Exhibit 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
SHOPPERS FOOD WAREHOUSE CORP.
(a stock corporation)
SHOPPERS FOOD WAREHOUSE CORP. (the "Corporation") hereby certifies that it
is a corporation organized and existing under the laws of the State of Delaware,
that it was originally incorporated under the name "Jumbo Food Stores, Inc." and
that its Certificate of Incorporation was originally filed with the Secretary of
State of the State of Delaware on June 29, 1956. In accordance with Sections
242 and 245 of the General Corporation Law of the State of Delaware, this
Restated Certificate of Incorporation has been duly approved and adopted by the
Board of Directors and the stockholders of the Corporation, and restates and
integrates and further amends the provisions of the Certificate of
Incorporation, as heretofore amended, of the Corporation. The text of the
Certificate of Incorporation, as heretofore amended, is hereby restated,
integrated and further amended to read in its entirety as follows:
FIRST: The name of the corporation is Shoppers Food Warehouse Corp.
SECOND: The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, City of Wilmington, County of New Castle,
Delaware 19801. The name of the Corporation's 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 the State of Delaware.
FOURTH: The total number of shares of all classes of capital stock which
the Corporation shall have authority to issue is 50,000 shares of which 25,000
shares are Class A Common Stock, par value $5.00 per share, and 25,000 shares
are Class B Common Stock, par value $5.00 per share. The Class A Common Stock
and the Class B Common Stock shall be equal in all respects as if they
constituted a single class, except that the holders of the Class A Common Stock
shall have no voting power, nor shall they be entitled to notice of meetings of
stockholders, except as may be expressly required by law, all rights to vote and
all voting power being vested exclusively in the holders of the Class B Common
Stock.
FIFTH: Elections of directors need not be by written ballot except and to
the extent provided in the by-laws of the Corporation. Meetings of stockholders
may be held within or without the State of Delaware, as the by-laws may provide.
SIXTH: To the full extent permitted by the General Corporation Law of the
State of Delaware or any other applicable laws presently or hereafter in effect,
no director of the Corporation shall be personally liable to the Corporation or
its stockholders for or with respect to any acts or omissions in the performance
of his or her
duties as a director of the Corporation. Any repeal or modification
of this Article Sixth shall not adversely affect any right or protection of a
director of the Corporation existing immediately prior to such repeal or
modification.
SEVENTH: Each person who is or was or had agreed to become a director or
officer of the Corporation, or each such person who is or was serving or who had
agreed to serve at the request of the Board of Directors or an officer of the
Corporation as an employee or agent of the Corporation or as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executors, administrators or
estate of such person), shall be indemnified by the Corporation to the full
extent permitted by the General Corporation Law of the State of Delaware or any
other applicable laws as presently or hereafter in effect. Without limiting the
generality or the effect of the foregoing, the Corporation may enter into one or
more agreements with any person which provide for indemnification greater or
different than that provided in this Article. Any repeal or modification of
this Article Seventh shall not adversely affect any right or protection existing
hereunder immediately prior to such repeal or modification.
EIGHTH: In furtherance and not in limitation of the rights, powers,
privileges, and discretionary authority granted or conferred by the General
Corporation Law of the State of Delaware or other statutes or laws of the State
of Delaware, the Board of Directors is expressly authorized to make, alter,
amend or repeal the by-laws of the Corporation, without any action on the part
of the stockholders, but the stockholders may make additional by-laws and may
alter, amend or repeal any by-law whether adopted by them or otherwise. The
Corporation may in its by-laws confer powers upon its Board of Directors in
addition to the foregoing and in addition to the powers and authorities
expressly conferred upon the Board of Directors by applicable law.
NINTH: The Corporation reserves the right at any time and from time to
time to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted, in the manner
now or hereafter prescribed herein or by applicable law; and all rights,
preferences and privileges of whatsoever nature conferred upon stockholders,
directors or any other persons whomsoever by and pursuant to this Certificate of
Incorporation in its present form or as hereafter amended are granted subject to
this reservation.
IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been
signed for and on behalf of the Corporation this 30th day of July, 1997.
SHOPPERS FOOD WAREHOUSE CORP.
By: /s/ MARK A. FLINT
-----------------------
Mark A. Flint
President and Chief Executive Officer
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