EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
AUTODESK, INC.
FIRST: The name of the Corporation is Autodesk, Inc. (the "Corporation").
SECOND: The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle, zip code 19801. The name of its
registered agent at such address is The Corporation Trust Company.
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 two classes of stock to be
designated respectively Common Stock and Preferred Stock. The total
number of shares of all classes of stock which the Corporation has
authority to issue is Fifty-Two Million (52,000,000), consisting of
Fifty Million (50,000,000) shares of Common Stock, $0.01 par value
(the "Common Stock"), and Two Million (2,000,000) shares of Preferred
Stock, $0.01 par value (the "Preferred Stock").
The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized subject to
limitations prescribed by law, to fix by resolution or resolutions the
designations, powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, of each such series of Preferred
Stock, including without limitation authority to fix by resolution or
resolutions, the dividend rights, dividend rate, conversion rights,
voting rights, rights and terms of redemption (including sinking fund
provisions), redemption price or prices, and liquidation preferences
of any wholly unissued series of Preferred Stock, and the number of
shares constituting any such series and the designation thereof, or
any of the foregoing.
The Board of Directors is further authorized to increase (but not
above the total number of authorized shares of the class) or decrease
(but not below the number of shares of any such series then
outstanding) the number of shares of any series, the number of which
was fixed by it, subsequent to the issue of shares of such series then
outstanding, subject to the powers, preferences and rights, and the
qualifications, limitations and restrictions thereof stated in the
resolution of the Board of Directors originally fixing the number of
shares of such series. If the number of shares of any series is so
decreased, then the shares constituting such decrease shall resume the
status which they had prior to the adoption of the resolution
originally fixing the number of shares of such series.
FIFTH: The name and mailing address of the incorporator are as follows:
Martin W. Korman
Wilson Sonsini Goodrich & Rosati
Two Palo Alto Square
Palo Alto, CA 94306
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: The election of directors need not be by written ballot unless a
stockholder demands election by written ballot at a meeting of
stockholders and before voting begins or unless the Bylaws of the
Corporation shall so provide.
EIGHTH: The number of directors which constitute the whole Board of
Directors of the Corporation shall be designated in the Bylaws of
the Corporation.
NINTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors is
expressly authorized to adopt, alter, amend or repeal the Bylaws
of the Corporation.
TENTH: To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or may hereafter be amended,
no director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director.
Neither any amendment nor repeal of this Article, nor the
adoption of any provision of this Certificate of Incorporation
inconsistent with this Article, shall eliminate or reduce the
effect of this Article in respect of any matter occurring, or any
cause of action, suit or claim that, but for this Article, would
accrue or arise, prior to such amendment, repeal or adoption of
an inconsistent provision.
ELEVENTH: At the election of directors of the Corporation, each holder of
stock of any class or series shall be entitled to one vote for
each share held. No stockholder will be permitted to cumulate
votes at any election of directors.
TWELFTH: 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 laws of the State of Delaware) 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.
THIRTEENTH: 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 the
laws of the State of Delaware, and all rights conferred herein
are granted subject to this reservation.
The undersigned incorporator hereby acknowledges that the foregoing
Certificate of Incorporation is his act and deed and that the facts stated
herein are true.
Dated: May 5, 1994
/s/ Martin W. Korman
----------------------------------------
Martin W. Korman
Incorporator
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
AUTODESK, INC.
Autodesk, Inc., a corporation organized and existing under the laws of the
State of Delaware (the "Corporation"), pursuant to the provisions of the
General Corporation Law of the State of Delaware (the "GCL"), does hereby
certify as follows:
FIRST: The Certificate of Incorporation of the Corporation is hereby
amended by deleting the second sentence of the first paragraph of ARTICLE FOURTH
of the Certificate of Incorporation in its present form and substituting
therefor a new second sentence of the first paragraph of ARTICLE FOURTH in the
following form:
The total number of shares of all classes of stock which the
Corporation has authority to issue is One Hundred Two Million
(102,000,000), consisting of One Hundred Million (100,000,000)
shares of Common Stock, $0.01 par value (the "Common Stock"), and
Two Million (2,000,000) shares of Preferred Stock, $0.01 par value
(the "Preferred Stock").
SECOND: The amendment to the Amended and Restated Certificate of
Incorporation of the Corporation set forth in this Certificate of Amendment has
been duly adopted in accordance with the provisions of Section 242 of the GCL
(a) the Board of Directors of the Corporation having duly adopted a resolution
setting forth such amendment and declaring its advisability and submitting it to
the stockholders of the Corporation for their approval, and (b) the stockholders
of the Corporation having duly adopted such amendment by vote of the holders of
a majority of the outstanding stock entitled to vote thereon at a special
meeting of the stockholders called and held upon notice in accordance with
Section 222 of the GCL.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by Carol A. Bartz, its Chairman of the Board, President
and Chief Executive Officer, this 13th day of October, 1994.
AUTODESK, INC.
By: /s/ Carol A. Bartz
--------------------------------
Carol A. Bartz
Chairman of the Board, President
And Chief Executive Officer
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
AUTODESK, INC.
(Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware)
Carol A. Bartz and Marcia K. Sterling each hereby certifies:
(1) They are the Chief Executive Officer and Secretary, respectively, of
Autodesk, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "General Corporation Law");
(2) The original Certificate of Incorporation of this corporation,
originally filed on May 10, 1994, is hereby amended and restated in its entirety
to read as follows:
FIRST: The name of this corporation is Autodesk, Inc. (the
"Corporation").
SECOND: The address of the Corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle, zip code 19801. The
name of its registered agent at such address is The Corporation
Trust Company.
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 two classes of stock to be
designated respectively Common Stock and Preferred Stock. The
total number of shares of all classes of stock which the
Corporation has authority to issue is Two Hundred Fifty-Two
Million (252,000,000), consisting of Two Hundred Fifty Million
(250,000,000) shares of Common Stock, $0.01 par value (the
"Common Stock"), and Two Million (2,000,000) shares of Preferred
Stock, $0.01 par value (the "Preferred Stock").
The Preferred Stock may be issued from time to time in one or
more series. The Board of Directors is hereby authorized subject
to limitations prescribed by law, to fix by resolution or
resolutions the designations, powers, preferences and rights, and
the qualifications, limitations or restrictions thereof, of each
such series of Preferred Stock, including without limitation
authority to fix by resolution or resolutions, the dividend
rights, dividend rate, conversion rights, voting rights, rights
and terms of redemption (including sinking fund provisions),
redemption price or prices, and liquidation preferences of any
wholly unissued series of Preferred Stock, and the number of
shares constituting any such series and the designation thereof,
or any of the foregoing.
The Board of Directors is further authorized to increase (but not
above the total number of authorized shares of the class) or
decrease (but not below the number of shares of any such series
then outstanding) the number of shares of any series, the number
of which was fixed by it, subsequent to the issue of shares of
such series then outstanding, subject to the powers, preferences
and rights, and the qualifications, limitations and restrictions
thereof stated in the resolution of the Board of Directors
originally fixing the number of shares of such series. If the
number of shares of any series is so decreased, then the shares
constituting such decrease shall resume the status which they had
prior to the adoption of the resolution originally fixing the
number of shares of such series.
FIFTH: The Corporation is to have perpetual existence.
SIXTH: The election of directors need not be by written ballot unless a
stockholder demands election by written ballot at a meeting of
stockholders and before voting begins or unless the Bylaws of the
Corporation shall so provide.
SEVENTH: The number of directors which constitute the whole Board of
Directors of the Corporation shall be designated in the Bylaws of
the Corporation.
EIGHTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors is
expressly authorized to adopt, alter, amend or repeal the Bylaws
of the Corporation.
NINTH: To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or may hereafter be amended,
no director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director.
Neither any amendment nor repeal of this Article, nor the
adoption of any provision of this Amended and Restated
Certificate of Incorporation inconsistent with this Article,
shall eliminate or reduce the effect of this Article in respect
of any matter occurring, or any cause of action, suit or claim
that, but for this Article, would accrue or arise, prior to such
amendment, repeal or adoption of an inconsistent provision.
TENTH: At the election of directors of the Corporation, each holder of
stock of any class or series shall be entitled to one vote for
each share held. No stockholder will be permitted to cumulate
votes at any election of directors.
ELEVENTH: 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 laws of the State of Delaware) 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.
TWELFTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Amended and Restated
Certificate of Incorporation, in the manner now or hereafter
prescribed by the laws of the State of Delaware, and all rights
conferred herein are granted subject to this reservation.
(3) This Amended and Restated Certificate of Incorporation has been duly
adopted by the Board of Directors of this Corporation in accordance with
Sections 242 and 245 of the General Corporation Law.
(4) This Amended and Restated Certificate of Incorporation has been duly
approved, in accordance with Section 242 of the General Corporation Law, by vote
of the holders of a majority of the outstanding stock entitled to vote thereon.
IN WITNESS WHEREOF, the undersigned have executed this Amended and Restated
Certificate of Incorporation on this 16/th/ day of April, 1998.
-----
/s/ Carol A. Bartz
----------------------------------
Carol A. Bartz
Chief Executive Officer
/s/ Marcia K. Sterling
------------------------------
Marcia K. Sterling
Secretary
CORRECTED CERTIFICATE
OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
AUTODESK, INC.
A Delaware corporation
I, Marcia K. Sterling, hereby certify:
1. That I am the duly elected Secretary of Autodesk, Inc. ("Autodesk"), a
corporation organized and existing under the General Corporation Law of the
State of Delaware (the "General Corporation Law"), the original Certificate of
Incorporation of which was filed with the Secretary of State of Delaware on May
10, 1994 (the "Certificate of Incorporation");
2. That the instrument being corrected is entitled "Amended and Restated
Certificate of Incorporation of Autodesk, Inc." (the "Prior Instrument") and was
filed with the Secretary of State of Delaware on April 16, 1998, and that the
Prior Instrument as so filed is an inaccurate record of the corporate action
therein referred to inasmuch as it failed to contemplate and preserve a
previously filed Certificate of Designation, and therefore requires correction
as permitted by Section 103(f) of the General Corporation Law;
3. That the document in its corrected form shall be entitled "Certificate
of Amendment of Certificate of Incorporation of Autodesk, Inc." and shall be in
the form attached hereto as Exhibit A (the "Corrected Instrument"), and the
Prior Instrument is hereby superseded in its entirety by the Corrected
Instrument, effective as of April 16, 1998, the original filing date of the
Prior Instrument.
IN WITNESS WHEREOF, Autodesk has caused this Corrected Certificate to be
signed and acknowledged by Marcia K. Sterling, its Secretary, this 7th day of
April, 1999.
/s/ Marcia K. Sterling
-----------------------------
Marcia K. Sterling, Secretary
I hereby acknowledge on behalf of Autodesk that this instrument is the act
and deed of Autodesk and that the facts stated herein are true.
/s/ Marcia K. Sterling
-----------------------------
Marcia K. Sterling, Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
AUTODESK, INC.
I, Marcia K. Sterling, hereby certify:
1. That I am the duly elected Secretary of Autodesk, Inc. ("Autodesk"), a
corporation organized and existing under the General Corporation Law of the
State of Delaware (the "General Corporation Law"), the original Certificate of
Incorporation of which was filed with the Secretary of State of Delaware on May
10, 1994;
2. The Certificate of Incorporation of Autodesk is hereby amended by
deleting the first paragraph of Article FOURTH of the Certificate of
Incorporation in its present form and substituting therefor a new first
paragraph of Article FOURTH in the following form:
"The Corporation is authorized to issue two classes of stock to be
designated respectively Common Stock and Preferred Stock. The total number of
shares of all classes of stock which the Corporation has authority to issue is
Two Hundred Fifty-Two Million (252,000,000) shares of Common Stock, $0.01 par
value (the "Common Stock"), and Two Million (2,000,000) shares of Preferred
Stock, $0.01 par value (the "Preferred Stock")."
3. This Certificate of Amendment of Certificate of Incorporation has been
duly adopted by the Board of Directors of this Corporation in accordance with
Section 242 of the General Corporation Law of the State of Delaware.
4. This Certificate of Amendment of Certificate of Incorporation has been
duly approved, in accordance with Sections 242 and 228 of the General
Corporation Law of the State of Delaware, by affirmative vote of the holders of
a majority of the outstanding stock entitled to vote thereon.
IN WITNESS WHEREOF, Autodesk has caused this Certificate of Amendment of
Certificate of Incorporation to be signed and acknowledged by Marcia K.
Sterling, its Secretary, this 7th day of April, 1999.
/s/ Marcia K. Sterling
-----------------------------
Marcia K. Sterling, Secretary
I hereby acknowledge on behalf of Autodesk that this instrument is the act
and deed of Autodesk and that the facts stated herein are true.
/s/ Marcia K. Sterling
-----------------------------
Marcia K. Sterling, Secretary