EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
eGLOBE, INC.
eGlobe, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), does hereby certify as
follows:
eGlobe, Inc. (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware, does hereby
certify as follows:
FIRST: That in accordance with the requirements of Section
242 of the General Corporation Law of the State of Delaware, the Board of
Directors of the Corporation, acting at a meeting of the directors of the
Corporation at which a quorum was present duly adopted resolutions proposing and
declaring advisable a reverse stock split of the Common Stock outstanding and
recommending that such proposal be submitted to the stockholders of the
Corporation for their consideration, action and approval.
SECOND: Article 4 of the Restated Certificate of
Incorporation of this Corporation, as previously amended, shall be further
amended by adding a new paragraph to the end of said Article 4, which new
paragraph shall read as follows:
"Upon the filing and effectiveness (the "Effective Time") of a
certificate pursuant to the Delaware General Corporation Law
to reflect the addition of this paragraph to Article 4 of the
Corporation's Restated Certificate of Incorporation, each 4.7
shares of the Common Stock, $.001 par value per share (the
"Old Common Stock"), issued and outstanding immediately prior
to the Effective Time shall be reclassified as and changed
into one (1) validly issued, fully paid and non-assessable
share of the Corporation's common stock, $.001 par value per
share (the "New Common Stock"), without any action by the
holder thereof. The Corporation shall not issue fractions of
shares of New Common Stock in connection with such
reclassification. Stockholders who, immediately prior to the
Effective Time, own a number of shares of Old Common Stock
which is not evenly divisible by 4.7 shall, with respect to
such fractional interest, be entitled to receive from the
Corporation in lieu of fractions of shares of New Common Stock
an amount in cash equal to the product obtained by multiplying
$.3125 by the number of shares of Old Common Stock held by
such stockholder which is not evenly divisible by 4.7. Each
certificate that theretofore represented shares of Old Common
Stock shall thereafter represent that number of shares of New
Common Stock into which the shares of Old Common Stock
represented by such certificate shall have been reclassified;
provided, however, that each person holding of record a stock
certificate or certificates that represented shares of Old
Common Stock shall receive, upon surrender of such certificate
or certificates, a new certificate or certificates evidencing
and representing the number of shares of New Common Stock to
which such person is entitled under the foregoing
reclassification."
<PAGE>
THIRD: That thereafter, pursuant to resolution of the Board
of Directors, at least a majority of the outstanding stock of the Corporation
entitled to vote thereon, acting at a meeting of stockholders of the Corporation
at which a quorum was present in accordance with the General Corporation Law of
the State of Delaware, duly approved the aforesaid amendment to the Restated
Certificate of Incorporation of the Corporation.
FOURTH: That the aforesaid amendment to the Restated
Certificate of Incorporation of the Corporation was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.
FIFTH: That the aforesaid amendment to the Restated
Certificate of Incorpation of the Corporation shall be effective as of 12:01
a.m. on November 13, 2000.
<PAGE>
IN WITNESS WHEREOF, eGlobe, Inc. has caused this Certificate of
Amendment to the Restated Certificate of Incorporation to be duly executed in
accordance with Section 103 of the General Corporation Law of the State of
Delaware this 31st day of October 2000.
eGLOBE, INC.
By: /s/ Christopher J. Vizas
-------------------------------------
Christopher J. Vizas
Chairman of the Board of Directors
and Chief Executive Officer
