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EXHIBIT 3.1
CERTIFICATE AMENDING AND RESTATING
THE CERTIFICATE OF INCORPORATION
OF
BIO-PLEXUS, INC.
It is hereby certified that:
FIRST: The name of the Corporation is BIO-PLEXUS, INC.
SECOND: The Certificate of Incorporation of BIO-PLEXUS, INC. is restated
and superseded pursuant to Section 33-362(d) of the Connecticut General Statutes
by the following resolution:
RESOLVED, That the Certificate of Incorporation of the Corporation be, and
hereby is, amended and restated to read as follows:
ARTICLE I
NAME
The name of the Corporation is BIO-PLEXUS, INC.
ARTICLE II
PURPOSES
The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be formed under the Stock Corporation Act of the
State of Connecticut, as the same may be amended from time to time.
ARTICLE III
CAPITALIZATION
The aggregate number of shares which the Corporation shall have authority
to issue is One Million Twenty Thousand (1,020,000), which are divided into
three classes: (i) One Hundred Fifty Thousand (150,000) shares of Preferred
Stock, without par value, (the "Preferred Stock"); (ii) Eight Hundred Fifty
Thousand (850,000) shares of Common Stock, without par value (the "Common
Stock"); and (iii) Twenty Thousand (20,000) shares of Class A Common Stock,
without par value (the "Class A Common Stock").
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ARTICLE IV
RELATIVE RIGHTS AND PREFERENCES
The relative rights, preferences and limitations of the shares of Common
Stock, Class A Common Stock, and Preferred Stock (to the extent fixed by this
Certificate of Incorporation) are as follows:
A. Common Stock.
Each issued and outstanding share of Common Stock shall entitle the
holder thereof to one vote on any matter submitted to the
shareholders of the Corporation for action.
B. Class A Common Stock
1. Liquidation -- Holders of shares of Class A Common Stock shall
not be entitled to participate in any distribution of the net
assets of the Corporation upon a liquidation, dissolution or
winding up of the affairs of the Corporation, whether such
liquidation, dissolution or winding up is voluntary or
involuntary.
2. Voting Rights -- Each issued and outstanding share of Class A
Common Stock shall entitle the holder thereof to one hundred
(100) votes on any matter submitted to the shareholders of the
Corporation for action. If at any time the Corporation shall
pay a stock dividend or distribution on its Common Stock or
Preferred Stock, or split, subdivide, or combine the
outstanding shares of its Common Stock or Preferred Stock, the
number of votes which a share of Class A Common Stock shall
entitle the holder thereof to exercise shall be
proportionately adjusted as of the date after the record date
for such dividend, distribution, split, subdivision or
combination so as to maintain the relative voting power of the
Class A Common Stock which existed prior to the occurrence of
such event.
3. Dividends -- Holders of shares of Class A Common Stock shall
not be entitled to receive dividends on such shares.
4. Redemption -- On January 1, 2003 and at any time thereafter,
the Corporation may call for redemption, and redeem, all of
the issued and outstanding shares of Class A Common Stock at a
redemption price of One Dollar ($1.00) per share.
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Notice of redemption shall be sent by first class mail,
postage pre-paid, to each holder of record of the shares of
Class A Common Stock not less than ten (10) nor more than
twenty (20) days prior to the date of redemption. In the event
that such notice is given, the Corporation shall be obligated
to redeem such shares on the date specified in the notice and
for the redemption price specified herein. All shares of Class
A Common Stock must be redeemed at one time. Upon redemption
and payment as provided herein, the holders of shares of Class
A Common Stock shall have no further right or interest in such
shares.
If on or before the redemption date, the funds necessary for
such redemption have been set aside by the Corporation and
deposited with a bank or trust company, in trust for the pro
rata benefit of the holders of the shares of Class A Common
Stock, then, notwithstanding that any certificates for shares
that have been called for redemption have not been
surrendered, the shares represented thereby shall no longer be
deemed outstanding from and after the redemption date, and all
rights of holders in such shares shall forthwith, after the
redemption date, cease and terminate except for the right to
receive the redemption funds to which they are entitled, but
without interest. Any interest accrued on funds deposited and
unclaimed, shall be paid to the Corporation from time to time.
In case the holders of shares of Class A Common Stock which
have been called for redemption have not, within six years
after the redemption date, claimed the amounts so deposited
for such redemption, any such bank or trust company shall,
upon demand, pay over to the Corporation such unclaimed
amounts and thereupon such bank or trust company shall be
relieved of all responsibility in respect thereof to such
holder and such holder shall look only to the Corporation for
payment thereof.
C. Preferred Stock.
1. Liquidation -- In the event of any liquidation, dissolution,
or winding up of the affairs of the Corporation, whether
voluntary or involuntary, each issued and outstanding share of
Preferred Stock shall entitle the holder of record thereof to
payment at the rate of $20.00 per share (subject to adjustment
as provided herein), or at a rate otherwise established by the
Board of
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Directors of the Corporation, before any payment or
distribution of the net assets of the Corporation shall
be made to or set apart for the holders of record of the
issued and outstanding shares of Common Stock in respect
of said shares of Common Stock. The preferential amount
set forth herein shall be appropriately adjusted for
stock splits and stock dividends, stock combinations,
recapitalizations, and other changes to the capital
structure of the Corporation. After setting apart or
paying in full the preferential amounts aforesaid to the
respective holders of record of the issued and
outstanding shares of Preferred Stock, the remaining
net assets, if any, shall be distributed exclusively to
the holders of record of the issued and outstanding
shares of Common Stock, each issued and outstanding
share of Common stock entitling the holder of record
thereof to receive an equal proportion of said remaining
net assets. If the net assets of the Corporation shall
be insufficient to pay in full the preferential amounts
to which the holders of record of all the outstanding
shares of Preferred Stock are respectively entitled as
aforesaid, the entire net assets of the Corporation
shall be distributed ratably to the holders of all the
outstanding shares of Preferred Stock in proportion to
the full amounts to which they are respectively
entitled, and the holders of shares of Common Stock
shall in no event be entitled to participate in the
distribution of said net assets in respect of their
shares of Common Stock. Without excluding any other
proceeding which does not in fact effect a liquidation,
dissolution, or winding up of the Corporation, a merger
or consolidation of the Corporation into or with any
other corporation, a merger of any other corporation
into the Corporation, or a sale, lease, mortgage,
pledge, exchange, transfer or other disposition by the
Corporation of all or substantially all of its assets
shall not be deemed, for the purposes of this paragraph,
to be a liquidation, dissolution, or winding up of the
Corporation.
2. Voting Rights - Each issued and outstanding share of
Preferred Stock shall entitle the holder thereof to one
vote on any matter submitted to the shareholders of the
Corporation for action.
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3. Conversion.
(a) Optional Conversion. Subject to the terms and conditions herein
contained, any or all of the shares of Preferred Stock shall be convertible at
any time and from time to time, at the option of each holder of record thereof,
into fully paid and nonassessable shares of Common Stock upon surrender to the
Corporation or its designee of the certificate or certificates representing the
shares of Preferred Stock to be converted, together with at least ten (10) days
prior written notice of the election to convert; and, upon receipt by the
Corporation or its designee of such surrendered certificate or certificates,
such holder shall be entitled to receive a certificate or certificates
representing the share(s) of Common Stock into which such share(s) of
Preferred Stock are convertible, and such holder shall be deemed to be a
holder of record of said shares of Common Stock as of the expiration of ten
(10) days from the time of said receipt by the Corporation or its designee.
(b) Mandatory Conversion. All of the shares of Preferred Stock shall
be automatically converted, immediately and without further action of the
holder, into fully paid and non-assessable shares of Common Stock, upon the
Board of Directors of the Corporation voting to authorize any of the following
actions:
(i) a merger or consolidation of the Corporation into, or
with, another corporation;
(ii) the sale of all or substantially all of the assets of
the Corporation;
(iii) the sale of shares of Common Stock or Preferred Stock
pursuant to a registered public offering; and
(iv) the amendment of this Certificate of Incorporation to
effect a financing for the Corporation.
Promptly upon written notice by the Corporation to the holder of record
of shares of Preferred Stock notifying such holder of the automatic
conversion of such shares, the holder thereof shall surrender to the
Corporation or its designee, the
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certificate or certificates representing such shares and upon receipt by
the Corporation or its designee of such surrendered certificate or
certificates, such holder shall be entitled to receive a certificate or
certificates representing share(s) of Common Stock into which such
shares of Preferred Stock have been converted.
(c) Adjustment. The number of shares of Common Stock into which a
share of Preferred Stock may be converted shall be adjusted upon the
Corporation (1) declaring a dividend payable in shares of Common Stock; (2)
sub-dividing the outstanding shares of Common Stock; (3) combining the
outstanding shares of Common Stock; or (4) issuing any securities by
recapitalization or reclassification of the shares of Common Stock. The
conversion rate in effect immediately before the happening of that one of the
foregoing events which shall have happened shall be proportionately increased
or decreased, as the case may require. Such adjustment shall be effective
immediately after the opening of business on the day next following the record
date for determination of holders of Common Stock entitled to receive such
dividend or the day upon which each subdivision, combination or
reclassification shall become effective.
(d) Conversion Rate, Cancellation, Reservation of Shares. The basis
for conversion of shares of Preferred Stock to Shares of Common Stock shall be
one (1) share of Common Stock for each share of Preferred Stock which is
converted, subject to adjustment as provided above. Any shares of Preferred
Stock which have been converted shall be cancelled. Except as such requirement
may otherwise be dispensed with by law, the Board of Directors of the
Corporation shall at all times reserve a sufficient number of authorized but
unissued, shares of Common Stock, which shall be issued only in satisfaction
of the conversion rights and privileges aforesaid.
ARTICLE V
PREEMPTIVE RIGHTS
The shareholders shall have no preemptive rights, as such rights are
described in Section 33-343 of the Connecticut Stock Corporation Act, in any
shares, warrant, right, convertible security, or other security however
described, issued by the Corporation.
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ARTICLE VI
PERSONAL LIABILITY
The personal liability of a director to the Corporation or its
shareholders for monetary damages for breach of duty as a director shall be
limited to an amount that is equal to the compensation received by the
director for serving the Corporation during the year of the violation if such
breach did not: (a) involve a knowing and culpable violation of law by the
director; (b) enable the director or an associate, as defined in subdivision
(3) Section 33-374d of the Connecticut General Statutes, to receive an improper
personal economic gain; (c) show a lack of good faith and a conscious disregard
for the duty of the director to the Corporation under circumstances in which
the director was aware that his conduct or omission created an unjustifiable
risk of serious injury to the Corporation; (d) constitute a sustained and
unexcused pattern of inattention that amounted to an abdication of the
director's duty to the Corporation; or (e) create liability under Section
33-321 of the Connecticut General Statutes.
ARTICLE VII
STATED CAPITAL
The minimum amount of stated capital with which the Corporation shall
commence business is One Thousand Dollars ($1,000.00).
THIRD: This Restated Certificate of Incorporation shall give effect to
the new amendments set forth herein and purports to restate all those
provisions now in effect not being amended by such new amendments.
FOURTH: This Restated Certificate of Incorporation was adopted by the
greatest vote which would have been required to amend any provision of the
Certificate of Incorporation as in effect before such vote and supersedes such
Certificate of Incorporation.
FIFTH: The manner of adopting the resolution was by the board of
directors and shareholders pursuant to Section 33-360 of the Connecticut
General Statutes. No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required For Adoption: 207,970
Vote Favoring Adoption: 305,513
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true.
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Dated at Tolland, Connecticut, this 12th day of October, 1992.
/s/ Carl R. Sahi /s/ Susan B. Pellerin
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Carl R. Sahi, Susan B. Pellerin,
President Assistant Secretary
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CERTIFICATE AMENDING THE
CERTIFICATE OF INCORPORATION
OF
BIO-PLEXUS, INC.
It is hereby certified that:
FIRST: The name of the Corporation is BIO-PLEXUS, INC.
SECOND: The Certificate of Incorporation of the Corporation is amended
pursuant to Connecticut General Statute Section 33-360 by the following
resolution:
RESOLVED, that the Certificate of Incorporation of Bio-Plexus, Inc. be,
and hereby is, amended as follows:
1. Article III Capitalization is amended to read as follows:
ARTICLE III
CAPITALIZATION
The aggregate number of shares which the Corporation shall have
authority to issue is Ten Million Twenty Thousand (10,020,000),
which are divided into two classes: (i) Ten Million (10,000,000)
shares of Common Stock, without par value (the "Common Stock");
and (ii) Twenty Thousand (20,000) shares of Class A Common
Stock, without par value (the "Class A Common Stock").
2. Article IV Relative Rights and Preferences, the introductory
language is amended to read as follows:
The relative rights, preferences and limitations of the
shares of Common Stock and Class A Common Stock are as follows:
3. Article IV, Section B.2, Class A Common Stock, Voting Rights is
amended to read as follows:
2. Voting Rights -- Each issued and outstanding share of
Class A Common Stock shall entitle the holder thereof to
one hundred (100) votes on any matter submitted to the
shareholders of the Corporation for action. If at any
time the Corporation shall pay a stock dividend or
distribution on its Common Stock or split, subdivide, or
combine the outstanding shares of its Common Stock, the
number of votes which a share of Class A Common Stock
shall entitle the holder thereof to exercise shall be
proportionately adjusted as of the date after the record
date for such dividend, distribution, split, subdivision
or
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combination so as to maintain the relative voting power
of the Class A Common Stock which existed prior to the
occurrence of such event.
4. Article IV, Section B.4, Class A Common Stock, Redemption, the
first full paragraph is amended to read as follows:
4. Redemption -- The Corporation shall call for redemption
and redeem on January 1, 1998 all shares of Class A
Common Stock which remain outstanding on that date at a
redemption price of One Dollar ($1.00) per share. Notice
of redemption shall be sent by first class mail, postage
pre-paid, to each holder of record of the shares of
Class A Common Stock not less than ten (10) nor more
than twenty (20) days prior to the date of redemption.
Such notice shall direct such holder to surrender the
certificate representing the shares of Class A Common
Stock in exchange for payment of the redemption price.
Upon redemption and payment as provided herein, the
holders of shares of Class A Common Stock shall have no
further right or interest in such shares.
5. Article IV, Section C, Preferred Stock is deleted and
conforming changes made to the balance of the Certificate of
Incorporation reflecting the elimination of the class of
Preferred Stock.
THIRD: The foregoing resolutions were adopted pursuant to Connecticut
General Statute Section 33-360 by the Board of Directors and shareholders of
the Corporation.
FOURTH: The aggregate number of shares issued and outstanding is
492,178. The issued and outstanding shares are divided into: 472,178 shares of
Class Common Stock and 20,000 shares of Class A Common Stock. Holders of Class
Common Stock and Class A Common Stock have the right to vote separately as a
class. Each share is entitled to one vote in each class vote. Holders of Class A
Common Stock have 100 votes for each share of Class A Common Stock in each vote
of the shareholders voting as a single class. The shareholders vote on the
amendment was as follows:
* Common Shareholders
Vote required for adoption: 236,090
Vote favoring adoption: 308,649
* Class A Common Shareholders
Vote required for adoption: 10,001
Vote favoring adoption: 20,000
* All Shareholders
Vote required for adoption: 1,236,090
Vote favoring adoption: 2,308,649
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FIFTH: The Corporation has as at least one hundred recordholders as
defined in subsection a of Section 33-311a of the Connecticut General Statutes.
We hereby declare under penalties of false statement that the
statements made in the foregoing Certificate are true.
Signed in Tolland, Connecticut, this 22nd day of October, 1993.
/s/ Carl R. Sahi /s/ Susan B. Pellerin
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Carl R. Sahi Susan B. Pellerin
President Assistant Secretary
F I L E D
DATE OF CONNECTICUT
OCT 27, 1993
/s/ [illegible]
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SECRETARY OF THE STATE
A.M.
[illegible] Time 2 P.M.
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CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 Rev. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
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1. Name of Corporation (Please enter name within lines)
Bio-Plexus, Inc.
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2. The Certificate of Incorporation is: (Check one)
[X] A. Amended only, pursuant to Conn. Gen. Stat. Section 33-360.
[ ] B. Amended only, to cancel authorized shares (state number of shares
to be cancelled, the class, the series, if any, and the par value,
P.A. 90-107.)
[ ] C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a).
[ ] D. Amended and restated, pursuant to Conn. Gen. Stat. Section
33-362(c).
[ ] E. Restated and superseded pursuant to Conn. Gen. Stat. Section
33-362(d).
Set forth here the resolution of amendment and/or restatement. Use an
8 1/2 X 11 attached sheet if more space is needed. Conn. Gen. Stat.
Section 1-9.
RESOLVED, that Article III, Capitalization of the Certificate of
Incorporation of the Company be, and hereby is, amended to increase from Ten
Million (10,000,000) to Twelve Million (12,000,000) the number of shares of
Common Stock, without par value, which the Company shall have authority to
issue.
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one) N/A
[ ] A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as supplemented
and amended to date, and there is no discrepancy between the provisions
of the original Certificate of Incorporation as supplemented and
amended to date, and the provisions of this Restated Certificate of
Incorporation. (If 3A is checked, go to 5 & 6 to complete this
certificate.).
[ ] B. This Restated Certificate of Incorporation shall give effect to
the amendment(s) and purports to restate all those provisions now in
effect not being amended by such new amendment(s). (If 3B is checked,
check 4, if true, and go to 5 & 6 to complete this Certificate.)
4. (Check, if true) N/A
[ ] This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the
Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.
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The manner of adopting the resolution was as follows: (Check one A, or B, or C)
[X] A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. Section 33-360. Vote of Shareholders: (Check (i) or
(ii), and check (iii) if applicable.)
(i) [ ] No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption ______________________________
Vote Favoring Adoption __________________________________
(ii) [X] There are shares of more than one class entitled to
vote as a class. The designation of each class required for
adoption of the resolution and the vote of each class in favor
of adoption were as follows:
(Use an 8 1/2 x 11 attached sheet if more space is needed.
Conn. Gen. Stat. Sections 1-9.)
See Exhibit 1.
(iii) [X] Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. Section
33-311a(a).
[ ] B. By the board of directors acting along, pursuant to Conn. Gen.
Stat. Sections 33-360)b)(2) or 33-362(a).
The number of affirmative votes required to adopt such
resolution is: _________________________
The number of directors' votes in favor of the resolution
was: _____________________________
We hereby declare, under the penalties of false statement, that the statements
made in the foregoing certificate are true:
(Print or Type) Signature (Print or Type) Signature
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Name of Pres. Name of Sec.
Carl R. Sahi /s/ Carl R. Sahi Nancy S. Lautenbach /s/ Nancy S. Lautenbach
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[ ] C. The corporation does not have any shareholders. The resolution
was adopted by vote of at least two-thirds of the incorporators
before the organization meeting of the corporation, and approved
in writing by all subscribers for shares of the corporation. If
there are no subscribers, state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
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Signed Incorporator Signed Incorporator Signed Incorporator
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Signed Subscriber Signed Subscriber Signed Subscriber
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(Use an 8 1/2 x 11 attached sheet if more space is needed.
Conn. Gen. Stat. Sections 1-9)
6. Dated at Vernon, CT this 30th day of July, 1996.
Rec, CC, GS: (Type or Print)
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Pepe & Hazard Attn: A.C. Brown
Goodwin Square
Hartford, CT 06102-4302
Please provide filer's name and complete
address for mailing receipt.
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Exhibit 1
A vote of holders of not less than a majority of the voting power of the issued
and outstanding shares of capital stock of the Corporation was required to
adopt the foregoing resolution. Each holder of shares of Common Stock was
entitled to one vote for each share and each holder of shares of Class A Common
Stock was entitled to five hundred votes for each share. 8,446,318 votes
represent a majority of the voting power of the issued and outstanding shares
of capital stock. 15,921,489 votes were cast to adopt the resolution.
The vote of holders of not less than a majority of the voting power of
the issued and outstanding shares of Common Stock was required to adopt the
foregoing resolution. Each holder of shares of Common Stock was entitled to one
vote for each share in such class vote. 3,446,318 votes represent a majority of
the voting power of the issued and outstanding shares of Common Stock.
5,921,489 votes were cast to adopt the resolution.
The vote of holders of not less than a majority of the voting power of
the issued and outstanding shares of Class A Common Stock was required to adopt
the foregoing resolution. Each holder of shares of Class A Common Stock was
entitled to one vote for each share in such class vote. 10,001 votes represent
a majority of the voting power of the issued and outstanding shares of Class A
Common Stock. 20,000 votes were cast to adopt the resolution.
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