EXHIBIT 3.1.2
CERTIFICATE OF AMENDMENT
OF THE RESTATED ARTICLES OF INCORPORATION OF
CISCO SYSTEMS, INC.
A CALIFORNIA CORPORATION
The undersigned, John T. Chambers and Larry R. Carter, hereby certify
that:
ONE: They are the duly elected and acting President and Secretary,
respectively, of said corporation.
TWO: The Restated Articles of Incorporation of said corporation, filed
on January 7, 1998, shall be amended as set forth in this Certificate of
Amendment.
THREE: Section A of ARTICLE IV of the Restated Articles of
Incorporation is amended to read in its entirety as follows:
"(A) CLASSES OF STOCK. This corporation is authorized to issue
two classes of stock to be designated, respectively, "Common Stock" and
"Preferred Stock." The total number of shares that the corporation is
authorized to issue is Ten Billion Five Million (10,005,000,000)
shares. Ten Billion (10,000,000,000) shares shall be Common Stock, par
value of $0.001, and Five Million (5,000,000) shares shall be Preferred
Stock.
* * *
FOUR: The foregoing Certificate of Amendment has been duly approved by
the Board of Directors of the Corporation.
FIVE: The foregoing Certificate of Amendment has been duly approved by
the requisite number of shares of the Corporation in accordance with Sections
902 and 903 of the California Corporation Code. The total number of shares
entitled to vote with respect to the foregoing amendment was 3,290,189,804
shares of Common Stock. The number of shares voting in favor of the foregoing
amendment equaled or exceeded the vote required, such required vote being a
majority of the outstanding shares of Common Stock. No shares of Preferred Stock
are outstanding.
IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Amendment on November 10, 1999.
/s/ JOHN T. CHAMBERS
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John T. Chambers
President
/s/ LARRY R. CARTER
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Larry R. Carter
Secretary
The undersigned certify under penalty of perjury that they have read
the foregoing Certificate of Amendment and know the contents thereof, and that
the statements therein are true.
Executed at San Jose, California, on November 10, 1999.
/s/ JOHN T. CHAMBERS
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John T. Chambers
/s/ LARRY R. CARTER
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Larry R. Carter