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EXHIBIT 3.2
DRAFT
CERTIFICATE OF ELIMINATION
OF THE SERIES C CONVERTIBLE PREFERRED STOCK OF
E-CENTIVES, INC.
Pursuant to Section 151(g)
of the General Corporation Law
of the State of Delaware
e-centives, Inc., a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), in accordance with the
provisions of Section 151(g) of the General Corporation Law of the State of
Delaware, hereby certifies as follows:
1. That, pursuant to Section 151 of the General
Corporation Law of the State of Delaware and authority granted in the
Certificate of Incorporation of the Corporation, as theretofore amended, the
Board of Directors of the Corporation, by resolution duly adopted, authorized
the issuance of a series of 2,330,000 shares of Series C Convertible Preferred
Stock, having a par value of $.01 per share (the "Series C Preferred Stock"),
and established the voting powers, designations, preferences and relative,
participating and other rights, and the qualifications, limitations or
restrictions thereof, and on February 18, 2000, filed a Certificate of
Designation with respect to such Series C Preferred Stock in the office of the
Secretary of State of the State of Delaware.
2. That no shares of said Series C Preferred Stock are
outstanding and no shares thereof will be issued subject to said Certificate of
Designation.
3. That the Board of Directors of the Corporation has
adopted the following resolutions:
WHEREAS, immediately after the automatic conversion
of all of the shares of Series C Preferred Stock, no shares of
Series C Preferred Stock will be outstanding and no shares of
such Series C Preferred Stock will be issued subject to said
Certificate of Designation.
RESOLVED, that all matters set forth in the
Certificate of Designation with respect to such Series C
Preferred Stock be eliminated from the Certificate of
Incorporation, as heretofore amended, of the Corporation after
such automatic conversion of the Series C Preferred Stock.
RESOLVED FURTHER, that the officers of the
Corporation be, and hereby are, authorized and directed to
file, at such time as no shares of Series C Preferred Stock
are outstanding, a Certificate of
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Elimination with the office of the Secretary of State of the
State of Delaware setting forth a copy of these resolutions
whereupon all matters set forth in the Certificate of
Designation with respect to such Series C Preferred Stock
shall be eliminated from the Certificate of Incorporation, as
heretofore amended, of the Corporation.
4. That, accordingly, all matters set forth in the
Certificate of Designation with respect to such Series C Preferred Stock be, and
hereby are, eliminated from the Certificate of Incorporation, as heretofore
amended, of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused this
certificate to be signed by Kamran Amjadi, its Chief Executive Officer, and
attested by Mehrdad Akhavan, its President, Chief Operating Officer and
Secretary, this __ day of August, 2000.
E-CENTIVES, INC.
By:
-------------------------------------
Kamran Amjadi
Chief Executive Officer
Attest:
By:
------------------------------------
Mehrdad Akhavan
President, Chief Operating Officer
and Secretary
