Exhibit 4.02


 


CERTIFICATE OF AMENDMENT


 


OF


 


CERTIFICATE TO PROVIDE FOR THE DESIGNATION, PREFERENCES,

RIGHTS, QUALIFICATIONS, LIMITATIONS OR

RESTRICTIONS THEREOF, OF THE SERIES A-1 PREFERRED STOCK,

NON-REDEEMABLE CONVERTIBLE SERIES


 


OF


 


WILLIAMS CONTROLS, INC.


 


Williams Controls, Inc., a
corporation duly organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the “Corporation”), does hereby
certify that:


 


1.                                       The Certificate to Provide for the
Designation, Preferences, Rights, Qualifications, Limitations or Restrictions
Thereof, of the Series A-1 Preferred Stock, Non-Redeemable Convertible Series
of the Corporation, is hereby amended by adding a new Section 13 thereto,
to read in its entirety as follows:


 


SECTION 13. AUTOMATIC
CONVERSION.


 


(a)                   Conversion.  Each share of Series A-1
shall be automatically converted into 152.7884 fully paid, non-assessable
shares of the Corporation’s Common Stock on the date (the “Automatic Conversion
Date”) upon which there are fewer than 100,000 shares of the Corporation’s
Series B outstanding.


 


(b)                  Surrender of Certificates.  As
soon as practicable following the 
automatic conversion of Series A-1, the Company shall give written
notice thereof to all holders of Series A-1 shares, and each such  holder 
shall surrender the certificate or certificates therefor, duly endorsed
in blank at the principal office of the Corporation or its transfer agent, if
any, or at such other office or offices, located in the United States as the
Company shall designate in such notice. Shares of the Series A-1 shall be
deemed to have been converted as of the Automatic Conversion Date, and the
person or persons entitled to receive the Conversion Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such Conversion Stock on such date.


 


(c)                   Fractional Shares.  No
fractional shares of Common Stock are to be issued upon conversion pursuant to
this Section 13.  The Corporation
shall pay a cash adjustment out of surplus in


 

















 


respect
to any fraction of a share which would otherwise be issuable, in an amount
equal to $0.6545 per share of Common Stock.


 


(d)                  Deliveries.  As soon as practicable after
receipt of the certificate or certificates for the Series A-1 surrendered by
each holder thereof, but in no event more than five (5) business days
thereafter, the Corporation will deliver by Federal Express or other nationally
recognized overnight delivery service to the address of each holder who
surrendered a certificate or certificates representing the Series A-1:  (i) a certificate or certificates for the
number of full shares of Conversion Stock issuable upon such conversion in such
name or names and such denomination or denominations as the converting holder
has specified, and (ii) payment of the amount payable under Section 13(c)
with respect to such conversion.


 


2.                                       The foregoing amendment was duly adopted in
accordance with the provisions of Sections 242 and 228 (by the written consent
of the holders of a majority of the outstanding shares of the Series A-1
Preferred Stock and a majority in voting power of the outstanding stock of the
Corporation) of the General Corporation Law of the State of Delaware.


 


IN WITNESS WHEREOF, Williams
Controls, Inc. has caused this Certificate to be executed by Dennis E. Bunday,
its Chief Financial Officer and Secretary on this 29th day of
September, 2004.


 


 


	
   

  	
  WILLIAMS CONTROLS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis E. Bunday

  	
   

  
	
   

  	
  Name:

  	
  Dennis E. Bunday

  	
   

  
	
   

  	
  Office:

  	
  Chief Financial Officer
  & Secretary

  	
   

  
						



 


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