Attached files
| file | filename |
|---|---|
| 8-K - PAPA JOHNS INTERNATIONAL INC | v174886_8k.htm |
EXHIBIT
3.1
CERTIFICATE
OF ELIMINATION
OF
THE
SERIES
A PARTICIPATING PREFERRED STOCK
OF
PAPA
JOHN’S INTERNATIONAL, INC.
Pursuant
to Section 151(g) of the
General
Corporation Law of the State of Delaware
Papa John’s International Inc., a
corporation organized and existing under the laws of the State of Delaware (the
“Corporation”), in accordance with the provisions of Section 151(g) of the
Delaware General Corporation Law (the “DGCL”), hereby certifies as
follows:
FIRST: Pursuant to
Section 151 of the DGCL and authority granted in the Amended and Restated
Certificate of Incorporation of the Corporation (the “Certificate of
Incorporation”), the Board of Directors of the Corporation previously designated
100,000 shares of preferred stock as Series A Participating Preferred
Stock, par value $0.01 per share (the “Series A Preferred Stock”), and
established the powers, preferences and rights of the shares of such series, and
the qualifications, limitations or restrictions thereof as set forth in the
Certificate of Designation of Rights and Preferences of Series A Preferred Stock
of Papa John’s International, Inc. (the “Series A Certificate of
Designation”), with respect to such Series A Preferred Stock, which
Series A Certificate of Designation was filed in the Office of the
Secretary of State of the State of Delaware and is in full force and effect on
the date hereof. None of the authorized shares of Series A
Preferred Stock are outstanding and none will be issued.
SECOND: The Series A
Certificate of Designation was filed with the Office of the Secretary of State
of the State of Delaware in connection with Stockholder Protection Rights
Agreement dated February 14, 2000, as amended December 24, 2002, between the
Corporation and Computershare Trust Company, N.A., as rights agent (as successor
to National City Bank) (the “Rights Agreement”).
THIRD: Pursuant to the
authority conferred on the Board of Directors of the Corporation by the
Certificate of Incorporation and in accordance with the provisions of
Section 151 of the DGCL, the Board of Directors of the Corporation, on
February 18, 2010, duly adopted
the following resolutions authorizing the elimination of said Series A
Preferred Stock:
RESOLVED, that pursuant to the
authority conferred on the Board of Directors by the provisions of
Section 151 of the Delaware General Corporation Law (“DGCL”), the Board of
Directors hereby eliminates the Series A Participating Preferred Stock, par
value $0.01 per share (the “Series A Preferred Stock”), none of which is
currently outstanding and none of which will be issued; and
RESOLVED FURTHER, that the
appropriate officers of the Corporation, or any one or more of them, hereby are
authorized, in the name and on behalf of the Corporation, pursuant to
Section 151(g) of the DGCL, to execute and file a Certificate of
Elimination of the Series A Preferred Stock with the Secretary of State of
the State of Delaware, which shall have the effect when filed with the Secretary
of State of the State of Delaware of eliminating from the Amended and Restated
Certificate of Incorporation of the Corporation all matters set forth in the
Certificate of Designation of Rights and Preferences of Series A
Participating Preferred Stock with respect to such Series A Preferred
Stock.
FOURTH: The Rights
Agreement expired by its terms on February 14, 2010.
FIFTH: That in accordance
with the provisions of Section 151 of the DGCL, the Certificate of
Incorporation is hereby amended to eliminate all references to the Series A
Preferred Stock,
and the shares that were designated to such series hereby are returned to
the status of authorized but unissued shares of the preferred stock of the
Corporation, without designation as to series.
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IN WITNESS WHEREOF, the Corporation has
caused this Certificate of Elimination to be signed by its duly authorized
officer, as of the 18th day of February,
2010.
| PAPA JOHN’S INTERNATIONAL, INC | |||
|
|
By:
|
/s/ J. David Flanery | |
| Name: | J. David Flanery | ||
| Title: | Senior Vice President and Chief Financial Officer | ||
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