Exhibit 3(a)(2)
CERTIFICATE OF AMENDMENT
TO THE
SECOND RESTATED CERTIFICATE OF INCORPORATION
OF
SAGA COMMUNICATIONS, INC.
Pursuant to Sections 228 and 242 of
the General Corporation Law
of the State of Delaware
SAGA COMMUNICATIONS, INC. (the Corporation), a corporation organized and existing under
and by virtue of the provisions of the General Corporation Law of the State of Delaware, does
hereby certify as follows:
FIRST: Upon the filing and effectiveness (the Effective Time) pursuant to the General
Corporation Law of the State of Delaware of this Certificate of Amendment to the Corporations
Second Restated Certificate of Incorporation, Article Four of the Second Restated Certificate of
Incorporation is amended by adding Section 4.3 as follows:
4.3 Reverse Stock Split. Each four (4) shares of the Corporations Class A Common
Stock, par value $.01 per share (the Class A Common Stock), and Class B Common Stock,
par value $.01 per share (the Class B Common Stock), issued and outstanding immediately
prior to the Effective Time shall automatically be combined into one (1) validly issued,
fully paid and non-assessable share of Class A Common Stock and Class B Common Stock,
respectively, without any further action by the Corporation or the holder thereof. No
fractional shares shall be issued and instead, a fraction of a share will be rounded up to
one whole share. Each certificate that immediately prior to the Effective Time represented
shares of Class A Common Stock or Class B Common Stock, as the case may be (the Old
Certificates), shall thereafter represent that number of shares of Class A Common Stock or
Class B Common Stock, as the case may be, into which the shares of Class A Common Stock or
Class B Common Stock, as the case may be, represented by the Old Certificate shall have been
combined, subject to the rounding up of fractional share interests as described above.
SECOND: This Certificate of Amendment shall become effective as of January 28, 2009 at 11:59
p.m., Eastern Standard Time.
THIRD: This Certificate of Amendment was duly authorized by the Corporations Board of
Directors and adopted by written consent of the Corporations stockholders in accordance with the
provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly
executed in its corporate name as of the 28th day of January, 2009.
| |
|
|
|
|
| |
SAGA COMMUNICATIONS, INC.
|
|
| |
By: |
/s/ Edward K. Christian
|
|
| |
|
Name: |
Edward K. Christian |
|
| |
|
Title: |
President, Chief Executive Officer and Chairman |
|
| |