Certificate of Amendment to Amended and Restated Certificate of Incorporation of SeaChange International, Inc.

Contract Categories: Business Formation › Articles of Amendment
Summary

SeaChange International, Inc. has amended its Amended and Restated Certificate of Incorporation. The amendment, approved by the Board of Directors and stockholders, increases the total number of authorized shares to 105,000,000, consisting of 100,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock, each with a par value of $0.01 per share. This change was executed in accordance with Delaware law and signed by the company's President on May 24, 2000.

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EX-4.1 2 0002.txt CERT. OF AMEND. OF AMEND. & RESTATED CERT. OF INC. EXHIBIT 4.1 ----------- CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SEACHANGE INTERNATIONAL, INC. SeaChange International, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the Board of Directors of the Corporation adopted resolutions proposing and declaring advisable the following amendments to the Amended and Restated Certificate of Incorporation of the Corporation: RESOLVED: That the first paragraph of Article FOURTH of the Corporation's Amended and Restated Certificate of Incorporation as amended to date shall be amended to read in its entirety as follows: "FOURTH. The total number of shares of all classes of capital ------ stock which the Corporation shall have authority to issue is 105,000,000 shares, consisting of 100,000,000 shares of Common Stock with a par value of $.01 per share (the "Common Stock") and 5,000,000 shares of Preferred Stock with a par value of $.01 per share (the "Preferred Stock"). SECOND: The foregoing amendment to the Amended and Restated Certificate of Incorporation of the Corporation was duly adopted by vote of the stockholders of the Corporation in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by William C. Styslinger, III, its President, this 24th day of May, 2000. By: /s/ William C. Styslinger, III ----------------------------------- William C. Styslinger, III President