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EXHIBIT 3.5
CERTIFICATE OF AMENDMENT OF
THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CALYPTE BIOMEDICAL CORPORATION
Calypte Biomedical Corporation, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Company"), DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Company (the "Board"), at a
meeting held on April 19, 2000, duly adopted resolutions setting forth a
proposed amendment of the Amended and Restated Certificate of Incorporation of
the Company, declaring said amendment to be advisable and authorizing and
directing the officers and directors of the Company to solicit the consent of
the stockholders of the Company for consideration thereof.
Therefore, the first paragraph of Article IV of the Amended and Restated
Certificate of Incorporation of the Company is hereby amended to read as
follows:
"IV: The Corporation is authorized to issue two classes of shares of
stock to be designated, respectively, Common Stock, $0.001 par
value, and Preferred Stock, $0.001 par value. The total number
of shares that the Corporation is authorized to issue is
55,000,000 shares. The number of shares of Common Stock
authorized is 50,000,000 and the number of shares of Preferred
Stock authorized is 5,000,000."
SECOND: That, thereafter, the necessary number of shares of the Company's
capital stock, as required by the General Corporation Law of the State of
Delaware, voted in favor of the foregoing amendment at the annual meeting of
the stockholders held on June 13, 2000;
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware; and
FOURTH: That said amendment shall become effective on July 19, 2000.
IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment of
the Amended and Restated Certificate of Incorporation to be signed by Nancy E.
Katz, its President, Chief Executive Officer, and Chief Financial Officer, this
19th day of July, 2000.
CALYPTE BIOMEDICAL CORPORATION
By: /s/ Nancy E. Katz
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Its: Nancy E. Katz
President, Chief Executive Officer and
Chief Financial Officer
