Exhibit 3.2
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF DESIGNATIONS,
PREFERENCES AND RIGHTS
of
SERIES B CONVERTIBLE PREFERRED STOCK
OF
ATLANTIC TECHNOLOGY VENTURES, INC.
Pursuant to Section 151 of the General
Corporation Law of the State of Delaware
The undersigned officer of Atlantic Technology Ventures, Inc., a Delaware
corporation (the "Corporation"), pursuant to the provisions of Section 151 of
the General Corporation Law of the State of Delaware, does hereby make this
Certificate of Amendment of the Certificate Designations, Preferences and Rights
of Series B Convertible Preferred Stock filed with the office of the Secretary
of State on September 28, 2000 (the "Series B Certificate of Designations"), and
does hereby state and certify that pursuant to the authority expressly vested in
the Board of Directors of the Corporation by the Certificate of Incorporation
filed with the office of the Secretary of State on May 18, 1993, as amended, the
Board of Directors duly adopted the following resolutions
RESOLVED, the Series B Certificate of Designations is hereby amended as
follows:
(1) by striking out the sixth sentence of Section 3 of Article II in its
entirety and substituting the following:
With respect to the declaration, payment and setting apart of dividends,
other than in shares of the Corporation's capital stock, whether of cash,
securities of other persons, evidences of indebtedness, assets,
Convertible Securities (as defined below), Stock Purchase Rights (as
defined below) or rights to acquire any of the above, the holders of
Series B Preferred Stock shall be entitled to participate with the Series
A Preferred Stock, Common Stock or other Junior Securities and receive,
before any dividends shall be declared and paid upon or set aside for the
Series A Preferred Stock, Common Stock or other Junior Securities, the
same dividends or distributions, on an as-converted basis, as are proposed
to be distributed to the holders of Series A Preferred Stock, Common Stock
or other Junior Securities, in addition to the Series B Dividends set
forth above.
(2) by striking out the last sentence of Section 6(b) of Article II in its
entirety; and
(3) by striking out Section 7(a) of Article II in its entirety and
substituting the following:
(a) Stock Splits, Dividends and Combinations. In case the
Corporation shall at any time subdivide the outstanding shares of Common
Stock or shall issue a dividend in shares of its capital
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stock on its outstanding shares of capital stock (other than any dividends
paid pursuant to Section 2(a) of the Certificate of Designations of the
Corporation's Series A Preferred Stock), the Conversion Rate in effect
immediately prior to such subdivision or the issuance of such dividend
shall be proportionately decreased, and in case the Corporation shall at
any time combine the outstanding shares of Common Stock into a lesser
number of shares of Common Stock, the Conversion Rate in effect
immediately prior to such combination shall be proportionately increased,
concurrently with the effectiveness of such subdivision, dividend or
combination, as the case may be.
This Amendment to the Certificate of Designations of the Corporation has
been duly adopted in accordance with Section 151 of the General Corporation Law
of the State of Delaware.
The undersigned is signing this Certificate of Amendment on behalf of the
Corporation on November 17, 2000.
/s/ Frederoc P. Zotos
----------------------
Frederic P. Zotos
President
