Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 94 494K
2: EX-3.1 Amended and Restated Certificate of Incorporation 14 61K
3: EX-3.2 Certificate of Correction of Certificate 2 14K
4: EX-3.4 Amended and Restated Bylaws 29 131K
5: EX-10.1 1996 Stock Option Plan 38 175K
14: EX-10.10 Amended and Restated Investors Agreement 10/27/999 20 91K
15: EX-10.11 Voting Agreement Dated October 27, 1999 9 35K
16: EX-10.12 Form of Restricted Stock Purchase Agreement 7 48K
17: EX-10.13 Worldwide Intercompany Management Agreement 5 23K
18: EX-10.14 International Distributor Agreement 15 64K
19: EX-10.15 Promissory Note Dated 02/19/00 - Shai Agassi 1 11K
20: EX-10.16 Promissory Note 1 11K
21: EX-10.17 Promissory Note Date 12/30/99 - David Blumstein 1 11K
22: EX-10.18 Promissory Nate Dated 01/22/00 - Gil Perez 1 11K
6: EX-10.2 2000 Stock Plan and Agreement Thereunder 19 77K
23: EX-10.20 Promissory Nate Dated 12/30/99 - Joseph Zarb 1 11K
24: EX-10.21 Employment Agreement Dated 10/06/98 - Shai Agassi 9 44K
25: EX-10.22 Employment Agreement 10/06/98 - David Blumstein 9 44K
26: EX-10.23 Employment Agreement Dated 10/06/98 - Udi Ziv 9 44K
27: EX-10.24 Offer Letter Dated July 28, 1997 - Joseph Zarb 2 14K
7: EX-10.3 2000 Employee Stock Purchase Plan 14 60K
8: EX-10.4 Form of Indemnification Agreement 11 58K
9: EX-10.5 Office Lease Dated December 19, 1996 29 100K
10: EX-10.6 Office Lease Dated December 5, 1997 42 110K
11: EX-10.7 Oem License Agreement With Baan Development 36 157K
12: EX-10.8 Reseller Agreement With Baan Development 25 95K
13: EX-10.9 Master Software License and Distro Agreement 18 63K
28: EX-21.1 List of Subsidiaries 1 8K
29: EX-23.1 Consent of Arthur Andersen, Independent 1 9K
Accountants
30: EX-27.1 Financial Data Schedule 2 12K
EX-3.2 — Certificate of Correction of Certificate
| EX-3.2 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 3.2
CERTIFICATE OF CORRECTION TO
CERTIFICATE OF INCORPORATION OF
TOP TIER SOFTWARE, INC.
Shai Agassi hereby certifies that:
1. He is the President and Chief Executive Officer of Top Tier Software,
Inc., a Delaware corporation (the "Company").
2. On October 1, 1999, the Corporation filed an Amended and Restated
Certificate of Incorporation with the office of Secretary of State of the State
of Delaware.
3. Article Four, which currently reads:
"Classes of Stock. This corporation is authorized to issue two classes
----------------
of stock to be designated, respectively, `Common Stock' and `Preferred
------------ ---------
Stock.' The total number of shares which the corporation is authorized
-----
to issue is 59,200,000 shares, of which 33,125,000 shares shall be
Common Stock and 26,075,000 shares shall be Preferred Stock, each with
a par value of $0.001. The Preferred Stock shall consist of four
series. The first series shall be designated `Series A Preferred
------------------
Stock' and shall consist of 688,081 shares. The second series shall be
-----
designated `Series B Preferred Stock' and shall consist of 5,971,245
------------------------
shares. The third series shall be designated `Series C Preferred
------------------
Stock' and shall consist of 9,345,000 shares. The fourth series shall
-----
be designated `Series D Preferred Stock' and shall consist of
------------------------
8,100,000 shares."
is corrected to read in full as follows:
"Classes of Stock. This corporation is authorized to issue two classes
----------------
of stock to be designated, respectively, `Common Stock' and `Preferred
------------ ---------
Stock.' The total number of shares which the corporation is authorized
-----
to issue is 59,200,000 shares, of which 33,125,000 shares shall be
Common Stock and 26,075,000 shares shall be Preferred Stock, each with
a par value of $0.001. The Preferred Stock shall consist of four
series. The first series shall be designated `Series A Preferred
------------------
Stock' and shall consist of 763,744 shares. The second series shall be
-----
designated `Series B Preferred Stock' and shall consist of 9,105,430
------------------------
shares. The third series shall be designated `Series C Preferred
------------------
Stock' and shall consist of 10,500,000 shares. The fourth series shall
-----
be designated `Series D Preferred Stock' and shall consist of
------------------------
3,100,000 shares."
4. This certificate does not alter the wording of any resolution or
written consent which was in fact adopted by the Board of Directors or the
stockholders of this corporation.
I further declare under penalty of perjury under the laws of the State of
Delaware that the matters set forth in this certificate are true and correct of
my knowledge.
Date: March 29, 2000
/s/ Shai Agassi
---------------------------------------
Shai Agassi
President and Chief Executive Officer
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed as of: | | 4/5/00 | | | | | | | None on these Dates |
| Filed on: | | 4/4/00 |
| | 3/29/00 | | 2 |
| | 10/1/99 | | 1 |
| List all Filings |
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Filing Submission 0001012870-00-001900 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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