Exhibit 3.2
CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
EARTHWEB INC.
EarthWeb 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 the name of the Corporation is EarthWeb Inc.
SECOND: That the Restated Certificate of Incorporation of the
Corporation was filed with the Delaware Secretary of State on November 9, 1998.
THIRD: That Article VI of the Amended and Restated
Certificate of Incorporation is hereby deleted in its entirety and the
following is added in its place:
"ARTICLE VI
CAPITAL STOCK
6.1 Authorized Shares.
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(a) The total number of shares of capital
stock that the company is authorized to issue is
77,000,000 shares, consisting of 75,000,000 shares of
common stock, $0.01 par value per share (the "Common
------
Stock"), and 2,000,000 shares of preferred stock,
-----
$0.01 par value per share (the "Preferred Stock").
---------------
The 2,000,000 shares of Preferred Stock are
undesignated.
(b) Any of the 2,000,000 undesignated shares
of Preferred Stock ("Undesignated Preferred Stock")
----------------------------
may be issued from time to time in one or more
series. Subject to the limitations and restrictions
set forth in this paragraph, the Board of Directors
or a Committee of the Board of Directors, to the
extent permitted by law and the Bylaws of the
Corporation or a resolution of the Board of
Directors, by resolution or resolutions, is
authorized to create or provide for any such series,
and to fix the designations, preferences and
relative, participating, optional or other special
rights, and qualifications, limitations or
restrictions thereof, including, without limitation,
the authority to fix or alter the dividend rights,
dividend rates, conversion rights, exchange rights,
voting rights, rights and terms of redemption
(including sinking and purchase fund provisions), the
redemption price or prices, the dissolution
preferences and the rights in respect to any
distribution of assets of any wholly unissued series
of Undesignated Preferred Stock and the number of
shares constituting any such series, and the
designation thereof, or any of them and to increase
or decrease the number of shares of any series so
created, subsequent to the issue of that series but
not below the number of shares of such series then
outstanding. In case the number of shares of any
series shall be so decreased, the shares constituting
such decrease shall resume the status which they had
prior to the adoption of the resolution originally
fixing the number of shares of such series."
FOURTH: That Article VIII of said Amended and Restated
Certificate of Incorporation is hereby deleted in its entirety and the
following is added in its place:
"ARTICLE VIII
AMENDMENTS
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The Corporation reserves the right to amend this
Certificate of Incorporation in any manner permitted
by the Delaware Law and all rights and powers
conferred upon stockholders, directors and officers
herein are subject to this reservation.
Notwithstanding the foregoing, the provisions set
forth in ARTICLE 6.1(a) and (b), this ARTICLE EIGHTH
and ARTICLE NINTH may not be repealed or amended in
any respect, and no other provision may be adopted,
amended or repealed which would have the effect of
modifying or permitting the circumvention of the
provisions set forth in ARTICLE 6.1(a) and (b), this
ARTICLE EIGHTH and ARTICLE NINTH, unless such action
is approved by the affirmative vote of the holders of
not less than 66.66% of the total voting power of all
outstanding securities of the Corporation then
entitled to vote generally in the election of
directors, voting together as a single class."
FIFTH: That the amendment to the Restated Certificate of
Incorporation set forth herein was authorized by the requisite majority
of the Board of Directors followed by the holders of 66.66% of all
outstanding shares entitled to vote thereon pursuant to Section 228 of
the General Corporation Law of the State of Delaware and Article VIII
of the Restated Certificate of Incorporation.
SIXTH: That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of Section 228 and Section
242 of the General Corporation Law of the State of Delaware and Article
VIII of the Restated Certificate of Incorporation.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Jack D. Hidary, its President and Chief Executive Officer, and
attested by Brian Campbell, its Secretary, this day of , 2000.
By: __________________________________
Name: Jack D. Hidary
Title: President and Chief Executive Officer
ATTEST:
By: _____________________________________
Name: Brian Campbell
Title: Secretary