EXHIBIT 3.2
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF GENESYS TELECOMMUNICATIONS LABORATORIES, INC.
a California Corporation
The undersigned, Gregory Shenkman and Michael J. McCloskey, hereby
certify that:
ONE: They are the duly elected and acting President and Secretary
respectively, of said corporation.
TWO: The Articles of Incorporation of said corporation shall be
amended and restated to read in full as follows:
ARTICLE I
The name of this corporation is Genesys Telecommunications
Laboratories, Inc.
ARTICLE II
The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.
ARTICLE III
A. Classes of Stock. This corporation is authorized to issue two
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classes of stock to be designated, respectively, "Common Stock" and "Preferred
Stock." The total number of shares that this corporation is authorized to issue
is One Hundred Twenty Five Million (125,000,000) shares. One Hundred Twenty
Million (120,000,000) shares shall be Common Stock and Five Million (5,000,000)
shares shall be Preferred Stock.
B. Rights, Preferences and Restrictions of Preferred Stock. The
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Preferred Stock authorized by these Restated Articles of Incorporation may be
issued from time to time in one or more series. The Board of Directors is
hereby authorized to fix or alter the rights, preferences, privileges and
restrictions granted to or imposed upon additional series of Preferred Stock,
and the number of shares constituting any such series and the designation
thereof, or of any of them. Subject to compliance with applicable protective
voting rights that have been or may be granted to the Preferred Stock or series
thereof in this corporation's Articles of Incorporation
("Protective Provisions"), but notwithstanding any other rights of the Preferred
Stock or any series thereof, the rights, privileges, preferences and
restrictions of any such additional series may be subordinated to, pari passu
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with (including, without limitation, inclusion in provisions with respect to
liquidation and acquisition preferences, redemption and/or approval of matters
by vote or written consent), or senior to any of those of any present or future
class or series of Preferred or Common Stock. Subject to compliance with
applicable Protective Provisions, the Board of Directors is also authorized to
increase or decrease the number of shares of any series, prior or subsequent to
the issue of that series, but not below the number of shares of such series then
outstanding. In case the number of shares of any series shall be so decreased,
the shares constituting such decrease shall resume the status that they had
prior to the adoption of the resolution originally fixing the number of shares
of such series.
1. Repurchase of Shares. In connection with repurchases by this
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Corporation of its Common Stock pursuant to its agreements with certain of the
holders thereof, Sections 502 and 503 of the California General Corporation Law
shall not apply in whole or in part with respect to such repurchases.
C. Common Stock.
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1. Dividend Rights. Subject to the prior rights of holders of all
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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 this corporation
legally available therefor, such dividends as may be declared from time to time
by the Board of Directors.
2. Liquidation Rights. Subject to the prior rights of holders of
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all classes of stock at the time outstanding having prior rights as to
liquidation, upon the liquidation, dissolution or winding up of this
corporation, the assets of this corporation shall be distributed to the holders
of Common Stock.
3. Redemption. The Common Stock is not redeemable.
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4. Voting Rights. The holder of each share of Common Stock shall
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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.
ARTICLE IV
Section 1. The liability of the directors of this corporation for
monetary damages shall be eliminated to the fullest extent permissible under
California law.
Section 2. This corporation is authorized to provide indemnification
of agents (as defined in Section 317 of the California Corporations Code)
through bylaw provisions, agreements with the agents, vote of shareholders or
disinterested directors, or otherwise in excess of the indemnification
otherwise permitted by Section 317 of the California Corporations Code, subject
only to applicable limits set forth in Section 204 of the California
Corporations Code with respect to actions for breach of duty to this corporation
and its shareholders.
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THREE: The foregoing amendment has been approved by the Board of
Directors of said corporation.
FOUR: All of the outstanding Series A, Series B and Series C
Preferred Stock, including any options, warrants or rights to purchase such
shares of Series A, Series B or Series C Preferred Stock (specifically warrants
to purchase 548,886 shares of Series C Preferred Stock), have been converted
into Common Stock, or options, warrants or rights to purchase such shares of
Common Stock, of the corporation pursuant to Section 4.(b) of Article III of the
present Articles of Incorporation.
FIVE: The present Articles of Incorporation of the corporation
provide in Section 6 of Article III that in the event shares of Series A, Series
B or Series C Preferred Stock shall be converted pursuant to Section 4 thereof,
the shares so converted shall be cancelled and shall not be issuable by the
corporation. Therefore upon such conversion and cancellation, and after giving
effect to the increase in the authorized number of shares of Preferred Stock,
the total authorized number of shares of the corporation became 125,000,000 and
the authorized number of shares of Preferred Stock of the corporation became
5,000,000.
SIX: The foregoing amendment and restatement of the Articles of
Incorporation has been duly approved by the required vote of shareholders in
accordance with Sections 902 and 903 of the California Corporations Code. The
total number of outstanding shares of Common Stock of the Corporation is
___________________ shares. The total number of outstanding shares of Series A
Preferred Stock of the Corporation is 150,000. The total number of outstanding
shares of Series B Preferred Stock of the Corporation is 316,313. The total
number of outstanding shares of Series C Preferred Stock of the Corporation is
854,363. The number of shares voting in favor of the amendment and restatement
of the Articles of Incorporation equaled or exceeded the vote required. The
percentage vote required was (i) more than 50% of the outstanding shares of
Common Stock, (ii) more than 50% of the outstanding shares of Series A Preferred
Stock and the Series B Preferred Stock, voting together as a separate class, and
(iii) at least 75% of the outstanding shares of Series C Preferred Stock.
IN WITNESS WHEREOF, the undersigned have executed this certificate on
________________, 1997.
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Gregory Shenkman
President
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Michael J. McCloskey
Secretary
Each of the undersigned declares under penalty of perjury that the
statements contained in the foregoing certificate are true and correct of his
knowledge, and that this declaration was executed on ____________, 1997, at San
Francisco, California.
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Gregory Shenkman
President
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Michael J. McCloskey
Secretary