**Exhibit4.6**

 

 

ARTICLES OFAMENDMENT

OF THE

ARTICLES OFINCORPORATION

OF

DAW TECHNOLOGIES,INC.

 

 

Pursuant to theprovisions of the Utah Revised Business Corporation Act, the undersignedcorporation does hereby adopt the following Articles of Amendment to itsArticles of Incorporation:

 

1.             The name of the corporation is Daw Technologies, Inc(the “Company”).

 

2.             The Articles of Incorporation of the Company are herebyamended as follows:

 

The existing Article III,as previously amended, is hereby amended by deleting the existing subsectionC.5(a)(ii) in its entirety and replacing it with the following:

 

(ii)   Automatic Conversion.   Subject to the provisions of thisparagraph, all outstanding shares of Series A Preferred Stock for whichconversion notices have not previously been received or for which redemptionhas not been made or required hereunder shall be automatically converted on theearlier to occur of:  (A) December 31,2002, at the then applicable Conversion Price (as defined herein), and (B) theTrading Day, if any, immediately following a period of thirty consecutiveTrading Days (each of which must occur following the Effective Date) duringeach of which the Per Share Market Value (as defined in Section III.C.7) shallexceed 200% of the Fixed Conversion Price (as defined in SectionIII.C.5(c)(i)), at the Fixed Conversion Price (as adjusted hereunder).  The conversion contemplated by this SectionIII.C.5(a)(ii) shall not occur without the consent of the Holder at such timeas (a)(1) an Underlying Shares Registration Statement is not then effective or(2) the Holder is not permitted to resell Underlying Shares pursuant to Rule144(k) promulgated under the Securities Act, without volume restrictions, asevidenced by an opinion letter of counsel acceptable to the Holder and thetransfer agent for the Common Stock; (b) there are not sufficient shares ofCommon Stock authorized and reserved for issuance upon such conversion; or (c)the Corporation shall have defaulted in any material respect on its covenantsand obligations hereunder or under the Purchase Agreement or RegistrationRights Agreement (each as defined in Section III.C.7).  Notwithstanding the foregoing, the date onwhich an automatic conversion would otherwise occur under this subsection shallbe extended (on a day-for-day basis) for any Trading Days after the EffectiveDate that a Holder is unable to resell Underlying Shares under an UnderlyingShares Registration Statement due to (a) the Common Stock not

 

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being listed or quotedfor trading on the NASDAQ or any Subsequent Market; (b) the failure of suchUnderlying Shares Registration Statement to be declared effective, or if sodeclared, to remain effective during the Effectiveness Period (as defined inthe Registration Rights Agreement) as to all Underlying Shares, or (c) thesuspension of the Holder’s right to sell Underlying Shares thereunder.  The provisions of Sections 5(a)(iii)(A) and(B) shall not apply to any automatic conversion pursuant to this Section5(a)(ii).

 

3.             The foregoing amendment to Article III of the Articlesof Incorporation was adopted by the Board of Directors of the Company byunanimous written consent on September 17, 2002, and by the holders of theoutstanding shares of the Company’s 3% Series A Convertible Preferred Stock(the “Series A Preferred”) by unanimous written consent on September 17, 2002.

 

6.           The foregoing amendment to Article III of the Articles ofIncorporation was approved by the holders of the Series A Preferred as follows:

 

a.             The designation of the voting group which voted on theamendment was Series A Preferred; the number of shares of Series A Preferredoutstanding and the number of votes entitled to be cast by the holders of theSeries A Preferred voting group was 411; and

 

b.             The total number of votes cast for the amendment by theSeries A Preferred voting group was 411; and the total number of votes castagainst the amendment by the Series A Preferred voting group was 0.

 

 

DATED the 18th day of September,2002.

 
|   |   | DAW TECHNOLOGIES, INC., |
|--------|--------|-------------------------|
|   |   | a Utah corporation      |
|   |   |                    |   |
|   |   |                    |   |
|   |   | By:                     | s/ Randy K.  Johnson |   |
|   |   |                    | Randy K.  Johnson, Vice President, |
|   |   |                    | Secretary and  General Counsel |

 

 

ADDRESS TO WHICH DIVISION MAY SEND

COPY UPON COMPLETION OF FILING

 

Randy K. Johnson

DAW TECHNOLOGIES, INC.

2700 South 900 West

Salt Lake City, UT 84119

 

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