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EXHIBIT 3.3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
EMULEX CORPORATION
Emulex Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:
FIRST: That at a meeting of the Board of Directors of the Corporation,
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation, as amended, of the Corporation, declaring said
amendment to be advisable and to be presented to the stockholders at the annual
meeting of stockholders of the Corporation for consideration thereof. The
resolution setting forth the proposed amendment is as follows:
"RESOLVED, that, Article IV of the Corporation's Certificate of
Incorporation, as previously amended, be further amended, without
effect upon any stock designation heretofore filed, to read as follows:
ARTICLE IV
Authorized Capital Stock
The corporation is authorized to issue two classes of capital
stock, designated Common Stock and Preferred Stock. The amount of total
authorized capital stock of the corporation is 121,000,000 shares,
divided into 120,000,000 shares of Common Stock, par value $0.10 per
share, and 1,000,000 shares of Preferred Stock, par value $0.01 per
share. Upon the effectiveness of this Amendment, each outstanding share
of Common Stock, par value $0.20 per share, shall be split, converted
and changed into two shares of Common Stock, par value $0.10 per share.
The effective date of this Amendment shall be 11:59 p.m. (Eastern
Standard Time) on December 15, 1999.
The shares of Preferred Stock may be issued from time to time
in one or more series. The board of directors is hereby authorized to
fix by resolution or resolutions the designations and the powers,
preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions of any series
of shares of Preferred Stock, including without limitation the dividend
rate, conversion rights, redemption price and liquidation preference,
of any such series, and to fix the number of shares constituting such
series, and to increase or decrease the number of shares of any such
series (but not below the number of shares thereof then outstanding).
In case the number of shares of any such series shall be so decreased,
the shares constituting such decrease shall resume the status which
they had prior to the adoption of the resolution or resolutions
originally fixing the number of shares of such series."
SECOND: That thereafter, pursuant to resolutions of the Board of
Directors, the proposed amendment was presented to the stockholders at the
annual meeting of stockholders of the Corporation held on November 18, 1999,
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware, at which meeting the necessary number of shares as required
by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Paul F. Folino, its President and Chief Executive Officer, and Michael
J. Rockenbach, its Vice President, Chief Financial Officer, Secretary and
Treasurer, this 18th day of November, 1999.
By: /s/ Paul F. Folino
--------------------------------------
Paul F. Folino,
President and Chief Executive Officer
Attest:
/s/ Michael J. Rockenbach
------------------------------------------------
Michael J. Rockenbach, Vice President,
Chief Financial Officer, Secretary and Treasurer
