<PAGE>   1
                                                                    EXHIBIT 3.2


               CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES
                                AND PRIVILEGES OF
                            SERIES A PREFERRED STOCK
                       OF BOREALIS TECHNOLOGY CORPORATION


         The undersigned, Patrick Grady and Elizabeth Gasper do hereby certify:

         1. That they are the duly elected and acting President and Secretary,
respectively, of Borealis Technology Corporation, a Delaware corporation (the
"CORPORATION").

         2. That pursuant to the authority conferred upon the Board of Directors
by the Certificate of Incorporation of the said Corporation, the said Board of
Directors has adopted the following resolution creating a series of 10,000
shares of Preferred Stock designated as Series A Preferred Stock:

         "RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Corporation by the Restated Certificate of Incorporation, the
Board of Directors does hereby provide for the issue of a series of Preferred
Stock of the Corporation and does hereby fix and herein state and express the
designations, powers, preferences and relative and other special rights and the
qualifications, limitations and restrictions of such series of Preferred Stock
as follows:

         Section 1. Designation and Amount. The shares of such series shall be
designated as "SERIES A PREFERRED STOCK." The Series A Preferred Stock shall
have a par value of $0.01 per share, and the number of shares constituting such
series shall be 10,000.

         Section 2. Dividends and Distributions.

            (a) The holders of shares of Series A Preferred Stock shall be
entitled to receive when, as and if declared by the Board of Directors out of
funds legally available for the purpose, dividends payable in cash on the last
day of January, April, July and October in each year (each such date being
referred to herein as a "QUARTERLY DIVIDEND PAYMENT DATE"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Preferred Stock, in an amount per share (rounded
to the nearest cent) equal to the aggregate per share amount of all cash
dividends declared on the Common Stock since the immediately preceding Quarterly
Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of Series A
Preferred Stock.

            (b) The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph (a) above immediately after it
declares a dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock).



                                       1
<PAGE>   2

            (c) Dividends shall begin to accrue on outstanding shares of Series
A Preferred Stock from the Quarterly Dividend Payment Date next preceding the
date of issue of such shares of Series A Preferred Stock, unless the date of
issue of such shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends on such shares shall begin to
accrue from the date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Series A Preferred Stock entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such dividends shall begin to accrue from such Quarterly
Dividend Payment Date. Accrued but unpaid dividends shall not bear interest.
Dividends paid on the shares of Series A Preferred Stock in an amount less than
the total amount of such dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of Series A Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which record
date shall be no more than 30 days prior to the date fixed for the payment
thereof.

         Section 3. Voting Rights. Except as otherwise provided herein or
required by law, the holders of shares of Series A Preferred Stock shall have no
right to vote on any matter. So long as at least 4,000 shares of Series A
Preferred Stock (appropriately adjusted for stock splits and the like) shall be
outstanding, the Corporation shall not, without first obtaining the affirmative
vote or written consent of the holders of a majority of the outstanding shares
of the Series A Preferred Stock: (a) issue or authorize shares of any class or
series of stock having a preference or priority as to dividends or assets which
is superior to the preferences or priorities of the Series A Preferred Stock;
(b) amend or repeal any provision of, or add any provision to, the Corporation's
Certificate of Incorporation if such action would materially and adversely alter
or change the preferences, rights, privileges or powers of, or the restrictions
provided for the benefit of, the Series A Preferred Stock or (c) increase the
number of shares of Series A Preferred Stock authorized hereby.

         Section 4. Conversion.

            (a) Each share of Series A Preferred Stock shall be convertible, at
the option of the holder thereof, at any time after the date 90 days after the
earlier of (a) such time as all shares of Series A Preferred Stock authorized
hereby are issued and outstanding or (b) such time as the Corporation designates
the termination of its Series A Preferred Stock financing in a writing executed
by the President or Secretary of the Corporation (which writing shall be kept
available at the principal offices of the Corporation), at the office of the
Corporation or any transfer agent for the Series A Preferred Stock, into such
number of fully paid and nonassessable shares of Common Stock as is determined
by dividing $1000.00 (as adjusted for any stock split or similar event with
regard to the Series A Preferred Stock) by 80 % of the Conversion Price,
determined as hereinafter provided, in effect at the time of the conversion. The
"CONVERSION PRICE" shall be equal to the value of one share of the Corporation's
Common Stock determined as follows:



                                       2
<PAGE>   3

               (i) If traded on a securities exchange or the National Market
System or SmallCap Market of the National Association of Securities Dealers,
Inc., the value shall be deemed to be the average of the closing prices of the
securities on such exchange over the five (5) trading day period one (1) day
prior to the date of determination;

               (ii) If actively traded over the counter, the value shall be
deemed to be the average of the closing bid or sale prices (whichever are
applicable) over the five (5) trading day period ending one (1) day prior to the
date of determination; and

               (iii) If there is no active public market, the value shall be the
fair market value thereof, as mutually determined by the Board of Directors of
the Corporation as of the date of determination.

            (b) Each share of outstanding Series A Preferred Stock shall,
without any action by the holders thereof, automatically convert into shares of
the Corporation's Common Stock pursuant to the terms of subparagraph (a) hereof
immediately prior to the occurrence of any of the following events:

               (i) The acquisition by any "person" (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended)
(other than the Corporation or a person that directly or indirectly controls, is
controlled by, or is under common control with, the Corporation) of the
"beneficial ownership" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Corporation representing fifty percent (50%) or
more of the total voting power represented by the Corporation's then outstanding
voting securities in a transaction approved by the Board of Directors of the
Corporation; or

               (ii) A merger or consolidation of the Corporation with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Corporation outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least fifty percent (50%) of
the total voting power represented by the voting securities of the Corporation
or such surviving entity outstanding immediately after such merger or
consolidation, or the approval by the stockholders of the Corporation of a plan
of complete liquidation of the Corporation or of an agreement for the sale or
disposition by the Corporation of all or substantially all the Corporation's
assets.

            (c) Upon conversion, all declared and unpaid dividends on the Series
A Preferred Stock shall be paid, to the extent funds are legally available
therefor, either in cash or in shares of Common Stock, at the election of the
Corporation, wherein the shares of Common Stock shall be valued at the
Conversion Price.

            (d) No fractional shares of Common Stock shall be issued upon
conversion of Series A Preferred Stock. In lieu of any fractional shares to
which the holder would otherwise be entitled (after aggregating all shares of
Series A Preferred Stock held by such holder such that the



                                       3
<PAGE>   4


maximum number of whole shares of Common Stock is issued to such holder upon
conversion), the Corporation shall pay cash equal to such fraction multiplied by
the then effective Conversion Price. Before any holder of Series A Preferred
Stock shall be entitled to voluntarily convert the same into full shares of
Common Stock and to receive certificates therefor, he shall surrender the
certificate or certificates therefor, duly endorsed, at the office of the
Corporation or of any transfer agent for the Series A Preferred Stock, and shall
give written notice to the Corporation at such office that he elects to convert
the same, provided, however, that in the event of an automatic conversion
pursuant to subparagraph (b) hereof, the outstanding shares of Series A
Preferred Stock shall be converted automatically without any further action by
the holders of such shares and whether or not the certificates representing such
shares are surrendered to the Corporation or its transfer agent, and provided
further that the Corporation shall not be obligated to issue certificates
evidencing the shares of Common Stock issuable upon such automatic conversion
unless the certificates evidencing such shares of Series A Preferred Stock are
either delivered to the Corporation or its transfer agent as provided above, or
the holder notifies the Corporation or its transfer agent that such certificates
have been lost, stolen or destroyed and executes an agreement satisfactory to
the Corporation to indemnify the Corporation from any loss incurred by it in
connection with such certificates.

            (e) The Corporation shall, as soon as practicable after such
delivery, or after such agreement and indemnification, issue and deliver at such
office to such holder of Series A Preferred Stock, a certificate or certificates
for the number of shares of Common Stock to which he shall be entitled as
aforesaid and a check payable to the holder in the amount of any cash amounts
payable as the result of a conversion into fractional shares of Common Stock.
Such conversion shall be deemed to have been made immediately prior to the close
of business on the date of such surrender of the shares of Series A Preferred
Stock to be converted, or, in the case of automatic conversion, immediately
prior to the event triggering such conversion, and the person or persons
entitled to receive the shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such shares
of Common Stock on such date.

         Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
converted, purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and canceled promptly after the conversion or
acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as part of
a new series of Preferred Stock to be created by resolution or resolutions of
the Board of Directors, subject to the conditions and restrictions on issuance
set forth herein and, in the Corporation's Certificate of Incorporation, as then
amended.

         Section 6. Liquidation, Dissolution or Winding Up.

            (a) In the event of any dissolution, liquidation or winding up of
the Corporation, whether voluntary or involuntary, before any distribution or
payment is made to or upon any shares of Common Stock, from the available net
assets of the Corporation, the holders of Series A Preferred Stock shall
receive, pari passu, for each share of such stock then held, property or cash in
an amount equal to the sum of (i) $500.00 per share of Series A Preferred Stock
(as originally issued and



                                       4
<PAGE>   5

appropriately adjusted for stock splits and the like) plus (ii) all declared but
unpaid dividends thereon, if any, through the date of such payment. If upon any
dissolution, liquidation or winding up of the Corporation, the net assets
available for distribution to the Corporation's stockholders pursuant to this
subparagraph (a) shall be insufficient to permit payment to the holders of
Series A Preferred Stock of the amount distributable as aforesaid, the entire
net assets of the Corporation to be so distributed shall be distributed to the
holders of Series A Preferred Stock, and as among such holders, in proportion to
the number of shares of Series A Preferred Stock held by each.

            (b) Upon any such liquidation, dissolution or winding up, after the
holders of Series A Preferred Stock shall have been paid in full the amount to
which they shall be entitled pursuant to subparagraph (a) above, from the
remaining net assets of the Corporation, the holders of Common Stock shall
receive, pari passu, for each share of such stock then held, property or cash in
an amount equal to the sum of (i) 50% of the Conversion Price as of the date of
such distribution plus (ii) all declared but unpaid dividends thereon, if any,
through the date of such payment. If upon any dissolution, liquidation or
winding up of the Corporation, and following the distribution set forth in
subparagraph (a) hereof, the remaining net assets available for distribution to
the Corporation's stockholders pursuant to this subparagraph (b) shall be
insufficient to permit payment to the holders of Common Stock of the amount
distributable as aforesaid, the entire remaining net assets of the Corporation
to be so distributed shall be distributed to the holders of Common Stock, and as
among such holders, in proportion to the number of shares of Common Stock held
by each.

            (c) Upon any such liquidation, dissolution or winding up, after the
holders of Series A Preferred Stock and Common Stock shall have been paid in
full the amounts to which they shall be entitled pursuant to subparagraphs (a)
and (b) above, the holders of Common Stock and Series A Preferred Stock shall
receive the remaining net assets of the Corporation available for distribution
pro rata in proportion to the number of shares of Common Stock held by them or
issuable to them upon conversion of Series A Preferred Stock as of the date five
days prior to such distribution.

         Section 7. No Redemption. The shares of Series A Preferred Stock shall
not be redeemable.

         Section 8. Fractional Shares. Series A Preferred Stock may be issued in
fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.




                                       5
<PAGE>   6

         RESOLVED FURTHER, that the President or any Vice President and the
Secretary or any Assistant Secretary of this Corporation be, and they hereby
are, authorized and directed to prepare and file a Certificate of Designation of
Rights, Preferences and Privileges in accordance with the foregoing resolution
and the provisions of Delaware law and to take such actions as they may deem
necessary or appropriate to carry out the intent of the foregoing resolution."

         We further declare under penalty of perjury that the matters set forth
in the foregoing Certificate of Designation are true and correct of our own
knowledge.

         Executed at _______________ on ____________ ____, 1998.




                            --------------------------------------------------
                            Patrick Grady, President




                            --------------------------------------------------
                            Elizabeth Gasper, Secretary