EXHIBIT 3.1
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 classes
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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
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passu with (including, without limitation, inclusion in provisions with respect
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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 Corporations 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 all
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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 have
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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 permitted 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
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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 amendments 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 the Corporation entitled to approve this
amendment and restatement of the Articles of Incorporation was 13,642,161 shares
of Common Stock, 900,000 shares of Series A Preferred Stock, 1,897,878 shares of
Series B Preferred Stock and 1,348,992 shares of Series C Preferred Stock. 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
of 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.
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IN WITNESS WHEREOF, the undersigned have executed this certificate on June
20, 1997.
/s/ Gregory Shenkman
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Gregory Shenkman
President
/s/ Michael J. McCloskey
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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 June 20, 1997, at San
Francisco, California.
/s/ Gregory Shenkman
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Gregory Shenkman
President
/s/ Michael J. McCloskey
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Michael J. McCloskey
Secretary
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