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CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
DELCATH SYSTEMS, INC.
Delcath Systems, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That, by written consent of all the Directors and the
holders of a majority of the issued and outstanding capital stock of the
Corporation, the following resolution proposing an amendment to the Amended and
Restated Certificate of Incorporation of said Corporation was duly adopted. The
resolution setting forth the amendment is as follows:
RESOLVED: That Article FOURTH of the Amended and Restated Certificate
of Incorporation be amended by adding the following
paragraph of Article FOURTH thereof so that, as amended,
said article FOURTH shall be and read as follows:
"Each 1.26661011 shares of the Corporation's Common Stock, par
value $.01 per share, issued and outstanding as of the close of business on
October 11, 2000 shall be converted and reclassified into one (1) share of the
Corporation's Common Stock, par value $.01 per share, so that each share of the
Corporation's Common Stock $.01 par value per share, issued and outstanding is
hereby converted and reclassified. No fractional interests resulting from such
conversion shall be issued, but in lieu thereof, the Corporation will pay cash
for each currently issued and outstanding share of Common Stock, par value $.01
per share, representing such fractional interest at a price equal to the per
share price of the Corporation's Common Stock on October 11, 2000."
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SECOND: 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, said Delcath Systems, Inc. has caused this
certificate to be signed by M.S. Koly, its President and Chief Executive
Officer, this 11th day of October, 2000.
DELCATH SYSTEMS, INC.
By: /s/ M.S. Koly
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M.S. Koly, President and
Chief Executive Officer
