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EXHIBIT 3.1(b)
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
RC TRANSACTION CORP.
RC TRANSACTION CORP., a corporation organized and existing under and by
virtue of the Delaware General Corporation Law (the "Corporation"), DOES HEREBY
CERTIFY THAT:
FIRST: The Board of Directors of this Corporation adopted a resolution
setting forth a proposed amendment of the Restated Certificate of Incorporation
of this Corporation (the "Current Certificate"). The resolutions setting forth
the proposed amendments is as follows:
"RESOLVED, that Paragraph 1. of the Current Certificate be amended in
its entirety to read as follows:
"1. NAME OF CORPORATION. The name of the corporation is Resources
Connection, Inc."
RESOLVED FURTHER, that Paragraphs 4(a), 4(b) and 4(c) of the Current
Certificate be amended in their entirety to read as follows:
"(a) The corporation is authorized to issue two classes of shares
designated "preferred stock" and "common stock." The aggregate number of
shares which the corporation shall have the authority to issue is
40,000,000 shares of capital stock, consisting of 35,000,000 shares of
common stock, par value $.01 per share, and 5,000,000 shares of preferred
stock, par value $.01 per share.
(b) The shares of common stock may be issued from time to time in
one or more series. The first series shall be designated as "Common Stock"
and shall consist of 25,000,000 shares, par value $.01 per share. The
second series shall be designated as "Class B Common Stock" and shall
consist of 3,000,000 shares, par value $.01 per share. The third series
shall be designated as "Class C Common Stock" and shall consist of
7,000,000 shares, par value $.01 per share. The relative rights,
preferences and limitations of Common Stock, Class B Common Stock and Class
C Common Stock are identical in all respects, except that: (i) the voting
power for the election of directors and for all other purposes is vested
exclusively in the holders of Common Stock, (ii) except as otherwise
required by the Delaware General Corporation Law, the holders of shares of
Class B and Class C Common Stock shall have no voting rights and their
consent shall not be required for the taking of any corporate action and
(iii) the corporation's board of directors is authorized to provide for the
conversion of shares of Class B Common Stock and shares of Class C Common
Stock into an equal number of shares of Common Stock and the conversion of
shares of Common Stock into an equal number of shares of Class B Common
Stock under such circumstances and in accordance with such provisions as
may
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be set forth in a stockholders agreement approved by the corporation's
board of directors and to which the corporation is a party.
(c) The corporation's board of directors is authorized to provide
for the issuance of any or all shares of the preferred stock in one or more
series, and to fix by resolution or resolutions the designations, powers,
preferences and relative, participating, optional or other special rights,
and the qualifications, limitations or restrictions, for each such series,
and the number of shares constituting any such series, and to increase or
decrease the number of shares of any series subsequent to the issuance
thereof, but not below the number thereof then outstanding."
RESOLVED FURTHER, that Paragraphs 4(e) and 4(f) set forth below be
added to the Current Certificate immediately following Paragraph 4(d):
"(e) Upon the filing in the Office of the Secretary of State of
Delaware of this Restated Certificate of Incorporation, each issued and
outstanding share of Class A Common Stock shall thereby and thereupon be
reclassified as and changed into one share of Common Stock and, in
addition, any right to acquire, or convert a share of outstanding stock
into, a share of Class A Common Stock shall thereby and thereupon be
reclassified as and changed into a right to acquire, or convert a share of
outstanding stock into, a share of Common Stock.
(f) Upon the consummation of the sale, in an underwritten public
offering, registered under the Securities Act of 1933, as amended, of
shares of common stock of the corporation, (A) immediately after which the
number of shares of common stock of the corporation then publicly held
constitute at least 20% of the outstanding shares of common stock, on a
fully diluted basis, and (B) which results in net cash proceeds to the
corporation and/or its stockholders in connection with any prior
underwritten registered public offerings of common stock, equals or exceeds
$25,000,000, (i) each share of Class B Common Stock and Class C Common
Stock shall automatically and simultaneously, without any action on the
part of the board of directors of this corporation, the stockholders of
this corporation or any other person, be converted into one share of Common
Stock and (ii) any right to acquire, or convert a share of outstanding
stock into, a share of Class B Common Stock or Class C Common Stock shall
automatically and simultaneously, without any action on the part of the
board of directors of this corporation, the stockholders of this
corporation or any other person, be converted into the right to acquire, or
convert a share of outstanding stock into, one share of Common Stock."
SECOND: Pursuant to the provisions of Section 228 of the Delaware General
Corporation Law, a majority of the stockholders of this Corporation consented to
the above amendment.
THIRD: That the above amendment was duly adopted in accordance with the
applicable provisions of Sections 141, 228 and 242 of the Delaware General
Corporation Law.
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IN WITNESS WHEREOF, this Corporation has caused this Certificate to be
signed by Donald Murray, its President and Chief Executive Officer, and attested
by Stephen Giusto, its Secretary, this 31st day of August, 2000.
RC TRANSACTION CORP.
/s/ Donald B. Murray
________________________________________________
Name: Donald B. Murray
Title: President and Chief Executive Officer
ATTEST:
/s/ Stephen J. Giusto
____________________________
Name: Stephen J. Giusto
Title: Secretary
