Exhibit 3(1)
CERTIFICATE OF INCORPORATION
OF
CANARGO ENERGY CORPORATION
(AS AMENDED THROUGH JULY 15, 1998)
FIRST: The name of the Corporation is CanArgo Energy Corporation (the
"Corporation").
SECOND: The address of the registered office of the Corporation in the State
of Delaware is 32 Loockerman Square, Suite L-100, Dover, Delaware 19904, in the
City of Dover, County of Kent. The name of the registered agent at that address
is The Prentice-Hall Corporation System, Inc.
THIRD: 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 Delaware.
FOURTH:
(a) The total number of shares of all classes of stock which the
Corporation shall have authority to issue is fifty-five million
(55,000,000), in two (2) classes consisting of:
(1) A class consisting of five million (5,000,000) shares of
Preferred Stock, par value ten cents ($.10) per share (the "Preferred
Stock"); and
(2) A class consisting of fifty million (50,000,000) shares of
Common Stock, par value ten cents ($.10) per share (the "Common
Stock").
Upon an amendment of this paragraph (a) of Article Fourth that
reflects the inclusion of this sentence becoming effective (the "Effective
Date"), each two (2) shares of the Corporation's common stock, par value
ten cents ($.10) per share, issued and outstanding immediately prior to the
Effective Date (the "Old Common Stock") shall be reclassified as, and
changed, converted and combined into, one (1) validly issued, fully paid
and non-assessable outstanding share of Common Stock of the Corporation,
without any action on the part of the holder thereof. No fractional shares
shall be issued in connection with such reclassification. Each stockholder
who would otherwise be entitled to receive a fractional share of Common
Stock in connection with such reclassification shall be entitled to
receive, in lieu thereof, a cash payment equal to such fraction
multiplied by two times the fair market value of one share of the
Corporation's Old Common Stock as of the close of business on the business
day immediately preceding the Effective Date. For this purpose, fair market
value shall be deemed to be the mean between the high and low prices at
which the Corporation's Old Common Stock trades on the National Market
System of the Nasdaq Stock Market, Inc. on the trading day immediately
preceding such Effective Date, or if such Old Common Stock does not so
trade, then the fair market value as determined by the Corporation's Board
of Directors based upon recent trades and bid and asked prices of the Old
Common Stock. Each certificate that immediately prior to the Effective Date
represented shares of Old Common Stock shall upon and after the Effective
Date represent (i) that number of shares of Common Stock into which the
shares of Old Common Stock represented by such certificate shall have been
reclassified and (ii) the right to receive cash in lieu of fractional
shares of Common Stock as aforesaid; provided, however, that each person
holding of record a stock certificate or certificates that immediately
prior to the Effective Date represented shares of Old Common Stock shall
receive, upon surrender of such certificate or certificates, (x) a new
certificate or certificates evidencing and representing the number of
shares of Common Stock to which such person is entitled pursuant to the
foregoing reclassification and (y) a cash payment in lieu of the issuance
of fractional shares of Common Stock as aforesaid.
FIFTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:
(a) The directors of the Corporation need not be elected by written
ballot unless the Bylaws of the Corporation so provide.
(b) The directors shall have the concurrent power with the stockholders
to adopt, amend or repeal the Bylaws of the Corporation.
SIXTH: A director of this Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derives an improper
personal benefit.
If the Delaware General Corporation Law is hereafter amended to authorize the
further elimination or limitation of the liability of a director, then the
liability of the directors of the Corporation shall be eliminated or limited to
the fullest extent permitted by the Delaware General Corporation Law, as so
amended.
Any repeal or modification of the foregoing provisions of the Article Sixth
by the stockholders 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.
SEVENTH: The Corporation reserves the right to amend or repeal any provision
contained in this Certificate of Incorporation in the manner prescribed by the
laws of the State of Delaware and all rights conferred upon stockholders are
granted subject to this reservation.
EIGHTH: The name and mailing address of the sole incorporator are as
follows:
Name Address
---- -------
J.E. Costelloe 5670 Wilshire Blvd., Ste. 750
Los Angeles, CA 90071
I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a
corporation under the laws of the State of Delaware, do make, file and record
this Certificate of Incorporation, do certify that the facts herein stated are
true, and accordingly, have hereto set by hand this 6th day of October, 1994.
/s/J.E. Costelloe
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J.E. Costelloe, Incorporator