EXHIBIT 4.1
RESTATED CERTIFICATE OF INCORPORATION
OF
DENTSPLY International Inc.
DENTSPLY International Inc., a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is DENTSPLY International Inc. and the
name under which the corporation was originally incorporated is Gendex
Corporation. The date of filing of its original Certificate of
Incorporation with the Secretary of State was February 15, 1983.
2. This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the
Certificate of Incorporation of this corporation as heretofore amended
or supplemented and there is no discrepancy between those provisions
of this Restated Certificate of Incorporation.
3. The text of the Certificate of Incorporation as amended or
supplemented heretofore is hereby restated without further amendments
or changes to read as herein set forth in full:
1. The name of the corporation is: DENTSPLY
International Inc.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of the registered
agent at such address is The Corporation Trust Company.
3. The nature and business or purposes to be conducted or promoted
is: To engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law
of Delaware.
4A. Number of Shares and Classes. The aggregate number of shares of
stock which the corporation shall have authority to issue is Two
Hundred Million Two Hundred Fifty Thousand (200,250,000) shares,
which shall be divided into two classes as follows:
(1) Two Hundred Million (200,000,000) shares of Common Stock,
the par value of each of such shares is One Cent ($.01),
amounting in the aggregate to Two Million Dollars
($2,000,000.00); and
(2) Two Hundred Fifty Thousand (250,000) shares of Preferred
Stock, the par value of each of which shares is One Dollar
($1.00), amounting in the aggregate to Two Hundred Fifty
Thousand Dollars ($250,000.00).
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4B. Preferred Stock. The corporation's board of
directors is hereby expressly authorized to
provide by resolution or resolutions from time to
time for the issue of the Preferred Stock in one
or more series, the shares of each of which series
may have such voting powers, full or limited, or
no voting powers, and such designations,
preferences and relative, participating, optional
or other special rights, and qualification,
limitations or restrictions thereof, as shall be
permitted under the General Corporation Law of the
State of Delaware and as shall be stated in the
resolution or resolutions providing for the issue
of such stock adopted by the board of directors
pursuant to the authority expressly vested in the
board of directors hereby.
4C. Common Stock.
(1) Voting. Except as otherwise required by the General
Corporation Law of the State of Delaware, this Restated
Certificate of Incorporation or any series of Preferred
Stock designated by the board of directors, all of the
voting power of the corporation shall be vested in the
holders of the Common Stock and each holder of the Common
Stock shall have one (1) vote for each share of such Common
Stock held by him of record on all matters voted upon by the
Stockholders.
(2) Dividends. Whenever all accrued dividends on any series of
Preferred Stock have been paid or declared and a sum
sufficient for the payment thereof set aside, the board of
directors of the corporation may declare a dividend on the
Common Stock out of the remaining unreserved and
unrestricted surplus of the corporation, and the holders of
the Common Stock shall share ratably in such dividend in
proportion to the number of shares of such Common Stock held
by each.
(3) Liquidation. Except as otherwise required by any series of
Preferred Stock designated by the board of directors, in the
event of any voluntary or involuntary liquidation,
dissolution or winding up of the corporation, after
distribution in full of the preferential amounts to be
distributed to the
holders of any series of Preferred Stock, the remaining
assets of the corporation shall be distributed ratably among
the holders of the Common Stock in proportion to the number
of shares of such Common Stock held by each.
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5. The business and affairs of the corporation shall
be managed by or under the direction of a board of
directors consisting of such number of directors
as is determined from time to time by resolution
adopted by affirmative vote of a majority of the
entire board of directors; provided, however, that
in no event shall the number of directors be less
than three (3). The directors shall be divided
into three (3) classes, designated Class I, Class
II and Class III. Each class shall consist, as
nearly as may be possible, of one-third (1/3) of
the total number of directors constituting the
entire board of directors. Effective upon the
filing of this Restated Certificate of
Incorporation, Class I directors shall be elected
for a term ending upon the next succeeding annual
meeting of Stockholders, Class II directors for a
term ending upon the second succeeding annual
meeting of stockholders and Class III directors
for a term ending upon the third succeeding annual
meeting of stockholders. At each succeeding
annual meeting of stockholders beginning with the
annual meeting immediately succeeding the filing
of this Restated Certificate of Incorporation,
successors to the class of directors whose term
expires at such annual meeting shall be elected
for a three-year term. If the number of directors
is changed, any increase or decrease shall be
apportioned among the classes so as to maintain
the number of directors in each class as nearly
equal as possible, and any additional director of
any class elected to fill a vacancy resulting from
an increase in such class shall hold office for a
term that shall coincide with the remaining term
of that class, but in no case will a decrease in
the number of directors shorten the term of any
incumbent director. A director shall hold office
until the annual meeting for the year in which his
or her term expires and until his or her successor
shall be elected and shall qualify, subject,
however, to prior death, resignation,
incapacitation or removal from office. Except as
otherwise required by law, any vacancy on the
board of directors that results from an increase
in the number of directors shall be filled only by
a majority of the board of directors then in
office, provided that a quorum is present, and any
other vacancy occurring in the board of directors
shall be filled by a majority of the directors
then in office, even if less than a quorum, or by
a sole remaining director. Any director elected
to fill a vacancy not resulting from an increase
in the number of directors shall have the same remaining term as
that of his or her predecessor. A director may be removed only
for cause by the stockholders.
Notwithstanding the foregoing, whenever the holders of any one or
more classes or series of stock issued by the corporation shall
have the right, voting separately by class or series, to elect
directors at an annual or special meeting of stockholders, the
election, term of office, filling of vacancies and other features
of such directorships shall be governed by the terms of this
Restated Certificate of Incorporation applicable thereto and such
directors so elected shall not be divided into classes pursuant
to this Article V, in each cash unless expressly provided by such
terms.
6. The corporation is to have perpetual existence.
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7. Notwithstanding any other provision of this
Restated Certificate of Incorporation or the
corporation's by-laws (and notwithstanding the
fact that some lesser percentage may be specified
by law, this Restated Certificate of Incorporation
or the corporation's by-laws), the corporation's
by-laws may be amended, altered or repealed, and
new by-laws enacted, only by the affirmative vote
of not less than two-thirds (2/3) of the
outstanding shares of capital stock of the
corporation entitled to vote at a meeting of
stockholders duly called for such purpose, or by a
vote of not less than three-quarters (3/4) of the
entire board of directors then in office.
8. Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
9. 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 except for liability
(i) for any breach of the director's duty of
loyalty to the corporation or its stockholders,
(ii) for acts or omission not in good faith or
which involve intentional misconduct or knowing
violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any
transaction from which the director derived any
improper personal benefit.
10. The stockholders of the corporation shall have no authority to
call a special meeting of the stockholders.
11. No action required to be taken or which may be
taken at any annual or special meeting of stockholders of the
corporation may be taken without a meeting, and the power of the
stockholders to consent in writing, without a meeting, to the
taking of any action is specifically denied.
4. This Restated Certificate of Incorporation was duly adopted by the
Board of Directors in accordance with Section 245 of the General
Corporation Law of the State of Delaware.
DENTSPLY International Inc.
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