EXHIBIT 3.1
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:00 AM 05/03/2000
001224973 - 2493974
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
HARMONIC INC.
The undersigned, Anthony J. Ley, does hereby certify that:
1. He is the President of Harmonic Inc., a Delaware corporation (the "Corporation");
2. The Restated Certificate of Incorporation of the Corporation is hereby amended by striking out the first
paragraph of Article IV thereof and substituting in lieu of said paragraph the following new paragraph:
"The Corporation is authorized to issue two classes of stock to be designated, respectively, Preferred Stock, par
value $0.001 per share ("Preferred Stock"), and Common Stock, par value $0.001 per share ("Common
Stock"). The total number of shares of Preferred Stock that the Corporation shall have authority to issue is
5,000,000. The total number of shares of Common Stock that the Corporation shall have authority to issue is
150,000,000."
3. The amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with
the provisions of Section 242 of the General Corporation law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Restated
Certificate of Incorporation to be signed by its President, on this 3rd day of May, 2000.
HARMONIC INC.
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:00 PM 05/30/1995
950118401 - 2493974
RESTATED CERTIFICATE OF INCORPORATION
OF
HARMONIC LIGHTWAVES, INC.
The following Restated Certificate of Incorporation of Harmonic Lightwaves, Inc. (the "Corporation") (i) amends
By: /s/ ANTHONY J. LEY
------------------------------
ANTHONY J. LEY
President & Chief Executive
Officer
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:00 PM 05/30/1995
950118401 - 2493974
RESTATED CERTIFICATE OF INCORPORATION
OF
HARM