PeopleSupport, Inc. – IPO: ‘S-1/A’ on 7/12/04 – EX-3.1.1

On:  Monday, 7/12/04, at 9:54pm ET   ·   As of:  7/13/04   ·   Accession #:  950148-4-978   ·   File #:  333-115328

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Peoplesupport, Inc.- Amend.#2 - Reg.No.333-115328   HTML   1.29M 
 2: EX-3.1.1    Cert.Of Amendment to Certificate of Incorporation      2±     7K 
 3: EX-10.4     Amended Customer Support Services Agreement           41    117K 
 4: EX-10.7     Master Services Agreement                             36    141K 
 5: EX-10.8     Professional Services Contract                        55    145K 
 6: EX-23.2     Consent of Bdo Seidman, LLP                         HTML      6K 
 7: EX-23.3     Consent of Pricewaterhousecoopers LLP                  1      5K 

EX-3.1.1   —   Cert.Of Amendment to Certificate of Incorporation

EX-3.1.1
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                                                                   Exhibit 3.1.1

CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 
OF
PEOPLESUPPORT, INC. 

  PeopleSupport, Inc., a corporation duly organized and existing under the
General Corporation Law of Delaware (the "Corporation"), DOES HEREBY CERTIFY:   

     That the amendment to the Corporation's Amended and Restated Certificate of
Incorporation, as amended to date, set forth in the following resolution was    
approved by the Corporation's Board of Directors and stockholders and was duly  
adopted in accordance with the provisions of Sections 228 and 242 of the General
Corporation Law of the state of Delaware:                                       

RESOLVED, that Article FOURTH, Section C.3(b)(iii) of the Amended and 
Restated Certificate of Incorporation of the Corporation be amended and restated
to read in its entirety as follows:                                             

 "The Corporation shall have the right to convert each share of Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock, respectively, into shares of Common Stock at the applicable    
Series A Conversion Price, Series B Conversion Price, Series C Conversion Price,
and Series D Conversion Price, as the case may be, then in effect immediately   
upon the closing of the sale of the Corporation's Common Stock in a firm        
commitment, underwriters public offering registered under the Securities Act of 
1933, as amended (the "Securities Act"), other than a registration relating     
solely to a transaction under Rule 149 under the Securities Act or to an        
employee benefit plan of the Corporation, if such firm commitment, underwritten 
public offering is consummated at a price per share of at least $3.50 (as       
adjusted for any stock dividends, combinations, splits, recapitalizations and   
the like, the "Auto Conversion Price") and with aggregate proceeds to the       
Corporation and/or any selling stockholders (before deduction for underwriters' 
discounts and expenses) of at least $40,000,000 (a "Qualified Public            
Offering")."                                                                    

   IN WITNESS WHEREOF, PeopleSupport, Inc. has caused this certificate to be
signed by its duly authorized Chief Executive Officer this 30th day of April,   
2004.                                                                           

                   PEOPLESUPPORT, INC.

                        By: /s/ Lance Rosenzweig
                                            ------------------------------------
                                            Lance Rosenzweig
                                             Chief Executive Officer

                                               State of Delaware
                                              Secretary of State
                                              Division of Corporations
                                               Delivered 03:31 PM 05/18/2004
                                                 FILED 03:31 PM 05/18/2004
                                                SRU 040364804 - 2908908 FILE