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Exhibit 3.2
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
AT&T LATIN AMERICA CORP.
AT&T Latin America Corp. (the "CORPORATION"), a corporation
organized and existing under the laws of the State of Delaware, for the purpose
of amending its Amended and Restated Certificate of Incorporation, does hereby
certify as follows:
FIRST: That the Board of Directors of the Corporation, by
action taken by unanimous written consent, duly adopted a resolution setting
forth the following proposed amendment to the Certificate of Incorporation of
the Corporation and declaring such amendment to be advisable:
The first sentence of Article Fourth, Section A is hereby
deleted in its entirety and the following sentence is inserted in its place:
"The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is
460,000,000 shares consisting of: (1) 300,000,000 shares of
Class A Common Stock, par value $0.0001 (the "CLASS A COMMON
STOCK"), (2) 150,000,000 shares of Class B Common Stock, par
value $0.0001 (the "CLASS B COMMON STOCK" and, together with
the Class A Common Stock, the "COMMON STOCK") and (3)
10,000,000 shares of Preferred Stock, par value $0.001 per
share (the "PREFERRED STOCK")."
SECOND: That at a meeting of the stockholders of the
Corporation, the stockholders have approved the adoption of the foregoing
amendment in accordance with Section 242 of the General Corporation Law of the
State of Delaware, and that the minutes of such meeting have been filed with the
minutes of the proceedings of the stockholders of the Corporation.
THIRD: Effective immediately upon the filing of this
Certificate of Amendment to the Amended and Restated Certificate of
Incorporation in the office of the Secretary of State of the State of Delaware
(the "EFFECTIVE TIME"):
(a) each share of previously existing Class A common stock,
par value $0.01 per share, of the Corporation issued and outstanding or
held in treasury shall be and hereby is converted into and reclassified
as 2,000 shares of Class A common stock, par value $0.0001 per share,
of the Corporation. Certificates which prior to the Effective Time
represented shares of Class A common stock, par value $0.01, of the
Corporation shall, at the Effective Time, be hereby canceled and upon
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presentation of the canceled certificates to the Corporation, the
holders thereof shall be entitled to receive certificate(s)
representing the shares of Class A common stock of the Corporation into
which such canceled shares have been converted; and
(b) each share of previously existing Class B common stock,
par value $0.01 per share, of the Corporation issued and outstanding or
held in treasury shall be and hereby is converted into and reclassified
as 2,000 shares of Class B common stock, par value $0.0001 per share,
of the Corporation. Certificates which prior to the Effective Time
represented shares of Class B common stock, par value $0.01, of the
Corporation shall, at the Effective Time, be hereby canceled and upon
presentation of the canceled certificates to the Corporation, the
holders thereof shall be entitled to receive certificate(s)
representing the shares of Class B common stock of the Corporation into
which such canceled shares have been converted.
FOURTH: That the foregoing amendment of the Amended and
Restated Certificate of Incorporation was duly adopted pursuant to the
applicable provisions of Sections 141 and 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, the undersigned, being a duly authorized
officer of the Corporation, for the purpose of amending the Certificate of
Incorporation of the Corporation pursuant to Section 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 has hereunto set his hand, this 12th day of June, 2000.
/s/ GARY A. SWENSON
--------------------------
Name: Gary A. Swenson
Title: Secretary
