1
EXHIBIT 3.2
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PROCOM TECHNOLOGY, INC.
Alex Razm'joo and Frank Alaghband hereby certify that:
1. They are the President and Secretary, respectively, of Procom Technology,
Inc., a California corporation.
2. The Articles of Incorporation of this corporation are amended and restated in
their entirety to read as follows:
"NAME
ONE: The name of the corporation is:
Procom Technology, Inc.
PURPOSE
TWO: The purpose of the 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.
AUTHORIZED SHARES
THREE: The corporation shall have authority to issue seventy-five
million (75,000,000) shares of stock, consisting of sixty-five million
(65,000,000) shares of common stock, no par value per share (the
"Common Stock"), and ten million (10,000,000) shares of preferred
stock, no par value per share (the "Preferred Stock").
The Board of Directors is authorized to fix by resolution the
designations, powers, preferences and relative, participating, optional
or other special rights (including voting rights, if any, and
conversion rights, if any), and qualifications, limitations or
restrictions thereof, of any such series of Preferred Stock, and the
number of shares constituting any such series, or all 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 such shares then outstanding. Except as
2
otherwise provided (i) by law, (ii) by these Articles of Incorporation
as amended from time to time, or (iii) by resolutions of the Board of
Directors fixing the powers and preferences of any class or series of
shares as to which the Board of Directors has been expressly vested
with authority to fix the powers and preferences, (a) the Common Stock
shall possess the full voting power of the Corporation and (b) the
number of authorized shares of any class or classes of stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of
the stock of the Corporation entitled to vote.
Upon the filing in the Office of the Secretary of State of
California of these Amended and Restated Articles of Incorporation,
each issued and outstanding share of Common Stock shall thereby and
thereupon be reclassified as and changed into three shares of Common
Stock. Each holder of Common Stock shall be entitled to receive such
number of shares of Common Stock resulting from such stock split.
NO CUMULATIVE VOTING
FOUR: No holder of any class of stock of the corporation shall be
entitled to cumulate votes at any election of directors of this
corporation. This provision shall become effective only when this
corporation becomes a listed corporation within the meaning of Section
301.5 of the California General Corporation Law.
ELECTION AND TERM OF DIRECTORS
FIVE: This provision shall become effective only when this corporation
becomes a listed corporation within the meaning of Section 301.5 of the
General Corporation Law of California.
In the event that the authorized number of directors shall be
fixed with at least six (6) but less than nine (9) directors, the Board
of Directors shall be divided into two classes, designated Class I and
Class II, effective as of the first annual meeting following the date
that this corporation becomes a listed corporation within the meaning
of Section 301.5 of the General Corporation Law of California (the
"Initial Annual Meeting"). Each class shall consist of one-half of the
directors or as close an approximation as possible. The initial term of
office of the directors of Class I shall expire at the annual meeting
to be held during the fiscal year following the Initial Annual Meeting,
and the initial term of office of the directors of Class II shall
expire at the annual meeting to be held during the second fiscal year
following the Initial Annual Meeting. At each annual meeting,
commencing with the first annual meeting following the Initial Annual
Meeting, each of the successors to the directors of the class whose
term shall have expired at such annual meeting shall be elected for a
term running until the second annual meeting next succeeding his or her
election and until his or her successor shall have been duly elected
and qualified.
2
3
In the event that the authorized number of directors shall be
fixed at nine (9) or more, the Board of Directors shall be divided into
three classes, designated Class I, Class II and Class III, effective as
of the first annual meeting coinciding with or following the division
into three classes (the "Effective Date"). Each class shall consist of
one-third of the directors or as close an approximation as possible.
The initial term of office of the directors of Class I shall expire at
the annual meeting to be held during the first fiscal year following
the Effective Date, the initial term of office of the directors of
Class II shall expire at the annual meeting to be held during second
fiscal year following the Effective Date and the initial term of office
of the directors of Class III shall expire at the annual meeting to be
held during the third fiscal year following the Effective Date. At each
annual meeting, commencing with the first annual meeting following the
Effective Date, each of the successors to the directors of the class
whose term shall have expired at such annual meeting shall be elected
for a term running until the third annual meeting next succeeding his
or her election and until his or her successor shall have been duly
elected and qualified.
Notwithstanding the rule that the classes shall be as nearly
equal in number of directors as possible, in the event of any change in
the authorized number of directors, each director then continuing to
serve 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, resignation or removal.
At each annual election, the directors chosen to succeed those
whose terms then expire shall be of the same class as the directors
they succeed, unless, by reason of any intervening changes in the
authorized number of directors, the Board of Directors shall designate
one or more directorships whose terms then expire as directorships of
another class in order more nearly to achieve equality of number of
directors among the classes.
This provision only may be amended or repealed by the approval
of the Board of Directors and the outstanding shares (as defined in
Section 152 of the General Corporation Law of California) voting as a
single class, notwithstanding Section 903 of the General Corporation
Law of California.
DIRECTOR LIABILITY
SIX: The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under
California law.
INDEMNIFICATION OF AGENTS
SEVEN: The corporation is authorized to provide indemnification of
agents (as defined in Section 317 of the General Corporation Law of
California) to the fullest extent
3
4
permissible under California law, in excess of that indemnification
otherwise permitted by Section 317 of the General Corporation Law of
California."
3. The foregoing amendment and restatement of Articles of Incorporation has been
duly approved by the Board of Directors of this corporation.
4. The foregoing amendment and restatement of Articles of Incorporation has been
duly approved by the required vote of the shareholders of this corporation in
accordance with Sections 902 and 903 of the General Corporation Law of
California. The total number of outstanding shares of each class and series
entitled to vote with respect to the foregoing amendment and restatement of
articles of incorporation was 3,000,000 shares of Common Stock. There are no
shares outstanding of Preferred Stock of this corporation of any class or
series. The number of shares voting in favor of the foregoing amendment and
restatement equaled or exceeded the vote required. The percentage vote required
was a majority of the outstanding shares of Common Stock and Preferred Stock
voting together as a single class.
We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of our own knowledge.
DATED: October ___, 1996
_________________
Alex Razmjoo
President
_________________
Frank Alaghband
Secretary
4