Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
TSI MANAGEMENT COMPANY
FIRST: The name of the Corporation is TSI Management Company.
SECOND: The address of the Corporation's registered office in the
State of Delaware is: 1209 Orange Street in the City of Wilmington, County of
New Castle. The name of the Corporation's registered agent at such address
is: The Corporation Trust Company.
THIRD: 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 the State of Delaware, including, but not limited to,
acquiring, owning, using, dealing in and disposing of real and personal
property of any nature whatsoever.
FOURTH: The Corporation shall have perpetual existence.
FIFTH: The total number of shares of capital stock of all classes
which the Corporation shall have authority to issue is Thirty-Two Million
(32,000,000) shares of Common Stock, which shall be divided as follows: (i)
Ten Million (10,000,000) shares of Series A Voting Common Stock, par value
$.01 per share (the "Series A Voting Common Stock"), (ii) Ten Million
(10,000,000) shares of Series A Non-Voting Common Stock, par value $.01 per
share (the "Series A Non-Voting Common Stock"), (iii) Two Million (2,000,000)
shares of Series B Common Stock, par value $.01 per share (the "Series B
Common Stock"), and (iv) Ten Million (10,000,000) shares of Series C Common
Stock, par value $.01 per share (the "Series C Common Stock") (the Series A
Voting Common Stock and the Series A Non-Voting Common Stock are collectively
referred to herein as the "Series A Common Stock", and the Series A
Common Stock, the Series B Common Stock and Series C Common Stock are
collectively referred to herein as the "Common Stock").
The powers, preferences and relative, participating, optional or other
rights of the capital stock and the qualifications, limitations or
restrictions thereof are as follows:
A. SERIES A COMMON STOCK PROVISIONS
1. VOTING RIGHTS. (a) Except as otherwise required by law, each
share of Series A Voting Common Stock shall entitle the holder thereof to one
vote on each matter submitted to a vote of the stockholders of the
Corporation. Except as otherwise required by law, the holders of shares of
Series A Voting Common Stock and Series C Common Stock shall vote together
and not as separate classes.
(b) Except as otherwise required by law or expressly provided
herein, each share of Series A Non-Voting Common Stock shall not entitle the
holder thereof to vote on any matter submitted to a vote of the stockholders
of the Corporation, except that such holders will be entitled to vote as a
separate class on any amendment to this Article FIFTH, Section A and on any
amendment, repeal or modification of any provision of this Certificate of
Incorporation that adversely affects the powers, preferences or special
rights of the Series A Non-Voting Common Stock in a manner different than the
adverse effect on the powers, preferences or special rights of the Series A
Voting Common Stock.
(c) Any amendment, repeal or modification of any provision of this
Certificate of Incorporation that adversely affects the powers, preferences
or special rights of the Series A Non-Voting Common Stock and the Series A
Voting Common Stock in the same
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manner must be submitted to a vote of the Series A Non-Voting Common Stock
and the Series A Voting Common Stock considered as a single class.
2. DIVIDEND RIGHTS. Subject to provisions of law and of this
Certificate of Incorporation, the holders of Series A Common Stock shall be
entitled to receive, prior to the occurrence of a Public Offering, prior and
in preference to the payment or declaration of any dividends on the Series B
Common Stock and, after the occurrence of a Public Offering, on a parity with
the Series C Common Stock, dividends at such times and in such amounts as may
be determined by the Board of Directors of the Corporation or a duly
authorized committee thereof (an "Authorized Board Committee").
3. LIQUIDATION RIGHTS. (a) In the event of a dissolution,
liquidation or winding up of the Corporation, whether voluntary or
involuntary (a "Liquidation"), the holders of the Series A Common Stock shall
be entitled to receive out of the assets of the Corporation available for
distribution to stockholders, the amount of $1.941 per share (such amount to
be adjusted proportionately in the event the shares of Series A Common Stock
are subdivided into a greater number or combined into a lesser number), plus
any declared but unpaid dividends to which such holders shall be entitled
pursuant to Section A(2) hereof, before any payment or distribution shall be
made on the other series of Common Stock or pursuant to paragraph (b) of this
Section A(3). For purposes of this Section A(3), the merger or consolidation
of the Corporation with or into any other entity or the sale of all or
substantially all of the Corporation's assets shall not be deemed to be a
Liquidation. If upon any Liquidation, the assets to be distributed to the
holders of Series A Common Stock shall be insufficient to permit the payment
to such stockholders of the full preferential amount aforesaid, then all of
the assets of
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the Corporation available for distribution to the holders of Series A Common
Stock shall be distributed ratably in accordance with the amount payable with
respect to each share.
(b) In the event of any Liquidation, after payment or provision
for payment of the debts and other liabilities of the Corporation, the
preferential amounts to which the holders of shares of Series A Common Stock
shall be entitled upon Liquidation, pursuant to paragraph (a) of this Section
A(3) and the preferential amounts to which the holders of shares of Series B
Common Stock shall be entitled upon Liquidation pursuant to paragraph (a) of
Section B(3) hereof, the holders of the Series A Common Stock, the Series B
Common Stock and the Series C Common Stock shall be entitled to share ratably
in the remaining assets of the Corporation. Except for the preferential
amounts to which the holders of shares of Series A Common Stock shall be
entitled pursuant to paragraph (a) of this Section A(3) and the preferential
amounts to which the holders of shares of Series B Common Stock shall be
entitled upon Liquidation pursuant to paragraph (a) of Section B(3) hereof,
the Series A Common Stock, the Series B Common Stock and the Series C Common
Stock shall be treated as one class for the purpose of Liquidation.
4. CONVERSION. (a) Each share of Series A Common Stock shall
automatically be converted into one share of Series C Common Stock upon the
closing of an underwritten initial public offering pursuant to an effective
registration statement under the Securities Act of 1933, as amended,
resulting in a sale of Series C Common Stock to the public (a "Public
Offering"). Upon the occurrence of the Public Offering, the outstanding
shares of Series A Common Stock shall be converted automatically without any
further action by the holders of such shares or the Corporation, and whether
or not the certificates representing such
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shares are surrendered to the Corporation. At such time as such conversion
has occurred, the rights of the holder of such shares of Series A Common
Stock as such holder will cease and such holder will be deemed to have become
the holder or holders of record of the shares of Series C Common Stock
represented thereby.
(b) Notice of the automatic conversion of shares of Series A
Common Stock shall be promptly given by the Corporation by mailing a notice
to holders of record of the shares of Series A Common Stock at their
respective addresses appearing on the books of the Corporation. Said notice
shall indicate (i) that all shares of Series A Common Stock have been
converted into shares of Series C Common Stock, (ii) the place (which shall
be the principal office of the Corporation) at which certificates for the
shares of Series A Common Stock will, upon presentation and surrender of the
certificates of stock evidencing such shares, be exchanged for certificates
of the shares of Series C Common Stock and (iii) that the Series A Common
Stock is no longer deemed to be outstanding. Any failure or defect in such
notice shall not, in any event. affect the validity or effectiveness of such
conversion.
(c) The Corporation shall not be obligated to issue certificates
evidencing the shares of Series C Common Stock issuable upon such conversion
unless certificates evidencing such shares of the Series A Common Stock being
converted are delivered to the principal office of the Corporation, or the
holder notifies the Corporation that such certificates have been lost,
stolen, destroyed or mutilated and executes an agreement satisfactory to the
Corporation to indemnify the Corporation from, or otherwise satisfies the
Corporation with respect to, any loss incurred by it in connection therewith.
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(d) The Corporation will, as soon as practicable after the deposit of
certificates for shares of Series A Common Stock, deliver at the principal
office of the Corporation to the person for whose account such Series A Common
Stock was so surrendered (i) certificates for the number of shares of Series C
Common Stock to which he shall be entitled as aforesaid and (ii) a payment in an
amount equal to all accrued and unpaid dividends on the shares of Series A
Common Stock held by such person immediately prior to such conversion. If for
any reason the Corporation is unable to pay any dividends owing pursuant to this
Article FIFTH, Section A on the shares of Series A Common Stock being converted,
the Corporation will pay such dividends to the converting holder as soon
thereafter as funds of the Corporation are legally available for such payment.
At the request of any such converting holder, the Corporation will provide such
holder with written evidence of its obligation to such holder.
(e) The issuance of certificates for shares of Series C Common
Stock upon conversion of shares of Series A Common Stock will be made without
charge to the holders of such shares of Series A Common Stock for any
issuance tax in respect thereof or other cost incurred by the Corporation in
connection with such conversion and the related issuance of shares of Series
C Common Stock. Upon conversion of each share of Series A Common Stock, the
Corporation will take all such actions as are necessary in order to insure
that the Series C Common Stock issuable with respect to such conversion will
be validly issued, fully paid and non-assessable.
(f) The Corporation shall at all times reserve and keep available out
of its authorized but unissued shares of Series C Common Stock, solely for the
purpose of effecting the conversion of the shares of Series A Common Stock, such
number of its shares of Series C
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Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of Series A Common Stock.
(g) Any notice required by the provisions of this Section A(4) to
be given to the holders of shares of Series A Common Stock shall be deemed
given when personally delivered to such holder or three (3) business days
after the same has been deposited in the United States mail, certified or
registered mail, return receipt requested, postage prepaid, and addressed to
each holder of record at his address appearing on the books of the
Corporation.
5. CANCELLATION OF SHARES. Upon conversion of all of the shares
of Series A Common Stock pursuant to Section A(4) hereof, all shares of
Series A Common Stock shall be deemed canceled and the Company shall no
longer be authorized to issue shares of Series A Common Stock.
6. STOCK SPLITS AND COMBINATIONS. If the Corporation in any
manner subdivides (by stock split, stock dividend or otherwise) or combines
(by reverse stock split or otherwise) the outstanding shares of any other
series of Common Stock, the outstanding shares of Series A Common Stock will
be proportionately subdivided or combined in a similar manner.
B. SERIES B COMMON STOCK PROVISIONS
1. VOTING RIGHTS. Except as otherwise required by law, each
share of Series B Common Stock shall have no voting rights.
2. DIVIDEND RIGHTS. Subject to provisions of law and of this
Certificate of Incorporation, the holders of the Series B Common Stock shall
be entitled to receive, prior to the occurrence of a Public Offering, after
payment or declaration of any dividends on the Series A Common Stock and,
after the occurrence of a Public Offering, on a parity with the
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Series C Common Stock, dividends at such times and in such amounts as may be
determined by the Board of Directors of the Corporation or an Authorized
Board Committee.
3. LIQUIDATION RIGHTS. (a) In the event of a Liquidation, the
holders of the Series B Common Stock shall be entitled to receive out of the
assets of the Corporation available for distribution to stockholders, after
the payment or provision for payment of the preferential amounts to which the
holders of shares of Series A Common Stock are entitled upon Liquidation
pursuant to paragraph (a) of Section A(3) hereof, the amount of $1.125 per
share (such amount to be adjusted proportionately in the event the shares of
Series B Common Stock are subdivided into a greater number or combined into a
lesser number), before any payment or distribution shall be made on the other
series of Common Stock or pursuant to paragraph (b) of this Section B(3).
For purposes of this Section B(3), the merger or consolidation of the
Corporation with or into any other entity or the sale of all or substantially
all of the Corporation's assets shall not be deemed to be a Liquidation. If
upon any Liquidation, the assets to be distributed to the holders of Series B
Common Stock shall be insufficient to permit the payment to such stockholders
of the full preferential amount aforesaid, then all of the assets of the
Corporation available for distribution to the holders of Series B Common
Stock shall be distributed ratably in accordance with the amount payable with
respect to each share.
(b) In the event of any Liquidation, after payment or provision
for payment of the debts and other liabilities of the Corporation, the
preferential amounts to which the holders of shares of Series A Common Stock
shall be entitled upon Liquidation pursuant to paragraph (a) of Section A(3)
hereof and the preferential amounts to which the holders of shares of Series
B Common Stock shall be entitled upon Liquidation pursuant to paragraph (a)
of this
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Section B(3), the holders of the Series A Common Stock, the Series B Common
Stock and the Series C Common Stock shall be entitled to share ratably in the
remaining assets of the Corporation. Except for the preferential amounts to
which the holders of shares of Series A Common Stock shall be entitled
pursuant to paragraph (a) of Section A(3) and the preferential amounts to
which the holders of shares of Series B Common Stock shall be entitled
pursuant to paragraph (a) of this Section B(3), the Series A Common Stock,
the Series B Common Stock and the Series C Common Stock shall be treated as
one class for the purpose of Liquidation.
4. CONVERSION. (a) Each share of Series B Common Stock shall
automatically be converted into one share of Series C Common Stock upon the
closing of a Public Offering. Upon the occurrence of the Public Offering,
the outstanding shares of Series B Common Stock shall be converted
automatically without any further action by the holders of such shares or the
Corporation, and whether or not the certificates representing such shares are
surrendered to the Corporation. At such time as such conversion has
occurred, the rights of the holder of such shares of Series B Common Stock as
such holder will cease and such holder will be deemed to have become the
holder of record of the shares of Series C Common Stock represented thereby.
(b) Notice of the automatic conversion of shares of Series B
Common Stock shall be promptly given by the Corporation by mailing a notice
to holders of record of the shares of Series B Common Stock at their
respective addresses appearing on the books of the Corporation. Said notice
shall indicate (i) that all shares of Series B Common Stock have been
converted into shares of Series C Common Stock, (ii) the place (which shall
be the principal office of the Corporation) at which the certificates for the
shares of Series B Common Stock
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will, upon presentation and surrender of the certificates of stock evidencing
such shares, be exchanged for certificates of the shares of Series C Common
Stock and (iii) that the Series B Common Stock is no longer deemed to be
outstanding. Any failure or defect in such notice shall not, in any event,
affect the validity or effectiveness of such conversion.
(c) The Corporation shall not be obligated to issue certificates
evidencing the shares of Series C Common Stock issuable upon such conversion
unless certificates evidencing such shares of the Series B Common Stock being
converted are delivered to the principal office of the Corporation, or the
holder notifies the Corporation that such certificates have been lost,
stolen, destroyed or mutilated and executes an agreement satisfactory to the
Corporation to indemnify the Corporation from, or otherwise satisfies the
Corporation with respect to, any loss incurred by it in connection therewith.
(d) The Corporation will, as soon as practicable after the deposit
of certificates for shares of Series B Common Stock, deliver at the principal
office of the Corporation to the person for whose account such Series B
Common Stock was so surrendered certificates for the number of shares of
Series C Common Stock to which he shall be entitled as aforesaid.
(e) The issuance of certificates for shares of Series C Common
Stock upon conversion of shares of Series B Common Stock will be made without
charge to the holders of such shares of Series B Common Stock for any
issuance tax in respect thereof or other cost incurred by the Corporation in
connection with such conversion and the related issuance of shares of Series
C Common Stock. Upon conversion of each share of Series B Common Stock, the
Corporation will take all such actions as are necessary in order to insure
that the Series C
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Common Stock issuable with respect to such conversion will be validly issued,
fully paid and non-assessable.
(f) The Corporation shall at all times reserve and keep available
out of its authorized but unissued shares, of Series C Common Stock, solely
for the purpose of effecting the conversion of the shares of Series B Common
Stock, such number of its shares of Series C Common Stock as shall from time
to time be sufficient to effect the conversion of all outstanding shares of
Series B Common Stock.
(g) Any notice required by the provisions of this Section B(4) to
be given to the holders of shares of Series B Common Stock shall be deemed
given when personally delivered to such holder or three (3) business days
after the same has been deposited in the United States mail, certified or
registered mail, return receipt requested, postage prepaid, and addressed to
each holder of record at his address appearing on the books of the
Corporation.
5. CANCELLATION OF SHARES. Upon conversion of all of the shares
of Series B Common Stock pursuant to Section B(4) hereof, all shares of
Series B Common Stock shall be deemed canceled and the Company shall no
longer be authorized to issue shares of Series B Common Stock.
6. STOCK SPLITS AND COMBINATIONS. If the Corporation in any
manner subdivides (by stock split, stock dividend or otherwise) or combines
(by reverse stock split or otherwise) the outstanding shares of any other
series of Common Stock, the outstanding shares of Series B Common Stock will
be proportionately subdivided or combined in a similar manner.
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C. SERIES C COMMON STOCK PROVISIONS
1. VOTING RIGHTS. Except as otherwise required by law, each
share of Series C Common Stock shall entitle the holder thereof to one vote
on each matter submitted to a vote of the stockholders of the Corporation.
Except as otherwise required by law, the holders of shares of Series A Voting
Common Stock and Series C Common Stock shall vote together and not as
separate classes.
2. DIVIDEND RIGHTS. Subject to provisions of law and of this
Certificate of Incorporation, the holders of the Series C Common Stock shall
be entitled to receive dividends at such times and in such amounts as may be
determined by the Board of Directors of the Corporation or an Authorized
Board Committee. After the occurrence of a Public Offering, the Series A
Common Stock, the Series B Common Stock and the Series C Common Stock shall
be treated as one class for the purpose of declaration of dividends.
3. LIQUIDATION RIGHTS. In the event of any Liquidation, after
payment or provision for payment of the debts and other liabilities of the
Corporation, the preferential amounts to which the holders of shares of
Series A Common Stock shall be entitled upon Liquidation pursuant to
paragraph (a) of Section A(3) hereof and the preferential amounts to which
the holders of shares of Series B Common Stock shall be entitled upon
Liquidation pursuant to paragraph (a) of Section B(3) hereof, the holders of
the Series A Common Stock, the Series B Common Stock and the Series C Common
Stock shall be entitled to share ratably in the remaining assets of the
Corporation. Except for the preferential amounts to which the holders of
Series A Common Stock and Series B Common Stock are entitled upon
Liquidation,
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the Series A Common Stock, the Series B Common Stock and Series C Common
Stock shall be treated as one class for the purpose of Liquidation.
4. STOCK SPLITS AND COMBINATIONS. If the Corporation in any
manner subdivides (by stock split, stock dividend or otherwise) or combines
(by reverse stock split or otherwise) the outstanding shares of any other
series of its Common Stock, the outstanding shares of Series C Common Stock
will be proportionately subdivided or combined in a similar manner.
5. REDESIGNATION. Upon conversion of all of the shares of Class A
Common Stock and Class B Common Stock, the shares of Class C Common Stock shall
be redesignated as "Common Stock" and all of the references to Class C Common
Stock herein shall be deemed to be references to Common Stock.
SIXTH: The name and mailing address of the incorporator is:
Gwen A. Fransen
Hopkins & Sutter
Three First National Plaza
Suite 4100
Chicago, Illinois 60602
SEVENTH: In furtherance and not in limitation of the powers conferred by
statute, the directors are expressly authorized to adopt, amend and repeal the
by-laws of the Corporation.
EIGHTH: Elections of directors need not be by written ballot unless the
by-laws of the Corporation so provide.
NINTH: The Corporation reserves the right to amend, alter or repeal any
provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by
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statute, and all rights conferred upon the stockholders herein are granted
subject to this reservation.
TENTH: Each person who is or was a director or officer of the
Corporation and each person who serves or served at the request of the
Corporation as a director, officer or partner of another enterprise shall be
indemnified by the Corporation in accordance with, and to the fullest extent
authorized by, the General Corporation Law of the State of Delaware as the
same now exists or may be hereafter amended. No amendment to or repeal of
this Article TENTH shall apply to or have any effect on the rights of any
individual referred to in this Article TENTH for or with respect to acts or
omissions of such individual occurring prior to such amendment or repeal.
ELEVENTH: To the fullest extent permitted by the General Corporation
Law of the State of Delaware as the same now exists or way be hereafter
amended, a director of the Corporation shall not be liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director. No amendment to or repeal of this Article ELEVENTH shall apply to
or have any effect on the liability or alleged liability of any director of
the Corporation for or with respect to any acts or omissions of such director
occurring prior to the effective date of such amendment or repeal.
Dated: May 23, 1996.
/s/ Gwen A. Fransen
----------------------------------------
Gwen A. Fransen, Incorporator
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CERTIFICATE OF MERGER OF
TECHNOLOGY SPECIALISTS, INC.
INTO TSI MANAGEMENT COMPANY
DATED MAY 31, 1996
The undersigned corporation formed and existing under and by virtue of
the Delaware General Corporation Law, 8 DEL. C.Section 17-101, ET SEQ. (the
"Act").
DOES HEREBY CERTIFY:
FIRST: The name and jurisdiction of formation or organization of each
of the constituent entities which is to merge are as follows:
JURISDICTION OF
NAME FORMATION OR ORGANIZATION
---- -------------------------
Technology Specialists, Inc. Pennsylvania
TSI Management Company Delaware
SECOND: An Agreement and Plan of Merger has been approved, adopted,
certified, executed and acknowledged by Technology Specialists, Inc. in
accordance with Sections 1922(c) and 1924(a) of the Business Corporation Law
of 1988, as amended, of the Commonwealth of Pennsylvania and by TSI
Management Company in accordance with Section 252(c) of the Delaware General
Corporation Law, pursuant to which Technology Specialists, Inc. will be
merged with and into TSI Management Company.
THIRD: TSI Management Company, a Delaware corporation, shall be the
surviving corporation in the merger.
FOURTH: The certificate of incorporation of TSI Management Company
shall be the certificate of incorporation of the surviving corporation.
FIFTH: The merger of Technology Specialists, Inc. into TSI Management
Company shall be effective upon the filing of this Certificate of Merger with
the Secretary of State of the State of Delaware.
SIXTH: The executed Agreement and Plan of Merger is on file at the
principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is 801 Springdale
Drive, Suite 130, Exton, Pennsylvania 19341.
SEVENTH: A copy of the Agreement and Plan of Merger will be furnished
by the surviving corporation, on request and without cost, to any shareholder
of Technology Specialists, Inc. and to any stockholder of TSI Management
Company.
EIGHTH: The authorized capital stock of Technology Specialists, Inc. is
31,000,000 shares of Common Stock, which are divided as follows: (i)
10,000,000 shares of Series A Voting Common Stock, par value $.01 per share,
(ii) 10,000,000 shares of Series A Non-Voting Common Stock, par value $.01
per share, (iii) 1,000,000 shares of Series B Common Stock, par value $.01
per share, and (iv) 10,000,000 shares of Series C Common Stock, par value
$.01 per share.
TSI MANAGEMENT COMPANY
By: /s/ Robert Foley, Jr.
-------------------------------------
Its: President
-------------------------------
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CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
OF
TSI MANAGEMENT COMPANY
(Original Certificate of Incorporation
filed May 23, 1996)
TSI MANAGEMENT COMPANY, a corporation organized and existing under and
by virtue of the laws of the State of Delaware (the "Corporation"), does
hereby certify.
I. That the Board of Directors of the Corporation, by unanimous
written consent without a meeting pursuant to Section 141(f) of the General
Corporation Law of the State of Delaware (the "Law"), adopted a resolution
setting forth the amendment to the Certificate of Incorporation set forth
below, declaring it advisable and submitting it to the stockholders of the
Corporation for their consideration of such amendment to the Certificate of
Incorporation.
II. That by written consent executed in accordance with Section 228 of
the Law, the stockholders of the Corporation voted in favor of the adoption
of the amendment to the Certificate of Incorporation set forth below.
RESOLVED: That Article First of the Certificate of Incorporation of the
Corporation be amended in its entirety to read as follows:
FIRST: The name of the corporation is COLLEGIS, Inc.
III. That the foregoing amendment to the Certificate of Incorporation
was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused its President and
Chief Executive Officer to execute this Certificate of Amendment to the
Certificate of Incorporation on its behalf this 20th day of June, 1996.
TSI MANAGEMENT COMPANY
By: /s/ Robert Foley, Jr.
-------------------------------------
Robert Foley, Jr., its President
and Chief Executive Officer
COLLEGIS, INC.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
COLLEGIS, Inc. (f/k/a TSI Management Company), a corporation organized
and existing under and by virtue of the General Corporation Law of the State
of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Directors of said corporation, by unanimous consent, adopted
a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:
RESOLVED, that clause (iii) of Article Fifth of this Company's
Certificate of Incorporation be amended to read as follows:
"Two Million Five Hundred Thousand (2,500,000)
shares of Series B Common Stock, par value of $.01
per share (the 'Series B Common Stock');"
SECOND: That in lieu of a meeting and vote of stockholders, the holders of the
Corporation's Series A Voting Common Stock have given unanimous
written consent to said amendment in accordance with the provisions of
Section 228 of the General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment has been duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.
[signature page follows]
IN WITNESS WHEREOF, said COLLEGIS, Inc. has caused this certificate to
be signed by Robert C. Bowers, its Vice President and Chief Financial
Officer, this 10th day of June, 1998.
COLLEGIS, INC.
By: /s/ Robert C. Bowers
-------------------------------------
Robert C. Bowers, Vice President
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