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EXHIBIT 3.1A
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.
3. The following amendments to the Certificate of Incorporation of the
Corporation, as hereto attached, have 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.
Article 7(h) of the Restated Certificate of Incorporation of the
Corporation is amended by deleting Article 7(h) thereof and replacing it with
the following:
7(h) "Excluded Stock" shall mean (i) up to 14,986,570 (as
adjusted equitably for stock dividends, stock splits, combinations,
etc.) shares of Common Stock issuable in connection with stock grants
or upon the exercise of stock options which are made or granted to
directors, officers, employees and consultants of the Corporation or
its subsidiaries pursuant to one or more stock option plans or
arrangements approved by the Board, (ii) up to 755,240 shares of Common
Stock granted and issued to John Blend pursuant to that certain
Restricted Stock Agreement between
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John Blend and the Corporation dated October 1999, (iii) up to 755,240
shares of Common Stock granted and issued to Robert Sharpe pursuant to
that certain Restricted Stock Agreement between Robert Sharpe and the
Corporation dated October 1999, (iv) 20,277,440 shares of Common Stock
issued to existing stockholders of the Corporation pursuant to that
certain Recapitalization Agreement by and among the Corporation and the
parties named therein dated as of August 13, 1999, (v) shares of Common
Stock issued upon conversion of shares of Series A Preferred Stock,
(vi) shares of Common Stock issued upon the exercise or conversion of
Common Stock Equivalents issued to lenders to the Corporation in
connection with any debt financing, (vii) shares of Common Stock issued
by the Corporation in connection with an acquisition of all or
substantially all of the capital stock or assets of another Person
(whether by way of merger, consolidation, recapitalization or
otherwise), (viii) shares issuable upon the exercise of options granted
to Glenn E. Montgomery, Jr. ("Montgomery"), Mark L. Epstein, Larry J.
Engelken and Scott M. Schley pursuant to the Employment Agreements
between the Corporation and each of the foregoing, and (ix) up to
509,012 shares of Series A Preferred Stock issued in exchange for
shares of Common Stock pursuant to that certain Agreement dated as of
August 13, 1999, by and among the Corporation, Montgomery, GMJM Stock
Partnership, Ltd., and InSight Capital Partners III, L.P.
IN WITNESS WHEREOF, the undersigned, being the Executive Vice President
of Finance of the Corporation, for the purpose of amending the Restated
Certificate of Incorporation of the Corporation pursuant to Sections 242 of the
General Corporation Law of the State of Delaware, does make and file this
Certificate, hereby declaring and certifying that the facts herein stated are
true, and accordingly have hereunto set my hand this 21st day of July, 2000.
CONVERGENT GROUP CORPORATION
By: /s/ Scott M. Schley
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Name: Scott M. Schley
Title: Executive Vice President of Finance
