RESTATED CERTIFICATE OF
INCORPORATION OF
TELEVIDEO SYSTEMS, INC.
TeleVideo Systems, Inc. a corporation organized and existing under
the laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is TeleVideo Systems, Inc., and
the date of filing of its original certificate of incorporation with the
Secretary of State was January 13, 1987.
2. The text of the Certificate of Incorporation is hereby
amended and restated to read in full as follows:
ARTICLE 1
The name of the Corporation is TeleVideo Systems, Inc.
ARTICLE 2
The address of the registered office of the Corporation in the State
of Delaware is 1219 Orange Street, in the city of Wilmington, County of New
Castle. The name of its registered agent at that address is The Corporation
Trust Company.
ARTICLE 3
The purpose of the Corporation is to engage in any lawful act or
activity for which the corporations may be organized under the General
Corporation Law of Delaware.
ARTICLE 4
The total number of shares of stock of all classes which the
Corporation has authority to issue is 78,000,000 shares, consisting of
75,000,000 shares of common stock with a par value of $0.01 per share, and
3,00,000 shares of Preferred Stock with a par value of $0.01 per share.
The Board of Directors is authorized to provide for the issuance of
the shares of the Preferred Stock in one or more series, to establish from
time to time the number of shares to be included in each such series, to fix
the designation, powers, preferences and rights of the shares of each such
series and any qualifications, limitations or restrictions thereof, and to
increase or decrease the number of shares of any such series (but not below
the number of shares of such series then outstanding).
ARTICLE 5
Stockholders of the Corporation holding a majority of the
Corporation's outstanding voting stock shall have the power to adopt, amend
or repeal Bylaws. The Board of Directors of the Corporation shall also have
the power to adopt, amend or repeal Bylaws of the Corporation, except as such
power may be expressly limited by Bylaws adopted by the shareholders.
ARTICLE 6
Election of Directors need not be by written ballot unless the
Bylaws of the Corporation shall so provide.
ARTICLE 7
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.
Any repeal or modification of the foregoing provisions of this
Article 7 shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Corporation
existing at the time of such repeal or modification.
3. This Restated Certificate of Incorporation has been duly
adopted in accordance with the provisions of Sections 242 and 245 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, TeleVideo Systems, Inc., has caused this
certificate to be signed and attested by its duly authorized officers this
21 day of January, 1987.
TELEVIDEO SYSTEMS, INC.
By: /s/ K. Philip Hwang
---------------------------
K. Philip Hwang
Chairman of the Board
Attest:
By: /s/ Allan D. Smirni
-------------------------------
Allan D. Smirni
Secretary
-2-
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
TeleVideo, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware:
DOES HEREBY CERTIFY:
FIRST: That by unanimous written consent of the Board of Directors,
resolutions were duly adopted setting forth a proposed amendment of the
Restated Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and declaring that the matter should be brought
before the stockholders for consideration at its next annual meeting of the
stockholders or otherwise brought before the stockholders for consideration.
The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Restated Certificate of Incorporation of
this corporation be amended by changing the first paragraph of the
Article thereof numbered "4" so that, as amended, said first paragraph
of such Article shall be and read as follows:
"The total number of shares of stock of all classes which the
Corporation has authority to issue is 78,000,000 shares, consisting of
75,000,000 shares of Common Stock with a par value of $0.01 per share,
and 3,000,000 shares of Preferred Stock with a par value of $0.01 per
share. Upon the amendment of this article to read as herein set forth,
each four shares of Common Stock outstanding shall be combined and
converted into one share of Common Stock. In lieu of fractional shares,
the Company shall pay in cash the fair market value of any fractional
shares based on the last sale price on the last trading day preceding
the date of this amendment."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the corporation's Annual Meeting of Stockholders was duly called
and held upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary
number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to
be signed by K. Philip Hwang, its authorized officer, this 21st day of April,
1998, and such amendment is effective on the date of filing in the Office of
the Delaware Secretary of State.
/s/ K Philip Hwang
-------------------------------------
K. Philip Hwang
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Attest:
/s/ Kathy K. Cleveland
- -------------------------------------
Kathy K. Cleveland
SECRETARY
2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
TeleVideo Systems, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware:
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors on March 24,
1997, resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to
be advisable and declaring that the matter should be brought before the
stockholders for consideration at its next annual meeting of the
stockholders. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing the Article thereof numbered
"1" so that, as amended, said Article shall be and read as follows:
"The name of the Corporation is TeleVideo, Inc."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, that the corporation's Annual Meeting of Stockholders was duly
called and held upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary
number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to
be signed by K. Philip Hwang, its authorized officer, this 4th day of April,
1997.
/s/ K. Philip Hwang
--------------------------------------
K. Philip Hwang
Chairman & CEO
Attest:
/s/ Kathy Cleveland
- ------------------------------------
Kathy Cleveland
Assistant Secretary