<PAGE>
EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
OF AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF APPLIED MICRO CIRCUITS CORPORATION
Applied Micro Circuits Corporation, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify:
FIRST: The name of the Corporation is Applied Micro Circuits Corporation
(the "Corporation").
SECOND: The date on which the Corporation's original Certificate of
Incorporation was filed with the Delaware Secretary of State is February 6,
1987.
THIRD: The Board of Directors of the Corporation, acting in accordance
with the provision of Sections 141 and 242 of the General Corporation Law of the
State of Delaware adopted resolutions at a meeting held on August 3, 1999 to
amend the first paragraph of Article IV of the Amended and Restated Certificate
of Incorporation of the Corporation to read in its entirety as follows:
(A) This Corporation is authorized to issue 182,000,000 shares of its
Capital Stock, which shall be divided into two classes known as Common
Stock and Preferred Stock, respectively.
(B) The total number of shares of Common Stock which this Corporation is
authorized to issue is 180,000,000 with a par value of $0.01 per share.
The total number of shares of Preferred Stock which this Corporation is
authorized to issue is 2,000,000 with a par value of $0.01 per share. The
Preferred Stock may be issued from time to time in one or more series. The
Board of Directors of this Corporation is hereby authorized, within the
limitations and restrictions prescribed by law or stated in this
Certificate of Incorporation, and by filing a certificate pursuant to
applicable law of the State of Delaware, to provide for the issuance of
Preferred Stock in series and (i) to establish from time to time the
number of shares to be included in each such series; (ii) to fix the
voting powers, designations, powers, preferences and relative,
participating, optional or other rights of the shares of each such series
and the qualifications, limitations or restrictions thereof, including but
not limited to, the fixing or alteration of the dividend rights, dividend
rate, conversion rights, conversion rates, voting rights, rights and terms
of redemption (including sinking fund provisions), the redemption price or
prices, and the liquidation preferences of any wholly unissued series of
shares of Preferred Stock; and (iii) to increase or decrease the number of
shares of any series subsequent to the issue of shares of that series, but
not below the number of shares of such series then outstanding. In case
the number of shares of any series shall be so decreased, the shares
constituting such decrease shall resume the status which they had prior to
the adoption of the resolution originally fixing the number of shares of
such series.
FOURTH: Thereafter, pursuant to a resolution of the Board of Directors,
this Certificate of Amendment of Amended and Restated Certificate of
Incorporation was submitted
<PAGE>
to the stockholders of the Corporation and was duly approved by the required
vote of stockholders of the Corporation in accordance with Sections 228 and 242
of the Delaware General Corporation Law. The total number of outstanding shares
entitled to vote or consent to this Amendment was 26,872,462 shares of Common
Stock. A majority of the outstanding shares of Common Stock voted in favor of
this Certificate of Amendment of Amended and Restated Certificate of
Incorporation.
IN WITNESS WEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its President and Chief Executive Officer this 1st day
of September, 1999.
APPLIED MICRO CIRCUITS CORPORATION
/s/ David M. Rickey
-------------------------------------
David M. Rickey
President and Chief Executive Officer
2.
