Flashnet filed its amended S-1A filing today:
freeedgar.com
As I read the following Exhibit 3.4, PWCC should get 3.4 shares for each of its 329,490 shares after a split (i.e. 1,120,266 shares). According to the filing, the total amount was upped to $48,300,000 with an estimated pricing between $12 and $14 (3,000,000 shares, tho, doesn't work out).
TYPE: EX-3.4 SEQUENCE: 3 DESCRIPTION: EXHIBIT 3.4
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 3.4 shares for each one 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
Eight 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.
. ARTICLE III
Each such amendment made by the Restated Articles has been effected in
conformity with the provisions of the Texas Business Corporation Act and the
Original Articles and each amendment made by the Restated Articles was duly
adopted by the shareholders of the Corporation on February 22, 1999.
ARTICLE IV
The number of shares outstanding at the time of adoption of the Restated
Articles was 1,626,838 shares of common stock and 1,364,085 shares of Series
A Convertible Preferred Stock, all of which were entitled to vote on the
Restated Articles as so amended. The number of shares of common stock voted
for the Restated Articles was 1,501,613 and the number of shares of preferred
stock voted for the Restated Articles was 1,331,136. The number of
shares of common stock voted against the Restated Articles was zero and the
number of shares of preferred stock voted against the Restated Articles was
zero.
ARTICLE V
The Original Articles are hereby superseded by the following Restated
Articles, which accurately copy the entire text thereof as amended as set forth
above:
RESTATED ARTICLES OF INCORPORATION
OF
FLASHNET COMMUNICATIONS, INC.
ARTICLE ONE
THE NAME OF THE CORPORATION IS FLASHNET COMMUNICATIONS, INC.
ARTICLE TWO
THE PERIOD OF ITS DURATION IS PERPETUAL.
ARTICLE THREE
THE CORPORATION IS ORGANIZED FOR THE PURPOSE OF PROVIDING INTERNET SERVICES
TO THE GENERAL PUBLIC, COMMERCIAL INTERESTS AND OTHERS, AND THE TRANSACTION OF
ANY AND ALL LAWFUL BUSINESS FOR WHICH A CORPORATION MAY BE INCORPORATED UNDER
THE TEXAS BUSINESS CORPORATION ACT.
ARTICLE FOUR
THE AGGREGATE NUMBER OF SHARES WHICH THE CORPORATION SHALL HAVE THE
AUTHORITY TO ISSUE IS 55,000,000 SHARES, CONSISTING OF (i) 50,000,000 SHARES
OF COMMON STOCK, WITHOUT PAR VALUE, AND (ii) 5,000,000 SHARES OF PREFERRED
STOCK, $1.00 PAR VALUE.
EACH OF THE CORPORATION'S COMMON SHARES ISSUED AND OUTSTANDING IMMEDIATELY
PRIOR TO THE TAKING EFFECT OF THIS ARTICLE FOUR IS HEREBY CHANGED INTO 3.4
COMMON SHARES.
THE AGGREGATE STATED CAPITAL OF THE COMMON SHARES ISSUED AND OUTSTANDING
UPON THE TAKING EFFECT OF THIS ARTICLE FOUR SHALL BE THE SAME AS THE AGGREGATE
STATED CAPITAL OF THE COMMON SHARES ISSUED AND OUTSTANDING IMMEDIATELY PRIOR TO
THE TAKING EFFECT OF THIS ARTICLE FOUR.
EACH CERTIFICATE REPRESENTING ONE OR MORE COMMON SHARES ISSUED AND
OUTSTANDING IMMEDIATELY PRIOR TO THE TAKING EFFECT OF THIS ARTICLE FOUR SHALL
THEREAFTER REPRESENT THE SAME NUMBER OF COMMON SHARES; AND THE CORPORATION SHALL
ISSUE TO OR UPON THE ORDER OF EACH HOLDER
RESTATED ARTICLES OF INCORPORATION
OF RECORD, AS OF THE CLOSE OF BUSINESS ON THE DAY THIS ARTICLE FOUR TAKES
EFFECT, AN ADDITIONAL CERTIFICATE OR CERTIFICATES REPRESENTING 2.4 COMMON
SHARES FOR EACH COMMON SHARE THERETOFORE REPRESENTED BY SUCH OUTSTANDING
SHARE CERTIFICATE.
Sorry about the long post, but this can't be bad. I think I am right,
but someone please check my numbers. Thanks.
Mo. |
