CERTIFICATE OF AMENDMENT
OF AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
CYLINK CORPORATION,
a California Corporation
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The undersigned Harold D. Yang and Robert Fougner hereby certify that:
ONE: They are the duly elected and acting Vice President and Secretary,
respectively, of Cylink Corporation, a California corporation (the
"Corporation").
TWO: The Amended and Restated Articles of Incorporation of said
Corporation are amended as follows:
Article Third shall be amended in its entirety to read as follows:
"THIRD: A. Classes of Stock. This Corporation is authorized to
issue two classes of shares, designated "Preferred Stock" and
"Common Stock." The total number of shares which the
Corporation is authorized to issue is forty five million
(45,000,000) shares. Forty million (40,000,000) shares shall
be Common Stock, $.01 par value, (the "Common Stock") and five
million (5,000,000) shares shall be Preferred Stock, $.01 par
value (the "Preferred Stock").
B. Preferred Stock. The undesignated shares of
Preferred Stock shall be issued from time to time in one or
more series. The Board of Directors is hereby authorized,
within the limitations and restrictions stated in these
Articles of Incorporation, to fix or alter the individual
rights, dividend rate, conversion rights, voting rights,
rights and terms of redemption (including sinking fund
provisions), the redemption price or prices, the liquidation
preference of any wholly unissued shares of Preferred Stock,
and the number of shares constituting any such series and the
designation thereof, or any of them, and to increase or
decrease the number of shares of any series subsequent to the
issue of shares of that series, but not below the number of
shares of such series then outstanding. In case the number of
shares of any series shall be so decreased, the shares
constituting such decrease shall resume the status which they
had prior to the adoption of the resolution originally fixing
the number of shares of such series."
Article Sixth shall be added to read as follows:
"SIXTH: A. Date Effective. This Article shall become effective
only when the Corporation shall become a "listed corporation"
within the meaning of Section 301.5(d) of the California
Corporations Code.
B. No Cumulative Voting. The election of directors by
the shareholders shall not be by cumulative voting. At each
election of directors by the shareholders, each shareholder
entitled to vote may vote all the shares held by that
shareholder for each of several nominees for director up to
the number of directors to be elected. The shareholder may not
cast more votes for any single nominee than the number of
shares held by that shareholder."
Article Seventh shall be added to read as follows:
"SEVENTH: A. Date Effective. This Article shall become
effective only when the Corporation shall become a "listed
corporation" within the meaning of Section 301.5(d) of the
California Corporations Code.
B. Classified Board of Directors. For so long as the
board of directors consists of at least nine directors, the
directors shall be divided into three classes, designated
Class I, Class II and Class III. Each class shall consist, as
nearly as may be possible, of one-third (1/3) of the total
number of directors constituting the entire Board of
Directors. The initial classes shall be elected as follows:
Class I directors shall be elected for a one-year term, Class
II directors for a two-year term and Class III directors for a
three-year term. At each succeeding annual meeting of
shareholders, successors to the class of directors whose term
expires at the annual meeting of shareholders shall be elected
for three-year terms. If the number of directors is changed,
any increase or decrease shall be elected for three-year
terms. If the number of directors is changed, any increase or
decrease shall be apportioned among the classes so as to
maintain the number of directors in each class as nearly equal
as possible, and any additional director of any class elected
to fill a vacancy resulting from an increase in such class
shall hold office for a term that shall coincide with the
remaining term of that class, but in no case will a decrease
in the number of directors shorten the term of any incumbent
director. A director shall hold office until the annual
meeting for the year in which his or her term expires and
until his or her successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement,
disqualification or removal from office. Except as otherwise
required by law, any vacancy on the Board of Directors that
results from an increase in the number of directors and any
other vacancy occurring in the
Board of Directors shall be filled by a majority of the
directors then in office, even if less than a quorum, or by a
sole remaining director. Any director elected to fill a
vacancy not resulting from an increase in the number of
directors shall have the same remaining term as that of his or
her predecessor."
THREE: The foregoing amendments of Amended and Restated Articles of
Incorporation have been duly approved by the Board of Directors of the
Corporation.
FOUR: The foregoing amendments of Amended and Restated Articles of
Incorporation were duly approved by the holders of the requisite number of
shares of the Corporation in accordance with Sections 902 of the California
General Corporation Law; the total number of outstanding shares entitled to vote
with respect to the foregoing amendment was 19,029,490 shares of Common Stock.
The number of shares voting in favor of the foregoing amendments equaled or
exceeded the vote required, such required vote being a majority of the
outstanding shares of Common Stock.
IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Amendment of Amended and Restated Articles of Incorporation this 9th day of
February, 1996.
/s/ Harold S. Yang
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Harold S. Yang,
Vice President
/s/ Robert B. Fougner
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Robert B. Fougner,
Secretary