EXHIBIT 3
---------
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
NATIONAL DATACOMPUTER, INC.
It is hereby certified that:
FIRST: The name of the corporation is National Datacomputer, Inc.
------ (the "Corporation").
SECOND: The Certificate of Incorporation of the Corporation filed on
------ December 17, 1986, as amended from time to time thereafter, is hereby
amended by striking out the first paragraph of Article Fourth in its
entirety and by substituting in lieu of the following:
"FOURTH: The total number of shares of all class of stock which
the Corporation shall have authority to issue is thirty
million fifty thousand (30,050,000), of which thirty
million (30,000,000) shares are to be Common Stock, of
the par value of eight cents ($.08) each, and fifty
thousand (50,000) shares are to be Preferred Stock, of
the par value of one-tenth of one cent ($.001) each, of
which four thousand two hundred (4,200) shares have been
designated as Series B Convertible Preferred Stock, of
the par value of one-tenth of one cent ($.001) each, and
of which nine hundred (900) shares have been designated
as Series C Convertible Preferred Stock, of the par value
of one-tenth of one cent ($.001) each, and of which three
hundred fifty (350) shares have been designated as Series
D Convertible Preferred Stock, of the par value of
one-tenth of one cent ($.001) each, and of which five
hundred (500) shares have been designated as Series E
Convertible Preferred Stock, of the par value of
one-tenth of one cent ($.001), and of which one hundred
seventy five (175) shares have been designated as Series
F Convertible Preferred Stock, of the par value of
one-tenth of one cent ($.001), amounting in the aggregate
to Two Million Four Hundred Thousand Fifty and 00/100
Dollars ($2,400,050.00)."
THIRD: In lieu of a meeting and vote of the stockholders, stockholders
------ representing a majority of the shares of stock entitled to vote have
consented to said amendments in accordance with the provisions of
Section 228(a) and 242 of the General Corporation Law of the State of
Delaware, and written notice of the
1
<PAGE>
adoption of the amendments has been given as provided in Section 228
of the General Corporation Law of the State of Delaware to every
stockholder entitled to such notice, or notice thereof has been
waived pursuant to Section 229 of the General Corporation Law of the
State of Delaware.
FOURTH: The aforesaid amendment of the Certificate of Incorporation, as
------- amended, has been duly adopted in accordance with the applicable
provisions of Section 242, 141(f) and 228 of the General Corporation
Law of the State of Delaware.
EXECUTED, effective as of this 22nd day of May, 2000.
NATIONAL DATACOMPUTER, INC.
By: /s/ Malcolm M. Bibby
-------------------------------
Malcolm M. Bibby
President and Chairman of the Board
2
