth above to purchase initially, at any time from the closing of the first Business Combination (as defined in the Warrant Agreement described below), until 5:00 p.m., New York time on the first anniversary of such initial exercise date (the "Expiration Date"), one unit per Warrant (the "Units"), each Unit consisting of one (1) fully paid and nonassessable share (the "Shares"), of Common Stock, $.01 par value (the "Common Stock"), of Orion Acquisition Corp. II, a Delaware corporation (the "Company"), and one (1) Class A nonredeemable common stock purchase warrant (the "Class A Warrants") of the Company at the exercise price of $0.125 per Unit (the "Exercise Price"), upon the surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement dated as of May 28, 1996 (the "Warrant Agreement") by and among the Company and American Stock Transfer & Trust Company (the "Transfer Agent"). Copies of the Warrant Agreement are on file at the office of the Corporation and are available to any Registered Holder on written request and without cost. Payment of the Exercise Price shall be made by certified or cashier's check or money order payable to the order of the Company. No Warrant may be exercised after 5:00 P.M, New York time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, shall thereafter be void. Each Class A Warrant entitles the registered holder to purchase one (1) share of Common Stock at $9.00 per share at the times set forth in the Warrant Agreement. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. 2 The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. The Warrant Agreement also provides that the Warrants are redeemable by the Company upon the occurrence of certain conditions set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange as provided herein, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof; and of any distribution to the holder(s) hereof; and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. IN WITNESS WHEREOF, the undersigned has executed this certificate this _____ day of _________, 1996. [SEAL] ORION ACQUISITION CORP. II _________________________ William Remley, President _____________________________ Richard C. Hoffman, Secretary 3 FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Warrant Certificate.) FOR VALUE RECEIVED________________ hereby sells, assigns and transfers unto _______________________ (Please print name and address of transferee) this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________ Attorney, to transfer the within Warrant Certificate on the books of Orion Acquisition Corp. II, with full power of substitution. Dated:_____________________ Signature____________________ (Insert Social Security or Other Identifying Number of Holder) Signature Guaranteed: ________________________ NOTE: THE ABOVE SIGNATURE SHOULD CORRESPOND EXACTLY WITH THE NAME ON THE FACE OF OF THIS STOCKHOLDER(S) CERTIFICATE AND MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION WITH MEMBERSHIP IN AN APPROVED SIGNATURE MEDALLION PROGRAM. 4 FORM OF ELECTION TO PURCHASE The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase: ________ Units and herewith tenders in payment for such securities a certified or cashier's check or money order payable to the order of Orion Acquisition Corp. II in the amount of $__________, all in accordance with the terms hereof. The undersigned requests that a certificate for such securities be registered in the name of __________________ whose address is _____________________________ and that such Certificate be delivered to _______________________ whose address is Dated:___________________ Signature_____________________ (Signature must conform in all respects to the name of holder as specified on the face of the Warrant Certificate.) (Insert Social Security or Other Identifying Number of Holder) EX-2.A. 6 AMEND/RESTATED CERTIFICATE OF INC OF REG 1 Exhibit 2.a. RESTATED CERTIFICATE OF INCORPORATION OF ORION ACQUISITION CORP. II The undersigned, being the duly elected President of Orion Acquisition Corp. II, a Delaware corporation, does hereby certify as follows: 1. That the Certificate of Incorporation of Orion Acquisition Corp. II, originally filed on October 19, 1995, as amended by a Certificate of Amendment Before Payment of Capital, filed on November 17, 1995, as corrected by a Certificate of Correction of the Certificate of Amendment Before Payment of Capital, filed on November 27, 1995, as amended by a Certificate of Amendment Before Payment of Capital, filed on December 15, 1995, is amended and restated to read as follows: FIRST: The name of the corporation (hereinafter called the "Corporation") is ORION ACQUISITION CORP. II SECOND: The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 32 Loockerman Square, Suite L-100, City of Dover, County of Kent; and the name of the name of the registered agent of the corporation in the State of Delaware at such address is The Prentice-Hall Corporation System, Inc. THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of all classes of stock of which the Corporation shall have authority to issue is 11,000,000, of which 10,000,000 shall be shares of Common Stock, par value $.01 per share, and 1,000,000 shall be shares of Preferred Stock, par value $.01 per share. The relative rights, preferences and limitations of the shares of capital stock shall be as follows: (a) Common Stock. The Corporation's Common Stock shall be 2 of one class. (b) Preferred Stock. (i) Authority of Board of Directors to Designate Preferred Stock. Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided herein or by law. Different series of Preferred Stock shall not be construed to constitute different classes of shares for the purposes of voting by classes unless expressly provided for herein or by law. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions providing for the issuance of the shares thereof, to determine and fix such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges, and liquidation preferences, as shall be stated and expressed in such resolutions, all to the full extent now or hereafter permitted by the General Corporation Law of the State of Delaware. Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to the Preferred Stock of any other series to the extent permitted by law. (ii) Designation of Series A Convertible Preferred Stock. Two hundred (200) shares of the Preferred Stock shall be designated as "Series A Convertible Preferred Stock" and shall have the following rights: 3 A. Voting. Series A Convertible Stock will not be entitled to vote with respect to the election of directors or on any other matter submitted to stockholders, unless required by law or upon conversion to common stock, as provided below. B. Conversion Privilege. Each share of the Series A Convertible Preferred Stock shall be converted into one thousand shares of the common stock of the Company at the election of the holder(s) for a period of one year commencing on the first business day after the completion of a Business Combination by the corporation, which shall be defined as a statutory merger, share exchange, purchase of capital stock, asset acquisition or other business combination with an operating business, such business not to be limited to any particular location or industry. C. Redemption Privilege. The Series A Convertible Preferred Stock is redeemable at the option of the holder(s) at any time. The redemption price shall be the price originally paid to the Corporation for such Series A Convertible Preferred Stock, as established by the Corporation's Board of Directors. In the event of a liquidation or dissolution of the Corporation, the rights of the holders of the Corporation's Common Stock are subordinate to the rights of the holder(s) of the Series A Convertible Preferred Stock hereunder to receive back their original purchase price per share. The Series A Convertible Preferred Stock shall not otherwise participate in any liquidation or dissolution of the Corporation or be entitled to receive any dividend thereon. FIFTH: The corporation is to have perpetual existence. SIXTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or 4 of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders, or class of stockholders, of this corporation, as the case may be, and also on this corporation. SEVENTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation, and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided: 1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. The phrase "whole Board" and the phrase "total number of directors" shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot. 2. After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of Section 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of 5 subsection (d) of Section 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation. 3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holders thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any of class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of Section 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class. EIGHTH: The Corporation will not consummate a Business Combination unless it is approved by a vote of two-thirds of the shares of the Common Stock of the Corporation voted by non-affiliated public stockholders (in person or in proxy). NINTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. TENTH: The corporation shall, to the fullest extent permitted by the provisions of Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which 6 those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. ELEVENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the law of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH. 2. The foregoing Amendment and Restatement of the Certificate of Incorporation has been duly approved by the Board of Directors and by the stockholders of the Corporation pursuant to Section 245(c) of the General Corporation Law of the State of Delaware. March 25, 1996 ____________________________ William L. Remley, President Attest: _______________________ Richard C. Hoffman, Secretary -----END PRIVACY-ENHANCED MESSAGE-----