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EXHIBIT 3.3
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
EN POINTE TECHNOLOGIES, INC.,
A DELAWARE CORPORATION
(Pursuant to Section 242 of the General
Corporation Law of the State of Delaware)
EN POINTE TECHNOLOGIES, INC., a Delaware corporation organized and existing
under and by virtue of the Delaware General Corporation Law (the "Corporation"),
does hereby certify:
FIRST: In accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware, at a meeting of the Board of Directors
of the Corporation held on January 21, 2000, a resolution was duly adopted
setting forth a proposed amendment to the Certificate of Incorporation of the
Corporation, declaring said amendment to be advisable and directing that said
amendment be submitted to the stockholders of the Corporation for consideration
thereof at the next annual meeting of the stockholders. The resolution setting
forth the proposed amendment is as follows:
NOW, THEREFORE, BE IT RESOLVED, that Section 1 of Article 4 of the
Certificate of Incorporation of this Corporation is hereby amended to read
in its entirety as follows:
"SECTION 1. AUTHORIZED SHARES. The Corporation is authorized to issue
two classes of stock to be designated, respectively, "Common Stock"
and "Preferred Stock". The aggregate number of shares of all classes
of stock which the Corporation shall have authority to issue is
forty-five million (45,000,000) shares, consisting of (i) forty
million (40,000,000) shares of Common Stock, $0.001 par value per
share, and (ii) five million (5,000,000) shares of Preferred Stock,
$0.001 par value per share."
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
in accordance with Section 242 of the General Corporation Law of the State of
Delaware, the Corporation's stockholders approved the foregoing amendment by the
necessary number of shares of capital stock of the Corporation, as required by
statute and by the Certificate of Incorporation, at the annual meeting of
stockholders held March 17, 2000, which was held upon notice in accordance with
Section 222 of the General Corporation Law of the State of Delaware.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, EN POINTE TECHNOLOGIES, INC. has caused this
Certificate of Amendment to be signed by the undersigned and the undersigned has
executed this certificate and affirms the foregoing as true under penalty of
perjury this 10 day of May, 2000.
/s/ ATTIAZAZ DIN
--------------------------------
Bob Din, Chief Executive Officer
MAY 10, 2000
