EXHIBIT 3.2
CERTIFICATE OF
AMENDMENT
TO
FOURTH AMENDED AND
RESTATED
CERTIFICATE OF
INCORPORATION
OF
ACCESS INTEGRATED TECHNOLOGIES,
INC.
The
undersigned, being the President of Access Integrated Technologies,
Inc., a Delaware corporation (the “Corporation”),
pursuant to Section 242 of the General Corporation Law of the State
of Delaware, as amended (the “DGCL”), does hereby
certify as follows:
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Pursuant to a
unanimous written consent of the Board of Directors of the
Corporation (the “Board”), the Board adopted
resolutions (the “Amending Resolutions”) to further
amend the Corporation’s Fourth Amended and Restated
Certificate of Incorporation of the Corporation, as filed with the
Delaware Secretary of State on November 14, 2003;
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Pursuant to a
majority vote of the Corporation’s Shareholders in accordance
with Section 242 of the DGCL, the holders of the
Corporation’s outstanding capital stock voted in favor of the
Amending Resolutions; and
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The Amending
Resolutions were duly adopted in accordance with Section 242 of the
DGCL.
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NOW, THEREFORE,
to effect the Amending Resolutions, Article Fourth of the
Certificate of Incorporation shall be deleted in its entirety and
replaced as follows:
“FOURTH:
Capitalization : The total number of shares of
capital stock that the Corporation shall have authority to issue is
One Hundred Five Million (105,000,000) shares as
follows: (i) Ninety Million (90,000,000) shares of
common stock, of which Seventy-Five Million (75,000,000) shares
shall be Class A Common Stock, par value $0.001 per share (the
“Class A Common Stock”), and Fifteen Million
(15,000,000) shares shall be Class B Common Stock, par value $0.001
per share (the “Class B Common Stock”); and (ii)
Fifteen Million (15,000,000) shares of preferred stock, par value
$0.001 per share (the “Preferred Stock&rdquo