<PAGE> 1
Exhibit 3.2
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION OF
DIGITAL BIOMETRICS, INC.
The undersigned, John J. Metil, the Chief Operating Officer of Digital
Biometrics, Inc., a corporation existing under the laws of the State of Delaware
(the "Corporation"), does hereby certify as follows:
FIRST: The amendment to the Corporation's Certificate of Incorporation
set forth below was duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware and has been duly
adopted by the stockholders of the Corporation, to whom written notice has been
given in accordance with Section 222 of the General Corporation Law of the State
of Delaware.
SECOND: Article FOURTH of the Certificate of Incorporation of the
Corporation is hereby amended to read in its entirety as follows:
FOURTH
1. Authorized Shares.
The total number of shares of capital stock which this Corporation is
authorized to issue is forty-five million (45,000,000), of which forty million
(40,000,000) shares shall be common stock, $.01 par value ("Common Stock"), and
five million (5,000,000) shall be preferred stock, $.01 par value ("Preferred
Stock").
2. Common Stock.
A. Each share of Common Stock shall have one vote.
B. Subject to any preferential rights of holders of Preferred
Stock, holders of Common Stock shall be entitled to receive their pro
rata share, based upon the number of shares of Common Stock held by
them, of such dividends or other distributions as may be declared by
the Board of Directors from time to time, and of any distribution,
after the payment or provision for payment of debts and other
liabilities of this Corporation, of the assets of this Corporation upon
its liquidation, dissolution or winding up, whether voluntary or
involuntary.
<PAGE> 2
3. Preferred Stock.
A. The Board of Directors is hereby authorized to provide, by
resolution or resolutions adopted by the Board, for the issuance of
Preferred Stock from time to time in one or more class and/or series,
to establish the designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, and number of shares of each such class or
series, as stated and expressed herein and in the resolution or
resolutions providing for the issue of such class and/or series adopted
by the Board of Directors as hereinafter provided. Without limiting the
generality of the foregoing, the Board is authorized to provide that
shares of a class or series of Preferred Stock:
(i) are entitled to cumulative, partially cumulative
or noncumulative dividends or other distributions payable in
cash, capital stock or indebtedness of this Corporation or
other property, at such times and in such amounts as are set
forth in the resolution or resolutions establishing such class
or series or as are determined in a manner specified in such
resolution or resolutions;
(ii) are entitled to a preference with respect to
payment of dividends over one or more other class and/or
series of capital stock of this Corporation;
(iii) are entitled to a preference with respect to
any distribution of assets of this Corporation upon its
liquidation, dissolution or winding up over one or more other
class and/or series of capital stock of this Corporation in
such amount as is set forth in the resolution or resolutions
establishing such class or series or as is determined in a
manner specified in such resolution or resolutions;
(iv) are redeemable or exchangeable at the option of
this Corporation and/or on a mandatory basis for cash, capital
stock or indebtedness of this Corporation or other property,
at such times or upon the occurrence of such events, and at
such prices, as are set forth in the resolution or resolutions
establishing such class or series or as are determined in a
manner specified in such resolution or resolutions;
(v) are entitled to the benefits of such sinking
fund, if any, as is required to be established by this
Corporation for the redemption and/or purchase of such shares
by the resolution or resolutions establishing such class or
series;
(vi) are convertible at the option of the holders
thereof into shares of any other class or series of capital
stock of this Corporation, at such times or upon the
occurrence of such events, and upon such terms, as are set
forth in the resolution or resolutions establishing such class
or series or as are determined in a manner specified in such
resolution or resolutions;
<PAGE> 3
(vii) are exchangeable at the option of the holders
thereof for cash, capital stock or indebtedness of this
Corporation or other property, at such times or upon the
occurrence of such events, at such prices, as are set forth in
the resolution or resolutions establishing such class or
series or as are determined in a manner specified in such
resolution or resolutions;
(viii) are entitled to up to one vote per share upon
all matters presented to the stockholders and will vote
together with the holders of common stock as one class on all
matters, except as otherwise provided by this Certificate of
Incorporation or required by law; and
(ix) are subject to restrictions on the issuance of
additional shares of Preferred Stock of such class or series
or of any other class or series, or on the reissuance of
shares of Preferred Stock of such class or series or of any
other class or series, or on increases or decreases in the
number of authorized shares of Preferred Stock of such class
or series or of any other class or series.
Without limiting the generality of the foregoing authorizations, any of
the rights and preferences of a class or series of Preferred Stock may be made
dependent upon facts ascertainable outside the resolution or resolutions
establishing such class or series, and may incorporate by reference some or all
of the terms of any agreements, contracts or other arrangements entered into by
this Corporation in connection with the issuance of such class or series. Unless
otherwise specified in the resolution or resolutions establishing a class or
series of Preferred Stock, holders of a class or series of Preferred Stock shall
not be entitled to cumulate their votes in any election of directors in which
they are entitled to vote and shall not be entitled to any preemptive rights to
acquire shares of any class or series of capital stock of this Corporation.
IN WITNESS WHEREOF, Digital Biometrics, Inc. has caused this
Certificate to be executed by John J. Metil, its authorized officer, on this 6th
day of October, 2000.
/s/ John J. Metil
-----------------------------------------
John J. Metil
Its Chief Operating Officer
