Amendment to Certificate of Incorporation of Nx Networks, Inc.

Summary

Nx Networks, Inc. amended its Certificate of Incorporation to change the authorized capital stock to 86,000,000 shares, consisting of 85,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, each with a par value of $0.05. This amendment was approved by the Board of Directors and a majority of shareholders at a special meeting on March 6, 2001. The amendment was executed by the company's Secretary on March 29, 2001.

EX-4.6 4 0004.txt AMENDMENT TO THE CERTIFICATE OF INCORPORATION Exhibit 4.6 AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF NX NETWORKS, INC. ---------- PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW ---------- The undersigned, Jay R. Schifferli, being Secretary of Nx Networks, Inc. (the "Corporation"), hereby certifies that: 1. The name of the Corporation is Nx Networks, Inc. The name under which the Corporation was originally incorporated is Netrix Corporation. 2. The Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 9, 1987. 3. The text of the first sentence of Article Fourth of the Corporation's Certificate of Incorporation shall be and hereby is amended to read in its entirety as follows: "FOURTH: I. The total number of shares of all classes of stock that the corporation shall have authority to issue is 86,000,000, consisting of (i) 85,000,000 shares of Common Stock, $.05 par value (the "Common Stock"); and (ii) 1,000,000 shares of Preferred Stock, $.05 par value ("Preferred Stock"). 4. This Amendment to the Certificate of Incorporation of the Corporation was duly authorized by the unanimous written consent of the Board of Directors of the Corporation and the consent of a majority of the outstanding shares of the Corporation entitled to vote on the proposal to adopt this Amendment at a duly noticed and conducted special meeting of stockholders on March 6, 2001. IN WITNESS WHEREOF, the undersigned has subscribed this document on the 29th day of March, 2001, and does hereby affirm, under the penalty of perjury, that the statements contained herein are true and correct. /s/ Jay R. Schifferli ________________________________ Jay R. Schifferli Secretary