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EXHIBIT 10.33
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PURCHASEPRO.COM, INC.
We the undersigned Senior Vice President and Assistant Secretary of
PurchasePro.com, Inc. do hereby certify that:
1. The Amended and Restated Articles of Incorporation of said corporation
are amended as follows: Article Second of the Amended and Restated Articles of
Incorporation is amended to read:
SECOND: The authorized capital stock of the Corporation shall consist
of a total of one hundred ninety-five million (195,000,000) shares of stock
which are divided into classes and which have such designations,
preferences, limitations and relative rights as follows:
A. One hundred ninety million (190,000,000) shares of common stock
with a par value of $.01 per share, designated as "Common Stock."
B. Five million (5,000,000) shares of preferred stock of $.001 par
value, designated as "Preferred Stock." The Board of Directors is vested
with the authority to authorize by resolution from time to time the
issuance of the Preferred Shares in one or more series, and to prescribe
the number of Preferred Shares within each such series and the voting
powers, designations, preferences, limitations, restrictions and relative
rights of each such series, including preferences and relative rights that
may be superior to the Common Shares.
2. The foregoing Amendment to the Amended and Restated Articles of
Incorporation has been duly approved by the Board of Directors.
3. The foregoing Amendment to the Amended and Restated Articles of
Incorporation has been duly approved by the required vote of stockholders in
accordance with section 78.390 of the Nevada Revised Statutes. The total number
of outstanding shares of Common Stock of the Corporation is 32,935,226 which
22,604,710 have voted in favor of the Amendment to the Amended and Restated
Articles of Incorporation. No shares of preferred stock are presently
outstanding. The number of shares voting in favor of the amendment
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equaled or exceeded the vote required. The percentage of vote required under the
Amended and Restated Articles of Incorporation in effect at the time of this
amendment was sixty-six and two-thirds percent (66-2/3%) of the outstanding
shares of the capital stock of the Corporation entitled to vote generally in the
election of directors (considered for this purpose as one class).
Dated: July 24, 2000
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/s/ Scott H. Miller
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Scott H. Miller
Senior Vice President
/s/ Scott H. Miller
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Scott H. Miller
Assistant Secretary
