EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO
THE RESTATED CERTIFICATE OF INCORPORATION
OF
CYTOGEN CORPORATION
CYTOGEN CORPORATION, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY as follows:
FIRST: That Article FIFTH of the Restated Certificate of Incorporation, as
amended, of the Corporation is hereby amended to read, in its entirety, as
follows:
"FIFTH: A. Total Capital Stock. The total number of shares of all classes
of capital stock which the Corporation shall have authority to issue is TWO
HUNDRED FIFTY FIVE MILLION FOUR HUNDRED THOUSAND (255,400,000) shares, of which
TWO HUNDRED FIFTY MILLION (250,000,000) shall be shares of Common Stock, $0.01
par value per share ("Common Stock"), and FIVE MILLION FOUR HUNDRED THOUSAND
(5,400,000) shares shall be Preferred Stock, $0.01 par value per share
("Preferred Stock").
B. Common Stock. Each holder of Common Stock shall be entitled to one vote
for each share of Common Stock held on all matters on which holders of Common
Stock shall be entitled to vote.
C. Preferred Stock. The Board of Directors of the Corporation is authorized
to cause the Preferred Stock to be issued in one or more series, with such
voting powers, full or limited, or no voting powers, and with such designations,
preferences and relative, participating, optional or other special rights and
qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions providing for the issue of such stock
adopted by the Board of Directors. The Board of Directors of the Corporation is
expressly authorized to adopt such resolution or resolutions and to issue such
stock as may be desirable.
D. Residual Rights. All rights accruing to the outstanding shares of the
Corporation not expressly provided for to the contrary herein shall be vested in
the outstanding shares of Common Stock and Preferred Stock pari passu."
SECOND: That the aforesaid amendments were duly adopted by the Board of
Directors and by the stockholders of the Corporation in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its duly elected President on this 14th day of May, 2000.
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CYTOGEN CORPORATION
By: /s/ H. Joseph Reiser
H. Joseph Reiser, Ph.D.
President and Chief Executive Officer
