EXHIBIT 3.1
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
DESIGNATION OF "RAMTRON INTERNATIONAL CORPORATION", FILED IN THIS OFFICE ON
THE EIGHTEENTH DAY OF JUNE, A.D. 1997, AT 9 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 6/18/97
971201530-2026110
CERTIFICATE OF ELIMINATION
OF
SERIES C CONVERTIBLE PERFORMANCE RIGHT
PREFERRED STOCK
OF
RAMTRON INTERNATIONAL CORPORATION
Pursuant to Section 151 of the General Corporation Law of the State of Delaware
RAMTRON INTERNATIONAL CORPORATION (hereinafter called the "Corporation"), a Delaware
corporation, does hereby certify:
THAT, pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as
amended, of the Corporation, and pursuant to the provisions of Section 151 of the Delaware Corporation Law,
said Board of Directors, at a meeting held on May 29, 1997, duly adopted the following resolutions cancelling
the designation of the Series C Convertible Performance Right Preferred Stock and all such previously
designated preferred stock shall from this date forward be treated as authorized but unissued preferred stock
with no specific designation.
RESOLVED that none of the authorized shares of Series C Convertible Performance Right Preferred Stock of
the Company is outstanding;
FURTHER RESOLVED that none of the authorized shares of Series C Convertible Performance Right
Preferred Stock will be issued subject to the Certificate of Designations, Preferences, Rights and Limitations of
Series C Convertible Performance Right Preferred Stock filed with the Delaware Secretary of State on
December 10, 1993 with respect to the Series C Convertible Performance Right Preferred Stock;
FURTH