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EXHIBIT 3.3
CERTIFICATE OF AMENDMENT
OF
SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF QUEST SOFTWARE, INC.
(A CALIFORNIA CORPORATION)
The undersigned Vincent C. Smith and David M. Doyle hereby certify
that:
1. They are the duly elected and acting (i) Chief Executive Officer and
(ii) President and Secretary, respectively, of Quest Software, Inc., a
California corporation (the "Corporation").
2. Paragraph A of Article III of the Second Amended and Restated
Articles of Incorporation of the Corporation, as amended through the date of
this filing (the "Restated Articles"), shall be amended to read in full as
follows:
A. Classes of Stock. This corporation is authorized to issue two
classes of stock to be designated, respectively, "Common
Stock" and "Preferred Stock." The total number of shares of
stock which the corporation is authorized to issue is One
Hundred Sixty Million (160,000,000) shares. One Hundred Fifty
Million (150,000,000) shares shall be Common Stock, no par
value per share, and Ten Million (10,000,000) shares shall be
Preferred Stock, no par value per share. Effective immediately
upon the filing of this Certificate of Amendment, each
outstanding share of Common Stock shall be split and
automatically converted, without any further action on the
part of the holder thereof, into two (2) shares of Common
Stock. No shares of Preferred Stock are outstanding. No
fractional shares shall be issued in connection with the stock
split.
3. The foregoing amendment of the Restated Articles has been duly
approved by the Board of Directors of the Corporation.
4. The Corporation has only one class of shares outstanding. No vote of
the shareholders of the Corporation was required in accordance with the Restated
Articles and Sections 902(c) and 903(a) of the California Corporations Code.
We further declare under penalty of perjury under the laws of the State
of California that we have read this Certificate and that the matters set forth
herein are true and correct of our own knowledge.
Executed at Irvine, California on March 24, 2000.
/s/ VINCENT C. SMITH
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Vincent C. Smith
Chief Executive Officer
/s/ DAVID M. DOYLE
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David M. Doyle
President and Secretary
