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Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
of
ANTEON INTERNATIONAL CORPORATION
Anteon International Corporation, a corporation duly incorporated under
the laws of the State of Delaware, hereby certifies as follows:
FIRST: The present name of the corporation is Anteon International
Corporation (the "Corporation"). The original Certificate of Incorporation of
the Corporation was filed with the Secretary of State of the State of Delaware
on the 15th day of March, 1996, under the name CIC Technologies, Inc.
SECOND: The Certificate of Incorporation was amended on the 2nd day of
April, 1996, to change the name of the Corporation to Azimuth Technologies, Inc.
THIRD: The Certificate of Incorporation was restated and further
amended on June 23, 1999.
FOURTH: The Certificate of Incorporation was amended on the 20th day of
December, 2001, to change the name of the Corporation to Anteon International
Corporation.
FIFTH: The Certificate of Incorporation was amended on the [ ] day of
February, 2002, to increase the authorized number and effect a split of the
stock of the Corporation.
SIXTH: This Amended and Restated Certificate of Incorporation has been
duly adopted in accordance with Sections 242 and 245 of the Delaware General
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Corporation Law (the "General Corporation Law") and by the written consent of
stockholders in accordance with Section 228 of the General Corporation Law.
SEVENTH: This Amended and Restated Certificate of Incorporation
restates and further amends the Certificate of Incorporation of the Corporation
to read as follows:
1. NAME. The name of the corporation is "Anteon International
Corporation."
2. ADDRESS; REGISTERED OFFICE AND AGENT. The address of the
Corporation's registered office is 1013 Centre Road, City of Wilmington, State
of Delaware, and the name of its registered agent at such address is The
Corporation Service Company.
3. PURPOSES. The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law.
4. NUMBER OF SHARES. The total number of shares of stock that the
Corporation shall have authority to issue is: [ ] ([ ])
divided as follows: [ ] ([ ]) shares of
Preferred Stock, of the par value of $0.01 per share (the "Preferred Stock"),
and [ ] ([ ]) shares of Common Stock, of the
par value of $0.01 per share (the "Common Stock").
4.1 The designation, relative rights, preferences and
limitations of the shares of each class are as follows: 4.1.1 The shares of
Preferred Stock may be issued from time to time in one or more series of any
number of shares, provided that the aggregate
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number of shares issued and not retired of any and all such series shall not
exceed the total number of shares of Preferred Stock hereinabove authorized, and
with such powers, including voting powers, if any, and the designations,
preferences and relative, participating, optional or other special rights, if
any, and any qualifications, limitations or restrictions thereof, all as shall
hereafter be stated and expressed in the resolution or resolutions providing for
the designation and issue of such shares of Preferred Stock from time to time
adopted by the Board of Directors of the Corporation (the "Board") pursuant to
authority so to do which is hereby expressly vested in the Board. The powers,
including voting powers, if any, preferences and relative, participating,
optional and other special rights of each series of Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any, may differ from
those of any and all other series at any time outstanding. Each series of shares
of Preferred Stock: (a) may have such voting rights or powers, full or limited,
if any; (b) may be subject to redemption at such time or times and at such
prices, if any; (c) may be entitled to receive dividends (which may be
cumulative or non-cumulative) at such rate or rates, on such conditions and at
such times, and payable in preference to, or in such relation to, the dividends
payable on any other class or classes or series of stock, if any; (d) may have
such rights upon the voluntary or involuntary liquidation, winding up or
dissolution of, upon any distribution of the assets of, or in the event of any
merger, sale or consolidation of, the Corporation, if any; (e) may be made
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 stock of the
Corporation (or any other securities of the Corporation or any other person) at
such price or prices or at such rates of exchange and with such adjustments, if
any; (f) may be entitled to the
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benefit of a sinking fund to be applied to the purchase or redemption of shares
of such series in such amount or amounts, if any; (g) may be entitled to the
benefit of conditions and restrictions upon the creation of indebtedness of the
Corporation or any subsidiary, upon the issue of any additional shares
(including additional shares of such series or of any other series) and upon the
payment of dividends or the making of other distributions on, and the purchase,
redemption or other acquisition by the Corporation or any subsidiary of, any
outstanding shares of the Corporation, if any; (h) may be subject to
restrictions on transfer or registration of transfer, or on the amount of shares
that may be owned by any person or group of persons; and (i) may have such other
relative, participating, optional or other special rights, qualifications,
limitations or restrictions thereof, if any; all as shall be stated in said
resolution or resolutions of the Board providing for the designation and issue
of such shares of Preferred Stock.
4.1.2 Except as otherwise provided by law or by this
Certificate of Incorporation and subject to the express terms of any series of
shares of Preferred Stock, the holders of outstanding shares of Common Stock
shall exclusively possess voting power for the election of Directors and for all
other purposes, each holder of record of shares of Common Stock being entitled
to one vote for each share of Common Stock standing in his or her name on the
books of the Corporation. Except as otherwise provided by law or by this
Certificate of Incorporation and subject to the express terms of any series of
shares of Preferred Stock, the holders of shares of Common Stock shall be
entitled, to the exclusion of the holders of shares of Preferred Stock of any
and all series, to receive such dividends as from time to time may be declared
by the Board. In the event of any liquidation, dissolution or winding up of the
Corporation,
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whether voluntary or involuntary, subject to the rights, if any, of the holders
of any outstanding series of Preferred Stock, the holders of shares of Common
Stock shall be entitled to share ratably according to the number of shares of
Common Stock held by them in all remaining assets of the Corporation available
for distribution to its stockholders.
4.1.3 Subject to the rights of the holders of any one or more
series of Preferred Stock then outstanding, the number of authorized shares of
any class or classes of stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the stock of the Corporation entitled to vote,
irrespective of the provisions of Section 242(b)(2) of the General Corporation
Law or any corresponding provision hereinafter enacted.
5. BOARD OF DIRECTORS. The business and affairs of the Corporation
shall be managed by, or under the direction of, the Board. Unless and except to
the extent that the By-laws of the Corporation (the "By-laws") shall so require,
the election of the Directors of the Corporation need not be by written ballot.
5.1 The Board (other than those Directors elected by the
holders of any series of Preferred Stock provided for or fixed pursuant to the
provisions of this Certificate of Incorporation (the "Preferred Stock
Directors")) shall be divided into three classes, as nearly equal in number as
possible, designated Class I, Class II and Class III. Class I Directors shall
initially serve until the first annual meeting of stockholders held following
_____________; Class II Directors shall initially serve until the second annual
meeting of stockholders held following _____________; and Class III
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Directors shall initially serve until the third annual meeting of stockholders
held following _____________. Commencing with the first annual meeting of
stockholders held following _____________, Directors of each class the term of
which shall then expire shall be elected to hold office for a term expiring at
the third succeeding annual meeting of stockholders and until the election and
qualification of their respective successors in office. In case of any increase
or decrease, from time to time, in the number of Directors (other than Preferred
Stock Directors), the number of Directors in each class shall be apportioned as
nearly equal as possible.
5.2 Subject to the rights of the holders of any one or more
series of Preferred Stock then outstanding, newly created directorships
resulting from any increase in the authorized number of Directors or any
vacancies on the Board resulting from death, resignation, retirement,
disqualification, removal from office or other cause shall be filled solely by
the affirmative vote of a majority of the remaining Directors then in office,
even though less than a quorum of the Board. Any Director so chosen shall hold
office until the next election of the class for which such Director shall have
been chosen and until his or her successor shall be elected and qualified. No
decrease in the number of Directors shall shorten the term of any incumbent
Director.
5.3 The nomination for the election of Directors on
behalf of the Board shall be subject to the following provisions:
5.3.1 At any time that the Caxton-Iseman Stockholders (as
defined below) Beneficially Own (as defined below) at least a majority of the
outstanding Common Stock (as of the record date for determining stockholders who
are entitled to vote for the election of Directors (the "Record Date")), the
Caxton-Iseman
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Stockholders shall exclusively have and exercise all power and authority of the
Board in respect of nominating, by delivery of written notice to the Corporation
executed on behalf of the Caxton-Iseman Stockholders by the Caxton-Iseman
Stockholders then Beneficially Owning Common Stock constituting at least a
majority of the Common Stock then Beneficially Owned in the aggregate by all
Caxton-Iseman Stockholders setting forth the nominees selected by the
Caxton-Iseman Stockholders (a "Nomination Notice"), a number of nominees for
election as Directors, at any meeting of stockholders of the Corporation at
which one or more Directors are to be elected, which, if elected, when added to
the number of continuing Directors who are not then subject to election and who
are Caxton-Iseman Directors (as defined below), would equal the smallest number
that constitutes a majority of the total number of Directors of the Corporation
immediately following such election.
5.3.2 At any time that the Caxton-Iseman Stockholders
Beneficially Own more than 10% of the outstanding Common Stock and less than a
majority of the Common Stock (as of the relevant Record Date), the Caxton-Iseman
Stockholders shall exclusively have and exercise all power and authority of the
Board in respect of nominating, by delivery of a Nomination Notice, a number of
nominees for election as Directors, at any meeting of stockholders of the
Corporation at which one or more Directors are to be elected, which, if elected,
when added to the number of continuing Directors who are not then subject to
election and who are Caxton-Iseman Directors, would equal the number obtained by
dividing (i) the product of (a) the number of outstanding shares of Common Stock
Beneficially Owned by the Caxton-Iseman Stockholders (as of the relevant Record
Date) and (b) the number of Directors expected
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to constitute the Board immediately following such election, by (ii) the number
of shares of outstanding Common Stock (as of the relevant Record Date);
PROVIDED, HOWEVER, that if such number is not a whole number, such number shall
be deemed to equal the next highest whole number.
5.3.3 At any time that the Caxton-Iseman Stockholders
Beneficially Own more than 10% of the outstanding Common Stock (as of the
relevant Record Date), the Caxton-Iseman Stockholders shall exclusively have and
exercise all power and authority of the Board in respect of filling, by delivery
of a written notice to the corporation, (i) any vacancy occurring in a
directorship which was held by a Caxton-Iseman Director or (ii) any newly
created directorships that result from increasing the size of the Board (but
only to the extent that the number of any such newly created directorships, when
added to the number of continuing Directors who are Caxton-Iseman Directors, is
equal to or less than the number of Directors that the Caxton-Iseman
Stockholders would be entitled to nominate pursuant to the provisions of
Sections 5.3.1 or 5.3.2 above had such newly created directorships existed at
any meeting of stockholders of the Corporation at which one or more Directors
were to be elected).
5.3.4 In the event that the Board solicits proxies from
the stockholders of the Corporation for the election of any Directors at any
meeting of stockholders and fails to solicit proxies for the election at such
meeting of the persons nominated by the Caxton-Iseman Stockholders pursuant to
the provisions of Sections 5.3.1 and 5.3.2 (the "Caxton-Iseman Nominees"), then
the Caxton-Iseman Stockholders may, at the expense of the Company, solicit
proxies for the election as Directors at such meeting of the Caxton-Iseman
Nominees.
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5.3.5 At any time that the Caxton-Iseman Stockholders
Beneficially Own less than a majority and more than one-third of the outstanding
Common Stock, Section 5.3 of this Certificate of Incorporation may not be
amended, altered or repealed (including by merger, consolidation or otherwise),
without the affirmative vote of the holders of at least two-thirds of the then
outstanding Common Stock. At any time that the Caxton-Iseman Stockholders
Beneficially Own less than one-third of the outstanding Common Stock, this
Section 5.3 of this Certificate of Incorporation may not be amended, altered or
repealed (including by means of a merger, consolidation or otherwise), without
the affirmative vote of the holders of at least three-fourths of the then
outstanding Common Stock.
5.3.6 For purposes of this Certificate of Incorporation,
(i) "Caxton-Iseman Stockholders" shall mean Frederick J. Iseman, Azimuth
Technologies, L.P., Azimuth Tech. II LLC or any of their respective Affiliates
(as defined in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Rules")) and Associates (as
defined in the Rules), (ii) "Caxton-Iseman Directors" shall mean any Director
who was nominated by the Caxton-Iseman Stockholders pursuant to this Section 5.3
and elected by the stockholders of the Corporation, and, at any time prior to
the end of their respective initial terms following the date hereof, Frederick
J. Iseman, Steven M. Lefkowitz, Robert A. Ferris and [ ] and (iii) "Beneficially
Own," "Beneficially Owned" or "Beneficial Ownership" shall have the meaning set
forth in Rule 13d-3 of the Rules.
6. LIMITATION OF LIABILITY. No Director of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for breach
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of fiduciary duty as a Director, provided that this provision shall not
eliminate or limit the liability of a Director (a) for any breach of the
Director's duty of loyalty to the Corporation or its stockholders, (b) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under section 174 of the General Corporation Law
or (d) for any transaction from which the Director derived any improper personal
benefits. If the General Corporation Law is hereafter amended 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 General Corporation
Law, as so amended.
Any repeal or modification of the foregoing provision shall not
adversely affect any right or protection of a Director of the Corporation in
respect of any act or omission occurring prior to the time of such repeal or
modification.
All references in this Section 6 to a Director or Directors of the
Corporation shall also be deemed to refer to the Caxton-Iseman Stockholders to
the extent that they exercise the power and authority of the Board pursuant to
the provisions of Section 5.3 above.
7. INDEMNIFICATION.
7.1 To the extent not prohibited by applicable law, the
Corporation shall indemnify any person (a "Covered Person") who is or was made,
or threatened to be made, a party to any threatened, pending or completed
action, suit or proceeding (a "Proceeding"), whether civil, criminal,
administrative or investigative, including, without limitation, an action by or
in the right of the Corporation to procure a judgment in its favor, by reason of
the fact that such person, or a person of whom such
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person is the legal representative, is or was a Director or officer of the
Corporation, or, while a Director or officer of the Corporation, is or was
serving at the request of the Corporation as a director or officer of any other
corporation or in a capacity with comparable authority or responsibilities for
any partnership, joint venture, trust, employee benefit plan or other enterprise
(an "Other Entity"), against expenses (including attorneys' fees) in the event
of an action by or in the right of the Corporation and against judgments, fines,
and amounts paid in settlement and expenses (including attorneys' fees), in the
event of any other proceeding, if the person acted in good faith and in a manner
the person reasonably believed to be in or not opposed to the best interest of
the Corporation, and, with respect to any criminal proceeding, had no reason to
believe the person's conduct was unlawful. Persons who are not Directors or
officers of the Corporation may be similarly indemnified in respect of service
to the Corporation or to an Other Entity at the request of the Corporation to
the extent the Board at any time specifies that such persons are entitled to the
benefits of this Section 7. Notwithstanding the foregoing, except as otherwise
provided in Section 7.9, the Corporation shall be required to indemnify a
Covered Person in connection with a Proceeding (or part thereof) commenced by
such Covered Person only if the commencement of such Proceeding (or part
thereof) by the Covered Person was authorized by the Board.
7.2 The Corporation shall, from time to time, reimburse or
advance to any Covered Person the funds necessary for payment of expenses,
including attorneys' fees and disbursements, incurred in defense of any
Proceeding, in advance of the final disposition of such Proceeding; PROVIDED,
HOWEVER, that, if required by the General Corporation Law, such payment of
expenses in advance of the final disposition
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of a Proceeding shall be made only upon receipt by the Corporation of an
undertaking, by the Covered Person, to repay any such amount so advanced if it
shall ultimately be determined that such Covered Person is not entitled to be
indemnified for such expenses.
7.3 The rights to indemnification or advancement of
expenses provided by, or granted pursuant to, this Section 7 shall not be
deemed exclusive of any other rights to which a person seeking
indemnification or reimbursement or advancement of expenses may have or
hereafter be entitled under applicable law, this Certificate of
Incorporation, the By-laws, any agreement, any vote of stockholders or
disinterested Directors or otherwise.
7.4 The rights to indemnification or advancement of
expenses provided by, or granted pursuant to, this Section 7 shall continue
as to a person who has ceased to be a Director or officer and shall inure to
the benefit of the executors, administrators, legatees and distributees of
such person.
7.5 The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a Director, officer,
employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of an Other Entity,
against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such person's status as such,
whether or not the Corporation would have the power to indemnify such person
against such liability under the provisions of this Section 7, the By-laws or
under Section 145 of the General Corporation Law or any other provision of
law.
7.6 Any repeal or modification of the provisions of
this Section 7 shall not adversely affect any right or protection hereunder
of any Covered
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Person in respect of any act or omission occurring prior to the time of such
repeal or modification.
7.7 The rights to indemnification or advancement of
expenses provided by, or granted pursuant to, this Section 7 shall be
enforceable by any Covered Person in the Court of Chancery of the State of
Delaware. The burden of proving that such indemnification or advancement of
expenses is not appropriate shall be on the Corporation. Neither the failure
of the Corporation (including its Board, its independent legal counsel and
its stockholders) to have made a determination prior to the commencement of
such action that such indemnification or reimbursement or advancement of
expenses is proper in the circumstances nor an actual determination by the
Corporation (including its Board, its independent legal counsel and its
stockholders) that such person is not entitled to such indemnification or
reimbursement or advancement of expenses shall constitute a defense to the
action or create a presumption that such person is not so entitled. Such a
person shall also be indemnified for any expenses incurred in connection with
successfully establishing his or her right to such indemnification or
advancement of expenses, in whole or in part, in any such proceeding.
7.8 The Corporation's obligation, if any, to indemnify
or to advance expenses to any Covered Person who was or is serving at the
Corporation's request as a director, officer, employee or agent of any Other
Entity shall be reduced by any amount such Covered Person may collect as
indemnification or advancement of expenses from such Other Entity.
7.9 If a claim for indemnification or advancement or
reimbursement of expenses under this Article 7 is not paid in full within 30
days after a
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written claim therefor by the Covered Person has been received by the
Corporation, the Covered Person may file suit to recover the unpaid amount of
such claim and, if successful in whole or in part, shall be entitled to be paid
the expense of prosecuting such claim. In any such action the Corporation shall
have the burden of proving that the Covered Person is not entitled to the
requested indemnification or advancement or reimbursement of expenses under
applicable law.
7.10 This Section 7 shall not limit the right of the
Corporation, to the extent and in the manner permitted by applicable law, to
indemnify and advance or reimburse expenses to persons other than Covered
Persons when and as authorized by appropriate corporate action.
8. SECTION 203. The Corporation hereby expressly elects not to be
governed by the provisions of Section 203 of the General Corporation Law (or any
successor provision thereof), and the restrictions and limitations set forth
therein.
9. ACTION BY WRITTEN CONSENT. Except as otherwise provided for or fixed
pursuant to the provisions of this Certificate of Incorporation relating to the
rights of holders of any series of Preferred Stock to vote as a class on certain
matters, no action that is required or permitted to be taken by the stockholders
of the Corporation at any annual or special meeting of stockholders may be
effected by written consent of stockholders in lieu of a meeting of
stockholders.
10. QUALIFICATION OF DIRECTORS. There shall be no limitation on the
qualification of any person to be a Director or on the ability of any Director
to vote on any matter brought before the Board or any Board committee, except
(i) as required by applicable law, (ii) as set forth in this Certificate of
Incorporation or (iii) as set forth in
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any By-laws adopted by the Board with respect to the eligibility of a person for
election as a Director upon reaching a specified age or, in the case of employee
Directors, with respect to the qualification for continuing service of Directors
upon ceasing employment from the Corporation.
11. ADOPTION, AMENDMENT AND/OR REPEAL OF BY-LAWS. The Board may from
time to time adopt, amend or repeal the By-laws; PROVIDED, HOWEVER, that any
By-laws adopted or amended by the Board may be amended or repealed, and any
By-laws may be adopted, by the stockholders of the Corporation by, (i) at any
time that the Caxton-Iseman Stockholders Beneficially Own a majority of the
outstanding Common Stock, the affirmative vote of the holders of a majority in
voting power of the outstanding stock of the Corporation and (ii) at any time
that the Caxton-Iseman Stockholders Beneficially Own less than a majority of the
outstanding Common Stock, the affirmative vote of the holders of at least
three-fourths in voting power of the outstanding stock of the Corporation.
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IN WITNESS WHEREOF, the undersigned has executed this Amended and
Restated Certification of Incorporation this ___ day of ________________, 2002.
ANTEON INTERNATIONAL CORPORATION
By:
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Name: Joseph M. Kampf
Title: President and Chief Executive Officer