CERTIFICATE OF CORRECTION
OF
CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION
OF
COYOTE NETWORK SYSTEMS, INC.
Pursuant to Section 103 of the General Corporation Law of the State of
Delaware, the undersigned does hereby certify:
1. Coyote Network Systems, Inc., a Delaware corporation (the "Company"), filed
a Certificate of Amendment of Restated Certificate of Incorporation with
the Secretary of State of Delaware on May 29, 1998 (the "Certificate of
Amendment").
2. The resolution recited therein in the Section titled "FIRST" contained an
error. Specifically, the intent of the resolution was to amend the first
paragraph of Article IV in order to increase the number of shares of
authorized capital stock of the Company while retaining the remainder of
Article IV. The resolution recited in the Certificate of Amendment failed
to limit the revision to the first paragraph of Article IV, thereby
unintentionally deleting the remainder of the article.
3. The Section title "FIRST" of the Certificate of Amendment is hereby
corrected to read as follows:
FIRST: That at a meeting of the Board of Directors of Coyote Network
Systems, Inc. resolutions were duly adopted setting forth a proposed amendment
of the Restated Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that the Restated Certificate of Incorporation of this
corporation be amended by changing the first paragraph of Article IV of the
Restated Certificate of Incorporation so that, as amended, said paragraph
shall be and read as follows:
"The total number of shares of all classes which the corporation shall have
authority to issue is 35,000,000, of which 5,000,000 shares shall be shares
of Preferred Stock, $.01 par value per share, and 30,000,000 shares shall
be shares of Common Stock, $1.00 par value per share."
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IN WITNESS WHEREOF, said Coyote Network Systems, Inc. has caused this
Certificate of Correction to be signed by Timothy G. Atkinson, an Authorized
Officer, this 27th day of July, 2000.
/s/ Timothy G. Atkinson
-------------------------------
Timothy G. Atkinson, Secretary
