Exhibit 3.3
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
MICROMUSE INC.
The undersigned certifies that:
1. He is the Secretary of Micromuse Inc., a Delaware corporation (the
"Corporation").
2. The Article IV of the Restated Certificate of Incorporation of the
Corporation is amended to read in its entirety as follows:
"The Corporation is authorized to issue two classes of stock
to be designated common stock ("Common Stock") and preferred
stock ("Preferred Stock"). The number of shares of Common
Stock authorized to be issued is Two Hundred Million
(200,000,000), par value $.01 per share, and the number of
Preferred Stock authorized to be issued is Five Million
(5,000,000), par value $.01 per share.
The Preferred Stock may be issued from time to time in one or
more series, without further stockholder approval. The Board
of Directors is hereby authorized, in the resolution or
resolutions adopted by the Board of Directors providing for
the issue of any wholly unissued series of Preferred Stock,
within the limitations and restrictions stated in the Restated
Certificate of Incorporation (the "Restated Certificate"), to
fix or alter the dividend rights, dividend rate, conversion
rights, voting rights, rights and terms of redemption
(including sinking fund provisions), the redemption price or
prices, and the liquidation preferences of any wholly unissued
series of Preferred Stock, and the number of shares
constituting any such series and the designation thereof, or
any of them, and to increase or decrease the number of shares
of any series subsequent to the issue of shares of that
series, but not below the number of shares of such series then
outstanding. In the number of shares of any series shall be so
decreased, the shares constituting such decrease shall resume
the status that they had prior to the adoption of the
resolution originally fixing the number of shares of such
series."
3. The Article X of the Restated Certificate of Incorporation of the
Corporation is amended to read in its entirety as follows:
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"The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Restated Certificate,
in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject
to this reservation."
4. The foregoing amendments to the Restated Certificate of Incorporation
of the Corporation were duly adopted by the Board of Directors of the
Corporation in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware, and approved by a vote of the holders
of seventy-five percent (75%) of the shares of the Corporation's common stock at
a special meeting of the shareholders of the Corporation, in accordance with the
provisions of Sections 242 and 211 of the General Corporation Law of the State
of Delaware.
The undersigned further declares under penalty of perjury under the laws
of the State of Delaware, that the matters set forth in this Certificate are
true and correct of his own knowledge.
Dated: December 5, 2000
/s/ James B. De Golia
----------------------------
James B. De Golia, Secretary
