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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
TRANSWITCH CORPORATION
(INCORPORATED APRIL 26, 1988)
* * * * * *
TranSwitch Corporation (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation adopted resolutions
proposing and declaring advisable the following amendment to the Amended and
Restated Certificate of Incorporation of the Corporation:
RESOLVED: That the first paragraph of ARTICLE FOURTH of the
Corporation's Amended and Restated Certificate of Incorporation shall
be amended to read in its entirety as follows:
FOURTH. The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is 301,000,000
shares, consisting of 300,000,000 shares of Common Stock with a par
value of $.001 per share (the "Common Stock") and 1,000,000 shares of
Preferred Stock with a par value of $.01 per share (the "Preferred
Stock").
SECOND: That the foregoing amendment to the Amended and Restated
Certificate of Incorporation of the Corporation was duly adopted by the
stockholders of the Corporation in accordance with the applicable provisions of
Section 242 of the General Corporation Law of the State of Delaware.
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IN WITNESS WHEREOF, the Corporation has caused this certificate of
Amendment to be executed by Dr. Santanu Das, its President, Chief Executive
Officer and Chairman of the Board of Directors, this 28th day of June, 2000.
/s/ Santanu Das
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Dr. Santanu Das
President, Chief Executive Officer and
Chairman of the Board of Directors
