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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 8th day of June, 2000.
EXAR CORPORATION
By:
-------------------------------------
Donald L. Ciffone, Jr.
President and Chief Executive Officer
ATTEST:
--------------------------------
Ronald W. Guire,
Secretary
