**EXHIBIT 3.2**

 

**CERTIFICATE OF AMENDMENT**

**OF**

**AMENDED AND RESTATED**

**ARTICLES OF INCORPORATION**

**OF**

**MULTILINK TECHNOLOGY CORPORATION,**

**a California corporation**

 

The undersigned, Richard N. Nottenburg and John U. Soenksen,hereby certify that: 

 

FIRST: They are the dulyelected and acting President and Secretary, respectively, of Multilink Technology Corporation, a California corporation. 

 

SECOND: Paragraph A of ARTICLE III of the Amended and Restated Articles of Incorporation of this corporation is amended to read asfollows: 

 

**ARTICLE III**

 

A. Classes of Stock; Reverse Stock Split. 

 

1. Classes of Stock. This corporation isauthorized to issue three classes of stock to be designated, respectively, “Class A Common Stock,” “Class B Common Stock” and “Preferred Stock.” The Class A Common Stock and Class B Common Stock are hereinafter referredto collectively as “Common Stock.” The total number of shares of stock which the corporation is authorized to issue is Three Hundred Ten Million (310,000,000) shares. Two Hundred Million (200,000,000) shares shall be Class A Common Stock,par value $.0001 per share, One Hundred Million (100,000,000) shares shall be Class B Common Stock, par value $.0001 per share, and Ten Million (10,000,000) shares shall be Preferred Stock, par value $.0001 per share. 

 

2. Reverse Stock Split. Upon the amendment ofthis article to read as herein set forth, each outstanding share of Class A Common Stock and Class B Common Stock of the corporation will automatically be converted, without any further action on the part of the holder thereof, into one-tenth of oneshare of the respective class. 

 

THIRD: Theforegoing amendment hereby provides for equal treatment for each outstanding share of the same class or series of all Common and Preferred Stock of the corporation. The designation of rights, preferences, privileges and restrictions of thecorporation’s Preferred Stock as set forth in the Amended and Restated Certificate of 

 

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Determination of Rights andPreferences of Preferred Shares of the corporation, remains in effect and unchanged. 

 

FOURTH: The foregoing amendment of the Amended and Restated Articles of Incorporation has been duly approved by the corporation’s Board of Directors. 

 

FIFTH: The foregoing amendment of the Amended and RestatedArticles of Incorporation has been duly approved by the holders of the requisite number of shares of said corporation in accordance with Sections 902 and 903 of the General Corporation Law of the State of California; the total number of outstandingshares of each class entitled to vote with respect to the foregoing amendment was forty-nine million three hundred fifty-three thousand three hundred fifty-three (49,353,353) shares of Class A Common Stock, twenty-six million (26,000,000) shares ofClass B Common Stock and no Preferred Stock. The number of shares voting in favor of the foregoing amendment equaled or exceeded the vote required, such required vote being (i) a majority of the outstanding shares of Common Stock and Preferred Stockvoting together as a single class, (ii) a majority of the outstanding shares of Class A Common Stock voting as a single class and (iii) a majority of the outstanding shares of Class B Common Stock voting as a single class. 

 

The undersigned further declare under penalty of perjury underthe laws of the State of California that the matters set forth in this certificate are true and correct of their own knowledge. 

 

IN WITNESS WHEREOF, the undersigned have executed this certificate on September 5, 2002. 

By:
 
/s/    Richard N. Nottenburg  
  
Richard N. Nottenburg

President, Chief Executive Officer and Chairman

 

By:
 
/s/    John U. Soenksen
  
John U. Soenksen

Vice President of Finance Chief Financial Officer and Secretary

 

 

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