Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
PHARMACEUTICAL RESOURCES, INC.
ARTICLE I
The name of the corporation is Pharmaceutical Resources, Inc. (hereinafter
the "Corporation").
ARTICLE II
The registered office of the Corporation within the State of New Jersey is
located at 14 Leslie Place, Tenafly, New Jersey 07670. The name of the
Corporation's registered agent at such address is Mr. Stephen A. Ollendorff.
ARTICLE III
The purpose of the Corporation is to engage in any activity within the
purposes for which corporations may be organized under the "New Jersey Business
Corporation Act," N.J.S.A. 14A:l-1 et seq.
ARTICLE IV
(a) The Corporation is authorized to issue 60,000,000 shares of capital
stock which shall be designated the Common Stock, par value $.01 per share. Each
holder of Common Stock of the Corporation entitled to vote shall have one vote
for each share held thereof.
(b) The Corporation is authorized to issue 6,000,000 shares of capital
stock which shall be designated the Preferred Stock, par value $.0001 per share.
The Preferred Stock may be issued in one or more series. The Board of
Directors is hereby authorized to issue the shares of Preferred Stock in such
series and to fix from time to time before issuance the number of shares to be
included in any series and the designation, relative rights, preferences and
limitations of all shares of such series. The authority of the Board of
Directors with respect to each series shall include, without limiting the
generality of the foregoing, the determination of any or all of the following:
(i) The number of shares of any series and the designation to
distinguish the shares of such series from the shares of all other series;
1
(ii) The voting powers, if any, and whether such voting powers are
full or limited in such series;
(iii) The redemption provisions, if any, applicable to such series,
including the redemption price or prices to be paid;
(iv) Whether dividends, if any, shall be cumulative or noncumulative,
the dividend rate or rates of such series and the manner of determining the
same, and the dates and preferences of dividends on such series;
(v) The rights of such series upon the voluntary or involuntary
dissolution of, or upon any distribution of the assets of, the Corporation;
(vi) The provisions, if any, pursuant to which the shares of such
series are convertible into, or exchangeable for, shares of any other class
or classes or of any other series of the same or any other class or classes
of shares, or any other security, of the Corporation or any other
corporation, and the price or prices or the rates of exchange applicable
thereto;
(vii) The right, if any, to subscribe for or to purchase any
securities of the Corporation or any other corporation;
(viii) The provisions, if any, of a sinking fund applicable to such
series; and
(ix) Any other relative, participating, optional or other special
powers, preferences, rights, qualifications, limitations, or restrictions
thereof; all as shall be determined from time to time by the Board of
Directors and shall be stated in said resolution or resolutions providing
for the issuance of such Preferred Stock (a "Preferred Stock Designation").
(c) Except as may be provided in this Certificate of Incorporation or by
the Board of Directors in a Preferred Stock Designation or by law, the Common
Stock shall have the exclusive right to vote for the election of directors and
for all other purposes, and holders of Preferred Stock shall not be entitled to
receive notice of any meeting of shareholders at which they are not entitled to
vote or consent.
(d) The Corporation shall be entitled to treat the person in whose name any
share of its capital stock is registered as the owner thereof for all purposes,
and shall not be bound to recognize any equitable or other claim to, or interest
in, such share on the part of any other person, whether or not the Corporation
shall have notice thereof, except as expressly provided by applicable law.
2
ARTICLE V
(a) The Board of Directors shall have the power to remove directors for
cause and to suspend directors pending a final determination that cause exists
for removal.
(b) Subject to the rights of the holders of any class or series of capital
stock having a preference over the Common Stock as to dividends or upon
liquidation to elect additional directors under specific circumstances, the
number of directors which shall constitute the whole Board of Directors of the
Corporation shall not be more than fifteen, the exact number of directors to be
determined from time to time by the Board of Directors in accordance with the
By-Laws of the Corporation. Any decrease in the number of directors will not
shorten the term of any incumbent director.
(c) Commencing with the directors elected at the annual meeting of
shareholders in 1991, the directors, other than those who may be elected by the
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation, shall be classified with respect to
the time for which they severally hold office into three classes, as nearly
equal in number as possible, as shall be provided in the manner specified in the
By-Laws of the Corporation. One class shall be originally elected for a term
expiring at the annual meeting of shareholders to be held in 1992, another class
shall be originally elected for a term expiring at the annual meeting of
shareholders to be held in 1993, and another class shall be originally elected
for a term expiring at the annual meeting of shareholders to be held in 1994,
with the members of each class to hold office until their successors are elected
and qualified. Commencing at the 1992 annual meeting of the shareholders of the
Corporation, and at each succeeding annual meeting of the shareholders
thereafter, the successors of the class of directors whose term expires at that
meeting shall be elected by plurality vote of all votes cast at such meeting to
hold office for a term expiring at the annual meeting of stockholders held in
the third year following the year of their election.
(d) Notwithstanding anything contained in this Certificate of Incorporation
to the contrary, the affirmative vote of the shareholders holding at least
sixtysix and two-thirds percent of the outstanding shares of the Voting Stock,
voting together as a single class, shall be required to alter, change, amend,
repeal, or adopt any provision inconsistent with, this Article Fifth.
(e) For the purpose of this Article Fifth, "Voting Stock" shall mean the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors. In any vote required by or provided for
in this Article Fifth, each share of Voting Stock shall have the number of votes
granted to it generally in the election of directors.
3
ARTICLE VI
The number of directors constituting the first Board of Directors of the
Corporation shall be one and the name of the person serving as such director is
Kenneth I. Sawyer, whose address is c/o One Ram Ridge Road, Spring Valley, New
York 10977.
ARTICLE VII
The sole incorporator of the Corporation is Kenneth I. Sawyer, whose
address is c/o One Ram Ridge Road Spring Valley, New York 10977.
ARTICLE VIII
To the fullest extent permitted by law, no director or officer of the
Corporation shall be personally liable to the Corporation or its shareholders.
Neither the amendment or repeal of this Article Eighth, nor the adoption of any
provision of this Certificate of Incorporation inconsistent with this Article
Eighth, shall eliminate or reduce the protection afforded by this Article Eighth
to a director or officer of the Corporation in respect to any matter which
occurred, or any cause of action, suit or claim which but for this Article
Eighth would have accrued or arisen, prior to such amendment, repeal or
adoption.
ARTICLE IX
(a) The Corporation shall, to the fullest extent permitted by law, from
time to time, indemnify directors and officers of the Corporation against
expenses and liabilities incurred by such persons in connection with any
proceeding involving such person as a party or witness by reason of such
persons' serving as an officer or director of the Corporation.
(b) The indemnification and advancement of expenses provided by or granted
pursuant to this Article Ninth shall not exclude any other rights to which a
person may be entitled under the Certificate of Incorporation, the By-Laws, an
agreement, vote of shareholders, or otherwise.
(c) Expenses incurred by a director or officer in connection with a
proceeding shall be paid in advance of the final disposition of the proceeding
upon receipt of an undertaking by or on behalf of such person to repay such
amount unless it shall ultimately be determined that such person is entitled to
be indemnified as provided in this Article Ninth, the Certificate of
Incorporation, the By-Laws, by vote of shareholders, or otherwise.
(d) The Corporation shall have the power to purchase and maintain insurance
on behalf of any director or officer against any expenses incurred in any
proceeding in which such person is a party or a witness and any liabilities
asserted against such person, whether or not the Corporation would have the
power to indemnify such person against such
4
expenses and liabilities under this Article Ninth or otherwise. The Corporation
may purchase such insurance from, or such insurance may be reinsured in whole or
in part by, an insurer owned by or otherwise affiliated with the Corporation.
(e) Neither the amendment or repeal of this Article Ninth, nor the adoption
of any provision of this Certificate of Incorporation inconsistent with this
Article Ninth, shall eliminate or reduce the protection or rights afforded by
this Article Ninth to any person in respect to any matter which occurred, or any
claim or proceeding which but for this Article Ninth would have been made or
arisen, prior to such amendment, repeal or adoption.
IN WITNESS WHEREOF, the sole incorporator, being over eighteen years of
age, has signed this Certificate of Incorporation on this 29th day of July,
1991.
By /s/ Kenneth I. Sawyer
-----------------------
Kenneth I. Sawyer
5