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EXHIBIT 3.4
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
ATG INC.,
a California Corporation
Doreen M. Chiu and Frank Y. Chiu certify that:
1. They are the duly elected President and Secretary, respectively, of
ATG Inc., a California corporation (the "Corporation").
2. Article III of the Amended and Restated Articles of Incorporation of
the Corporation (the "Articles") is amended to read as follows, in its entirety:
"The total number of shares of all classes of stock that this
corporation is authorized to issue is 50 Million (50,000,000) shares,
consisting of 42 Million (42,000,000) shares of Common Stock and 8 Million
(8,000,000) shares of Preferred Stock. The Board of Directors is hereby
authorized from time to time to provide by resolution for the issuance of
shares of Preferred Stock in one or more classes or series not exceeding
the aggregate number of shares of Preferred Stock authorized by these
Amended and Restated Articles of Incorporation, as amended from time to
time; to designate, and to fix the number of shares constituting, each such
class or series; and to determine with respect to each such class or series
the voting powers, if any (which voting powers if granted may be full or
limited), designations, preferences and relative, participating, optional
or other special rights, and the qualifications, limitations or
restrictions applicable thereto, including, without limiting the generality
of the foregoing, the voting rights applicable to any class or series
(which may be any whole or fractional number of votes per share, and which
may be applicable generally or only upon stated matters, events or
conditions); the rate of dividend to which holders of Preferred Stock of
any class or series may be entitled (which may or may not be cumulative
and/or participating); the rights of holders of Preferred Stock of any
class or series in the event of liquidation, dissolution or winding up of
the affairs of this corporation or other circumstances; the rights, if any,
of holders of Preferred Stock of any class or series to convert or exchange
such shares of Preferred Stock for shares of any other class of capital
stock
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of this corporation or any other entity or to convert or exchange such
Preferred Stock for any other form of property (including in each case the
determination of the price or prices or the rate or rates applicable to
such rights to convert or exchange and the adjustment thereof, the time or
times during which the right to convert or exchange shall be applicable and
the time or times during which a particular price or rate shall be
applicable); and the rights, if any, to redeem any class or series of
Preferred Stock (which may be mandatory at a fixed time or upon the
occurrence of a specified event, or may be optional on the part of this
corporation and/or the shareholder).
Unless otherwise provided by law or in a resolution or resolutions
establishing a particular class or series of Preferred Stock, the aggregate
number of authorized shares of Preferred Stock may be increased by an
amendment to the Amended and Restated Articles of Incorporation approved
solely by the holders of Common Stock and of any Preferred Stock which is
entitled pursuant to its voting rights designated by the Board to vote
thereon, if at all, voting together as a class.
The Board of Directors shall be entitled to increase or decrease the
number of shares previously designated by the Board to a class or series of
Preferred Stock without prior shareholder approval, provided that at no
time shall the Board of Directors be entitled to decrease the number of
shares previously so designated to a class or series to a number that is
less than the number of shares of such series then issued and outstanding.
Before this corporation shall issue any shares of Preferred Stock of
any class or series, a certificate, setting forth a copy of the resolution
or resolutions of the Board of Directors, fixing the attributes of such
class or series shall be filed in the manner prescribed by the laws of the
State of California."
3. The foregoing amendment of the Amended and Restated Articles of
Incorporation has been duly approved by the Board of Directors of the
Corporation pursuant to Section 902 of the California Corporations Code (the
"Corporations Code").
4. The foregoing amendment of the Amended and Restated Articles of
Incorporation has been duly approved by the required vote of the shareholders of
the
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Corporation pursuant to Sections 902 and 903 of the Corporations Code. On June
1, 2000, the record date of the meeting of shareholders of the Corporation at
which the foregoing amendment of the Amended and Restated Articles of
Incorporation was approved, the total number of issued and outstanding shares of
Common Stock entitled to vote with respect to the foregoing amendment was
14,117,676. On said record date, the Corporation had no other class of
securities outstanding. The number of shares of Common Stock voting in favor of
the amendment exceeded the vote required in that the affirmative vote of a
majority of the outstanding shares of Common Stock was required for approval of
the amendment and the amendment was approved by the affirmative vote of 56% of
the outstanding shares of Common Stock.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
IN WITNESS WHEREOF, the undersigned have executed this certificate in Palo
Alto, California, this 31st day of August, 2000.
/s/ DOREEN M. CHIU
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Doreen M. Chiu, President
/s/ FRANK Y. CHIU
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Frank Y. Chiu, Secretary
