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EXHIBIT 3.3
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STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "STAFFMARK, INC.", FILED IN THIS OFFICE ON THE TWELFTH DAY OF MAY, A.D.
1998, AT 12 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL] /s/ EDWARD J. FREEL
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Edward J. Freel, Secretary of State
AUTHENTICATION:
2601903 8100 9077792
DATE:
981181764 05-13-98
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CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
STAFFMARK, INC.
Pursuant to Section 242 of the
Delaware General Corporation Law
StaffMark, Inc., a Delaware corporation (the "Corporation"),
hereby certifies as follows:
1. The Certificate of Incorporation of the Corporation (the
"Certificate") was filed in the Office of the Secretary of State of the State of
Delaware (the "Secretary") on [March 12, 1996].
2. The Certificate was previously amended by a Certificate of
Amendment filing with the Secretary on [June 14, 1996].
3. The first paragraph of Article Four of the Certificate is
hereby amended and restated in its entirety as follows:
The total number of shares of all classes of stock which the
Corporation shall have authority to issue is two hundred and
ten million (210,000,000), divided into two classes of which
ten million (10,000,0000) shares, par value $.01 per share,
shall be designated Preferred Stock (the "Preferred Stock"),
and two hundred million (200,000,000) shares, par value $.01
per share, shall be designated Common Stock (the "Common
Stock").
4. This Certificate of Amendment to the Certificate was duly
adopted by the unanimous vote of the Board of Directors and the
Board of Directors duly called an annual meeting of
stockholders to, among other things, vote on such Certificate
of Amendment, and resolutions to such effect were duly
recorded. Upon notice, and in accordance with Section 222 of
the Delaware General Corporation Law, the Corporation convened
an annual stockholder's meeting on May 8, 1998, at which, among
other things, this Certificate of Amendment to the Certificate
was adopted by the holders of at least a majority of the
outstanding Common Stock of the Corporation entitled to vote
thereon. As a result of the foregoing, this Certificate of
Amendment to the Certificate was duly adopted in accordance
with Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to its Certificate of Incorporation to be executed as of the 8th day
of May, 1998.
STAFFMARK, INC.
By: /s/ GORDON Y. ALLISON
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Gordon Y. Allison
Executive Vice President - General Counsel