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Exhibit 3.5
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION OF
SIMPLEX SOLUTIONS, INC.
A Delaware Corporation
I, the undersigned duly authorized officer of Simplex Solutions, Inc., a
corporation organized and existing under the General Corporation Law of the
State of Delaware (the "Corporation"), in accordance with the provisions of
Section 103 thereof, and pursuant to Section 242 thereof, do hereby certify:
FIRST: That in an action by written consent of the Board of Directors of
Simplex Solutions, Inc., a resolution was duly adopted setting forth a proposed
amendment of the Certificate of Incorporation of the Corporation, declaring
said amendment to be advisable. The resolution setting forth said amendment is
as follows:
RESOLVED: That the Certificate of Incorporation of the Corporation be
amended by changing Paragraph A of Article IV thereof so that, as amended
said paragraph shall be and read in its entirety as follows:
"Authorized Stock. The corporation is authorized to issue two classes
of stock to be designated, respectively, "Common Stock" and "Preferred Stock."
The total number of shares of which the Corporation is authorized to issue is
Fifty-Eight Million (58,000,000) shares. Forty-Four Million (44,000,000) shares
shall be designated as Common Stock and Fourteen Million (14,000,000) shares
shall be designated as Preferred Stock, each with a par value of $0.001."
SECOND: That said amendment was duly adopted by the stockholders of the
Corporation in accordance with the provisions of Section 242 and shall be
executed, acknowledged and filed in accordance with Section 103 of the General
Corporation Law of the State of Delaware.
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IN WITNESS WHEREOF, Simplex Solutions, Inc., has caused this Certificate
of Amendment of the Certificate of Incorporation to be executed by its Chief
Executive Officer, Penelope Herscher, this 2nd day of October, 2000.
SIMPLEX SOLUTIONS, INC.
/s/ Penelope Herscher
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Penelope Herscher
Chief Executive Officer
