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EXHIBIT 3.02
CERTIFICATE OF AMENDMENT
OF
FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
EROOM TECHNOLOGY, INC.
eRoom Technology, Inc. (the "Company"), a corporation organized and
existing under the General Corporation Law of the State of Delaware, does hereby
certify pursuant to Section 242 of the General Corporation Law:
FIRST: That the Board of Directors of the Company, by unanimous written
consent dated July 14, 2000, in accordance with the provisions of Section 141(f)
of the General Corporation Law of the State of Delaware, duly adopted a
resolution proposing and declaring advisable the following amendments to the
Fifth Amended and Restated Certificate of Incorporation of the Company:
RESOLVED: That, subject to the approval of the stockholders of
the Corporation, the first paragraph of Article Fourth of the
Fifth Amended and Restated Certificate of Incorporation (the
"CHARTER") of the Corporation be amended by deleting such
paragraph in its entirety and replacing it with the following:
"FOURTH. The total number of shares of all classes of stock which
the Corporation shall have authority to issue is sixty million
(60,000,000) shares of Common Stock, $0.01 par value per share
("Common Stock") twelve million nine hundred twelve thousand five
hundred fifty-four (12,912,554) shares of Preferred Stock (the
"Preferred Stock"), $0.01 par value per share, of which (i) three
million five hundred sixty-five thousand (3,565,000) shares shall
be designated Series A Convertible Preferred Stock ("Series A
Preferred Stock"), (ii) two million eight hundred and fifty-one
thousand sixty-five (2,851,065) shares shall be designated Series
B Convertible Preferred Stock ("Series B Preferred Stock"), (iii)
one million two hundred and fifty thousand (1,250,000) shares
shall be designated Series B-1 Convertible Preferred Stock
("Series B-1 Preferred Stock"), (iv) three million two hundred
thirty six thousand nine hundred eighteen (3,236,918) shares
shall be designated Series C Convertible Preferred Stock ("Series
C Preferred Stock") and (v) two million nine thousand five
hundred seventy one (2,009,571) shares shall be designated Series
D Convertible Preferred Stock (the "Series D Preferred Stock")."
That, subject to the approval of the stockholders of the
Corporation, Section B.6(a) of Article Fourth of the Charter of
the Corporation be
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amended by deleting such Section in its entirety and replacing it
with the following:
"6. MANDATORY REDEMPTION (a) At the request of the holders of 55%
of all outstanding shares of the Series A Preferred Stock, Series
B Preferred Stock, Series B-1 Preferred Stock and Series C
Preferred Stock, voting together as a single class on an
as-if-converted basis, the Corporation will, subject to the
conditions set forth in Subsection 6(b) below, on September 13,
2004 and on each of the first and second anniversaries thereof
(each such date being referred to hereinafter as a "Mandatory
Redemption Date"), redeem from each holder of shares of Series A
Preferred Stock, Series B Preferred Stock, Series B-1 Preferred
Stock, Series C Preferred Stock and Series D Preferred Stock
(collectively, the "Mandatory Redemption Preferred Stock"), at a
price equal to (i) $1.00 per share, plus any dividends declared
but unpaid thereon, with respect to the Series A Stockholders,
subject to appropriate adjustment in the event of any stock
dividend, stock split, combination or other similar
recapitalization affecting such shares (the "Series A Mandatory
Redemption Price"), (ii) $2.35 per share, plus any dividends
declared but unpaid thereon, with respect to the Series B
Stockholders, subject to appropriate adjustment in the event of
any stock dividend, stock split, combination or other similar
recapitalization affecting such shares (the "Series B Mandatory
Redemption Price"), (iii) $2.80 per share, plus any dividends
declared but unpaid thereon, with respect to the Series B-1
Stockholders, subject to appropriate adjustment in the event of
any stock dividend, stock split, combination or other similar
recapitalization affecting such shares (the "Series B-1 Mandatory
Redemption Price"), (iv) $4.80 per share, plus any dividends
declared but unpaid thereon, with respect to the Series C
Stockholders, subject to appropriate adjustment in the event of
any stock dividend, stock split, combination or other similar
recapitalization affecting such shares (the "Series C Mandatory
Redemption Price"), or (v) $10.45 per share, plus any dividends
declared but unpaid thereon, with respect to the Series D
Stockholders, subject to appropriate adjustment in the event of
any stock dividend, stock split, combination or other similar
recapitalization affecting such shares (the "Series D Mandatory
Redemption Price"), the following respective portions of the
number of shares of Mandatory Redemption Preferred Stock held by
such holder on the applicable Mandatory Redemption Date:
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Portion of Then-Outstanding
Shares of Mandatory Redemption
REDEMPTION DATE PREFERRED STOCK TO BE REDEEMED
September 13, 2004 33.33%
September 13, 2005 66.67%
September 13, 2006 All outstanding shares of
Mandatory Redemption
Preferred Stock"
SECOND: That the aforesaid amendments were duly adopted by written consent
of a majority of the stockholders of the Company in accordance with the
provisions of Sections 228 and 242 of the General Corporation Law of the State
of Delaware.
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IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to
be signed and attested by Jeffrey R. Beir, its President and Chief Executive
Officer, and attested to by Robert L. Lentz, its Senior Vice President of
Finance and Chief Financial Officer, this 14th day of July, 2000.
EROOM TECHNOLOGY, Inc.
By: /s/Jeffrey R. Beir
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Jeffrey R. Beir
President and Chief Executive Officer
Attest:
/s/Robert L. Lentz
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Robert L. Lentz
Senior Vice President of Finance and Chief Financial Officer
