EXHIBIT 3.i
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
CRITICAL PATH, INC.,
A CALIFORNIA CORPORATION
The undersigned, William E. McGlashan, Jr. and Michael J. Zukerman, do
hereby certify that:
1. They are the duly elected and acting Chief Executive Officer
and Chairman of the Board of Directors and Senior Vice President, General
Counsel and Secretary, respectively, of Critical Path, Inc., a California
corporation (the "Corporation").
2. Articles of Incorporation of this Corporation were originally
filed with the Secretary of State of California on February 19, 1997 under the
name Digital Post Office Corporation. An amended and restated set of the
Articles of Incorporation were filed on August 27, 1997 with the name of the
Corporation changed to Critical Paths Inc. On March 26, 1998 the Corporation
filed an Amended and Restated Articles of Incorporation and again changed the
name of the Corporation to Critical Path, Inc. and altered the capital structure
of the Corporation. On September 4, 1998, the Corporation filed an Amended and
Restated Articles of Incorporation altering the capital structure and authorized
stock. On December 17, 1998 the Corporation filed a Certificate of Amendment to
the Amended and Restated Articles of Incorporation revising the capital
structure of the Corporation. On January 5, 1999, the Corporation filed an
additional Certificate of Amendment to the Amended and Restated Articles of
Incorporation again revising its capital structure. On April 1, 1999 the
Corporation filed a fully Amended and Restated Articles of Incorporation
increasing the authorized shares of the Corporation to 155,000,000. On April 5,
2000, the Corporation authorized and issued the Special Voting Stock in
connection with the closing of the acquisition of The DocSpace Company, amending
its Articles of Incorporation to reflect such issuance. On January 5, 2001, the
Corporation filed a Certificate of Amendment to the Amended and Restated
Articles of Incorporation that increased the authorized shares outstanding to
505,000,000. On May 11, 2001, the Corporation filed a Certificate of
Determination of Rights, Preferences and Privileges of Series C Participating
Preferred Stock. Finally in November 9, 2001, the Corporation filed a
Certificate of the Powers, Designations, Preferences and Rights to the Amended
and Restated Articles of Incorporation of Series D Cumulative Redeemable
Convertible Participating Preferred Stock.
3. Pursuant to Section 907 of the California Corporations Code,
this Certificate of Amendment amends Article III of the Corporation's Articles
of Incorporation such that Article III of the Corporation's Articles of
Incorporation shall read in full as follows:
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"ARTICLE III
STOCK
This Corporation is authorized to issue two classes of stock to be
designated respectively, Common Stock ("Common Stock") and Preferred Stock
("Preferred Stock"). The total number of shares of capital stock which the
Corporation is authorized to issue is one hundred thirty million (130,000,000)
shares, of which one hundred twenty-five million (125,000,000) shares shall be
Common Stock, and five million (5,000,000) shares shall be Preferred Stock. Both
the Common Stock and the Preferred Stock shall have par value of $0.001 per
share. The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors of the Corporation (the "Board of Directors") is
expressly authorized, within the limitations and restrictions stated in this
Amended and Restated Articles of Incorporation, to provide for the issue, in one
or more series, of all or any of the remaining wholly unissued shares of the
Preferred Stock, and to fix the number of shares and to determine or alter for
each such series, such voting powers, full or limited, or no voting powers, and
such designations, preferences, and relative, participating, optional, or other
rights and such qualifications, limitations, or restrictions thereof, as shall
be stated and expressed in the resolution or resolutions adopted by the Board of
Directors providing for the issue of such shares and as may be permitted by the
General Corporation Law of California. The Board of Directors is also expressly
authorized (unless forbidden in the resolution or resolutions providing for such
issue) to increase or decrease (but not below the number of shares of such
series then outstanding) the number of shares of any series of Preferred Stock
subsequent to the issue of shares of that series. In case the number of shares
of any such series shall be so decreased, the shares constituting such decrease
shall resume the status that they had prior to the adoption of the resolution
originally fixing the number of shares of such series.
Upon the date of filing of this Certificate of Amendment with the
California Secretary of State (the "Effective Date") each one of the outstanding
shares of the Corporation's Common Stock shall be converted and reconstituted
into one-fourth (1/4) of a share of the Common Stock of the Corporation (the
"Reverse Stock Split"). The outstanding and authorized number of shares and
relative powers, rights and restrictions of the Corporation's Series D
Cumulative Redeemable Convertible Participating Preferred Stock (the "Series D
Preferred Stock") and Series C Participating Preferred Stock shall not be
effected by the Reverse Stock Split, except as to proportional adjustments to
the conversion ratio for the outstanding Series D Preferred Stock and Series C
Preferred Stock. No fractional share shall be issued in connection with the
Reverse Stock Split, instead, all shares of common stock so split that are held
by a shareholder would otherwise be entitled as a result of the Reverse Stock
Split, the Corporation shall pay such holder a cash amount, without interest,
determined by multiplying (i) the fractional share interest to which the holder
would otherwise be entitled by (ii) the average closing sale price of the shares
of common stock (on a post-split basis) for the ten trading days immediately
prior to the Effective Date or, if no such sale takes place in such days, the
average of the close bid and asked prices for such days (on a post-split basis),
in each case as officially reported by the Nasdaq National Market, or such
exchange as may be applicable. Shares of common stock that were
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outstanding prior to the Reverse Stock Split and that are not outstanding after
and as a result of the Reverse Stock Split shall resume the status of authorized
but unissued shares of common stock."
4. The foregoing amendment to the Amended and Restated Articles of
Incorporation has been duly approved by this Corporation's Board of Directors.
The forgoing amendment of the Articles of Incorporation has been duly approved
by the required vote of shareholders in accordance with Section 902 and 903 of
the California Corporations Code. As of the record date for the annual meeting
of shareholders in which the foregoing amendment to the Amended and Restated
Articles of Incorporation was approved, the total number of outstanding shares
of the Corporation was 78,758,938 shares of Common Stock, 4,000,000 shares of
Series D Preferred Stock and one share of Special Voting Stock. The number of
shares voting in favor of the amendment equaled or exceed the vote required. The
percentage vote required under the law and the Articles of Incorporation in
effect at the time of this amendment was more than 50% of the outstanding Common
Stock and the votes represented by the Special Voting Stock, voting together as
a class, and more than 50% of the outstanding Series D Preferred Stock, voting
separately as a class.
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Dated: July 29, 2003
By: /s/ William E. McGlashan, Jr.
------------------------------------------------
William E. McGlashan, Jr.
Chief Executive Officer and Chairman of the
Board of Directors
Dated: July 29, 2003
By: /s/ Michael J. Zukerman
------------------------------------------------
Michael J. Zukerman
Senior Vice President, General Counsel and
Secretary
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