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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
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POWER-ONE, INC. , a corporation
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organized and existing under and by virtue of the General Corporation Law of the
State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation adopted a
resolution, filed with the minutes of the Board, proposing and declaring
advisable the following amendment to the Certificate of Incorporation of said
corporation:
The first paragraph of Article FOURTH of the Restated Certificate of
Incorporation is hereby amended to read as follows:
FOURTH. 1. The Corporation is authorized to issue two classes of
stock to be designated, respectively, "Common Stock" and "Preferred Stock." The
total number of shares which the Corporation is authorized to issue is Three
Hundred and Thirty Million (330,000,000) shares. Three Hundred Million
(300,000,000) shares shall be Common Stock, each having a par value of $.001.
Thirty Million (30,000,000) shares shall be Preferred Stock, each having a par
value of $.001.
SECOND: That at a special meeting of stockholders held on August 31, 2000,
stockholders representing a majority of the outstanding stock entitled to vote
voted in favor of said amendment.
THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 212 and 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed by Steven J. Goldman , its Chairman and Chief Executive Officer,
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this 31st day of August , 2000.
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/s/ Steven J. Goldman
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By: Steven J. Goldman, Chairman and
Chief Executive Officer
