EXHIBIT 3.3
CERTIFICATE OF CORRECTION
TO THE
CERTIFICATE OF INCORPORATION
OF
SFBC INTERNATIONAL, INC.
This Certificate of Correction to the Certificate of Incorporation of SFBC
International, Inc. (the "Company") is made pursuant to Section 103 of the
Delaware General Corporation Law (the "DGCL"). This Certificate of Correction is
being made to correct the inadvertent omission of language relating to the
description of preferred stock in the Certificate of Incorporation filed on
March 23, 1999. Upon the filing of this Certificate of Correction, the language
contained herein shall become a part of the Certificate of Incorporation and
shall be effective as of the date of its original filing as stated above.
1. Section 4 of the Certificate of Incorporation is corrected by adding
the language contained below:
The Preferred Stock is subject to issuance by the board of directors
(the "Board") in one or more series and classes by the filing a certificate
pursuant to the applicable law of the State of Delaware. The Preferred Stock
shall have such powers, preferences, designations, rights, qualifications,
limitations or restrictions as may be decided upon by the Company's board of
directors. Except as expressly limited by Section 228 and 242, DGCL, as amended
from time to time, or its successor legislation, as amended from time to time,
the authority of the Board with respect to each series shall include, but not be
limited to, determination of the following:
(i) Whether that series or class shall have voting rights, in
addition to the voting rights provided by law, and if so, the terms of
such voting rights;
(ii) The number of shares constituting that series or class
and the distinctive designation of that series;
(iii) The dividend rate on the shares of that series or class,
whether dividends shall be cumulative, and if so, from which date or
dates, and the relative rights of priority, if any, are paid on
dividends on shares of that series or class;
(iv) Whether that series or class shall have conversion
privileges, and if so, the terms and conditions of such conversion,
including provision for adjustment of the conversion rate in such
events as the Board shall determine;
(v) Whether or not the shares of that series or class shall be
redeemable, and if so, the terms and conditions of such redemption,
including the date or dates upon or after which they shall be
redeemable, and the amount per share payable in case of redemption,
which amount may vary under different conditions and at different
redemption dates;
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(vi) Whether that series or class shall have a sinking fund
for the redemption or purchase of shares of that series or class, and
if so, the terms and amount of such sinking fund;
(vii) The rights of the shares of that series or class in the
event of voluntary or involuntary liquidation, dissolution or winding
up of the Company, and the relative rights of priority, if any, of
payment of shares of that series or class; and
(viii) Any other relative rights, preferences and limitations
of that series or class.
I, THE UNDERSIGNED, HEREBY ACKNOWLEDGE that I have read the foregoing
Certificate of Correction to the Certificate of Incorporation and affirm and
acknowledge under penalty of perjury that the instrument is the act and deed of
the Company, and that all facts contained therein are true and correct.
Dated: October __, 2000 SFBC International, Inc.
By: /s/ ARNOLD HANTMAN
-----------------------------------------
Arnold Hantman, Chief Executive Officer
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