Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
NATIONAL SEMICONDUCTOR CORPORATION
NATIONAL SEMICONDUCTOR CORPORATION (the "Company"), a corporation
organized and existing under and by virtue of General Corporation Law of
the State of Delaware, does hereby certify:
FIRST: That at a Special Meeting of the Board of Directors of the
Company on July 14, 1994, a resolution was duly adopted setting forth a
proposed Amendment to the Certificate of Incorporation of the Company,
declaring said Amendment to be advisable and directing that the
Amendment be submitted for the approval of the Stockholders of the
Company at the Annual Meeting to be held September 30, 1994. Said
resolution proposed that Article FOURTH of the Certificate of
Incorporation be amended to read in full as follows:
FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is Three Hundred and One
Million (301,000,000), consisting of One Million (1,000,000) shares
of preferred stock, par value of Fifty Cents ($.50) each
(hereinafter called the Preferred Stock) and Three Hundred Million
(300,000,000) shares of common stock of par value of Fifty Cents
($.50) each (hereinafter called the Common Stock).
The designations and the powers, preferences and rights, and
the qualification, limitations or restrictions thereof, of each
class of stock of the Corporation which are fixed by this
Certificate of Incorporation, and the express grant of authority to
the Board of Directors to fix by resolution or resolutions the
designations, and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, of the
Preferred Stock which are not fixed by this
Certificate of Incorporation, are as follows:
A. PREFERRED STOCK
(1) Shares of Preferred Stock may be issued from time to time
in one or more series, each such series to have such distinctive
designation as shall be stated and expressed in the resolution or
resolutions adopted by the Board of Directors providing for the
initial issuance of shares of such series, and authority is
expressly vested in the Board of Directors, by such resolution or
resolutions providing for the initial issuance of shares of each
series:
(a) To fix the distinctive designation of such series
and the number of shares which shall constitute such series,
which number may be increased or decreased (but not below the
number of shares thereof then outstanding) from time to time
by actions of the Board of Directors;
(b) To fix (i) the dividend rate of such series, (ii)
any limitation, restrictions or conditions on the payment of
dividends, including whether dividends shall be cumulative
and, if so, from which date or dates, (iii) the relative
rights of priority, if any, of payment of dividends on shares
of that series and (iv) the form of dividends, which shall be
payable either (A) in cash only, or (B) in stock only, or (C)
partly in cash and partly in stock, or (D) in stock or, at the
option of the holder, in cash (and in such case to prescribe
the terms and conditions of exercising such option), and to
make provision in case of dividends payable in stock for
adjustments of the dividend rate in such events as the Board
of Directors shall determine;
(c) To fix the price or prices at which, and the terms
and conditions on which, the shares of such series may be
redeemed by the Company;
(d) To fix the amount or amounts payable upon the shares
of such series in the event of any liquidation, dissolution or
winding up of the Company and the relative rights of priority,
if any, of payment upon shares of such series;
(e) To determine whether or not the shares of such
series shall be entitled to the benefit of a sinking fund to
be applied the purchase or redemption of such series and, if
so entitled, the amount of such fund and the manner of its
application;
(f) To determine whether or not the shares of such
series shall be made convertible into, or exchangeable for,
shares of any other class or classes of stock of the
Corporation or shares of any other series of Preferred Stock,
and, if made so convertible or exchangeable, the conversion
price or prices, or the rate or rates of exchange, and the
adjustments thereof, if any, at which such conversion or
exchange may be made, and any other terms and conditions of
such conversion or exchange;
(g) To determine whether or not the shares of such
series shall have any voting powers and, if voting powers are
so granted, the extent of such voting powers, provided that
the number of authorized share of Common Stock may be
increased or decreased by the affirmative vote of the holders
of a majority of the Common Stock, voting as a class, and such
increase or decrease shall not require any actions by holders
of shares of Preferred Stock. Except as otherwise provided by
statute or by a determination by the Board of Directors, the
holders of shares of Preferred Stock, as such holders, shall
not have any right to vote in the election of directors or for
any other purpose; and such holders shall not be entitled to
notice of any meeting of stockholders at which they are not
entitled to vote;
(h) To determine whether or not the issue of any
additional shares of such series or of any other series in
addition to such series shall be subject to restrictions in
addition to the restrictions, if any, on the issue of
additional shares imposed in the resolution or resolutions
fixing the terms of any outstanding series of Preferred Stock
theretofore issued pursuant to this Section A and, if subject
to additional restrictions, the extent of such additional
restrictions; and
(i) Generally to fix the other rights, and any
qualifications, limitations or restrictions of such rights, of
such series; provided, however, that no such rights,
qualifications, limitations or restrictions shall be in
conflict with this Certificate of Incorporation or any
amendment hereof.
(2) Before any dividends shall be declared or paid or any
distribution ordered or made upon the Common Stock (other than a
dividend payable in Common Stock), the Corporation shall comply
with the dividend and sinking fund provisions, if any, of any
resolution or resolutions providing for the issue of any series of
Preferred Stock any shares of which shall at the time be
outstanding. Subject to the foregoing sentence, the holders of
Common Stock shall be entitled, to the exclusion of the holders of
Preferred Stock of any and all series, to receive such dividends as
from time to time may be declared by the Board of Directors.
(3) Upon any liquidation, dissolution or winding up of the
Corporation, the holders of Preferred Stock of each series shall be
entitled to receive the amount to which such holders are entitled
as fixed with respect to such series, including all dividends
accumulated to the date of final distribution, before any payment
or distribution of assets of the Corporation shall be made to or
set apart for the holders of Common Stock; and after such payments
shall have been made to or set apart for the holders of Common
Stock; and after such payments shall have been made in full to the
holders of Preferred Stock, the holders of Common Stock shall be
entitled to receive any and all assets remaining to be paid or
distributed to stockholders and the holders of Preferred Stock
shall not be entitled to share therein. For the purposes of this
paragraph, the voluntary sales, conveyance, lease, exchange or
transfer of all or substantially all the property or assets of the
Corporation or a consolidation or merger of the Corporation with
one or more other corporation (whether or not the Corporation is
the Corporation surviving such consolidation or merger) shall not
be deemed to be a liquidation, dissolution or winding up, voluntary
or involuntary.
(4) Subject to such limitations (if any) as may be fixed by
the Board of Directors with respect to such series of Preferred
Stock in accordance with paragraph (1) of this Section A, Preferred
Stock of each series may be redeemed at any time in whole or from
time to time in part, at the option of the Corporation, by vote of
the Board of Directors, at the redemption price thereof fixed in
accordance with said paragraph (1). If less than all the
outstanding shares of Preferred Stock of such series are to be
redeemed, the shares to be redeemed shall be determined in such
manner as the Board of Directors shall prescribe. At such time or
times prior to the date fixed for redemption as the Board of
Directors shall determine, written notice shall be mailed to each
holder of record of shares to be redeemed, in a postage prepaid
envelope addressed to such holder at his address as shown by the
records of the Corporation, notifying such holders of the election
of the Corporation to redeem such shares and stating the date fixed
for the redemption thereof and calling upon such holder to
surrender to the Corporation on or after said date, at a place
designated in such notice, his certificate or certificates
representing the number of shares specified in such notice of
redemption. On and after the date fixed in such notice of
redemption, each holder of shares of preferred Stock to be redeemed
shall present and surrender his certificate or certificates for
such shares to the Corporation at the place designated in such
notice and thereupon the redemption price of such shares shall be
paid to or on the order of the person whose name appears on the
records of the Corporation as the holder of the shares designated
for redemption. In case less than all the shares represented by
any such certificate are redeemed a new certificate shall be issued
representing the unredeemed shares. From and after the date fixed
in any such notice as the date of redemption (unless default shall
be made by the Corporation in payment of the redemption price) all
dividends on the shares of Preferred Stock designated for
redemption in such notice shall cease to accrue and all rights of
the holders thereof as stockholders of the Corporation, other than
to receive the redemption price, shall terminate and such shares
shall not thereafter be transferred (except with the consent of the
Corporation) on the books of the Corporation and such shares shall
not be deemed to be outstanding for any purpose whatsoever. At any
time after the mailing of any such notice of redemption the
Corporation may deposit the redemption price of the shares
designated therein for redemption with a bank or trust company in
the United States of America, having capital and surplus of at
least $25,000,000 in trust for the benefit of the respective
holders of the shares designated for redemption but not yet
redeemed. From and after the making of such deposit the sole right
of the holders of such shares shall be the right either to receive
the redemption price of such shares on and after such redemption
date, or, in the case of shares having conversion rights, the right
to convert the same at any time at or before the earlier of the
close of business on such redemption date or such prior date and
time at which the right to convert shall have expired; and except
for these rights, the shares of Preferred Stock so designated for
redemption shall not be deemed to be outstanding for any purpose
whatsoever.
(5) Shares of any series of Preferred Stock which have been
redeemed (whether through the operation of a sinking fund or
otherwise) or purchased by the Corporation, or which, if
convertible, have been converted into shares of stock of the
corporation of any other class or classes, may, upon appropriate
filing and recording to the extent required by law, have the status
of authorized and unissued shares of Preferred Stock and may be
reissued as part of such series or of any other series of Preferred
Stock, subject to such limitations (if any) as may be fixed by the
Board of Directors with respect to such series of Preferred Stock
in accordance with paragraph (1) of this Section A.
B. COMMON STOCK
(1) Except as otherwise provided by (a) the Board of
Directors in fixing the voting rights of any series of the
Preferred Stock in accordance with Section A of this Article FOURTH
or (b) statute, voting power in the election of directors and for
all other purposes shall be vested exclusively in the holders of
the Common Stock.
(2) In the event of any liquidation, dissolution or winding
up of the Corporation, either voluntary or involuntary after
payment shall have been made to the holders of the Preferred Stock
of the full amount to which they shall be entitled pursuant to
paragraph (3) of Section A of this Article FOURTH, the holders of
Common Stock shall be entitled, to the exclusion of the holders of
the Preferred Stock of any and all series, to share, ratably
according to the number of shares of Common Stock held by them, in
all remaining assets of the Corporation available for distribution
to its stockholders.
All persons who shall acquire stock in this Corporation shall
acquire the same subject to the provisions of this Certificate of
Incorporation, as amended.
SECOND: That at the Annual Meeting of Stockholders of the Company,
which was duly called and held September 30, 1994 upon notice in
accordance with Section 222 of the General Corporation Law of the State
of Delaware, at which a quorum was present and acting throughout, said
Amendment was approved by the affirmative vote of the number of shares
required by law.
THIRD: That said Amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of the Company will not be reduced under
or by reason of said Amendment.
IN WITNESS WHEREOF, the Company has caused its corporate seal to be
affixed hereto and this Certificate to be signed by GILBERT F. AMELIO,
President and Chief Executive Officer of the Company, and attested to be
JOHN M. CLARK III, Secretary of the Company this 30th day of September,
1994.
(Corporate Seal) NATIONAL SEMICONDUCTOR CORPORATION
BY //s// GILBERT F. AMELIO
------------------------
GILBERT F. AMELIO
Chairman of the Board,
President and CEO
ATTEST:
By //s// JOHN M. CLARK III
------------------------
JOHN M. CLARK III
Secretary