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EXHIBIT 3.09
CERTIFICATE OF RETIREMENT
OF
SERIES A, SERIES B, SERIES C AND SERIES D PREFERRED STOCK
OF
TALARIAN CORPORATION
Talarian Corporation, a Delaware corporation, hereby certifies that:
1. The Board of Directors of the corporation has duly adopted a
resolution that retires the corporation's Series A, Series B, Series C, and
Series D Preferred Stock, each share with a par value of $0.001 per share.
2. The Certificate of Incorporation of the corporation prohibits the
reissuance of the shares of Series A, Series B, Series C, and Series D Preferred
Stock; and pursuant to the provisions of Section 243 of the Delaware General
Corporation Law, upon the effective date of filing of this certificate, the
Certificate of Incorporation of the Company shall be amended so as to effect a
reduction in the authorized number of shares of the Company's capital stock to
the extent of, respectively, 2,034,320 shares of Series A Preferred Stock,
1,388,889 shares of Series B Preferred Stock, 3,775,000 shares of Series C
Preferred Stock and 1,571,055 shares of Series D Preferred Stock, being the
total number of shares retired with a par value of $0.001.
IN WITNESS WHEREOF, said corporation has caused this Certificate of
Retirement to be signed by its duly authorized officer this 26th day of July,
2000.
TALARIAN CORPORATION
By: /s/ Paul A. Larson
-------------------------------------
Paul A. Larson
President and Chief Executive Officer
I declare under penalty of perjury under the laws of the State of
California, the State of Delaware and the United States of America that the
foregoing is true and correct and that this declaration was executed on July 26,
2000 at Santa Clara, California.
By: /s/ Paul A. Larson
-------------------------------------
Paul A. Larson
President and Chief Executive Officer
