Exhibit 3.4
Articles of Amendment
to the
Articles of Incorporation, as amended,
of
INSMED INCORPORATED
I.
The name of the corporation is Insmed Incorporated (the "Company").
II.
Article III of the Company's Articles of Incorporation, as amended, shall be
amended by the addition of the following additional paragraph after the last
paragraph of that Article III:
8. Reverse Stock Split. Simultaneously with the effective date of this
amendment (the "Effective Time"), each four shares of the Company's Common
Stock, par value $.01 per share, issued and outstanding immediately prior to the
Effective Time (the "Old Common Stock") shall, automatically and without any
action on the part of the holder thereof, be reclassified as and changed,
pursuant to a reverse stock split (the "Reverse Split"), into one share of the
Company's outstanding Common Stock (the "New Common Stock"), subject to the
treatment of fractional share interests as described below. Each holder of a
certificate or certificates which immediately prior to the Effective Time
represented outstanding shares of Old Common Stock (the "Old Certificates,"
whether one or more) shall be entitled to receive upon surrender of such Old
Certificates to the Company's Transfer Agent for cancellation, a certificate or
certificates (the "New Certificates," whether one or more) representing the
number of whole shares of the New Common Stock into and for which the shares of
the Old Common Stock formerly represented by such Old Certificates so
surrendered, are reclassified under the terms hereof. From and after the
Effective Time, Old Certificates shall thereupon be deemed for all corporate
purposes to evidence ownership of New Common Stock in the appropriately reduced
whole number of shares. No certificates or scrip representing fractional share
interests in New Common Stock will be issued, and no such fractional share
interest will entitle the holder thereof to vote, or to any rights of a
shareholder of the Company. In lieu of any fraction of a share of New Common
Stock to which the holder would otherwise be entitled, the holder will receive a
cash payment in U.S. dollars equal to such fraction multiplied by four times the
average of the closing bid and ask price per share of Common Stock as quoted on
The Nasdaq SmallCap Market for the five trading days immediately preceding the
Effective Time. If more than one Old Certificate shall be surrendered at one
time for the account of the same shareholder, the number of full shares of New
Common Stock for which New Certificates shall be issued shall be computed on the
basis of the aggregate number of shares represented by the Old Certificates so
surrendered. In the event that the Company's Transfer Agent determines that a
holder of Old Certificates has not surrendered all his certificates for
exchange, the Transfer Agent shall carry forward any fractional share until all
certificates of that holder have been presented for exchange such that payment
for fractional shares to any one person shall not exceed the value of one share.
If any New Certificate is to be issued in a name other than that in which it was
issued, the Old Certificates so surrendered shall be properly endorsed and
otherwise in proper form for transfer, and the stock transfer tax stamps to the
Old Certificates so surrendered shall be properly endorsed and otherwise in
proper form for transfer, and the person or persons requesting such exchange
shall affix any requisite stock transfer tax stamps to the Old Certificates
surrendered, or provide funds for their purchase, or establish to the
satisfaction of the Transfer Agent that such taxes are not payable. From and
after the Effective Time, the amount of capital shall be represented by the
shares of the New Common Stock into which and for which the shares of the Old
Common Stock are reclassified, until thereafter reduced or increased in
accordance with applicable law. All references elsewhere in the Articles of
Incorporation, as amended, to the "Common Stock" shall, after the Effective
Time, refer to the "New Common Stock".
III.
The amendment was proposed by the board of directors and submitted to
the shareholders of the Company in accordance with Chapter 9 of Title 13.1 of
the Code of Virginia. The designation, number of outstanding shares, and number
of votes entitled to be cast by each voting group entitled to vote separately on
the amendment are as follows:
Designation Number of Outstanding Shares Number of Votes
- ----------- ---------------------------- ---------------
Common 108,127,568 108,127,568
The total number of undisputed votes cast for the amendment by each
voting group was as follows:
Designation Number of Undisputed Votes for the Amendment
- ----------- --------------------------------------------
Common 93,583,881
The number of votes cast for the amendment by each voting group was
sufficient for approval by that voting group.
IV.
Pursuant to Section 13.1-606 of the Virginia Stock Corporation Act, the
effective time and date of this Amendment to the Company's Articles of
Incorporation, as amended, shall be 11:59 p.m. on July 28, 2000.
INSMED INCORPORATED
Dated: July 28, 2000 By: /s/ Geoffrey Allan
------------------------------------------
Geoffrey Allan, Ph.D.
Chairman of the Board, President and Chief
Executive Officer