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Exhibit 3
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
BE FREE, INC.
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, Be Free, 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 as follows:
FIRST: That the Board of Directors of the Corporation, at a meeting duly
called and held on April 20, 2000 pursuant to Sections 141 and 242 of the
General Corporation Law of the State of Delaware, duly adopted resolutions
proposing and declaring advisable the following amendment to the Amended and
Restated Certificate of Incorporation of the Corporation:
RESOLVED: That the Amended and Restated Certificate of Incorporation of
the Corporation be amended so that the Fourth Article reads as
follows:
FOURTH. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 260,000,000 shares, consisting
of (i) 250,000,000 shares of Common Stock, $0.01 par value per share
("Common Stock"), and (ii) 10,000,000 shares of Preferred Stock, $0.01 par
value per share ("Preferred Stock").
SECOND: That at the Annual Meeting of Stockholders of the Corporation on
May 25, 2000 holders of a majority of the capital stock of the Corporation duly
approved said proposed Certificate of Amendment of the Amended and Restated
Certificate of Incorporation in accordance with Section 242 of the General
Corporation Law of the State of Delaware.
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IN WITNESS WHEREOF the Corporation has caused this Certificate of Amendment
to be signed by its Chief Executive Officer on this 25th day of May, 2000.
BE FREE, INC.
By: /s/ Gordon B. Hoffstein
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Gordon B. Hoffstein
Chief Executive Officer
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