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EXHIBIT 4.2
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
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Fairchild Semiconductor International, 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:
FIRST: That by the unanimous written consent of the board of directors
of the Company, dated March 17, 2000, resolutions were duly adopted
setting forth a proposed amendment to the Restated Certificate of
Incorporation of the Company, declaring said amendment to be advisable
and calling for consideration of said proposed amendment by the
stockholders of the Company. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that the Restated Certificate of
Incorporation of the Company be amended to increase the number
of authorized shares of Class A Common Stock, par value $.01
per share, of the Company to 140,000,000 from 110,000,000, and
to increase the number of authorized shares of Class B Common
Stock, par value $.01 per share, of the Company to 140,000,000
from 110,000,000, so that, accordingly, Section 5 of the
Restated Certificate of Incorporation reads in its entirety as
follows:
5. AUTHORIZED CAPITAL. The aggregate number of shares
of stock which the Corporation shall have authority
to issue is 280,100,000 shares, divided into three
classes consisting of 100,000 shares of Preferred
Stock, par value $.01 per share ("Preferred Stock");
140,000,000 shares of Class A Common Stock, par value
$.01 per share ("Class A Common Stock"); and
140,000,000 shares of Class B Common Stock, par value
$.01 per share ("Class B Common Stock"). Class A
Common Stock and Class B Common Stock are hereinafter
sometimes individually or collectively referred to as
"Common Stock."
SECOND: That thereafter, pursuant to the resolution of the board of
directors, the proposed amendment was duly approved by the stockholders
of the Company's Class A Common Stock at the Company's Annual Meeting
of Stockholders on May 16, 2000, and, by written consent dated May 16,
2000, by the sole stockholder of the Company's Class B Common Stock.
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THIRD: That said amendment was duly adopted in accordance with the
provisions of Sections 242, 222 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Certificate to
be executed by Daniel E. Boxer, its Executive Vice President and
Secretary, this 16th day of May, 2000.
By: /s/ Daniel E. Boxer
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Daniel E. Boxer
Executive Vice President and Secretary
