Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE RESTATED CERTIFICATE OF INCORPORATION
OF
INTEL CORPORATION
Intel 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:
FIRST: That the Board of Directors of the Corporation, at a meeting
duly held on January 12, 2000, adopted a resolution proposing and declaring
advisable an amendment to the Restated Certificate of Incorporation of the
Corporation and directed that said amendment be submitted for the
consideration of the Corporation's stockholders at the next annual meeting
thereof. The proposed amendment is as follows:
The first sentence of paragraph 4 of the Restated Certificate of
Incorporation of the Corporation is hereby deleted and the following is
substituted in lieu thereof:
The total number of shares of all classes of stock that
the Corporation is authorized to issue is ten billion fifty million
(10,050,000,000) consisting of ten billion (10,000,000,000) shares
of Common Stock with a par value of one tenth of one cent ($.001)
per share and fifty million (50,000,000) shares of Preferred Stock
with a par value of one tenth of one cent ($.001) per share.
Accordingly, paragraph 4 of the Restated Certificate of
Incorporation of the Corporation shall read in its entirety as follows:
4. The total number of shares of all classes of stock that the
Corporation is authorized to issue is ten billion fifty
million (10,050,000,000) consisting of ten billion
(10,000,000,000) shares of Common Stock with a par value of
one tenth of one cent ($.001) per share and fifty million
(50,000,000) shares of Preferred Stock with a par value of
one tenth of one cent ($.001) per share. The Preferred
Stock may be issued in one or more series, and the Board of
Directors of the Corporation is expressly authorized (i) to
fix the descriptions, powers, preferences, rights,
qualifications, limitations, and restrictions with respect
to any series of Preferred Stock and (ii) to specify the
number of shares of any series of Preferred Stock.
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SECOND: That thereafter, at the annual meeting of stockholders of the
Corporation duly held on May 17, 2000, upon notice and in accordance with
Section 222 of the General Corporation Law of the State of Delaware, the
necessary number of shares as required were voted in favor of the amendment.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law of
the State of Delaware.
FOURTH: That this Certificate of Amendment to the Restated Certificate
of Incorporation shall be effective on the date of filing with the Secretary
of the State of Delaware.
IN WITNESS WHEREOF, said Intel Corporation has caused this Certificate
to be signed by F. Thomas Dunlap, Jr., its Vice President, General Counsel
and Secretary, and attested by Cary I. Klafter, the Assistant Secretary, this
17th day of May, 2000.
INTEL CORPORATION
By: /s/ F. Thomas Dunlap, Jr.
-------------------------
F. Thomas Dunlap, Jr.
Vice President, General
Counsel and Secretary
Attest:/s/ Cary I. Klafter
-------------------------
Cary I. Klafter
Assistant Secretary
