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EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
SYNON CORPORATION
Richard H. Goldberg and Paul K. Wilde each hereby certifies that:
(1) They are the President and Secretary, respectively, of Synon
Corporation, a Delaware corporation (the "Corporation").
(2) The first three paragraphs of Article FOURTH of the Certificate of
Incorporation of this Corporation are hereby amended to read in their entirety
as follows:
"The Corporation is authorized to issue two classes of capital
stock to be designated respectively "Common Stock" and "Preferred
Stock." The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is 62,972,686 shares.
The total number of shares of Common Stock that the Corporation shall
have authority to issue is 50,000,000 shares, $0.001 par value per
share. The total number of shares of Preferred Stock that the
Corporation shall have authority to issue is 12,972,686 shares,
$0.001 par value per share, of which: (i) 2,687,750 shall be designated
Series A Preferred Stock ("Series A Preferred"), (ii) 3,618,269 shall
be designated Series D Preferred Stock ("Series D Preferred"), (iii)
l,666,667 shall be designated Series E Preferred Stock ("Series E
Preferred"), and (iv) 5,000,000 of which shall be undesignated as to
series. Upon the filing of this Certificate of Amendment, each two (2)
issued and outstanding shares of Common Stock of this corporation shall
be exchanged for and converted into one (1) share of Common Stock,
including proportionate adjustments to the conversion prices of the
outstanding Preferred Stock.
The Preferred Stock may be issued from time to time in one or
more series. The Board of Directors is hereby authorized, subject to
limitations prescribed by law, to fix by resolution or resolutions the
designations, powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, of any wholly unissued series of
Preferred Stock, including without limitation authority to fix by
resolution or resolutions the dividend rights, dividend rate,
conversion rights, voting rights, rights and terms of redemption
(including sinking fund provisions), redemption price or prices, and
liquidation preferences of any such series, and the number of shares
constituting any such series and the designation
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thereof, or any of the foregoing. Prior to the Company's Initial Public
Offering (as defined below), no such series or alteration may be
authorized which (i) impairs any right, privilege, preference or term
accorded any existing series of Preferred Stock, (ii) grants any
liquidation preference on parity with or superior to the Series E
Preferred Stock, (iii) initially authorizes any series with voting
rights or dividend preferences greater than that accorded one share of
Common Stock or otherwise provides for disproportionate voting
privileges, (iv) authorizes the redemption of such series or is entered
into with any contract requiring the repurchase of such series (or part
thereof) or (v) is initially convertible into more than one share of
Common Stock or otherwise provides for disproportionate conversion
privileges.
The Board of Directors is further authorized to increase (but
not above the total number of authorized shares of the class) or
decrease (but not below the number of shares of any such series then
outstanding) the number of shares of any series, the number of which
was fixed by it, subsequent to the issuance of shares of such series
then outstanding, subject to the powers, preferences and rights, and
the qualifications, limitations and restrictions thereof stated in the
Certificate of Incorporation or the resolution of the Board of
Directors originally fixing the number of shares of such series. If the
number of shares of any series is so decreased, then the shares
constituting such decrease shall resume the status which they had prior
to the adoption of the resolution originally fixing the number of
shares of such series."
(2) Section 3(b) of Article FOURTH of the Certificate of Incorporation
of this Corporation is hereby amended to read in its entirety as follows:
"(b) After payment of the full amount of the Liquidation
Preference for the Series E Preferred has been made to the holders of
such shares, the holders of shares of Series D Preferred shall be
entitled to receive out of the assets of the Corporation available for
distribution to its stockholders, whether from capital, surplus or
earnings, before any distribution is made to holders of Common Stock or
any other series of Preferred Stock or other class or series of capital
stock, an amount per share of Series D Preferred equal to $3.35 for
each outstanding share of Series D Preferred (the "Original Series D
Issue Price") plus an amount equal to all declared and unpaid dividends
(such sum being referred to as the "Liquidation Preference" for the
Series D Preferred). In the event the assets of the Corporation are
insufficient to pay such Liquidation Preference in full, the assets
shall be distributed pro rata among the holders of the Series D
Preferred based on the number of shares of stock owned by each holder."
(3) Section 6 of Article FOURTH of the Certificate of Incorporation of
this Corporation is hereby amended to read in its entirety as follows:
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"Section 6. Status of Shares. Upon any conversion or any
redemption, repurchase or other acquisition by the Corporation of
shares of Series A Preferred, Series D Preferred or Series E Preferred,
the shares of Series A Preferred, Series D Preferred or Series E
Preferred so converted, redeemed, repurchased or acquired shall be
retired and canceled and shall not be available for reissuance, and the
Certificate of Incorporation of the Corporation shall be appropriately
amended to effect the corresponding reduction in the Corporation's
authorized capital stock."
(4) Section 3 of Article THIRTEENTH of the Certificate of Incorporation
of this Corporation is hereby amended to read in its entirety as follows:
"Section 3. Scope of Article. The provisions of this Article
THIRTEENTH shall be effective to the maximum extent permitted by law,
but shall terminate and no longer be effective upon the closing of the
Corporation's Initial Public Offering (as defined in Article FOURTH)."
(5) Article FOURTEENTH of the Certificate of Incorporation of this
Corporation is hereby amended by adding the following new Section 5:
"Section 5: Scope of Article. The provisions of this Article
FOURTEENTH shall terminate and no longer be effective upon the closing
of the Corporation's Initial Public Offering (as defined in Article
FOURTH)."
(6) The Certificate of Incorporation of this Corporation is hereby
amended by adding the following new Article FIFTEENTH:
"FIFTEENTH. Following the closing of the Corporation's Initial
Public Offering (as defined in Article FOURTH), in the election of
directors of the Corporation, each holder of stock of any class or
series shall be entitled to one vote for each share held. No
stockholder will be permitted to cumulate votes at any election of
directors."
(7) This Certificate of Amendment of Certificate of Incorporation has
been duly adopted by the Board of Directors of this Corporation in accordance
with Section 242 of the General Corporation Law of the State of Delaware.
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(8) This Certificate of Amendment of Certificate of Incorporation has
been duly approved, in accordance with Section 242 of the General Corporation
Law of the State of Delaware, by the written consent of the holders of a
majority of the outstanding stock entitled to vote thereon, and a majority of
the outstanding stock of each class entitled to vote thereon as a class, and
written notice of such action has been given to the holders of such shares who
did not so consent, in each case in accordance with Section 228 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Synon Corporation, has caused this Certificate to
be signed by Richard H. Goldberg, its President and Chief Executive Officer, and
attested by Paul K. Wilde, its Secretary, this ____ day of __________, 1997.
SYNON CORPORATION
By:
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Richard H. Goldberg
President and Chief Executive Officer
Attest:
By:
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Paul Wilde
Secretary
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