Quarterdeck Corp – ‘10-K’ for 9/30/96 – EX-3.4

As of:  Monday, 12/30/96   ·   For:  9/30/96   ·   Accession #:  950148-96-3006   ·   File #:  0-19207

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Exhibit 10-K                                          70    391K 
 2: EX-3.2      Articles of Incorporation/Organization or By-Laws      1      8K 
 3: EX-3.4      Articles of Incorporation/Organization or By-Laws      1      8K 
 5: EX-10.10    Material Contract                                      5     25K 
 6: EX-10.11    Material Contract                                     11     36K 
 7: EX-10.12    Material Contract                                     10     34K 
 8: EX-10.29    Material Contract                                      4     15K 
 9: EX-10.30    Material Contract                                      9     30K 
 4: EX-10.5     Material Contract                                      4     14K 
10: EX-21.1     Subsidiaries of the Registrant                         1      7K 
11: EX-23.1     Consent of Experts or Counsel                          1      8K 
12: EX-27       Financial Data Schedule                                1     10K 

EX-3.4   —   Articles of Incorporation/Organization or By-Laws

EX-3.4
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                                                               EXHIBIT 3.4

AMENDED DESIGNATIONS
of
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of
QUARTERDECK CORPORATION 
(Pursuant to Section 151 of the 
Delaware General Corporation Law) 

     Quarterdeck Corporation, a corporation organized and existing under
the General Corporate Law of the state of Delaware (the "Corporation"), hereby  
certifies that the following resolution was adopted by the Board of Directors   
of the Corporation as required by Section 151 of the General Corporation Law on 
October 24, 1996.                                                               

       RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of this Corporation (the "Board of Directors" or the         
"Board"), in accordance with the provisions of the Certificate of Incorporation 
and the Certificate of Designations of Series A Junior Participating Preferred  
Stock of the Corporation, the Board of Directors hereby amends the Certificate  
of Designations of Series A Junior Participating Preferred Stock of the         
Corporation filed with the Secretary of State of the State of Delaware on       
August 25, 1992 as follows:                                                     

Replace Section 1. with the following:                        

   "Section 1.   Designation and Amount.   The shares of such series
shall be designated as "Series A Junior Participating Preferred Stock" (the     
"Series A Preferred Stock") and the number of shares constituting the Series A  
Preferred stock shall be 500,000.  Such number of shares may be increased or    
decreased by resolution of the Board of Directors; provided, that no decrease   
shall reduce the number of shares of Series A Preferred Stock to a number less  
than the number of shares then outstanding plus the number of shares reserved   
for issuance upon exercise of outstanding options, rights or warranties or upon 
the conversion of any outstanding securities issued by the Corporation          
convertible into Series A Preferred Stock."                                     

  IN WITNESS WHEREOF, this Amended Designations of Series A Junior
Participating Preferred Stock of the Corporation is executed on behalf of the   
Corporation by a member of the Office of the President of the Corporation this  
24th day of October, 1996.                                                      

/s/   King R. Lee     
                     -------------------------------------------
                      King R. Lee, Member, Office of the President

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
Filed on:		12/30/96
		10/24/96
For Period End:		9/30/96		10-K/A,  8-K/A
		8/25/92
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