EXHIBIT 3(i)
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STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TURE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "MATERIAL TECHNOLOGIES, INC.", FILED IN THIS OFFICE ON THE
FOURTH DAY OF MARCH, A.D. 1997, AT 9 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
/s/ EDWARD J. FREEL
[SEAL] -----------------------------------
EDWARD J. FREEL, SECRETARY OF STATE
AUTHENTICATION: 8357767
DATE: 03-04-97
CERTIFICATE OF INCORPORATION
OF
MATERIAL TECHNOLOGIES, INC.
FIRST: The name of the corporation is Material Technologies, Inc.
SECOND: Its registered office in the State of Delaware is to be located at 1013
Centre Road, Wilmington, DE 19805, New Castle County. The registered agent in
charge thereof is Corporation Service Company whose address is the same as
above.
THIRD: 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 of Delaware.
FOURTH: The corporation is authorized to issue eleven million (11,000,000)
shares of stock all of which stock shall have a par value of $.001 per share in
classes as follows:
a. Ten million (10,000,000) shares of stock designated as "Common Stock",
$.001 par value and one hundred thousand (100,000) shares of stock
designated as "Class B Common Stock", $.001 par value. The holders of
Common Stock shall be entitled to receive such dividends out of the funds
or assets of the Corporation legally available therefor as, from time to
time, the Board of Directors may declare. The holders of Class B Common
Stock shall not be entitled to receive dividends. The holders of Common
Stock and the holders of Class B Common Stock shall vote as a single class
on all matters submitted to a vote of stockholders, with each share of
Common Stock entitled to one (1) vote and each share of Class B Common
Stock entitled to two hundred (200) votes. In all other respects, the
Common Stock and Class B Common Stock shall be identical.
b. Nine hundred thousand (900,000) shares of stock designated as
"Preferred Stock", $.001 par value. The Board of Directors is granted the
authority by resolution to authorize the corporation to issue one or more
series of the Preferred Stock and to determine the voting powers, full or
limited, or no voting powers, and such designations, preferences and
relative, participating, optional or other special rights of each and every
series of Preferred Stock and the qualifications, limitations or
restrictions on such preferences and/or rights.
FIFTH: The name and mailing address of the incorporator is as follows:
DEBRA M. CARLL,
CORPORATION SERVICE COMPANY
1013 CENTRE ROAD
WILMINGTON, DE 19805
SIXTH: The names and mailing addresses of the persons who are to serve as
directors until the first annual meeting of stockholders or until their
successors are elected and qualify are:
Robert M. Bernstein Joel Freedman John Goodman
East Tower, Suite 705 1 Bala Plaza East Tower, Suite 705
11835 Olympic Blvd. Bala Cynwyd, PA 19004 11835 Olympic Blvd.
Los Angeles, CA 90064 Los Angeles, CA 90064
SEVENTH: The Board of Directors shall have the power to adopt, amend or repeal
the corporation's bylaws. This provision does not divest the stockholders nor
limit their power to adopt, amend, or repeal the corporation's bylaws.
EIGHTH: The directors of the corporation shall not be liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty to the
full extent permitted by Delaware law or
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CERTIFICATE OF INCORPORATION
MATERIAL TECHNOLOGIES, INC.
by the law of any other jurisdiction that legally applies to a claim for such
breach at the time of any director's alleged breach of fiduciary duty.
NINTH: The directors are authorized to provide through bylaw provisions or
through agreement with the corporation's agents, or both, to indemnify
directors, officers, and other agents of the corporation to the fullest extent
permitted by Delaware law and/or in excess of the indemnification otherwise
permitted by Section 317 of the California Corporations Code, subject to the
limits on such excess indemnification set forth in Section 204 of the California
Corporations Code.
TENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.
DATED: March 4, 1997 /s/ Debra M. Carll
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DEBRA M. CARLL
INCORPORATOR