<PAGE> 1
EXHIBIT 3.1B
CERTIFICATE OF AMENDMENT TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
CONVERGENT GROUP CORPORATION
CONVERGENT GROUP CORPORATION, a corporation duly organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation Law"),
does hereby certify as follows:
1. The name of the corporation is Convergent Group Corporation
(hereinafter the "Corporation").
2. The Corporation's original Certificate of Incorporation was
initially filed with the Secretary of State of Delaware on April 7, 1994 and the
Corporation's Restated Certificate of Incorporation was filed with the Secretary
of State of Delaware on August 13, 1999. A Certificate of Amendment of
Certificate of Incorporation was filed with the Secretary of State of the State
of Delaware on July 21, 2000, and an Amended and Restated Certificate of
Incorporation (which in accordance with its terms has not yet become effective)
was filed with the Secretary of State of the State of Delaware on July 21, 2000.
3. The following amendment to the Certificate of Incorporation of the
Corporation has been duly adopted in accordance with Sections 141, 228 and 242
of the Delaware General Corporation Law, the Board of Directors of the
Corporation having adopted resolutions setting forth the proposed amendments to
the Restated Certificate of Incorporation, declaring their advisability, and
directing that they be submitted to the stockholders of the Corporation for
their approval; the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such
actions at a meeting at which all shares entitled to vote thereon were present
and voted having consented in writing to the adoption thereof; and written
notice of such adoptions by the stockholders without a meeting by less than
unanimous written consent to be given promptly to those stockholders from whom
such written consent was not received.
A. In order to effect a reverse split of the outstanding shares of the
Corporation's Common Stock, par value $0.001 per share, a new paragraph shall be
added as the second paragraph of Article III to read as follows:
Upon the filing of the Certificate of Amendment which adds
this paragraph to the Certificate of Incorporation (the "Effective
Time"), each two (2) issued and outstanding shares of Common Stock of
the Corporation, par value $0.001 per share, shall be automatically and
without any action on the part of the respective holders thereof
reclassified into one (1) share of Common Stock, par value $0.001 per
share. Pending the
<PAGE> 2
surrender of certificates representing the Common Stock reclassified
pursuant to the preceding sentence, each certificate therefor shall,
from and after the Effective Time, be deemed to represent the number of
shares of Common Stock into which the shares evidenced thereby were so
reclassified. No fractional shares of Common Stock shall be issued upon
the reclassification pursuant to this paragraph. The number of full and
fractional shares of Common Stock to which a holder is entitled upon
the reclassification pursuant to this paragraph shall be determined on
the basis of the total number of full and fractional shares being
reclassified held by such holder. Any remaining fraction of a share of
Common Stock shall be settled by a cash payment made by the Corporation
in an amount equal to such fraction multiplied by the fair market value
of the Common Stock as of the date that the Certificate of Amendment
with respect hereto is filed with the Secretary of State of the State
of Delaware, as such fair market value is determined by the Board of
Directors of the Corporation.. No change shall be made to the
authorized number of shares of Common Stock, which shall remain at
125,000,000 shares of Common Stock.
* * * * *
<PAGE> 3
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by a duly authorized officer this 21st day of July, 2000 and hereby
affirms that the facts stated herein are true.
CONVERGENT GROUP CORPORATION
By: /s/ Scott M. Schley
---------------------------------------
Name: Scott M. Schley
Title: Executive Vice President of Finance
