Attached files
| file | filename |
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| EX-99.1 - EXHIBIT 99.1 - INSIGNIA SYSTEMS INC/MN | a2021_0105isigexh991.htm |
| EX-3.2 - EXHIBIT 3.2 - INSIGNIA SYSTEMS INC/MN | a2021_0105isigexh32.htm |
| 8-K - FORM 8-K - INSIGNIA SYSTEMS INC/MN | a2021_0105isigform8k.htm |
Exhibit 3.1
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
INSIGNIA SYSTEMS, INC.
The undersigned, Kristine A. Glancy, Secretary of Insignia Systems,
Inc., a Minnesota corporation, (the
“Corporation”), hereby certifies
that:
1.
Article III, Section 1, of the Corporation’s Articles of
Incorporation has been amended to read in its entirety as
follows:
“1.
Authorized
Shares. The authorized shares
of stock of the corporation shall be 5,714,285 shares of common
stock having a par value of $.01 per
share.”
2.
such
amendment was adopted by the Corporation’s Board of Directors
in accordance with the requirements of, and pursuant to, Chapter
302A of the Minnesota Statutes;
3.
such amendment was adopted pursuant to
Section 302A.402 of the Minnesota Statutes in connection with a combination of the
Corporation’s common stock; and
4.
such
amendment will not adversely affect the rights or preferences of
the holders of outstanding shares of any class or series of the
Corporation and will not result in the percentage of authorized
shares of any class or series that remains unissued after such
combination exceeding the percentage of authorized shares of the
same class or series remaining unissued before the
combination.
The combination giving rise to the amendment set forth above
concerns a 1-for-7 reverse split of the common stock of the
Corporation. Such combination is being effected as
follows:
A.
at 5:00 p.m. Central Time on December 31, 2020 or,
if later, the date these Articles of Amendment are filed with the
Secretary of State of the State of Minnesota (the
“Effective
Time”), every seven
shares of common stock then outstanding will be combined and
converted into one share of common stock of the
Corporation;
B.
at
the Effective Time, each certificate representing shares of the
authorized but unissued capital stock of the Corporation or book
entries for the same recorded by the Corporation’s transfer
agent and registrar will be deemed to represent one-seventh of the
number of shares held of record by such shareholder of record as of
the Effective Time; and
C.
in
settlement of fractional interests which may arise as a result of
the combination, such common shareholders of record shall be
entitled to cash, without interest, in an amount equal to the
proceeds attributable to the sale of such fractional interests
following the aggregation and sale by the Corporation’s
transfer agent of all fractional interests; provided, however, that
to accommodate the needs of common shareholders of record who may
be acting as nominees for a number of beneficial holders, the
Corporation may settle for cash fractional interests which may
result from the allocation by capital shareholders of record of the
stock split shares to beneficial holders of the common stock,
although the aggregate amount of cash necessary to effect such
settlement may exceed the amount otherwise indicated by the number
of shares held of record by such shareholder.
IN WITNESS WHEREOF, I have subscribed my name this
30th
day of December
2020.
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/s/
Kristine A.
Glancy
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Kristine A. Glancy
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Secretary
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