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EXHIBIT 3.5
CERTIFICATE OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
SYMMETRICOM, INC.
The undersigned, Thomas W. Steipp and William Slater, do hereby certify:
1. They are the duly elected and acting Chief Executive Officer and
Secretary, respectively, of Symmetricom, Inc., a California corporation (the
"Corporation").
2. Article 3(a) of the Articles of Incorporation of the Corporation is
amended to read as follows:
"This corporation is authorized to issue two classes of stock, which
shall be designated Common Stock and Preferred Stock, respectively. The
total number of shares which this corporation is authorized to issue is One
Hundred Fifty Million and Five Hundred Thousand (150,500,000) shares,
consisting of One Hundred and Fifty Million (150,000,000) shares of Common
Stock and Five Hundred Thousand (500,000) shares of Preferred Stock."
3. The foregoing amendment of the Articles of Incorporation has been duly
approved by the board of directors.
4. The foregoing amendment of the Articles of Incorporation has been duly
approved by the required vote of the shareholders in accordance with Section 902
and 903 of the California Corporations Code. The total number of outstanding
shares of the Corporation entitled to vote with respect to the amendment is
23,306,217 shares of Common Stock. The number of shares voting in favor of the
amendment equaled or exceeded the vote required. The percentage vote required
was a majority of the outstanding shares of Common Stock.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Dated: October 31, 2000
/s/ Thomas W. Steipp
Thomas W. Steipp, Chief Executive Officer
/s/ William Slater
William Slater, Secretary
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CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION OF
SILICON GENERAL, INC.
William D. Rasdal and J. Scott Kamsler certify that:
1. They are the Chairman of the Board and Secretary, respectively, of
Silicon General, Inc., a California corporation.
2. Article 1 of the Articles of Incorporation of this corporation is
amended to read in full as follows:
"(1) The name of this corporation is Symmetricom, Inc."
3. The foregoing amendment of Articles of Incorporation has been duly
approved by the Board of Directors.
4. The foregoing amendment of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902 of
the California Corporations Code. The total number of outstanding shares of
Common Stock of the corporation entitled to vote with respect to this matter is
13,841,870. The number of shares voting in favor of the amendment equaled or
exceeded the vote required. The percentage vote required was more than 50% of
the outstanding shares of Common Stock.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Date: October 21, 1993
/s/ William D. Rasdal
--------------------------------------------------
William D. Rasdal, Chairman of the Board
/s/ J. Scott Kamsler, Secretary
--------------------------------------------------
J. Scott Kamsler, Secretary
<PAGE>
CERTIFICATE OF AMENDMENT OF
THE ARTICLES OF INCORPORATION
OF SILICON GENERAL, INC.
William D. Rasdal and J. Scott Kamsler certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of Silicon General, Inc., a California corporation (the
"Company").
2. Article 7 of the Restated Articles of Incorporation of the Company
shall be amended to read as follows:
"(7) The corporation is authorized to indemnify the directors and
officers of the corporation to the fullest extent permissible under
California law."
3. The following provision shall be added to the Restated Articles of
Incorporation of the Company as Article (8):
"(8) Any repeal or modification of the foregoing provisions of these
Articles of Incorporation regarding limitation of liability and
indemnification shall not adversely affect any right of limitation of
liability or indemnification of an agent of this corporation relating
to acts or omissions occurring prior to such repeal or modification."
4. The foregoing amendments of the Restated Articles of Incorporation of
the Company have been duly approved by the Board of Directors.
5. The foregoing amendments of the Restated Articles of Incorporation of
the Company have been duly approved by the required vote of the shareholders in
accordance with Section 902 of the California Corporations Code. The total
number of outstanding shares of the Company entitled to vote with respect to the
amendments is 12,308,593 shares of Common Stock, no par value. The number of
shares voting in favor of the amendments equalled or exceeded the vote required.
The percentage vote required was a majority of the outstanding shares of Common
Stock.
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We declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate of Amendment are true
and correct of our own knowledge.
Dated: December 6, 1990
/s/ William D. Rasdal
-------------------------------------------------
William D. Rasdal, President
/s/ J. Scott Kamsler, Secretary
-------------------------------------------------
J. Scott Kamsler, Secretary
<PAGE>
RESTATED ARTICLES OF INCORPORATION
OF
SILICON GENERAL, INC.
---------------------
A California Corporation
WILLIAM D. RASDAL and JOHN L. KEHOE certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of Silicon General, Inc., a California corporation ("the
Company").
2. The Articles of Incorporation of said company shall be amended and
restated to read in full as follows:
"(1) The name of this corporation is:
SILICON GENERAL, INC.
(2) The purpose of the corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the trust
company business or the practice of a profession permitted to be
incorporated by the California Corporations Code.
(3)(a) This corporation is authorized to issue two classes of
stock, which shall be designated Preferred Stock and Common Stock,
respectively. The total number of shares which this corporation is
authorized to issue is Thirty-two Million Five Hundred Thousand
(32,500,000) shares, consisting of Thirty-two Million (32,000,000) shares
of Common Stock and Five Hundred Thousand (500,000) shares of Preferred
Stock.
(b) The Preferred Stock may be issued from time to time in one or
more series. Prior to or simultaneously with the creation and/or issuance
of any such series, the Board of Directors is hereby authorized to fix the
rights, preferences, privileges, and relative priorities thereof to the
full extent permitted by the laws of the State of California, unless such
rights, preferences, privileges or relative priorities are otherwise
established by these Articles of Incorporation. Without limitation, the
foregoing authority shall include the right to create, determine, fix
and/or alter:
(i) dividend rights;
(ii) dividend rate;
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(iii) conversion rights;
(iv) voting rights;
(v) rights and terms of redemption (including sinking fund
provisions);
(vi) redemption price or prices;
(vii) liquidation preferences of any series over any other series
theretofore or thereafter issued; and
(viii) the number of shares and the designation or title
of any wholly unissued series of said Preferred Stock, and all or any of
the foregoing, provided that all shares in any single series shall have the
same rights, preferences and privileges. Said authority shall also include
the right to increase or decrease the number of shares of any such series
subsequent to the issuance 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. All
shares of any series redeemed, repurchased or otherwise reacquired, as well
as shares of a series authorized but not yet issued, shall thereupon,
without further action by the Board of Directors, be or become authorized
but unissued shares subject to all of the authority of the Board of
Directors in this paragraph (b) provided. The foregoing powers of the
Board of Directors shall be exercised in accordance with the provisions of
Section 401 of the California Corporations Code.
(4) Authority is hereby granted to the holders of the shares of
this corporation to change from time to time the authorized number of
directors of this corporation.
(5) The corporation elects to be governed by all of the
provisions of the General Corporation Law (as added to the California
Corporations Code effective January 1, 1977, and as subsequently amended)
not otherwise applicable to this corporation under Chapter 23 of said
General Corporation Law.
(6) The liability of the directors of the corporation for
monetary damages shall be eliminated to the fullest extent permissible
under California law.
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(7) The corporation is authorized to provide indemnification of
Agents (as defined in Section 317 of the Corporations Code) for breach of
duty to the corporation and its shareholders through By-Law provisions,
agreements with the Agents, vote of shareholders or disinterested directors
or otherwise in excess of the indemnification otherwise expressly permitted
by Section 317 of the Corporations Code, subject to the limits on such
indemnification set forth in Section 204 of the Corporations Code or as to
circumstances in which indemnity is expressly prohibited by Section 317."
3. The foregoing amendment and restatement of the Articles of
Incorporation of the Company has been duly approved by the Board of Directors.
4. The foregoing amendment and restatement of the Articles of
Incorporation of the Company has been duly approved by the required vote of
shareholders in accordance with Section 902 of the Corporations Code. The total
number of outstanding shares of the Company is 12,187,424 shares of Common
Stock, no par value. The number of shares voting in favor of the amendment
equalled or exceeded the vote required. The percentage vote required was more
than fifty percent of both classes.
We declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Date: _______________, 1989
/s/ William D. Rasdal
----------------------------------------
William D. Rasdal,
President
/s/ John L. Kehoe, Secretary
----------------------------------------
John L. Kehoe,
Secretary
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