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EXHIBIT 3.2
RESTATED
CERTIFICATE OF INCORPORATION
OF
GERALD STEVENS, INC.
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The present name of the corporation is Gerald Stevens, Inc. The
corporation was incorporated under the name of Spotts Florafax Corporation by
the filing of its original Certificate of Incorporation with the Secretary of
State of the State of Delaware on October 29, 1970. This Restated Certificate of
Incorporation of the corporation restates and integrates but does not further
amend the provisions of the corporation's Restated Certificate of Incorporation
as heretofore amended and supplemented, and there is no discrepancy between
those provisions and the provisions of this Restated Certificate of
Incorporation. This Restated Certificate of Incorporation was duly adopted by
the Board of Directors of the corporation in accordance with Section 245 of the
General Corporation Law of the State of Delaware and hereby restates and
integrates the provisions of the corporation's Restated Certificate of
Incorporation to read in its entirety as follows:
ARTICLE I
The name of the Corporation is GERALD STEVENS, INC.
ARTICLE II
The registered office of the Corporation in the State of Delaware is
located at 1209 Orange Street, in the City of Wilmington, County of New Castle.
The name and address of the Corporation's registered agent is The Corporation
Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
ARTICLE IV
The total number of shares which this Corporation is authorized to
issue is Two Hundred and Fifty Million (250,000,000) shares of Common Stock, par
value $.01 per share, and Six Hundred Thousand (600,000) shares of Preferred
Stock, par value $10.00 per share.
The Preferred Stock shall be issued in one or more series. The Board of
Directors is hereby expressly authorized to issue the shares of Preferred Stock
in such series and to fix from time to time before issuance the number of shares
to be included in any series and the designation, relative rights, preferences
and limitations of all shares of such series. The authority of the Board of
Directors with respect to each series shall include, without limitation thereto,
the determination of any or all of the following and the shares of each series
may vary from the shares of any other series in the following respects:
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(a) The number of shares constituting such series and the designation
thereof to distinguish the shares of such series from the shares of all other
series;
(b) The annual dividend rate on the shares of that series and whether
such dividends shall be cumulative and, if cumulative, the date from which
dividends shall accumulate;
(c) The redemption price or prices for the particular series, if
redeemable, and the terms and conditions of such redemption;
(d) The preference, if any, of shares of such series in the event of
any voluntary or involuntary liquidation, dissolution or winding-up of the
Corporation;
(e) The voting rights, if any, in addition to the voting rights
prescribed by law and the terms of exercise of such voting rights;
(f) The right, if any, of shares of such series to be converted into
shares of any other series or class and the terms and conditions of such
conversion; and
(g) Any other relative rights, preferences and limitations of that
series.
ARTICLE V
The amount of the authorized stock of the Corporation of any class or
classes may be increased or decreased by the affirmative vote of the holders of
a majority of the stock of the Corporation entitled to vote.
ARTICLE VI
No contract or transaction between the Corporation and one or more of
its directors or officers or between the Corporation and any other corporation,
partnership, association or other organization in which one or more of its
directors or officers are directors or officers or have a financial interest,
shall be void or voidable solely for this reason, or solely because the
directors or officers are present at or participate in the meeting of the board
or committee thereof which authorizes the contract or transaction, or solely
because the directors or officers or their votes are counted for such purpose.
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ARTICLE VII
In furtherance and not in limitation of the power conferred upon the
Board of Directors by law, the Board of Directors shall have power to make,
adopt, alter, amend and repeal from time to time Bylaws of the Corporation,
subject to the right of the stockholders to alter and repeal Bylaws made by the
Board of Directors.
ARTICLE VIII
To the maximum extent permitted by the Delaware General Corporation Law
as the same exists or may hereafter be amended, no director of this Corporation
shall be liable to the Corporation or its shareholders for monetary damages
arising by reason of actions or omissions constituting a breach of fiduciary
duty as a director.
ARTICLE IX
The Corporation shall not be governed by Subchapter VI, Section 203,
"Business Combinations With Interested Stockholders," of the General Corporation
Law of Delaware from and after January 7, 1995.
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IN WITNESS WHEREOF, the authorized officer has caused this Restated
Certificate of Incorporation to be executed this 6th day of May, 1999.
GERALD STEVENS, INC.
/s/ Gerald R. Geddis
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Gerald R. Geddis
President and Chief Executive Officer