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EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MASIMO CORPORATION
A DELAWARE CORPORATION
Joe E. Kiani and Bradley R. Langdale hereby certify that:
1. We are the President and the Secretary, respectively, of Masimo
Corporation, an Delaware corporation.
2. The first two (2) paragraphs of Article IV of the Amended and Restated
Certificate of Incorporation of this corporation are amended to read in
their entirety as follows:
"The Corporation is authorized to issue two classes of
shares to be designated respectively "Preferred Stock" and
"Common Stock." The total number of shares of Preferred
Stock authorized is 11,000,000, $.001 par value. The total
number of shares of Common Stock authorized is 22,000,000,
$.001 par value.
The shares of Preferred Stock authorized by this Certificate of
Incorporation may be issued from time to time in one or more series.
The Board of Directors is authorized to determine or alter any or all
of the rights, preferences, privileges and restrictions to or imposed
upon any wholly unissued series of the shares of Preferred Stock, and
to fix or alter the number of shares comprising any such series and
the designation thereof, or any of them, to increase or decrease (but
not below the number of shares of any such series then outstanding)
the number of shares of any such series subsequent to the issue of
shares of that series, and to provide for rights and terms of
redemption or conversion of the shares of any such series. The first
series of Preferred Stock shall be comprised of 966,363 shares and
shall be designated as "Series A Preferred Stock." The second series
of Preferred Stock shall be comprised of 1,125,000 shares and shall be
designated as "Series B Preferred Stock." The third series of
Preferred Stock shall be comprised of 1,848,238 shares and shall be
designated as "Series C Preferred Stock." The fourth series of
Preferred Stock shall be comprised of 1,500,000 shares and shall be
designated as "Series D Preferred Stock." The fifth series of
Preferred Stock shall be comprised of 2,054,516 shares and shall be
designated as "Series E Preferred Stock." The sixth series of
Preferred Stock shall be comprised of 3,042,604 shares and shall be
designated as "Series F Preferred Stock.""
3. The foregoing amendment of the Amended and Restated Certificate of
Incorporation of this corporation has been duly approved by the Board of
Directors.
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4. The foregoing amendment of the Amended and Restated Certificate of
Incorporation of this corporation has been duly approved by written consent
in accordance with Section 228 of the General Corporation Law of the State
of Delaware.
5. The foregoing amendment of the Amended and Restated Certificate of
Incorporation has been duly adopted in accordance with the applicable
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
We declare under penalty of perjury under the laws of the State of Delaware
that the matters set forth in this certificate are true and correct of our
own knowledge.
Dated as of September 6, 2000
/s/ JOE E. KIANI
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Joe E. Kiani, President
/s/ BRADLEY R. LANGDALE
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Bradley R. Langdale, Secretary
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