Attached files
file | filename |
---|---|
10-K - ANNUAL REPORT - GWS Technologies, Inc. | f10k2009_gws.htm |
EX-3.4 - CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF GWS TECHNOLOGIES DATED JUNE 30, 2008 - GWS Technologies, Inc. | f10k2009ex3iv_gws.htm |
EX-10.4 - INCENTIVE STOCK OPTION AGREEMENT WITH ERIC JOHNSON - GWS Technologies, Inc. | f10k2009ex10iv_gws.htm |
EX-10.2 - CONSULTING AGREEMENT WITH COTA LLC DATED MAY 19, 2009 - GWS Technologies, Inc. | f10k2009ex10ii_gws.htm |
EX-10.3 - INCENTIVE STOCK OPTION AGREEMENT WITH RICHARD REINCKE - GWS Technologies, Inc. | f10k2009ex10iii_gws.htm |
EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - GWS Technologies, Inc. | f10k2009ex32i_gws.htm |
EX-31.1 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - GWS Technologies, Inc. | f10k2009ex31i_gws.htm |
Exhibit
3.5
CERTIFICATE
OF AMENDMENT OF
CERTIFICATE
OF INCORPORATION
GWS
Technologies, Inc. (the “Corporation”), a corporation organized and existing
under the General Corporation Law of the State of Delaware, does hereby
certify:
FIRST:
That the Board of Directors of the Corporation has duly adopted resolutions (i)
authorizing the Corporation to execute and file with the Secretary of State of
the State of Delaware an amendment to the Corporation’s Certificate of
Incorporation to combine each twenty (20) outstanding shares of the
Corporation’s Common Stock, par value $.001 per share, into one (1) share of
Common Stock, par value $.001 per share; and (ii) declaring such amendment to be
advisable and recommended for approval by the Stockholders of the
Corporation.
SECOND:
That, thereafter, the Stockholders of said Corporation approved the amendment by
written consent of the outstanding shares in accordance with Section 228 of the
Delaware General Corporation Law.
THIRD:
That the amendment was duly adopted in accordance with the provisions of Section
242 of the Delaware General Corporation law by the Board of Directors and the
Stockholders of the Corporation.
FOURTH:
That the capital of the Corporation shall not be reduced under or by reason of
said amendment.
FIFTH:
That upon the effectiveness of this Certificate of Amendment of the Certificate
of Incorporation, that Article Fourth of the Certificate of Incorporation is
hereby amended such that, as amended, such paragraph shall read in its entirety
as follows:
“The
total number of shares of stock which this corporation shall have authority to
issue is one hundred ten million (110,000,000) with a par value of $.001 per
share amounting to $110,000.00. One hundred million (100,000,000) of those
shares are Common Stock and ten million (10,000,000) of those shares are
Preferred Stock. Each share of Common Stock shall entitle the holder thereof to
one vote, in person or by proxy on any matter on which action of the
stockholders of this corporation is sought. The holders of shares of Preferred
Stock shall have no right to vote those shares, except (i) as determined by the
Board of Directors of this corporation in accordance with the provisions of
Section (3) of ARTICLE FIFTH of this Amended and Restated Certificate of
Incorporation, or (ii) as otherwise provided by the Delaware General Corporation
Law, as amended from time to time. Effective at 12:01 a.m. PDT (the “Effective
Time”) on October 30, 2008 (the “Effective Date”) each twenty (20) shares of
Common Stock, par value $.001 per share, of this Corporation issued and
outstanding or held in treasury shall be combined into one (1) share of Common
Stock, par value $.001 per share, of this Corporation, without any action by the
holders thereof. No fractional shares of Common Stock will be issued
in connection with the effectiveness of the reverse split. Instead, the
Corporation will round up and issue a whole share to each affected stockholder.
Therefore, each stockholder who, immediately prior to the Effective Time on the
Effective Date, owns a number of shares which is not evenly divisible by twenty
shall, with respect to such fractional interest, be entitled to receive from the
Corporation an additional share of Common Stock.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of
Certificate of Incorporation to be executed by Richard Reincke, its President,
Chief Executive Officer and Secretary, this 13th day of October,
2008.
GWS
TECHNOLOGIES, INC.
By:
/s/ Richard
Reincke
Richard Reincke
President, Chief Executive Officer and
Secretary