Dell Computer Corporation
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
Dell Computer Corporation (the “Company”), a
corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware (the
“DGCL”), does hereby certify as follows:
FIRST: The Board of Directors of the Company (the
“Board”), acting by unanimous written consent, dated
May 7, 1999, in accordance with the applicable provisions of
the DGCL and the Company’s Bylaws, did duly adopt
resolutions (a) approving the amendment to the
Company’s Certificate of Incorporation described herein,
(b) directing that such amendment be submitted to the
stockholders of the Company for consideration at the
Company’s annual meeting of stockholders held on
July 16, 1999 and (c) directing that, upon approval and
adoption of such amendment by the stockholders of the Company,
this Certificate of Amendment be executed and filed with the
Secretary of State of the State of Delaware.
SECOND: The stockholders of the Company, acting at the
Company’s annual meeting of stockholders duly called and
held on July 16, 1999 in accordance with the applicable
provisions of the DGCL and the Company’s Bylaws, did duly
consent to, approve and adopt such amendment to the
Company’s Certificate of Incorporation.
THIRD: The first paragraph of Article Fourth of the
Company’s Certificate of Incorporation is hereby amended to
read in its entirety as follows:
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“FOURTH: The total number of shares of capital stock
of the Corporation shall be seven billion and
five million (7,005,000,000), which shall consist of
five million (5,000,000) shares of Preferred Stock, of the
par value of $0.01 per share, and seven billion
(7,000,000,000) shares of Common Stock, of the par value of
$0.01 per share.” |
Such amendment having been duly adopted in accordance with the
provisions of Section 242 of the DGCL and the applicable
provisions of the Company’s Certificate of Incorporation and
Bylaws, the Company has caused this Certificate of Amendment to
be executed and attested by its duly authorized officers on
July 16, 1999.
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DELL COMPUTER CORPORATION |
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Michael S. Dell, |
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Chairman of the Board and |
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Chief Executive Officer |
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Attest: |
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/s/ THOMAS H. WELCH, JR. |
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Thomas H. Welch, Jr., |
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Assistant Secretary |
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