EXHIBIT 3-A(II)
ARTICLES OF AMENDMENT
OF
RESTATED ARTICLES OF INCORPORATION
OF
PRIORITY HEALTHCARE CORPORATION
In compliance with the requirements of the Indiana Business
Corporation Law, as amended (the "IBCL"), Priority Healthcare Corporation, an
Indiana corporation (the "Corporation"), desiring to amend its Restated Articles
of Incorporation, hereby certifies as follows:
ARTICLE I
AMENDMENT TO THE RESTATED
ARTICLES OF INCORPORATION
SECTION 1. The name of the Corporation is, and following the amendment
effected hereby will continue to be, Priority Healthcare Corporation.
SECTION 2. Article V, Section 5.1 of the Restated Articles of
Incorporation of the Corporation is hereby amended so that, as amended, such
Article V, Section 5.1 shall read in its entirety as follows:
SECTION 5.1. AUTHORIZED CLASSES AND NUMBER OF SHARES. The total
number of shares which the Corporation has authority to issue shall be
240,000,000 shares, consisting of 55,000,000 shares of Class A Common
Stock, $0.01 par value per share (the "Class A Common Stock"),
180,000,000 shares of Class B Common Stock, $0.01 par value per share
(the "Class B Common Stock"), and 5,000,000 shares of Preferred Stock,
without par value (the "Preferred Stock"). The Class A Common Stock
and the Class B Common Stock are collectively referred to herein as
the "Common Stock."
SECTION 3. The effective date of the amendment hereby effected shall
be the date of filing of these Articles of Amendment with the office of the
Secretary of State of the State of Indiana.
ARTICLE II
MANNER OF ADOPTION AND VOTE
SECTION 1. The amendment to increase the number of authorized
shares of Class A Common Stock was approved by the Board of Directors of the
Corporation on February 23, 2000, by resolution duly adopted. The holders of
outstanding shares of Class A Common Stock were entitled to vote as a separate
voting group on the amendment. At the annual meeting of shareholders of the
Corporation held on May 15, 2000, there were 4,787,927 shares of Class A Common
Stock outstanding and entitled to vote; each share of Class A Common Stock
entitles
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the holder thereof to three votes, and therefore there were 14,363,781 votes
entitled to be cast by the holders of Class A Common Stock. There were
13,459,224 votes of Class A Common Stock represented at the annual meeting and,
accordingly, a quorum was present. Of the votes of Class A Common Stock
represented at the meeting, 12,113,508 votes were cast for the amendment, which
vote was sufficient for approval of the amendment by the holders of Class A
Common Stock. Additionally, both the holders of Class A Common Stock and the
holders of Class B Common Stock were entitled to vote together as a group on the
amendment to increase the number of authorized shares of Class A Common Stock.
At the annual meeting of shareholders, there were 30,469,283 votes entitled to
be cast by the holders of both classes of Common Stock. There were 25,806,552
votes of both classes of Common Stock represented at the annual meeting and,
accordingly, a quorum was present. Of the votes of both classes of Common Stock
represented at the meeting, 19,641,066 votes were cast for the amendment, which
vote was sufficient for approval of the amendment by the holders of both classes
of Common Stock.
SECTION 2. The amendment to increase the number of authorized shares
of Class B Common Stock was approved by the Board of Directors of the
Corporation on February 23, 2000, by resolution duly adopted. The holders of
outstanding shares of Class B Common Stock were entitled to vote as a separate
voting group on the amendment. At the annual meeting of shareholders of the
Corporation held on May 15, 2000, there were 16,105,502 shares of Class B Common
Stock outstanding and entitled to vote; each share of Class B Common Stock
entitles the holder thereof to one vote, and therefore there were 16,105,502
votes entitled to be cast by the holders of Class B Common Stock. There were
12,347,328 votes of Class B Common Stock represented at the annual meeting and,
accordingly, a quorum was present. Of the votes of Class B Common Stock
represented at the meeting, 7,951,334 votes were cast for the amendment, which
vote was sufficient for approval of the amendment by the holders of Class B
Common Stock. Additionally, both the holders of Class A Common Stock and the
holders of Class B Common Stock were entitled to vote together as a group on the
amendment to increase the number of authorized shares of Class B Common Stock.
At the annual meeting of shareholders, there were 30,469,283 votes entitled to
be cast by the holders of both classes of Common Stock. There were 25,806,552
votes of both classes of Common Stock represented at the annual meeting and,
accordingly, a quorum was present. Of the votes of both classes of Common Stock
represented at the meeting, 20,055,815 votes were cast for the amendment, which
vote was sufficient for approval of the amendment by the holders of both classes
of Common Stock.
SECTION 3. The manner of the adoption of the foregoing amendments
constitutes full legal compliance with the provisions of the IBCL and the
Corporation's Restated Articles of Incorporation and By-Laws.
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IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be signed on its behalf by the undersigned duly authorized officer
on May 19, 2000.
PRIORITY HEALTHCARE CORPORATION
By /s/ BARBARA J. LUTTRELL
------------------------
Name: Barbara J. Luttrell
Title: Secretary
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