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EX-99.1 - PRESS RELEASE - AUTHENTEC INC | ex99-1.htm |
8-K - CURRENT REPORT - AUTHENTEC INC | authentec_8k-021810.htm |
Exhibit
3.1
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
AUTHENTEC,
INC.
1.
(a) The
present name of the corporation (hereinafter called the “Company”)
is AuthenTec, Inc.
(b) The
original certificate of incorporation of the Company was filed with the
Secretary of State of the State of Delaware on October 21, 1998, as amended and
restated by a Restated Certificate of Incorporation filed with the Secretary of
State of the State of Delaware on November 23, 1999, as further amended by a
Certificate of Amendment filed with the Secretary of State of the State of
Delaware on September 25, 2000, as amended and restated by an Amended and
Restated Certificate of Incorporation filed with the Secretary of State of the
State of Delaware on March 14, 2001, as further amended by a Certificate of
Amendment filed with the Secretary of State of the State of Delaware on December
17, 2001, as amended and restated by an Amended and Restated Certificate of
Incorporation filed with the Secretary of State of the State of Delaware on
February 24, 2003, as amended and restated by an Amended and Restated
Certificate of Incorporation filed with the Secretary of State of the State of
Delaware on June 14, 2004, and as amended and restated by an Certificate of
Amendment filed with the Secretary of State of the State of Delaware on May 3rd,
2007, as further amended by a Certificate of Amendment filed with the Secretary
of State of the State of Delaware on June 26, 2007 (the “Certificate of
Incorporation”).
2. This
Amended and Restated Certificate was duly adopted in accordance with the
provisions of Sections 242, 245, and 228 of the General Corporation Law of
the State of Delaware by resolution of the Board of Directors of the Company and
the written consent of the Company’s stockholders, with written notice being
provided to all stockholders in accordance with
Section 228(d). This Amended and Restated Certificate of
Incorporation restates, integrates, amends, and supersedes the provisions of the
Certificate of Incorporation of the Company.
3. The
certificate of incorporation of the Company, as amended and restated herein,
shall at the effective time of this Amended and Restated Certificate of
Incorporation read as follows:
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
AUTHENTEC,
INC.
a
Delaware Corporation
AuthenTec, Inc., a Delaware
corporation, certifies to the Secretary of State of the State of Delaware
that:
I.
The name
of the corporation is AuthenTec, Inc. (the “Company”).
II.
The address of the Company’s registered
office in the State of Delaware is the Corporation Trust Center, 1209 Orange
Street, the City of Wilmington, County of New Castle. The name of the
registered agent at such address is The Corporation Trust Company.
III.
The purpose of the Company is to engage
in any lawful act or activity for which a corporation may be organized under the
General Corporation Law of Delaware.
IV.
The total
number of shares of all classes of stock which the Company shall have authority
to issue is One Hundred Ten Million (110,000,000) divided into two classes as
follows:
One
Hundred Million (100,000,000) shares shall be Common Stock, $0.01 par value per
share (“Common
Stock”); and
Ten
Million (10,000,000) shares shall be Preferred Stock, $0.01 par value per share
(“Preferred
Stock”).
The shares of Preferred Stock shall
initially be undesignated and may be issued from time to time in one or more
additional series. The Board of Directors is hereby authorized,
within the limitations and restrictions stated herein, to determine or alter the
rights, preferences, privileges and restrictions granted to or imposed upon a
wholly unissued series of Preferred Stock, and the number of shares constituting
any such series and the designation thereof, or any of them; and to increase or
decrease the number of shares constituting any such series and the designation
thereof, or any of them; and to increase or decrease the number of shares of any
series subsequent to the issue of shares of that series, but, in respect of
decreases, not below the number of shares of such series then outstanding. In
case the number of shares of any series should be so decreased, the shares
constituting such decrease shall resume the status which they had prior to the
adoption of the resolutions originally fixing the number of shares of such
series.
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V.
The following provisions are inserted
for the management of the business and the conduct of the affairs of the
Company, and for further definition, limitation and regulation of the powers of
the Company and of its directors and stockholders:
A. The
business and affairs of the Company shall be managed by or under the direction
of the Board of Directors. In addition to the powers and authority expressly
conferred upon them by statute or by this Certificate of Incorporation or the
Bylaws of the Company, the directors are hereby empowered to exercise all such
powers and do all such acts and things as may be exercised or done by the
Company.
B. The
directors of the Company need not be elected by written ballot unless the Bylaws
so provide.
C. Any
action required or permitted to be taken by the stockholders of the Company must
be effected at a duly called annual or special meeting of stockholders of the
Company and may not be effected by any consent in writing by such
stockholders.
D. Special
meetings of stockholders may be called at any time by the Board of Directors,
the Chairman of the Board or the President, or holders of record of not less
than 10% of all shares entitled to cast votes at the meeting, for any purpose or
purposes prescribed in the notice of the meeting and shall be held at such
place, on such date and at such time as the Board may fix.
VI.
A. The
number of directors shall initially be six (6) and, thereafter, shall be
fixed from time to time exclusively by the Board of Directors pursuant to a
resolution adopted by a majority of the total number of authorized directors
(whether or not there exist any vacancies in previously authorized directorships
at the time any such resolution is presented to the Board for
adoption). Subject to the rights of the holders of any series of
Preferred Stock then outstanding, a vacancy resulting from the removal of a
director by the stockholders as provided in Article VI, Section C
below may be filled at a special meeting of the stockholders held for that
purpose. All directors shall hold office until the expiration of the term for
which elected, and until their respective successors are elected, except in the
case of the death, resignation, or removal of any director.
B. Subject
to the rights of the holders of any series of Preferred Stock then outstanding,
newly created directorships resulting from any increase in the authorized number
of directors or any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification or other cause (including removal from
office by a vote of the stockholders) may be filled only by a majority vote of
the directors then in office, though less than a quorum, or by the sole
remaining director, and directors so chosen shall hold office for a term
expiring at the next annual meeting of stockholders at which the term of office
of the class to which they have been elected expires. No decrease in the number
of directors constituting the Board of Directors shall shorten the term of any
incumbent director.
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C. Subject to the rights of the holders
of any series of Preferred Stock then outstanding, any directors, or the entire
Board of Directors, may be removed from office at any time, with or without
cause, but only by the affirmative vote of the holders of at least sixty six and
two thirds percent (66 2/3%) of
the voting power of all of the then outstanding shares of capital stock of the
Company entitled to vote generally in the election of directors, voting together
as a single class. Vacancies in the Board of Directors resulting from
such removal may be filled by a majority of the directors then in office, though
less than a quorum, or by the sole remaining director, or by the stockholders as
provided in Article VI, Section A above. Directors so chosen shall
hold office for a term expiring at the next annual meeting of stockholders at
which the term of office of the class to which they have been elected expires,
and until their respective successors are elected, except in the case of the
death, resignation, or removal of any director.
VII.
The Board of Directors is expressly
empowered to adopt, amend or repeal Bylaws of the Company. Any
adoption, amendment or repeal of Bylaws of the Company by the Board of Directors
shall require the approval of a majority of the total number of authorized
directors (whether or not there exist any vacancies in previously authorized
directorships at the time any resolution providing for adoption, amendment or
repeal is presented to the Board). The stockholders shall also have
power to adopt, amend or repeal the Bylaws of the Company. Any
adoption, amendment or repeal of Bylaws of the Company by the stockholders shall
require, in addition to any vote of the holders of any class or series of stock
of the Company required by law or by this Certificate of Incorporation, the
affirmative vote of the holders of at least sixty-six and two-thirds percent
(66 2/3%) of
the voting power of all of the then outstanding shares of the capital stock of
the Company entitled to vote generally in the election of directors, voting
together as a single class.
VIII.
A director of the Company shall not be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (A) for any
breach of the director’s duty of loyalty to the Company or its stockholders,
(B) for acts or omissions not in good faith or which involved intentional
misconduct or a knowing violation of law, (C) under Section 174 of the
Delaware General Corporation Law, or (D) for any transaction from which the
director derived an improper personal benefit.
If the Delaware General Corporation Law
is hereafter amended to authorize the further elimination or limitation of the
liability of a director, then the liability of a director of the Company shall
be eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.
Any repeal or modification of the
foregoing provisions of this Article VIII by the stockholders of the Company
shall not adversely affect any right or protection of a director of the Company
existing at the time of such repeal or modification.
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IX.
The Company reserves the right to amend
or repeal any provision contained in this Certificate of Incorporation in the
manner prescribed by the laws of the State of Delaware and all rights conferred
upon stockholders are granted subject to this reservation; provided, however, that,
notwithstanding any other provision of this Certificate of Incorporation or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any vote of the holders of any class or series of the stock of this
Company required by law or by this Certificate of Incorporation, the affirmative
vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of
the voting power of all of the then outstanding shares of the capital stock of
the Company entitled to vote generally in the election of directors, voting
together as a single class, shall be required to amend or repeal this Article
IX, Article V, Article VI, Article VII or Article VIII.
IN
WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been
executed on behalf of the Company by Frederick Jorgenson, its Vice President
this 2nd day of July, 2007.
AUTHENTEC,
INC.
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By:
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/s/
Frederick Jorgenson
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Frederick
Jorgenson, Vice President
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