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EXHIBIT 3.1.1
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
PHARSIGHT CORPORATION
Lyn Chambers hereby certifies that:
ONE: The original name of this corporation (the "Corporation") was
Pharsight Merger Corporation and the date of filing the original Certificate
of Incorporation of the Corporation with the Secretary of State of the State
of Delaware is March 22, 2000.
TWO: She is the duly elected and acting Secretary of the Corporation.
THREE: Section D.4.r. of Article IV of the Corporation's Certificate of
Incorporation is amended to read in its entirety as follows:
"(r) PAYMENT UPON CONVERSION. Upon any of the following
conversion events, each share of Series C Preferred shall be entitled to
receive, in addition to the Common Stock receivable upon such
conversion, an amount in cash equal to the Original Issue Price of the
Series C Preferred:
(i) automatic conversion of the Series C Preferred pursuant to
clause (b) of Section 4.l.(1);
(ii) automatic conversion of the Series C Preferred pursuant
to clause (a)(iii) of Section 4.l.(1), provided such automatic
conversion occurs at the closing of a firmly underwritten public
offering pursuant to an effective registration statement under the
Securities Act of 1933, as amended, covering the offer and sale of
Common Stock for the account of the Corporation;
(iii) other than as provided in (ii) above, provided that at
least six (6) months have elapsed since the closing of the first public
offering of Common Stock for the account of the Corporation pursuant to
an effective registration statement under the Securities Act of 1933, as
amended, automatic conversion of the Series C Preferred pursuant to
clause (a)(iii) of Section 4.l.(1); or
(iv) provided that at least six (6) months have elapsed since
the closing of the first public offering of Common Stock for the account
of the Corporation pursuant to an effective registration statement under
the Securities
1.
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Act of 1933, as amended, conversion of the Series C Preferred pursuant
to Section 4.a."
FOUR: The amendment to the Corporation's Certificate of Incorporation
set forth above was duly adopted by the Board of Directors of the
Corporation, and approved by the Stockholders in accordance with the
provisions of Section 228 and 242 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, PHARSIGHT CORPORATION has caused this Certificate of
Amendment of Certificate of Incorporation to be signed by its Secretary in
Mountain View, California this 27th day of July, 2000.
PHARSIGHT CORPORATION
By: /s/ Lyn Chambers
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LYN CHAMBERS
Secretary
2.
