RESTATED
CERTIFICATE OF INCORPORATION
OF
PMC-SIERRA, INC.
The undersigned, John W. Sullivan, certifies that:
1. He is the duly elected and acting Chief Financial Officer and
Assistant Secretary of PMC-Sierra, Inc., a Delaware corporation, the original
Certificate of Incorporation of which was filed with the Secretary of State of
Delaware on May 2, 1997.
2. The Certificate of Incorporation of PMC-Sierra, Inc. is
restated in full to read as follows:
ARTICLE I
The name of this corporation is PMC-Sierra, Inc. (the "Corporation").
ARTICLE II
The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, City of Wilmington, County of New Castle,
Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.
ARTICLE III
The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Delaware.
ARTICLE IV
This corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The Corporation
is authorized to issue a total of 905,000,000 shares. 900,000,000 shares shall
be Common Stock, par value $0.001, and 5,000,000 shares shall be Preferred
Stock, par value $0.001.
The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is authorized to determine or alter the rights,
preferences, privileges and restrictions granted to or imposed upon any wholly
unissued series of Preferred Stock; and to fix the number of shares of any
series of Preferred Stock; and to increase, or to decrease (within the limits
and restrictions stated in any resolution or resolutions of the Board of
Directors originally fixing the number of shares constituting any series of
Preferred Stock, but not below the number of shares of any such series then
outstanding) the number of shares of any such series subsequent to the issue of
shares of that series. In case the number of shares of any series of Preferred
Stock shall be so decreased, the shares constituting the decrease shall resume
the status which they had prior to the adoption of the resolution originally
fixing the number of shares of such series.
The authority of the Board of Directors with respect to each such class
or series shall include, without limitation of the foregoing, the right to
determine and fix:
(a) the distinctive designation of such class or series and the
number of shares to constitute such class or series;
(b) the rate at which dividends on the shares of such class or
series shall be declared and paid, or set aside for payment, whether dividends
at the rate so determined shall be cumulative or accruing, and whether the
shares of such class or series shall be entitled to any participating or other
dividends in addition to dividends at the rate so determined, and if so, on what
terms;
(c) the right or obligation, if any, of the Corporation to redeem
shares of the particular class or series of Preferred Stock and, if redeemable,
the price, terms and manner of such redemption;
(d) the special and relative rights and preferences, if any, and
the amount or amounts per share, which the shares of such class or series of
Preferred Stock shall be entitled to receive upon any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation;
(e) the terms and conditions, if any, upon which shares of such
class or series shall be convertible into, or exchangeable for, shares of
capital stock of any other class or series, including the price or prices or the
rate or rates of conversion or exchange and the terms of adjustment, if any;
(f) the obligation, if any, of the Corporation to retire, redeem
or purchase shares of such class or series pursuant to a sinking fund or fund of
a similar nature or otherwise, and the terms and conditions of such obligation;
(g) voting rights, if any, on the issuance of additional shares of
such class or series or any shares of any other class or series of Preferred
Stock;
(h) limitations, if any, on the issuance of additional shares of
such class or series or any shares of any other class or series of Preferred
Stock; and
(i) such other preferences, powers, qualifications, special or
relative rights and privileges thereof as the Board of Directors of the
Corporation, acting in accordance with this Certificate of Incorporation, may
deem advisable and are not inconsistent with law and the provisions of this
Restated Certificate of Incorporation.
ARTICLE V
The Corporation reserves the right to amend, alter, change, or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon the
stockholders herein are granted subject to this right.
ARTICLE VI
The Corporation is to have perpetual existence.
ARTICLE VII
1. Limitation of Liability. To the fullest extent permitted by the
General Corporation Law of the State of Delaware as the same exists or as may
hereafter be amended, a director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director.
2. Indemnification. The Corporation may indemnify to the fullest extent
permitted by law any person made or threatened to be made a party to an action
or proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that such person or his or her testator or intestate is or
was a director, officer or employee of the Corporation, or any predecessor of
the Corporation, or serves or served at any other enterprise as a director,
officer or employee at the request of the Corporation or any predecessor to the
Corporation.
3. Amendments. Neither any amendment nor repeal of this Article VII,
nor the adoption of any provision of the Corporation's Certificate of
Incorporation inconsistent with this Article VII, shall eliminate or reduce the
effect of this Article VII, in respect of any matter occurring, or any action or
proceeding accruing or arising or that, but for this Article VII, would accrue
or arise, prior to such amendment, repeal, or adoption of an inconsistent
provision.
ARTICLE VIII
In the event any shares of Preferred Stock shall be redeemed or
converted pursuant to the terms hereof, the shares so converted or redeemed
shall not revert to the status of authorized but unissued shares, but instead
shall be canceled and shall not be re-issuable by the Corporation.
ARTICLE IX
Holders of stock of any class or series of this Corporation shall be
entitled to cumulate their votes for the election of directors pursuant to
Section 214 of the Delaware General Corporation Law.
ARTICLE X
1. Number of Directors. The number of directors which constitutes the
whole Board of Directors of the Corporation shall be designated in the Bylaws of
the Corporation.
2. Election of Directors. Elections of directors need not be by written
ballot unless demanded by any stockholder at the meeting and before the voting
has begun or the Bylaws of the Corporation shall so provide.
ARTICLE XI
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, amend or
repeal the Bylaws of the Corporation.
ARTICLE XII
The stockholders of the Corporation shall not act by written consent,
except solely to call a special meeting of the stockholders in accordance with
the following procedures:
(a) Upon request by written consent of holders of a majority of
the outstanding shares, containing the information described below, sent by
registered mail to the president or chief executive officer, the board of
directors shall determine a place and time for such meeting and a record date
for the determination of stockholders entitled to vote at such meeting. Such
time shall not be more than 75 days after determination of the validity of such
request. The board of directors shall have no more than 10 days after receipt of
such request to determine its validity. Following such receipt and
determinations, the secretary shall give notice to the stockholders entitled to
vote at such meeting that a meeting will be held at the place and time so
determined.
(b) The request by written consent shall state each action the
requesting stockholders propose to take at such meeting. The board of directors
may include other proposals to be considered at such meeting.
(c) The requesting stockholders shall provide to the Corporation
information regarding any material interest in the proposal held by the
requesting stockholders and any other information that would be required to be
disclosed in filings with the Securities and Exchange Commission in connection
with the solicitation of proxies.
ARTICLE XIII
Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside of the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation.
* * *
3. The Board of Directors duly adopted a resolution setting forth the
aforementioned Restated Certificate of Incorporation of the Corporation pursuant
to Section 245 of the General Corporation Law of the State of Delaware.
4. The aforementioned Restated Certificate of Incorporation of the
Corporation only restates and integrates and does not further amend the
provisions of the Corporation's Certificate of Incorporation as heretofore
amended and supplemented, and there is no discrepancy between those provisions
and the provisions of this Restated Certificate of Incorporation.
The undersigned further declares under penalty of perjury under the
laws of the State of Delaware that the matters set forth in this certificate are
true and correct of his own knowledge.
Dated: May 11, 2001 /s/ John W. Sullivan
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John W. Sullivan
Chief Financial Officer and Assistant Secretary