Exhibit 3.2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ALFACELL CORPORATION
* * * * * * * * *
Alfacell 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 Board of Directors of said Corporation, at a meeting
of its members, adopted resolutions proposing and declaring advisable the
following amendments to the Certificate of Incorporation of said Corporation:
RESOLVED, that Article 4 of the Certificate of Incorporation be
amended as set forth below:
"4: The total number of shares of capital stock which the
Corporation shall have authority to issue is twenty-six million
(26,000,000) shares, of which twenty-five million (25,000,000) shares
shall be Common Stock, par value $.001 per share, and one million
(1,000,000) shares shall be Preferred Stock, par value $.001 per
share".
The Preferred Stock may be issued from time to time in one or
more series. The Board of Directors of the Corporation is hereby
expressly authorized to provide, by resolution or resolutions duly
adopted by it prior to issuance, for the creation of each such series
and to fix the definition and the powers, preferences, rights,
qualifications, limitations and restrictions relating to the shares of
each such series. The authority of the Board of Directors with respect
to each series of Preferred Stock shall include, but not be limited
to, determining the following:
(a) the designation of such series, the number of shares to
constitute such series and the stated value thereof if different from
the par value thereof;
(b) whether the shares of such series shall have voting rights,
in addition to any voting rights provided by law, and, if so, the
terms of such voting rights, which may be general or limited;
(c) the dividends, if any, payable on such series, whether any
such dividends shall be cumulative, and, if so, from what dates, the
conditions and dates upon which such dividends shall be payable, and
the preference or relation which such dividends shall bear to the
dividends payable on any shares of stock of any other class or any
other series of Preferred Stock;
(d) whether the shares of such series shall be subject to
redemption by the Corporation, and, if so, the times, prices and other
conditions of such redemption;
(e) the amount or amounts payable on shares of such series upon,
and the rights of the holders of such series in, the voluntary or
involuntary liquidation, dissolution or winding up, or upon any
distribution of the assets, of the Corporation;
(f) whether the shares of such series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to
and manner in which any such retirement or sinking fund shall be
applied to the purchase or redemption of the shares of such series for
retirement or other corporation purposes and the terms and provisions
relating to the operation thereof;
(g) whether the shares of such series shall be convertible into,
or exchangeable for, shares of stock of any other class or any other
series of Preferred Stock or any other securities and, if so, the
price or prices or the rate or rates of conversion or exchange and the
method, if any, of adjusting the same, and any other terms and
conditions of conversion or exchange;
(h) the conditions or restrictions, if any, upon the creation of
indebtedness of the Corporation or upon the issue of any additional
stock, including additional shares of such series or of any other
series of Preferred Stock or of any other class; and
(i) any other powers, preferences and relative, participating,
optional and other special rights, and any qualifications, limitations
and restrictions, thereof.
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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 any and all other series at any time outstanding.
All shares of any one series of Preferred Stock shall be identical in
all respects with all other shares of such series, except that shares
of any one series issued at different times may differ as to the dates
from which dividends thereof shall be cumulative.
SECOND: That at the Annual Meeting of Stockholders of the Corporation,
the holders of a majority of the outstanding stock entitled to vote thereon
voted in favor of said amendments in accordance with the provisions of Section
216 of the General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendments were duly adopted in accordance
with the applicable provisions of Sections 242 and 216 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Alfacell Corporation has caused this certificate
to be signed by Kuslima Shogen, its President and attested to by Alan Bell,
Secretary of the Corporation, this ___ day of February, 1994.
By: /s/ KUSLIMA SHOGEN
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KUSLIMA SHOGEN, President
ATTEST:
By: /s/ Alan Bell
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Alan Bell, Secretary
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