exv4w3



 





Exhibit 4.3




CERTIFICATE OF AMENDMENT

OF

RESTATED ARTICLES OF INCORPORATION

OF

ZOLTEK COMPANIES, INC.





     Pursuant to the provisions of The General and Business Corporation Law of Missouri, the
undersigned Corporation certifies the following:




	 	1.	 	The name of the Corporation is Zoltek Companies, Inc.
	 
	 	 	 	The name under which the Corporation was originally organized was Zoltek Companies,
Inc.
	 
	 	2.	 	An amendment to the Corporation’s Restated Articles of Incorporation was
adopted by the shareholders on February 7, 1997.
	 
	 	3.	 	Article 4.1 is amended to read in its entirety as follows:






	 	4.1	 	The corporation shall have authority to issue the following shares:
	 
	 	(1)	 	Fifty Million (50,000,000) shares shall be common stock having a par value of
$.01 per share (“Common Stock”); and
	 
	 	(2)	 	One Million (1,000,000) shares shall be preferred stock having a par value of
$.01 per share (“Preferred Stock”).






	 	(a)	 	The Board of Directors, by adoption of an authorizing
resolution, may cause Preferred Stock to be issued from time to time in one or
more series.
	 
	 	(b)	 	The Board of Directors, by adoption of an authorizing
resolution, may with regard to the shares of any series of Preferred
Stock:.






	 	(i)	 	Fix the distinctive serial designation of the
shares;
	 
	 	(ii)	 	Fix the dividend rate, if any;
	 
	 	(iii)	 	Fix the date from which dividends on shares
issued before the date for payment of the first dividend shall be
cumulative, if any;
	 
	 	(iv)	 	Fix the redemption price and terms of
redemption, if any;
	 
	 	(v)	 	Fix the amounts payable per share in the event
of dissolution or liquidation of the Corporation, if any;
	 
	 	(vi)	 	Fix the terms and amounts of any sinking fund
to be used for the purchase or redemption of shares, if any;





 









 






	 	(vii)	 	Fix the terms and conditions under which the
shares may be converted, if any;
	 
	 	(viii)	 	Provide whether such shares shall be non-voting, or shall have full
or limited voting rights, and the rights, if any, of such shares to
vote as a class on some or all matters on which such shares may be
entitled to vote; and
	 
	 	(ix)	 	Fix such other preferences, qualifications,
limitations, restrictions and special or relative rights not required
by law.






	 	4.	 	Of the 16,210,338 shares outstanding, 16,210,338 of such shares were entitled
to vote on such amendment.
	 
	 	 	 	The number of outstanding shares of any class entitled to vote thereon as a class
were as follows:





	 	 	 
	Class
	 	Number of Outstanding Shares
	 	 	 
	Common Stock
	 	16,210,338







	 	5.	 	The number of shares voted for and against the amendment were as follows:





	 	 	 	 	 	 	 
	Class
	 	No. Voted For
	 	No. Voted Against
	 	No. Abstaining
	 	 	 	 	 	 	 
	Common Stock
	 	14,564,751
	 	1,112,869
	 	62,039







	 	6.	 	If the amendment changed the number or par value of authorized shares having a
par value, the amount in dollars of authorized shares having a par value as changed is:
$500,000
	 
	 	 	 	If the amendment changed the number of authorized shares without par value, the
authorized number of shares without par value as changed and the consideration
proposed to be received for such increased authorized shares without par value as
are to be presently issued are: Not applicable.
	 
	 	7.	 	If the amendment provides for an exchange, reclassification, or cancellation of
issued shares, or a reduction of the number of authorized shares of any class below the
number of issued shares of that class, the following is a statement of the manner in
which such reduction shall be effected: Not applicable.





     IN WITNESS WHEREOF, the undersigned, Zsolt Rumy, as President of the Corporation, has executed
this instrument on behalf of the Corporation and its Secretary .has affixed its
corporate seal hereto and attested said seal on the 7th  day of February, 1997.



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	 	ZOLTEK COMPANIES, INC.

 	 
	 	By:  	/s/ Zsolt Rumy
 	 
	 	 	Zsolt Rumy, President 	 
	 	 	 	 
	 



ATTEST:




/s/ Daniel D. Greenwell 
Daniel D. Greenwell, Secretary




	 	 	 	 	 	 	 
	STATE OF MISSOURI

	 	 	)	 	 	 
	 

	 	 	)	 	 	SS.
	COUNTY OF ST. LOUIS

	 	 	)	 	 	 






     I, Jill A. Curry , a Notary Public, do hereby certify that on this 7th
 day of February, 1997, personally appeared before me Zsolt Rumy who, being by me first duly
sworn, declared that he is the President of Zoltek Companies, Inc., that he signed the forgoing
document as President of the corporation, and that the statements therein contained are true.



	 	 	 	 	 
	 	 	 
	 	/s/ Jill A. Curry 	 
	 	Notary Public 	 
	 	 	 
	 




				
	 	My Commission expires:	 	
 







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