EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
COLOR IMAGING, INC.
Adopted in accordance with the provisions of
Section 242 of the
General Corporation Law of the State of Delaware
COLOR IMAGING, INC., a corporation organized and existing under the laws of
the State of Delaware (the "Corporation"), does hereby certify as follows:
FIRST: The Corporation has received payment for its capital stock.
SECOND: In accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware, the Board of Directors of the
Corporation has duly adopted a resolution setting forth and declaring advisable
the amendment to Article FOURTH of the Certificate of Incorporation of the
Corporation set forth below.
THIRD: The stockholders owning a majority of the outstanding common stock,
par value $.01 per share, of the Corporation entitled to vote thereon in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware duly authorized, adopted and approved a resolution
amending Article FOURTH of the Certificate of Incorporation of the Corporation
as set forth below.
FOURTH: Article FOURTH of the Certificate of Incorporation of Color
Imaging, Inc., a Delaware corporation, is hereby deleted in its entirety and the
following is inserted in lieu thereof:
FOURTH:
A. The total number of shares of stock which the Corporation shall have
authority to issue is twelve thousand four hundred (12,400) shares, consisting
of twelve thousand (12,000) shares of Common Stock having a par value of $0.01
per share and four hundred (400) shares of Preferred Stock having a par value of
$0.01 per share.
B. The Board of Directors is expressly authorized to provide for the
issuance of the shares of Preferred Stock in one or more series 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.
FIFTH: Effective at the date and time this amendment to the Certificate of
Incorporation is accepted by the Secretary of State of the State of Delaware
(the "Effective Time"), each two thousand five hundred (2,500) of the
corporation's common shares then issued and outstanding shall be automatically
converted into one fully-paid and non-assessable common share (the "Reverse
Stock Split"). In lieu of the issuance of any fractional common shares or scrip
of less than one whole common share that would otherwise result from the Reverse
Stock Split, any holder of common shares who would otherwise be entitled to
receive less than one share in total shall be entitled to receive the amount of
One and 10/100 Dollars ($1.10) in cash for each common share held immediately
prior to the Effective Time. This subsection (B) of this Certificate of
Amendment shall affect only issued and outstanding shares of the corporation and
shall not affect the total authorized number of shares.
SIXTH: This Certificate of Amendment shall not change the stated capital or
paid-in surplus referable to the common shares, if any.
SEVENTH: This Certificate of Amendment shall be effective as of 8:30 a.m.
EDT on September 22, 2005.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed and sealed by Sueling Wang, its President and Vice
Chairman, and attested by Morris E. Van Asperen, its Secretary, Executive Vice
President and Chief Financial Officer, this 19th day of September, 2005.
COLOR IMAGING, INC.
By: /S/ SUELING WANG
----------------------------------------
Sueling Wang
President and Vice Chairman
[Corporate Seal]
ATTEST:
/S/ MORRIS E. VAN ASPEREN
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Morris E. Van Asperen
Secretary, Executive Vice President and Chief Financial Officer