Exhibit 4(a)
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
NCT GROUP, INC.
NCT GROUP, INC., a Delaware corporation (the "Corporation") hereby certifies as
follows:
FIRST: That the Board of Directors of the Corporation, at a meeting of such
Board held on April 21, 2000, adopted a resolution proposing and declaring
advisable the following amendment to the Restated Certificate of Incorporation
of the Corporation, and declaring that such proposed amendment be submitted for
consideration by the stockholders of the Corporation entitled to vote in respect
thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that paragraph (a) of Article IV of the Restated Certificate of
Incorporation of the Corporation, be amended to read as follows:
(a) Authorized Shares. The total number of shares of stock which
the Corporation shall have authority to issue is 460,000,000 which
shall consist of 450,000,000 shares, $0.01 par value, designated as
Common Stock and 10,000,000 shares, $.10 par value, designated as
Preferred Stock.
SECOND: Paragraph (a) of Article IV of the Restated Certificate of
Incorporation, relating to the capitalization of the Corporation, is hereby
deleted and amended to read in its entirety as follows:
(a) Authorized Shares. The total number of shares of stock which
the Corporation shall have authority to issue is 460,000,000 which
shall consist of 450,000,000 shares, $.01 par value, designated as
Common Stock and 10,000,000 shares, $.10 par value, designated as
Preferred Stock.
THIRD: The amendment effected herein has been approved by the holders of at
least a majority of all the outstanding shares of the Corporation entitled to
vote thereon at the Annual Meeting of Stockholders of the Corporation held on
July 13, 2000.
FOURTH: The amendment effected herein was duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, NCT Group, Inc. has caused this Certificate of
Amendment to be signed by Michael J. Parrella, its Chairman and Chief Executive
Officer, and attested to by Irene Lebovics, its President and Secretary, this
18th day of July, 2000.
NCT Group, Inc.
By: /s/ MICHAEL J. PARRELLA
------------------------------
Michael J. Parrella, Chairman
and Chief Executive Officer
ATTEST:
By: /s/ IRENE LEBOVICS
-----------------------------
Irene Lebovics,
President and Secretary
