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EXHIBIT 3.1(b)
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
WIND RIVER SYSTEMS, INC.
Ronald A. Abelmann and Richard W. Kraber hereby certify that:
FIRST: They are the duly elected and acting President and Secretary of
Wind River Systems, Inc., a Delaware corporation.
SECOND: The name of this Corporation is Wind River Systems, Inc. (the
"Corporation").
THIRD: The date on which the Amended and Restated Certificate of
Incorporation was filed with the Secretary of State of the State of Delaware
is October 14, 1993.
FOURTH: The amendment to the Corporation's Amended and Restated
Certificate of Incorporation set forth below was duly adopted by the Board of
Directors of the Corporation, and approved by the Stockholders in accordance
with the provisions of Section 242 of the General Corporation Law of the
State of Delaware.
FIFTH: Article IV, Paragraph 1 of the Corporation's Amended and
Restated Certificate of Incorporation is amended to read in its entirety as
follows:
"1. 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 Seventy-Seven Million (77,000,000) shares. Seventy-Five Million
(75,000,000) shares shall be Common Stock, each having a par value of
one-tenth of one cent ($.001). Two Million (2,000,000) shares shall be
Preferred Stock, each having a par value of one-tenth of one cent
($.001)."
IN WITNESS WHEREOF, the undersigned have signed this Certificate of
Amendment of Amended and Restated Certificate of Incorporation this 23rd day
of July, 1996 and hereby affirm and acknowledge under penalty of perjury that
the filing of this Certificate of Amendment of Amended and Restated
Certificate of Incorporation of Wind River Systems, Inc. is the act and deed
of Wind River Systems, Inc.
WIND RIVER SYSTEMS, INC.
By: /s/ Ronald A. Abelmann
-----------------------------
Ronald A. Abelmann, President
Attest:
By: /s/ Richard W. Kraber
---------------------------------
Richard W. Kraber, Secretary
1.
