Exhibit 3(v)
CERTIFICATE OF AMENDMENT
TO
THE CERTIFICATE OF INCORPORATION
OF
NATIONAL DATA CORPORATION
National Data Corporation, a corporation organized and existing under and
by virtue of the Delaware General Corporation Law (the "Corporation"), does
hereby certify:
FIRST: That effective as of March 26, 2001, the Board of Directors of the
Corporation adopted resolutions setting forth and adopting a proposed amendment
to the Certificate of Incorporation of the Corporation, and declaring said
amendment to be advisable and in the best interests of the Corporation. The
proposed amendment is as follows:
NOW, THEREFORE, BE IT RESOLVED, that the Certificate of Incorporation is
hereby amended by adding the attached "Appendix A Amended and Restated
Certificate of Designations, Preferences, Limitations and Relative Rights of
Series A Junior Participating Preferred Stock" as Appendix A to the Certificate
of Incorporation.
SECOND: That the proposed amendment does not require the approval of the
stockholders of the Corporation, pursuant to Section 151 of the Delaware General
Corporation Law and the authority expressly vested in the Board of Directors of
the Corporation by the provisions of its Certificate of Incorporation.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by a duly authorized officer this ____ day of April, 2001.
NATIONAL DATA CORPORATION
By: ___________________________________
Name:__________________________________
Its:___________________________________
AMENDED CERTIFICATE OF DESIGNATIONS, PREFERENCES,
LIMITATIONS AND RELATIVE RIGHTS
OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
NATIONAL DATA CORPORATION
National Data Corporation, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY:
That, the Corporation has designated 1,000,00 shares of its Preferred
Stock, par value $1.00 per share (the "Preferred Stock") as Series A Junior
Participating Preferred Stock of the Corporation ("Series A Shares") pursuant to
a Certificate of Designations, originally filed with the Secretary of State of
Delaware on January 22, 1991, and as amended pursuant to an Amended Certificate
of Designations filed with the Secretary of State of Delaware on October 28,
1996 ("Certificate of Designations");
That, none of the Series A Shares have been issued and there are no
securities convertible into the Series A Shares outstanding or reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation;
That, pursuant to the authority conferred upon the Board of Directors of
the Corporation by the Corporation's Certificate of Incorporation, as amended,
the Board of Directors adopted resolutions by unanimous written consent on March
26, 2001 in accordance with the provisions of Section 228 of the Delaware
General Corporation Law, decreasing the number of shares designated as Series A
Shares from 1,000,000 shares to 200,000 shares and replacing the existing
Certificate of Designations in its entirety with the following:
1. Series A Junior Participating Preferred Stock. There is hereby
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established a series of Preferred Stock, $1.00 par value per share, of the
Corporation, and the designation and certain terms, powers, preferences and
other rights of the shares of such series, and certain qualifications,
limitations and restrictions thereon, are hereby fixed as follows:
(i) The distinctive serial designation of this series shall be
"Series A Junior Participating Preferred Stock" (hereinafter called "this
Series"). Each share of this Series shall be identical in all respects with the
other shares of this Series except as to the dates from and after which
dividends thereon shall be cumulative.
(ii) The number of shares in this Series shall initially be 200,000,
which number may from time to time be increased or decreased (but not below the
number then outstanding) by the Board of Directors. Shares of this Series
purchased by the Corporation shall be canceled and shall revert to authorized
but unissued shares of Preferred Stock undesignated as to series. Shares of this
Series may be issued in
fractional shares, which fractional shares shall entitle the holder, in
proportion to such holder's fractional share, to all rights of a holder of a
whole share of this Series.
(iii) The holders of full or fractional shares of this Series shall be
entitled to receive, when and as declared by the Board of Directors, but only
out of funds legally available therefor, dividends, (A) on each date that
dividends or other distributions (other than dividends or distributions payable
in Common Stock of the Corporation) are payable on or in respect of Common Stock
comprising part of the Reference Package (as defined below), in an amount per
whole share of this Series equal to the aggregate amount of dividends or other
distributions (other than dividends or distributions payable in Common Stock of
the Corporation) that would be payable on such date to a holder of the Reference
Package and (B) on the last day of March, June, September and December in each
year, in an amount per whole share of this Series equal to the excess (if any)
of $1.00 over the aggregate dividends paid per whole share of this Series during
the three-month period ending on such last day. Each such dividend shall be paid
to the holders of record of shares of this Series on the date, not exceeding 60
days preceding such dividend or distribution payment date, fixed for that
purpose by the Board of Directors in advance of payment of each particular
dividend or distribution. Dividends on each full and each fractional share of
this Series shall be cumulative from the date such full or fractional share is
originally issued; provided that any such full or fractional share originally
issued after a dividend record date and on or prior to the dividend payment date
to which such record date relates shall not be entitled to receive the dividend
payable on such dividend payment date or any amount in respect of the period
from such original issuance to such dividend payment date.
The term "Reference Package" shall initially mean 1,000 shares of
Common Stock, $.125 par value ("Common Stock"), of the Corporation. In the event
the Corporation shall at any time (A) declare or pay a dividend on any Common
Stock payable in Common Stock, (B) subdivide any Common Stock or (C) combine any
Common Stock into a smaller number of shares, then and in each such case the
Reference Package after such event shall be the Common Stock that a holder of
the Reference Package immediately prior to such event would hold thereafter as a
result thereof.
Holders of shares of this Series shall not be entitled to any
dividends, whether payable in cash, property or stock, in excess of full
cumulative dividends, as herein provided, on this Series.
So long as any shares of this Series are outstanding, no dividend
(other than a dividend in Common Stock or in any other stock ranking junior to
this Series as to dividends and upon liquidation) shall be declared or paid or
set aside for payment or other distribution declared or made upon the Common
Stock or upon any other stock ranking junior to this Series as to dividends or
upon liquidation, nor shall any Common Stock nor any other stock of the
Corporation ranking junior to or on a parity with this Series as to dividends or
upon liquidation be redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or made available for a sinking fund for
the redemption of any shares of any such stock) by the Corporation (except by
conversion into or exchange for stock of the Corporation ranking junior to this
Series as to dividends
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and upon liquidation), unless, in each case, the full cumulative dividends
(including the dividend to be due upon payment of such dividend, distribution,
redemption, purchase or other acquisition) on all outstanding shares of this
Series shall have been, or shall contemporaneously be, paid.
(iv) In the event of any merger, consolidation, reclassification or
other transaction in which the shares of Common Stock are exchanged for or
changed into other stock or securities, cash and/or any other property, then in
any such case the shares of this Series shall at the same time be similarly
exchanged or changed in an amount per whole share equal to the aggregate amount
of stock, securities, cash and/or any other property (payable in kind), as the
case may be, that a holder of the Reference Package would be entitled to receive
as a result of such transaction.
(v) In the event of any liquidation, dissolution or winding up of the
affairs of the Corporation, whether voluntary or involuntary, the holders of
full and fractional shares of this Series shall be entitled, before any
distribution or payment is made on any date to the holders of the Common Stock
or any other stock of the Corporation ranking junior to this Series upon
liquidation, to be paid in full an amount per whole share of this Series equal
to the greater of (A) $1.00 or (B) the aggregate amount distributed or to be
distributed prior to such date in connection with such liquidation, dissolution
or winding up to a holder of the Reference Package (such greater amount being
hereinafter referred to as the "Liquidation Preference"), together with accrued
dividends to such distribution or payment date, whether or not earned or
declared. If such payment shall have been made in full to all holders of shares
of this Series, the holders of shares of this Series as such shall have no right
or claim to any of the remaining assets of the Corporation.
In the event the assets of the Corporation available for distribution
to the holders of shares of this Series upon any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, shall be
insufficient to pay in full all amounts to which such holders are entitled
pursuant to the first paragraph of this Section (v), no such distribution shall
be made on account of any shares of any other class or series of Preferred Stock
ranking on a parity with the shares of this Series upon such liquidation,
dissolution or winding up unless proportionate distributive amounts shall be
paid on account of the shares of this Series, ratably in proportion to the full
distributable, amounts for which holders of all such parity shares are
respectively entitled upon such liquidation, dissolution or winding up.
Upon the liquidation, dissolution or winding up of the Corporation,
the holders of shares of this Series then outstanding shall be entitled to be
paid out of assets of the Corporation available for distribution to its
stockholders all amounts to which such holders are entitled pursuant to the
first paragraph of this Section (v) before any payment shall be made to the
holders of Common Stock or any other stock of the Corporation ranking junior
upon liquidation to this Series.
For the purposes of this Section (v), the consolidation or merger of,
or binding share exchange by, the Corporation with any other corporation shall
not be deemed to constitute a liquidation, dissolution or winding up of the
Corporation.
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(vi) The shares of this Series shall not be redeemable.
(vii) In addition to any other vote or consent of stockholders required by
law or by the Certificate of Incorporation of the Corporation, each whole share
of this Series shall, on any matter, vote as a class with any other capital
stock comprising part of the Reference Package and voting on such matter and
shall have the number of votes thereon that a holder of the Reference Package
would have.
IN WITNESS WHEREOF, National Data Corporation has caused this Amended
Certificate of Designations, Preferences, Limitations and Relative Rights of
Series A Junior Participating Preferred Stock to be executed by its duly
authorized officer this 5/th/ day of April, 2001.
NATIONAL DATA CORPORATION
By: /s/ Patricia A. Wilson
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Patricia A. Wilson
General Counsel and Secretary
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