Attached files
| file |
filename |
| 10-K - FORM 10-K - Omagine, Inc. | tenk_2009.txt |
| EX-10 - EXHIBIT 10.10, EXHIBIT J TO PROPOSED SHARESHOLDERS' AGREEMENT; OMAGINE LLC - Omagine, Inc. | ex10-10final.htm |
| EX-31 - EXHIBIT 31.1, SARBANES-OXLEY 302 CERTIFICATION - Omagine, Inc. | sect302cert_ex31.txt |
| EX-32 - EXHIBIT 32.1, SARBANES-OXLEY 1350 CERTIFICATION - Omagine, Inc. | sec1350cert_ex32.txt |
| EX-99 - EXHIBIT 99.4, OMAGINE, INC. 2003 STOCK OPTION PLAN - Omagine, Inc. | ex99-4omagineplan.txt |
| EX-21 - EXHIBIT 21, SUBSIDIARIES OF THE REGISTRANT - Omagine, Inc. | ex21-subsidiaries.txt |
State of Delaware
Secretary of State
Division of Corporations
Delivered 11:50 AM 12/30/2009
FILED 11:50 AM 12/30/2009
SRV 091150434 - 3863714 FILE
Certificate of Amendment
of Certificate of Incorporation of
OMAGINE, INC.
Under Section 242 of the Delaware General Corporation Law
Omagine, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation") hereby
certifies as follows:
1. The Certificate of Incorporation of the Corporation is hereby
amended by changing the article thereof numbered fourth so that,
as amended, said Article FOURTH shall be and read as follows:
"FOURTH: The Corporation shall be authorized to issue two (2)
classes of stock. One class shall be designated as Common Stock
and shall be the voting stock of the corporation. The total
number of Shares of Common Stock that the corporation is
authorized to issue is fifty million (50,000,000) shares, with a
par value of one-tenth of one cent ($0.001) each. The other
class of stock corporation shall have authority to issue shall
be designated as Preferred Stock, and shall be non-voting stock
of the corporation. The total number of Shares of Preferred
Stock that the corporation shall have authority to issue shall
be eight hundred fifty thousand (850,000) Shares which shall
have a par value of one-tenth of one cent ($0.001) each and
which may be issued in series by the Board of Directors from
time to time. The terms, conditions and character of the Shares
of Preferred Stock shall be fixed by the Board of Directors of
the Corporation prior to the time of any such Preferred Stock
Shares are issued by the Corporation.
Each one hundred (100) shares of the Corporation's Common Stock,
par value $0.001 per share, issued and outstanding as of 5:00
p.m. eastern time on the date this Certificate of Amendment is
filed with the Secretary of State of the State of Delaware shall
be converted and reclassified into one (1) share of the
Corporation's Common Stock, par value $0.01 per share (the
"Reverse Split").
Any fractional shares resulting from such conversion will be
redeemed for cash following the aggregation and sale by the
Corporation's transfer agent of all shares otherwise issuable.
Immediately following the Reverse Split, each issued and
outstanding share of the Corporation's Common Stock, par value
$0.01 per share shall be converted and reclassified into twenty
(20) shares of the Corporation's Common Stock, par value $0.001
per share.
2. The foregoing amendment has been duly adopted in accordance
with the provisions of Section 242 of the General Corporation
Law of the State of Delaware by the vote of a majority of each
class of outstanding stock of the Corporation entitled to vote
thereon.
IN WITNESS WHEREOF, I have signed this Certificate this 29th day
of December, 2009.
/s/ Charles P. Kuczynski
--------------------------
Charles P. Kuczynski
Corporate Secretar
