ARTICLES OF AMENDMENT
OF RF MICRO DEVICES, INC.
RF Micro Devices, Inc., a North Carolina corporation (the
"Corporation"), hereby submits these Articles of Amendment for the purpose of
amending its Restated Articles of Incorporation to determine the preferences,
limitations, and relative rights of a new series of Preferred Stock:
(1) The name of the Corporation is RF Micro Devices, Inc.
(2) Pursuant to authority granted by Article 2 of the Restated Articles
of Incorporation of the Corporation and in accordance with the provisions of
Section 55-6-02 of the North Carolina Business Corporation Act, the Board of
Directors of the Corporation duly adopted on August 10, 2001 the following
amendment to the Restated Articles of Incorporation of the Corporation:
Article 2 of the Corporation's Restated Articles of
Incorporation is hereby amended by adding the following to the end of Article 2:
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK. There is hereby created
a new series of Preferred Stock designated "Series A Junior Participating
Preferred Stock." The number of shares constituting such series initially shall
be five hundred thousand (500,000). Such number of shares may be increased or
decreased by the Board of Directors; provided, however, that no decrease shall
reduce the number of shares of Series A Junior Participating Preferred Stock to
a number less than the number of shares then outstanding plus the number of
shares reserved for issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities issued by the
Corporation convertible into Series A Junior Participating Preferred Stock. The
Series A Junior Participating Preferred Stock shall have the preferences,
limitations and relative rights set forth below:
(a) DIVIDENDS AND DISTRIBUTIONS.
(i) Subject to the prior and superior rights of the
holders of any shares of any series of Preferred Stock ranking
prior and superior to the shares of Series A Junior
Participating Preferred Stock with respect to dividends, the
holders of shares of Series A Junior Participating Preferred
Stock, in preference to the holders of Common Stock and of any
other junior stock, shall be entitled to receive, when, as and
if declared by the Board of Directors out of funds legally
available therefor, quarterly dividends payable in cash on the
fifteenth day of January, April, July and October in each year
(each such date being referred to herein as a "Quarterly
Dividend Payment Date"), commencing on the first Quarterly
Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Junior Participating Preferred
Stock, in an amount per share (rounded to the nearest cent)
equal to the greater of (x) $10.00 or (y) subject to the
provision for adjustment hereinafter set forth, 1,000 times
the aggregate per share amount of all cash dividends, and
1,000 times the aggregate per share amount (payable in kind)
of all non-cash dividends or other distributions, other than a
dividend payable in shares of Common Stock or a subdivision of
the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately
preceding Quarterly Dividend Payment Date, or, with respect to
the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series A
Junior Participating Preferred Stock. In the event the
Corporation shall on or at any time after August 10, 2001 (the
"Rights Declaration Date") (A) declare any dividend on Common
Stock payable in shares of Common Stock, (B) subdivide the
outstanding Common Stock, or (C) combine or consolidate the
outstanding shares of Common Stock into a smaller number of
shares, then in each such case the amount to which holders of
shares of Series A Junior Participating Preferred Stock were
entitled immediately prior to such event under clause (y) of
the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such
event.
(ii) The Corporation shall declare a dividend or
distribution on the Series A Junior Participating Preferred
Stock as provided in subparagraph (i) above immediately after
it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock);
provided that, subject to the requirements of applicable law
and the Restated Articles of Incorporation, in the event no
dividend or distribution shall have been declared on the
Common Stock during the period between any Quarterly Dividend
Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of $10.00 per share on the Series A
Junior Participating Preferred Stock shall nevertheless be
payable on such subsequent Quarterly Dividend Payment Date.
(iii) Dividends shall begin to accrue and be
cumulative on outstanding shares of Series A Junior
Participating Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares
of Series A Junior Participating Preferred Stock, unless the
date of issue of such shares is prior to the record date for
the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record
date for the determination of holders of shares of Series A
Junior Participating Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment
Date, in either of which events such dividends shall begin to
accrue and be cumulative from such Quarterly Dividend Payment
Date. Accrued but unpaid dividends shall not bear interest.
Dividends paid on the shares of Series A Junior Participating
Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares
shall be allocated pro rata on a share-by-share basis among
all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of
holders of shares of Series A Junior Participating Preferred
Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no
more than 60 days prior to the date fixed for the payment
thereof.
(b) VOTING RIGHTS. The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting rights:
(i) Subject to the provision for adjustment
hereinafter set forth, each share of Series A Junior
Participating Preferred Stock shall entitle the holder thereof
to 1,000 votes on all matters submitted to a vote of the
shareholders of the Corporation. In the event the Corporation
shall at any time on or after the Rights Declaration Date (A)
declare any dividend on Common Stock payable in shares of
Common Stock, (B) subdivide the outstanding Common Stock, or
(C) combine or consolidate the outstanding Common Stock into a
smaller number of shares, then in each such case the number of
votes per share to which holders of shares of Series A Junior
Participating Preferred Stock were entitled immediately prior
to such event shall be adjusted by multiplying such number by
a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.
(ii) Except as otherwise provided herein, with
respect to any other amendment to the Restated Articles of
Incorporation of the Corporation or as required by law, the
holders of shares of Series A Junior Participating Preferred
Stock and the holders of shares of Common Stock shall vote
together as one group on all matters submitted to a vote of
shareholders of the Corporation.
(iii) Except as set forth herein, holders of Series A
Junior Participating Preferred Stock shall have no special
voting rights and their consent shall not be required (except
to the extent they are entitled to vote with holders of Common
Stock as set forth herein) for taking any corporate action.
(c) CERTAIN RESTRICTIONS.
(i) Whenever quarterly dividends or other dividends
or distributions payable on the Series A Junior Participating
Preferred Stock as provided in Paragraph (a) are in arrears,
thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A
Junior Participating Preferred Stock outstanding shall have
been paid in full, the Corporation shall not:
(A) declare or pay dividends on, redeem or
purchase or otherwise acquire for consideration, or
make any other distributions on any shares of stock
ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series
A Junior Participating Preferred Stock;
(B) declare or pay dividends on, redeem or
purchase or otherwise acquire for consideration, or
make any other distributions on any shares of stock
ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the
Series A Junior Participating Preferred Stock,
provided that there may be declared and paid ratably
dividends on the Series A Junior Participating
Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to
the total amounts to which the holders of all such
shares are then entitled; and, provided further, that
the Corporation may at any time redeem or purchase or
otherwise acquire shares of any such parity stock in
exchange for shares of any stock of the Corporation
ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series
A Junior Participating Preferred Stock; or
(C) purchase or otherwise acquire for
consideration any shares of Series A Junior
Participating Preferred Stock, or redeem or purchase
or otherwise acquire any shares of stock ranking on a
parity with the Series A Junior Participating
Preferred Stock, except in accordance with a purchase
offer made in writing or by publication (as
determined by the Board of Directors) to all holders
of such shares upon such terms as the Board of
Directors, after consideration of the respective
annual dividend rates and other relative rights and
preferences of the respective series and classes,
shall determine in good faith will result in fair and
equitable treatment among the respective series or
classes.
(ii) The Corporation shall not permit any subsidiary
of the Corporation (for the account of such subsidiary) to
purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under
subparagraph (i) of this Paragraph (c), purchase or otherwise
acquire such shares at such time and in such manner.
(iii) No dividend shall be declared and paid, or set
apart for payment on, any share of the Series A Junior
Participating Preferred Stock or any share of any other series
of Preferred Stock or any share of any class of stock, or
series thereof, ranking on a parity with the Series A Junior
Participating Preferred Stock as to dividends, for any
dividend period unless at the same time a like proportionate
dividend for the same dividend period, ratably in proportion
to the respective dividends applicable thereto, shall be
declared and paid, or set apart for payment on, all shares of
the Series A Junior Participating Preferred Stock and all
shares of all other series of Preferred Stock and all shares
of any class, or series thereof, ranking on a parity with the
Series A Junior Participating Preferred Stock as to dividends,
then issued and outstanding and entitled to receive dividends.
(d) REACQUIRED SHARES. Any shares of Series A Junior
Participating Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and canceled
promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of Preferred
Stock and may be reissued as part of a new series of Preferred Stock,
subject to the conditions and restrictions on issuance set forth
herein, in the Restated Articles of Incorporation of the Corporation
(including Articles of Amendment duly adopted in accordance with the
North Carolina Business Corporation Act) creating a series of Preferred
Stock or any similar stock, or as otherwise required by law.
(e) LIQUIDATION, DISSOLUTION OR WINDING UP.
(i) Upon any liquidation (voluntary or otherwise),
dissolution or winding up of the Corporation, no distribution
shall be made to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Junior Participating Preferred
Stock unless, prior thereto, the holders of shares of Series A
Junior Participating Preferred Stock shall have received
$10.00 per share, plus an amount equal to all accrued and
unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment (the "Series A
Liquidation Preference"). Following the payment of the full
amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series
A Junior Participating Preferred Stock unless, prior thereto,
the holders of shares of Common Stock shall have received an
amount per share (the "Common Adjustment") equal to the
quotient obtained by dividing (A) the Series A Liquidation
Preference by (B) 1,000 (as appropriately adjusted as set
forth in subparagraph (iii) below to reflect such events as
stock splits, stock dividends and recapitalizations with
respect to the Common Stock) (such number in clause (B), the
"Adjustment Number"). Following the payment of the full amount
of the Series A Liquidation Preference and the Common
Adjustment in respect of all outstanding shares of Series A
Junior Participating Preferred Stock and Common Stock,
respectively, holders of Series A Junior Participating
Preferred Stock and holders of shares of Common Stock shall
receive their ratable and proportionate share of the remaining
assets to be distributed in the ratio of the Adjustment Number
to one (1) with respect to such Series A Junior Participating
Preferred Stock and Common Stock, on a per share basis,
respectively.
(ii) In the event, however, that there are not
sufficient assets available to permit payment in full of the
Series A Liquidation Preference and the liquidation
preferences of all other series of Preferred Stock, if any,
which rank on a parity with the Series A Junior Participating
Preferred Stock, then such remaining assets shall be
distributed ratably to the holders of the Series A Junior
Participating Preferred Stock and such parity shares in
proportion to their respective liquidation preferences. In the
event that there are not sufficient assets available to permit
payment in full of the Common Adjustment, then such remaining
assets shall be distributed ratably to the holders of Common
Stock.
(iii) In the event the Corporation shall at any time
on or after the Rights Declaration Date (A) declare any
dividend on Common Stock payable in shares of Common Stock,
(B) subdivide the outstanding Common Stock, or (C) combine the
outstanding Common Stock into a smaller number of shares, then
in each such case the Adjustment Number in effect immediately
prior to such event shall be adjusted by multiplying such
Adjustment Number by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior
to such event.
(iv) Neither the sale, lease or conveyance of all or
substantially all of the property or business of the
Corporation, nor the merger, consolidation or statutory share
exchange of the Corporation into or with any other corporation
or the merger, consolidation or statutory share exchange of
any other corporation into or with the Corporation, shall be
deemed to be a liquidation, dissolution or winding-up,
voluntary or involuntary, for the purposes of this Paragraph
(e).
(f) STATUTORY SHARE EXCHANGE, MERGER CONSOLIDATION, ETC. In
case the Corporation shall enter into any statutory share exchange,
merger, consolidation, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the
shares of Series A Junior Participating Preferred Stock shall at the
same time be similarly exchanged or changed in an amount per share
(subject to the provision for adjustment hereinafter set forth) equal
to 1,000 times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into which or
for which each share of Common Stock is changed or exchanged. In the
event the Corporation shall at any time on or after the Rights
Declaration Date (A) declare any dividend on Common Stock payable in
shares of Common Stock, (B) subdivide the outstanding Common Stock, or
(C) combine or consolidate the outstanding Common Stock into a smaller
number of shares, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of
Series A Junior Participating Preferred Stock shall be adjusted by
multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.
(g) NO REDEMPTION. The shares of Series A Junior Participating
Preferred Stock shall not be redeemable.
(h) RANKING. The Series A Junior Participating Preferred Stock
shall rank junior to all other series of the Corporation's Preferred
Stock as to the payment of dividends and the distribution of assets,
unless the terms of any such series shall provide otherwise.
(i) AMENDMENT. The Restated Articles of Incorporation of the
Corporation shall not be further amended in any manner which would
materially alter or change the powers, preferences or special rights of
the Series A Junior Participating Preferred Stock so as to affect them
adversely, except in accordance with the provisions of Section 55-10-04
of the North Carolina Business Corporation Act, or as otherwise
permitted by law.
(j) FRACTIONAL SHARES. Series A Junior Participating Preferred
Stock may be issued in fractions of a share (which shall be integral
multiples of one one-thousandth of a share of Series A Junior
Participating Preferred Stock), which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting
rights, receive dividends, participate in distributions and to have the
benefit of all other rights of holders of Series A Junior Participating
Preferred Stock.
This 10th day of August, 2001.
RF MICRO DEVICES, INC.
By: /s/ David A. Norbury
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Name: David A. Norbury
Title: President and Chief Executive Officer