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EXHIBIT 3.1
FEDERAL IDENTIFICATION
NO. 04-2784094
/s/ Jim ----------
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Examiner
reserved
/s/ PD
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Name Approved
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
We, Peter J. Boni, *President/*******
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and John D. Patterson, Jr., *Clerk/*******
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of Bachman Information Systems, Inc.
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(Exact name of corporation)
located at: 8 New England Executive Park, Burlington, MA 01803
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(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles numbered:
1 and 3
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(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting held on
July 18, 1996, by vote of:
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9,605,763 shares of Common Stock of 12,742,120 shares outstanding,
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(type, class & series, if any)
with respect to the amendment of Article 1;
8,468,638 shares of Common Stock of 12,742,120 shares outstanding
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(type, class & series, if any)
with respect to the amendment of Article 3;
shares of of shares outstanding.
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(type, class & series, if any)
(1)**Being at least a majority of each type, class or series outstanding and
entitled to vote thereon/or ************************************************
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See Continuation Sheet A
*Delete the inapplicable words. **Delete the inapplicable clause.
(1) For amendments adopted pursuant to Chapter 156B, Section 70.
(2) For amendments adopted pursuant to Chapter 156B, Section 71.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on one side only of separate 8 1/2 x
11 sheets of paper with a left margin of at least 1 inch. Additions to more
than one article may be made on a single sheet so long as each article
requiring each addition is clearly indicated.
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P.C.
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To change the number of shares and the par value (if any) of any type, class or
series of stock with the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
Common: Common: 26,200,000 $0.1
Preferred: Preferred: 1,600,000 $1.00
(Series A - 5,000)
Change the total authorized to:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
Common: Common: 52,400,000 $0.1
Preferred: Preferred: 1,600,000 $1.00
(Series A - 5,000)
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CONTINUATION SHEET A
Article 1 is amended as follows:
VOTED: To change the Company's name to Cayenne Software, Inc.
Article 3 is amended as follows:
VOTED: To increase the number of shares of Common Stock, par value
$.01 per share, that Bachman shall have the authority to issue
by 26.2 million shares.
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The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
Later effective date:_________________________________________
SIGNED UNDER THE PENALTIES OF PERJURY, this 18th day of July, 1996.
/s/ Peter J. Boni, *President/*****.
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/s/ John D. Paterson, *Clerk/*****.
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*Delete the inapplicable words.
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THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
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I hereby approve the within Articles of Amendment, and the filing fee in the
amount of $26,300 having been paid, said article is deemed to have been filed
with me this 18th day of July, 1996.
Effective date:___________________________________
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
John D. Patterson, Jr., Esquire
Foley, Hoag & Eliot LLP
One Post Office Square
Boston, Massachusetts 02109