<PAGE>
Exhibit 3.2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
NOVISTAR, INC.
Novistar, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify:
The amendment to the Corporation's Certificate of Incorporation set forth
in the following resolution approved by the Corporation's Board of Directors and
stockholders was duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware:
"RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by striking Article FOUR in its entirety and replacing therefor:
4. The authorized capital stock of the Corporation shall consist of
twenty-three million (23,000,000) shares, divided into three million (3,000,000)
shares of preferred stock, $.01 par value ("Preferred Stock"), and twenty
million (20,000,000) shares of Common stock, $.01 par value ("Common Stock").
A. Series Preferred Stock. The Board of Directors is hereby expressly
vested with the authority to adopt a resolution or resolutions providing for
the issue of authorized but unissued shares of Preferred Stock, which shares may
be issued from time to time in one or more series and in such amounts as may be
determined by the Board of Directors in such resolution or resolutions. The
powers, voting powers, designations, preferences, and relative, participating,
optional or other rights, if any, of each series of Preferred Stock and the
qualifications, limitations or restrictions, if any, of such preferences and/or
rights (collectively, the "Series Terms"), shall be such as are stated and
expressed in a resolution or resolutions providing for the creation or revision
of such Series Terms (a "Preferred Stock Series Resolution") adopted by the
Board of Directors. The Board of Directors may issue shares of any series of
Preferred Stock for such consideration as determined by the Board of Directors.
The powers of the Board of Directors with respect to the Series Terms of a
particular series shall include, but not be limited to, determination of the
following:
(1) The number of shares constituting that series and the distinctive
designation of that series, or any increase or decrease (but not below the
number of shares thereof then outstanding) in such number;
(2) The dividend rate on the shares of that series, whether such
dividends, if any, shall be cumulative, and, if so, the date or dates from
which dividends payable on such shares shall accumulate, and the relative
rights of priority, if any, of payment of dividends on shares of that
series;
(3) Whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;
<PAGE>
(4) Whether that series shall have conversion privileges with respect
to shares of any other class or classes of stock or of any other series of
any class of stock, and, if so, the terms and conditions of such
conversion, including provision for adjustment of the conversion rate upon
occurrence of such events as the Board of Directors shall determine;
(5) Whether the shares of that series shall be redeemable, and, if so,
the terms and conditions of such redemption, including their relative
rights of priority, if any, of redemption, the date or dates upon or after
which they shall be redeemable, provisions regarding redemption notices,
and the amount per share payable in case of redemption, which amount may
vary under different conditions and at different redemption dates;
(6) Whether that series shall have a sinking fund for the redemption
or purchase of shares of that series, and, if so, the terms and amount of
such sinking fund;
(7) The rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution, or winding up of the Corporation,
and the relative rights of priority, if any, of payment of shares of that
series; and
(8) Any other designations, powers, preferences, and rights,
including, without limitation, any qualifications, limitations, or
restrictions thereof.
Any of the Series Terms, including voting rights, of any series may be made
dependent upon facts ascertainable outside the Certificate of Incorporation and
the Preferred Stock Series Resolution, provided that the manner in which such
facts shall operate upon such Series Terms is clearly and expressly set forth in
the Certificate of Incorporation or in the Preferred Stock Series Resolution."
2
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Certificate to be
signed and attested by its duly authorized officers, this 17th day of February,
2000.
NOVISTAR, INC.
By: /s/ THOMAS M. RAY III
--------------------------------------
Thomas M. Ray III, President and Chief
Executive Officer
Attest:
/s/ MARY LOU FRY
---------------------
Secretary
3
