<PAGE>
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
EXAR CORPORATION
EXAR 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 Exar Corporation.
SECOND: The date on which the Certificate of Incorporation of the
corporation was filed with the Secretary of State of the State of Delaware was
October 10, 1991. An Amended and Restated Certificate of Incorporation was filed
with the Secretary of State of the State of Delaware on February 27, 1992. A
Certificate of Amendment and Amended and Restated Certificate of Incorporation
of the corporation was filed with the Secretary of State of the State of
Delaware on January 19, 1995.
THIRD: The Board of Directors of the corporation, acting in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware, adopted resolutions to amend the Amended and Restated Certificate
of Incorporation of the corporation by deleting the first paragraph of Article
IV and substituting therefor a new first paragraph of Article IV in the
following form:
"This corporation is authorized to issue two classes of stock to be
designated, respectively, `Common Stock' and `Preferred Stock.' The total number
of shares which the corporation is authorized to issue is One Hundred Two
Million Two Hundred Fifty Thousand (102,250,000) shares. One Hundred Million
(100,000,000) shares shall be Common Stock, and Two Million Two Hundred Fifty
Thousand (2,250,000) shares shall be Preferred Stock, each having a par value of
one-hundredth of one cent ($.001)."
FOURTH: Thereafter, pursuant to a resolution of the Board of Directors,
this Certificate of Amendment was submitted to the stockholders of the
corporation for their approval and was duly adopted in accordance with the
provision of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, Exar Corporation has caused this Certificate of
Amendment to be signed by its President and Chief Executive Officer and attested
to by its Secretary this 20th day of June, 2000.
EXAR CORPORATION
/s/ Donald L. Ciffone, Jr.
------------------------------------
Donald L. Ciffone, Jr.
President and Chief Executive Officer
ATTEST:
/s/ Ronald W. Guire
--------------------------
Ronald W. Guire,
Secretary
