Exhibit 3.2
CERTIFICATE OF AMENDMENT
to the
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
of
STRATUS PROPERTIES INC.
Stratus Properties Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of
the State of Delaware (the "Corporation"), does hereby certify
that:
FIRST: The Corporation's Board of Directors, at a meeting
of the Board on February 7, 2001, duly adopted the following
resolutions:
RESOLVED, That Article FOURTH of the Amended and
Restated Certificate of Incorporation of the
Corporation is hereby amended and restated to read in
its entirety as follows:
FOURTH: (a) The total number of shares of
capital stock which the Corporation shall have
authority to issue is 200,000,000 shares, of which
50,000,000 shares shall be Preferred Stock with a par
value of $.01 per share and 150,000,000 shares shall be
Common Stock with a par value of $.01 per share.
(b) The Preferred Stock may be issued from time
to time in one or more series, each of such series to
have such voting powers, full or limited, or no voting
powers, and such designations, preferences and
relative, participating, optional or other special
rights, and qualifications, limitations or restrictions
thereof, as shall be stated and expressed in the
resolution or resolutions providing for the issue of
such series adopted by the Board of Directors. If so
provided in such resolution or resolutions and as and
to the extent permitted by law, the shares of any
series of the Preferred stock may be made subject to
redemption, or convertible into or exchangeable for
shares of any other class or series, by the Corporation
at its option or at the option of the holders or upon
the happening of a specified event.
Subject to such special voting rights as holders of any
shares of the Preferred Stock may be entitled to exercise, each
holder of Common Stock of the Corporation shall be entitled to
one vote for each share of such Common Stock standing in the name
of such holder on the books of the Corporation.
(c) No holder of shares of any class shall be entitled, as
such, as matter of right, to subscribe for or purchase any part
of any new or additional issue of stock of any class or series
whatsoever, or of securities convertible into, or accompanied by
rights to subscribe to, stock of any class or series whatsoever,
whether now or hereafter authorized, or whether issued for cash
or otherwise.
(d) At 5:00 p.m. (Eastern Time) on the effective date of
the amendment amending and restating this Article FOURTH (the
"Effective Date"), each share of Common Stock held of record as
of 5:00 p.m. (Eastern Time) on the Effective Date or held in the
Corporation's treasury as of such time shall be automatically
reclassified and converted, without further action on the part of
the holder thereof, into one-fiftieth (1/50) of one share of
Common Stock (the "Reverse Stock Split"). No fractional share of
Common Stock shall be issued to any Fractional Holder (as defined
below) as a result of the Reverse Stock Split. From and after
5:00 p.m. (Eastern Time) on the Effective Date, each Fractional
Holder shall have no further interest as a stockholder in respect
of any fractional share resulting from the Reverse Stock Split
and, in lieu of receiving such fractional share, shall be
entitled to receive, upon surrender of the certificate or
certificates representing such fractional share, the cash value
of such fractional share based on the average daily closing price
per share of the Common Stock on Nasdaq for the 10 trading days
immediately preceding the Effective Date, without interest;
provided, however, that if no shares of Common Stock have been
traded on any such trading day, the closing price per share of
the Common Stock for such trading day shall be the average of the
highest bid and lowest asked prices for the Common Stock for such
trading day as reported by Nasdaq. As used herein, the term
"Fractional Holder" shall mean a holder of record of fewer than
50 shares of Common Stock as of 5:00 p.m. (Eastern Time) on the
Effective Date who would be entitled to less than one whole share
of Common Stock in respect of such shares as a result of the
Reverse Stock Split.
At 5:01 p.m. (Eastern Time) on the Effective Date, each
share of Common Stock, and any fraction thereof (excluding any
interest in the Corporation held by a Fractional Holder converted
into cash) held by a holder of record of one or more shares of
Common Stock as of 5:01 p.m. (Eastern Time) on the Effective
Date, or held in the Corporation's treasury as of such time,
shall be automatically reclassified and converted, without
further action on the part of the holder thereof, into shares of
Common Stock on the basis of 25 shares of Common Stock for each
share of Common Stock then held (the "Forward Stock Split").
Each stockholder who holds an odd number of shares of Common
Stock in a record account immediately prior to the Effective
Date, in lieu of the fractional share in the account resulting
from the Forward Stock Split, shall be entitled to receive, upon
surrender of the certificate or certificates representing such
fractional share, the cash value of such fractional share based
on the average daily closing price per share of the Common Stock
on Nasdaq for the 10 trading days immediately preceding the
Effective Date, without interest; provided, however, that if no
shares of Common Stock have been traded on any such trading day,
the closing price per share of the Common Stock for such trading
day shall be the average of the highest bid and lowest asked
prices for the Common Stock for such trading day as reported by
Nasdaq.
SECOND: The Corporation's Board of Directors declared the foregoing
amendment to be advisable and directed that the proposed amendment be
submitted to a vote of the Corporation's stockholders at the 2001
Annual Meeting of Stockholders of the Corporation.
THIRD: At the Annual Meeting of Stockholders on May 10, 2001, the
Corporation's stockholders duly approved the foregoing amendment and
such amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned, being the Chairman of
the Board, President and Chief Executive Officer of the
Corporation, for the purpose of amending the Corporation's
Amended and Restated Certificate of Incorporation, does hereby
make this Certificate of Amendment, hereby declaring and
certifying that this is the act and deed of the Corporation and
the facts herein stated are true, and accordingly the undersigned
has hereunto set his hand as of this 25th day of May, 2001.
STRATUS PROPERTIES INC.
By: /s/ William H. Armstrong III
-----------------------------
William H. Armstrong III
Chairman of the Board,
President and
Chief Executive Officer
CORPORATE SEAL
Attest: /s/ Douglas N. Currault II
---------------------------
Douglas N. Currault II
Assistant Secretary