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EXHIBIT 3.1
RESTATED
CERTIFICATE OF INCORPORATION
OF
CARDIAC PATHWAYS CORPORATION
Cardiac Pathways Corporation, a corporation organized and existing under
laws of the State of Delaware, hereby certifies as follows:
1. The name of the Corporation is Cardiac Pathways Corporation. Cardiac
Pathways Corporation was originally incorporated under the same name, and the
original Certificate of Incorporation of the Corporation was filed with the
Secretary of State of the state of Delaware on March 18, 1996.
2. Pursuant to Sections 228, 242 and 245 of the General Corporation Laws of
the State of Delaware, this Restated Certificate of Incorporation restates and
integrates and further amends the provisions of the Certificate of Incorporation
of this corporation.
3. The text of the Certificate of Incorporation as heretofore amended or
supplemented is hereby amended and restated to read in its entirety as follows:
FIRST: The name of this corporation is Cardiac Pathways Corporation.
SECOND: The address of the corporation's registered office in the
State of Delaware is 1209 Orange Street, Wilmington, County of New Castle,
Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD: The purpose of this corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware.
FOURTH: This corporation is authorized to issue two classes of stock
to be designated, respectively, "Common Stock" and "Preferred Stock." The
total number of shares which the corporation is authorized to issue is
35,000,000 shares. 30,000,000 shares shall be Common Stock, par value $.001
per share, and 5,000,000 shares shall be Preferred Stock, par value $.001
per share.
The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is authorized to fix the number of shares of
any series of Preferred Stock and to determine the designation of any such
series. The Board of Directors is also authorized to determine and alter
the powers, rights, preferences and privileges and the qualifications,
limitations and restrictions granted to or imposed upon any wholly unissued
series of Preferred Stock and within the limitations or restrictions stated
in any resolution or resolutions of the Board of Directors originally
fixing the number of shares constituting any series, to 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 issue of
shares of that series, to determine the designation of any series, and to
fix the number of shares of any series. In case the number of shares of any
series shall be so decreased, 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.
FIFTH: "Qualified Public Offering" as used in this Certificate of
Incorporation shall mean the corporation's initial firm commitment
underwritten public offering pursuant to an effective registration under
the Securities Act of 1933, as amended, covering the offer and sale of
Common Stock for the account of the Corporation to the public. For the
management of the business and for the conduct of the affairs of the
corporation, and in further definition, limitation and regulation of the
powers of the
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corporation, of its directors and of its stockholders or any class thereof,
as the case may be, it is further provided that, effective upon the closing
of a Qualified Public Offering:
1. 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
fixed exclusively by one or more resolutions adopted from time to time
by the Board of Directors.
The Board of Directors shall be divided into three classes
designated as Class I, Class II and Class III, respectively. Directors
shall be assigned to each class in accordance with a resolution or
resolutions adopted by the Board of Directors. At the first annual
meeting of stockholders following the date hereof, the term of office of
the Class I directors shall expire and Class I directors shall be
elected for a full term of three years. At the second annual meeting of
stockholders following the date hereof, the term of office of the Class
II directors shall expire and Class II directors shall be elected for a
full term of three years. At the third annual meeting of stockholders
following the date hereof, the term of office of the Class III directors
shall expire and Class III directors shall be elected for a full term of
three years. At each succeeding annual meeting of stockholders,
directors shall be elected for a full term of three years to succeed the
directors of the class whose terms expire at such annual meeting.
Notwithstanding the foregoing provisions of this Article, 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.
Any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal, or other causes shall be filled
by either (i) the affirmative vote of the holders of a majority of the
voting power of the thenoutstanding shares of voting stock of the
corporation entitled to vote generally in the election of directors (the
"Voting Stock") voting together as a single class; or (ii) by the
affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum of the Board of Directors. Newly
created directorships resulting from any increase in the number of
directors shall, unless the Board of Directors determines by resolution
that any such newly created directorship shall be filled by the
stockholders, be filled only by the affirmative vote of the directors
then in office, even though less than a quorum of the Board of
Directors. Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the
class of directors in which the new directorship was created or the
vacancy occurred and until such director's successor shall have been
elected and qualified.
2. 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.
3. The directors of the corporation need not be elected by written
ballot unless a stockholder demands election by written ballot at the
meeting and before voting begins, or unless the Bylaws so provide.
4. The affirmative vote of sixty-six and two-thirds percent
(66-2/3%) of the voting power of the then outstanding shares of Voting
Stock, voting together as a single class, shall be required for the
adoption, amendment or repeal of the following sections of the
corporation's Bylaws by the stockholders of this corporation: 2.2
(Annual Meeting) and 2.3 (Special Meeting).
5. No action shall be taken by the stockholders of the corporation
except at an annual or special meeting of the stockholders called in
accordance with the Bylaws.
6. Advance notice of stockholder nomination for the election of
directors and of business to be brought by stockholders before any
meeting of the stockholders of the corporation shall be given in the
manner provided in the Bylaws of the corporation.
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7. Any director, or the entire Board of Directors, may be removed
from office at any time (i) with cause by the affirmative vote of the
holders of at least a majority of the voting power of all of the
then-outstanding shares of the Voting Stock, voting together as a single
class; or (ii) without cause by the affirmative vote of the holders of
at least sixty-six and two-thirds percent (66 2/3%) of the voting power
of all of the then-outstanding shares of the Voting Stock.
SIXTH: Notwithstanding any other provisions of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser
vote or no vote, but in addition to any affirmative vote of the holders of
any particular class or series of the Voting Stock required by law, this
Certificate of Incorporation or any Preferred Stock Designation, the
affirmative vote of the holders of at least sixty-six and two-thirds
percent (66 2/3%) of the voting power of all of the then-outstanding shares
of the Voting Stock, voting together as a single class, shall be required
to alter, amend or repeal Article FIFTH or this Article SIXTH.
SEVENTH: 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, except as provided in
Article SIXTH of this Certificate, and all rights conferred upon the
stockholders herein are granted subject to this right.
EIGHTH:
1. 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 fiduciary duty as a director.
2. 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.
3. Neither any amendment nor repeal of this Article I, nor the
adoption of any provision of the 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: 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.
TENTH. At all elections of directors of the corporation, each holder
of stock or of any class or series of stock shall be entitled to as many
votes as shall equal the number of votes which such stockholder would be
entitled to cast for the election of directors with respect to his or her
shares of stock multiplied by the number of directors to be elected, and
may cast all of such votes for any director, or for any two or more of them
as such stockholder may see fit.
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IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been
signed this 21st day of June, 1996.
CARDIAC PATHWAYS CORPORATION
By: /s/ WILLIAM N. STARLING
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William N. Starling
President and Chief Executive
Officer
ATTEST:
/s/ J. CASEY MCGLYNN
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Casey McGlynn, Secretary
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