EXHIBIT 3.2
RESTATED CERTIFICATE OF INCORPORATION
OF
MEDICAL TECHNOLOGY VENTURES, INC.
A DELAWARE CORPORATION
Medical Technology Ventures, Inc., a Delaware close corporation
organized and existing under the laws of the State of Delaware, hereby certifies
as follows:
1. The name of the Corporation is Medical Technology Ventures, Inc., a
Delaware close corporation. Medical Technology Ventures, Inc. was originally
incorporated under the same name, and the original Certificate of Incorporation
of the Corporation was filed with the Secretary of State of the State of
Delaware on May 29, 1984.
2. Pursuant to Section 346 of the General Corporation Law of the State
of Delaware, the Corporation voluntarily terminates its status as a close
corporation and ceases to be subject to such Section 346. This termination has
been approved by a vote of the holders of record of at least two- thirds of the
shares of each class of stock of the Corporation which are outstanding.
3. Pursuant to Sections 242 and 245 of the General Corporation Law of
the State of Delaware, this Restated Certificate of Incorporation restates and
integrates and further amends the provisions of the Certificate of Incorporation
of this Corporation.
4. The corporation shall no longer be a Delaware close corporation.
From this day forward, the corporation shall be treated as a Delaware general
corporation.
5. The text of the Restated Certificate of Incorporation as heretofore
amended or supplemented is hereby restated and further amended to read in it
entirety as follows:
CERTIFICATE OF INCORPORATION
OF
MEDICAL TECHNOLOGY VENTURES, INC.
1. The name of the Corporation is MEDICAL TECHNOLOGY VENTURES, INC., a
Delaware corporation.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of the registered agent at such address is The
Corporation Trust Company.
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3. The total number of shares of stock which the Corporation shall have
authority to issue is 20,000,000 shares of Common Stock, with a par value of
$.001.
4. The Corporation is to have perpetual existence.
5. The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute and all rights conferred upon stockholders
herein are granted subject to this reservation.
6. A Director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.
IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been
signed by Edward G. Greger, Chief Executive Officer of the Corporation, this
21st day of August, 2000.
MEDICAL TECHNOLOGY VENTURES, INC.
By: /S/ EDWARD G. GREGER
---------------------------------
EDWARD G. GREGER, Chief Executive
Officer
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