UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES
EXCHANGE ACT OF 1934
For
the month of May 2008
Commission
File Number: 001-32458
DIANA
SHIPPING INC.
(Translation
of registrant’s name into English)
Pendelis
16, 175 64 Palaio Faliro, Athens, Greece
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form
20-F
[X] Form
40-F [ ]
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ___
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)7: ___
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes
[_] No [X]
If
“Yes” is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Attached
to this report on Form 6-K as Exhibit 1 are the certified Amended and
Restated Articles of Incorporation effective as of May 14, 2008, that
were amended by the shareholders of Diana Shipping Inc. (the “Company”) during
their Annual General Meeting of Shareholders held on May 6, 2008.
This Form
6-K is incorporated by reference into the Company's F-3 Registration Statement
(File no. 333-143635) that was filed with the Securities and Exchange Commission
(the "Commission") with an effective date of June 15, 2007, and the Company's
F-3 Registration Statement (File no. 333-150406) that was filed with the
Commission with an effective date of April 24, 2008.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
DIANA
SHIPPING INC.
(registrant)
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Dated: May
29, 2008
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By:
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/s/ Anastassis
Margaronis
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Anastassis
Margaronis
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SK 23159 0002
883792
Exhibit
1
AMENDED
AND RESTATED ARTICLES OF INCORPORATION
OF
DIANA
SHIPPING INC.
PURSUANT
TO
THE
MARSHALL ISLANDS BUSINESS CORPORATIONS ACT
A.
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The
name of the Corporation shall be:
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DIANA
SHIPPING INC.
B.
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The
purpose of the Corporation is to engage in any lawful act or activity for
which corporations may now or hereafter be organized under the Marshall
Islands Business Corporations Act (the
“BCA”).
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C.
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The
registered address of the Corporation in the Marshall Islands is Trust
Company Complex, Ajeltake Island, P.O. Box 1405, Majuro, Marshall Islands
MH96960. The name of the Corporation’s registered agent at such address is
The Trust
`
Company
of the Marshall Islands, Inc.
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D.
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(a)
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The
aggregate number of shares of common stock that the Corporation is
authorized to issue is 200 million registered shares with a par value of
one cent (US$.01).
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(b)
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The
Corporation is authorized to issue 25 million registered preferred shares
with a par value of one cent (US$.01). The Board of Directors
shall have the authority to establish such series of preferred shares and
with such designations, preferences and relative, participating, optional
or special rights and qualifications, limitations or restrictions as shall
be stated in the resolutions providing for the issue of such preferred
shares.
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E.
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The
Corporation shall have every power which a corporation now or hereafter
organized under the Marshall Islands Business Corporation Act may
have.
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F.
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No
holder of shares of the Corporation of any class, now or hereafter
authorized, shall have any preferential or preemptive rights to subscribe
for, purchase or receive any shares of the Corporation of any class, now
or hereafter authorized or any options or warrants for such shares, or any
rights to subscribe to or purchase such shares, or any securities
convertible into or exchangeable for such shares, which may at any time be
issued, sold or offered for sale by the
Corporation.
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G.
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The
Shareholders and Board of Directors shall have the authority to adopt,
amend or repeal the bylaws of the
Corporation.
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H.
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Corporate
existence commenced on March 8, 1999 and shall continue upon filing the
Articles of Domestication and these Amended and Restated Articles of
Incorporation with the Registrar of
Corporations.
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I.
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(a)
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The
Board of Directors shall be divided into three classes, as nearly equal in
number as the then total number of directors constituting the entire Board
of Directors permits, with the term of office of one or another of the
three classes expiring each year. As soon as practicable after the filing
of these Amended and Restated Articles of Incorporation with the Registrar
of Corporations responsible for non-resident corporations, the
shareholders of the Corporation shall hold an organization meeting to
divide the Board of Directors into three classes, with the term of office
of the first class to expire at the 2006 Annual Meeting of Shareholders,
the term of office of the second class to expire at the 2007 Annual
Meeting of Shareholders and the term of office of the third class to
expire at the 2008 Annual Meeting of Shareholders. Commencing with the
2005 Annual Meeting of Shareholders, the directors elected at an annual
meeting of shareholders to succeed those whose terms then expire shall be
identified as being directors of the same class as the directors whom they
succeed, and each of them shall hold office until the third succeeding
annual meeting of shareholders and until such director's successor is
elected and has qualified. Any vacancies in the Board of Directors for any
reason, and any created directorships resulting from any increase in the
number of directors, may be filled by the vote of not less than a majority
of the members of the Board of Directors then in office, although less
than a quorum, and any directors so chosen shall hold office until the
next election of the class for which such directors shall have been chosen
and until their successors shall be elected and qualified. No decrease in
the number of directors shall shorten the term of any incumbent director.
Notwithstanding the foregoing, and except as otherwise required by law,
whenever the holders of any one or more series of preferred stock shall
have the right, voting separately as a class, to elect one or more
directors of the Corporation, the then authorized number of directors
shall be increased by the number of directors so to be elected, and the
terms of the director or directors elected by such holders shall expire at
the next succeeding annual meeting of
shareholders.
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(b)
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Notwithstanding
any other provisions of these Amended and Restated Articles of
Incorporation or the bylaws of the Corporation (and notwithstanding the
fact that some lesser percentage may be specified by law, these Amended
and Restated Articles of Incorporation or the bylaws of the Corporation),
any director or the entire Board of Directors of the Corporation may be
removed at any time, but only for cause and only by the affirmative vote
of the holders of a majority of the outstanding shares of common stock of
the Corporation entitled to vote generally in the election of directors
(considered for this purpose as one class) cast at a meeting of the
shareholders called for that purpose. Notwithstanding the foregoing, and
except as otherwise required by law, whenever the holders of any one or
more series of preferred stock shall have the right, voting separately as
a class, to elect one or more directors of the Corporation, the provisions
of this Section (b) of this Article I shall not apply with respect to the
director or directors elected by such holders of preferred
stock.
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(c)
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Directors
shall be elected by a majority of the votes cast at a meeting of
shareholders by the holders of shares entitled to vote in the
election. Cumulative voting, as defined in Division 7, Section
71(2) of the BCA, shall not be used to elect
directors.
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(d)
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Notwithstanding
any other provisions of these Amended and Restated Articles of
Incorporation or the bylaws of the Corporation (and notwithstanding the
fact that some lesser percentage may be specified by law, these Amended
and Restated Articles of Incorporation or the bylaws of the Corporation),
the affirmative vote of the holders of a majority of the outstanding
shares of common stock of the Corporation entitled to vote generally in
the election of directors (considered for this purpose as one class) shall
be required to amend, alter, change or repeal this Article
I.
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J.
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The
Shareholders and the Board of Directors of the Corporation are expressly
authorized to make, alter or repeal bylaws of the Corporation by a vote of
not less than a majority of the entire Board of
Directors. Notwithstanding any other provisions of these
Amended and Restated Articles of Incorporation or the bylaws of the
Corporation (and notwithstanding the fact that some lesser percentage may
be specified by law, these Amended and Restated Articles of Incorporation
or the bylaws of the Corporation), the affirmative vote of a majority of
the outstanding shares of common stock of the Corporation entitled to vote
generally in the election of directors (considered for this purpose as one
class) shall be required to amend, alter, change or repeal this Article
J.
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K.
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(a)
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Except
as provided in this Article K, special meetings of the shareholders may be
called by the Board of Directors or holders of not less that one-fifth of
all outstanding shares of common stock, who shall state the purpose or
purposes of the proposed special meeting. If there is a failure
to hold the annual meeting within a period of ninety (90) days after the
date designated therefor, or if no date has been designated for a period
of thirteen (13) months after the organization of the Corporation or after
its last annual meeting, holders of not less than one-fifth of the shares
entitled to vote in an election of directors may, in writing, demand the
call of a special meeting in lieu of the annual meeting specifying the
time thereof, which shall not be less than two (2) nor more than three (3)
months from the date of such call. The Chairman, Chief Executive Officer
or Secretary of the Corporation upon receiving the written demand shall
promptly give notice of such meeting, or if the Chairman, Chief Executive
Officer or Secretary fails to do so within five (5) business days
thereafter, any shareholder signing such demand may give such notice. Such
notice shall state the purpose or purposes of the proposed special
meeting. The business transacted at any special meeting shall
be limited to the purposes stated in the notice of such
meeting.
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(b)
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Notwithstanding
any other provisions of these Amended and Restated Articles of
Incorporation or the bylaws of the Corporation (and notwithstanding the
fact that some lesser percentage may be specified by law, these Amended
and Restated Articles of Incorporation or the bylaws of the Corporation),
the affirmative vote of the holders of a majority of the outstanding
shares of common stock of the Corporation entitled to vote generally in
the election of directors (considered for this purpose as one class) shall
be required to amend, alter, change or repeal this Article
K.
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L.
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(a)
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The
Corporation may not engage in any Business Combination with any Interested
Shareholder for a period of three years following the time of the
transaction in which the person became an Interested Shareholder,
unless:
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1. prior
to such time, the Board of Directors of the Corporation approved either the
Business Combination or the transaction which resulted in the shareholder
becoming an Interested Shareholder;
2. upon
consummation of the transaction which resulted in the shareholder becoming an
Interested Shareholder, the Interested Shareholder owned at least 85% of the
voting stock of the Corporation outstanding at the time the transaction
commenced, excluding for purposes of determining the number of shares
outstanding those shares owned (i) by persons who are directors and also
officers and (ii) employee stock plans in which employee participants do not
have the right to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer; or
3. at
or subsequent to such time, the Business Combination is approved by the Board of
Directors and authorized at an annual or special meeting of shareholders, and
not by written consent, by the affirmative vote of at least a majority of the
outstanding voting stock that is not owned by the interested shareholder;
or
4. the
shareholder became an Interested Shareholder prior to the consummation of the
initial public offering of the Corporation's common stock under the United
States Securities Act of 1933.
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(b)
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The
restrictions contained in this section shall not apply
if:
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1. A
shareholder becomes an Interested Shareholder inadvertently and (i) as soon as
practicable divests itself of ownership of sufficient shares so that the
shareholder ceases to be an Interested Shareholder; and (ii) would not, at any
time within the three-year period immediately prior to a Business Combination
between the Corporation and such shareholder, have been an Interested
Shareholder but for the inadvertent acquisition of ownership; or
2. The
Business Combination is proposed prior to the consummation or abandonment of and
subsequent to the earlier of the public announcement or the notice required
hereunder of a proposed transaction which (i) constitutes one of the
transactions described in the following sentence; (ii) is with or by a person
who either was not an Interested Shareholder during the previous three years or
who became an Interested Shareholder with the approval of the Board; and (iii)
is approved or not opposed by a majority of the members of the Board then in
office (but not less than one) who were Directors prior to any person becoming
an Interested Shareholder during the previous three years or were recommended
for election or elected to succeed such Directors by a majority of such
Directors. The proposed transactions referred to in the preceding sentence are
limited to:
(i) a
merger or consolidation of the Corporation (except for a merger in respect of
which, pursuant to the BCA, no vote of the shareholders of the Corporation is
required);
(ii) a
sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one
transaction or a series of transactions), whether as part of a dissolution or
otherwise, of assets of the Corporation or of any direct or indirect
majority-owned subsidiary of the Corporation (other than to any direct or
indirect wholly-owned subsidiary or to the Corporation) having an aggregate
market value equal to 50% or more of either that aggregate market value of all
of the assets of the Corporation determined on a consolidated basis or the
aggregate market value of all the outstanding shares; or
(iii) a
proposed tender or exchange offer for 50% or more of the outstanding voting
shares of the Corporation.
The
Corporation shall give not less than 20 days notice to all Interested
Shareholders prior to the consummation of any of the transactions described in
clause (i) or (ii) of the second sentence of this paragraph.
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(c)
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For
the purpose of this Article L only, the
term:
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1. "Affiliate"
means a person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, another
person.
2. "Associate,"
when used to indicate a relationship with any person, means: (i) Any
corporation, partnership, unincorporated association or other entity of which
such person is a director, officer or partner or is, directly or indirectly, the
owner of 20% or more of any class of voting shares; (ii) any trust or other
estate in which such person has at least a 20% beneficial interest or as to
which such person serves as trustee or in a similar fiduciary capacity; and
(iii) any relative or spouse of such person, or any relative of such spouse, who
has the same residence as such person.
3. "Business
Combination," when used in reference to the Corporation and any Interested
Shareholder of the Corporation, means:
(i) Any
merger or consolidation of the Corporation or any direct or indirect
majority-owned subsidiary of the Corporation with (A) the Interested Shareholder
or any of its affiliates, or (B) with any other corporation, partnership,
unincorporated association or other entity if the merger or consolidation is
caused by the Interested Shareholder.
(ii) Any
sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one
transaction or a series of transactions), except proportionately as a
shareholder of the Corporation, to or with the Interested Shareholder, whether
as part of a dissolution or otherwise, of assets of the Corporation or of any
direct or indirect majority-owned subsidiary of the Corporation which assets
have an aggregate market value equal to 10% or more of either the aggregate
market value of all the assets of the Corporation determined on a consolidated
basis or the aggregate market value of all the outstanding shares;
(iii) Any
transaction which results in the issuance or transfer by the Corporation or by
any direct or indirect majority-owned subsidiary of the Corporation of any
shares, or any share of such subsidiary, to the Interested Shareholder, except:
(A) pursuant to the exercise, exchange or conversion of securities exercisable
for, exchangeable for or convertible into shares, or shares of any such
subsidiary, which securities were outstanding prior to the time that the
Interested Shareholder became such; (B) pursuant to a merger with a direct or
indirect wholly-owned subsidiary of the Corporation solely for purposes of
forming a holding company; (C) pursuant to a dividend or distribution paid or
made, or the exercise, exchange or conversion of securities exercisable for,
exchangeable for or convertible into shares, or shares of any such subsidiary,
which security is distributed, pro rata to all holders of a class or series of
shares subsequent to the time the Interested Shareholder became such; (D)
pursuant to an exchange offer by the Corporation to purchase shares made on the
same terms to all holders of said shares; or (E) any issuance or transfer of
shares by the Corporation; provided however, that in no case under items (C)-(E)
of this subparagraph shall there be an increase in the Interested Shareholder's
proportionate share of the any class or series of shares;
(iv) Any
transaction involving the Corporation or any direct or indirect majority-owned
subsidiary of the Corporation which has the effect, directly or indirectly, of
increasing the proportionate share of any class or series of shares, or
securities convertible into any class or series of shares, or shares of any such
subsidiary, or securities convertible into such shares, which is owned by the
Interested Shareholder, except as a result of immaterial changes due to
fractional share adjustments or as a result of any purchase or redemption of any
shares not caused, directly or indirectly, by the Interested Shareholder;
or
(v) Any
receipt by the Interested Shareholder of the benefit, directly or indirectly
(except proportionately as a shareholder of the Corporation), of any loans,
advances, guarantees, pledges or other financial benefits (other than those
expressly permitted in subparagraphs (i)-(iv) of this paragraph) provided by or
through the Corporation or any direct or indirect majority-owned
subsidiary.
4. "Control,"
including the terms "controlling," "controlled by" and "under common control
with," means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a person, whether through
the ownership of voting shares, by contract or otherwise. A person who is the
owner of 20 percent or more of the outstanding voting shares of any corporation,
partnership, unincorporated association or other entity shall be presumed to
have control of such entity, in the absence of proof by a preponderance of the
evidence to the contrary. Notwithstanding the foregoing, a presumption of
control shall not apply where such person holds voting shares, in good faith and
not for the purpose of circumventing this provision, as an agent, bank, broker,
nominee, custodian or trustee for one or more owners who do not individually or
as a group have control of such entity.
5. "Interested
Shareholder" means any person (other than the Corporation and any direct or
indirect majority-owned subsidiary of the Corporation) that (i) is the owner of
15% or more of the outstanding voting shares of the Corporation, or (ii) is an
affiliate or associate of the Corporation and was the owner of 15% or more of
the outstanding voting shares of the Corporation at any time within the
three-year period immediately prior to the date on which it is sought to be
determined whether such person is an Interested Shareholder; and the affiliates
and associates of such person; provided, however, that the term "Interested
Shareholder" shall not include any person whose ownership of shares in excess of
the 15% limitation set forth herein is the result of action taken solely by the
Corporation; provided that such person shall be an Interested Shareholder if
thereafter such person acquires additional shares of voting shares of the
Corporation, except as a result of further Company action not caused, directly
or indirectly, by such person. For the purpose of determining whether a person
is an Interested Shareholder, the voting shares of the Corporation deemed to be
outstanding shall include voting shares deemed to be owned by the person through
application of paragraph (8) below, but shall not include any other unissued
shares which may be issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights, warrants or options, or
otherwise.
6. "Person"
means any individual, corporation, partnership, unincorporated association or
other entity.
7. "Voting
stock" means, with respect to any corporation, shares of any class or series
entitled to vote generally in the election of directors and, with respect to any
entity that is not a corporation, any equity interest entitled to vote generally
in the election of the governing body of such entity.
8. "Owner,"
including the terms "own" and "owned," when used with respect to any shares,
means a person that individually or with or through any of its affiliates or
associates:
(i) Beneficially
owns such shares, directly or indirectly; or
(ii) Has
(A) the right to acquire such shares (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding, or upon the exercise of conversion rights,
exchange rights, warrants or options, or otherwise; provided, however, that a
person shall not be deemed the owner of shares tendered pursuant to a tender or
exchange offer made by such person or any of such person's affiliates or
associates until such tendered shares is accepted for purchase or exchange; or
(B) the right to vote such shares pursuant to any agreement, arrangement or
understanding; provided, however, that a person shall not be deemed the owner of
any shares because of such person's right to vote such shares if the agreement,
arrangement or understanding to vote such shares arises solely from a revocable
proxy or consent given in response to a proxy or consent solicitation made to 10
or more persons; or
(iii) Has
any agreement, arrangement or understanding for the purpose of acquiring,
holding, voting (except voting pursuant to a revocable proxy or consent as
described in item (B) of subparagraph (ii) of this paragraph), or disposing of
such shares with any other person that beneficially owns, or whose affiliates or
associates beneficially own, directly or indirectly, such shares.
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(d)
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Any
amendment of this Article L shall not be effective until 12 months after
the approval of such amendment at a meeting of the shareholders of the
Corporation and shall not apply to any Business Combination between the
Corporation and any person who became an Interested Shareholder of the
Corporation at or prior to the time of such
approval.
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(e)
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Notwithstanding
any other provisions of these Amended and Restated Articles of
Incorporation or the bylaws of the Corporation (and notwithstanding the
fact that some lesser percentage may be specified by law, these Amended
and Restated Articles of Incorporation or the bylaws of the Corporation),
the affirmative vote of the holders of a majority of the outstanding
shares of common stock of the Corporation entitled to vote generally in
the election of directors (considered for this purpose as one class) shall
be required to amend, alter, change or repeal this Article
L.
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M.
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Under
Article D, the Corporation has the authority to issue two hundred million
(200,000,000) shares of common stock with a par value of one cent (U.S.
$0.01). Prior to the amendment of these articles of
incorporation dated March 10, 2005, the Corporation was authorized to
issue one hundred and fifty thousand (150,000) shares of common stock of
par value of ten ($10.00) United States dollars per
share. Pursuant to these Amended and Restated Articles of
Incorporation, the Corporation at such time as the amendment dated March
10, 2005, reduced its stated capital from one million five hundred
thousand ($1,500,000) United States dollars to one thousand five hundred
($1,500) United States dollars by transferring one million four hundred
ninety-eight thousand five hundred ($1,498,500) United States dollars from
stated capital to surplus.
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N.
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At
all meetings of Shareholder of the Corporation, except as otherwise
expressly provided by law, there must be present either in person or by
proxy Shareholders of record holding at least 33⅓ % of the shares
issued and outstanding and entitled to vote at such meetings in order to
constitute a quorum, but if less than a quorum is present, a majority of
those shares present either in person or by proxy shall have power to
adjourn any meeting until a quorum shall be
present.
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SK 23159 0001 532825
v2