EXHIBIT 4(e)
CERTIFICATE OF AMENDMENT
OF
RESTATED ARTICLES OF INCORPORATION
OF
PHARMOS CORPORATION
A Nevada Corporation
The undersigned hereby certify as follows:
1. That they are the President and Secretary, respectively, of Pharmos
Corporation, a Nevada Corporation (the "Corporation");
2. That the original Articles of Incorporation of the Corporation were
filed in the Office of the Secretary of State of the State of Nevada on the 20th
day of December, 1982;
3. That the Restated Articles of Incorporation of the Corporation were
filed in the Office of the Secretary of State of the State of Nevada on the 29th
day of October, 1992;
4. That capital has been paid to the Corporation, and stock of the
Corporation has been issued;
5. That at a meeting of the Corporation's Board of Directors (the "Board")
held on May 7, 1999, the Board unanimously consented to and approved an
amendment (the "Amendment") to the first paragraph of Article FOURTH of the
Corporation's Restated Articles of Incorporation to increase the Corporation's
authorized capital stock to 80 million shares of Common Stock.
6. That at a meeting of the Corporation's stockholders held on October 13,
1999, the Corporation's stockholders voted for the Amendment, and that,
therefore, the first paragraph of Article FOURTH of the Corporation's Restated
Articles of Incorporation is amended to read as follows:
"FOURTH. The total number of shares of stock which the corporation
shall have authority to issue is eighty-one million two hundred fifty
thousand (81,250,000), of which stock eighty million (80,000,000) shares of
the par value of three cents ($0.03) each, amounting in the aggregate to
Two Million Four Hundred Thousand Dollars ($2,400,000), shall be Common
Stock, and of which one million two hundred fifty thousand (1,250,000)
shares of the par value of three cents ($0.03) each, amounting in the
aggregate to Thirty-Seven Thousand Five Hundred Dollars ($37,500), shall be
Preferred Stock."
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Amendment of Restated Articles of Incorporation on this 20th day of October,
1999.
------------------------
Gad Riesenfeld
President
------------------------
Robert W. Cook
Secretary
