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EXHIBIT 3.4
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MEADE INSTRUMENTS CORP.,
A DELAWARE CORPORATION
Meade Instruments Corp., a corporation organized and existing under and by
virtue of the Delaware General Corporation Law (this "Corporation"), DOES HEREBY
CERTIFY:
FIRST: That at a meeting of the Board of Directors of this Corporation, the
Board adopted a resolution setting forth a proposed amendment of the Certificate
of Incorporation of this Corporation. The resolution setting forth the proposed
amendment is as follows:
"RESOLVED, that, subject to stockholder approval in accordance with
Delaware Corporate Law, the first paragraph of Article IV of the Certificate
of Incorporation of this Corporation is amended to read in its entirety as
follows:
`ARTICLE IV
CAPITAL STOCK
The Corporation is authorized to issue two classes of capital stock,
designated respectively "Common Stock" and "Preferred Stock". The total
number of shares of stock which the Corporation shall have authority to
issue is Fifty-One Million (51,000,000) shares, $.01 par value per share,
consisting of Fifty Million (50,000,000) shares of Common Stock and One
Million (1,000,000) shares of Preferred Stock, $.01 par value per share.'"
SECOND: That thereafter, pursuant to a resolution of its Board of Directors,
the Annual Meeting of the Stockholders of this Corporation was duly called and
held, upon notice in accordance with Section 222 of the Delaware General
Corporation Law at which meeting the necessary number of shares as required by
statute were voted in favor of the above amendment.
THIRD: That the above amendment was duly adopted in accordance with the
applicable provisions of Section 222 and 242 of the Delaware General Corporation
Law.
Signed on July 14, 2000.
/s/ Steven G. Murdock
--------------------------------
Steven G. Murdock, Secretary
