Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
GLOBALOPTIONS GROUP, INC.
Under Section 242 of the Delaware General Corporation Law
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It is hereby certified that:
1. The name of the corporation is GlobalOptions Group, Inc. (the
"Corporation").
2. This Certificate of Amendment shall take effect upon the market
opening on March 6, 2007.
3. The Certificate of Incorporation of the Corporation is hereby amended
by amending and restating Article FOURTH thereof in its entirety as follows:
"FOURTH: (a) The Corporation shall have the authority to
issue an aggregate of One Hundred and Fifteen Million
(115,000,000) shares of capital stock. The authorized
capital stock shall be divided into common stock (the
"Common Stock") and preferred stock (the "Preferred Stock").
The Common Stock of the Corporation shall consist of One
Hundred Million (100,000,000) shares, par value $.001 per
share. The Preferred Stock of the Corporation shall consist
of Fifteen Million (15,000,000) shares, par value $.001 per
share.
(b) PREFERRED STOCK; BLANK CHECK POWERS. The Corporation may
issue any class of Preferred Stock in any series. The Board
of Directors shall have authority to establish and designate
series, and to fix the number of shares included in each
such series and the variations in the relative rights,
preferences and limitations as between series, provided
that, if the stated dividends and amounts payable on
liquidation are not paid in full, the shares of all series
of the same class shall share ratably in the payment of
dividends including accumulations, if any, in accordance
with the sums which would be payable on such shares if all
dividends were declared and paid in full, and in any
distribution of assets other than by way of dividends in
accordance with the sums which would be payable on such
distribution if all sums payable were discharged in full.
Shares of each such series when issued shall be designated
to distinguish the shares of each series from shares of all
other series.
(c) No stockholder of the Corporation shall by reason of his
holding of shares of any class or series have any preemptive
or preferential right to purchase or subscribe for any
shares of any class or series of stock of the Corporation,
now or hereafter authorized, or any securities convertible
into or carrying options or warrants to purchase any shares
of any class or series of stock of the Corporation, now or
hereafter authorized, other than such rights, if any, as the
Board of Directors, in its discretion from time to time may
grant and at such price as the Board of Directors may fix.
(d) Upon this Certificate of Amendment becoming effective
pursuant to the General Corporation Law of the State of
Delaware (the "Effective Date"), the Corporation shall
implement a reverse stock split of its Common Stock (the
"Reverse Split"), whereby every eight (8) shares of Common
Stock issued and outstanding of record immediately prior to
the Effective Date ("Old Common Stock") shall be
automatically reclassified as, and converted into, one (1)
share of Common Stock ("New Common Stock").
(e) Notwithstanding the provisions of section (d) above, no
fractional shares of New Common Stock shall be issued in
connection with the Reverse Split. In lieu of issuing
fractional shares in the Reverse Split, each holder shall be
issued one full share of New Common Stock.
(f) Each stock certificate that immediately prior to the
Effective Date represented shares of Old Common Stock shall,
from and after the Effective Date, automatically and without
the necessity of presenting the same for exchange, represent
that number of whole shares of New Common Stock into which
the shares of Old Common Stock represented by such
certificate shall have been reclassified; provided, however,
that each holder of record of a certificate that represented
shares of Old Common Stock shall receive upon surrender of
such certificate a new certificate representing the number
of whole shares of New Common Stock into which the shares of
Old Common Stock represented by such certificate shall have
been reclassified.
(g) Except as may be provided in this Certificate of
Incorporation or in a designation with respect to Preferred
Stock, the holders of shares of New Common Stock shall have
the exclusive right to vote on all matters on which a holder
of Common Stock shall be entitled to vote at all meetings of
the stockholders of the Corporation and shall be entitled to
one vote for each share of New Common Stock entitled to vote
at such meeting."
3. The amendment of the Certificate of Incorporation herein certified has
been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware and by the affirmative vote of
the holders of a majority of the capital stock of the Corporation at a meeting
duly noticed and conducted in accordance with the By-Laws of the Corporation.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment of Certificate of Incorporation to be executed on this 22nd day of
February, 2007.
GLOBALOPTIONS GROUP, INC.
/s/ Harvey W. Schiller
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Name: Harvey W. Schiller, Ph.D.
Title: Chairman and Chief Executive Officer
