CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
DIGITAL COURIER TECHNOLOGIES, INC.
[MAKING REVISIONS TO CHANGE NAME AND TO SET
FORTH TERMS OF REVERSE SPLIT]
Digital Courier Technologies, Inc. a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That pursuant to the recommendation of the Board of Directors of
the Company, the following resolution amending the Amended and Restated
Certificate of Incorporation of the Company has been adopted by written consent
of stockholders of the Company holding a majority of the outstanding stock
entitled to vote thereon. The resolution setting forth the amendment is as
follows:
RESOLVED, that the Company's Certificate of Incorporation be amended to
revise Article I and Article IV as attached hereto on Exhibit A.
SECOND: That this resolution has been adopted by the written consent of
the majority of shares pursuant to Section 228 of the General Corporation Law of
the State of Delaware.
THIRD: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the effective date and time of said amendments shall be at
12:01 a.m., EDT, May 8, 2003.
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IN WITNESS WHEREOF, the undersigned hereby affirms, under penalties of
perjury, that the foregoing instrument is the act and deed of the Company and
that the facts stated therein are true. Dated this 6th day of May, 2003.
Digital Courier Technologies, Inc.
By: /s/Lynn J. Langford
-------------------
Lynn J. Langford
Secretary
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EXHIBIT A
Article I of the Company's Amended and Restated Certificate of Incorporation
shall read as follows:
"ARTICLE I
NAME
The name of the corporation is TransAxis, Inc."
Article IV of the Company's Amended and Restated Certificate shall read as
follows:
"ARTICLE IV
CAPITALIZATION
A. The total number of shares of stock of all classes which the Company
shall have authority to issue is Seventy Seven Million Five Hundred
Thousand (77,500,000), of which Seventy Five Million (75,000,000)
shares shall have the par value of One Hundredth of One Cent ($.0001)
each and shall be shares of common stock (the "Common Stock") and Two
Million Five Hundred Thousand (2,500,000) shares shall have the par
value of One Hundredth of One Cent ($.0001) each and shall be shares of
preferred stock.
B. Effective 12:01 am on May 8, 2003 (the "Effective Time") each one (1)
share of the Common Stock of the Company issued and outstanding
immediately prior to the Effective Time ("Old Common Stock") shall
automatically be combined, without any action on the part of the holder
thereof, into one-one hundredth (1/100) of one (1) share of fully paid
and nonassessable Common Stock of the Company ("New Common Stock"),
subject to the treatment of fractional shares interests described
below.
C. Following the Effective Time, each holder of Old Common Stock shall be
entitled to receive upon surrender of such holder's certificate(s)
representing Old Common Stock (whether one or more, "Old Certificates")
for cancellation pursuant to procedures adopted by the Company, a
certificate(s) representing the number of whole shares of New Common
Stock (whether one or more, "New Certificates") into which and for
which the shares of 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 represent
only the right to receive New Certificates and, where applicable, cash
in lieu of fractional shares, as provided below.
D. No fractional shares of Common Stock of the Company shall be issued. No
stockholder of the Company shall transfer any fractional shares of
Common Stock of the Company. The Company shall not recognize on its
stock record books any purported transfer of any fractional share of
Common Stock of the Company. A holder of Old Certificates at the
Effective Time who would otherwise be entitled to a fraction of a share
of New Common Stock shall, in lieu thereof, be entitled to receive a
cash payment in an amount equal to the fraction to which the
stockholder would otherwise be entitled multiplied by the per share
closing sales price of the Common Stock on the day immediately prior to
the Effective Time, as reported on the over the counter market (or if
such price is not available, then such other price as determined by the
Board of Directors)."
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