EXHIBIT 3.1
STATE OF CONNECTICUT
Secretary of the State
Amended and Restated Certificate dated March 20, 1987 for Wiltek, Inc.
Certificate attached hereto as Annex A.
This resolution merely restates and does not change the provisions of the
original Certificate of Incorporation as supplemented and amended to date,
except as follows:
Former Article Second has been deleted and all Articles following
renumbered as appropriate; former Article Third now appears as Article
Second and has been restated in its entirety; former Article Fourth now
appears as Article Third and has been restated in its entirety to provide a
class of Preferred Stock and to increase authorized Common Stock by
1,500,000 shares; and a new Article Seven has been added requiring a 75%
shareholder vote on plans for merger, consolidation or sale of assets not
recommended by the board of directors, or a vote to amend Article Seven.
The above resolution was adopted by the board of directors and by
shareholders.
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No. of Shares Vote Required Vote Favoring Adoption
Entitled to Vote Total Voting Power for
Adoption
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4,574,219 100% 2,287,110 2,634,391
We hereby declare, under the penalties of false statement that the
statements made in the foregoing certificate are true:
/s/ J.W. Fitzpatrick /s/ A.R. Hamilton
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Name: J.W. Fitzpatrick Name: A.R. Hamilton
Title: President Title: Secretary
ANNEX A
RESOLVED: That the Certificate of Incorporation of Wiltek, Inc., as
heretofore amended and restated, be amended further and restated to read as
follows:
RESTATED CERTIFICATE OF INCORPORATION
OF
WILTEK, INC.
FIRST: That the name of the corporation is Wiltek, Inc.
SECOND: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be formed under the Stock Corporation Act of
the State of Connecticut and, without limiting in any manner the scope and the
generality of the foregoing, to engage in and carry on the business of providing
communications services to meet the message and data transmission needs of
business and other organizations.
THIRD: The total number of shares of all classes of capital stock which the
Corporation shall have authority to issue is 10,000,000 of which 1,000,000
shares shall be Preferred Stock without par value and 9,000,000 shares shall be
Common Stock without par value.
A. Preferred Stock. The Board of Directors is expressly authorized to
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provide for the issue of all or any shares of the Preferred Stock, in one or
more series, and to fix for each such series such voting powers, full or
limited, or no voting powers, and such designations, preferences and relative,
participating, optional or other special rights and such qualifications,
limitations or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions adopted by the Board of Directors providing for the
issue of such series (a "Preferred Stock Designation") and as may be permitted
by the Stock Corporation Act of the State of Connecticut.
B. Common Stock. Except as otherwise required by law or as otherwise
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provided in any Preferred Stock Designation, the holders of the Common Stock
shall exclusively possess all voting power and each share of Common Stock shall
have one vote.
FOURTH: That the amount of capital stock with which this corporation shall
commence business is not less than One Thousand ($1,000) Dollars.
FIFTH: That the duration of said corporation is unlimited.
SIXTH: Unless otherwise determined by the Board of Directors, no holder of
stock of the corporation shall, as such holder, have any right to purchase or
subscribe for any stock of any class which the corporation may issue or sell,
whether or not exchangeable for any stock of the corporation of any class or
classes and whether out of unissued shares authorized by the certificate of
Incorporation as originally filed or by any amendment thereof or out of shares
of stock of the corporation acquired by it after the issue thereof; nor, unless
otherwise determined by the Board of Directors, shall any holder of any shares
of the capital stock of the corporation, as such holder, have any right to
purchase or subscribe for any security which the corporation may issue or sell
that shall be convertible into, or exchangeable for, any shares of the stock of
the corporation of any class or classes, or to which shall be attached or
appurtenant any warrant or warrants or other instrument or instruments that
shall confer upon the holder or holders of such security the right to subscribe
for or purchase from the corporation any shares of its capital stock of any
class or classes.
SEVENTH: In addition to any affirmative vote required by law, by this
Certificate of Incorporation or by any Preferred Stock Designation, unless
recommended to the shareholders by the Board of Directors (i) any merger or
consolidation of the corporation; (ii) any sale, lease, exchange, mortgage,
pledge, transfer or other disposition (in one transaction or a series of
transactions) of all or substantially all of the assets of the Corporation; or
(iii) any amendment of this Article Seventh of this Certificate of Incorporation
shall require the affirmative vote of the holders of at least 75 percent of the
then-outstanding shares of the stock having voting rights, voting together as a
single class. Such affirmative vote shall be required notwithstanding any other
provisions of this Certificate of Incorporation or any provision of law which
might otherwise permit a lesser vote or no vote.