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EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
OF
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
THE MEDICINES COMPANY
THE MEDICINES COMPANY, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY as follows:
At a meeting of the Board of Directors of said Corporation, a resolution
was duly adopted pursuant to Section 242 of the General Corporation Law of the
State of Delaware setting forth an amendment to the Amended and Restated
Certificate of Incorporation of the Corporation and declaring said amendment to
be advisable.
The stockholders of the Corporation duly approved said proposed amendment
by written consent in accordance with Sections 228 and 242 of the General
Corporation Law of the State of Delaware, and written notice of such consent has
been given or will be given to all stockholders who have not consented in
writing to said amendment. The resolution setting forth the amendment is as
follows:
RESOLVED: That the first paragraph of Article FOURTH of the Second Amended and
Restated Certificate of Incorporation of the Corporation be and
hereby is deleted in its entirety and the following paragraphs are
inserted in lieu thereof:
FOURTH: That upon the filing of this Certificate of Amendment of this
Second Amended and Restated Certificate of Incorporation with the
Secretary of State of Delaware (the "Effective Date"), a 0.73-for-1
reverse stock split of the Corporation's Common Stock shall become
effective, pursuant to which each share of Common Stock outstanding
and held of record by each stockholder of the Corporation (including
treasury shares) immediately prior to the Effective Date shall be
reclassified and combined into 0.73 shares of Common Stock
automatically and without any action by the holder thereof upon the
Effective Date and shall represent one share of Common Stock from and
after the Effective Date. No fractional shares
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of Common Stock shall be issued as a result of such reclassification
and combination. In lieu of any fractional shares to which the
stockholder would otherwise be entitled, the Corporation shall pay
cash equal to such fraction multiplied by the then fair market value
of the Common Stock as determined by the Board of Directors of the
Corporation.
The total authorized capital stock of the Corporation shall be One
Hundred Twelve Million Five Hundred Fifty Thousand (112,550,000)
shares, consisting of Seventy Five Million (75,000,000) shares of
Common Stock, par value of $0.001 per share (the "Common Stock"), and
Thirty-Seven Million Five Hundred Fifty Thousand (37,550,000) shares
of Preferred Stock, par value of $1.00 per share (the "Preferred
Stock").
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IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by its President this ___ day of _______, 2000.
THE MEDICINES COMPANY
By:
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Name: Clive A. Meanwell
Title: President
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