**Exhibit 3.2**

 

**CERTIFICATE OFAMENDMENTOFCERTIFICATE OF INCORPORATIONOFCENTIV, INC.**

 

Centiv, Inc. (the “**Corporation**”),a corporation organized and existing under and by virtue of the GeneralCorporation Law of the State of Delaware (the “**Act**”), DOES HEREBY CERTIFYTHAT:

 

1.                                       Thefollowing amendment was duly adopted in accordance with the provisions ofSection 242 of the Act, and approved at an annual meeting of thestockholders of the Corporation, held upon notice in accordance withSection 222 of the Act, at which meeting the necessary number of shares asrequired by the Act were voted in favor of the amendment.

 

2.                                       Section 1of Article Fourth of the Corporation’s Certificate of Incorporation ishereby amended and restated to read in its entirety as follows:

 

1. **AuthorizedShares**.  Effective upon thefiling of this Certificate of Incorporation, the total number of shares ofcapital stock of all classes which the Corporation shall have authority toissue is 40,000,000 shares of which 5,000,000 shall be shares of PreferredStock with a par value of $0.001 per share (“Preferred Stock”), and 35,000,000shall be shares of Common Stock with a par value of $0.001 per share (“CommonStock”).

 

(a) **Conversion of Common Stock**.  At the time of the filing of this Certificate of Amendment with theSecretary of State of the State of Delaware, the Corporation shall effect aone-for-three reverse stock split pursuant to which every three shares of theCorporation’s Common Stock issued and outstanding or held in treasury on thedate hereof (the “**Old Common Stock**”) will be automaticallyconverted into one new share of Common Stock. Upon the occurrence of thereclassification effected by this Section 1(a) (the “**Conversion**”), eachcertificate representing shares of Old Common Stock shall automaticallyevidence, and shall be deemed to evidence, ownership of the number of shares ofCommon Stock into which the shares previously evidenced by such certificateshall have been reclassified in accordance with this Section 1(a), and theConversion shall become effective in accordance with the terms hereof, whetheror not any or all of the certificates evidencing Old Common Stock shall havebeen surrendered or new certificates or other evidence of the numbers of sharesof Common Stock into which such shares have been reclassified have been issuedin accordance with Section 1(b) hereof.

 

(b) **Subsequent Reissuance of Certificates**.  Promptly following the Conversion, theCorporation or its agent will notify each holder of shares of Old Common Stockof the Conversion and provide instructions as to how to receive certificatesevidencing New Common Stock. The Corporation shall issue and deliver to eachholder of shares of Old Common Stock that either (a) surrenders eachcertificate evidencing any such shares at the office of the Corporation or (b)notifies the Corporation that such certificate has been lost, stolen,mutilated, or destroyed and executes an agreement satisfactory to theCorporation to indemnify the Corporation from any loss incurred by it inconnection with the reissuance of such lost, stolen, mutilated, or destroyedcertificate, a certificate or certificates, or other evidence of ownership, inthe name shown on such certificate evidencing Old Common Stock, for the numberof whole shares of Common Stock into which the shares of Old Common Stockevidenced by the surrendered (or lost, stolen, mutilated, or destroyed)certificate have been reclassified, dated as of the date on which theConversion becomes effective. The Corporation shall not be obligated to issueany certificate evidencing

 

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shares ofCommon Stock in connection with the Conversion except in accordance with thisSection 1(b).

 

(c)  **Fractional Shares**.Notwithstanding the foregoing, the Corporation shall not issue, nor pay anycash for, fractional shares to those stockholders entitled to a fractionalinterest in a share of Common Stock issued pursuant to the Conversion. Insteadall fractional shares held by a stockholder shall be aggregated and eachfractional share that results from such aggregation shall be rounded up to theto the next whole share of Common Stock.

 

IN WITNESSWHEREOF, Centiv, Inc. has caused this certificate to be signed by John P.Larkin, its Chief Executive Officer, and attested by Thomas M. Mason, itsSecretary, this 11th day of June, 2003.

 
|                 |             |   |   |   |   | Centiv, Inc.                                |
|----------------------|------------------|--------|--------|--------|--------|---------------------------------------------|
|                 |             |   |   |   |   |                                        |
|                 |             |   |   |   |   | /s/  John P. Larkin                    |   |
|                 |             |   |   |   |   | By: John P.  Larkin                         |
|                 |             |   |   |   |   | Its:  President and Chief Executive Officer |
|                 |             |   |   |   |   |                                        |
| Attested:            |             |   |   |   |   |                                        |
|                 |             |   |   |   |   |                                        |
| /s/ Thomas  M. Mason |             |   |   |   |   |
| By:                  | Thomas M.  Mason |   |   |   |   |
| Its:                 | Secretary        |   |   |   |   |
|                      |                  |        |        |        |        |                                             |  |  |  |  |  |  |

 

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