Attached files
| file | filename |
|---|---|
| 8-K - ARBINET Corp | v188066_8k.htm |
| EX-10.1 - ARBINET Corp | v188066_ex10-1.htm |
| EX-99.1 - ARBINET Corp | v188066_ex99-1.htm |
Exhibit
3.1
CERTIFICATE
OF AMENDMENT
OF
RESTATED
CERTIFICATE OF INCORPORATION
OF
ARBINET
CORPORATION
It is hereby certified
that:
1. The
name of the corporation (hereinafter called the “Corporation”) is Arbinet
Corporation.
2. The
date of filing of the Certificate of Incorporation of the Corporation with the
Secretary of State of the State of Delaware was November 14, 1996 under the name
SmartGroup Holdings, Inc. Thereafter an Amendment to the Certificate
of Incorporation was filed on March 13, 1997 to change the name of the
Corporation to Arbinet Holdings, Inc. A Restated Certificate of
Incorporation was filed with the Secretary of State of the State of Delaware on
July 12, 2000 to change the name of the Corporation to Arbinet-thexchange,
Inc. On December 21, 2004 a Restated Certificate of Incorporation was
filed with the Secretary of State of the State of Delaware. On June
16, 2009 an Amendment to the Restated Certificate of Incorporation was filed to
change in the name of the Corporation to Arbinet Corporation.
3. The
Restated Certificate filed on December 21, 2004, as amended, is hereby further
amended as follows:
FIRST:
That the Board of Directors of the Corporation has duly adopted resolutions (i)
authorizing the Corporation to execute and file with the Secretary of State of
the State of Delaware this Certificate of Amendment to (a) combine each four (4)
shares of the Corporation’s Common Stock, $0.001 par value per share (“Common Stock ”), issued and
outstanding or held in the treasury of the Corporation into one (1) share of
Common Stock (the “Reverse
Stock Split”) and (b) decrease the number of authorized shares of Common
Stock on a basis proportional to the Reverse Stock Split ratio, and (ii)
declaring this Certificate of Amendment to be advisable and recommended for
approval by the stockholders of the Corporation.
SECOND:
That this Certificate of Amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of Delaware by the
Board of Directors and stockholders of the Corporation.
THIRD: That upon the
effectiveness of this Certificate of Amendment (the “Effective Time”), the first
paragraph of Article FOURTH of the Restated Certificate of Incorporation is
hereby amended and restated as follows:
“FOURTH:
The total number of shares of all classes of stock which the Corporation shall
have authority to issue is 20,000,000 shares, consisting of (i) 15,000,000
shares of Common Stock, $0.001 par value per share (“Common Stock”) and (ii)
5,000,000 shares of Preferred Stock, $0.001 par value per share (“Preferred
Stock”).”
FOURTH:
That at the Effective Time, Section A “COMMON STOCK” of Article FOURTH of the
Restated Certificate of Incorporation is hereby amended by appending the
following Section 5, which shall read in its entirety substantially as
follows:
“5. Reverse Stock Split. Upon
effectiveness of a Certificate of Amendment to the Restated Certificate of
Incorporation, as amended, (the “Effective Time”) filed with the Secretary of
State of the State of Delaware, each four (4) shares of Common Stock issued and
outstanding or held in the treasury of the Corporation at such time shall be
combined into one (1) share of Common Stock (the “Reverse Stock Split”). No
fractional share shall be issued upon the Reverse Stock Split. All shares of
Common Stock (including fractions thereof) issuable upon the Reverse Stock Split
to a given holder shall be aggregated for purposes of determining whether the
Reverse Stock Split would result in the issuance of any fractional share. If,
after the aforementioned aggregation, the Reverse Stock Split would result in
the issuance of a fraction of a share of Common Stock, the Corporation shall, in
lieu of issuing any such fractional share, pay the holder otherwise entitled to
such fraction a sum in cash equal to the fraction multiplied by the fair market
value per share of the Common Stock as determined in a reasonable manner by the
Board of Directors. Each certificate representing shares of Common Stock
outstanding immediately prior to the Effective Time shall automatically, and
without the necessity of presenting the same for exchange, represent after the
Effective Time, only the applicable number of shares of Common Stock or cash in
lieu thereof, as provided in the Reverse Stock Split. Upon surrender by a holder
of a certificate or certificates for Common Stock, duly endorsed, at the office
of the Corporation, the Corporation shall, as soon as practicable thereafter,
issue and deliver to such holder, or to the nominee or assignee of such holder,
a new certificate or certificates for the number of shares of Common Stock that
such holder shall be entitled to following the Reverse Stock
Split.”
FIFTH:
That pursuant to Section 103(d) of the General Corporation Law of Delaware, the
Effective Time of this Certificate of Amendment shall be June 11, 2010, at
5:00 p.m. Eastern Daylight Time.”
[signature
page follows]
IN
WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on
this 11th day of June, 2010.
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ARBINET
CORPORATION
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By:
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/s/ Shawn F. O’Donnell
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Shawn
F. O’Donnell
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Chief
Executive Officer and President
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