**Exhibit3.2**

 

**CERTIFICATE OF AMENDMENT**

**TO**

**CERTIFICATE OF INCORPORATION**

**OF**

**EBIX.COM, INC.**

 

ebix.com, Inc., acorporation duly organized and existing under the General Corporation Law ofthe State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

 

# 1.             That at ameeting of the Board of Directors of the Corporation, resolutions were dulyadopted setting forth a proposed amendment (the “Amendment”) of the Certificateof Incorporation of the Corporation, as amended (the “Certificate ofIncorporation”), declaring said amendment to be advisable and calling for thesubmission of the Amendment to the stockholders of the Corporation forconsideration thereof.  The resolutionsetting forth the Amendment is as follows:

 

RESOLVED, that,subject to stockholder approval at a special meeting of stockholders, thefollowing new paragraphs be added to the end of Article IV of the Certificateof Incorporation and that such paragraphs read in their entirety as follows:

** **

**Conversion of Common Stock.**

 

Effective at 12:01 a.m., New York City time, on October 1, 2002, (a)each eight (8) shares of issued and outstanding Common Stock shallautomatically, without the necessity of any further action on the part of theholder thereof, be converted into and reclassified as one (1) share of CommonStock.  Upon the occurrence of theconversion and reclassification effected by this Article IV (the “Conversion”),each certificate for outstanding shares of Common Stock dated prior to theeffective date of the Conversion (each an “Old Certificate”) shall evidence,and be deemed to evidence, the number of shares of Common Stock into which theshares previously evidenced by such Old Certificate shall have been convertedand reclassified in accordance with this Article IV, and the Conversion shallbecome effective in accordance with the terms hereof, whether or not any or allof the Old Certificates shall have been surrendered or new certificatesevidencing the number of shares of Common Stock into which such shares havebeen converted and reclassified have been issued in accordance with Article IVhereof.

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**Subsequent Reissuance of Certificates.**

 

Following the occurrence of the Conversion, each holder of shares ofCommon Stock shall receive a letter of transmittal from the Corporation’stransfer agent and shall either (a) surrender each Old Certificate evidencingany such shares pursuant to the instructions in such letter of transmittal or(b) notify the Corporation that such Old Certificate has been lost, stolen ordestroyed and execute an agreement satisfactory to the Corporation to indemnifythe Corporation from any loss incurred by it in connection with the reissuanceof such lost, stolen or destroyed Old Certificate.  The Corporation shall thereupon issue and deliver, or cause to beissued and delivered, to such holder a certificate or certificates, in the nameshown on such Old Certificate, for the number of whole shares of Common Stockinto which the shares of Common Stock evidenced by the surrendered (or lost,stolen or destroyed) Old Certificate have been converted and reclassified,dated as of the date on which the Conversion became effective.  The Corporation shall not be obligated toissue any certificate evidencing shares of Common Stock in connection with theConversion except in accordance with this Article IV.

** **

**Fractional Shares.**

 

Notwithstanding the foregoing, no fraction of a share of Common Stockshall be issued by virtue of the Conversion, but in lieu thereof, each holderof shares of Common Stock who would otherwise be entitled to a fraction of ashare of Common Stock by virtue of the Conversion (after aggregating allfractional shares of Common Stock to be received by such holder) shall receivefrom the Corporation the number of shares of Common Stock the holder wouldotherwise be entitled to by virtue of the Conversion, rounded up to the nextnumber of whole shares of Common Stock.

** **

**Par Value of Common Stock.**

 

The par value of the Common Stock as set forth above shall remainunchanged by the Conversion.

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# 2.             Thatthereafter, pursuant to a resolution of the Board of Directors, a specialmeeting of the stockholders of the Corporation was duly called and held, uponnotice and otherwise in accordance with Sections 211 and 222 of the GeneralCorporation Law of the State of Delaware, on September 30, 2002, at whichmeeting the necessary number of shares as required by statute were voted toapprove said Amendment.

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# 3.             The Amendmentto the Certificate of Incorporation herein certified has been duly adopted inaccordance with the provisions of Section 242 of the General Corporation Law ofthe State of Delaware.

 

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IN WITNESSWHEREOF, the Corporation has caused this certificate to be signed by its dulyauthorized officer this 30th day of September 2002.

 
|   | ebix.com, Inc. |
|--------|----------------|
|   |           |   |
|   |           |   |
|   |           |   |
|   | By:            | /s/ Richard J. Baum |   |
|   |           | Richard J. Baum |
|   |           | Executive Vice  President – Finance and Administration, |
|   |           | Chief Financial Officer  and Secretary |

 

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