EXHIBIT 3.1
RESTATED
CERTIFICATE OF INCORPORATION
OF
BELDEN CDT INC.
ARTICLE ONE
The name of the corporation is Belden CDT Inc. (hereinafter referred to
as the "Corporation").
-----------
ARTICLE TWO
The address of the Corporation's registered office in the state of
Delaware is 229 South State Street, in the City of Dover, County of Kent 19901.
The name of its registered agent at such address is The Prentice-Hall
Corporation System, Inc.
ARTICLE THREE
The nature of the business or purposes to be conducted or promoted 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.
ARTICLE FOUR
Authorized Shares. After giving effect to the reclassification of the
Old Common Stock (as defined below) into New Common Stock (as defined below)
pursuant to the immediately following paragraph of this Article Four, the total
number of shares of all classes of stock of which the Corporation shall have
authority to issue is Two Hundred and Two Million (202,000,000), of which Two
Hundred Million (200,000,000) shares shall be common stock, par value of One
Cent ($0.01) per share ("Common Stock"), and Two Million (2,000,000) shares
------------
shall be Preferred Stock, par value of One Cent ($0.01) per share ("Preferred
Stock"). ---------
- -----
Effective as of 4:01 p.m. (Eastern Daylight Saving Time) on July 15,
2004 (the "Effective Time"), each two (2) shares of Common Stock of the
--------------
Corporation issued and outstanding or reserved for issuance or held in treasury
as of the Effective Time (the "Old Common Stock") shall automatically, and
----------------
without any action by the holder thereof, be reclassified into one (1) share of
Common Stock (the "New Common Stock"), and each certificate which prior to the
----------------
Effective Time represented two (2) shares of the Old Common Stock shall, from
and after the Effective Time, be deemed to represent one (1) share of the New
Common Stock. In connection with the preceding calculation, the Corporation
shall not issue fractional shares but shall instead make a cash payment in lieu
of any fractional shares, which payment shall be an amount equal to the product
(rounded
to the nearest whole cent) obtained by multiplying (A) the fraction of a share
of New Common Stock such holder would otherwise be entitled to receive upon the
Effective Time as a result hereof, multiplied by (B) (i) two (2) times (ii) the
average closing price of one share of Old Common Stock for the ten (10) most
recent trading days that the Old Common Stock has traded ending on the trading
day one day prior to the Effective Time, as reported on the New York Stock
Exchange.
The respective preferences, limitations, designations and relative
rights of the Common Stock and the Preferred Stock are as follows:
4.1 A statement of the designations, powers, rights, qualifications,
limitations and restrictions in respect of the Common Stock is as follows:
4.1.1 Voting Rights.
(a) Except as otherwise provided in this Certificate
of Incorporation or required by applicable law, the holders of the Common Stock
shall be entitled to vote on each matter on which the stockholders of the
Corporation shall be entitled to vote, and each holder of Common Stock shall be
entitled to one vote for each share of Common Stock held by such holder.
4.1.2 Dividends. The Board of Directors of the Corporation
may cause dividends to be paid to holders of shares of Common Stock out of funds
legally available for the payment of dividends. Any such dividend or
distribution shall be payable on all outstanding shares of Common Stock on an
equal basis.
4.1.3 Liquidation. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, all
distributions on shares of Common Stock of the Corporation shall be payable to
the holders of all outstanding shares of Common Stock on an equal basis.
4.2 A statement of the designations, powers, rights, qualifications,
limitations and restrictions in respect of the Preferred Stock is as follows:
4.2.1 Shares of Preferred Stock may be issued from time to
time in one or more series. The Board of Directors of the Corporation is hereby
authorized to determine and alter all rights, preferences and privileges and
qualifications, limitations and restrictions thereof (including, without
limitation, voting rights and the limitation and exclusion thereof) granted to
or imposed upon any wholly unissued series of Preferred Stock and the number of
shares constituting any such series and the designation thereof, and to increase
or decrease (but not below the number of shares of such series then outstanding)
the number of shares of any series subsequent to the issue of shares of that
series then outstanding. In case the number of shares of any series is so
decreased, the shares constituting such reduction shall resume the status which
such shares had prior to the adoption of the resolution originally fixing the
number of shares of such series.
ARTICLE FIVE
The Corporation is to have perpetual existence.
ARTICLE SIX
In furtherance and not in limitation of the powers conferred by
statute, the board of directors of the Corporation is expressly authorized to
make, alter or repeal the by-laws of the Corporation.
ARTICLE SEVEN
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws of the Corporation may provide. The books of the
Corporation may be kept outside the State of Delaware at such place or places as
may be designated from time to time by the board of directors or in the by-laws
of the Corporation. Election of the Directors need not be by written ballot
unless the by-laws of the Corporation so provide.
ARTICLE EIGHT
To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a director of
this Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director. Any repeal or
modification of this ARTICLE EIGHT shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
ARTICLE NINE
The Corporation expressly elects not to be governed by Section 203 of
the General Corporation Law of the State of Delaware.
ARTICLE TEN
The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation in the manner now
or hereafter prescribed herein and by the laws of the State of Delaware, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
* * * * *