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8-K - 8-K - ARADIGM CORPd668800d8k.htm
EX-3.1 - EX-3.1 - ARADIGM CORPd668800dex31.htm

Exhibit 3.2

CERTIFICATE OF AMENDMENT OF

ARTICLES OF INCORPORATION

OF

ARADIGM CORPORATION

The undersigned certify that:

 

1. They are the President and the Secretary, respectively, of Aradigm Corporation, a California corporation (the “Corporation”).

 

2. The first paragraph of Article III of the Amended and Restated Articles of Incorporation of the Corporation shall be amended to read in full 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 that the corporation is authorized to issue is 706,830,627 shares. 701,830,627 shares shall be Common Stock. 5,000,000 shares shall be Preferred Stock.”

 

3. The foregoing amendments of the Amended and Restated Articles of Incorporation and Bylaws have been duly approved by the Board of Directors of the Corporation.

 

4. The foregoing amendments of the Amended and Restated Articles of Incorporation and Bylaws has been duly approved by the required vote of the shareholders of the Corporation in accordance with Section 902 of the California Corporations Code. The total number of outstanding shares entitled to vote with respect to the foregoing amendment was 251,693,888; and the number of shares voting in favor of the foregoing amendment equaled or exceeded the vote required, such required vote being a majority of the outstanding shares.

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

Date: August 23, 2013

 

By:  

/s/ Igor Gonda

 

Name: Igor Gonda

 

Title: President

By:  

/s/ Nancy Pecota

 

Name: Nancy Pecota

 

Title: Secretary