BIOMETRX,
INC.
500 N.
BROADWAY
JERICHO,
NY 11753
INFORMATION
STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES
EXCHANGE ACT OF 1934 AND REGULATION 14C THEREUNDER
__________________
WE ARE
NOT ASKING YOU FOR A PROXY AND YOU
ARE
REQUESTED NOT TO SEND US A PROXY
__________________
To the
Stockholders of bioMETRX, Inc.:
NOTICE IS HEREBY GIVEN that certain
stockholders of bioMETRX, Inc., a Delaware corporation (“bioMETRX” or the
“Company”) have consented to taking of corporate actions by consent in lieu of a
meeting of stockholders. The corporate actions will be effective 20
days after the mailing of this information statement to:
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1.
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Approve
an amendment to our Certificate of Incorporation to affect a reverse stock
split of all of the outstanding shares of Common Stock, at a ratio of
between one-for-one hundred and one-for-two
hundred.
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2.
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Amend
our Certificate of Incorporation to increase the number of shares of
Common Stock the Company is authorized to issue to 50,000,000 and decrease
the par value of the Company’s Common Stock to $.001;
and
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Only stockholders of record at the
close of business on December 15, 2008 are entitled to notice of these corporate
actions. Holders of 56.4% of our Common Stock gave their written
consent to the above corporate actions. This written consent was
obtained pursuant to Section 228(a) of the Delaware General Corporation Law, as
amended.
For further information regarding the
matters as to which stockholder consent was given, I urge you to carefully read
the accompanying Information Statement. If you have questions about these
proposals or would like additional copies of the Information Statement, you
should contact Lorraine Yarde, Secretary, bioMETRX, Inc., 500 N. Broadway,
Jericho, New York 11753; telephone: (516) 937-2828.
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By
order of the Board of Directors
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|
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Mark
Basile
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President
and Chief Executive Officer
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|
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Jericho,
New York
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January
13, 2009
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BIOMETRX,
INC.
500 N.
BROADWAY
JERICHO,
NY 11753
(516)
937-2828
INFORMATION
STATEMENT PURSUANT TO SECTION 14(C)
OF THE
SECURITIES EXCHANGE ACT OF 1934
This Information Statement (the
“Information Statement”) is being mailed on or about January 13, 2009 to the
holders of record at the close of business on December 15, 2008, of the Common
Stock of bioMETRX, Inc., a Delaware corporation (“bioMETRX” or the “Company”),
in connection with action by written consent in lieu of an annual meeting to
authorize and approve:
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1.
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An
amendment to our Certificate of Incorporation to effect a reverse stock
split of all of the outstanding shares of Common Stock, at a ratio of
between one-for-one hundred and one-for-two
hundred.
|
|
2.
|
An
amendment to our Certificate of Incorporation increasing the number of
authorized shares of our Common Stock, to 50,000,000 shares and decreasing
the par value of the Company’s Common Stock to $.001;
and
|
Members
of the Board of Directors and stockholders owning or having voting authority for
26,942,281
shares of outstanding Common Stock have voted in favor of the above actions (the
“Consenting Stockholders”). These stockholdings represent
approximately 56.4% of the total outstanding common stock of bioMETRX sufficient
to take the proposed action on the record date of December 15,
2008. Pursuant to Reg.§240.14c-2(b), these actions will not be
effective until 20 days after this Information Statement is mailed to
stockholders. Dissenting stockholders do not have any statutory
appraisal rights as a result of the action taken. The Board of
Directors does not intend to solicit any proxies or consents from any other
stockholders in connection with this action.
Section 141(f) of the Delaware General
Corporation Law (the “Delaware Law”) provides that any action which may be taken
at any annual or special meeting of stockholders may be taken without a meeting
and without prior notice if a consent in writing setting forth the action taken
is signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to take such action. In order
to eliminate the costs and management time involved in obtaining proxies and in
order to effect the above actions as early as possible in order to accomplish
the purposes hereafter described, the Board of Directors voted to utilize, and
did in fact obtain, the written consent of the Consenting Stockholders who own
shares representing a majority of our common stock.
Pursuant
to Section 228(c) of the Delaware Law, we are required to provide prompt notice
of the taking of the corporate action without a meeting to the stockholders of
record who have not consented in writing to such action. This Information
Statement is intended to provide such notice. No dissenters’ or appraisal rights
under the Delaware Law are afforded to the Company’s stockholders as a result of
the approval of the proposals.
This Information Statement is being
distributed pursuant to the requirements of Section 14(c) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
The entire cost of furnishing this
Information Statement will be borne by bioMETRX. We will request
brokerage houses, nominees, custodians, fiduciaries and other like parties to
forward this Information Statement to the beneficial owners of the Common Stock
held of record by them and will reimburse such persons for their reasonable
charges and expenses in connection therewith.
WHAT
VOTE WAS REQUIRED TO APPROVE EACH ITEM?
For the approval of the proposed
corporate actions, the affirmative vote of a majority of the shares of common
stock outstanding and entitled to vote at the record date, or 24,333,905
shares, was required for approval. The total number of shares
outstanding as of December 15, 2008 was 47,770,002.
CONSENTING
SHAREHOLDERS
On December 15, 2008, our board of
directors unanimously adopted resolutions declaring the advisability of, and
recommended that shareholders approve the amendment to the Company’s Certificate
of Incorporation to authorize a reverse split of between one-for-one hundred and
one-for-two hundred of its shares of common stock and to increase the number of
shares the Company is authorized to issue to 50,000,000. In
connection with the adoption of these resolutions, the board elected to seek the
written consent of the holders of a majority of our outstanding shares in order
to reduce the costs and implement the proposals in a timely manner.
On December 15, 2008, the following
consenting shareholders, who collectively own 56.6% of our common stock,
consented in writing to the proposed Amendment:
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Shares
consented
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Total
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The
Naples Trust
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6,822,238
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14.297%
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Mark
Basile
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5,561,498
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11.655%
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Russell
Kuhn
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1,585,356
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3.322%
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BIL
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1,388,889
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2.911%
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Joe
Panico
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1,308,698
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2.742%
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Jane
Petri
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1,308,698
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2.742%
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Lorraine
Yarde
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1,285,670
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2.694%
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Bruce
Loewey
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1,194,242
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2.503%
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Mike
Tannenhauser
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1,054,440
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2.210%
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J.
Richard Iler
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810,330
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1.698%
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Elijah
Maor
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750,000
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1.572%
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Mark
Berkowitz
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555,556
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1.164%
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John
Russo
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555,555
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1.164%
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John
Botto
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555,555
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1.164%
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BioMETRX
Technologies/ Petri
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500,000
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1.048%
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Vince
Iannelli
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277,778
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0.582%
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Thomas
Iannelli
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277,778
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0.582%
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Kevin
Henderson
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250,000
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0.524%
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Frank
Santamorena
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250,000
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0.524%
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Mark
Tannenhauser
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200,000
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0.419%
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Jonathon
Tannenhauser
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200,000
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0.419%
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Lexmark
Consulting
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250,000
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0.524%
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26,942,281
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56.460%
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Under Delaware law, we are required to
give all shareholders written notice of any actions that are taken by writtten
consent without a shareholder meeting. Under Section 14(c) of the
Exchange Act, the transactions cannot become effective until 20 days after the
mailing date of this Information Statement to our shareholders.
We are not seeking written consent from
any of our shareholders and our other shareholders will not be given an
opportunity to vote with respect to the transactions. All necessary
corporate approvals have been obtained, and this Information Statement is
furnished solely for the purposes of:
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·
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Advising
shareholders of the action taken by written consent, as required by
Delaware law; and
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·
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Giving
shareholders advance notice of the actions taken, as required by the
Exchange Act.
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Shareholders who were not afforded an
opportunity to consent or otherwise vote with respect to the actions taken have
no right under Delaware law to dissent or require a vote of all our
shareholders.
Stock
Ownership Table
This table shows the number and
percentage of bioMETRX common stock owned of record and beneficially as of
December 15, 2008 by each of our directors and executive
officers. The table also shows the name, address and number and
percentage of shares owned by persons owning five percent of any
class.
Name and Address
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Number of Shares
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Percentage
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Mark
Basile
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5,561,498
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11.66 %
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CEO
and Chairman
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500
N. Broadway
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Jericho,
NY 11753
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Lorraine
Yarde
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1,285,670
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2.69
%
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COO
and Director
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500
N. Broadway
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Jericho,
NY 11753
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J.
Richard Iler
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810,330
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1.7
%
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Chief
Financial Officer and Director
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500
N. Broadway
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Jericho,
NY 11753
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Wendy
Borow-Johnson
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250,000
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.53
%
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Director
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500
N. Broadway
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Jericho,
NY 11753
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The
Naples Trust (1)
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6,822,238
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14.30%
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736
Carlisle Road
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Jericho,
NY 11753
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Frank
Santamorena
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250,000
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.53
%
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Director
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500
N. Broadway
Jerico,
NY 11753
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Officers
and directors as a group
(5
persons)
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14,979,736
|
31.35
%
|
_______________
(1) Mr.
Basile’s wife is the beneficiary of this trust.
APPROVAL
OF AMENDMENT OF THE COMPANY’S
CERTIFICATE
OF INCORPORATION
At
present, the Company is authorized to issue 100,000,000 shares of Common Stock,
and 10,000,000 shares of Preferred Stock. The Company’s Board of
Directors approved an amendment to the Company’s Certificate of Incorporation to
(a) reverse split the outstanding shares of the Company’s Common Stock at a
ratio of between one-for-one hundred and one-for-two hundred (the “Reverse
Split”); (b) reduce the par value of the Company’s Common Stock resulting from
the Reverse Split to $.001; and (c) increase the number of shares of Common
Stock the Company is authorized to issue after the reverse split to
50,000,000. A copy of the Amendment to the Certificate of
Incorporation substantially in the form it will be filed with the Secretary of
the State of Delaware is attached hereto as Appendix A.
Reverse
Split and Reduction of Par Value
As a
result of the Reverse Split, each share of Common Stock outstanding at the
effective time of the Reverse Split, will, without any action on the part of the
holder thereof, each outstanding share will become between one-hundredth and
one-two hundredth of a share of Common Stock. Within those
parameters, the Board will have the final decision of the ratio of the Reverse
Split. The amendment will also decrease the par value per share of
the Company’s common stock to $.001. The decrease in the par value
per share will reduce the Company’s capital stock accounts. For
purposes of this description, the Common Stock, as presently constituted, is
referred to as the “Old Common Stock” and the Common Stock resulting from the
Reverse Split is referred to as the “New Common Stock.” The bid price
of the Company’s Common Stock on December 19, 2008 was $0.046.
The
Reverse Split will become effective upon the filing with the Secretary of State
of an amendment to the Company’s Certificate of Incorporation which states that,
upon the filing of the Certificate of Amendment, each share of Old Common Stock
then issued and outstanding would automatically become such fraction of a share
of New Common Stock as determined by the Board.
Principal Effects of the
Reverse Split
The
principal effects of the Reverse Split will be as follows:
Based
upon the 47,770,002 shares of Old Common Stock outstanding on the Record Date,
the Reverse Split of one-for-one hundred and one-for-two hundred would decrease
the outstanding shares of Old Common Stock by approximately 99.90% and 99.995%,
respectively, or to 477,770 or 238,850 shares, respectively. The Reverse Split
of one-for-one hundred and one-for-two hundred also decreases the
authorized number of shares of Common Stock from 100,000,000 to 1,000,000 or
500,000 shares respectively.
The
Company will obtain a new CUSIP number for the New Common Stock at the time of
the Reverse Split. Following the effectiveness of the Reverse Split,
each yet to be determined number of shares of Old Common Stock, without any
action on the part of the holder, will represent one share of New Common
Stock.
Subject
to the provisions for elimination of fractional shares, as described below,
consummation of the Reverse Split will not result in a change in the relative
equity position or voting power of the holders of Old Common Stock.
The
Amendment to the Company’s Certificate of Incorporation will be filed with the
Secretary of State of Delaware twenty days after the mailing of this Information
Statement. The Reverse Split would become effective as of the date of such
filing (the “Effective Date”).
Purposes of the Reverse
Stock Split
The
Reverse Split will decrease the number of shares of Old Common Stock outstanding
and presumably increase the per share market price for the New Common Stock.
Theoretically, the number of shares outstanding should not, by itself, affect
the marketability of the stock, the type of investor who acquires it, or the
Company’s reputation in the financial community, but in practice this is not
necessarily the case, as many investors look upon a stock trading at or under
$1.00 per share as unduly speculative in nature and, as a matter of policy,
avoid investment in such stocks.
Many
leading brokerage firms are reluctant to recommend lower-priced securities to
their clients and a variety of brokerage house policies and practices currently
tend to discourage individual brokers within firms from dealing in lower-priced
stocks. Some of those policies and practices pertain to the payment of brokers’
commissions and to time-consuming procedures that make the handling of lower
priced stocks unattractive to brokers from an economic standpoint. In addition,
the structure of trading commissions also tends to have an adverse impact upon
holders of lower priced stocks because the brokerage commission on a sale of a
lower priced stock generally represents a higher percentage of the sales price
than the commission on a relatively higher priced issue.
The Board
of Directors believes that the Reverse Split is in the best interest of the
Company and its shareholders because it would reduce the number of shares of its
Common Stock outstanding to amounts that the Board of Directors believes are
more reasonable in light of its size and market capitalization. The Company
requires additional capital for its operations and does not believe that it will
be able to raise the necessary capital unless the price of the Common Stock is
higher than the current Common Stock price levels. However, no assurance can be
given that the Reverse Split will result in any increase in the Common Stock
price or that the Company will be able to complete any financing following the
Reverse Split.
Exchange of Certificate and
Elimination of Fractional Share Interests
On the
Effective Date, shares of Old Common Stock will automatically be combined and
changed into one share of New Common Stock. No additional action on the part of
the Company or any shareholder will be required in order to affect the Reverse
Split. Shareholders will be requested to exchange their certificates
representing shares of Old Common Stock held prior to the Reverse Split for new
certificates representing shares of New Common Stock. Shareholders will be
furnished the necessary materials and instructions to affect such exchange
promptly following the Effective Date. Certificates representing shares of Old
Common Stock subsequently presented for transfer will not be transferred on the
books and records of the Company but will be returned to the tendering person
for exchange. Shareholders should not submit any certificates until requested to
do so. In the event any certificate representing shares of Old Common Stock is
not presented for exchange upon request by the Company, any dividends that may
be declared after the Effective Date of the Reverse Split with respect to the
Common Stock represented by such certificate will be withheld by the Company
until such certificate has been properly presented for exchange, at which time
all such withheld dividends which have not yet been paid to a public official
pursuant to relevant abandoned property laws will be paid to the holder thereof
or his designee, without interest.
No
fractional shares of New Common Stock will be issued to any
shareholder. Accordingly, shareholders of record who would otherwise
be entitled to receive fractional shares of New Common Stock, will, upon
surrender of their certificates representing shares of Old Common Stock, receive
a new certificate representing the New Common Stock rounded up to the nearest
whole share.
Federal Income Tax
Consequences of the Reverse Split
The
combination of shares of the Old Common Stock into one share of New Common Stock
should be a tax-free transaction under the Internal Revenue Code of 1986, as
amended, and the holding period and tax basis of the Old Common Stock will be
transferred to the New Common Stock received in exchange therefor.
This
discussion should not be considered as tax or investment advice, and the tax
consequences of the Reverse Split may not be the same for all shareholders.
Shareholders should consult their own tax advisors to know their individual
Federal, state, local and foreign tax consequences.
Change
in Authorized Capital Stock
The Board
of Directors has approved an amendment to the Company’s Certificate of
Incorporation which would change the number of authorized shares of Common
Stock, and the par value to $.001 per share. The number of authorized
common shares would be increased to 50,000,000 shares.
Discussion of the
Amendment
Under the
Company’s Certificate of Incorporation, the Board of Directors of the Company
has authority to issue authorized and unissued shares of Common and Preferred
Stock without obtaining approval from the holders of the Common Stock. The
holders of the Company’s Common Stock and Preferred Stock do not have preemptive
rights. The Preferred Stock provisions give the Board of Directors broad
authority to issue shares of Preferred Stock in one or more series and to
determine such matters as the dividend rate and preference, voting rights,
conversion privileges, redemption provisions, liquidation preferences and other
rights of each series. Each share of Common Stock is entitled to one vote. The
holders of any series of preferred stock issued in the future will be entitled
to such voting rights as may be specified by the Board of
Directors.
It is not
possible to determine the actual effect of the Preferred Stock on the rights of
the holders of Common Stock until the Board of Directors determines the rights
of the holders of a series of the Preferred Stock. However, such
effect might include (i) restrictions on the payment of dividends to the holders
of the Common Stock; (ii) dilution of voting power to the extent that the holder
of the Preferred Stock are given voting rights; (iii) dilution of the equity
interests and voting powers if the Preferred Stock is convertible into Common
Stock; and (iv) restrictions upon any distribution of assets to the holders of
the Common Stock upon liquidation or dissolution and until the satisfaction of
any liquidation preference granted to the holders of Preferred
Stock. Because of the broad powers granted to the Board of Directors
to issue shares of Preferred Stock and determine the rights, preferences and
privileges of the holders of such series, the Board of Directors has the power
to issue shares of Preferred Stock in a manner which could be used as a
defensive measure against a hostile takeover or to keep the Board of Directors
in power. However, the Board of Directors has no present plans to issue shares
for such purpose.
Purpose
It is important we preserve our
flexibility to issue additional shares of Common Stock. The Board believes that
the authorization of additional authorized shares of Common Stock is advisable
to provide us with the flexibility to take advantage of opportunities to issue
such stock in order to obtain capital, as consideration for possible
acquisitions or for other purposes including, without limitation, the issuance
of additional shares of Common Stock through stock splits and stock dividends in
appropriate circumstances. There are, at present, no plans, understandings,
agreements or arrangements concerning the issuance of additional shares of
Common Stock, except for the shares to be issued pursuant to existing agreements
or upon the exercise of stock options, warrants or other convertible securities,
currently outstanding.
Effects
of An Increase in Authorized Shares
Uncommitted authorized but unissued
shares of Common Stock may be issued from time to time to such persons and for
such consideration as the Board may determine. Holders of the then outstanding
shares of Common Stock may or may not be given the opportunity to vote thereon,
depending upon the nature of any such transactions, applicable law, the rules
and policies of the Over the Counter Bulletin Board (“OTCBB”) or other market
which we qualify Common Stock for trading, as the case may be, and the judgment
of the Board regarding the submission of such issuance to a vote of our
stockholders. Our stockholders have no preemptive rights to subscribe to newly
issued shares.
Moreover, it is possible that
additional shares of Common Stock would be issued under circumstances which
would make the acquisition of a controlling interest in us more difficult,
time-consuming, costly or otherwise discourage an attempt to acquire control of
us. Under such circumstances the availability of authorized and unissued shares
of Common Stock may make it more difficult for stockholders to obtain a premium
for their shares. Such authorized and unissued shares could be used to create
voting or other impediments or to frustrate a person seeking to obtain control
of us by means of a merger, tender offer, proxy contest or other means. Such
shares could be privately placed with purchasers who might cooperate with the
board in opposing such an attempt by a third party to gain control of us or
could also be used to dilute ownership of a person or entity seeking to obtain
control of us. Although we do not currently contemplate taking such action,
shares of Common Stock could be issued for the purposes and effects described
above and the Board reserves its rights to issue such stock for such
purposes.
The authorization of additional shares
of Common Stock pursuant to this proposal will have no dilutive effect upon the
proportionate voting power of our present stockholders. However, to the extent
that shares are subsequently issued to persons other than our present
stockholders, such issuance could have a dilutive effect on the earnings per
share and voting power of present stockholders. If such dilutive effect on
earnings per share occurs, we expect that any such dilutive effect would be
relatively short in duration. As described above, we believe that the
proposed increase in the number of authorized shares of Common Stock will
provide the flexibility needed to meet corporate objectives and is in the best
interest of our stockholders.
FORWARD
LOOKING STATEMENTS
This Information Statement and other
reports that we file with the SEC contain forward-looking statements about our
business containing the words “believes,” “anticipates,”
“expects” and words of similar import. These
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause our actual results or performance to be materially
different from the results or performance anticipated or implied by such
forward-looking statements. Given these uncertainties, shareholders
are cautioned not to place undue reliance on forward-looking
statements. Except as specified in SEC regulations, we have no duty
to publicly release information that updates the forward-looking statements
contained in this Information Statement. An investment in our Company
involves numerous risks and uncertainties, including those described
elsewhere in this Information Statement. Additional risks will be
disclosed from time-to-time in our future SEC filings.
ADDITIONAL
INFORMATION
This Information Statement should be
read in conjunction with certain reports that we previously filed with
the Securities and Exchange Commission (the “SEC”),
including our:
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·
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Annual
Report for the year ended December 31, 2007 (the “Form
10-KSB”);
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·
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Quarterly
Report for the period ended September 30, 2008 (the “Form
10-Q”)
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Copies of these reports are not
included in this Information Statement but may be obtained from the SEC’s web
site at “www.sec.gov.” We will mail copies of our prior SEC reports to any
shareholder upon written request.
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BY
ORDER OF THE BOARD OF DIRECTORS
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/s/ Mark Basile
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Mark
Basile, President
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Jericho,
New York
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January 13,
2009
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Appendix
A
STATE
OF DELAWARE
CERTIFICATE
OF AMENDMENT OF
CERTIFICATE
OF INCORPORATION
OF
BIOMETRX, INC.
Pursuant
to Delaware § 242
· First: That at a
meeting of the Board of Directors of bioMETRX, Inc. resolutions were duly
adopted setting forth a proposed amendment of the Certificate of Incorporation
of said corporation, declaring said amendment to be advisable and soliciting
written consents of the stockholders of said corporation for consideration
thereof.
The
resolutions setting forth the proposed amendment is as follows:
Resolved, that the Certificate
of Incorporation of this corporation be amended by changing the Article thereof
numbered “Fourth” so that, as amended, said Article shall be and read as
follows:
“FOURTH: The
total number of shares of stock which the Corporation shall have the authority
to issue is 60,000,000 shares of which 50,000,000 shall be shares of Common
Stock, par value $.001 per share, and 10,000,000 shall be shares of Preferred
Stock, par value $0.01 per share.
Simultaneously
with the effective date of this Certificate of Amendment (the “Effective Date”),
all shares of Common Stock issued and outstanding shall be and hereby are
automatically combined and reclassified as follows:
Each [one hundred (100) to two hundred
(200)] shares of Common Stock issued and outstanding shall be combined and
reclassified (the “Reverse Stock Split”) as one (1) share of Common
Stock. Fractional shares of Common Stock will be rounded up to the
nearest whole share.
The
Corporation may issue one or more series of the Preferred Stock, each of which
series may have such voting powers, full or limited, or no voting powers, such
other powers, and such designations, preferences and relative participating,
optional or other special rights, and qualifications, limitations or
restrictions thereon, if any, as shall be stated and expressed in a resolution
providing for the issuance of such series adopted by the Board of
Directors. The authority of the Board of Directors with respect to
each series of the Preferred Stock shall include but not be limited to,
determination of the following:
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A.
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The
number of shares of Preferred Stock of any series issued and the
distinctive designation of the shares of such series of stock, if
any;
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|
B.
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The
dividend rate on the shares of any series of Preferred Stock, whether
dividends shall be cumulative, and if so, from which date or dates, and
whether they shall be payable in preference to, or in another relation to,
the dividends payable on any other shares of
stock.
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C.
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Whether
any series of shares of Preferred Stock shall have conversion or exchange
privileges, and if so, the terms and conditions of such conversion or
exchange, including provision for adjustment of the conversion or exchange
rate in such events as the Board of Directors shall
determine;
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D.
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Whether
or not any series of shares of Preferred Stock shall be redeemable, and if
so, the terms and conditions of such redemption, including the manner of
selecting shares of Preferred Stock for redemption if less than all shares
of a series are to be redeemed, the date or dates upon or after which they
shall be redeemable, and the amount per share of stock payable in case of
redemption, which amount may vary under different conditions and at
different redemption dates.
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E.
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Whether
any series of shares of Preferred Stock shall be entitled to the benefit
of a sinking fund to be applied to the purchase or redemption of the
shares of stock, and if so, the terms and amounts of such sinking
funds.
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F.
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The
rights of any series of shares of Preferred Stock to the benefit of
conditions and restrictions upon the creation of indebtedness of the
Corporation or any subsidiary, upon the issue of any additional shares of
stock (including additional shares of stock of such series or of any other
series) and upon the payment of dividends or the making of other
distributions on, and the purchase, redemption or other acquisition by the
Corporation or any subsidiary of, any outstanding shares of stock of the
Corporation.
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G.
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The
rights of any series of shares of Preferred Stock in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation and whether such rights shall be in preference to, or in
another relation to, the comparable rights of any other class or classes
or series of shares of stock; and
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Any other relative, participating,
optional or other special rights, qualifications, limitations or restrictions of
any series of shares of Preferred Stock.”
· Second: That thereafter,
pursuant to resolution of its Board of Directors, signed written consents were
received in accordance with Section 228 of the General Corporation Law of the
State of Delaware representing the necessary number of shares as required by
statute were voted in favor of the amendment.
· Third: That said amendment was
duly adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
· Fourth: The
effective date of said amendment shall be February __, 2009.
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BIOMETRX,
INC.
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By:
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/s/ Mark Basile
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Mark
Basile, President
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