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EXHIBIT 4.2
CERTIFICATE OF AMENDMENT
TO THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ART TECHNOLOGY GROUP, INC.
Pursuant to Section 242 of the
Corporation law of the State of Delaware
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ART TECHNOLOGY GROUP, INC. (the "Company"), organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify:
That at a duly called meeting of the Board of Directors of the Company
at which a quorum was present at all times, a resolution was duly adopted,
pursuant to Sections 141(f) and 242 of the General Corporation Law of the State
of Delaware, setting forth an amendment of the Amended and Restated Certificate
of Incorporation of the Company and declaring said amendment to be advisable.
Said amendment was approved by the stockholders of the Company at a duly called
meeting at which a quorum was present at all times. The amendment is as follows:
That the Article FOURTH of the Amended and Restated Certificate of Incorporation
of the Company be further amended to increase the authorized number of shares of
the Company's Common Stock, $.01 par value per share (the "Common Stock"), from
100,000,000 to 500,000,000
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by Paul G. Shorthose, its President, this 7th day of
June, 2000.
ART TECHNOLOGY GROUP, INC.
By: /s/ Paul G. Shorthose
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Paul G. Shorthose
President
