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Exhibit 4.2
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MAIL.COM, INC.
Mail.com, Inc., a corporation duly organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify that:
1. The Amended and Restated Certificate of Incorporation of the
Corporation is hereby amended by deleting the first sentence of the first
paragraph of Article V thereof in its entirety and inserting the following in
lieu thereof:
The total number of shares of all classes of capital
stock that the Corporation is authorized to issue is
two hundred and twenty million (220,000,000) of which
one hundred and fifty million (150,000,000) shall be
shares of Class A Common Stock, par value one cent
($.01) per share, and ten million (10,000,000) shall be
shares of Class B Common Stock, par value one cent
($.01) per share, and sixty million (60,000,000) shall
be shares of Preferred Stock, par value one cent ($.01)
per share.
2. The Amended and Restated Certificate of Incorporation is hereby
further amended by adding the following at the end of Section 1 of
Article V thereof:
The number of authorized shares of Class A Common
Stock, Class B Common Stock or Preferred Stock may be
increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative
vote of the holders of a majority in voting power of
the stock of the Corporation entitled to vote generally
in the election of directors irrespective of the
provisions of Section 242(b)(2) of the General
Corporation Law of the State of Delaware.
3. The foregoing amendment was duly adopted in accordance with the
provisions of Sections 242 of the General Corporation Law of the State
of Delaware.
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IN WITNESS WHEREOF, Mail.com, Inc. has caused this Certificate to be
executed by its duly authorized officer, on this 6th day of June,
2000.
MAIL.COM, INC.
By: /s/ Gerald Gorman
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Name: Gerald Gorman
Office: Chairman and Chief Executive
Officer
