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EXHIBIT 4.2
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CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SEACHANGE INTERNATIONAL, INC.
SeaChange International, Inc. (the "Corporation"), 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 Board of Directors of the Corporation adopted resolutions
proposing and declaring advisable the following amendments to the
Amended and Restated Certificate of Incorporation of the Corporation:
RESOLVED: That the first paragraph of Article FOURTH of the
Corporation's Amended and Restated Certificate of
Incorporation as amended to date shall be amended to read in
its entirety as follows:
"FOURTH. The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is 105,000,000
shares, consisting of 100,000,000 shares of Common Stock with a par
value of $.01 per share (the "Common Stock") and 5,000,000 shares of
Preferred Stock with a par value of $.01 per share (the "Preferred
Stock").
SECOND: The foregoing amendment to the Amended and Restated Certificate of
Incorporation of the Corporation was duly adopted by vote of the
stockholders of the Corporation in accordance with the applicable
provisions of Section 242 of the General Corporation Law of the State
of Delaware.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed by William C. Styslinger, III, its President, this 24th
day of May, 2000.
By: /s/ William C. Styslinger, III
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William C. Styslinger, III
President
