Exhibit 3.4
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE
OF INCORPORATION
OF
SONUS
PHARMACEUTICALS, INC.
a
Delaware Corporation
(pursuant to Section 242 of the Delaware General Corporation Law)
SONUS PHARMACEUTICALS, INC., a corporation organized and existing under and by the virtue of
the Delaware General Corporation Law (the Corporation), through its duly authorized officers and
by authority of its Board of Directors does hereby certify:
FIRST: That in accordance with the provisions of Sections 242 of the General
Corporation Law of the State of Delaware, the Board of Directors of the Corporation duly
adopted resolutions setting forth a proposed amendment to the Amended and Restated
Certificate of Incorporation of the Corporation, declaring said amendment to be advisable
and directing that said amendment be submitted to the stockholders of the Corporation for
consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the first two sentences of the text of Article IV of the
Corporations Amended and Restated Certificate of Incorporation be amended to read
as follows:
This Corporation is authorized to issue two classes of stock to be
designated respectively, Common Stock and Preferred Stock. The total
number of shares of all classes of stock which the Corporation shall have
authority to issue is 80,000,000, of which (i) 75,000,000 shares shall be
designated Common Stock and shall have a par value of $.001 per share; and
(ii) 5,000,000 shares shall be designated Preferred Stock and shall have a
par value of $.001 per share.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, in
accordance with Section 242 of the General Corporation Law of the State of Delaware, the
Corporations stockholders approved and authorized the foregoing amendment (the
Amendment).
THIRD: That the Amendment was duly adopted in accordance with the provisions of
Section 242 of the Delaware General Corporation Law.
IN WITNESS THEREOF, this Corporation has caused this Certificate of Amendment to be signed by
Michael A. Martino, its duly authorized Chief Executive Officer this 5th day of May,
2004.
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SONUS PHARMACEUTICALS, INC. a Delaware
Corporation
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By: |
/s/ Michael A. Martino
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Michael A. Martino, |
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Chief Executive Officer |
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