EXHIBIT 4.4
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CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ARISTOTLE SUB, INC.
ARISTOTLE SUB, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:
FIRST: That at a meeting of the Board of Directors of the Corporation, a
resolution was duly adopted setting forth a proposed amendment to the Amended
and Restated Certificate of Incorporation of the Corporation, declaring the
amendment to be advisable and calling a meeting of the stockholders of the
Corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that it is declared to be advisable that the Corporation amend
its Certificate of Incorporation in accordance with Schedule A attached
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hereto and that a meeting of the Stockholders of the Corporation shall be
held to consider such amendment.
SECOND: That thereafter, this Certificate of Amendment of Amended and
Restated Certificate of Incorporation was duly adopted by the Stockholders of
the Corporation in accordance with the applicable provisions of Section 242 of
the General Corporation Law of the State of Delaware, notice of such adoption by
the required percentages of each class of capital stock having been given, in
accordance with Section 228(d), to each Stockholder who did not execute a
written consent to such adoption.
IN WITNESS WHEREOF, Aristotle Sub, Inc. has caused this Certificate to be
signed by John Crawford, its President, this 30th day of August, 1995.
ARISTOTLE SUB, INC.
/s/John Crawford
By --------------------------------------------
John Crawford
Its President
SCHEDULE A
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1. The words and numbers "one hundred twenty two thousand six hundred
ninety (122,690)" in the first sentence of the second paragraph of Article 4
shall be deleted and "one hundred twenty two thousand six hundred ninety one
(122,691)" shall be inserted in its place and stead.
2. The definition of the "Dividend Termination Date" set forth in Section
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2 shall be deleted in its entirety and the following shall be inserted in its
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place and stead:
As used in this Certificate of Incorporation, the "Dividend Termination Date"
for any share of (a) Series A Preferred Stock, means April 12, 1997; and (b) for
any other share of Preferred Stock, means the later of (i) the Put Right
Commencement Date (as hereinafter defined) or (ii) the first date upon which The
Aristotle Corporation ("Aristotle") has sufficient audited financial statements
in order to satisfy the requirements for filing a registration statement under
the federal securities laws pursuant to which shares of Common Stock of
Aristotle can be registered for sale.
3. The first paragraph of Section 4 shall be deleted in its entirety and
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the following shall be inserted in its place and stead:
On the earlier of an "Acceleration Event" (as hereinafter defined) or at any
time after (a) April 12, 1996 with respect to the 70,000 shares of Series A
Preferred Stock, (b) April 12, 1997 with respect to 52,691 shares of Series A
Preferred Stock, and the Series B Preferred Stock and (c) April 12, 1998 with
respect to the Series C Preferred Stock (each such date being a "Put Right
Commencement Date"), and before the date three (3) years after the applicable
Put Right Commencement Date (the "Put Right Termination Date"), each holder of
Series A, B or C Preferred Stock shall have the right to sell and the
Corporation shall have the obligation to purchase, any or all of such Series A,
B or C Preferred Stock for $10 per share plus any accrued and unpaid dividends
thereon (each such right being a "Put Right"); provided, however, that in order
for the holder to exercise such Put Right, the holder shall sell a number of
each of the Series A, B and C Preferred Stock of The Aristotle Corporation,
issued to the holder on April 11, 1994, which is equal to the number of Series
A, B and C Preferred Stock with respect to which the holder is exercising the
Put Right, to The Aristotle Corporation for a purchase price of $.001 per share.
The Put Right may be exercised after the Put Right Commencement Date until the
Put Right Termination Date.
Notwithstanding anything herein to the contrary, no holder of Series A
Preferred Stock shall, prior to April 12, 1997, exercise the Put Right (whether
at one time or from time to time) as to such number of shares of Series A
Preferred Stock, which exceeds the product of 70,000, times a fraction, the
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numerator of which is the number of shares of Series A Preferred Stock held of
record by such holder as of July 1, 1995 and the denominator of which is
122,691.