<PAGE>
 
                                                                     EXHIBIT 4.4

                         CERTIFICATE OF DESIGNATION OF
                           SERIES F PREFERRED STOCK

                                      OF

                              LASERTECHNICS, INC.


It is hereby certified that:

     1.   The name of the Company (hereinafter called the "Company") is
Lasertechnics, Inc. a Delaware corporation.

     2.   The certificate of incorporation of the Company authorizes the
issuance of Seven Million (7,000,000) shares of preferred stock, $.01 value per
share, and expressly vests in the Board of Directors of the Company the
authority provided therein to issue any or all of said shares in one or more
series and by resolution or resolutions to establish the designation and number
and to fix the relative rights and preferences of each series to be issued.

     3.   The Board of Directors of the Company, pursuant to the authority
expressly vested in it as aforesaid, has adopted the following resolutions
creating a Series F issue of Preferred Stock:

     RESOLVED, that NINE HUNDRED (900) of the Seven Million (7,000,000)
authorized shares of Preferred Stock of the Company shall be designated Series F
Preferred Stock, $.01 par value per share, and shall possess the rights and
preferences set forth below:

     Section 1.     Designation and Amount.  The shares of such series shall
                    ----------------------                                  
have a par value of $.01 per share and shall be designated as Series F Preferred
Stock (the "Series F Preferred Stock") and the number of shares constituting the
Series F Preferred Stock shall be NINE HUNDRED (900). The Series F Preferred
Stock shall have a stated value of Ten Thousand Dollars ($10,000) per share (the
"Original Series F Issue Price"), with an eight percent (8%) per annum accretion
rate as set forth herein.  The Series F Preferred Stock shall be issued by the
Company only (i) in exchange for an equal number of outstanding shares of Series
D Preferred Stock or Series E Preferred Stock or (ii) for cash, in a transaction
the proceeds of which are used by the Company to fund the redemption or
repurchase of shares of Series D Preferred Stock or Series E Preferred Stock.

     Section 2.     Rank.     The Series F Preferred Stock shall rank: (i)
                    ----                                                  
junior to any other class or series of capital stock of the Company hereafter
created specifically ranking by its terms senior to the Series F Preferred Stock
(collectively, the "Senior Securities"); (ii) prior to all of the Company's
Common Stock, $.01 par value per share ("Common Stock"); (iii) prior to any
class or series of capital stock of the Company hereafter created not
specifically ranking by its terms senior 

                                      -1-
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to or on parity with any Series F Preferred Stock of whatever subdivision
(collectively, with the Common Stock, "Junior Securities"); and (iv) on parity
with the Series A Preferred Stock of the Company, par value $.01 per share (the
"Series A Preferred Stock"), the Series B Preferred Stock of the Company, par
value $.01 per share (the "Series B Preferred Stock"), the Series C Preferred
Stock of the Company, par value $.01 per share (the "Series C Preferred Stock"),
the Series D Preferred Stock of the Company, par value $.01 per share (the
"Series D Preferred Stock"), the Series E Preferred Stock of the Company, par
value $.01 per share (the "Series E Preferred Stock") and any class or series of
capital stock of the Company hereafter created specifically ranking by its terms
on parity with the Series F Preferred Stock ("Parity Securities") in each case
as to distributions of assets upon liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary (all such distributions being referred
to collectively as "Distributions").

     Section 3.     Dividends.      The Series F Preferred Stock will bear no
                    ---------                                                
dividends, and the holders of the Series F Preferred Stock ("Holders") shall not
be entitled to receive dividends on the Series F Preferred Stock.

     Section 4.     Liquidation Preference.
                    ---------------------- 

          (a) In the event of any liquidation, dissolution or winding up of the
Company ("Liquidation Event"), either voluntary or involuntary, the Holders of
shares of Series F Preferred Stock shall be entitled to receive, immediately
after any distributions to Senior Securities required by the Company's
Certificate of Incorporation or any certificate of designation, and prior in
preference to any distribution to Junior Securities but in parity with any
distribution to Parity Securities, an amount for each share of Series F
Preferred Stock then outstanding equal to the sum of (i) the Original Series F
Issue Price and (ii) an amount equal to eight percent (8%) of the Original
Series F Issue Price per annum for the period that has passed since the date
(the "Initial Funding Date") that, in connection with the consummation of the
original issuance and sale of shares of Series D Preferred Stock by the Company,
the escrow agent first had in its possession funds representing full payment for
the share of Series D Preferred Stock delivered in exchange for such share of
Series F Preferred Stock (such amount being referred to herein as the
"Premium").  If upon the occurrence of such event, and after payment in full of
the preferential amounts with respect to the Senior Securities, the assets and
funds available to be distributed among the Holders of the Series F Preferred
Stock and Parity Securities shall be insufficient to permit the payment to such
Holders of the full preferential amounts due to the Holders of the Series F
Preferred Stock and the Parity Securities, respectively, then the entire assets
and funds of the Company legally available for distribution shall be distributed
among the Holders of the Series F Preferred Stock and the Parity Securities, pro
rata, based on the respective liquidation amounts to which each such series of
stock is entitled by the Company's Certificate of Incorporation and any
certificate(s) of designation relating thereto.  Notwithstanding the foregoing,
for all purposes hereof, including without limitation calculating the Premium:
in the case of any share of Series F Preferred Stock issued in exchange for a
share of Series E Preferred Stock, the Initial Funding Date should be May 18,
1997; and in the case of any share of Series F Preferred Stock issued for cash
pursuant to clause (ii) of Section 1 hereof, the Initial Funding Date shall be
the date on which such share was purchased and paid for by the original holder
thereof.
 

                                      -2-
<PAGE>
 
          (b) Upon the completion of the distribution required by subsection
4(a), if assets remain in this Company, they shall be distributed to holders of
Junior Securities in accordance with the Company's Certificate of Incorporation
including any duly adopted certificate(s) of designation.
 
          (c) At each Holder's option, a sale, conveyance or disposition of all
or substantially all of the assets of the Company or the effectuation by the
Company of a transaction or series of related transactions in which any person
or entity acquires more than fifty percent (50%) of the voting power of the
Company (a "Change of Control") shall be deemed to be a Liquidation Event as
defined in Section 4(a); provided further that (i) a consolidation, merger,
acquisition, or other business combination of the Company with or into any other
publicly traded company or companies shall not be treated as a Liquidation Event
as defined in Section 4(a), but instead shall be treated pursuant to Section
5(e)(iii) hereof, and (ii) a consolidation, merger, acquisition, or other
business combination of the Company with or into any other non-publicly traded
company or companies shall be treated as a Liquidation Event as defined in
Section 4(a).  The Company shall not effect any transaction described in
subsection 4(c)(ii) unless it first gives thirty (30) business days prior notice
of such transaction (during which time the Holder shall be entitled to convert
its shares of Series F Preferred Stock into Common Stock).  For purposes of this
Section 4(c), the public offering, sale or distribution of shares of stock (or
assets) of the Company's Sandia Imaging Systems Corp. subsidiary or the
Lasertechnics Marking Corporation subsidiary (but not both) shall not be deemed
to be a Liquidation Event.
 
          (d) In the event that, immediately prior to the closing of a
transaction described in Section 4(c) which would constitute a Liquidation
Event, the cash distributions required by Section 4(a) or Section 6 have not
been made, the Company shall either: (i) cause such closing to be postponed
until such cash distributions have been made, or (ii) cancel such transaction,
in which event the rights of the Holders of Series F Preferred Stock shall be
the same as existing immediately prior to such proposed transaction.
 
     Section 5.     Conversion.     The record Holders of this Series F
                    ----------                                         
Preferred Stock shall have conversion rights as follows (the "Conversion
Rights"):

          (a)  Right to Convert.    Subject to the Company's right of redemption
set forth in Section 6(a) and to the limitations set forth in Section 5(f), and
on the terms and subject to the conditions set forth in this Certificate of
Designation, each record Holder of Series F Preferred Stock shall be entitled to
convert the shares of Series F Preferred Stock held by such Holder, in whole at
any time and in part from time to time, into that number of fully-paid and non-
assessable shares of Common Stock of the Company calculated in accordance with
the following formula (the "Conversion Rate"):

     Number of shares issued upon conversion of one share of Series F Preferred
Stock =

                                      -3-
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                        (.08) (N/365) (10,000) + 10,000
                        -------------------------------
                                Conversion Price

     where,

     .  N = the number of days between (i) the Initial Funding Date for the
     shares of Series F Preferred Stock for which conversion is being elected,
     and (ii) the applicable Date of Conversion (as defined in Section 5(c)(iv)
     below) for the shares of Series F Preferred Stock for which conversion is
     being elected, and

     .  Conversion Price = the lesser of (x) $1.1406 (the "Fixed Conversion
     Price"), or (y) X% of the average Closing Bid Price, as that term is
     defined below, of the Company's Common Stock for the ten (10) trading days
     immediately preceding the Date of Conversion, as defined below (the
     "Variable Conversion Price"), where X is determined as follows:

                  No. of Days Between Last
          Closing Date and Date of Conversion             X =
          -----------------------------------             ---
                    60 - 119                              90%
                    120- 179                            87.5%
                    180(+)                                85%

     For purposes hereof, the term "Closing Bid Price" shall mean the closing
bid price on the Nasdaq Small Cap Market, or if no longer traded on the Nasdaq
Small Cap Market, the closing bid price on the principal national securities
exchange or the National Market System on which the Common Stock is so traded
and if not available, the mean of the high and low prices on the principal
national securities exchange or the National Market System on which the Common
Stock is so traded.  The term "Last Closing Date" means July 29, 1996.

          (b)  Mechanics of Conversion.  In order to convert Series F Preferred
Stock into full shares of Common Stock, the Holder shall (i) fax, on or prior to
8:00 p.m., New York City time (the "Conversion Notice Deadline") on the date of
conversion, a copy of the fully executed notice of conversion ("Notice of
Conversion") to the Company at the office of the Company or its designated
transfer agent (the "Transfer Agent") for the Series F Preferred Stock stating
that the Holder elects to convert, which notice shall specify the date of
conversion, the number of shares of Series F Preferred Stock to be converted,
the applicable conversion price and a calculation of the number of shares of
Common Stock issuable upon such conversion (together with a copy of the front
page of each certificate to be converted) and (ii) surrender to a common courier
for delivery to the office of the Company or the Transfer Agent the original
certificates representing the Series F Preferred Stock being converted (the
"Preferred Stock Certificates"), duly endorsed for transfer; provided, however,
that the Company shall not be obligated to issue certificates evidencing the
shares of Common Stock issuable upon such conversion unless either the Preferred
Stock Certificates are delivered to the Company or its Transfer Agent as
provided above, or the Holder notifies the Company or its Transfer Agent that
such certificates have been lost, stolen or destroyed

                                      -4-
<PAGE>
 
(subject to the requirements of subparagraph (i) below). Upon receipt by Company
of a facsimile copy of a Notice of Conversion, Company shall immediately send,
via facsimile, a confirmation of receipt of the Notice of Conversion to Holder
which shall specify that the Notice of Conversion has been received and the name
and telephone number of a contact person at the Company whom the Holder should
contact regarding information related to the Conversion. In the case of a
dispute as to the calculation of the Conversion Rate, the Company shall promptly
issue to the Holder the number of Shares that are not disputed and shall submit
the disputed calculations to its outside accountant via facsimile within three
(3) days of receipt of Holder's Notice of Conversion. The Company shall cause
the accountant to perform the calculations and notify Company and Holder of the
results no later than forty-eight (48) hours from the time it receives the
disputed calculations. Accountant's calculation shall be deemed conclusive
absent manifest error.
 
          (i)       Lost or Stolen Certificates.  Upon receipt by the Company of
evidence of the loss, theft, destruction or mutilation of any Preferred Stock
Certificates representing shares of Series F Preferred Stock, and (in the case
of loss, theft or destruction) of indemnity or security reasonably satisfactory
to the Company, and upon surrender and cancellation of the Preferred Stock
Certificate(s), if mutilated, the Company shall execute and deliver new
Preferred Stock Certificate(s) of like tenor and date.  However, Company shall
not be obligated to re-issue such lost or stolen Preferred Stock Certificates if
Holder contemporaneously requests Company to convert such Series F Preferred
Stock into Common Stock.
 
          (ii)      Delivery of Common Stock Upon Conversion.  The Transfer
Agent or the Company (as applicable) shall use its best efforts to, no later
than the close of business on the second (2nd) business day and in no event
later than the third (3rd) business day (the "Deadline") after receipt by the
Company or the Transfer Agent of a facsimile copy of a Notice of Conversion and
receipt by Company or the Transfer Agent of all necessary documentation duly
executed and in proper form required for conversion, including the original
Preferred Stock Certificates to be converted (or after provision for security or
indemnification in the case of lost or destroyed certificates, if required),
issue and surrender to a common courier for either overnight or (if delivery is
outside the United States) two-day delivery to the Holder at the address of the
Holder as shown on the stock records of the Company a certificate for the number
of shares of Common Stock to which the Holder shall be entitled as aforesaid.
 
          (iii)    No Fractional Shares.  If any conversion of the Series F
Preferred Stock would create a fractional share of Common Stock or a right to
acquire a fractional share of Common Stock, such fractional share shall be
disregarded and the number of shares of Common Stock issuable upon conversion,
in the aggregate, shall be the next lower number of shares.
 
          (iv)     Date of Conversion.  The date on which conversion occurs
(the "Date of Conversion") shall be deemed to be the date set forth in such
Notice of Conversion, provided (i) that the advance copy of the Notice of
Conversion is faxed to the Company before 8:00 p.m., New York City time, on the
Date of Conversion, and (ii) that the original Preferred Stock Certificates
representing the shares of Series F Preferred Stock to be converted are
surrendered by depositing

                                      -5-
<PAGE>
 
such certificates with a common courier, for delivery to the Company or the
Transfer Agent as provided above, as soon as practicable after the Date of
Conversion. The person or persons entitled to receive the shares of Common Stock
issuable upon such conversion shall be treated for all purposes as the record
Holder or Holders of such shares of Common Stock on the Date of Conversion.
 
          (c)  Reservation of Stock Issuable Upon Conversion.  The Company shall
at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the Series F Preferred Stock, such number of its shares of Common Stock as shall
from time to time be sufficient to effect the conversion of all then outstanding
Series F Preferred Stock; and if at any time the number of authorized but
unissued of Series F Preferred Stock, the Company will take such corporate
action as may be necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient for such purpose.
 
          (d)  Automatic Conversion. Each share of Series F Preferred Stock
outstanding on the date which is three (3) years after the Last Closing Date
automatically shall be converted into Common Stock on such date at the
Conversion Rate then in effect (calculated in accordance with the formula in
Section 5(a) above), and the date which is three (3) years after the Last
Closing Date shall be deemed the Date of Conversion with respect to such
conversion.

          (e)  Adjustment to Conversion Rate.
 
               (i)   Adjustment to Fixed Conversion Price Due to Stock Split,
Stock Dividend, Etc. If, prior to the conversion of all of the Series F
Preferred Stock, the number of outstanding shares of Common Stock is increased
by a stock split, stock dividend, or other similar event, the Fixed Conversion
Price shall be proportionately reduced, or if the number of outstanding shares
of Common Stock is decreased by a combination or reclassification of shares, or
other similar event, the Fixed Conversion Price shall be proportionately
increased.
 
               (ii)  Adjustment to Variable Conversion Price. If, at any time
when any shares of the Series F Preferred Stock are issued and outstanding, the
number of outstanding shares of Common Stock is increased or decreased by a
stock split, stock dividend, or other similar event, which event shall have
taken place during the reference period for determination of the Conversion
Price for any conversion of the Series F Preferred Stock, then the Variable
Conversion Price shall be calculated giving appropriate effect to the stock
split, stock dividend, combination, reclassification or other similar event for
all five (5) trading days immediately preceding the Date of Conversion.
 
              (iii)  Adjustment Due to Merger, Consolidation, Etc. If, prior to
the conversion of all Series F Preferred Stock, there shall be any merger,
consolidation, exchange of shares, recapitalization, reorganization, or other
similar event, as a result of which shares of Common Stock of the company shall
be changed into the same or a different number of shares of

                                      -6-
<PAGE>
 
the same or another class or classes of stock or securities of the Company or
another entity or there is a sale of all or substantially all the Company's
assets or there is a Change of Control not deemed to be a liquidation pursuant
to section 4(c), then the Holders of Series F Preferred Stock shall thereafter
have the right to receive upon conversion of Series F Preferred Stock, upon the
basis and upon the terms and conditions specified herein and in lieu of the
shares of Common Stock immediately theretofore issuable upon conversion, such
stock, securities and/or other assets which the Holder would have been entitled
to receive in such transaction had the Series F Preferred Stock been converted
immediately prior to such transaction, and in any such case appropriate
provisions shall be made with respect to the rights and interests of the Holders
of the Series F Preferred Stock to the end that the provisions hereof
(including, without limitation, provisions for the adjustment of the Conversion
Price and of the number of shares issuable upon conversion of the Series F
Preferred Stock) shall thereafter be applicable, as nearly as may be practicable
in relation to any securities thereafter deliverable upon the exercise hereof.
The Company shall not effect any transaction described in this subsection
5(3)(iii) unless (a) it first gives thirty (30) business days prior notice of
such merger, consolidation, exchange of shares, recapitalization,
reorganization, or other similar event (during which time the Holder shall be
entitled to convert its shares of Series F Preferred Stock into Common Stock)
and (b) the resulting successor or acquiring entry (if not the Company) assumes
by written instrument the obligations of the Company under this Certificate of
Designation including this subsection 5(e)(iii).
 
              (iv)   No Fractional Shares. If any adjustment under this Section
5(e) would create a fractional share of Common Stock or a right to acquire a
fractional share of Common Stock, such fractional share shall be disregarded and
the number of shares of Common Stock issuable upon conversion shall be the next
lower number of shares.

          (f)  Standstill.    Anything contained herein to the contrary
notwithstanding, during the period from and including July 14, 1997, to and
including February 13, 1998 (the "Standstill Period"), no record Holder of
Series F Preferred Stock shall be entitled to convert any shares of Series F
Preferred Stock held by such Holder, except to the extent that the aggregate
number of shares of Series F Preferred Stock converted by such Holder (or
redeemed by the Company in lieu of conversion) during the Standstill Period does
not, during the period indicated below, exceed the applicable aggregate
percentage set forth below of the number of shares of Series F Preferred Stock
held by such Holder on the first day of the Standstill Period:

           Portion of Standstill Period           Aggregate Percentage
           ----------------------------           --------------------
     From and including July 14, 1997,
       to and including October 13, 1997...................  25%

     From and including October 14, 1997,
       to and including November 13, 1997..................  40%

     From and including November 14, 1997,
       to and including December 13, 1997..................  55%

                                      -7-
<PAGE>
 
     From and including December 14, 1997,
       to and including January 13, 1998...................  70%

     From and including January 14, 1998,
       to and including February 13, 1998..................  85%

     From and after February 14, 1998...................... 100%

For purposes of this Section 5(f), any Holder (a "Transferee") that acquires
shares of Series F Preferred Stock during the Standstill Period directly or
indirectly from another Holder (the "Transferor") that held such shares at the
beginning of the Standstill Period, shall only be entitled to convert such
shares to the extent that the aggregate number of such shares converted by such
Transferee (or redeemed by the Company in lieu of conversion) during the
remainder of the Standstill Period does not at any time exceed the product of
(x) the applicable percentage set forth above times (y) the percentage of the
                                              -----                          
Transferor's shares of Series F Preferred Stock held at the beginning of the
Standstill Period that had not been converted (or redeemed by the Company in
lieu of Conversion) at the time of the transfer to the Transferee.
 
     Section 6.  Redemption by Company.
                 --------------------- 

            (a) Company's Right to Redeem Upon Receipt of Notice of Conversion.
If the Conversion Price of the Company's Common Stock is less than the Fixed
Conversion Price (as defined in Section 5(a)), at the time of receipt of a
Notice of Conversion pursuant to Section 5, the Company shall have the right, in
its sole discretion, to redeem in whole or in part any Series F Preferred Stock
submitted for conversion, immediately prior to and in lieu of conversion
("Redemption Upon Receipt of Notice of Conversion").  If the Company elects to
redeem some, but not all, of the Series F Preferred Stock submitted for
conversion, the Company shall redeem from among the Series F Preferred Stock
submitted by the various shareholders for conversion on the applicable date, a
pro-rata amount from each such Holder so submitting Series F Preferred Stock for
conversion.

              (i)    Redemption Price Upon Receipt of a Notice of Conversion.
The redemption price per share of Series F Preferred Stock under this Section
6(a) shall be calculated in accordance with the following formula ("Redemption
Rate"):
 
 [[(.08)(N/365)(10,000)] + 10,000]  X  Closing Bid Price on Date of Conversion
                                       ---------------------------------------
                                                  Conversion Price

where,

     "N", "Date of Conversion", "Closing Bid Price" and "Conversion Price" shall
have the same meanings as defined in Section 5.

                                      -8-
<PAGE>
 
              (ii)   Mechanics of Redemption Upon Receipt of Notice of
Conversion. The Company shall effect each such redemption by giving notice of
its election to redeem, by facsimile, by 5:00 p.m. New York City time the next
business day following receipt of a Notice of Conversion from a Holder, and the
Company shall provide a copy of such redemption notice by overnight or two-day
courier, to (A) the Holder of the Series F Preferred Stock submitted for
conversion at the address and facsimile number of such Holder appearing in the
Company's register for the Series F Preferred Stock and (B) the Company's
Transfer Agent. Such redemption notice shall indicate whether the Company will
redeem all or part of the Series F Preferred Stock submitted for conversion and
the applicable redemption price.
 
          (b)  Company's Rights to Redeem at its Election.  At any time,
commencing twelve months and one day after the Last Closing Date, the Company
shall have the right, in its sole discretion, to redeem ("Redemption at
Company's Election"), from time to time, any or all of the Series F Preferred
Stock; provided (i) Company shall first provide thirty (30) business days
advance written notice as provided in subparagraph 6(b)(ii) below (which can be
given beginning thirty (30) business days prior to the date which is twelve
months and one day after the Last Closing Date), and (ii) that, in the case of
any partial redemption, the Company shall only be entitled to redeem Series F
Preferred Stock having an aggregate Stated Value (as defined below) of at least
One Million Dollars ($1,000,000).  If the Company elects to redeem some, but not
all, of the Series F Preferred Stock, the Company shall redeem a pro-rata amount
from each Holder of the Series F Preferred Stock.
 
              (i)    Redemption Price At Company's Election. The "Redemption
Price At Company's Election" shall be calculated as a percentage of Stated
Value, as that term is defined below, of the Series F Preferred Stock redeemed
pursuant to this Section 6(b), which percentage shall vary depending on the date
of Redemption at Company's Election (as defined below), and shall be determined
as follows:
 
Date of Notice of Redemption at Company's Election           % of Stated Value
--------------------------------------------------           -----------------

 12 months and 1 day to 18 months following Last Closing Date       130%
 18 months and 1 day to 24 months following Last Closing Date       125%
 24 months and 1 day to 30 months following Last Closing Date       120%
 30 months and 1 day to 36 months following Last Closing Date       115%

     For purposes hereof, "Stated Value" shall mean the Original Series F Issue
Price (as defined in Section 1) of the shares of Series F Preferred Stock being
redeemed pursuant to this Section 6(b), together with the accreted but unpaid
Premium (as defined in Section 4(a)).

              (ii)   Mechanics of Redemption at Company's Election. The Company
shall effect each such redemption by giving at least thirty (30) business days
prior written notice ("Notice of Redemption At Company's Election") to (A) the
Holders of the Series F Preferred Stock selected for redemption, at the address
and facsimile number of such Holder appearing in the

                                      -9-
<PAGE>
 
Company's Series F Preferred Stock register and (B) the Transfer Agent, which
Notice of Redemption At Company's Election shall be deemed to have been
delivered three (3) business days after the Company's mailing (by overnight or
two-day courier, with a copy by facsimile) of such Notice of Redemption At
Company's Election. Such Notice of Redemption At Company's Election shall
indicate (i) the number of shares of Series F Preferred Stock that have been
selected for redemption, (ii) the date which such redemption is to become
effective (the "Date of Redemption At Company's Election") and (iii) the
applicable Redemption Price At Company's Election, as defined in subsection
(b)(i) above. Notwithstanding the above, Holder may convert into Common Stock
pursuant to Section 5, prior to the close of business on the Date of Redemption
at Company's Election, any Series F Preferred Stock which it is otherwise
entitled to convert, including Series F Preferred Stock that has been selected
for redemption at Company's election pursuant to this subsection 6(b); provided,
however, that the Company shall still be entitled to exercise its right to
redeem upon receipt of a Notice of Conversion pursuant to section 6(a).
 
          (c) Company Must Have Immediately Available Funds or Credit
Facilities. The Company shall not be entitled to send any Redemption Notice and
begin the redemption procedure under Sections 6(a) and 6(b) unless it has:
 
              (i)    the full amount of the redemption price in cash, available
in a demand or other immediately available account in a bank or similar
financial institution; or
 
              (ii)   immediately available credit facilities, in the full amount
of the redemption price with a bank or similar financial institution; or
 
              (iii)  an agreement with a standby underwriter willing to purchase
from the Company a sufficient number of shares of stock to provide proceeds
necessary to redeem any stock that is not converted prior to redemption; or
 
              (iv)   a combination of the items set forth in (i), (ii) and (iii)
above, aggregating the full amount of the redemption price.
 
     If the foregoing conditions of this Section 6(c) are satisfied and Company
complies with Section 6(d) hereof, then any shares of Series F Preferred Stock
called for by a Redemption at Company's Election shall cease to be outstanding
for all purposes hereunder (including the right to convert or to accrete
additional Premium or to exercise any other right or privilege hereunder) on the
Date of Redemption at Company's Election and shall instead represent the right
to receive the Redemption Price at Company's Election without interest from and
after the Date of Redemption at Company's Election.

          (d)  Payment of Redemption Price.
 
              (i)    Each Holder submitting Preferred Stock being redeemed under
this Section 6 shall send their Series F Preferred Stock Certificates so
redeemed to the Company or its

                                      -10-
<PAGE>
 
Transfer Agent, and the Company shall pay the applicable redemption price to
that Holder within five (5) business days of the Date of Redemption at Company's
Election. The Company shall not be obligated to deliver the redemption price
unless the Preferred Stock Certificates so redeemed are delivered to the Company
or its Transfer Agent, or, in the event one (1) or more certificates have been
lost, stolen, mutilated or destroyed, unless the Holder has complied with
Section 5(c)(i).
 
              (ii)   If Company elects to redeem pursuant to Section 6(a)
hereof, and Company fails to pay Holder the redemption price within the time
frame as required by this Section 6(d), then Company shall issue shares of
Common Stock to any such Holder who has submitted a Notice of Conversion in
compliance with Section 5(c) hereof. The shares to be issued to Holder pursuant
to this provision shall be the number of shares determined using a Conversion
Price (as defined in Section 6 hereof) that equals the lesser of (i) the
Conversion Price on the date Holder sends its Notice of Conversion to Company or
Transfer Agent via facsimile or (ii) the Conversion Price on the date the
Transfer Agent issues Common Stock pursuant to this Section 6(d)(ii).
 
          (e)  Blackout Period.   Notwithstanding the foregoing, the Company may
not either send out a redemption notice or effect a redemption pursuant to
Section 6(b) above during a Blackout Period (defined as a period during which
the Company's officers or directors would not be entitled to buy or sell stock
because of their holding of material non-public information), unless the Company
shall first disclose the non-public information that resulted in the Blackout
Period; provided, however, that no redemption shall be effected until at least
ten (10) days after the Company shall have given the Holder written notice that
the Blackout Period has been lifted.
 
     Section 7.     Advance Notice of Redemption.
                    ---------------------------- 

          (a)  Holder's Right to Elect to Receive Notice of Cash Redemption by
the Company.  Holder shall have the right to require Company to provide advance
notice stating whether the Company will elect to redeem Holder's shares of
Series F Preferred Stock in cash, pursuant to the Company's redemption rights
discussed in Section 6(a).
 
          (b) Mechanics of Holder's Election Notice.    Holder shall send notice
("Election Notice") to the Company and such other person(s) as the Company may
designate via facsimile, stating Holder's intention to require Company to
disclose that if Holder were to exercise his, her or its right of conversion
(pursuant to Section 5) whether Company would elect to redeem a specific number
of shares of Holder's Series F Preferred Stock for cash in lieu of issuing
Common Stock. Company is required to disclose to Holder what action Company
would take over the subsequent twenty (20) business day period, including the
date of such Election Notice, as further discussed in subsection 7(c).
 
          (c)  Company's Response.   Upon receipt by the Company of a facsimile
copy of an Election Notice, Company shall immediately send, via facsimile, a
confirmation of receipt of the Election Notice to Holder, which shall specify
that the Election Notice has been received and the name and telephone number of
a contact person at the Company whom the Holder should contact 

                                      -11-
<PAGE>
 
regarding information related to the requested advance notice. Thereafter, the
Company must respond by the close of business on the next business day following
receipt of Holder's Election Notice (1) via facsimile and (2) by depositing such
response with an overnight or two-day courier. The Company's response must state
whether it would redeem the shares, in whole or in part, or allow conversion
into shares of Common Stock without redemption. If Company does not respond to
Holder within one (1) business day via facsimile and overnight or two-day
courier, Company shall be required to issue to Holder Common Stock upon Holder's
conversion within the subsequent twenty (20) business day period of Holder's
Election Notice. However, if the Company's Common Stock price decreases so that
under the Conversion Rate Company would be required to issue more than an
additional ten percent (10%) of shares of Common Stock than Holder was entitled
to receive at the time Holder sent Company its Election Notice, then Company
shall no longer be bound to convert Holder's Preferred Stock into Common Stock
but may elect to redeem for cash.

     Section 8.     Voting Rights.   The Holders of the Series F Preferred Stock
                    -------------                                               
shall have no voting power whatsoever, except as otherwise provided by the
corporation law of the State of Delaware Law ("Delaware Law"), and no Holder of
Series F Preferred Stock shall vote or otherwise participate in any proceeding
in which actions shall be taken by the Company or the shareholders thereof or be
entitled to notification as to any meeting of the shareholders.

     Notwithstanding the above, Company shall provide Holder with notification
of any meeting of the shareholders regarding any major corporate events
affecting the Company.  In the event of any taking by the Company of a record of
its shareholders for the purpose of determining shareholders who are entitled to
receive payment of any dividend or other distribution, any right to subscribe
for, purchase or otherwise acquire any share of any class or any other
securities or property (including by way of merger, consolidation or
reorganization), or to receive any other right, or for the purpose of
determining shareholders who are entitled to vote in connection with any
proposed sale, lease or conveyance of all or substantially all of the assets of
the Company, or any proposed liquidation, dissolution or winding up of the
Company, the Company shall mail a notice to Holder, at least ten (10) days prior
to the record date specified therein, of the date on which any such record is to
be taken for the purpose of such dividend, distribution, right or other event,
and a brief statement regarding the amount and character of such dividend,
distribution, right or other event to the extent known at such time.

     To the extent that under Delaware Law the vote of the Holders of the Series
F Preferred Stock, voting separately as a class, is required to authorize a
given action of the Company, the affirmative vote or consent of the Holders of
at least a majority of shares of the Series F Preferred Stock represented at a
duly held meeting at which a quorum is present or by written consent of a
majority of the shares of Series F Preferred Stock (except as otherwise may be
required under Delaware Law) shall constitute the approval of such action by the
class.  To the extent that under Delaware Law the Holders of the Series F
Preferred Stock are entitled to vote on a matter with holders of Common Stock,
voting together as one (1) class, each share of Series F Preferred Stock shall
be entitled to a number of votes equal to the number of shares of Common Stock
into which it is then convertible using the record date for the taking of such
vote of stockholders as the date as

                                      -12-
<PAGE>
 
of which the Conversion Price is calculated. Holders of the Series F Preferred
Stock also shall be entitled to notice of all shareholder meetings or written
consents with respect to which they would be entitled to vote, which notice
would be provided pursuant to the Company's by-laws and applicable statutes.

     Section 9.     Prospective Provision.  So long as shares of Series F
                    ---------------------                                
Preferred Stock are outstanding, the Company shall not without first obtaining
the approval (by vote or written consent, as provided by Delaware Law) of the
Holders of at least seventy-five (75%) of the then outstanding shares of Series
F Preferred Stock, and at least seventy-five (75%) of the then outstanding
Holders:

          (a) alter or change the rights, preferences or privileges of the
Series F Preferred Stock or any Senior Securities so as to affect adversely the
Series F Preferred Stock; provided, however, that no such change may be approved
at any time on or prior to the fortieth (40th) day following the Last Closing
Date unless such change is unanimously approved by all Holders;
 
          (b) create any new class or series of stock having a preference over
the Series F Preferred Stock with respect to Distributions (as defined in
Section 2 above) or increase the size of the authorized number of Series F
Preferred; or
 
          (c) do any act or thing not authorized or contemplated by this
Certificate of Designation which would result in taxation of the holders of
shares of the Series F Preferred Stock under Section 305 of the Internal Revenue
Code of 1986, as amended (or any comparable provision of the Internal Revenue
Code as hereafter from time to time amended).
 
     In the event Holders of at least seventy-five percent (75%) of the then
outstanding shares of Series F Preferred Stock and at least seventy-five percent
(75%) of the then outstanding Holders agree to allow the Company to alter or
change the rights, preferences or privileges of the shares of Series F Preferred
Stock, pursuant to subsection (a) above, so as to affect the Series F Preferred
Stock, then the Company will deliver notice of such approved change to the
Holders of the Series F Preferred Stock that did not agree to such alteration or
change (the "Dissenting Holders") and Dissenting Holders shall have the right
for a period of thirty (30) business days to convert pursuant to the terms of
this Certificate of Designation as they exist prior to such alteration or change
(notwithstanding the provisions of Section 5(f) hereof), or continue to hold
their shares of Series F Preferred Stock provided, however, that the Dissenting
Holders may not convert anytime on or before the fortieth (40th) day following
the Last Closing Date.

     Section 10.    Status of Converted or Redeemed Stock.  In the event any
                    --------------------------------------                  
shares of Series F Preferred Stock shall be converted or redeemed pursuant to
Section 5 or Section 6 hereof, the shares so converted or redeemed shall be
canceled, shall return to the status of authorized but unissued Preferred Stock
of no designated series, and shall not be issuable by the Company as Series F
Preferred Stock.

                                      -13-
<PAGE>
 
     Section 11.    Preference Rights.  Nothing contained herein shall be
                    -----------------                                    
construed to prevent the Board of Directors of the Company from issuing one or
more series of Preferred Stock with dividend and/or liquidation preferences
junior to or on parity with the dividend and liquidation preferences of the
Series F Preferred Stock.

Signed on July 30, 1997

                                  /s/ E.A. Milo Mattorano
                                  -----------------------------------------
                                  E.A. Milo Mattorano, Vice President & CFO

Attest:

/s/ E.A. Milo Mattorano
------------------------------
E.A. Milo Mattorano, Secretary

                                      -14-
<PAGE>

                                                                     EXHIBIT 4.4
                                                                     (Continued)

                           CERTIFICATE OF CORRECTION
                       Filed pursuant to Section 103(f)
                    of the Delaware General Corporation Law
                              with respect to the

                          CERTIFICATE OF DESIGNATION
                                      OF
                           SERIES F PREFERRED STOCK
                                      OF
                              LASERTECHNICS, INC.

     WHEREAS, on August 1, 1997, Lasertechnics, Inc. (the "Company") filed with
the Secretary of State of the State of Delaware a Certificate of Designation of
Series F Preferred Stock of the Company (the "Certificate of Designation");

     WHEREAS, no shares of the Company's Series F Preferred Stock are issued and
outstanding; and

     WHEREAS, the last sentence of Section 5(f) of the Certificate of
Designation inaccurately reflects the corporate action taken with respect to the
subject matter thereof and should be deleted, and in its place four sentences
should be inserted at the end of such Section 5(f).

     NOW, THEREFORE, the Certificate of Designation is hereby corrected in
accordance with the provisions of Section 103(f) of the Delaware General
Corporation Law as follows:

          The last sentence of Section 5(f) of  the Certificate of Designation
which currently reads as follows:

     "For purposes of this Section 5(f), any Holder (a "Transferee") that
     acquires shares of Series F Preferred Stock during the Standstill Period
     directly or indirectly from another Holder (the "Transferor") that held
     such shares at the beginning of the Standstill Period, shall only be
     entitled to convert such shares to the extent that the aggregate number of
     such shares converted by such Transferee (or redeemed by the Company in
     lieu of conversion) during the remainder of the Standstill Period does not
     at any time exceed the product of (x) the applicable percentage set forth
     above times (y) the percentage of the Transferor's shares of Series F
           -----                                                          
     Preferred Stock held at the beginning of the Standstill Period that had not
     been converted (or redeemed by the Company in lieu of Conversion) at the
     time of the transfer to the Transferee."


shall be deleted from the Certificate of Designation and the following four last
sentences to
<PAGE>
 
Section 5(f) shall be substituted in its place:

     "For all purposes of this Section 5(f) any Holder (a "Transferee") that
     acquires shares of Series F Preferred Stock during the Standstill Period
     from another Holder (the "Transferor") in any single transaction (the
     "Transfer") shall be deemed (i) to have held at the beginning of the
     Standstill Period a number of shares of Series F Preferred Stock equal to
     the product of (x) the number of shares of Series F Preferred Stock held by
     the Transferor at the beginning of the Standstill Period times (y) the
     Acquired Percentage; and (ii) to have converted (or have had redeemed by
     the Company in lieu of conversion) during the period from the beginning of
     the Standstill Period through the date of such Transfer a number of shares
     of Series F Preferred Stock equal to the product of (x) the number of
     shares of Series F Preferred Stock converted by such Transferor (or
     redeemed by the Company in lieu of conversion) from the beginning of the
     Standstill Period through the date of such Transfer times (y) the Acquired
     Percentage. As used in this paragraph, the term "Acquired Percentage" means
     the percentage that the total number of shares of Series F Preferred Stock
     acquired by the Transferee from the Transferor in such Transfer bears to
     the total number of shares of Series F Preferred Stock held by the
     Transferor immediately before giving effect to such Transfer. Upon any
     Transfer, for all purposes of this Section 5(f), the Transferor shall be
     deemed (i) to have held at the beginning of the Standstill Period a number
     of shares of Series F Preferred Stock equal to the product of (x) the
     number of shares of Series F Preferred Stock held by the Transferor at the
     beginning of the Standstill Period times (y) the difference between 100%
     and the Acquired Percentage; and (ii) to have converted (or have had
     redeemed by the Company in lieu of conversion) during the period from the
     beginning of the Standstill Period through the date of such Transfer a
     number of shares of Series F Preferred Stock equal to the product of (x)
     the number of shares of Series F Preferred Stock converted by such
     Transferor (or redeemed by the Company in lieu of conversion) from the
     beginning of the Standstill Period through the date of such Transfer times
     (y) the difference between 100% and the Acquired Percentage. In the event
     of successive Transfers, this paragraph will be applied successively.

          Notwithstanding anything herein to the contrary, if at any time during
     the Standstill Period the Company shall, in breach of its obligations
     hereunder, fail to convert (or to redeem in lieu of conversion) any shares
     of Series F Preferred Stock held of record by the Holder thereof and
     properly presented for conversion by the Holder pursuant to this Section 5
     (and which the Holder is entitled to convert pursuant to this Section
     5(f)), then, upon written notice by the Holder to the Company given
     pursuant to this paragraph (and without limiting any other rights or
     remedies of the Holder in respect of such failure to convert), so long as
     such default by the Company shall continue, the provisions of this Section
     5(f) shall not apply to the Holder."

                                       2
<PAGE>
 
     Executed on the date set forth below by the undersigned duly authorized
officer of the Company.

 


Date: August 8, 1997                /s/ E.A. Milo Mattorano
                                    _______________________________
                                    Name:  E.A. Milo Mattorano
                                    Title: Vice President and CFO

Attest:

/s/ E.A. Milo Mattorano
--------------------------
Name:  E.A. Milo Mattorano
Title: Secretary

                                       3