EXHIBIT 3.7
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ABLE LABORATORIES, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation") is
Able Laboratories, Inc.
2. The Certificate of Incorporation of the Corporation is hereby amended
by deleting the first paragraph of Paragraph 4 thereof and inserting in its
place the following paragraphs:
4: The total number of shares of capital stock which the Corporation
shall have authority to issue is 35,000,000 shares, consisting of
25,000,000 shares of common stock, having a par value of $0.01 per share
(the "Common Stock"), and 10,000,000 shares of Preferred Stock, having a
par value of $0.01 per share (the "Preferred Stock").
At the same time as the filing of this Amendment to the Certificate of
Incorporation of the Corporation with the Secretary of State of Delaware
becomes effective, each fifteen (15) shares of common stock of the
corporation, par value $0.01 per share (the "Old Common Stock"), issued and
outstanding or held in the treasury of the Corporation immediately prior to
the effectiveness of such filing, shall be combined, reclassified and
changed into one (1) fully paid and nonassessable share of Common Stock.
Each holder of record of a certificate or certificates for one or more
shares of the Old Common Stock shall be entitled to receive as soon as
practicable, upon surrender of such certificate, a certificate or
certificates representing the largest whole number of shares of Common
Stock to which such holder shall be entitled pursuant to the provisions of
the immediately preceding paragraph. Any certificate for one or more shares
of the Old Common Stock not so surrendered shall be deemed to represent one
share of the Common Stock for each fifteen (15) shares of the Old Common
Stock previously represented by such certificate.
No fractional shares of Common Stock or scrip representing fractional
shares shall be issued upon such combination and reclassification of the
Old Common Stock into shares of Common Stock. Instead of issuing any
fractional shares of Common Stock which would otherwise be issuable upon
such combination and reclassification, the corporation shall pay to the
holders of the shares of Old Common Stock which were thus combined and
reclassified cash in respect of such fraction in an amount equal to the
same fraction of the market price per share of the Common Stock (as
determined in a manner prescribed by the Board of Directors) at the close
of business on the date such combination and reclassification becomes
effective.
3. The amendment to the Certificate of Incorporation herein certified has
been duly adopted in accordance with Section 242 of the General Corporation Law
of the State of Delaware.
4. The amendment to the Certificate of Incorporation herein certified
shall become effective as of 5:00 p.m. on May 31st, 2002.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed as of May 31st, 2002.
Signed as of this 31st day of May, 2002.
ABLE LABORATORIES, INC.
By: /s/ Dhananjay G. Wadekar
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Dhananjay G. Wadekar
Chairman and CEO
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