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EXHIBIT 3.3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
DIADEXUS, INC.
DIADEXUS, INC., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That, by written consent of the Board of Directors of said
corporation as of November 18, 2000, resolutions were duly adopted setting forth
a proposed amendment to the Certificate of Incorporation of said corporation,
declaring said amendment to be advisable and directing its officers to submit
said amendment to the stockholders of said corporation for consideration
thereof. The resolutions setting forth the proposed amendment are as follows:
NOW, THEREFORE, BE IT RESOLVED, that Section B.3(b) of Article IV of
the Corporation's Certificate of Incorporation be amended to read as
follows:
"(b) Automatic Conversion. Each share of Preferred Stock shall
automatically be converted into shares of Common Stock at the Conversion
Price at the time in effect for such Preferred Stock immediately upon the
earlier of (i) this corporation's sale of its Common Stock in a firm
commitment underwritten public offering pursuant to a registration
statement on Form S-1 or any successor forms under the Securities Act of
1933, as amended, with a public offering price which is not less than
$10.00 per share (as adjusted for any stock splits, stock dividends,
combinations, recapitalizations and the like) and for aggregate proceeds of
not less than $20,000,000 (prior to any underwriting discounts or
commissions), provided that immediately after such sale, the Common Stock
will be listed for trading on a recognized North American or European stock
exchange, such as the Nasdaq National Market System (any such offering a
"Qualified Public
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Offering"), or (ii) the date specified by written consent or agreement of
the holders of at least 80% of the outstanding shares of Series A Preferred
Stock, Series B Preferred Stock and Series C Preferred Stock (voting
together as a single class on an as-converted basis)."
RESOLVED FURTHER, that the officers of the Corporation be, and each of
them hereby is, authorized, empowered and directed, on behalf of the
Corporation, to submit the foregoing amendment to the stockholders of the
Corporation for consideration thereof; and
RESOLVED FURTHER, that, following approval of the foregoing amendment
by the stockholders of the Corporation, the officers of the Corporation be,
and each of them hereby is, authorized, empowered and directed, on behalf
of the Corporation, to prepare or cause to be prepared and to execute a
Certificate of Amendment of the Corporation's Certificate of Incorporation,
to file or cause to be filed said Certificate of Amendment with the
Delaware Secretary of State, and to execute such other documents and take
such other actions as such officer or officers shall deem necessary,
appropriate or advisable in order to carry out the intent and purposes of
the foregoing resolutions.
SECOND: That, thereafter, by written consent of the holders of all of the
issued and outstanding shares of Common Stock, Series A Preferred Stock and
Series B Preferred Stock and the holders of a majority of the issued and
outstanding shares of Series C Preferred Stock of said corporation, the
necessary number of shares required by statute were voted in favor of the
amendment, and written notice of such action was duly given, all in accordance
with Section 228 of the General Corporation Law of the State of Delaware..
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
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IN WITNESS WHEREOF, DIADEXUS, INC. has caused this certificate to be signed
by Patrick Plewman, its Chief Executive Officer and President, this 18th day of
November, 2000.
DIADEXUS, INC.
By: /s/ Patrick Plewman
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Name: Patrick Plewman
Title: Chief Executive Officer and President
