EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
NASTECH PHARMACEUTICAL COMPANY INC.
The undersigned corporation, in order to amend its Certificate of
Incorporation, hereby certifies as follows:
FIRST: The name of the Corporation is NASTECH PHARMACEUTICAL COMPANY INC.
SECOND: The Certificate of Incorporation was filed by the Secretary of
State on September 23, 1983.
THIRD: The Certificate of Incorporation, as now in full force and effect,
is hereby amended to accomplish the follows:
(a) ARTICLE FOURTH is hereby amended to reverse split all shares
heretofore issued, par value $.00001 per share, on a one for two hundred basis,
into such reconstituted shares with a part value of $.002 per share;
(b) ARTICLE FOURTH is hereby amended to change the aggregate number of
shares of Common Stock which the Corporation shall have the authority to issue
from Five Hundred Million (500,000,000) shares, par value $.00001 per share, to
Five Million (5,000,000) shares, par value $.002 per share; and
(c) ARTICLE FOURTH is hereby amended to authorize the issuance of One
Hundred Thousand (100,000) shares of Preferred Stock, par value $.01 per share;
In order to effect the foregoing amendments, ARTICLE FOURTH of the
Certificate of Incorporation is hereby amended to read as follows:
"FOURTH: (a) The Corporation shall be authorized to issue the following
shares:
Class Number of Shares Par Value
- ----- ---------------- ---------
Common 5,000,000 $.002
Preferred 100,000 $ .01
(b) The designations and the powers, preferences and rights, and the
qualifications or restrictions thereof are as follows:
The Preferred shares shall be issued from time to time in one or more
series, with such distinctive serial designations as shall be stated and
expressed in the resolution or resolutions providing for the issue of such
shares from time to time adopted by the Board of Directors; and in such
resolution or resolutions providing for the issue of shares of each particular
series; the Board of Directors is expressly authorized to fix the annual rate or
rates of dividends for the particular series; the dividend payment dates for the
particular series and the date from which dividends on all shares of such series
issued prior to the record date for the first dividend payment date shall be
cumulative; the redemption price or prices for the particular series; the voting
powers for the particular series; the rights, if any, of holders of the shares
of the particular series to convert the same into shares of any other series or
class or other securities of the Corporation, with any provisions for the
subsequent adjustment of such conversion rights; and to classify or reclassify
any unissued preferred shares by fixing or altering from time to time any of the
foregoing rights, privileges and qualifications.
All the Preferred shares of any one series shall be identical with each
other in all respects, except that shares of any one series issued at different
times may differ as to the dates from which dividends thereon shall be
cumulative; and all Preferred shares shall be of equal rank, regardless of
series, and shall be identical in all respects except as to the particulars
fixed by the Board as hereinabove provided or as fixed herein."
FOURTH: A new Article Eighth shall be added to the Certificate of
Incorporation in order to limit the liability of the Corporation's directors to
the full extent permitted by the Delaware General Corporation Law.
In order to effect the foregoing provision, ARTICLE EIGHTH of the
Certificate of Incorporation is hereby added to read as follows:
"EIGHTH: Pursuant to Title 8, Delaware Code, Section 102 (b)(7), no
director shall be personally liable to the corporation or its stockholders for
monetary damages for breach of any fiduciary duty as a director, provided that
this paragraph shall not eliminate or limit the liability of a director: (i) for
any breach of the director's duty of loyalty to the Corporation or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under Section 174 of
Title 8 of the Delaware Code; or (iv) for any transaction from which the
director derived an improper personal benefit. This provision shall not
eliminate or limit the liability of a director for any act or omission occurring
prior to the date when the provision become effective."
FIFTH: The amendments effected herein were adopted by the Corporation's
Board of Directors and authorized by a majority of the holders of the
outstanding shares entitled to vote thereon at an annual meeting of shareholders
pursuant to Sections 222 and 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, we hereunto sign our names and affirm that the
statements made herein are true under the penalties of perjury, this 30th day of
November, 1989.
NASTECH PHARMACEUTICAL COMPANY INC.
/s/ JEFFREY WENIG
------------------------------------
Jeffrey Wenig, Chairman and Chief
Executive Officer
ATTEST:
/s/ JOEL GIRSKY
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Joel Girsky, Secretary