Exhibit 3.1
ARTICLES OF AMENDMENT AND RESTATEMENT
OF SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CARIBOU COFFEE COMPANY, INC.
1. The name of the corporation is Caribou Coffee Company, Inc., a
Minnesota corporation (the "Corporation").
2. The document attached hereto as Exhibit A contains the full text of
the Third Amended and Restated Articles of Incorporation of the
Corporation.
3. The Third Amended and Restated Articles of Incorporation were adopted
by the shareholders of the Corporation at a special meeting of
shareholders held on August 29, 2005, and pursuant to Chapter 302A of
the Minnesota Business Corporation Act.
IN WITNESS WHEREOF, the undersigned, the Chief Executive Officer,
President and Chairman of the Board of the Corporation, being duly authorized on
behalf of the Company, has executed these Articles of Amendment and Restatement
this __ day of ______________, 2005.
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Michael J. Coles
Chief Executive Officer,
President and Chairman of the Board
EXHIBIT A
THIRD AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CARIBOU COFFEE COMPANY, INC.
The Second Amended and Restated Articles of Incorporation of Caribou Coffee
Company, Inc. are hereby amended and restated in their entirety pursuant to
Chapter 302A of the Minnesota Business Corporation Act to read as follows:
ARTICLE I
NAME
The name of the Corporation is Caribou Coffee Company, Inc.
ARTICLE II
REGISTERED OFFICE
The registered office of the Corporation is located at CT Corporation
System, Inc., 495 Second Avenue, South, Minneapolis, Minnesota 55401, and the
registered agent at that office is CT Corporation System, Inc.
ARTICLE III
AUTHORIZED SHARES
3.1 Authorized Capital Stock. The aggregate number of shares of stock which
the Corporation is authorized to issue is 220,000,000 shares, par value $.01 per
share, of which 200,000,000 are designated as common shares (the "Common
Stock"), and 20,000,000 are designated as preferred shares (the "Preferred
Stock"). The shares of Common Stock and Preferred Stock are referred to herein
collectively as the "capital stock."
3.2 Authority Relative to Preferred Stock. Authority is hereby expressly
vested in the Board of Directors of the Corporation, subject to limitations
prescribed by law, to establish and authorize the issuance from time to time of
one or more classes or series of preferred stock and, with respect to each such
class or series, to set forth the designation thereof and determine or fix the
relative rights and preferences thereof.
3.3 Issuance of One Class or Series to Holders of Another. Shares of any
class or series of the Corporation, including shares of any class or series
which are then outstanding, unless otherwise specifically provided in the terms
and preferences of any such particular class or series, may be issued to the
holders of shares of another class or series of the Corporation without the
authorization, approval or vote of the holders of shares of any class or series
of the Corporation.
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ARTICLE IV
NO CUMULATIVE VOTING
No holder of shares of capital stock of the Corporation will have any
cumulative voting rights.
ARTICLE V
NO PREEMPTIVE RIGHTS
Except as otherwise provided by the terms of any class or series of
preferred stock hereinafter created, no holder of shares of any class or series
of capital stock of the Corporation shall have preemptive rights as described in
the Minnesota Business Corporation Act.
ARTICLE VI
ACTION IN WRITING IN LIEU OF A MEETING
An action required or permitted to be taken at a meeting of the Board of
Directors may be taken by a written action signed, or counterparts of a written
action signed in the aggregate, by all of the directors unless the action need
not be approved by the shareholders of the Corporation, in which case the action
may be taken by a written action signed, or counterparts of a written action
signed in the aggregate, by the number of directors that would be required to
take the same action at a meeting of the Board of Directors at which all of the
directors were present.
ARTICLE VII
LIMITATION OF LIABILITY
A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for (i) liability based on a breach of the duty of
loyalty to the Corporation or the shareholders; (ii) liability for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law; (iii) liability based on the payment of an improper dividend
or an improper repurchase of the Corporation's stock under Minnesota Business
Corporation Act Section 302A.559, or a sale of unregistered securities or
securities fraud under Minnesota Statutes Section 80A.23; (iv) liability for any
transaction from which the director derived an improper personal benefit; or (v)
liability for any act or omission occurring prior to the effective date of these
Articles. If Minnesota Statutes Chapter 302A, the Minnesota Business Corporation
Act, hereafter is amended to authorize the further elimination or limitation of
the liability of directors, then the liability of a director of the Corporation,
in addition to the limitation on personal liability provided herein, shall be
limited to the fullest extent permitted by the amended Chapter 302A, the
Minnesota Business Corporation Act. Any repeal or modification of this Article
by the shareholders of the Corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or modification.
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ARTICLE VIII
CONTROL SHARE ACQUISITIONS
Section 302A.671 or any successor section of the Minnesota Business
Corporation Act shall not apply to the Corporation.
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