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EXHIBIT 3(c)
CERTIFICATE OF AMENDMENT
CERTIFICATE OF INCORPORATION
OF
HARTE-HANKS COMMUNICATIONS, INC.
Harte-Hanks Communications, Inc. a corporation organized and existing under the
Delaware General Corporation Law (the "Corporation")
DOES HEREBY CERTIFY:
FIRST: that at a meeting of the Board of Directors of the
Corporation, resolutions were duly adopted setting forth a proposed amendment
of the Amended and Restated Certificate of Incorporation of the Corporation,
declaring such amendment to be advisable, and directing that the amendment be
submitted to the stockholders of the Corporation for their consideration. The
resolutions setting forth the proposed amendment are as follows:
RESOLVED, that it is in the best interests of the Corporation
that the Amended and Restated Certificate of Incorporation of the
Corporation be amended to increase the number of authorized shares of
Common Stock that may be issued by the Corporation from 50,000,000 to
125,000,000.
RESOLVED FURTHER, that the Board of Directors is hereby
authorized to submit to the stockholders of the Corporation the
proposal to amend the Amended and Restated Certificate of
Incorporation of the Corporation to provide for the increase in the
number of authorized shares of Common Stock.
SECOND: that Article FOURTH of the Amended and Restated Certificate of
Incorporation of the Corporation shall be amended to read as follows:
FOURTH. The aggregate number of shares of capital stock that
the Corporation shall have the authority to issue is one hundred and twenty-six
million (126,000,000), of which one hundred twenty-five million (125,000,000)
shares shall be Common Stock of the Corporation, par value $1.00 per share, and
one million (1,000,000) shares shall be Preferred Stock, par value $1.00 per
share. Shares of Preferred Stock may be issued from time to time in one or
more series, each such series to have such distinctive designation or title as
may be fixed by the Board of Directors prior to the issuance of any shares
thereof. Each share of any series of Preferred Stock shall be identical with
all other shares of such series, except as to the date from which accumulated
preferred dividends, if any, shall be cumulative. Each such series shall have
such voting powers, if any, and such preferences and relative, participating,
optional or other special rights, with such qualifications, limitations or
restrictions of such
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preferences and/or rights, and the benefit of such affirmative or negative
covenants as shall be stated in the resolution or resolutions adopted by the
Board of Directors providing for the issue of such series of Preferred Stock,
including, but without limiting the generality of the foregoing, the following:
(a) The rates and times at which, and the terms and conditions on
which, dividends on Preferred Stock or series thereof shall be paid;
(b) The right, if any, of the holders of Preferred Stock or series
thereof to convert the same into, or exchange the same for, shares of other
classes or series of stock of the Corporation and the terms and conditions of
such conversion or exchange;
(c) The redemption price or prices, if any, and the time or times
at which, and the terms and condition of which, Preferred Stock or series
thereof may be redeemed;
(d) The rights of the holders of Preferred Stock or series
thereof, if any, upon the voluntary or involuntary liquidation, merger,
consolidation, distribution or winding up of the Corporation;
(e) The terms of the sinking fund or redemption or purchase
account, if any, to be provided for the Preferred Stock or series thereof; and
(f) Such other relative, participating, optional or other special
rights and qualifications, limitations or restrictions thereof, all as may be
stated in a resolution or resolutions providing for the issue of such Preferred
Stock.
After the requirements with respect to preferential dividends on the
Preferred Stock (fixed in accordance with the provisions of this Article
FOURTH) shall have been met and after the Corporation shall have complied with
all the requirements, if any, with respect to the setting aside of sums as
sinking funds or redemption or purchase accounts (fixed in accordance with the
provisions of this Article FOURTH), then, and not otherwise, the holders of
Common Stock shall be entitled to receive such dividends as may be declared
from time to time by the Board of Directors.
After distribution in full of the preferential amount (fixed in
accordance with the provisions of this Article FOURTH) to be distributed to the
holders of Preferred Stock in the event of the voluntary or involuntary
liquidation, distribution or sale of assets, dissolution or winding-up, of the
Corporation, the holders of the Common Stock shall be entitled to receive
ratably all of the remaining assets of the Corporation available for
distribution to stockholders.
Except as may otherwise be required by law or provided herein, each
holder of Common Stock shall have one vote in respect of each share of stock
held by such holder on all matters voted upon by stockholders.
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No holder of stock of any class of the Corporation shall be entitled
as of right to subscribe or purchase any shares of stock of any class whether
now or hereafter authorized, or any bonds, debentures, or other evidences of
indebtedness whether or not convertible into or exchangeable for stock.
THIRD: the stockholders of the Corporation holding the necessary
number of shares as required by statute have duly adopted and approved the
above stated amendment pursuant to Section 242 of the Delaware General
Corporation Law.
IN WITNESS WHEREOF, Harte-Hanks Communications, Inc. has caused this
Certificate of Amendment to be executed by the undersigned this 30th day of
April 1996.
HARTE-HANKS COMMUNICATIONS, INC.
By: /s/ Donald R. Crews
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Donald R. Crews
Senior Vice President, Legal
and Secretary
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