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EXHIBIT 3.1a
CORRECTION TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF PENSON WORLDWIDE, INC.
PENSON WORLDWIDE, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
ARTICLE ONE
The name of the Corporation is Penson Worldwide, Inc.
ARTICLE TWO
The Amended and Restated Certificate of Incorporation of the
Corporation was filed with the Secretary of State of Delaware on September 14,
2000, and such Amended and Restated Certificate of Incorporation requires
correction as permitted by Section 103(f) of the General Corporation Law of the
State of Delaware ("DGCL").
ARTICLE THREE
The inaccuracy or defect in Paragraph A of Article IV of the Amended
and Restated Certificate of Incorporation to be corrected is as follows: The
reference to the par value of the common and preferred stock of Penson
Worldwide, Inc. was stated incorrectly as "$0.001". The referenced par value
should have been $0.01.
ARTICLE FOUR
Paragraph A of Article IV of the Amended and Restated Certificate of
Incorporation in its corrected form, shall read as follows:
"A. Authorized Shares. The aggregate number of shares that the Company
shall have authority to issue is Seventy Five Million (75,000,000), (a)
Sixty Five Million (65,000,000) shares of which shall be Common Stock,
par value $0.01 per share, and (b) Ten Million (10,000,000) shares of
which shall be Preferred Stock, par value $0.01 per share."
[Signature next page]
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IN WITNESS WHEREOF, Penson Worldwide, Inc. has caused this Certificate
of Correction to be signed by its President this 22nd day of September, 2000.
PENSON WORLDWIDE, INC.
By: /s/ DANIEL P. SON
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Daniel P. Son, President
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