AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SMTEK INTERNATIONAL, INC.
SMTEK International, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify the following:
1. The name of the Corporation is SMTEK, International, Inc. SMTEK
International, Inc. was originally incorporated as DDL Companies, Inc.,
and the original Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on September 24, 1986.
2. That pursuant to Sections 242 and 245 of the General Corporation Law of
the State of Delaware, this Amended and Restated Certificate of
Incorporation has been duly adopted by the Corporation's board of
directors and stockholders, and that this Amended and Restated
Certificate of Incorporation restates and integrates and further amends
the provisions of the Restated Certificate of Incorporation of this
Corporation.
3. The text of the Restated Certificate of Incorporation as heretofore
amended or supplemented is hereby restated and further amended to read
in its entirety as follows:
ARTICLE ONE
The name of the Corporation is SMTEK International, Inc. (the
"Corporation").
ARTICLE TWO
The name and address of the registered agent of the Corporation in the
State of Delaware is:
The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
County of New Castle
ARTICLE THREE
The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of Delaware.
ARTICLE FOUR
The Corporation is authorized to issue two classes of shares of stock
to be designated respectively, 'Common' and 'Preferred'; the total number
of such shares shall be 4,750,000; the total number of Common shares shall
be 3,750,000 and the par value of each Common share shall be one cent
($.01); and the total number of Preferred shares shall be One Million
(1,000,000) and the par value of each Preferred share shall be one dollar
($1.00).
The Preferred shares may be issued from time to time in one or more
series. The Board of Directors is hereby vested with authority to fix by
resolution or resolutions the designations and the powers, preferences and
relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, including without
limitation the dividend rate, conversion rights, redemption price and
liquidation preference, of any series of Preferred shares, and to fix the
number of shares constituting any such series, and to increase or decrease
the number of shares of any such series (but not below the number of shares
thereof then outstanding). In case the number of shares of any such series
shall be so decreased, the shares constituting such decrease shall resume
the status which they had prior to the adoption of the resolution or
resolutions originally fixing the number of shares of such series.
Reverse Stock Split
On the effective date of this Amended and Restated Certificate of
Incorporation, the number of outstanding shares of Common stock shall be
reduced so that each 20 shares of Common stock issued and outstanding will
be automatically combined and changed into one share of Common stock (the
"Reverse Stock Split"). No fractions of shares will be issued, and, as of
the effective date of this Amended and Restated Certificate of
Incorporation, stockholders otherwise entitled to receive fractions of
shares shall have no further interest as a stockholder with respect to such
fractions of shares. The Corporation will pay in cash the fair value, as
determined by the Board of Directors, of fractions of shares which would
otherwise result from the Reverse Stock Split. As a result of the Reverse
Stock Split, the authorized Common stock of the Corporation will be reduced
to 3,750,000 shares.
ARTICLE FIVE
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, repeal,
alter, amend and rescind the Bylaws of the Corporation.
ARTICLE SIX
The number of directors which shall constitute the whole Board of
Directors of the Corporation shall be specified in the Bylaws of the
Corporation, subject to the provisions of Article Five hereof and this
Article Six. The Board of Directors is divided into three classes Class I,
Class II and Class III. Such classes shall be as nearly equal in number of
directors as possible. Each director shall serve for a term ending on the
third annual meeting following the annual meeting at which such director
was elected; provided, however, that the directors first elected to Class I
shall serve for a term ending at the annual meeting to be held in 1987, the
directors first elected to Class II shall serve for a term ending at the
annual meeting to be held in 1988 and the directors first elected to Class
III shall serve for a term ending at the annual meeting to be held in 1989.
The foregoing notwithstanding, each director shall serve until his
successor shall have been duly elected and qualified unless he shall
resign, become disqualified, disabled or shall otherwise be removed.
At each annual election, the directors chosen to succeed those whose
terms then expire shall be of the same class as the directors they succeed,
unless, by reason of any intervening changes in the authorized number of
directors, the Board of Directors shall designate one or more directorships
whose terms then expire as directorships of another class in order to more
nearly achieve equality of number of directors among the classes.
Notwithstanding the rule that the three classes shall be as nearly
equal in number of directors as possible, in the event of any change in the
authorized number of directors, each director then continuing to serve as
such shall nevertheless continue as a director of the class of which he is
a member until the expiration of his current term, or his prior death,
resignation or removal.
ARTICLE SEVEN
Elections of directors need not be by written ballot unless the Bylaws
of the Corporation shall so provide.
ARTICLE EIGHT
At all elections of directors of the Corporation, a holder of any
class or series of stock then entitled to vote in such election shall be
entitled to as many votes as shall equal the number of votes which (except
for this Article as to cumulative voting) such holder would be entitled to
cast for the ordinary election of directors with respect to such holder's
shares of stock multiplied by the number of directors to be elected in the
election in which such holder's class or series of stock is entitled to
vote, and each stockholder may cast all of such votes for a single nominee
for director or may distribute them among the number to be voted for, or
for any two or more of them as such holder may see fit.
ARTICLE NINE
Special meetings of the stockholders of the Corporation for any
purpose or purposes may be called at any time by the Board, or by a
majority of the members of the Board. Such special meetings may not be
called by any other person or persons or in any other manner.
ARTICLE TEN
No action may be taken by the stockholders except at an annual or
special meeting of stockholders. No action may be taken by the
stockholders by written consent.
ARTICLE ELEVEN
To the fullest extent permitted by the Delaware General Corporation
Law as the same exists or may hereafter be amended, a director of the
Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director.
ARTICLE TWELVE
The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and
all rights conferred on stockholders herein are granted subject to this
reservation.
In witness whereof, this Amended and Restated Certificate of
Incorporation has been executed this 20th day of May, 1999 by Gregory L.
Horton, its authorized officer.
SMTEK International, Inc.
By: /s/ Gregory L. Horton
Gregory L. Horton
President