SEC S-1 Filing for Flashnet.
I have reviewed this filing in some detail on FreeEdgar.com. I came across the following paragraph located within the S-1 filing for Flashnet (Exhibit 3.4, Restated Articles of Incorporation, Article II). Are you, or is anyone able to interpret what this means for existing shareholders? I have e-mailed PWCC to try to learn more about it.
</TEXT></DOCUMENT><DOCUMENT><TYPE>EX-3.4<SEQUENCE>5<DESCRIPTION>EXHIBIT 3.4
<TEXT><PAGE> FLASHNET COMMUNICATIONS, INC.
RESTATED ARTICLES OF INCORPORATION
Pursuant to the provisions of Article 4.07 of the Texas Business
Corporation Act, FlashNet Communications, Inc., a Texas corporation (the
"Corporation"), hereby adopts these Restated Articles of Incorporation (the
"Restated Articles"), which accurately reflect the original Articles of
Incorporation and all amendments thereto that are in effect to date
(collectively, the "Original Articles") and as further amended by such Restated
Articles as hereinafter set forth and which contain no other change in any
provision thereof.
ARTICLE I
The name of the Corporation is FlashNet Communications, Inc.
ARTICLE II
The Original Articles are amended by these Restated Articles as follows:
(a) Article Four is amended in its entirety to increase the number of authorized
shares of common stock from 5,000,000 to [50,000,000], to effect a split of
__________ shares for each _________ share of common stock outstanding, to
increase the number of authorized shares of preferred stock from 2,000,000 to
[5,000,000] and to more specifically vest in the Board of Directors the
authority to issue preferred stock in one or more series and to set the
designations, rights and preferences of the preferred stock; (b) Article Seven
is amended in its entirety to provide that the number of directors shall be set
forth in the Bylaws; (c) Article Ten is added regarding transactions between the
Corporation and its directors or officers; (d) Article Eleven is added to state
indemnification provisions; (e) Article Ten is redesignated as Article Twelve
and restated to limit director liability; (f) Article Eleven is redesignated as
Article Thirteen and restated to permit written consents by shareholders; (g)
Article Fourteen is added regarding special meetings of shareholders; and (h)
Article Fifteen is added regarding adoption, revision and repeal of Bylaws.
Hopefully I have given a sufficient cite for this information. Check it out for yourself at:
www.freeedgar.com/search/ViewFilings.asp?CIK=1063193&Directory=1047469&Year=98&SECIndex=44514&Extension=.tst&PathFlag=0&TextFileSize=1731121&SFType=&SDFiled=&DateFiled=12/18/98&SourcePage=FilingsResults&UseFrame=1&OEMSource=&FormType=S-1&CompanyName=FLASHNET_COMMUNICATIONS_INC
Thanks.
Mo. |
