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EXHIBIT 3.1
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 10/23/1995
950244283 - 2168131
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
MEDICIS PHARMACEUTICAL CORPORATION
(PURSUANT TO SECTION 242 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)
Medicis Pharmaceutical Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), does hereby certify:
FIRST: That the Certificate of Incorporation of the Corporation is
hereby amended as follows:
a. By deleting existing Article IV, Section 1 thereof and
substituting in lieu of said Article IV, Section 1, the following:
Article IV
Section 1. Authorized Shares
The total number of shares of all classes which the Corporation
is authorized to issue is 15,125,322 consisting of 10,000,000 shares
of Class A Common Stock, par value $.014 per share ("Class A Common
Stock"), 125,322 shares of Class B Common Stock, par value $.014 per
share ("Class B Common Stock"), and 5,000,000 shares of Preferred
Stock, par value $.01 per share ("Preferred Stock"). In connection
with the amendment of the Certificate of Incorporation establishing
this Section 1, no fractional shares of Class A Common Stock or Class
B Common Stock shall be authorized or outstanding and the Board of
Directors is hereby expressly authorized to make adjustments to
outstanding shares in such manner as the Board of Directors shall
determine to be in the interests of the Corporation so that no
fractional shares result from such amendment.
b. By deleting existing Article IX thereof and substituting in
lieu of said Article IX the following:
Article IX
The business and affairs of the Corporation shall be managed by
the Board of Directors, and the directors need not be elected by
ballot unless required by the Bylaws of the Corporation. The
directors of the Corporation shall be divided into three classes, the
number of directors fixed by the By-laws of the corporation being
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divided equally so far as possible among the three classes; provided,
however, in no event shall the number of directors be less than three.
The term of office of one class of the directors elected at the 1995
annual meeting of stockholders shall expire at the next succeeding
annual meeting of stockholders, the term of office of one class of the
directors elected at the 1995 annual meeting of stockholders shall
expire at the second succeeding annual meeting of stockholders and the
term of office of one class of the directors elected at the 1995
annual meeting of stockholders shall expire at the third succeeding
annual meeting of stockholders, and at each annual meeting of
stockholders after the 1995 annual meeting of stockholders, the
directors to be elected at such annual meeting shall be elected for a
full term of three years to succeed those whose terms then expire. In
case of any change in the number of directors, the increase or
decrease shall be apportioned among the several classes as nearly
equally as is possible and any additional director resulting from an
increase shall be elected, and any director elected to fill a vacancy
in the Board in each case resulting from the death, disability,
resignation or removal of a director shall be elected for a term of
office which shall be the same as the term office of the other
directors of the class of directors of which such director is a
member. In no case shall a decrease in the number of directors
shorten the term of office of any incumbent director. Except as
otherwise required by law, any vacancy on the Board of Directors that
results from an increase in the number of director shall be filled
only by a majority of the Board of Directors then in office, provided
that a quorum is present, and any other vacancy occurring in the Board
of Directors shall be filled by a majority of the directors then in
office, even if less than a quorum, or by a sole remaining director.
Any director elected to fill a vacancy not resulting from an increase
in the number of directors shall have the same remaining term as that
of his or her predecessor.
Notwithstanding the foregoing, whenever the holders of any one
or more classes or series of stock issued by the Corporation shall
have the right, voting separately by class or series, to elect
directors at an annual or special meeting of stockholders, the
election, term of office, filling of vacancies and other features of
such directorships shall be governed by the terms of this Certificate
of Incorporation applicable thereto, such directors so elected shall
not be divided into classes pursuant to this Article IX and the number
of such directors shall not be counted in determining the maximum
number of directors permitted under the foregoing provision of this
Article IX, in each case unless expressly provided by such terms
Any director elected by the stockholders or by the Board of
Directors to fill a vacancy may be removed only for cause by the
affirmative vote of the holders of a majority of all the shares of
stock of the Corporation outstanding and entitled to vote for the
election of directors, given at a duly called annual or special
meeting of stockholders.
SECOND: That said amendments have been duly adopted by the
stockholders of the Corporation at a meeting duly held in accordance with the
applicable provisions of Sections 222 and 242 of the General Corporation Law of
the State of Delaware.
THIRD: That said amendments have been duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, Medicis Pharmaceutical Corporation has caused this
Certificate of Amendment to be signed by Jonah Shacknai, its Chairman of the
Board and Chief Executive Officer, on this 23rd day of October, 1995.
MEDICIS PHARMACEUTICAL CORPORATION
By: /s/ Jonah Shacknai
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Jonah Shacknai
Chairman of the Board and
Chief Executive Officer