exv4w2



 





Exhibit 4.2




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 15, 1996.
	 
	 	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)	 	Twenty Million (20,000,000) 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





-1-









 






	 	 	 	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 6,917,664 shares outstanding, 6,917,664 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
	 	6,917,664







	 	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
	 	6,218,799
	 	215,675
	 	10,511







	 	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:
$200,000.
	 
	 	 	 	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 15th  day of February, 1996.



-2-









 





	 	 	 	 	 
	 	ZOLTEK COMPANIES, INC.

 	 
	 	By:  	/s/ Zsolt Rumy
 	 
	 	 	Zsolt Rumy, President 	 
	 	 	 	 
	 



ATTEST:




/s/ Cheryl K. Renne 
Cheryl K. Renne, Secretary




	 	 	 	 	 	 	 
	STATE OF MISSOURI

	 	 	)	 	 	 
	 

	 	 	)	 	 	SS.
	COUNTY OF ST. LOUIS

	 	 	)	 	 	 






     I, Jill A. Curry , a Notary Public, do hereby certify that on this 15th
of February, 1996, 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
foregoing document as President of the corporation, and that the statements therein contained are
true.



	 	 	 	 	 
	 	 	 
	 	/s/ Jill A. Curry 	 
	 	Notary Public 	 
	 	 	 
	 




				
	 	My Commission expires	 	
 






-3-