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Exhibit 3.6
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
EVOKE COMMUNICATIONS, INC.
Evoke Communications, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), Does Hereby Certify:
First: The name of the corporation is Evoke Communications, Inc. (the
"Corporation" or the "Company").
Second: The date on which the Certificate of Incorporation of the
Corporation was originally filed with the Secretary of State of the State of
Delaware was April 17, 1997.
Third: The Board of Directors of the Corporation, acting in accordance
with the provisions of Sections 141 and 242 of the General Corporation Law of
the State of Delaware, adopted resolutions amending its Certificate of
Incorporation as follows:
1. The first paragraph of Article IV of the Restated Certificate of
Incorporation of the Corporation is hereby amended and restated to read in its
entirety as follows:
"Upon the effectiveness of this Certificate of Amendment, every three
(3) outstanding shares of Common Stock of the Corporation shall be split
and divided into two (2) shares of Common Stock and the par value of the
Common Stock shall be proportionately adjusted $.0015 per share. No
fractional shares shall be issued in connection therewith, and each
stockholder otherwise entitled to receive a fractional share shall receive
the next lower whole number of shares of Common Stock. This Corporation is
authorized to issue two classes of stock to be designated, respectively,
"Common Stock" and "Preferred Stock." The total number of shares which the
corporation is authorized to issue is one hundred seventeen million six
hundred sixty-six thousand six hundred sixty-six (117,666,666) shares,
sixty-four million six hundred sixty-six thousand six hundred sixty-six
(64,666,666) of which shall be Common Stock (the "Common Stock") and fifty-
three million (53,000,000) shares of which shall be Preferred Stock (the
"Preferred Stock"). The Preferred Stock shall have a par value of $.01 per
share and the Common Stock shall have a par value of $.0015 per share. The
Preferred Stock may be issued from time to time in one or more series. The
Board of Directors is hereby authorized, within the limitations and
restrictions stated in this Certificate of Incorporation, to fix or alter
the dividend rights, dividend rate, conversion rights, voting rights,
rights and terms of redemption (including sinking fund provisions), the
redemption price or prices, the liquidation preferences of any wholly
unissued series of Preferred Stock, and the number of shares constituting
any such series and the designation thereof, or any of them, and to
increase or decrease the
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number of shares of any series subsequent to the issue of shares of that
series, but not below the number of shares of such series then outstanding.
In case the number of shares of any series shall be so decreased, the
shares constituting such decrease shall resume the status which they had
prior to the adoption of the resolution originally fixing the number of
shares of such series."
2. Article IV.2.(c) of the Restated Certificate of Incorporation of the
Corporation shall be amended and restated to read in its entirety as follows:
"Class Vote Requirement. Except as otherwise provided herein, so long
as at least (i) 10% of the shares of the Series B Preferred issued under
the terms of the Series B Purchase Agreement, (ii) 10% of the shares of the
Series C Preferred issued under the terms of the Series C Purchase
Agreement, (iii) 10% of the shares of Series D Preferred issued under the
terms of the Series D Purchase Agreement or (iv) 10% of the shares of
Series E Preferred issued under the terms of the Series E Purchase
Agreement remain outstanding, without the affirmative vote of the Required
Holders, the Corporation will not (i) create, issue or authorize the
issuance of any additional Series Preferred or create or authorize any new
class or series of the Company's capital stock, (ii) amend the
Corporation's Certificate of Incorporation or Bylaws, (iii) engage in any
merger, consolidation, recapitalization, liquidation or sale of substantial
assets or substantially all of the assets outside the ordinary course of
business, (iv) engage in any acquisition of substantial assets outside the
ordinary course of business or engage in any business other than the
business of the Corporation, described in the Company's most recent annual
business plan approved by the Board of Directors of the Corporation and
activities incidental thereto, (v) increase the amount of Reserved Employee
Stock in excess of 5,000,000 (subject to adjustment for stock splits, stock
dividends and similar transactions), (vi) engage in any transaction with an
affiliate of the Corporation that is not approved by a majority of the
Corporation's disinterested directors, or (vii) increase the size of the
Board of Directors in excess of eight (8) directors."
In Witness Whereof, Evoke Communications, Inc. has caused this Certificate
of Amendment to be signed by its duly authorized officer this _____ day of June,
2000.
Evoke Communications, Inc.
By:_______________________________________________
Paul A. Berberian
President and Chief Executive Officer
