Exhibit 1
RESTATED CERTIFICATE OF INCORPORATION
OF
FINE HOST CORPORATION
FINE HOST CORPORATION, a corporation organized and existing
under the laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is Fine Host Corporation. Fine
Host 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 November 7, 1985.
2. The original Certificate of Incorporation was amended and
restated pursuant to a Restated Certificate of Incorporation which was filed
with the Secretary of State of the State of Delaware on April 28, 1993, which
was further amended and restated pursuant to a Restated Certificate of
Incorporation which was filed with the Secretary of State of the State of
Delaware on May 10, 1996, which was further amended and restated pursuant to a
Restated Certificate of Incorporation which was filed with the Secretary of
State of the State of Delaware on June 25, 1996.
3. This Restated Certificate of Incorporation, which restates
and integrates and further amends the provisions of the Restated Certificate of
Incorporation of this corporation, is made and filed pursuant to the order,
dated May 18, 1999, of the United States Bankruptcy Court, District of Delaware
in In re Fine Host Corporation No. 99-20 (PJW) and the Plan of Reorganization
filed on March 18, 1999 confirmed therein in connection with the reorganization
of the corporation under Title 11 of the United States Code and in accordance
with Sections 103, 245 and 303 of the General Corporation Law of the State of
Delaware.
4. The text of the Restated Certificate of Incorporation of
the corporation is hereby restated and further amended to read in its entirety
as follows:
ARTICLE I
The name of the Corporation (the "Corporation") is Fine Host
Corporation.
ARTICLE II
The address of the registered office of the Corporation in the
State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle, Delaware 19801. The name of the registered
agent at such address is The Corporation Trust Company.
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ARTICLE III
The nature of the business or purposes to be conducted or
promoted by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.
ARTICLE IV
1. The total number of shares which the Corporation shall have
the authority to issue is 20,000,000 shares, which shall consist of (i)
15,000,000 shares of Common Stock, par value $.05 per share (the "Common
Stock"), and (ii) 5,000,000 shares of Preferred Stock, par value $.05 per share
(the "Preferred Stock").
2. The Preferred Stock may be issued from time to time as
herein provided in one or more series. The designations, relative rights,
preferences and limitations of the Preferred Stock, and particularly of the
shares of each series thereof, may, to the extent permitted by law, be similar
to or differ from those of any other series. The Board of Directors of the
Corporation is hereby expressly granted authority, subject to the provisions of
this Article IV, to fix, from time to time before issuance thereof, the number
of shares in each series and all designations, relative rights, preferences and
limitations of the shares in each such series, including, but without limiting
the generality of the foregoing, the following:
(a) the designation of the series and the number of shares to
constitute each series;
(b) the dividend rate on the shares of each series, any
conditions on which and times at which dividends are payable, whether dividends
shall be cumulative, and the preference or relation (if any) with respect to
such dividends (including preferences over dividends on the Common Stock or any
other class or classes);
(c) whether the series will be redeemable (at the option of
the Corporation or the holders of such shares or both, or upon the happening of
a specified event) and, if so, the redemption prices and the conditions and
times upon which redemption may take place and whether for cash, property or
rights, including securities of the Corporation or another Corporation;
(d) the terms and amount of sinking, retirement or purchase
fund;
(e) the conversion or exchange rights (at the option of the
Corporation or the holders of such shares or both, or upon the happening of a
specified event), if any, including the conversion or exchange price and other
terms of conversion or exchange;
(f) subject to Article V, the voting rights, if any (other
than any voting rights that the Preferred Stock may have as a matter of law);
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(g) any restrictions on the issue or reissue or sale of
additional Preferred Stock;
(h) the rights of the holders upon voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation
(including preferences over the Common Stock or any other class of classes or
series of stock);
(i) the preemptive rights, if any, to subscribe to additional
issues of stock or securities of the Corporation; and
(j) such other special rights and privileges, if any, for the
benefit of the holders of the Preferred Stock, as shall not be inconsistent with
provisions of this Restated Certificate of Incorporation.
All shares of Preferred Stock of the same series shall be
identical in all respects, except that shares of any one series issued at
different times may differ as to dates, if any, from which dividends thereon may
accumulate. All shares of Preferred Stock of all series shall be of equal rank
and shall be identical in all respects except that any series may differ from
any other series with respect to any one or more of the designations, relative
rights, preferences and limitations described or referred to in subparagraphs
2(a) to 2(j) inclusive above.
ARTICLE V
The Corporation shall not create, designate, authorize or
cause to be issued any class or series of nonvoting stock. For purposes of this
Article V, any class or series of stock, including any series of Preferred
Stock, that has only such voting rights as are mandated by the General
Corporation Law of the State of Delaware, shall be deemed to be nonvoting stock
subject to the restrictions of this Article V.
ARTICLE VI
The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors. The number of directors of
the Corporation shall be as from time to time fixed by, or in the manner
provided in, the by-laws of the Corporation. Directors who are elected at an
annual meeting of stockholders, and directors who are elected in the interim to
fill vacancies and newly created directorships, shall hold office until the next
annual meeting of stockholders and until their successors are elected and
qualified or until their earlier resignation or removal.
ARTICLE VII
In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, alter or
appeal the by-laws of the Corporation.
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ARTICLE VIII
1. Elections of directors need not be by written ballot unless
the by-laws of the Corporation shall so provide.
2. Meetings of stockholders may be held at such place either
within or without the State of Delaware, as may be designated by or in the
manner provided by the by-laws. The books of the Corporation may be kept
(subject to any provision contained in the statutes of the State of Delaware)
outside 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 by-laws of the Corporation.
ARTICLE IX
The Corporation shall indemnify each person who is or was a
director, officer or employee of the Corporation (including the heirs,
executors, administrators or estate of such person) or is or was serving at the
request of the Corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, to the
fullest extent permitted under subsections 145(a), (b) and (c) of the Delaware
General Corporation Law or any successor statute.
The indemnification provided by this Article IX shall not be
deemed exclusive of any other rights to which any of those seeking
indemnification or advancement of expenses may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
ARTICLE X
A director of the 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 derived an
improper personal benefit. If the Delaware General Corporation Law is amended
after the date hereof to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.
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ARTICLE XI
The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Restated Certificate of Incorporation, in
the manner now or hereafter prescribed by the laws of the State of Delaware, and
may add additional provisions authorized by such laws as are then in force. All
rights conferred upon the directors or stockholders of the Corporation herein or
in any amendment hereof are granted subject to this reservation.
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IN WITNESS WHEREOF, Fine Host Corporation has caused this
Restated Certificate of Incorporation to be signed by Ellen Keats, its Senior
Vice President, General Counsel and Secretary this 27th day of May, 1999.
FINE HOST CORPORATION
By: /s/ Ellen Keats
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Name: Ellen Keats
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