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Exhibit 4.1
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 50,000,000
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
