Exhibit 3.2
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
MEADOWBROOK REHABILITATION GROUP, INC.
MEADOWBROOK REHABILITATION GROUP, INC., a corporation duly organized
and existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify that:
1. The amendment to the Corporation's Certificate of Incorporation set
forth below was duly adopted in accordance with the provisions of Section 242
and has been consented to in writing by the Corporation's majority stockholder,
and written notice has been given, in accordance with Section 228 of the General
Corporation Law of the State of Delaware.
2. Subsection (a) of Article IV of the Corporation's Restated Certificate
of Incorporation is amended to read in its entirety as follows:
(a) Authorized Capitalization. The total number of shares of all classes of
stock which the Corporation shall have authority to issue is twenty-one million
(21,000,000) shares, consisting of fifteen million (15,000,000) shares of Class
A Common Stock, par value $.01 per share ("Class A Common Stock"), five million
(5,000,000) shares of Class B Common Stock, par value $.01 per share ("Class B
Common Stock") (the "Class A Common Stock" and "Class B Common Stock" being
herein the "Common Stock"), and one million (1,000,000) shares of preferred
stock, par value $.01 per share ("Preferred Stock"). The number of authorized
shares of Preferred Stock or any series thereof and Class A Common Stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the voting
power of all of the then outstanding shares of stock entitled to vote in any
general election of directors voting together as a single class. The number of
authorized shares of Class B Common Stock may be increased only with the
affirmative vote of (i) a majority of the Class B Common Stock voting as a class
and (ii) a majority of the Class A Common Stock and any other class of stock
entitled to vote thereon as a class.
At the close of business on the day that this Certificate of Amendment of
Restated Certificate of Incorporation is filed with the Secretary of State of
Delaware, each share of Class A Common Stock of the Corporation issued and
outstanding at such time shall be converted into one-third (1/3) of a share of
-1-
Class A Common Stock and each share of Class B Common Stock of the
Corporation issued and outstanding at such time shall be converted into
one-third (1/3) of a share of Class B Common Stock. No fractional share shall be
issued upon the conversion of any share or shares of Class A Common Stock or
Class B Common Stock. All shares of Class A Common Stock or Class B Common Stock
issuable upon the conversion of the Class A Common Stock or Class B Common Stock
to a holder thereof shall be aggregated for purposes of determining whether the
conversion would result in the issuance of any fractional share. If, after the
aforementioned aggregation, the conversion would result in the issuance of a
fraction of a share of Class A Common Stock or Class B Common Stock, the
Corporation shall, in lieu of issuing any fractional share, pay the holder
otherwise entitled to such fraction a sum in cash equal to three times the
average closing sale price of a share of Class A Common Stock on The NASDAQ
Stock Market for the ten trading days immediately preceding the date this
Certificate of Amendment of Restated Certificate of Incorporation is filed with
the Secretary of State of Delaware (or for such lesser number of days within
such ten trading day period on which there is at least one reported sale of the
Class A Common Stock). The amount of capital represented by the issued and
outstanding shares of Class A Common Stock and Class B Common Stock in the
aggregate at the time this amendment becomes effective shall be decreased by the
transfer of two cents ($.02) from capital to surplus for each share that is no
longer issued and outstanding after such effectiveness, such transfer to be made
at the time this amendment becomes effective. Upon surrender by a holder of
Class A Common Stock or Class B Common Stock of a certificate or certificates
for Class A Common Stock or Class B Common Stock, duly endorsed, at the office
of the Corporation, the Corporation shall, as soon as practicable thereafter,
issue and deliver at such office to such holder of Class A Common Stock or Class
B Common Stock, or to the nominee or nominees of such holder, a certificate or
certificates for the number of shares of Class A Common Stock or Class B Common
Stock to which such holder shall be entitled as aforesaid.
IN WITNESS WHEREOF, MEADOWBROOK REHABILITATION GROUP, INC. has caused this
Certificate to be executed by Harvey Wm. Grasser, its authorized officer, on
this 22nd day of April, 1996.
/s/ HARVEY WM. GLASSER
Title: President and Chief
Executive Officer
-2-