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Exhibit 3.3
CERTIFICATE OF AMENDMENT
of the
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
of
NPS Pharmaceuticals, Inc.
The undersigned, being the President and Secretary of NPS Pharmaceuticals,
Inc. ("NPS" or the "Corporation"), do hereby certify and set forth that the
Certificate of Incorporation was originally filed with the Secretary of State
of Delaware on March 2, 1992, and was amended and restated in its entirety on
June 4, 1994 (the "Certificate of Incorporation").
1. Paragraph 4.1 of the Certificate of Incorporation which sets forth the
authorized capital stock of the Corporation is amended to read as follows:
4.1 This Corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total
number of shares which the Corporation is authorized to issue is Fifty
Million (50,000,000) shares. Forty-five million (45,000,000) shares shall
be Common Stock, each having a par value of one-tenth of one cent ($.001).
Five million (5,000,000) shares shall be Preferred Stock, each having a par
value of one-tenth of one cent ($.001).
2. This Certificate of Amendment was authorized by a unanimous resolution of
the Board of Directors followed by the affirmative vote of the holders of a
majority of all shares of capital stock of the Corporation entitled to vote
thereon at a meeting of the stockholders of the Corporation duly called and
held on the 15th day of December, 1999, a quorum being present.
This 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
to be executed by its President and attested to by its Secretary this 16th day
of December 1999.
ATTEST: NPS Pharmaceuticals, Inc.
/s/ James U. Jensen /s/ Hunter Jackson
_______________________________ _______________________________
James U. Jensen, Hunter Jackson, Ph.D.,
Secretary President
