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Exhibit 3.01
CERTIFICATE OF AMENDMENT
OF THE RESTATED CERTIFICATE OF INCORPORATION OF
THE 3DO COMPANY
The undersigned, Kathy McElwee, being the Chief Financial Officer of
The 3DO Company, a Delaware corporation, hereby certifies:
1. The date on which the Restated Certificate of Incorporation of the
Corporation was filed with the Secretary of State of Delaware is
February 1, 1996.
2. The first paragraph of Article IV of the Restated Certificate of
Incorporation of the Corporation is amended and restated to read as
follows:
"The total number of shares of all classes of stock which the Company
has authority to issue is One Hundred and Thirty Million (130,000,000) shares,
consisting of two classes: One Hundred and Twenty Five Million (125,000,000)
shares of Common Stock, par value $0.01 per share, and Five Million (5,000,000)
shares of Preferred Stock, par value $0.01 per share."
3. This Amendment of the Corporation's Restated Certificate of
Incorporation has been duly adopted by the Corporation's board of
directors in accordance with Section 242 of the General Corporation Law
of the State of Delaware, and by the holders of each class of
outstanding stock entitled to vote thereon at the Corporation's annual
meeting called and held upon notice in accordance with Sections 222 and
242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment of the Restated Certificate of Incorporation to be signed by Kathy
McElwee, its Chief Financial Officer, on this 25th day of August, 2000.
THE 3DO COMPANY
By: /s/ Kathy McElwee
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Kathy McElwee, Chief Financial Officer
ATTEST:
/s/ James Cook
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James Cook, Secretary
