Exhibit 3.2
CERTIFICATE OF AMENDMENT
RESTATED CERTIFICATE OF INCORPORATION
GUNTHER INTERNATIONAL LTD.
It Is Hereby Certified That:
1. The name of the corporation is Gunther International Ltd.
(hereinafter called the "Corporation").
2. Article III of the Restated Certificate of Incorporation of
the Corporation is hereby amended and restated to read in its entirety as
follows:
Article III
Capital Stock
(a) The total number of shares of all classes of stock
which the Corporation has authority to issue is Thirty-Two Million Five
Hundred Thousand (32,500,000) shares, consisting of Thirty-Two Million
(32,000,000) shares of Common Stock, par value $.001 per share (the
"Common Stock"), and Five Hundred Thousand (500,000) shares of
Preferred Stock, par value $.001 per share (the "Preferred Stock").
(b) The holders of Common stock shall be entitled to one
vote for each share so held with respect to each matter voted on by the
shareholders of the Corporation. Upon any liquidation, dissolution or
winding up of the affairs of the Corporation, the holders of Common
Stock shall be entitled to divide the remaining assets of the
Corporation ratably, on the basis of the number of shares of Common
Stock held by each of them. Dividends may be paid on the Common Stock
as and when declared by the Board of Directors, subject, however to the
prior and superior rights of the holders of any then-outstanding
Preferred Stock.
(c) Shares of Preferred Stock may be issued from time to
time in one or more series, and the Board of Directors of the
Corporation is hereby authorized, subject to the limitations provided
by law, to establish and designate one or more series of Preferred
Stock, to fix the number of shares constituting each series, and to fix
the designation, powers, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, of each series and the variations and the
relative rights, preferences and limitations as between series, and to
increase and to decrease the number of shares constituting each series.
The authority of the Board of
Directors of the Corporation with respect to each series shall include,
but shall not be limited to, the authority to determine the following:
(i) The designation of such series, which may be by
distinguishing number or letter.
(ii) The number of shares initially constituting such
series.
(iii) The increase, and the decrease to a number not less
than the number of the then outstanding shares of such series, of the
number of shares constituting such series theretofore fixed.
(iv) The rate or rates, and the conditions upon and the
times at which dividends on the shares of such series shall be paid,
the preference or relation which such dividends shall bear to the
dividends payable on any other class or classes or on any other series
of stock of the Corporation, and whether or not such dividends shall be
cumulative, and, if such dividends shall be cumulative, the date or
dates from and after which they shall accumulate.
(v) Whether or not the shares of such series shall be
redeemable and, if such shares shall be redeemable, the terms and
conditions of such redemption, including, but not limited to, the date
or dates upon or after which such shares shall be redeemable and the
amount per share which shall be payable upon such redemption, which
amount may vary under different conditions and at difference redemption
dates.
(vi) The rights to which the holders of the shares of such
series shall be entitled upon the voluntary or involuntary liquidation,
dissolution or winding up of, or upon any distribution of the assets
of, the Corporation, which rights may be different in the case of a
voluntary liquidation, dissolution or winding up than in the case or
such an involuntary event.
(vii) Whether or not the shares of such series shall have
voting rights, in addition to the voting rights provided by law and, if
such shares shall have such voting rights, the terms and conditions
thereof, including, but not limited to, the right of the holders of
such shares to vote as a separate class either alone or with the
holders of shares of one or more other series of Preferred Stock and
the right to have more than one vote per share.
(viii) Whether or not a sinking or a purchase fund shall be
provided for the redemption or purchase of the shares of such series
and, if such a sinking fund or purchase fund shall be provided, the
terms and conditions thereof.
(ix) Whether or not the shares of such series shall be
convertible into, or exchangeable for, shares of any other class or
classes or any other series of
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the same or any other class or classes of stock or any other security
of the Corporation or any other entity and, if provision be made for
conversion or exchange, the terms and conditions of conversion or
exchange, including, but not limited to, any provision for the
adjustment of the conversion or exchange rate or price.
3. The amendment of the Restated Certificate of Incorporation
herein certified 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 officer of the Corporation has
executed this Certificate of Amendment to the Corporation's Restated Certificate
of Incorporation this 22nd day of October, 2001.
Gunther International Ltd.
By: /s/ Michael M. Vehlies
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Michael M. Vehlies
Senior Vice President, Chief Financial
Officer, Treasurer and Secretary
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