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EXHIBIT 3.5
AMENDMENT TO
CERTIFICATE OF DESIGNATIONS, POWERS, PREFERENCES AND
RIGHTS OF SERIES F CONVERTIBLE PREFERRED STOCK
OF
INTELLIGENT INFORMATION INCORPORATED
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PURSUANT TO SECTION 151 OF THE
DELAWARE GENERAL CORPORATION LAW
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INTELLIGENT INFORMATION INCORPORATED (the "CORPORATION"), a
corporation organized and existing under and by virtue of the Delaware General
Corporation Law, hereby certifies as follows:
1. The first two paragraphs and Section 1 of the
Certificate of Designations, Powers, Preferences and Rights of Series F
Convertible Preferred Stock of the Company (the "SERIES F CERTIFICATE"), are
hereby amended in their entirety to increase the number of shares of Series F
Convertible Preferred Stock from 7,575 shares to 8,248.33 shares, and now read,
in their entirety, as follows:
"Intelligent Information Incorporated, a Delaware
corporation (the "CORPORATION"), does hereby certify that, pursuant
to the authority conferred upon the Board of Directors by Article
Fourth of its Restated Certificate of Incorporation, as amended,
which Restated Certificate of Incorporation, as amended, authorizes
50,000 shares of Preferred Stock of the Corporation, par value $0.01
per share, and pursuant to the provisions of Section 151 of the
General Corporation Law of the State of Delaware (the "DGCL"), as
amended, the Board of Directors of the Corporation, by unanimous
consent in writing, has duly adopted a resolution providing for the
creation of a series of Preferred Stock, par value $0.01 per share,
designated as Series F Convertible Preferred Stock, authorizing the
issuance of 8,248.33 shares of Series F Convertible Preferred Stock
and setting forth the powers, designations, preferences and
relative, participating, optional and other special rights, and the
qualifications, limitations and restrictions thereof, which
resolution is as follows:
RESOLVED, that pursuant to the authority vested in the
Board of Directors of the Corporation pursuant to the provisions of
the DGCL and the Corporation's Restated Certificate of
Incorporation, the Corporation is authorized to issue 8,248.33
shares of Series F Convertible Preferred Stock of the Corporation,
as a class of Preferred Stock of the Corporation to be designated as
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"SERIES F CONVERTIBLE PREFERRED STOCK," par value $0.01 per share,
which shall have such powers, designations, preferences and
relative, participating, optional and other special rights, and the
qualifications, limitations and restrictions, in addition to those
set forth in the Restated Certificate of Incorporation, as amended,
as are set forth below:
1. Designation; Number of Shares. The
designation of this Series of Preferred Stock shall be "Series F
Convertible Preferred Stock," par value $0.01 per share (the "SERIES
F PREFERRED STOCK"). The maximum number of shares of Series F
Preferred Stock that may be issued shall be 8,248.33 shares. The
Series F Preferred Stock shall have an initial stated value of
$3,960.40 per share (the "SERIES F STATED VALUE"). In the event of
any stock split, stock dividend, combination or other
recapitalization transaction by which the Corporation increases or
decreases its outstanding Series F Preferred Stock, the Series F
Stated Value per share of Series F Preferred Stock shall be adjusted
to reflect such recapitalization."
2. Section 4 of the Series F Certificate,
entitled "Conversion Rights of Series F Preferred Stock," is hereby amended to
replace certain uses of the words "Common Stock" with the words "capital stock"
in the first paragraph of subsection 4(c)(iv), and such subsection now reads, in
its entirety, as follows:
"(iv) If the Corporation shall after the date hereof
issue or sell any capital stock (other than Common Stock into which
the Series B Preferred Stock, the Series C Preferred Stock, the
Series D Preferred Stock, the Series E Preferred Stock or the Series
F Preferred Stock is convertible or Common Stock issuable upon
exercise of warrants outstanding on the date hereof or options to
purchase up to 2,264,000 shares of Common Stock granted or to be
granted to employees or consultants of the Corporation pursuant to
any stock option plan adopted by the Corporation and its
stockholders), without consideration or for a consideration per
share (1) less than the Series F Conversion Price in effect
immediately prior to the issuance of such capital stock or (2), in
the case of options granted after the date hereof, less than 75% of
the Series F Conversion Price in effect immediately prior to the
issuance of such options, the Series F Conversion Price in effect
immediately prior to such issuance shall forthwith (except as
provided below in Section 4(c)(v)) be reduced to the price at which
such capital stock was issued or sold by the Corporation."
3. The foregoing amendments were approved by the Board of
Directors pursuant to Section 151 of the Delaware General Corporation Law.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed this 22nd day of December, 1999.
INTELLIGENT INFORMATION INCORPORATED
By: /s/ Stephen G. Maloney
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Stephen G. Maloney,
President and Chief Executive Officer
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