CERTIFICATE OF AMENDMENT
OF AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
CYLINK CORPORATION,
a California Corporation
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The undersigned Robert B. Fougner hereby certifies that:
ONE: He is the duly elected Secretary 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 sixty million
(60,000,000) shares. Fifty-five million (55,000,000) 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."
CERTIFICATE OF AMENDMENT
OF AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF CYLINK CORPORATION
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 30,440,642 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 as of this 17th day
of May, 2000.
/s/ Robert B. Fougner
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Robert B. Fougner
Corporate Secretary
The undersigned certifies under penalty of perjury that he has read the
foregoing Certificate of Amendment of Amended and Restated Articles of
Incorporation and know the contents thereof, and that the statements therein are
true.
Executed at Santa Clara, California, as of May 17, 2000
/s/ Robert B. Fougner
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Robert B. Fougner
Corporate Secretary