EXHIBIT 3.9
CERTIFICATE OF CORRECTION
OF
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
NASTECH PHARMACEUTICAL COMPANY INC.
NASTECH PHARMACEUTICAL COMPANY INC., a Delaware corporation (the
"Corporation"), pursuant to Section 103(f) of the Delaware General Corporation
Law (the "DGCL"), hereby certifies as follows:
FIRST: The document evidencing the Certificate of Amendment of
Certificate of Incorporation of NASTECH PHARMACEUTICAL COMPANY INC. filed with
the Secretary of State of the State of Delaware on August 17, 1999 (the
"Document") is an inaccurate record of the corporate action referred to therein.
SECOND: The Document is inaccurate in that it i) inadvertently
omitted Paragraph (b) of Article Fourth providing for the Board of Directors of
the Corporation to authorize the issuance of Preferred Stock of the Corporation
without additional authority from the Corporation's stockholders; and ii) was
erroneously filed as a single Certificate of Amendment when two separate
Certificates of Amendment of Certificate of Incorporation should instead have
been filed with the Secretary of State of the State of Delaware on August 17,
1999, with the first Certificate of Amendment to have had an effective time of
6:00 p.m. (Eastern Time) and the second Certificate of Amendment to have had an
effective time of 7:00 p.m. (Eastern Time).
THIRD: Each of the two separate Certificates of Amendment of
Certificate of Incorporation, in their correct forms, are attached hereto as
Exhibit A and Exhibit B, respectively.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Correction to be signed by its duly authorized officer this 28th day of July,
2004.
NASTECH PHARMACEUTICAL COMPANY INC.
By: /s/ GREGORY L. WEAVER
---------------------------
Gregory L. Weaver
Treasurer and Chief Financial Officer
Exhibit A
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, as now in full force and
effect, is hereby amended by adding the following language to the end of Article
Fourth thereof:
"At 6:00 p.m. (Eastern Time) on the effective date of the amendment
inserting this new paragraph to the end of Article Fourth (the "Effective
Date"), each share of Common Stock held of record as of 6:00 p.m. (Eastern
Time) on the Effective Date shall be automatically reclassified and
converted, without further action on the part of the holder thereof, into
one-one hundredth (1/100) of one share of Common Stock. No fractional
shares of Common Stock shall be issued to any Fractional Holder (as
defined below) upon such reclassification and conversion. Except as set
forth in the immediately following sentence, from and after 6:00 p.m. on
the Effective Date, each Fractional Holder shall have no further interest
as a stockholder in respect of any such fractional share and, in lieu of
receiving such fractional share, shall be entitled to receive, upon
surrender of the certificate or certificates representing such fractional
share, the cash value of such fractional share based on the average daily
closing price per share of the Common Stock on the Nasdaq National Market
for the ten trading days immediately preceding the Effective Date, without
interest. Appraisal rights under Section 262 of the General Corporation
Law of the State of Delaware shall not be available for any such holder.
As used herein, the term "Fractional Holder" shall mean a holder of record
of less than 100 shares of Common Stock as of 6:00 p.m. (Eastern Time) on
the Effective Date, who would have been entitled to less than one whole
share of Common Stock in respect of such shares as a result of the
reclassification and conversion provided herein."
THIRD: This Certificate of Amendment of Certificate of Incorporation
shall be effective at 6:00 p.m. (Eastern Time) on the date of filing hereof.
FOURTH: The amendment effected herein was 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 shareholder pursuant to Sections 222 and 242 of the General
Corporation Law of the State of Delaware.
Exhibit B
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, as now in full force and
effect, is hereby amended by adding the following language to the end of Article
Fourth thereof:
"At 7:00 p.m. (Eastern Time) on the Effective Date, each share of
Common Stock and any fraction thereof (excluding any interest in the
Company held by a Fractional Holder converted into cash pursuant to the
immediately preceding paragraph) held by a holder of record of one or more
shares of Common Stock as of 7:00 p.m. (Eastern Time) on the Effective
Date shall be automatically reclassified and converted, without further
action on the part of the holder thereof, into multiple shares of Common
Stock on the basis of 100 shares of Common Stock for each share of Common
Stock then held."
THIRD: This Certificate of Amendment of Certificate of Incorporation
shall be effective at 7:00 p.m. (Eastern Time) on the date of filing hereof.
FOURTH: The amendment effected herein was 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.