<PAGE>
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF THE RESTATED CERTIFICATE OF INCORPORATION OF
SANDISK CORPORATION
A DELAWARE CORPORATION
The undersigned, Eli Harari and Cindy L. Burgdorf, hereby
certify that:
ONE: They are the duly elected and acting President and
Secretary, respectively, of said corporation.
TWO: The Amended and Restated Certificate of Incorporation of
said corporation, filed on November 13, 1995, as amended by the Certificate of
Designations of said corporation, filed on April 24, 1997, shall be amended as
set forth in this Certificate of Amendment.
THREE: Section A of ARTICLE IV of the Amended and Restated
Certificate of Incorporation is amended to read in its entirety as follows:
"A. 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 that the corporation is authorized to issue
is One Hundred Twenty Nine Million (129,000,000) shares, par
value $0.001 per share. One Hundred Twenty Five Million
(125,000,000) shares shall be Common Stock and Four Million
(4,000,000) shares shall be Preferred Stock.
* * *
FOUR: The foregoing Certificate of Amendment has been duly
approved by the Board of Directors of the Corporation.
FIVE: The foregoing Certificate of Amendment has been duly
approved by the requisite number of shares of the Corporation in accordance with
Sections 902 and 903 of the California Corporation Code. The total number of
shares entitled to vote with respect to the foregoing amendment was 27,620,160
shares of Common Stock. The number of shares voting in favor of the foregoing
amendment equaled or exceeded the vote required, such required vote being a
majority of the outstanding shares of Common Stock. No shares of Preferred Stock
are outstanding.
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IN WITNESS WHEREOF, the undersigned have executed this
Certificate of Amendment on December 9, 1999.
/S/ ELI HARARI
----------------------------
Eli Harari
President
/S/ CINDY L. BURGDORF
----------------------------
Cindy L. Burgdorf
Secretary
The undersigned certify under penalty of perjury that they
have read the foregoing Certificate of Amendment and know the contents thereof,
and that the statements therein are true.
Executed at Sunnyvale, California, on December 9, 1999.
/S/ ELI HARARI
----------------------------
Eli Harari
/S/ CINDY L. BURGDORF
----------------------------
Cindy L. Burgdorf
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CERTIFICATE OF AMENDMENT
OF THE RESTATED CERTIFICATE OF INCORPORATION OF
SANDISK CORPORATION
A DELAWARE CORPORATION
The undersigned, Eli Harari and Charles Van Orden, hereby
certify that:
ONE: They are the duly elected and acting President and
Secretary, respectively, of said corporation.
TWO: The Amended and Restated Certificate of Incorporation of
said corporation, filed on November 13, 1995, as amended by the Certificate of
Designations of said corporation, filed on April 24, 1997 and by the Certificate
of Amendment of said corporation filed on December 13, 1999, shall be amended as
set forth in this Certificate of Amendment.
THREE: Section A of ARTICLE IV of the Amended and Restated
Certificate of Incorporation is amended to read in its entirety as follows:
"A. 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 that the corporation is authorized to issue
is Four Hundred Four Million (404,000,000) shares, par value
$0.001 per share. Four Hundred Million (400,000,000) shares
shall be Common Stock and Four Million (4,000,000) shares
shall be Preferred Stock.
* * *
FOUR: The foregoing Certificate of Amendment has been duly
approved by the Board of Directors of the Corporation.
FIVE: The foregoing Certificate of Amendment has been duly
approved by the requisite number of shares of the Corporation in accordance with
Section 242 of the Delaware General Corporation Law. The total number of shares
entitled to vote with respect to the foregoing amendment was 66,531,812 shares
of Common Stock. The number of shares voting in favor of the foregoing amendment
equaled or exceeded the vote required, such required vote being a majority of
the outstanding shares of Common Stock. No shares of Preferred Stock are
outstanding.
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IN WITNESS WHEREOF, the undersigned have executed this
Certificate of Amendment on May 11, 2000.
/S/ ELI HARARI
---------------------------
Eli Harari
President
/S/ CHALES VAN ORDEN
---------------------------
Charles Van Orden
Secretary
The undersigned certify under penalty of perjury that they
have read the foregoing Certificate of Amendment and know the contents thereof,
and that the statements therein are true.
Executed at Sunnyvale, California, on May 11, 2000.
/S/ ELI HARARI
----------------------------
Eli Harari
/S/ CHARLES VAN ORDEN
----------------------------
Charles Van Orden
