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EXHIBIT 3.01
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
CENTAUR PHARMACEUTICALS, INC.
Centaur Pharmaceuticals, Inc., a Delaware corporation, does hereby certify
that the following amendment to the corporation's Restated Certificate of
Incorporation have been duly adopted in accordance with the provisions of
Section 242 of the Delaware General Corporation Law, with the approval of such
amendment by the corporation's stockholders having been given by written consent
without a meeting in accordance with Sections 228(d) and 242 of the Delaware
General Corporation Law:
Article VIII of the Restated Certificate of Incorporation, relating to the
ability of the stockholders to act by written consent is amended to read in its
entirety as follows:
"Effective immediately after the closing of an underwritten public offering
of shares of the corporation's Common Stock in which shares of the corporation's
Common Stock are listed on the SWX Swiss Exchange, the Swiss New Market, the
Neuer Markt of the Frankfurt Exchange, the New York Stock Exchange, the American
Stock Exchange or the Nasdaq National Market, actions shall be taken by the
corporation's stockholders only at annual or special meetings of stockholders,
and the corporation's stockholders shall not be able to act by written consent."
IN WITNESS WHEREOF, said corporation has caused this Certificate of
Amendment to be signed by its duly authorized officer this 29th day of November
2000 and the foregoing facts stated herein are true and correct.
CENTAUR PHARMACEUTICALS, INC.
a Delaware corporation
By: /s/ Paul L. Wood
-----------------------------------
Paul L. Wood, President
