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EXHIBIT 4.1
CERTIFICATE OF AMENDMENT AND RESTATEMENT OF
THE ARTICLES OF INCORPORATION OF ASPECT
TELECOMMUNICATIONS CORPORATION
JAMES R. CARREKER and CRAIG W. JOHNSON certify that:
1. They are the president and Secretary, respectively, of ASPECT
TELECOMMUNICATIONS CORPORATION, a California corporation.
2. The Articles of Incorporation of this corporation are amended and
restated to read in their entirety as follows:
"I.
The name of this corporation is ASPECT TELECOMMUNICATIONS CORPORATION.
II.
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.
II.
(a) This corporation is authorized to issue two classes of shares
designated "Preferred Stock" and "Common Stock", respectively. The total number
of shares which this corporation shall have authority to issue is Fifty-Two
Million (52,000,000), with par value of $0.01 per share. The number of shares of
Preferred Stock authorized to be issued is Two Million (2,000,000), and the
number of shares of Common Stock authorized to be issued is Fifty Million
(50,000,000).
(b) The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized, within the limitations and
restrictions stated in these Articles of Incorporation to determine or alter the
rights, preferences, privileges or restrictions stated in these Articles of
Incorporation; to determine or alter the rights, preferences, privileges or
restrictions granted to or imposed upon any wholly unissued series of Preferred
Stock and the number of shares constituting any such series and the designation
thereof, or any of them; and 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
resume the
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status which they had prior to the adoption of the resolution originally fixing
the number of shares of such series.
IV.
Section 1. Limitation of Directors' Liability. The liability of the
directors of the corporation for monetary damages shall be eliminated to the
fullest extent permissible under California law.
Section 2. Indemnification of Corporate Agents. This corporation is
authorized to provide indemnification of agents (as defined in Section 317 of
the California Corporations Code) through bylaw provisions, agreements with
agents, vote of shareholders or disinterested directors or otherwise, in excess
of the indemnification otherwise permitted by such Section 317 of the California
Corporations Code, subject only to the applicable limits set forth in Section
204 of the California Corporations Code with respect to actions for breach of
duty to the corporation and its shareholders.
Section 3. Repeal or Modification. Any repeal or modification of the
foregoing provisions of this Article IV by the shareholders of the corporation
shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal or modification."
3. The foregoing amendment of Articles of Incorporation has been duly
approved by the Board of Directors.
4. The foregoing amendment of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902 of
the California Corporations Code. At the time of approval of the amendment and
restatement, the total number of outstanding shares of Common Stock of the
corporation was 1,965,165, the total number of outstanding shares of Series A
Preferred Stock of the corporation was 1,900,000, the total number of
outstanding shares of Series B Preferred Stock of the corporation was 2,248,500,
the total number of outstanding shares of Series C Preferred Stock of the
corporation was 859,500, and the total number of outstanding shares of Series D
Preferred Stock of the corporation was 795,800. Subsequent to the approval of
the amendment and restatement by the shareholders, all outstanding shares of
Series A, Series B, Series C and Series D Preferred Stock converted into shares
of Common Stock in accordance with their terms. The corporation has no other
class of securities outstanding. The number of shares voting in favor of the
amendment equaled or exceeded the vote required. The percentage vote required
was more than 50% of the Common Stock and more than 50% of the Preferred Stock.
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We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this Certificate of Amendment and
Restatement of Articles of Incorporation are true of our own knowledge. Executed
at Palo Alto, California on May 8, 1990.
/s/ James R. Carreker
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JAMES R. CARREKER, President
/s/ Craig W. Johnson
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CRAIG W. JOHNSON, Secretary
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
ASPECT TELECOMMUNICATIONS CORPORATION
JAMES R. CARREKER and CRAIG W. JOHNSON, certify that:
1. They are the President and Chief Executive Officer, and the
Secretary, respectively, of Aspect Telecommunications Corporation.
2. Article III(a) of the Articles of Incorporation of this corporation
is amended to read as follows:
"This corporation is authorized to issue two classes of shares
designated "Preferred Stock" and "Common Stock," respectively. The
total number of shares which this corporation shall have authority to
issue is One Hundred-Two Million (102,000,000), with par value of $0.01
per share. The number of shares of Preferred Stock authorized to be
issued is Two Million (2,000,000), and the number of shares of Common
Stock authorized to be issued is One Hundred Million (100,000,000).
Upon the amendment of this Article III(a) to read as set forth above in
this paragraph, each outstanding share of Common Stock shall be divided
into two (2) shares of Common Stock."
3. The foregoing amendment of the Articles of Incorporation was duly
approved by the Board of Directors at its meeting held on August 18, 1995, at
which a quorum was present and acting throughout.
4. The change which has been made hereby to the Articles of
Incorporation is to effect a two-for-one stock split of the Common Stock.
Pursuant to Section 902(c) of the California Corporations Code, shareholder
approval of this amendment is not required.
5. Pursuant to Section 110(c) of the California Corporations Code, the
foregoing amendment of the Articles of Incorporation of this corporation shall
become effective at the close of business on September 1, 1995.
6. The undersigned declare under penalty of perjury that the matters
set forth in the foregoing certificate are true of their own knowledge.
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Executed at San Jose, California on August 28, 1995.
/s/ James R. Carreker
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James R. Carreker, President
/s/ Craig W. Johnson
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Craig W. Johnson, Secretary
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
ASPECT TELECOMMUNICATIONS CORPORATION
JAMES R. CARREKER and CRAIG W. JOHNSON, certify that:
1. They are the Chairman and Chief Executive Officer, and the
Secretary, respectively, of Aspect Telecommunications Corporation.
2. Article III(a) of the Articles of Incorporation of this corporation
is amended to read as follows:
"This corporation is authorized to issue two classes of shares
designated "Preferred Stock" and "Common Stock," respectively. The total
number of shares which this corporation shall have authority to issue is
One Hundred-Two Million (102,000,000), with par value of $0.01 per
share. The number of shares of Preferred Stock authorized to be issued
is Two Million (2,000,000), and the number of shares of Common Stock
authorized to be issued is One Hundred Million (100,000,000). Upon the
amendment of this Article III(a) to read as set forth above in this
paragraph, each outstanding share of Common Stock shall be divided into
two (2) shares of Common Stock."
3. The foregoing amendment of the Articles of Incorporation was duly
approved by the Board of Directors at its meeting held on December 19, 1996, at
which a quorum was present and acting throughout.
4. The change which has been made hereby to the Articles of
Incorporation is to effect a two-for-one stock split of the Common Stock.
Pursuant to Section 902(c) of the California Corporations Code, shareholder
approval of this amendment is not required.
5. Pursuant to Section 110(c) of the California Corporations Code, the
foregoing amendment of the Articles of Incorporation of this corporation shall
become effective at the close of business on January 6, 1997.
6. The undersigned declare under penalty of perjury that the matters set
forth in the foregoing certificate are true of their own knowledge.
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Executed at San Jose, California on December 27, 1996.
/s/ James R. Carreker
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James R. Carreker,
Chairman and Chief Executive Officer
/s/ Craig W. Johnson
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Craig W. Johnson, Secretary