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EXHIBIT 3.5
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION OF
VITRIA TECHNOLOGY, INC.
JoMei Chang, Ph.D. hereby certifies as follows:
One: The original name of this corporation is Vitria Acquisition
Corporation and the date of filing of the original Certificate of Incorporation
of this corporation with the Secretary of State of the State of Delaware is June
21, 1999.
Two: That she is the duly elected and acting President and Chief
Executive Officer of Vitria Technology, Inc., a Delaware corporation.
Three: The Board of Directors of the Corporation, acting in accordance with
the provisions of Sections 141 and 242 of the General Corporation Law of the
State of Delaware, adopted resolutions amending its Restated Certificate of
Incorporation as follows:
Article IV, Paragraph A shall be amended and restated to read in its
entirety as follows:
"A This 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 six hundred
five million (605,000,000) shares. Six hundred million (600,000,000) shares
shall be Common Stock, each having a par value of one-tenth of one cent
($.001). Five million (5,000,000) shares shall be Preferred Stock, each
having a par value of one-tenth of one cent ($.001)."
Four: Thereafter, pursuant to a resolution of the Board of Directors, this
Certificate of Amendment was submitted to the stockholders of the Corporation
for their approval, and was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
In Witness Whereof, Vitria Technology, Inc. has caused this Certificate of
Amendment to be signed by its President and Chief Executive Officer this 25/th/
day of July, 2000.
/s/ JoMei Chang, Ph.D.
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JoMei Chang, Ph.D.
President and Chief Executive Officer
