Exhibit 3.1(b)
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 10/24/1990
902975123 - 2232700
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF THE MENTUS CORPORATION
THE MENTUS CORPORATION, a Corporation organized and existing
under the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That the Board of Directors of THE MENTUS CORPORATION,
by written consent executed in lieu of a meeting of all the directors, adopted
resolutions setting forth proposed amendments to the Certificate of
Incorporation of the Corporation, and referred the proposed amendments to the
stockholders of the corporation for their consideration and approval. The
resolutions setting forth the proposed amendments are as follows:
RESOLVED, that the Corporation shall amend Article 1
of its certificate of Incorporation in its entirety to read as follower
"1. Name. The name of the Corporation
is the Mentus Group, Inc."; and
FURTHER RESOLVED, that the corporation shall amend
Article 4 of its Certificate of Incorporation in its entirety to road
as follows:
"4. Authorized Capital.
Common Stock. The Corporation shall
be authorized to issue One Million
(1,000,000) shares of common stock,
$.01 par value par share.
Preferred Stock. The Corporation's
Board of Directors shall be
authorized to provide for the
Issuance of up to Twenty Thousand (20,000) shares of
preferred stock by filing a certificate pursuant, to
the applicable law of the State of Delaware to fix
the designations, rights, powers and preferences of
such shares, and any qualifications, limitations or
restrictions thereof or pertaining thereto. The
authority of the Board shall include, but not be
limited to, the authority to determine the following
with respect to such preferred stock: (i) whether the
shares thereof shall have a par value, and if sol the
amount of such par value per share; (ii) the rote of
dividends, if any, whether such dividends shall be
cumulative, and, if so, the date on which such
cumulative dividends shall commence; (iii) the rights
thereof in the event of voluntary or involuntary
liquidation, dissolution or winding up of the
corporation (iv) the conversion privileges, if any,
and the terms and conditions thereof, including
provisions for adjustment of the conversion rate
based an such events as the Board of Directors may
determine; (v) the redemption feature, if any, and
the terms and conditions thereof, including the data
upon or after which such shares shall be redeemable,
and the amount per share payable in the event of
redemption, which amount may vary under different
conditions and at different redemption dates; (vi)
the voting rights, if any (in addition to such voting
rights as may be required by law), and the terms and
conditions of such voting rights; (vii) the exchange
privileges, if any, and the terms and conditions
thereof, including the terms of any
security for which the Board of Directors may
determine the preferred stock to be exchangeable; and
(viii) any and all other designations, rights, powers
or preference thereof, or Qualifications,
restrictions or limitations pertaining thereto, that
lawfully may be provided for by resolution of the
Board of Directors and nay be included in a
certificate of the kind contemplated under section
151(g) of the Delaware General Corporation Law or any
Successor statute."
SECOND: That the stockholders of the Corporation, by
written consent in lieu of a meeting, unanimously approved the
amendments.
THIRD: That the Corporation duly adopted the amendments
in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
THE MENTUS CORPORATION has caused this Certificate to be
executed by Charles H. KRATSCH, its President, and by Thomas M.
Pugliese, its Secretary, as of September 11, 1990.
THE MENTUS CORPORATION
By:
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Charles H. Kratech, President
ATTEST:
Thomas M. Pugliese, Secretary
State of )
)ss.
County of )
The foregoing instrument was acknowledged before as this
day of October, 1990, by Charles H. Kratech, the President of The Mentus
Corporation, a Delaware corporation, as the act and deed of the Corporation, and
he acknowledged that the facts stated in the foregoing certificate are true.
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Notary Public
My commission expires:
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State of )
)ss.
County of )
The foregoing instrument was acknowledged before as this
day of October, 1990, by Thomas M. Pugliese, the Secretary of The Mentus
Corporation, a Delaware corporation, as the act and deed of the Corporation, and
he acknowledged that the facts stated in the foregoing certificate are true.
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Notary Public
My commission expires:
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