Certificate of Amendment to Amended and Restated Certificate of Incorporation of Clarus Corporation

Summary

Clarus Corporation, a Delaware company, amended its Certificate of Incorporation following approval by its stockholders at the 2000 annual meeting. The amendment changes Article 4 to authorize the company to issue up to 105,000,000 shares, consisting of 100,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock, each with a par value of $0.0001 per share. All Common Stock shares have identical rights and one vote per share. The amendment was executed by the company's officers on June 13, 2000.

EX-4.1 2 0002.txt AMENDMENT TO AMENDED EXHIBIT 4.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLARUS CORPORATION The undersigned, being the Chairman, Chief Executive Officer and President of CLARUS CORPORATION, a Delaware corporation, hereby certifies that: 1. (a) The name of the Corporation is CLARUS CORPORATION (the "Corporation"). (b) The date of filing the original Certificate of Incorporation of the Corporation with the Secretary of State of Delaware was November 20, 1991. 2. The following amendment to the Corporation's Certificate of Incorporation was duly adopted by stockholders of the Corporation at the 2000 annual meeting of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the "Code"), and written notice of such meeting was given to all stockholders in accordance with Section 222 of the Code. 3. Article 4 of the Amended and Restated Certificate of Incorporation of the Corporation shall be amended by striking paragraph (a) of Article 4 in its entirety and replacing said paragraph with the following: 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 105,000,000 shares, of which 100,000,000 shares are Common Stock, $.0001 par value per share, and 5,000,000 shares are Preferred Stock, $.0001 par value per share. The rights and preferences of all outstanding shares of Common Stock shall be identical. The holders of outstanding shares of Common Stock shall have the right to vote on all matters submitted to a vote of the stockholders of the Corporation, on the basis of one vote per share of Common Stock owned. IN WITNESS WHEREOF, CLARUS CORPORATION, has caused this Certificate to be signed and attested by its duly authorized officers, this 13th day of June, 2000. CLARUS CORPORATION By: /s/ Stephen P. Jeffery ----------------------------------- Stephen P. Jeffery, Chairman, Chief Executive Officer and President ATTEST: /s/ Mark Gagne - -------------------------------- Mark Gagne, Secretary [CORPORATE SEAL] 2