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Exhibit 3.3
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
ONYX PHARMACEUTICALS, INC.
ONYX PHARMACEUTICALS, INC., a corporation organized and existing under
and by virtue of the General Corporation law of the State of Delaware (the
"Company"), DOES HEREBY CERTIFY:
1. The name of the corporation is ONYX Pharmaceuticals, Inc.
2. The Amended and Restated Certificate of Incorporation of the Company
was filed with the Secretary of State of the State of Delaware on May
14, 1996. The original Certificate of Incorporation of the Company was
filed on April 1, 1996.
3. The Board of Directors of the Company, acting in accordance with the
provisions of Sections 141 and 242 of the General Corporation law of
the State of Delaware, duly adopted resolutions to amend the first
paragraph of Article IV of the Amended and Restated Certificate of
Incorporation to read in its entirety as follows:
"IV.
This corporation is authorized to issue two classes of stock
to be designated, respectively, "Common Stock" and "Preferred
Stock." The total number of shares which the corporation is
authorized to issue is fifty-five million (55,000,000) shares.
Fifty million (50,000,000) shares shall be Common Stock, each
having a par value of one tenth of one cent ($.001). Five
million (5,000,000) shares shall be Preferred Stock, each
having a par value of one tenth of one cent ($.001)."
4. Thereafter, pursuant to a resolution of the Board of Directors, this
Amendment was submitted to the stockholders of the Company for their
approval and was duly approved by the holders of the necessary number
of shares of the Company's voting securities in accordance with the
provisions of Section 242 of the General Corporation Law of the State
of Delaware.
1.
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IN WITNESS WHEREOF, the Company has caused this Certificate of
Amendment to be signed by its duly authorized officer this 9th day of June 2000.
ONYX PHARMACEUTICALS, INC
By: /s/ Hollings C. Renton
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Hollings C. Renton
Chief Executive Officer and President
ATTEST:
By: /s/ Robert L. Jones
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Robert L. Jones
Secretary
2.
