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Exhibit 4.4
CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
UNIVERSAL ELECTRONICS INC.
Pursuant to Section 242 of the
Delaware General Corporation Law
The undersigned, Paul D. Arling and Richard A. Firehammer, Jr., President and
Secretary, respectively, of Universal Electronics Inc., a Delaware corporation
(the "Corporation"), hereby certify as follows:
1. The name of the Corporation is Universal Electronics Inc.
2. The Board of Directors of the Corporation at a meeting held February 1,
2000, adopted the following resolution proposing and declaring
advisable the following amendment to the Restated Certificate of
Incorporation of the Corporation and directing that the amendment
should be considered at the next annual meeting of the stockholders:
RESOLVED, that Article FOURTH, Part I of the Corporation's Restated
Certificate of Incorporation, as amended, be amended to read in its
entirety as follows:
Part I. AGGREGATE NUMBER OF SHARES. The aggregate number of shares of
stock which the Corporation has authority to issue is 55,000,000
shares, consisting of:
1. 5,000,000 shares of Preferred Stock, par value $.01
per share (the "Preferred Stock"); and
2. 50,000,000 shares of Common Stock, par value $.01 per
share (the "Common Stock").
3. At the annual meeting of stockholders held June 21, 2000, the foregoing
amendment was duly adopted in accordance with Section 242 of the
Delaware General Corporation Law.
IN WITNESS WHEREOF, Universal Electronics Inc. has caused this Certificate of
Amendment to be signed by Paul D. Arling, its President, and attested by Richard
A. Firehammer, Jr., its Secretary, this 26th day of July, 2000.
UNIVERSAL ELECTRONICS INC.
By: /s/ Paul D. Arling
-----------------------
Paul D. Arling, President
ATTEST:
/s/Richard A. Firehammer, Jr.
-----------------------------
Richard A. Firehammer, Jr.
Secretary
