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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
UNITED ROAD SERVICES, INC.
The undersigned, the Chief Executive Officer of United Road Services,
Inc., a Delaware corporation (the "Corporation"), does hereby certify as
follows:
1. The name of the Corporation is United Road Services, Inc.
2. Article FOURTH of the Corporation's Amended and Restated
Certificate of Incorporation (the "Certificate of Incorporation") is hereby
amended and restated in its entirety as follows:
FOURTH. The 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 shall have
the authority to issue is 40,000,000 shares of capital stock divided
into (a) 35,000,000 shares of Common Stock having a par value of $0.01
per share, and (b) 5,000,000 shares of Preferred Stock having a par
value of $0.001 per share.
Effective at 11:59 p.m. on May 4, 2000, (the "Effective
Time"), all issued and outstanding shares of Common Stock ("Existing
Common Stock") shall be and hereby are automatically combined and
reclassified as follows: each ten shares of Existing Common Stock
shall be combined and reclassified (the "Reverse Split") as one share
of issued and outstanding Common Stock ("New Common Stock"), provided
that there shall be no fractional shares of New Common Stock. In the
case of any holder of fewer than ten shares of Existing Common Stock
or any number of shares of Existing Common Stock which, when divided
by ten, does not result in a whole number (a "Fractional Share
Holder"), the fractional share interest of New Common Stock held by
such Fractional Share Holder as a result of the Reverse Split shall be
canceled and such Fractional Share Holder shall be entitled to receive
an amount in cash equal to the value, based on the market price, of
such fractional share interest at the Effective Time.
The Corporation shall, through its transfer agent, provide
certificates representing New Common Stock to holders of Existing
Common Stock in exchange for certificates representing Existing Common
Stock. From and after the Effective Time, certificates representing
shares of Existing Common Stock are
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hereby canceled and shall represent only the right of the holders
thereof to receive New Common Stock.
From and after the Effective Time, the term "New Common
Stock" as used in this Article FOURTH shall mean Common Stock as
provided in the Certificate of Incorporation.
3. The foregoing amendment was duly approved and adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware and the By-Laws of the Corporation at a meeting of the Board of
Directors of the Corporation held on May 2, 2000, at which a quorum was present
and acting throughout. The Board of Directors declared the advisability of the
amendment and directed that the amendment be submitted to the stockholders of
the Corporation for approval.
4. At a Special Meeting of the Stockholders of the Corporation held on
May 4, 2000, duly called and held in accordance with the provisions of Section
222 of the General Corporation Law of the State of Delaware, a majority of the
shares of the outstanding Common Stock entitled to vote thereon were voted in
favor of the amendment in accordance with Section 242 of the General Corporation
Law of the State of Delaware.
5. This amendment shall be effective as of the Effective Time.
The undersigned, being the Chief Executive Officer of the Corporation,
for purposes of amending its Certificate of Incorporation pursuant to the
General Corporation Law of the State of Delaware, acknowledges that it is his
act and deed and that the facts stated herein are true, and has signed this
instrument on May 4, 2000.
UNITED ROAD SERVICES, INC.
By: /s/ Gerald R. Riordan
----------------------------
Gerald R. Riordan
Chief Executive Officer
ATTEST:
/s/ Donald J. Marr
----------------------------
Donald J. Marr
Chief Financial Officer
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