EXHIBIT 3.1
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:00 AM 05/03/2000
001224973 - 2493974
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
HARMONIC INC.
The undersigned, Anthony J. Ley, does hereby certify that:
1. He is the President of Harmonic Inc., a Delaware corporation (the
"Corporation");
2. The Restated Certificate of Incorporation of the Corporation is hereby
amended by striking out the first paragraph of Article IV thereof and
substituting in lieu of said paragraph the following new paragraph:
"The Corporation is authorized to issue two classes of stock to be
designated, respectively, Preferred Stock, par value $0.001 per share
("Preferred Stock"), and Common Stock, par value $0.001 per share ("Common
Stock"). The total number of shares of Preferred Stock that the Corporation
shall have authority to issue is 5,000,000. The total number of shares of Common
Stock that the Corporation shall have authority to issue is 150,000,000."
3. The amendment of the Certificate of Incorporation herein certified has
been duly adopted in accordance with the provisions of Section 242 of
the General Corporation law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment of the Restated Certificate of Incorporation to be signed by its
President, on this 3rd day of May, 2000.
HARMONIC INC.
By: /s/ ANTHONY J. LEY
------------------------------
ANTHONY J. LEY
President & Chief Executive
Officer
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:00 PM 05/30/1995
950118401 - 2493974
RESTATED CERTIFICATE OF INCORPORATION
OF
HARMONIC LIGHTWAVES, INC.
The following Restated Certificate of Incorporation of Harmonic Lightwaves,
Inc. (the "Corporation") (i) amends and restates the provisions of the
Certificate of Incorporation of Harmonic Lightwaves, Inc. originally filed with
the Secretary of State of the State of Delaware on March 29, 1995, and (ii)
supersedes the original Certificate of Incorporation and all prior amendments
and restatements thereto (if any) in their entirety.
ARTICLE I
The name of this corporation is Harmonic Lightwaves, Inc. (the
"Corporation").
ARTICLE II
The address of the Corporation's registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
ARTICLE III
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 IV
The Corporation is authorized to issue two classes of stock to be
designated, respectively, Preferred Stock, par value $0.001 per share
("Preferred Stock"), and Common Stock, par value $0.001 per share ("Common
Stock"). The total number of shares of Preferred Stock that the Corporation
shall have authority to issue is 5,000,000. The total number of shares of Common
Stock that the Corporation shall have authority to issue is 50,000,000.
The Preferred Stock may be issued from time to time in one or more series.
The Board of Directors is hereby authorized, subject to limitations prescribed
by law and the provisions of this article IV, to fix by resolution or
resolutions the designations, powers, preferences and rights of the shares of
each such series and the qualifications, limitations or restrictions thereof.
The authority of the Board with respect to each series shall include, but
not be limited to, determination of the following:
A. The number of shares constituting that series and the distinctive
designation of that series.
B. The dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of that series.
C. Whether that series shall have the voting rights in addition to
the voting rights provided by law, and, if so, the terms of such voting rights.
D. Whether that series shall have conversion privileges, and, if
so, the terms and conditions of such privileges, including provision for
adjustment of the conversion rate in such events as the Board of Directors
shall determine.
E. Whether or not the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption, including the date or
dates upon or after which they shall be redeemable, and the amount per share
payable in case of redemption, which amount may vary under different conditions
and at different redemption rates.
F. Whether that series shall have a sinking fund for the redemption
or purchase of shares of that series, and, if so, the terms and the amount of
such sinking funds.
G. The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of shares
of that series.
H. Any other relative rights, preferences and limitations of that
series.
The Board of Directors is further authorized to increase (but not above the
total number of authorized shares of the class) or decrease (but not below the
number of shares of any such series then outstanding) the number of shares of
any series, the number of which was fixed by it, subsequent to the issue of
shares of such series then outstanding, subject to the powers, preferences and
rights, and the qualifications, limitations and restrictions thereof stated in
the resolution of the Board of Directors originally fixing the number of shares
of such series. If the number of shares of any series is so decreased, then the
shares constituting such decrease shall resume the status which they had prior
to the adoption of the resolution originally fixing the number of shares of such
series.
ARTICLE V
The Corporation is to have perpetual existence.
ARTICLE VI
A. The management of the business and the conduct of the affairs of
the Corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be
designated in the Bylaws of the Corporation.
B. In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors is expressly
authorized to adopt, alter, amend or repeal the Bylaws of the Corporation.
C. The directors of the Corporation need not be elected by written
ballot unless a stockholder demands election by written ballot at a meeting of
stockholders and before voting begins or unless the Bylaws of the Corporation
so provide.
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D. At the election of directors of the Corporation, each holder of
Common Stock shall be entitled to one vote for each share held. No stockholder
will be permitted to cumulate votes at any election of directors.
ARTICLE VII
A. To the fullest extent permitted by the Delaware General Corporation
Law as the same exists or as may hereafter be amended, no director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director.
B. 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 he, his 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.
C. 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, suit,
claim 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
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 laws of the State of Delaware)
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.
ARTICLE IX
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 the laws of the State of Delaware, and all rights
conferred herein are granted subject to this reservation.
The Restated Certificate of Incorporation has been duly adopted by the
stockholders of the Corporation in accordance with the provisions of Sections
242 and 245 of the General Corporation Law of the State of Delaware, as amended.
IN WITNESS WHEREOF, the undersigned have executed this certificate on May
30, 1995.
/s/ ANTHONY J. LEY
------------------------------------
Anthony J. Ley, President
/s/ JEFFREY D. SAPER
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Jeffrey D. Saper, Secretary
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The undersigned certify under penalty of perjury that they have read the
foregoing Restated Certificate of Incorporation and know the contents thereof,
and that the statements therein are true.
Executed at Palo Alto, California on May 30, 1995.
/s/ ANTHONY J. LEY
------------------------------------
Anthony J. Ley, President
/s/ JEFFREY D. SAPER
------------------------------------
Jeffrey D. Saper, Secretary