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EXHIBIT 3.5
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF ASTROPOWER, INC.
Pursuant to Section 242 of the
Delaware General Corporation Law
AstroPower, Inc. (hereinafter called the "Corporation"), organized and
existing under and by virtue of the General Corporation law of the State of
Delaware, does hereby certify as follows:
At a meeting of the Board of Directors of the Corporation a resolution was
duly adopted, setting forth an amendment to the Amended and Restated Certificate
of Incorporation of the Corporation and declaring said amendment to be
advisable. The stockholders of the Corporation duly approved said proposed
amendment at a meeting called and held in accordance with Sections 222 and 242
of the Delaware General Corporation Law. The resolutions setting forth the
amendment is as follows:
RESOLVED: That the first paragraph of Article IV of the Amended
and Restated Certificate of Incorporation of the Corporation relating to
the total number of shares of stock which this Corporation shall have
authority to issue be and hereby is deleted and the following Article IV is
inserted in lieu thereof:
1. Total Number of Shares of Stock. The total number of shares
of stock of all classes that the Corporation shall have authority to issue
is 55,000,000 shares, consisting of (a)50,000,000 shares of Common Stock,
of the par value of $.01 each (the "Common Stock") and (b) 5,000,000 shares
of Preferred Stock of the par value of $.01 each (the "Preferred Stock").
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this Certificate of Amendment to be signed by its President
and attested by its Secretary this 15th day of June, 2000.
ASTROPOWER, INC.
By:______________________________
Allen M. Barnett, President
ATTEST:
____________________________
Thomas J. Stiner, Secretary
