Exhibit 3(a)(5)
CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION
OF LIFEPOINT, INC.
It is hereby certified that:
1. (a) The present name of the corporation (hereinafter called the
"Corporation") is LifePoint, Inc.
(b) The name under which the Corporation was originally incorporated
is U.S. Drug Testing, Inc.; and the date of filing the original certificate
of incorporation of the Corporation with the Secretary of State of the State
of Delaware is October 8, 1992.
2. The certificate of incorporation of the Corporation is hereby amended
by striking out paragraph A of Article FOURTH thereof and substituting in lieu
of said paragraph the following new paragraph:
"FOURTH: A. The total number of shares of stock (hereinafter
referred to as the "Capital Stock") which the Corporation shall have
authority to issue is 78,000,000, all of which shares shall have the
par value of $.001 per share, and the Capital Stock shall be divided
into two classes:
1. 3,000,000 of the shares shall be Preferred Stock.
2. 75,000,000 of the shares shall be Common Stock."
3. The certificate of incorporation of the Corporation is hereby amended
by striking out paragraph 1 of Article SEVENTH thereof and substituting in
lieu of said paragraph the following new paragraph:
"1. The management of the business and the conduct of the affairs
of the Corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be not
less than three (3) nor more than nine (9). The exact number of directors
shall be determined from time to time by a majority of the whole Board and
such number shall be five (5) until otherwise determined by a resolution
adopted by the majority of the whole Board. In the event that the number of
directors is increased by such a resolution of the whole Board, the vacancy
or vacancies so resulting shall be filled by a vote of a majority of the
directors then in office. No decrease in the number of directors shall
shorten the term of any incumbent director. The phrase "whole Board" and the
phrase "total number of directors" shall be deemed to have the same meaning,
to wit, the total number of directors which the Corporation would have if
there were no vacancies. No election of directors need be by written ballot."
4. The certificate of incorporation of the Corporation is hereby amended
by adding a new paragraph to Article SEVENTH thereof as follows:
"4. The Board of Directors shall be divided into three (3) classes
as nearly equal in number as possible, with the term of office of Class A
expiring at the annual meeting of stockholders in 2001, of Class B expiring
at the annual meeting of stockholders in 2002, and of Class C expiring at the
annual meeting of stockholders in 2003. At each annual meeting of
stockholders beginning with the annual meeting of stockholders held in 2001,
directors chosen to succeed those whose terms then expire shall be elected
for a term of office expiring at the third succeeding annual meeting of
stockholders after their election. When the number of directors is changed,
any newly created directorships or any decreases in directorships shall be
so apportioned among the classes as to make all classes as nearly equal in
numbers as possible. When the number of directors is increased by the Board
of Directors and the resultant vacancies are filled by the Board of Directors,
such additional directors shall serve only until the next annual meeting of
stockholders, at which time they shall be subject to election and
classification by the stockholders. In the event that any director is
elected by the Board to fill a vacancy, which occurs as a result of the death,
resignation or removal of another director, such director will hold office
until the annual meeting of stockholders at which the director who died,
resigned or was removed would have been required, in the regular order of
business, to stand for re-election, even though such term may thereby extend
beyond the next annual meeting of stockholders. Each director who is elected
as provided in this paragraph 4 of Article SEVENTH shall serve until his or
her successor is duly elected and qualifies."
5. The amendments of the certificate of incorporation herein certified
have been duly adopted in accordance with the provision of Section 242 of the
General Corporation Law of the State of Delaware.
Signed on August 30, 2000
/s/ Robert W. Berend
Robert W. Berend
Secretary
