EXHIBIT 3(i)(d)
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION OF
OPTIONABLE, INC.
(Pursuant to Section 242 of the General Corporation Law of the State of
Delaware)
The undersigned officer of OPTIONABLE, INC. (the "Corporation"), in order
to amend the Certificate of Incorporation of the Corporation, pursuant to the
provisions of Section 242 of the General Corporation Law of the State of
Delaware, hereby certifies that:
FIRST: The name of the corporation is OPTIONABLE, INC.
SECOND: The Certificate of Incorporation was filed on February 4,
2000 and amended pursuant to amendments filed on March 30, 2000 and June 1,
2000, respectively.
THIRD: The Certificate of Incorporation of the Corporation is hereby
amended to reclassify the authorized shares of stock of the Corporation.
FOURTH: To effectuate this change, Article FOURTH of the Certificate
of Incorporation of the Corporation is hereby deleted in its entirety, and
substituted in lieu of said Article FOURTH is the following new Article FOURTH:
"FOURTH: The aggregate number of shares that the corporation shall
have authority to issue is fifty-five million (55,000,000), fifty million
(50,000,000) of which shall be common stock, par value .0001 per share ("Common
Stock") and five million (5,000,000) of which shall be preferred stock, par
value .0001 per share ("Preferred Stock"). Preferred Stock may be issued from
time to time in one or more series, and the Board of Directors of the
Corporation is hereby authorized, subject to the limitations provided by law, to
establish and designate one or more series of Preferred Stock, to fix the number
of shares constituting each series, and to fix the designation, powers,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, of each series and the
variations and the relative rights, preferences, and limitations as between
series, and to increase and decrease the number of shares constituting each
series. The powers, preferences and relative, participating, optional and other
special rights of each series of Preferred Stock and the qualifications,
limitations or restrictions thereof, if any, may differ from those of all other
series at any time outstanding. The authority of the Board of Directors of the
Company with respect to each series shall include, but shall not be limited to,
the authority to determine the following:
A. The designation of such series, which may be by distinguishing number
or letter;
B. The number of shares initially constituting such series;
C. The increase and the decrease, to a number not less than the number of
the then outstanding shares of such series, of the number of shares constituting
such series theretofore fixed;
D. The rate or rates, and the conditions upon and the times at which
dividends on the shares of such series shall be paid, the preference or relation
which such dividends shall bear to the dividends payable on any other class or
classes or on any other series of stock of the Corporation, and whether or not
such dividends shall be cumulative, and, if such dividends shall be cumulative,
the date or dates from and after which they shall accumulate;
E. Whether or not the shares of such series shall be redeemable and, if
such shares shall be redeemable, the terms and conditions of such redemption,
including, but not limited to, the date or dates upon or after which such shares
shall be redeemable and the amount per share which shall be payable upon such
redemption, which amount may vary under different conditions and at different
redemption dates;
F. The rights to which the holders of the shares of such series shall be
entitled upon the voluntary or involuntary liquidation, dissolution or winding
up of, or upon any distribution of the assets of the Corporation, which rights
may be different in the case of a voluntary liquidation, dissolution or winding
up than in the case of such involuntary event;
0. Whether or not the shares of such series shall have voting rights, in
addition to the voting rights provided by law and, if such shares shall have
voting rights, the terms and conditions thereof, including, but not limited to,
the right of the holders of such shares to vote as a separate class either alone
or with the holders of shares of one or more other series of Preferred Stock and
the right to have more than one vote per share;
H. Whether or not a sinking or a purchase fund shall be provided for the
redemption or purchase of the shares of such series and, if such a sinking
or purchase fund shall be provided, the terms and conditions thereof;
I. Whether or not the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes or any other series of
the same or any other class or classes of stock or any other security of the
Corporation or any other entity and, if provision be made for conversion or
exchange, the terms and conditions of conversion or exchange, including, but not
limited to, any provision for the adjustment of the conversion or exchange rate
or price; and
J. Any other relative rights, preferences and limitations."
FIFTH: The foregoing amendment to the Certificate of Incorporation
of the Corporation has been duly authorized by the unanimous written consent of
the board of directors of the Corporation followed by the unanimous written
consent of holders of all the outstanding shares of stock entitled to vote.
This Certificate of Amendment of the Certificate of Incorporation may be
executed in one or more counterparts, each of which shall be deemed an original
and all of which taken together shall constitute a single document.
IN WITNESS THEREOF, the undersigned have hereunto signed their names and
affirm that the statements made herein are true under penalties of perjury, this
21st day of July, 2000.
/s/ Mark Nordlicht
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Mark Nordlicht
Chief Executive Officer