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EXHIBIT 3.1.2
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
AWARD SOFTWARE INTERNATIONAL, INC.
A CALIFORNIA CORPORATION
The undersigned, GEORGE C. HUANG and KEVIN J. BERRY, hereby certify
that:
ONE: They are the duly elected and acting President and Secretary,
respectively, of AWARD SOFTWARE INTERNATIONAL, INC., a California corporation.
TWO: The Articles of said corporation shall be amended and restated to
read in full as follows:
ARTICLE 1
The name of this corporation is AWARD SOFTWARE INTERNATIONAL, INC..
ARTICLE 2
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 California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.
ARTICLE 3
This corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares that the corporation is authorized to issue is Forty-Five Million
(45,000,000) shares. Forty Million (40,000,000) shares shall be Common Stock.
Five Million (5,000,000) shares shall be Preferred Stock.
The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized to determine and 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 such series of Preferred Stock and the designation of any such series of
Preferred Stock. The Board of Directors 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, may increase or decrease
(but not below the number of shares of such series then outstanding) the number
of shares of any series subsequent to the issuance of shares of that series.
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ARTICLE 4
Shareholders shall not cumulate votes in the election of directors;
provided that this provision shall become effective only when this corporation
becomes a listed corporation within the meaning of Section 301.5 of the
Corporations Code.
ARTICLE 5
Following the closing of this corporation's initial public offering of
its Common Stock registered under the Securities Act of 1933, as amended, no
action shall be taken by the shareholders of the corporation except at an annual
or special meeting of shareholders called in accordance with the Bylaws.
ARTICLE 6
The Bylaws may be altered or amended or new Bylaws adopted by the
shareholders only by the affirmative vote of at least sixty-six and two-thirds
percent (66-2/3%) of the voting power of all of the then outstanding shares
entitled to vote. The Board of Directors shall also have the power to adopt,
amend, or repeal Bylaws.
ARTICLE 7
The liability of the directors of this corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
ARTICLE 8
This corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) for breach of duty
to the corporation and its shareholders through bylaw provisions or through
agreements with the agents, or both, in excess of the indemnification otherwise
permitted by Section 317 of the California Corporations Code, subject to the
limits on such excess indemnification set forth in Section 204 of the California
Corporations Code. Any repeal or modification of the provisions of Article VII
or Article VIII shall not adversely affect any right of indemnification or
limitation of liability of an agent of this corporation relating to acts or
omissions occurring prior to such repeal or modification.
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THREE: The foregoing amendment and restatement has been duly approved
by the Board of Directors of said corporation.
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FOUR: The foregoing amendment and restatement of Articles of
Incorporation has been duly approved by the required vote of shareholders in
accordance with Sections 902 and 903 of the California Corporations Code. The
number of shares voting in favor of the amendment and restatement equaled or
exceeded the vote required. The percentage vote required was more than 50% of
the outstanding Common as a class.
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IN WITNESS WHEREOF, the undersigned have executed this certificate on
___________, 1996.
_____________________________________________
GEORGE C. HUANG
President
_____________________________________________
KEVIN J. BERRY
Secretary
The undersigned certify under penalty of perjury that they have read
the foregoing Amended and Restated Articles of Incorporation and they know the
contents thereof, and that the statements therein are true. Executed at Mountain
View, California on ___________, 1996.
_____________________________________________
GEORGE C. HUANG
President
_____________________________________________
KEVIN J. BERRY
Secretary
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