EX-3.1.3 2 f23889exv3w1w3.htm EXHIBIT 3.1.3 exv3w1w3
 

Exhibit 3.1.3
Certificate of Amendment to
Amended and Restated
Certificate of Incorporation of
Solexa, Inc.
     Solexa, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
     FIRST: The name of the Corporation is Solexa, Inc.
     SECOND: The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on February 18, 1992 under the name of Applied Genomics Incorporated.
     THIRD: The Board of Directors of the Corporation, acting in accordance with the provision of Sections 141 and 242 of the General Corporation Law of the State of Delaware adopted resolutions to amend the first paragraph of Article IV of the Amended and Restated Certificate of Incorporation of the Corporation to read in its entirety as follows:
“This Corporation is authorized to issue two classes of stock to be designated, respectively, “Preferred Stock” and “Common Stock.” The total number of shares that the Corporation is authorized to issue is two hundred two million (202,000,000) shares. Two hundred million (200,000,000) shares shall be Common Stock, par value one cent ($.01) per share (the “Common Stock”) and two million (2,000,000) shares shall be Preferred Stock, par value one cent ($.01) per share (the “Preferred Stock”).”
     FOURTH: This Certificate of Amendment to Amended and Restated Certificate of Incorporation was submitted to the stockholders of the Corporation and was duly approved by the required vote of the stockholders of the Corporation in accordance with Sections 222 and 242 of the Delaware General Corporation Law. The total number of outstanding shares entitled to vote or consent to this Amendment was 36,539,073 shares of Common Stock. A majority of the outstanding shares of Common Stock, voting together as a single class, voted in favor of this Certificate of Amendment to Amended and Restated Certificate of Incorporation. The vote required was a majority of the outstanding shares of Common Stock, voting together as a single class.
     IN WITNESS WHEREOF, Solexa, Inc. has caused this Certificate of Amendment to be signed by its Chief Executive Officer as of October 4, 2006.
         
  SOLEXA, INC.
 
 
  /s/ John West    
  John West   
  Chief Executive Officer