ADC TELECOMMUNICATIONS INC
S-8, 2000-03-14
TELEPHONE & TELEGRAPH APPARATUS
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Exhibit 4.6


ARTICLES OF AMENDMENT
OF
RESTATED ARTICLES OF INCORPORATION
OF
ADC TELECOMMUNICATIONS, INC.
(a Minnesota Corporation)

    The undersigned, the President and Secretary, respectively, of ADC Telecommunications, Inc., a corporation organized under the laws of the State of Minnesota (the "Company"), hereby certify that:

    1.  The Board of Directors of the Company adopted the following resolution by unanimous written consent of all directors:

    NOW, THEREFORE, BE IT RESOLVED, that the first sentence of Article 3 of the Company's Restated Articles of Incorporation is hereby amended to read in its entirety as follows:

    2.  The foregoing amendment was adopted pursuant to the applicable provisions of Chapter 302A of the Minnesota Statues, more specifically, Section 302A.402, subd. 3 of the Minnesota Statues.

    3.  The foregoing amendment was adopted in connection with the division of the authorized shares of Common Stock of the Company pursuant to a two-for-one stock split effected for each share of Common Stock issued and outstanding at the close of business on January 25, 2000, and such amendment will not adversely affect the rights or preferences of the holders of outstanding shares of any class or series and will not result in the percentage of authorized shares of any class or series that remains unissued after the division or combination exceeding the percentage of authorized shares of that class or series that were unissued before such stock split.

    IN WITNESS WHEREOF, these Articles of Amendment have been executed by the President and the Secretary of ADC Telecommunications, Inc. as of this 20th day of January, 2000.

    ADC TELECOMMUNICATIONS, INC.
 
 
 
 
 
By:
 
 
 
/S/ WILLIAM J. CADOGAN
William J. Cadogan    President
 
 
 
 
 
AND
 
 
 
 
 
By:
 
 
 
/S/ JEFFREY D. PFLAUM
Jeffrey D. Pflaum    Secretary



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ARTICLES OF AMENDMENT OF RESTATED ARTICLES OF INCORPORATION OF ADC TELECOMMUNICATIONS, INC. (a Minnesota Corporation)


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