EXHIBIT 3.1
FOURTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF PEGASUS SYSTEMS, INC.
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This Fourth Amended and Restated Certificate of Incorporation amends
and restates the Certificate of Incorporation of Pegasus Systems, Inc., a
corporation originally incorporated in Delaware as "Pegasus Systems, Inc."
on July 10, 1995. This Fourth Amended and Restated Certificate of
Incorporation has been duly adopted pursuant to Sections 242 and 245 of the
Delaware General Corporation Law.
ARTICLE I
The name of this corporation is Pegasus Solutions, Inc. (the
"Corporation").
ARTICLE II
The address of the registered office of the Corporation in the State of
Delaware is 1013 Centre Road, New Castle County, Wilmington, Delaware 19805-
1297. The name of the registered agent of the Corporation at that address
is The Prentice-Hall Corporation Systems, Inc.
ARTICLE III
The nature of the business or purposes to be conducted or promoted by
the Corporation is to engage in any lawful business, act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware. The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatsoever.
ARTICLE IV
This Corporation is authorized to issue two classes of stock,
designated "Common Stock" and "Preferred Stock". The total number of shares
which this Corporation is authorized to issue is 52,000,000 shares. The
number of shares of Common Stock which this Corporation is authorized to
issue is 50,000,000 shares, par value $0.01 per share. The number of shares
of Preferred Stock which this Corporation is authorized to issue is
2,000,000 shares, par value $0.01 per share, which shall initially be
undesignated as to series.
Any Preferred Stock not previously designated as to series may be
issued from time to time in one or more series pursuant to a resolution or
resolutions providing for such issue duly adopted by the Board of Directors
(authority to do so being hereby expressly vested in the Board), and such
resolution or resolutions shall also set forth the voting powers, full or
limited or none, of each such series of Preferred Stock and shall fix the
designations, preferences and relative, participating, optional or other
special rights and qualifications, limitations or restrictions of each such
series of Preferred Stock. The Board of Directors is authorized to alter
the designation, rights, preferences, privileges and restrictions granted to
or imposed upon any wholly unissued series of Preferred Stock and, within
the limits and restrictions stated in any resolution or resolutions of the
Board of Directors originally fixing the number of shares constituting any
series of Preferred Stock, to increase or decrease (but not below the number
of shares of any such series then outstanding) the number of shares of any
such series subsequent to the issue of shares of that series.
Each share of Preferred Stock issued by the Corporation, if reacquired
by the Corporation (whether by redemption, repurchase, conversion to Common
Stock or other means), shall upon such reacquisition resume the status of
authorized and unissued shares of Preferred Stock, undesignated as to series
and available for designation and issuance by the Corporation in accordance
with the immediately preceding paragraph.
The relative rights, preferences, privileges and restrictions granted
to or imposed upon the Common Stock or the holders thereof are as follows:
(a) Dividend Rights. Subject to the prior rights of holders of
all classes of stock at the time outstanding having prior rights as to
dividends, the holders of the Common Stock shall be entitled to receive,
when and as declared by the Board of Directors, out of any assets of the
Corporation legally available therefor, such dividends as may be declared
from time to time by the Board of Directors.
(b) Liquidation Rights. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, after payment or provision for payment of the debts and other
liabilities of the Corporation and of any amounts to which the holders of
all classes of stock at the time outstanding having prior rights as to
liquidation are entitled, the holders of all outstanding shares of Common
Stock shall be entitled to share ratably in the remaining assets of the
Corporation.
(c) Redemption. The Common Stock is not redeemable.
(d) Voting Rights. The holder of each share of Common Stock
shall have the right to one vote, and shall be entitled to notice of any
shareholders' meeting in accordance with the Bylaws of this Corporation, and
shall be entitled to vote upon such matters and in such manner as may be
provided by law.
(e) Residual Rights. All rights accruing to the outstanding
shares of this Corporation not expressly provided for to the contrary herein
shall be vested in the Common Stock.
ARTICLE V
The Corporation is to have perpetual existence.
ARTICLE VI
Elections of directors need not be by written ballot unless a
stockholder demands election by written ballot at the meeting and before
voting begins or unless the Bylaws of the Corporation shall so provide.
ARTICLE VII
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the Corporation is expressly authorized
to make, alter, amend or repeal the Bylaws of the Corporation.
ARTICLE VIII
(a) To the fullest extent permitted by the General Corporation
Law of the State of Delaware as the same exists or as may hereafter be
amended, 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.
(b) The Corporation may indemnify to the fullest extent permitted
by law any person made or threatened to be made a party to an action or
proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that he, his estate or legal representative is or was a
director, officer, employee or agent of the Corporation or any predecessor
of the Corporation or serves or served at any other enterprise as a
director, officer, employee or agent at the request of the Corporation or
any other predecessor to the Corporation.
(c) No amendment nor repeal of this Article VIII, nor the
adoption of any provision of this Corporation's Certificate of Incorporation
inconsistent with this Article VIII, shall eliminate or reduce the effect of
this Article VIII, in respect of any matter occurring, or any action or
proceeding accruing or arising or that, but for this Article VIII, would
accrue or arise, prior to such amendment, repeal or adoption of an
inconsistent provision.
ARTICLE IX
Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be
kept (subject to any provision contained in the statutes) outside of the
State of Delaware at such place or places as may be designated from time to
time by the Board of Directors or in the Bylaws of the Corporation.
ARTICLE X
Advance notice of new business and stockholder nominations for the
election of directors shall be given in the manner and to the extent
provided in the Bylaws of the Corporation.
ARTICLE XI
The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors. The Board of Directors may
exercise all such authority and powers of the Corporation and do all such
lawful acts and things as are not by statute or this Certificate of
Incorporation directed or required to be exercised or done by the
stockholders.
1. Number of Directors
The number of directors of the Corporation shall be fixed from time to
time only by action of not less than a majority of the members of the Board
of Directors then in office. The number of directors comprising the Board
of Directors of the Corporation shall not be less than two (2) or more than
twenty-five (25).
2. Classes
Subject to the rights, if any, of any series of Preferred Stock then
outstanding, the directors shall be divided into three classes, designated
Class I, Class II and Class III. The number of directors in each class
shall be the whole number contained in the quotient arrived at by dividing
the authorized number of directors by three, and if a fraction is also
contained in such quotient then if such fraction is one-third (1/3) the
extra director shall be a member of Class III and if the fraction is two-
thirds (2/3) then one of the extra directors shall be a member of Class III
and the other shall be a member of Class II. The term of office of directors
in each class shall expire as follows: Class I shall expire at the 1998
annual meeting of stockholders, Class II shall expire at the 1999 annual
meeting of stockholders, Class III shall expire at the 2000 annual meeting
of stockholders. At each such meeting of stockholders, directors shall be
elected to succeed those directors whose terms expire for a term of office
to expire at the third succeeding annual meeting of stockholders after their
election. All directors shall hold office until the annual meeting of
stockholders for the year in which their term expires and until their
successors are duly elected and qualified, or until their earlier death,
resignation, disqualification or removal.
3. Vacancies
Subject to the rights, if any, of the holders of any series of
Preferred Stock then outstanding, newly created directorships resulting from
any increase in the authorized number of directors or any vacancies in the
Board of Directors resulting from death, resignation, disqualification or
removal may be filled only by a majority vote of the directors then in
office, though less than a quorum, and directors so chosen shall hold office
for a term expiring at the annual meeting of stockholders at which the term
of office of the class to which they have been elected expires and until
such director's successor shall have been duly elected and qualified.
4. Removal
Any director or the entire Board of Directors may be removed only for
cause and only by the vote of the holders of two-thirds (2/3) of the
securities of the Corporation then entitled to vote at an election of
directors voting together as a single class.
ARTICLE XII
Any action required or permitted to be taken at any annual or special
meeting of stockholders may only be taken upon the vote of the stockholders
at an annual or special meeting duly called and may not be taken by written
consent of the stockholders. Special meetings of the stockholders, unless
otherwise prescribed by statute, may be called at any time only by the
Chairman of the Board or the Chief Executive Officer of the Corporation or
the Board of Directors.
ARTICLE XIII
The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner
now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation. In addition to
any affirmative vote required by applicable law or any other provision of
this Certificate of Incorporation or specified in any agreement, the
affirmative vote of the holders of not less than two-thirds (2/3) of the
voting power of all securities of the Corporation entitled to vote generally
in the election of directors shall be required to amend, add, alter, change,
repeal or adopt any provisions inconsistent with Sections 1, 2 or 3 of
Article XI, Article XII or this Article XIII of this Certificate of
Incorporation and the affirmative vote of not less than eighty percent (80%)
of the voting power of all securities of the Corporation entitled to vote
generally in the election of directors shall be required to amend, add,
alter, change, repeal or adopt any provisions inconsistent with Section 4 of
Article XI or this Article XIII with respect to Section 4 of Article XI.
IN WITNESS WHEREOF, the Corporation has caused this Fourth Amended and
Restated of Certificate to be duly executed this 2nd day of May, 2000.
By: /s/ JOHN F. DAVIS, III
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John F. Davis, III
President and Chief Executive Officer
ATTEST:
/s/ RIC L. FLOYD
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Ric L. Floyd, Secretary
CERTIFICATION
I, Ric L. Floyd, duly elected Secretary of Pegasus Systems, Inc., do
hereby certify that the Fourth Amended and Restated Certificate of
Incorporation of the Corporation attached hereto and incorporated herein by
reference, which restated, integrates and further amends the provisions of
the Certificate of Incorporation of this Corporation heretofore amended, has
been duly adopted by the Corporation's Board of Directors and stockholders
in accordance with Sections 242 and 245 of the Delaware General Corporation
Law, with the meeting of the stockholders of the Corporation held on May 2,
2000.
IN WITNESS WHEREOF, said Corporation has caused this Fourth Amended and
Restated Certificate of Incorporation to be signed by its duly authorized
officers on this 2nd day of May, 2000.
Pegasus Systems, Inc.
By: /s/ RIC L. FLOYD
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Ric L. Floyd
Secretary
ACKNOWLEDGEMENT
STATE OF TEXAS )
)
COUNTY OF DALLAS )
On this 2nd day of May, 2000, before me, Rebecca L. Morley, the
undersigned officer, personally appeared Ric L. Floyd, personally known to
me to be the person that executed this instrument on behalf of the
Corporation and acknowledged to me that the Corporation executed it. Ric L.
Floyd further acknowledged to me, under penalty of perjury, that the facts
stated therein are true.
/s/ REBECCA L. MORLEY
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Rebecca L. Morley
Notary Public in and for the State of Texas
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