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CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
8X8, INC.
8X8, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That, by written consent of the Board of Directors of said
corporation as of April 18, 2000, resolutions were duly adopted setting forth
proposed amendments to the Certificate of Incorporation of said corporation,
declaring said amendments to be advisable and directing its officers to submit
said amendments to the stockholders of said corporation for consideration
thereof. The resolutions setting forth the proposed amendments are as follows:
WHEREAS, it is deemed to be advisable and in the best
interest of the Corporation and its stockholders that the
Corporation's Amended and Restated Certificate of Incorporation
be amended to change the name of the Corporation to Netergy
Networks, Inc. and to increase the number of authorized shares
of Common Stock;
NOW, THEREFORE, BE AT RESOLVED, that Article 1 of the
Corporation's Amended and Restated Certificate of Incorporation
be amended to read as follows:
"I. The name of this corporation is Netergy Networks,
Inc. (the "Corporation")."
RESOLVED FURTHER, that the first paragraph of Article IV
of the Corporation's Amended and Restated Certificate of
Incorporation be amended to read as follows:
"IV. This corporation is authorized to issue two classes
of shares to be designated respectively Common Stock and
Preferred Stock. Each share of Common Stock shall have a par
value of $0.001 and each share of Preferred Stock shall have a
par value of $0.001. The total number of shares of Common Stock
this
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corporation shall have authority to issue is 100,000,000, and the
total number of shares of Preferred Stock this Corporation shall have
authority to issue is 5,000,000."
RESOLVED FURTHER, that the officers of the Corporation be, and
each of them hereby is, authorized, empowered and directed, on behalf of
the Corporation, to submit the foregoing amendments to the stockholders
of the Corporation for consideration thereof; and
RESOLVED FURTHER, that, following approval of the foregoing
amendments by the stockholders of the Corporation, the officers of the
Corporation be, and each of them hereby is, authorized, empowered and
directed, on behalf of the Corporation, to prepare or cause to be
prepared and to execute a Certificate of Amendment of the Corporation's
Amended and Restated Certificate of Incorporation, to file or cause to
be filed said Certificate of Amendment, with the Delaware Secretary of
State, and to execute such other documents and take such other actions
as such officer or officers shall deem necessary, appropriate or
advisable in order to carry out the intent and purposes of the foregoing
resolutions.
SECOND: That, thereafter, by written consent of the holders of more
than 50% of the issued and outstanding shares of Common Stock and Special
Voting Stock, voting together as a single class, of said corporation, the
necessary number of shares required by statute were voted in favor of the
amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
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IN WITNESS WHEREOF, 8X8, INC. has caused this certificate to be signed
by David M. Stoll, its Chief Financial Officer, Vice President and Secretary
this 14th day of August, 2000.
8X8, Inc.
By: /s/ DAVID M. STOLL
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David M. Stoll
Chief Financial Officer,
Vice President and Secretary
