EXHIBIT 3.0
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
HCI DIRECT, INC.
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Pursuant to Sections 228 and 242 of
the General Corporation Law of the
State of Delaware
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HCI DIRECT, INC., a corporation organized and existing under and by virtue
of the provisions of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:
FIRST: That the first paragraph of Article FOURTH of the Corporation's
Restated Certificate of Incorporation is amended in its entirety to read as set
forth below:
"FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 73,000,000 shares, consisting of (i) 60,000,000
shares of common stock , par value $0.01 per share (the "Common Stock"), (ii)
1,000,000 shares of class A common stock, par value $0.01 per share (the "Class
A Common Stock"), and (iii) 12,000,000 shares of preferred stock, par value
$0.01 per shares (the "Preferred Stock"), which includes 5,000,000 shares of
Pay-In-Kind Preferred Stock, par value $0.01 per share, having the powers,
preferences and rights, and qualifications, limitations and restrictions set
forth in paragraph C below. "
And further, that the second sentence of subsection 1 of paragraph C of
Article FOURTH of the Restated Certificate of Incorporation is amended to read
in its entirety as follows:
"The authorized number of shares of Pay-In-Kind Preferred Stock shall be
5,000,000 shares."
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SECOND: That the foregoing amendment was duly adopted by written consent of
the stockholders in accordance with the provisions of Sections 228 and 242 of
the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, HCI DIRECT, INC. has caused this Certificate to be
executed in its corporate name this 19th day of September, 2000.
HCI DIRECT, INC.
By: /s/ Philip G. Whalen
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Name: Philip G. Whalen
Title: President & Chief Executive
Officer
