<PAGE> 1
EXHIBIT 3.4
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
Informatica Corporation, a corporation organized and existing under the
laws of the State of Delaware, (the "Corporation") hereby certifies as follows:
FIRST: That, at a meeting of the Board of Directors of the Corporation held
on May 25, 2000, the Board of Directors adopted a resolution proposing and
declaring advisable the following amendment to the Amended and Restated
Certificate of Incorporation of the Corporation:
RESOLVED, that Article IV of the Corporation's Amended and Restated
Certificate of Incorporation shall be amended, subject to stockholder
approval, to read in its entirety as follows:
ARTICLE IV
This Corporation is authorized to issue two classes of shares to be
designated, respectively, "Common Stock" with a par value of $0.001 per
share ("Common Stock"), and "Preferred Stock" with a par value of $0.001
per share ("Preferred Stock"). The total number of shares which the
Corporation is authorized to issue is Two Hundred Two Million (202,000,000)
shares, of which Two Hundred Million (200,000,000) shares shall be Common
Stock and Two Million (2,000,000) shares shall be Preferred Stock.
The Preferred Stock authorized by this Amended and Restated
Certificate of Incorporation may be issued from time to time in one or more
series. Subject to applicable protective voting rights which have been or
may be granted to the Preferred Stock, the Board of Directors is authorized
to determine or alter any or all of the rights, preferences, privileges and
restrictions granted to or imposed upon any wholly unissued series of
Preferred Stock, and to fix, alter or reduce the number of shares
comprising any such series (but not below the number of such shares
outstanding for any such series) and the designation thereof, or any of
them, and to provide for rights and terms of redemption or conversion of
the shares of any such series.
SECOND: That the stockholders of the Corporation have approved at the
Annual Meeting of Stockholders held on May 25, 2000 said amendment in accordance
with the provisions of Section 228 of the General Corporation Law of the State
of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
applicable provisions of Sections 242 and 228 of the General Corporation Law of
the State of Delaware.
1
<PAGE> 2
IN WITNESS WHEREOF, Informatica Corporation has caused this Certificate of
Amendment to Amended and Restated Certificate of Incorporation to be signed by
its President and attested to by its Secretary this 25th day of May, 2000.
INFORMATICA CORPORATION
By /s/ DIAZ H. NESAMONEY
-----------------------
Diaz H. Nesamoney
President
ATTEST:
/s/ GAURAV S. DHILLON
---------------------
Gaurav S. Dhillon
Secretary
