<PAGE> 1
EXHIBIT 3.1.1
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SMITH MICRO SOFTWARE, INC.
Pursuant to Section 242 of the Delaware
General Corporation Law
SMITH MICRO SOFTWARE, INC., a Delaware corporation, hereby certifies as
follows:
FIRST: The Amended and Restated Certificate of Incorporation of the
Corporation was filed in the Office of the Secretary of State of Delaware on
July 27, 1995 and a certified copy was recorded in the Office of the Recorder
of New Castle County, Delaware.
SECOND: The following resolution was adopted setting forth the
proposed amendment to the Amended and Restated Certificate of Incorporation of
the Corporation:
RESOLVED, that SECTION (A) of ARTICLE IV of the Amended and Restated
Certificate of Incorporation of the Corporation be, and it hereby is, amended
to read as follows:
"(A) Classes of 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 which the corporation is
authorized to issue is Thirty-Five Million (35,000,000) shares. Thirty
Million (30,000,000) shares shall be Common Stock, par value $.001 per
share, and Five Million (5,000,000) shares shall be Preferred Stock, par
value $.001 per share."
THIRD: This Amendment to the Amended and Restated Certificate of
Incorporation was duly adopted by the Written Consent of the Board of Directors
and by the Written Consent of the holders of all of the outstanding and issued
shares of the Common Stock of the Corporation entitled to vote in accordance
with Sections 141(f), 228 and 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to its Amended and Restated Certificate of Incorporation to be
executed by its Secretary this 11th day of July, 2000.
/s/ Rhonda L. Smith
-----------------------------------
Rhonda L. Smith, Secretary
