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EXHIBIT 3.4
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
RASTER GRAPHICS, INC.
The following Amended and Restated Certificate of Incorporation of
Raster Graphics, Inc. amends and restates the provisions of and supersedes the
Amended and Restated Certificate of Incorporation filed with the Secretary of
State of the State of Delaware on July __, 1996 in its entirety.
FIRST: The name of this corporation is Raster Graphics, Inc. (the
"CORPORATION").
SECOND: The address of the corporation's registered office in the
State of Delaware is The Corporation Trust Center, 1209 Orange Street, County of
New Castle, Wilmington, Delaware 19801. The name of its registered agent at
such address is The Corporation Trust Company.
THIRD: 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.
FOURTH: (A) This corporation is authorized to issue 52,000,000
shares of its capital stock, which shall be divided into two classes known as
Common Stock and Preferred Stock, respectively.
(B) The total number of shares of Common Stock which this
corporation is authorized to issue is 50,000,000 with a par value of $0.001 per
share. The total number of shares of Preferred Stock which this corporation is
authorized to issue is 2,000,000 with a par value of $0.001 per share. The
Preferred Stock may be issued from time to time in one or more series. The Board
of Directors of this corporation is hereby authorized, within the limitations
and restrictions prescribed by law or stated in this Certificate of
Incorporation, and by filing a certificate pursuant to applicable law of the
State of Delaware, to provide for the issuance of Preferred Stock in series and
(i) to establish from time to time the number of shares to be included in each
such series; (ii) to fix the voting powers, designations, powers, preferences
and relative, participating, optional or other rights of the shares of each such
series and the qualifications, limitations or restrictions thereof, including
but not limited to, the fixing or alteration of the dividend rights, dividend
rate, conversion rights, conversion rates, voting rights, rights and terms of
redemption (including sinking fund provisions), the redemption price or prices,
and the liquidation preferences of any wholly unissued series of shares of
Preferred Stock; and (iii) to increase or decrease the number of shares of any
series subsequent to the issue of shares of that series, but not below the
number of shares of such series then outstanding. In case the number of shares
of any series shall be so decreased, the shares constituting such decrease shall
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resume the status which they had prior to the adoption of the resolution
originally fixing the number of shares of such series.
FIFTH: In furtherance and not in limitation of powers conferred by
statute, the Board of Directors of the corporation is expressly authorized to
make, alter or repeal Bylaws of the corporation.
SIXTH: No action shall be taken by the stockholders of the
corporation other than at an annual or special meeting of the stockholders, upon
due notice and in accordance with the provisions of the corporation's Bylaws.
SEVENTH: Elections of directors need not be by written ballot unless
otherwise provided in the Bylaws of the corporation.
EIGHTH: (A) To the fullest extent permitted by the Delaware
General Corporation Law, 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.
(B) The corporation shall 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
EIGHTH, nor the adoption of any provision of this corporation's Certificate of
Incorporation inconsistent with this Article EIGHTH shall eliminate or reduce
the effect of this Article EIGHTH in respect of any matter occurring, or any
action or proceeding accruing or arising or that, but for this Article EIGHTH,
would accrue or arise, prior to such amendment, repeal or adoption of an
inconsistent provision.
NINTH: The corporation is to have perpetual existence.
TENTH: The number of directors which will constitute the whole
Board of Directors of the corporation shall be designated in the Bylaws of the
corporation.
ELEVENTH: 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 statutory provision) outside the State of Delaware at
such place or places as may be designated from time to time by the Board of
Directors in the Bylaws of the corporation.
TWELFTH: "LISTING EVENT" as used in this Amended and Restated
Certificate of Incorporation shall mean the corporation becoming a "LISTED
CORPORATION" within the meaning of Section 301.5 of the California Corporations
Code. For the management of the business and
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for the conduct of the affairs of the corporation, and in further definition,
limitation and regulation of the powers of the corporation, its directors and
its stockholders or any class thereof, as the case may be, it is further
provided that, effective upon the occurrence of the Listing Event:
(A) The Board of Directors of the corporation shall divide
the directors into three classes, as nearly equal in number as reasonably
possible with the term of office of the first class to expire at the 1997 annual
meeting of stockholders or any special meeting in lieu thereof, the term of
office of the second class to expire at the 1998 annual meeting of stockholders
or any special meeting in lieu thereof and the term of office of the third class
to expire at the 1999 annual meeting of stockholders or any special meeting in
lieu thereof. At each annual meeting of stockholders or special meeting in lieu
thereof following such initial classification, directors elected to succeed
those directors whose terms expire shall be elected for a term of office to
expire at the third succeeding annual meeting of stockholders or special meeting
in lieu thereof after their election and until their successors are duly elected
and qualified.
(B) Subject to the rights of the holders of any series of
Preferred Stock then outstanding, newly created directorships resulting from any
increase in the authorized number of directors or any vacancies in the Board of
Directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause may be filled only by a majority vote of the
directors then in office even though less than a quorum, or by a sole remaining
director. In the event of any increase or decrease in the authorized number of
directors, (i) each director then serving as such shall nevertheless continue as
a director of the class of which he or she is a member until the expiration of
his or her current term or his or her prior death, retirement, removal or
resignation and (ii) the newly created or eliminated directorships resulting
from such increase or decrease shall if reasonably possible be apportioned by
the Board of Directors among the three classes of directors so as to ensure that
no one class has more than one director more than any other class. To the extent
reasonably possible, consistent with the foregoing rule, any newly created
directorships shall be added to those classes whose terms of office are to
expire at the latest dates following such allocation and newly eliminated
directorships shall be subtracted from those classes whose terms of office are
to expire at the earliest dates following such allocation, unless otherwise
provided for from time to time by resolution adopted by a majority of the
directors then in office, although less than a quorum. In the event of a vacancy
in the Board of Directors, the remaining directors, except as otherwise provided
by law, may exercise the powers of the full Board of Directors until the vacancy
is filled. Notwithstanding the foregoing provisions of this Article TWELFTH,
each director shall serve until his or her successor is duly elected and
qualified or until his or her death, resignation, or removal. No decrease in the
number of directors constituting the Board of Directors shall shorten the term
of any incumbent director.
(C) There shall be no right with respect to shares of stock
of the corporation to cumulate votes in the election of directors.
The foregoing Amended and 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 Corporate Law of the State of
Delaware, as amended.
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IN WITNESS WHEREOF, the undersigned have executed this certificate on
July __, 1996.
_________________________________
Rakesh Kumar, President
_________________________________
Michael W. Hall, Secretary
The undersigned certify under penalty of perjury that they have read
the foregoing Amended and Restated Certificate of Incorporation and know the
contents thereof, and that the statements therein are true.
Executed at San Jose, California on July __, 1996.
_________________________________
Rakesh Kumar, President
_________________________________
Michael W. Hall, Secretary
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