EXHIBIT 3.1
CERTIFICATE AMENDING AND RESTATING
CERTIFICATE OF INCORPORATION
BY ACTION OF
BOARD OF DIRECTORS AND SHAREHOLDERS
(Stock Corporation)
1. The name of the corporation is Bolt Associates, Inc.
2. The Certificate of Incorporation is amended and restated by
the following resolutions of directors and shareholders.
RESOLVED, that the Certificate of Incorporation of
the corporation be amended and restated to read as follows:
Restated Certificate of Incorporation
Of Bolt Technology Corporation
1. The name of the corporation is Bolt Technology
Corporation.
2. The nature of the business to be transacted, or the
purposes to be promoted or carried out by the corporation are
as follows:
a. To manufacture, fabricate, assemble, sell,
distribute, license, export, and import and deal in all
kinds and forms of scientific instruments and appliances
and parts, goods, wares, merchandise and personal property
of every nature, kind and description whatsoever.
b. To engage in any mercantile, manufacturing or
trading business of any kind or character whatsoever
throughout the world, and to do all things incidental to
any such business.
c. To adopt, purchase or otherwise acquire and own,
control and operate under letters patent issued by the
United States or by the government of any other country
whatsoever securing any invention or improvement or any
license or rights under any such letters patent which may
be deemed necessary, convenient, expedient or useful in the
prosecution of its business and to sell such patents or
patent rights, or to grant licenses or rights thereunder to
others, and to sue for any infringement upon the right of
said corporation.
d. To apply for, obtain, register, purchase, lease or
otherwise acquire and to hold, use, pledge, lease, sell,
assign or otherwise dispose of formulas, secret processes,
distinctive marks, improvements, processes, trade names,
trade marks, copyrights, patents, licenses, concessions,
and the like, whether used in connection with or secured
under Letters Patent of or issued by any country or
authority; and to issue, exercise, develop and grant
licenses in respect thereof or otherwise turn the same to
account.
e. To purchase, or otherwise acquire, hold, own,
sell, pledge, transfer, or otherwise dispose of, and to
reissue or cancel the share of its own capital stock or any
securities or other obligations of the corporation in the
manner and to the extent now or hereafter permitted by the
laws of the jurisdiction of incorporation of this
corporation.
f. To acquire, purchase, hold, operate, develop,
lease, mortgage, pledge, exchange, sell, transfer, or
otherwise invest, trade, or deal in, in any manner
permitted by law, real and personal property of every kind
and description or any interest therein.
g. To borrow or raise moneys for any of the purposes
of the corporation and from time to time, without limit as
to amount, to draw, make, accept, endorse, guarantee,
execute and issue promissory notes, drafts, bills of
exchange, warrants, bonds, debentures and other negotiable
or non-negotiable instruments and evidences of
indebtedness, and to secure the payment thereof, and of the
interest thereon by mortgage on or pledge, conveyance or
assignment in trust of, the whole
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or any part of the assets of the corporation real or
personal or mixed, including contract rights, whether at
the time owned or thereafter acquired, and to sell, pledge
or otherwise dispose of such securities or other
obligations of the corporation for its corporate purposes.
h. The foregoing enumerated powers shall not be in
limitation of the rights, powers and privileges of this
corporation, it being the intention of the corporation to
exercise all the rights, powers and privileges granted to
corporations under the General Laws of the State of
Connecticut, which powers and privileges are not expressly
prohibited thereby and to conduct in any manner whatsoever
any business or businesses necessary, incidental, or
connected with the foregoing enumerated purposes.
i. The foregoing clauses shall be construed as powers
as well as objects and purposes, and the matters expressed
in each clause shall, unless herein otherwise expressly
provided, be in no wise limited by reference to or
inference from the terms of any other clause, but shall be
regarded as independent objects, purposes and powers and
the enumeration of specific objects, purposes and powers
shall not be construed to limit or restrict in any manner
the meaning of general terms or the general powers of the
corporation; nor shall the expression of one thing be
deemed to exclude another nor expressed, although it be of
like nature.
j. To do everything necessary, proper, advisable, or
convenient for the accomplishment of any of the purposes or
the attainment of any of the objects or the furtherance of
any of the powers herein set forth and to do every other
act and thing incidental thereto or connected therewith,
provided the same to be not forbidden by the laws of the
jurisdiction of incorporation of this corporation.
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3. The designation of each class of shares, the authorized
number of shares of each such class with par value and the
authorized number of shares of each class without par value
are as follows:
3,600,000 shares of common stock without par value.
4. The terms, limitations and relative rights and
preferences of each class of shares and series thereof
(if any), or an express grant of authority to the board of
directors pursuant to Section 33-341 of the Conn. General
Statues, are as follows:
The holders of the common stock shall be entitled to
one vote for each share of common stock held by them
of record.
5. The minimum amount of stated capital with which the
corporation shall commence business is One Thousand Dollars
($1,000).
6. The duration of the corporation is to be perpetual.
7. No shareholder shall be entitled, as a matter of right
merely because he is a shareholder, to subscribe for or
purchase any part of any new or additional issue of shares of
any class of stock or of any other securities, including
warrants or other rights to purchase, of the corporation
convertible into stock of any class whatsoever, whether now or
hereafter authorized, or out of shares of stock of the
corporation acquired by it after issuance, and whether issued
for cash, property, services or otherwise.
3 (a) The above resolutions merely restate and do not change the
provisions of the original Certificate of Incorporation as supplemented and
amended to date except the name of the corporation was amended as set forth in
paragraph 1; the capital stock of the corpor-
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ation was changed as set forth in paragraph 3 to eliminate authority to issue
preferred stock and Class A and Class B common stock and to authorize the
issuance of 3,600,000 shares of common stock without par value; the terms,
preferences and rights of each class of stock were limited to the common stock
without par value as set forth in paragraph 4 because the previously authorized
preferred stock and the Class A and Class B common stock are no longer
authorized; and the other changes pertain to modifications in capitalization,
the use of arabic numbers rather than designations such as FIRST, SECOND, etc.
to identify paragraphs and the use of letters rather than arabic numbers to
identify subparagraphs of paragraph 2 of the Certificate of Incorporation.
(b) Other than as indicated in paragraph 3(a), there is no discrepancy
between the provisions of the original Certificate of Incorporation as
supplemented and amended to date, and the provisions of this Certificate
Amending and Restating the Certificate of Incorporation.
4. The above resolutions were adopted by the board of directors and by
shareholders on May 21, 1981.
5. Only the holders of shares of Class A and Class B common stock were
entitled to vote as separate classes upon the above resolutions since there is
no other class of stock currently outstanding:
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Designation of Class,
Number of Shares Outstanding Vote Required Vote Favoring
and Entitled to Vote For Adoption Adoption
- ---------------------------- ------------ -------------
48,535 Shares of Class 32,357 43,975
A Common Stock
485,350 Shares of Class 323,567 416,218
B Common Stock
Dated at Norwalk, Connecticut this 21st day of May, 1981.
We hereby declare, under the penalties of false statement that
the statements made in the foregoing certificate are true.
/s/ Bernard Luskin
-----------------------------
Bernard Luskin
President
/s/ Gordon R. Erickson
-----------------------------
Gordon R. Erickson
Secretary
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CERTIFICATE AMENDING THE RESTATED
CERTIFICATE OF INCORPORATION
BY ACTION OF
BOARD OF DIRECTORS AND SHAREHOLDERS
(Stock Corporation)
1. The name of the corporation is Bolt Technology Corporation.
2. The Restated Certificate of Incorporation is amended by the following
resolution of directors and shareholders.
RESOLVED, that paragraph 3 of the Restated Certificate of
Incorporation of the corporation be amended to read in its
entirety as follows:
3. The designation of each class of shares, the authorized number
of shares of each such class with par value and the authorized
number of shares of each class without par value are as follows:
9,000,000 shares of common stock
without par value.
3. (a) The above resolution changes the provisions of the Restated
Certificate of Incorporation by increasing the number of authorized shares of
common stock without par value from 3,600,000 shares to 9,000,000 shares.
(b) Other than as indicated in paragraph 3(a), there is no
discrepancy between the provisions of the Restated Certificate of Incorporation
as supplemented and amended to date, and the provisions of this Certificate
Amending the Restated Certificate of Incorporation.
4. The above resolution was adopted by the board of directors on August 12,
1981 and by shareholders on September 10, 1981.
5. The holders of shares of common stock outstanding on August 12, 1981 were
entitled to vote upon the above resolution since there is no other class of
stock currently outstanding:
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Designation of Class,
Number of Shares Outstanding Vote Required Vote Favoring
and Entitled to Vote For Adoption Adoption
- ---------------------------- ------------- -------------
2,750,275 Shares of
Common Stock 1,833,517 2,338,985
Dated at Norwalk, Connecticut this 11th day of September, 1981.
We hereby declare, under the penalties of false statement that
the statements made in the foregoing certificate are true.
/s/ Bernard Luskin
----------------------------------
Bernard Luskin, President
/s/ Gordon R. Erickson
----------------------------------
Gordon R. Erickson, Secretary
CERTIFICATE AMENDING THE RESTATED
CERTIFICATE OF INCORPORATION
BY ACTION OF
BOARD OF DIRECTORS AND SHAREHOLDERS
(Stock Corporation)
1. The name of the corporation is Bolt Technology Corporation.
2. The Restated Certificate of Incorporation is amended by the following
resolution of directors and shareholders.
RESOLVED, that the Restated Certificate of Incorporation of the
corporation be, and it hereby is, amended by adding paragraph 8 to read
in its entirety as follows:
8. a. The affirmative vote or consent of the holders of ninety-five
percent (95%) of all shares of stock of the corporation unconditionally
entitled to vote in elections of directors, considered for the purposes
of this paragraph 8 as one class, shall be required for the adoption or
authorization of a business combination (as hereinafter defined) with
any other entity (as hereinafter defined) if, as of the record date for
the determination of stockholders entitled to notice thereof and to
vote thereon or consent thereto, such other entity is the beneficial
owner, directly or indirectly, of more than thirty per cent (30%) of
the outstanding shares of stock of the corporation unconditionally
entitled to vote in elections of directors considered for the purposes
of this paragraph 8 as one class; PROVIDED that such ninety-five
percent (95%) voting requirement shall not be applicable if:
(i) The cash, or fair market value of other consideration, to be
received per share by common stockholders of the corporation in such
business combination bears the same or a greater percentage
relationship to the market price of the corporation's common stock
immediately prior to the public announcement of such business
combination as the highest per share price (including brokerage
commissions and/or soliciting dealers' fees) which such other entity
has theretofore paid for any of the shares of the corporation's common
stock already owned by it bears to the market price of the common stock
of the corporation immediately prior to the
commencement of acquisition of the corporation's common stock by such
other entity;
(ii) The cash, or fair market value of other consideration, to be
received per share by common stockholders of the corporation in such
business combination (a) is not less than the highest per share price
(including brokerage commissions and/or soliciting dealers' fees) paid
by such other entity in acquiring any of its holdings of the
corporation's common stock, and (b) is not less than the earnings per
share of common stock of the corporation for the four full consecutive
fiscal quarters immediately preceding the record date for solicitation
of votes on such business combination, multiplied by the then
price/earnings multiple (if any) of such other entity as customarily
computed and reported in the financial community;
(iii) After such other entity has acquired a thirty per cent (30%)
interest and prior to the consummation of such business combination:
(a) such other entity shall have taken steps to ensure that the
corporation's Board of Directors included at all times representation
by continuing director(s) (as hereinafter defined) proportionate to the
stockholdings of the corporation's common stockholders not affiliated
with such other entity (with a continuing director to occupy any
resulting fractional board position); (b) there shall have been no
reduction in the rate of dividends payable on the corporation's common
stock, if the corporation shall have established a policy of paying
periodic dividends, except as may have been approved by a unanimous
vote of the directors; (c) such other entity shall not have acquired
any newly issued shares of stock, directly or indirectly, from the
corporation (except upon conversion of convertible securities acquired
by it prior to obtaining a thirty per cent (30%) interest or as a
result of a pro rata stock dividend or stock split); and (d) such other
entity shall not have acquired any additional shares of the
corporation's outstanding common stock or securities convertible into
common stock except as a part of the transaction which results in such
other
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entity acquiring its thirty per cent (30%) interest;
(iv) Prior to the consummation of such business combination, such other
entity shall not have (a) received the benefit, directly or indirectly
(except proportionately as a stockholder), of any loans, advances,
guarantees, pledges or other financial assistance or tax credits
provided by the corporation, or (b) made any major change in the
corporation's business or equity capital structure without the
unanimous approval of the directors; and
(v) A proxy statement responsive to the requirements of the Securities
Exchange Act of 1934 shall be mailed to public stockholders of the
corporation for the purpose of soliciting stockholder approval of such
business combination and shall contain at the front thereof, in a
prominent place, any recommendation as to the advisability (or
inadvisability) of the business combination which the continuing
directors, or any of them, may choose to make and, if deemed advisable
by a majority of the continuing directors, an opinion of a reputable
investment banking firm as to the fairness (or not) of the terms of
such business combination, from the point of view of the remaining
public stockholders of the corporation (such investment banking firm to
be selected by a majority of the continuing directors and to be paid a
reasonable fee for their services by the corporation upon receipt of
such opinion).
The provisions of this paragraph 8 shall also apply to a business
combination with any other entity which at any time has been the
beneficial owner, directly or indirectly, of more than thirty per cent
(30%) of the outstanding shares of stock of the corporation
unconditionally entitled to vote in elections of directors considered for
the purposes of this paragraph 8 as one class, notwithstanding the fact
that such other entity has reduced its shareholdings below thirty per cent
(30%) if, as of the record date for the determination of stockholders
entitled to notice of and to vote on or consent to the
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business combination, such other entity is an "affiliate" of the
corporation (as hereinafter defined).
b. As used in this paragraph 8, (i) the term "other entity" shall
include any corporation, person or other entity and any other entity
with which it or its "affiliate" or "associate" (as defined below) has
any agreement, arrangement or understanding, directly or indirectly,
for the purpose of acquiring, holding, voting or disposing of stock of
the corporation, or which is its "affiliate" or "associate" as those
terms are defined in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934 as in effect on April 1,
1978, together with the successors and assigns of such persons in any
transaction or series of transactions not involving a public offering
of the corporation's stock within the meaning of the Securities Act of
1933; (ii) an other entity (as defined above) shall be deemed to be the
beneficial owner of any shares of stock of the corporation which it has
the right to acquire pursuant to any agreement, or upon exercise of
conversion rights, warrants or options, or otherwise; (iii) the
outstanding shares of any class of stock of the corporation shall
include shares deemed owned through application of clause (ii) above
but shall not include any other shares which may be issuable pursuant
to any agreement, or upon exercise of conversion rights, warrants or
options, or otherwise; (iv) the term "business combination" shall
include any merger or consolidation of the corporation with or into any
other corporation, or the sale or lease of all or any substantial part
of the assets of the corporation to, or any sale or lease to the
corporation or any subsidiary thereof in exchange for securities of the
corporation of any asset, (except assets having an aggregate fair
market value of less than $5 million) of any other entity; (v) the term
"continuing director" shall mean a person who was a member of the Board
of Directors of the corporation elected by the public stockholders
prior to the time that such other entity acquired in excess of ten per
cent (10%) of the stock of the corporation unconditionally entitled to
vote in the election of directors, or a person
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recommended to succeed a continuing director by a majority of the
remaining continuing directors; and (vi) for the purposes of paragraphs
(i) and (ii) of Section a of this paragraph 8 the term "other
consideration to be received" shall include common stock of the
corporation retained by its existing public stockholders in the event
of a business combination with such other entity in which the
corporation is the surviving corporation.
c. A majority of the continuing directors shall have the power and duty
to determine for the purposes of this paragraph 8, on the basis of
information known to them, whether (i) such other entity beneficially
owns more than thirty per cent (30%) of the outstanding shares of stock
of the corporation unconditionally entitled to vote in election of
directors, (ii) any entity is an "affiliate" or "associate" (as defined
above) of an other entity, (iii) an other entity has an agreement,
arrangement or understanding with another, or (iv) the assets being
acquired by the corporation, or any subsidiary thereof, have an
aggregate fair market value of less than $5,000,000.
d. No amendment to the Certificate of Incorporation of the corporation
shall amend, alter, change or repeal any of the provisions of this
paragraph 8, unless the amendment effecting such amendment, alteration,
change or repeal shall receive the affirmative vote or consent of the
holders of ninety-five per cent (95%) of all shares of stock of the
corporation unconditionally entitled to vote in election of directors,
considered for the purposes of this paragraph 8 as one class; provided
that this paragraph d shall not apply to, and such ninety-five per cent
(95%) vote or consent shall not be required for, any amendment,
alteration, change or repeal unanimously recommended to the
stockholders by the Board of Directors of the corporation if all of
such directors are persons who would be eligible to serve as
"continuing directors" within the meaning of Section b of this
paragraph 8.
e. Nothing contained in this paragraph 8 shall be construed to relieve
any other entity
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from any fiduciary obligation imposed by law.
3. (a) The above resolution changes the provisions of the Restated
Certificate of Incorporation by increasing the voting requirement to ninety-five
percent (95%) of all shares entitled to vote to effect certain business
combinations subject to certain exceptions.
(b) Other than as indicated in paragraph 3(a), there is no
discrepancy between the provisions of the Restated Certificate of Incorporation
as supplemented and amended to date, and the provisions of this Certificate
Amending the Restated Certificate of Incorporation.
4. The above resolution was adopted by the board of directors on
September 7, 1983 and by shareholders on October 25, 1983.
5. The corporation has at least one hundred recordholders.
6. The holders of shares of common stock outstanding on September 9,
1983 were entitled to vote upon the above resolution since there was no other
class of stock then outstanding:
Designation of Class,
Number of Shares Outstanding Vote Required Vote Favoring
and Entitled to Vote For Adoption Adoption
- --------------------------------- ------------ -------------
4,459,455 Shares of 2,229,728 2,337,133
Common Stock
Dated at Norwalk, Connecticut this 7th day of August, 1996.
We hereby declare, under penalties of false statement that the
statements made in the foregoing certificate are true.
/s/ Raymond M. Soto
--------------------------------
Raymond M. Soto, President
/s/ Alan Levy
--------------------------------
Alan Levy, Secretary
6
CERTIFICATE AMENDING THE RESTATED
CERTIFICATE OF INCORPORATION
BY ACTION OF
BOARD OF DIRECTORS AND SHAREHOLDERS
(Stock Corporation)
1. The name of the corporation is Bolt Technology Corporation.
2. The Restated Certificate of Incorporation is amended by the
following resolution of directors and shareholders.
RESOLVED, that the Restated Certificate of Incorporation of
the corporation be, and it hereby is, amended by adding
paragraph 9 to read in its entirety as follows:
9. A director of the corporation shall under no circumstances
have any personal liability to the corporation or its
shareholders for monetary damages for breach of duty as a
director for an amount in excess of the compensation received
by the director for serving the corporation during the year of
the violation except for those specific breaches as to which
Section 33-290 of the Connecticut General Statutes prohibits
limiting such personal liability. This provision shall not be
effective prior to its adoption by the directors and
shareholders of the corporation.
3. (a) The above resolution changes the provisions of the
Restated Certificate of Incorporation by limiting a director's personal
liability for monetary damages for breach of duty to an amount that does not
exceed the compensation received by the director for serving the corporation
during the year of the violation, subject to certain statutory exceptions.
(b) Other than as indicated in paragraph 3(a), there is no
discrepancy between the provisions of the Restated Certificate of Incorporation
as supplemented and amended to date, and the provisions of this Certificate
Amending the Restated Certificate of Incorporation.
4. The above resolution was adopted by the board of directors on
October 18, 1989 and by shareholders on November 21, 1989.
5. The corporation has at least one hundred recordholders.
6. The holders of shares of common stock outstanding on
October 13, 1989 were entitled to vote upon the above resolution since there was
no other class of stock then outstanding:
Designation of Class,
Number of Shares Outstanding Vote Required Vote Favoring
and Entitled to Vote For Adoption Adoption
- ---------------------------------- ------------- --------------
4,695,310 Shares of 2,347,656 3,504,228
Common Stock
Dated at Norwalk, Connecticut this 9th day of August, 1996.
We hereby declare, under penalties of false statement that the
statements made in the foregoing certificate are true.
/s/ Raymond M. Soto
-------------------------------
Raymond M. Soto, President
/s/ Alan Levy
-------------------------------
Alan Levy, Secretary
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CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
BOLT TECHNOLOGY CORPORATION
(A Connecticut Stock Corporation)
1. The name of the corporation is Bolt Technology Corporation (the
"Corporation").
2. The Restated Certificate of Incorporation of the Corporation, as
amended, is hereby further amended to add a new Article 10 to read in
its entirety as follows (the "Amendment"):
10. The Board of Directors, as constituted from time
to time in accordance with the By-Laws of the Corporation,
shall be and is divided into three groups with each group
containing approximately the same percentage of the total and
with the term of office of one group expiring each year at the
annual meeting of shareholders. At each annual meeting of
shareholders, directors shall be elected for a term of office
to expire at the third succeeding annual meeting of
shareholders after their election. Each director shall hold
office until the expiration of the term for which elected and
until such director's respective successor is elected and
qualified, subject to such director's earlier death,
resignation, disqualification or removal. The Board of
Directors shall designate the directors that will be included
in each group from time to time, and in furtherance thereof,
in the event of any change in the authorized number of
directors, the Board of Directors shall apportion any newly
created directorships among, or reduce the number of
directorships in, such group or groups as shall, so far as
possible, equalize the number of directors in each group.
3. The Amendment was approved by the Corporation's Board of Directors on
September 20, 2001 and by its shareholders on November 20, 2001.
4. Vote Information: The Corporation has one authorized class of capital
stock, designated as common stock, entitled to vote on the Amendment as
a single voting group which is held by more than one hundred
shareholders of record. The holders of record of shares of the common
stock outstanding on October 10, 2001 were entitled to vote on the
Amendment. The results of the vote by the shareholders so entitled to
vote on the Amendment are as follows:
(a) No. of outstanding shares as of record date: 5,408,733
(b) No. of votes entitled to be cast by only voting group: 5,408,733
(c) No. of votes indisputably represented: 4,959,238
(d) No. of votes cast for the Amendment: 1,821,475
(e) No. of votes cast against the Amendment: 650,482
Dated November 30, 2001.
/s/ Raymond M. Soto
--------------------------------------
Name: Raymond M. Soto
Title: President and
Chief Executive Officer
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