Exhibit 3:
NBI,INC.
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
We, the undersigned President and Secretary of NBI, INC., a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "Corporation"), do hereby
certify as follows:
FIRST. The Board of Directors of the Corporation duly adopted
resolutions containing the amendments to the Certificate of Incorporation of
the Corporation set forth below, declaring such amendments to be advisable and
calling for the consent of the stockholders of the Corporation to such
amendment.
SECOND. A majority of the outstanding stock entitled to vote
thereon, and a majority of the outstanding stock of each class entitled to
vote thereon as a class has been voted in favor of the amendments at the
Annual Meeting of Shareholders held on October 14, 1998. The amendments were
in all respects duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.
THIRD. Article FOURTH of the Certificate of Incorporation of the
Corporation is hereby amended to read in its entirety as follows:
A. THE AGGREGATE NUMBER OF SHARES WHICH THE CORPORATION SHALL HAVE
AUTHORITY TO ISSUE IS TWENTY-FIVE MILLION (25,000,000) SHARES, CONSISTING OF
TWENTY MILLION (20,000,000) SHARES OF COMMON STOCK WITH A PAR VALUE OF $0.01
PER SHARE (THE "COMMON STOCK"), AND FIVE MILLION (5,000,000) SHARES OF
PREFERRED STOCK WITH A PAR VALUE OF $0.01 PER SHARE (THE "PREFERRED STOCK").
B. THE BOARD OF DIRECTORS IS AUTHORIZED, SUBJECT TO LIMITATIONS
PRESCRIBED BY LAW AND THE PROVISIONS OF THIS ARTICLE FOURTH, TO PROVIDE FOR
THE ISSUANCE OF THE SHARES OF PREFERRED STOCK IN SERIES, AND BY FILING A
CERTIFICATE PURSUANT TO THE APPLICABLE LAW OF THE STATE OF DELAWARE, TO
ESTABLISH FROM TIME TO TIME THE NUMBER OF SHARES TO BE INCLUDED IN EACH SUCH
SERIES, AND TO FIX THE DESIGNATION, POWERS, PREFERENCES AND RIGHTS OF THE
SHARES OF EACH SUCH SERIES AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS
THEREOF.
The authority of the Board with respect to each series shall
include, but not be limited to, determination of the following:
1. THE NUMBER OF SHARES CONSTITUTING THAT SERIES AND THE
DISTINCTIVE DESIGNATION OF THAT SERIES;
2. THE DIVIDEND RATE ON THE SHARES OF THAT SERIES, WHETHER
DIVIDENDS SHALL BE CUMULATIVE, AND, IF SO, FROM WHICH DATE OR DATES, WHETHER
DIVIDENDS SHALL BE PAYABLE IN CASH OR IN KIND, AND THE RELATIVE RIGHTS OF
PRIORITY, IF ANY, OF PAYMENT OF DIVIDENDS ON SHARES OF THAT SERIES;
3. WHETHER THAT SERIES SHALL HAVE VOTING RIGHTS, IN ADDITION
TO THE VOTING RIGHTS PROVIDED BY LAW, AND, IF SO, THE TERMS OF SUCH VOTING
RIGHTS;
4. WHETHER THAT SERIES SHALL HAVE CONVERSION PRIVILEGES, AND,
IF SO, THE TERMS AND CONDITIONS OF SUCH CONVERSION, INCLUDING PROVISION FOR
ADJUSTMENT OF THE CONVERSION RATE IN SUCH EVENTS AS THE BOARD OF DIRECTORS
SHALL DETERMINE;
5. WHETHER OR NOT THE SHARES OF THAT SERIES SHALL BE
REDEEMABLE, AND, IF SO, THE TERMS AND CONDITIONS OF SUCH REDEMPTION,
INCLUDING THE DATE OR DATES UPON OR AFTER WHICH THEY SHALL BE REDEEMABLE, AND
THE AMOUNT PER SHARE PAYABLE IN CASE OF REDEMPTION, WHICH AMOUNT MAY VARY
UNDER DIFFERENT CONDITIONS AND AT DIFFERENT REDEMPTION DATES;
6. WHETHER THAT SERIES SHALL HAVE A SINKING FUND FOR THE
REDEMPTION OR PURCHASE OF SHARES OF THAT SERIES, AND, IF SO, THE TERMS AND
AMOUNT OF SUCH SINKING FUND;
7. THE RIGHTS OF THE SHARES OF THAT SERIES IN THE EVENT OF
VOLUNTARY OR INVOLUNTARY LIQUIDATION, DISSOLUTION OR WINDING UP, OR MERGER,
CONSOLIDATION, DISTRIBUTION OR SALE OF ASSETS OF THE CORPORATION, AND THE
RELATIVE RIGHTS OF PRIORITY, IF ANY, OF PAYMENT OF SHARES OF THAT SERIES; AND
8. ANY OTHER RELATIVE RIGHTS, PREFERENCES AND LIMITA-TIONS OF
THAT SERIES. SHARES OF PREFERRED STOCK MAY BE AUTHO-RIZED AND ISSUED, IN
AGGREGATE AMOUNTS NOT EXCEEDING THE TOTAL NUMBER OF SHARES OF PREFERRED STOCK
AUTHORIZED BY THE CERTIFICATE OF INCORPORATION, FROM TIME TO TIME AS THE BOARD
OF DIRECTORS OF THE CORPORATION SHALL DETERMINE AND FOR SUCH CONSIDERATION AS
SHALL BE FIXED BY THE BOARD OF DIRECTORS.
FOURTH. Article ELEVENTH of the Certificate of Incorporation of the
Corporation is hereby deleted in its entirety.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by Jay H. Lustig, its President, and Marjorie A. Cogan,
its Secretary, this 30th day of October, 1998.
NBI, INC.
By: /s/ Jay H. Lustig
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Jay H. Lustig, Chief Executive Officer
ATTEST:
/s/ Marjorie A. Cogan
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Marjorie A. Cogan, Secretary