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EXHIBIT 3.2
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
JAVELIN SYSTEMS, INC.
JAVELIN SYSTEMS, INC. (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the
State of Delaware (the "DGCL"), does hereby certify that:
1. The name of the Corporation is Javelin Systems, Inc. The Corporation
was originally incorporated under the name Sunwood Research, Inc. The
Certificate of Incorporation for Sunwood Research, Inc. was filed with the
Secretary of State of the State of Delaware (the "Secretary of State") on
September 19, 1995.
2. Pursuant to an Action by Unanimous Written Consent in lieu of a
meeting of the Board of Directors of the Corporation, the
Corporation adopted resolutions setting forth a proposed Amendment to
Amended and Restated Certificate of Incorporation of the Corporation,
declaring said Amendment to Amended and Restated Certificate of
Incorporation to be advisable and authorizing the officers of the
Corporation to present the proposed Amendment to Amended and Restated
Certificate of Incorporation to the stockholders of the Corporation for
their consideration.
3. Thereafter, the proposed Amendment to Amended and Restated
Certificate of Incorporation of the Corporation was approved by the holders
of a majority of the outstanding shares of stock of the Corporation entitled
to vote thereon at a duly convened annual meeting of stockholders called in
accordance with Section 222 of the DGCL.
4. Pursuant to Sections 242 of the DGCL, this Amendment to Amended
and Restated Certificate of Incorporation amends the provisions of the
Amended and Restated Certificate of Incorporation of this Corporation
filed with the Secretary of State on January 12, 1999.
5. This Amended and Restated Certificate of Incorporation was duly
adopted in accordance with the provisions of Sections 141 and 242 of the DGCL.
6. Article FIRST of the Certificate of Incorporation of the Corporation
is hereby amended to read in its entirety as follows:
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"FIRST. The name of the Corporation is Aspeon, Inc."
IN WITNESS WHEREOF, Javelin Systems, Inc. has caused this
Certificate of Amendment to be signed by its President and attested to by its
Secretary this 28th day of December, 1999.
JAVELIN SYSTEMS, INC.
By: /s/ RICHARD STACK
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Richard Stack, President and Chief
Executive Officer
ATTEST:
By: /s/ HORACE HERTZ
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Horace Hertz, Secretary
