Macrovision Corp – ‘10-K’ for 12/31/00 – EX-3.02

On:  Monday, 4/2/01, at 4:06pm ET   ·   For:  12/31/00   ·   Accession #:  1005477-1-2528   ·   File #:  0-22023

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         65    388K 
 2: EX-2.03     Business Sale Agreement                               39    141K 
 3: EX-3.02     Certificate of Amendment                               1      8K 
 4: EX-3.03     Amended and Restated Bylaws                           17    104K 
 6: EX-10.07    Offer Letter                                           3     20K 
 5: EX-10.3     Amended and Restated Stock Option Plan                 6     37K 
 7: EX-10.31    Key Employee Agreement for Matthew Christiano          9     48K 
 8: EX-10.32    Key Employee Agreement for Sallie Calhoun             10     49K 
 9: EX-10.33    Standard Office Lease                                 31    147K 
10: EX-21.01    List of Subsidiaries                                   1      6K 
11: EX-23.01    Consent of Independent Auditors                        1      7K 

EX-3.02   —   Certificate of Amendment

                                                                    EXHIBIT 3.02

CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF MACROVISION CORPORATION
a Delaware Corporation
 (Pursuant to Section 242 of
 the Delaware General Corporation Law)

Ian R. Halifax does hereby certify that:                            

 1. They he is the duly elected and acting Chief Financial Officer and
Secretary, respectively, of MACROVISION CORPORATION. a Delaware corporation     
("the" or "this Corporation").                                                  

    2. Article IVA. of the Amended and Restated Certificate of Incorporation
of the Corporation is amended and restated in its entirety to read as follows:  

ARTICLE IV

         "A. Classes of Stock. This Corporation is authorized to issue two
classes of stock to be designed, respectively, "Preferred Stock" and
"Common Stock." The total number of shares that the Corporation is  
authorized to issue is two hundred fifty-five million (255,000,000) 
  shares. Two hundred fifty million (250,000,000) shares shall be Common
  Stock, par value one-tenth of one cent ($0.001) per share (the "Common
      Stock"), and five million (5,000,000) shares shall be Preferred Stock, par
    value one-tenth of one cent ($0.001) per share (the "Preferred Stock")."

   3. The Corporation's Board of Directors has duly approved the foregoing
Certificate of Amendment of the Amended and Restated Certificate of             
Incorporation.                                                                  

 4. The foregoing Certificate of Amendment of the Amended and Restated
Certificate of Incorporation of the Corporation has been duly approved by the   
required vote of the stock of the Corporation in accordance with Sections 242 of
the General Corporation Law of Delaware.                                        

          IN WITNESS WHEREOF, the undersigned have executed this Certificate
of Amendment of the Amended and Restated Certificate of Incorporation on August 
24, 2000.                                                                       

        /s/ Ian R. Halifax
                                   ---------------------------------------------
                                 Ian R. Halifax, Chief Financial Officer and
Secretary 

Dates Referenced Herein

This ‘10-K’ Filing		Date		Other Filings
Filed on:		4/2/01		None on these Dates
For Period End:		12/31/00
		8/24/00
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