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Exhibit 3.5
CERTIFICATE OF AMENDMENT OF THE
RESTATED ARTICLES OF INCORPORATION OF
SILICON STORAGE TECHNOLOGY, INC.
The undersigned certify that:
1. They are the duly elected and acting President and Chief Executive
Officer, and Secretary, respectively, of Silicon Storage Technology, Inc., a
California corporation.
2. Article III, paragraph A of the Restated Articles of Incorporation
of this corporation is amended to read in full as follows:
"The Corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The
total number of shares the Corporation shall have the authority to
issue is 250,000,000 shares of Common Stock, without par value, and
7,000,000 shares of Preferred Stock, without par value."
3. The foregoing amendment of the Restated Articles of Incorporation
has been duly approved by the Board of Directors.
4. The foregoing amendment of the Restated 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 the corporation is 29,569,081 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 more than 50% of the
outstanding shares of Common Stock. No shares of Series A Junior
Participating Preferred Stock are currently outstanding.
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.
Executed at Sunnyvale, California on June 30, 2000.
/s/ Bing Yeh
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Bing Yeh
President and Chief Executive Officer
/s/ Jeffrey L. Garon
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Jeffrey L. Garon
Secretary
