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Exhibit 3.2
ARTICLES OF AMENDMENT
TO
RESTATED ARTICLES OF INCORPORATION
OF
INTELLON CORPORATION
Pursuant to Section 607.1006, Florida Statutes, the Restated Articles of
Incorporation of Intellon Corporation are hereby amended as follows:
FIRST: The first paragraph of Article III of the Restated Articles of
Incorporation is hereby amended by deleting the text of such paragraph in its
entirety and substituting the following paragraph in lieu thereof:
The total number of shares of all classes of capital stock that the
Corporation shall have authority to issue is 135,000,000 shares, comprised of
100,000,000 shares of common stock with a par value of $.01 per share (the
"Common Stock") and 35,000,000 shares of preferred stock with a par value of
$.01 per share (the "Preferred Stock"). A description of the respective classes
of stock and a statement of the powers, designations, preferences and relative
participating, optional or other special rights and privileges, and the
qualifications, limitations and restrictions of the Preferred Stock and Common
Stock are set forth below:
SECOND: Section 9(d) of Article III of the Restated Articles of
Incorporation is hereby amended by deleting the text of such provision in its
entirety and substituting the following provision in lieu thereof:
(d) For purposes of this Section 9, the term "New Securities"
means any shares of Common Stock, whether authorized now or in the future,
and any rights, or options or warrants to purchase, or any securities
convertible into, shares of Common Stock; provided, however, that the
following shall not constitute New Securities: (i) securities issued
pursuant to the acquisition of another business entity by the Corporation
by merger, purchase of substantially all of the assets of such entity, or
other reorganization whereby the Corporation owns more than 50% of the
voting power of such entity; (ii) securities issued pursuant to any
arrangement approved by the Corporation's Board to employees, officers and
directors of, or consultants, advisors or other persons performing
services to the Corporation or its subsidiaries; (iii) securities issued
in connection with any stock split, stock dividend, or recapitalization of
the Corporation; (iv) Common Stock issued upon exercise or conversion of
any Convertible Security if the Holders elected not to purchase such
Convertible Security pursuant to this Section 9; (v) shares of Preferred
Stock issued as dividends on outstanding shares of Preferred Stock; (vi)
Common Stock issued upon exercise of the Warrants issued pursuant to that
certain Warrant Agreement dated as of March 23, 1994, and the Warrants
issued to Alex. Brown & Sons Incorporated pursuant to separate Series
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B Preferred Stock Warrants dated April 15, 1996, June 27, 1996, and June
27, 1996 (collectively, the foregoing are referred to as the "Warrants");
(vii) shares of Series C Preferred Stock issued pursuant to Section 8(g)
of the Series C Purchase Agreement; and (viii) the sale of up to
1,375,000 shares of Series C Preferred Stock to Motorola, Inc. and/or its
affiliates for a per share price of no less than $5.00 payable in cash
and a stock purchase warrant exercisable for up to 500,000 shares of
Common Stock at a per share exercise price in each case of no less than
$5.00 (subject to adjustment in the event of a stock split, stock
dividend, recapitalization or other similar event) payable in cash and
subject to the performance and other conditions set forth in such
warrant.
THIRD: The foregoing amendments were adopted by the holders of
outstanding shares of common stock, Series A Convertible Preferred Stock, Series
B Convertible Preferred Stock and Series C Convertible Preferred Stock, being
the sole voting groups entitled to vote on the amendments, on August 28, 2000
and the number of votes cast for the amendments by the shareholders in each
voting group was sufficient for approval by that voting group.
IN WITNESS WHEREOF, the undersigned has caused these Articles of Amendment
to be executed and attested to by its duly authorized officer as of this 28th
day of August, 2000.
INTELLON CORPORATION
By:
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Horst G. Sandfort
President and Chief Executive Officer
STATE OF FLORIDA
COUNTY OF MARION
The foregoing instrument was acknowledged before me this 28th day of
August, 2000, by Horst G. Sandfort as President and Chief Executive Officer of
Intellon Corporation, on behalf of the Corporation.
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Printed Name:
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Notary Public, State of Florida
Personally Known or Produced Identification
Type of Identification Produced
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2
