<PAGE> 1
EXHIBIT 3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ALLERGAN, INC.,
A Delaware Corporation
Allergan, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware (the "Corporation"),
through its duly authorized officer and by authority of its Board of Directors,
does hereby certify:
1. In accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware, at a meeting of the Board of Directors
of the Corporation held on January 24, 2000, a resolution was duly adopted
setting forth a proposed amendment to the Certificate of Incorporation of the
Corporation, declaring said amendment to be advisable and directing that said
amendment be submitted to the stockholders of the Corporation for consideration
thereof at the next annual meeting of the stockholders. The resolution setting
forth the proposed amendment is as follows:
"RESOLVED FURTHER, that the officers of the Corporation be, and are
hereby authorized and directed to include in the Proxy Statement to be sent
to Stockholders in connection with the Annual Meeting of Stockholders a
proposal to amend Article 4 of Corporation's Certificate of Incorporation
to read in its entirety as follows, which amendment this Board of Directors
hereby deems to be advisable and hereby approves:
"ARTICLE 4: Authorized Capital Stock
The aggregate number of shares which the Corporation shall have
authority to issue is 305,000,000 to be divided into (a) 300,000,000
shares of Common Stock, par value $.01 per share, and (b) 5,000,000
shares of Preferred Stock, par value $.01 per share.
The Board of Directors is hereby empowered to cause the Preferred
Stock to be issued from time to time for such consideration as it may
from time to time fix, and to cause such Preferred Stock to be issued
in series with such voting powers and such designations, preferences,
and relative,
<PAGE> 2
participating, optional or other special rights as designated by the
Board of Directors in the resolutions providing for the issue of such
series. Shares of Preferred Stock of any one series shall be identical
in all respects."
2. That thereafter, pursuant to resolution of its Board of Directors, in
accordance with Section 242 of the General Corporation Law of the State of
Delaware, the Corporation's stockholders approved the foregoing amendment by the
necessary number of shares of capital stock of the Corporation, as required by
statute and by the Certificate of Incorporation, at the annual meeting of
stockholders held April 26, 2000, which was held upon notice in accordance with
Section 222 of the General Corporation Law of the State of Delaware.
3. That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment of Certificate of Incorporation to be signed by Francis R. Tunney,
Jr., its duly authorized officer, this 1st day of May, 2000.
ALLERGAN, INC.
By: /s/ Francis R. Tunney
---------------------------------
Francis R. Tunney, Jr.
Corporate Vice President -
Administration, General
Counsel and Secretary
2
