Quarterdeck Corp – ‘10-K’ for 9/30/96 – EX-3.2

As of:  Monday, 12/30/96   ·   For:  9/30/96   ·   Accession #:  950148-96-3006   ·   File #:  0-19207

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Exhibit 10-K                                          70    391K 
 2: EX-3.2      Articles of Incorporation/Organization or By-Laws      1      8K 
 3: EX-3.4      Articles of Incorporation/Organization or By-Laws      1      8K 
 5: EX-10.10    Material Contract                                      5     25K 
 6: EX-10.11    Material Contract                                     11     36K 
 7: EX-10.12    Material Contract                                     10     34K 
 8: EX-10.29    Material Contract                                      4     15K 
 9: EX-10.30    Material Contract                                      9     30K 
 4: EX-10.5     Material Contract                                      4     14K 
10: EX-21.1     Subsidiaries of the Registrant                         1      7K 
11: EX-23.1     Consent of Experts or Counsel                          1      8K 
12: EX-27       Financial Data Schedule                                1     10K 

EX-3.2   —   Articles of Incorporation/Organization or By-Laws

EX-3.2
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                                                           EXHIBIT 3.2

CERTIFICATE OF AMENDMENT OF 
CERTIFICATE OF INCORPORATION
OF
QUARTERDECK CORPORATION 

       QUARTERDECK CORPORATION, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware:              

DOES HEREBY CERTIFY:                                                            

FIRST:  That at a meeting of the Board of Directors of QUARTERDECK CORPORATION, 
resolutions were duly adopted setting forth a proposed amendment of the         
Certificate of Incorporation of said corporation, declaring said amendment to   
be advisable and calling for consent of the stockholders at a meeting of said   
corporation for consideration thereof.                                          

SECOND: That pursuant to such resolution, the first paragraph of Article IV of  
said corporation's Certificate of Incorporation would be amended to read as     
follows:                                                                        

  "The total authorized number of shares of the Corporation shall be
52,000,000 shares, consisting of 50,000,000 shares designated as Common Stock,  
$.001 par value, and 2,000,000 shares designated as Preferred Stock, $.001 par  
value."                                                                         

THIRD:  That thereafter, pursuant to resolution of its Board of Directors, the  
stockholders of said corporation considered and adopted said amendment of       
Article IV at a duly constituted meeting thereof, at which meeting the          
necessary number of shares as required by statute were voted in favor of the    
amendment.                                                                      

FOURTH: That said amendment was duly adopted in accordance with the provisions  
of Section 242(b) of the General Corporation Law of the State of Delaware.      

IN WITNESS WHEREOF, said QUARTERDECK CORPORATION has caused this certificate to 
be signed by Gaston Bastiaens, its President, and Bradley D. Schwartz, its      
Secretary, this 2nd day of February, 1996.                                      

                         By:  /s/ GASTON BASTIAENS
                                    ----------------------------
                                     Gaston Bastiaens, President

Attest: /s/ BRADLEY D. SCHWARTZ                                         
--------------------------------------                                    
Bradley D. Schwartz, Secretary