EXHIBIT 3.01
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
HSS OPERATING CORPORATION
(Before Receipt of Payment for Stock)
-----------------------
HSS Holding Corporation, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Company"), DOES HEREBY CERTIFY:
FIRST: That by written consent of a majority of the directors, a
resolution was duly adopted setting forth a proposed amendment to
the Certificate of Incorporation of the Company. The resolution
setting forth the amendment is as follows:
RESOLVED, that Article 1 of the Certificate of Incorporation
of the Company be amended so that the same as amended would
read as follows:
1. Name. The name of the Corporation is Intersil Corporation.
SECOND: That the Company has not received any payment for any of its
stock.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 241 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Certificate to be
executed by James A. Urry, its Vice President, this 15th day of July, 1999.
HSS OPERATING CORPORATION
By: James A. Urry
-------------
James A. Urry
Vice President
CERTIFICATE OF INCORPORATION
OF
HSS OPERATING CORPORATION
1. Name. The name of the Corporation is HSS Operating Corporation.
2. Registered Office and Agent. The address of the Corporation's
registered office in the State of Delaware is 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of the Corporation's registered agent
at such address is The Corporation Trust Company.
3. Purpose. The purposes for which the Corporation is formed are to
engage in any lawful act or activity, including, without limitation, forming
and/or acquiring foreign subsidiaries, for which corporations may be organized
under the General Corporation Law of the State of Delaware ("DGCL") and to
possess and exercise all of the powers and privileges granted by such law and
any other law of Delaware.
4. Authorized Capital. The aggregate number of shares of stock which
the Corporation shall have authority to issue is One Thousand (1,000) shares,
all of which are of one class and are designated as Common Stock, par value $.01
per share.
5. Incorporator. The name and mailing address of the incorporator
are Marian T. Ryan, 4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia,
Pennsylvania 19103-2793.
6. Bylaws. In furtherance and not in limitation of the powers
conferred by law, the board of directors of the Corporation is authorized to
adopt, amend or repeal the bylaws of the Corporation, except as otherwise
specifically provided therein, subject to the powers of the stockholders of the
Corporation to amend or repeal any bylaws adopted by the board of directors.
7. Elections of Directors. Elections of directors need not be by
written ballot unless and except to the extent the bylaws of the Corporation
shall so provide.
8. Right to Amend. The Corporation reserves the right to amend or
repeal any provision contained in this Certificate as the same may from time to
time be in effect in the manner now or hereafter prescribed by law, and all
rights, preferences and privileges conferred on stockholders, directors or
others hereunder are subject to such reservation.
9. Unanimous Written Consent Required. If any action is to be taken
by stockholders without a meeting, such action must be authorized by unanimous
written consent signed by all of the holders of outstanding voting stock.
10. Limitation on Liability. The directors of the Corporation shall
be entitled to the benefits of all limitations on the liability of directors
generally that are now or hereafter become available under the DGCL. Without
limiting the generality of the foregoing, to the
fullest extent permitted by the DGCL, as it exists on the date hereof or as it
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, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit. Any
repeal or modification of this Section 10 or any adoption of any provision of
this Certificate of Incorporation inconsistent with this Section 10 shall be
prospective only, and shall not affect, to the detriment of any director, any
limitation on the personal liability of a director of the Corporation existing
at the time of such repeal, modification or adoption.
Dated: June 2, 1999
/s/ Marian T. Ryan
----------------------------
Marian T. Ryan, Incorporator
2