EXHIBIT 3.02
STATE OF DELAWARE
[SEAL]
OFFICE OF SECRETARY OF STATE
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I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "CHIRON CORPORATION" FILED IN THIS OFFICE ON THE TWELFTH DAY OF
DECEMBER, A.D. 1991, AT 11:24 O'CLOCK A.M.
* * * * * * * * * * *
[SEAL]
/s/Michael Harkins
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Michael Harkins, Secretary of State
AUTHENTICATION: #3267833
DATE: 12/12/1991
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
CHIRON CORPORATION, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of CHIRON
CORPORATION, resolutions were duly adopted setting forth a proposed amendment
of the Restated Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of
said corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that the Restated Certificate of Incorporation of this
corporation be amended by changing the Article thereof numbered "FIFTH" so
that, as amended, said Article shall be and read as follows:
"FIFTH: This corporation is authorized to issue two classes of shares to
be designated, respectively, `Preferred Stock' and `common stock.' The total
number of shares which this corporation is authorized to issue is one hundred
five million (105,000,000). Five million (5,000,000) shares shall be
Preferred Stock and one hundred million (100,000,000) shares shall be common
stock. The Preferred Stock shall have a par value of $0.01 per share; the
common stock shall have a par value of $0.01 per share.
1. PREFERRED STOCK.
The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is expressly authorized, in the
resolution or resolutions providing for the issuance of any wholly
unissued series of Preferred Stock, to fix, state and express the
powers, rights, designations, preferences, qualifications, limitations
and restrictions thereof, including without limitation: the rate of
dividends upon which and the times at which dividends of shares of such
series shall be payable and the preference, if any, which such
dividends shall have relative to dividends on shares of any other class
or classes or any other series of stock of the corporation; whether
such dividends shall be cumulative or noncumulative, and if cumulative,
the date or dates from which dividends on shares of such series shall
be cumulative; the voting rights, if any, to be provided for shares of
such series: the rights, if any, which the holders of shares of such
series shall have in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the
corporation; the rights, if any, which the holders of shares of such
series shall have to convert such shares into or exchange such shares
for shares of stock of the corporation, and the terms and conditions,
including price and rate of exchange of such conversion or
exchange; and the redemption rights (including sinking fund provisions),
if any, for shares of such series; and such other powers, rights,
designations, preferences, qualifications, limitations and restrictions
as the Board of Directors may desire to so fix. The Board of Directors
is also expressly authorized to fix the number of shares constituting
such series and to increase or decrease the number of shares of any
series prior to the issuance of shares of that series and to increase
or decrease the number of shares of any series subsequent to the
issuance of shares of that series, but not to decrease such number
below the number of shares outstanding. In case the number of shares of
any series shall be so decreased, the shares constituting such decrease
shall resume the status which they had prior to the adoption of the
resolution originally fixing the number of shares of such series.
2. COMMON STOCK.
The common stock may be issued from time to time in one or more
series. Ninety-nine million five hundred thousand (99,500,000) shares of
common stock are designated `Common Stock.' All other series of common
stock shall collectively consist of five hundred thousand (500,000) shares
and shall be designated, as a group, `Restricted Common Stock.'
3. RESTRICTED COMMON STOCK.
(a) AUTHORITY OF BOARD TO FIX RIGHTS OF RESTRICTED COMMON STOCK.
The Board of Directors is expressly authorized, in the resolution or
resolutions providing for the issuance of any wholly unissued series of
Restricted Common Stock, to fix, state and express, within the limits
expressed hereinbelow, the powers, designations, preferences and rights
of the Restricted Common Stock, and the qualifications, limitations or
restrictions thereof. The Board of Directors is also expressly
authorized to fix the number of shares constituting such series and to
increase or decrease the number of shares of any series prior to the
issuance of shares of that series and to increase or decrease the number
of shares of any series subsequent to the issue of shares of that
series, but not to decrease such number below the number of such series
then outstanding. In case the number of shares of any series shall be so
decreased, the shares constituting such decrease shall resume the status
which they had prior to the adoption of the resolution originally fixing
the number of shares of such series.
(b) SPECIFIC RIGHTS. The rights, preferences, privileges and
restrictions of the Common Stock and Restricted Common Stock shall be
identical in all respects, except as follows, or, for the Restricted
Common Stock, as fixed and determined by the Board of Directors within
the limitations which follow:
i) CONVERSION RIGHTS. The Restricted Common Stock may be
convertible into or exchangeable for Common Stock, at a conversion or
2.
exchange ratio of not more than one share of Common Stock for each share
of Restricted Common Stock and upon such other terms and conditions as
the Board of Directors may establish.
ii) VOTING RIGHTS. Subject to the special voting rights (if
any) of the Preferred Stock set forth or determined as provided in
this Article FIFTH, each holder of Common Stock of this corporation
shall be entitled to one vote for each share of such stock outstanding
in the name of such holder on the books of this corporation on the
record date designated for the purpose of such vote, and each holder of
Restricted Common Stock of the corporation shall be entitled, for each
share of such Restricted Common Stock outstanding in the name of such
holder on the books of the corporation on the record date designated for
the purpose of such vote, to the number of votes as has been fixed by
the Board of Directors, but the vote per share of Restricted Common
Stock shall not be more than the proportionate vote of the Common Stock
into which such Restricted Common Stock is convertible or exchangeable.
iii) DIVIDEND RIGHTS. Subject to the prior rights (if any)
of the holders of the Preferred Stock as to dividends, the holders of
outstanding shares of Common Stock and Restricted Common Stock shall be
entitled to receive, when and as declared by the Board of Directors, out
of the assets of the corporation at the time legally available therefor,
dividends at the rate determined by the Board of Directors: provided,
however, that the dividend on each share of Restricted Common Stock
shall be less than the proportionate dividend on each share of Common
Stock into which it is convertible or exchangeable.
iv) LIQUIDATION RIGHTS. In the event of any liquidation,
dissolution or winding up of this corporation either voluntarily or
involuntarily, but subject to the liquidation preference (if any) of the
holders of Preferred Stock by reason of their ownership thereof, the
holders of Common Stock and Restricted Common Stock shall be entitled to
receive pro rata the remaining assets of the corporation available for
distribution to shareholders except that the amounts per share paid in
liquidation on each share of Restricted Common Stock shall be less than
the proportionate amount per share paid on each share of the Common
Stock into which it is convertible or exchangeable.
v) ADJUSTMENTS. The Board of Directors shall make
appropriate adjustments to the conversion or exchange ratio and to
the voting, dividend and liquidation rights of the Restricted Common
Stock in the event of any stock split, stock dividend or similar
transaction affecting the number of outstanding shares of Common Stock
or Restricted Common Stock without the corporation's receipt of
consideration thereof."
3.
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary
number of shares as required by statute were voted in favor of the amendment.
THIRD: That said 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, said CHIRON CORPORATION has caused this certificate
to be signed by EDWARD E. PENHOET, its Vice Chairman of the Board of
Directors and Chief Executive Officer, and attested by WILLIAM G. GREEN, its
Secretary, this 12th day of December, 1991.
By /s/Edward E. Penhoet
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Edward E. Penhoet
Vice Chairman and
Chief Executive Officer
(SEAL)
Attest: /s/William G. Green
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William G. Green, Secretary