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EXHIBIT 3.1
CERTIFICATE REQUIRED TO BE FILED WITH THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
INTELLIGROUP, INC.
Pursuant to the provisions of Section 14A:9-5(5) of the New Jersey
Business Corporations Act, the undersigned corporation hereby executes the
following certificate:
1. The name of the corporation is Intelligroup, Inc. (the "Corporation").
2. The Amended and Restated Certificate of Incorporation was adopted by
the Board of Directors of the Corporation on June 3, 1996 and by the
shareholders of the Corporation on June 3, 1996.
3. The total shares outstanding and entitled to vote thereon was 90 and
all of such shares were voted in favor of the adoption of the Amended and
Restated Certificate of Incorporation.
4. The Amended and Restated Certificate of Incorporation restates,
integrates and amends in its entirety the provisions of the Corporation's
Certificate of Incorporation, as amended to date. The Amended and Restated
Certificate of Incorporation provides for, among other things, (i) the
reclassification of each share of issued and outstanding Common Stock, no par
value, into 83,844.44 shares of Common Stock, $.01 par value, and (ii) an
increase in the number of shares of authorized Common Stock from 2,500 to
25,000,000 and for authorization, upon the effectiveness of the Company's
initial public offering of Common Stock, of 5,000,000 shares of undesignated
Preferred Stock, $.01 par value.
IN WITNESS WHEREOF, the undersigned has signed this Certificate on behalf
of the Corporation this 4th day of June, 1996.
By: ________________________________
Ashok Pandey, President
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AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
INTELLIGROUP, INC.
Pursuant to Section 14A:9-5 of the New Jersey Business Corporation Act
(the "Act"), the undersigned corporation hereby executes this Amended and
Restated Certificate of Incorporation.
FIRST: The name of the Corporation is Intelligroup, Inc. (the
"Corporation").
SECOND: The purpose or purposes for which the Corporation is organized is
to engage in any lawful activity within the purposes for which corporations may
be organized under Title 14A of the Act.
THIRD: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is thirty million (30,000,000) shares.
The Corporation is authorized to issue two classes of stock designated "Common
Stock" and "Preferred Stock," respectively. The total number of shares of Common
Stock authorized to be issued by the Corporation is twenty-five million
(25,000,000), each such share of Common Stock having a par value of $.01.
Effective upon the effectiveness of the Company's initial public offering of
Common Stock, the total number of shares of Preferred Stock authorized to be
issued by the Corporation shall be five million (5,000,000), each such share of
Preferred Stock having a par value of $.01, all of which is undesignated.
The undesignated Preferred Stock may be issued from time to time in
one or more series. The Board of Directors of the Corporation is hereby
authorized, by adopting a resolution or resolutions and filing a certificate or
certificates pursuant to the applicable provisions of the Act, to establish from
time to time the number of shares to be included in each such series of
Preferred Stock, and to fix the designation, powers, preferences and rights of
the shares of each such series and the qualifications, limitations or
restrictions thereof, including but not limited to the fixing or alteration of
the dividend rights, dividend rate or rates, conversion rights, voting rights,
rights and terms of redemption (including sinking fund provisions), the
redemption price or prices, and the liquidation preferences of any wholly
unissued series of shares of Preferred Stock, or any of them, and to increase or
decrease the number of shares of any series subsequent to the issuance of shares
of that series, but not below the number of shares of such series then
outstanding. In the event the number of shares of any series shall be so
decreased, the shares removed from such series by 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.
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FOURTH: Each share of Common Stock, no par value, of the Corporation
issued and outstanding is hereby reclassified and changed into 83,844.44 fully
paid and nonassessable shares of Common Stock, $.01 par value, of the
Corporation and each holder of record of a certificate for one or more shares of
Common Stock, no par value, of the Corporation as of the close of business on
the date this Amended and Restated Certificate of Incorporation becomes
effective shall be entitled to receive, as soon as practicable, upon surrender
of such certificate, a certificate or certificates representing 83,844.44 shares
of Common Stock, $.01 par value, for each share of Common Stock, no par value,
represented by the certificate of such holder, and any fractional shares
resulting will be rounded up to the next whole share.
FIFTH: The address of the Corporation's current registered office is 517
Route One South, Iselin, New Jersey 08830 and the name of its current registered
agent at such address is Ashok Pandey.
SIXTH: The number of directors constituting the current Board of Directors
is five. The names and addresses of each of such directors is as follows:
Name Address
---- -------
Ashok Pandey c/o Intelligroup, Inc.
517 Route One South
Iselin, New Jersey 08830
Rajkumar Koneru c/o Intelligroup, Inc.
517 Route One South
Iselin, New Jersey 08830
Nagarjun Valluripalli c/o Intelligroup, Inc.
517 Route One South
Iselin, New Jersey 08830
Kevin P. Mohan c/o Summit Partners
600 Atlantic Avenue, Suite 2800
Boston, Massachusetts 02210
Thomas S. Roberts c/o Summit Partners
600 Atlantic Avenue, Suite 2800
Boston, Massachusetts 02210
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SEVENTH: The following provisions are included for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its Board of Directors and shareholders:
(i) The Board of Directors of the Corporation is expressly authorized to
adopt, amend or repeal the Bylaws of the Corporation, subject to any
limitation thereof contained in the Bylaws. The shareholders also shall
have the power to adopt, amend or repeal the Bylaws of the Corporation;
provided, however, that, in addition to any vote of the holders of any
class or series of stock of the Corporation required by law or by this
Amended and Restated Certificate of Incorporation, the affirmative vote of
the holders of at least eighty percent (80%) of the voting power of all of
the then outstanding shares of the capital stock of the Corporation
entitled to vote generally in the election of directors, voting together
as a single class, shall be required to adopt, amend or repeal any
provision of the Bylaws of the Corporation.
(ii) Upon the consummation of an initial public offering of securities of
the Corporation under the Securities Act of 1933, as amended, shareholders
of the Corporation may not take any action by written consent in lieu of a
meeting.
(iii) Special meetings of shareholders may be called at any time only by
the President, the Chairman of the Board of Directors of the Corporation
(if any) or a majority of the Board of Directors of the Corporation.
Business transacted at any special meeting of shareholders shall be
limited to matters relating to the purpose or purposes set forth in the
notice of such special meeting.
(iv) The Board of Directors of the Corporation, when evaluating any offer
of another party (a) to make a tender or exchange offer for any equity
security of the Corporation or (b) to effect a business combination,
shall, in connection with the exercise of its judgment in determining what
is in the best interests of the Corporation as a whole, be authorized to
give due consideration to any such factors as the Board of Directors of
the Corporation determines to be relevant, including, without limitation:
(1) the interests of the Corporation's shareholders, including the
possibility that these interests might be best served by the
continued independence of the Corporation;
(2) whether the proposed transaction might violate federal or state
laws;
(3) not only the consideration being offered in the proposed
transaction, in relation to the then current market price for the
outstanding capital stock of the Corporation, but also to the market
price for the capital stock of the Corporation over a period of
years, the estimated price that might be
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achieved in a negotiated sale of the Corporation as a whole or in
part or through orderly liquidation, the premiums over market price
for the securities of other corporations in similar transactions,
current political, economic and other factors bearing on securities
prices and the Corporation's financial condition and future
prospects; and
(4) the social, legal and economic effects upon employees, suppliers,
customers, creditors and others having similar relationships with the
Corporation, upon the communities in which the Corporation conducts
its business and upon the economy of the state, region and nation.
In connection with any such evaluation, the Board of Directors of the
Corporation is authorized to conduct such investigations and engage in
such legal proceedings as the Board of Directors of the Corporation may
determine.
(v) in addition to any vote of the holders of any class or series of stock
of the Corporation required by law or by this Amended and Restated
Certificate of Incorporation, the affirmative vote of the holders of at
least eighty percent (80%) of the voting power of all of the then
outstanding shares of the capital stock of the Corporation entitled to
vote generally in the election of directors, voting together as a single
class, shall be required to amend any provision of Articles SEVENTH or
EIGHTH of this Amended and Restated Certificate of Incorporation.
EIGHTH: No director or officer shall be personally liable to the
Corporation or its shareholders for damages for breach of any duty owed to the
Corporation or its shareholders, except that this provision shall not relieve a
director or officer from liability for any breach of duty based on an act or
omission (a) in breach of such person's duty of loyalty to the Corporation or
its shareholders, (b) not in good faith or involving a knowing violation of law,
or (c) resulting in receipt by such person of an improper personal benefit. No
amendment to, expiration of or repeal of this Article shall have any effect on
the liability or alleged liability of any director or officer of the Corporation
for or with respect to any acts or omissions of such director or officer
occurring prior to such amendment, expiration or repeal.
IN WITNESS WHEREOF, the undersigned has signed this Amended and Restated
Certificate of Incorporation on behalf of the Corporation this 4th day of June,
1996.
By: ________________________________
Ashok Pandey, President
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