Exhibit 3.2
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
COLUMBIA LABORATORIES, INC.
----------------------
Columbia Laboratories, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:
FIRST: Article FOURTH of the Restated Certificate of Incorporation of
said corporation is hereby deleted in its entirety and replaced with the
following:
"The total number of shares of capital stock which the
Corporation is authorized to issue is one hundred one million
(101,000,000) shares, of which one hundred million (100,000,000) shares
shall be denominated Common Stock, $.01 par value per share ("Common
Stock"), and one million (1,000,000) shares shall be denominated
preferred stock, $.01 par value per share ("Preferred Stock").
The rights, preferences and limitations of the preferred class
of stock of the Corporation, as defined above, are set forth as
follows:
(1) The Preferred Stock may be issued from time to time in one
or more series, with such distinctive designations as may be stated in
the resolution or resolutions providing for the issue of such stock
from time to time adopted by the Board of Directors. The resolution or
resolutions providing for the issue of shares of a particular series
shall fix, subject to applicable laws and provisions of Article FOURTH
hereof, the designations, rights, preferences and limitations of the
shares of each such series. The authority of the Board of Directors
with respect to each series shall include, but not be limited to,
determination of the following:
(a) The number of shares constituting such series,
including the authority to increase or decrease such number, and the
distinctive designation of such series;
(b) The dividend rate of the shares of such series,
whether the dividends shall be cumulative and, if so, the date from
which they shall be cumulative, and the relative rights of priority, if
any, of payment of dividends on shares of such series;
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(c) The right, if any, of the Corporation to redeem
shares of such series and the terms and conditions of such redemption;
(d) The rights of the shares in case of a voluntary or
involuntary liquidation, dissolution or winding up of the Corporation,
and the relative rights of priority, if any, of payment of shares of
such series;
(e) The voting power, if any, for such series and the
terms and conditions under which such voting power may be exercised;
(f) The obligation, if any, of the Corporation to retire
shares of such series pursuant to a retirement or sinking fund or funds
of a similar nature or otherwise, and the terms and conditions of such
obligation;
(g) The terms and conditions, if any, upon which shares
of such series shall be convertible into or exchangeable for shares of
stock of any other class or classes, including the price or prices or
the rate or rates of conversion or exchange and the terms of
adjustments, if any; and
(h) Any other rights, preferences or limitations of the
shares of such series."
SECOND: The aforesaid amendment 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, Columbia Laboratories, Inc. has caused this
certificate to be signed by David L. Weinberg, its Vice President, Chief
Financial Officer, Treasurer and Secretary, this 31st day of May, 2000.
COLUMBIA LABORATORIES, INC.
By: /s/ David L. Weinberg
-----------------------------
Name: David L. Weinberg
Title: Vice President, Chief Financial
Officer, Treasurer and Secretary
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