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EXHIBIT 3.1
RESTATED
CERTIFICATE OF INCORPORATION OF
U.S. TECHNOLOGIES INC.
* * * *
The following is a Restated Certificate of Incorporation of U.S.
Technologies Inc. (the "Corporation"), a corporation incorporated under the laws
of the State of Delaware. The name under which the Corporation was originally
incorporated is CareAmerica Inc., and the date of filing the original
Certificate of Incorporation of the Corporation with the Secretary of State of
the State of Delaware was September 9, 1986. The Corporation changed its name to
U.S. Technologies Inc. by amendment to its Certificate of Incorporation filed on
July 14, 1989. This Restated Certificate of Incorporation was duly adopted by
the directors of the Corporation on October 31, 1997, in accordance with the
provisions of Section 245 of the General Corporation Law of the State of
Delaware. This Restated Certificate of Incorporation integrates all previous
amendments of the Certificate of Incorporation of the Corporation. The
Corporation, therefore, in accordance with Section 245 of the Delaware
Corporation Law, does hereby restate the Certificate of Incorporation as
follows:
1. The name of the Corporation is U.S. Technologies Inc.
2. The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle 19801. The name of its registered agent at such address is The
Corporation Trust Company.
3. 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 Delaware.
4. The aggregate number of shares of all classes of stock which the
Corporation shall have authority to issue is fifty million (50,000,000) shares
of which ten million (10,000,000) shall be Preferred Stock, par value $0.02 per
share, issuable in one or more series and forty million (40,000,000) shall be
Common Stock, par value $0.02 per share.
The Board of Directors of the Corporation is hereby expressly authorized
at any time and from time to time to divide the shares of Preferred Stock into
one or more series, to issue from time to time in whole or in part the shares of
Preferred Stock or the shares of any series thereof, and in the resolution or
resolutions providing for the issue of shares of Preferred Stock or of a
particular series to fix and determine the voting powers, full or limited, or no
voting powers, and such designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof that may be desired, to the fullest extent now or hereafter
permitted by the laws of the State of Delaware; subject, in the case of
preferential amounts payable in the event of involuntary liquidation, to the
limitation set forth in the next paragraph of this Article Four.
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In the resolution or resolutions providing for the issues of shares of a
series of Preferred Stock, the Board of Directors may fix and determine a
preferential amount payable upon such shares in the event of the involuntary
liquidation of the Corporation, provided that, at the time of the adoption of
such resolution or resolutions, the aggregate preferential amount (excluding
accrued unpaid dividends) payable, in the event of involuntary liquidation of
the Corporation, pursuant to the terms of shares of Preferred Stock (including
the shares proposed to be issued pursuant to such resolution or resolutions but
excluding canceled shares) for which such amount is fixed shall not exceed
twenty-five percent of the sum of Preferred Stock, Common Stock, capital surplus
and earned surplus, less treasury shares, of the Corporation determined on a
consolidated basis, as reflected on the most recent year-end consolidated
balance sheet of the Corporation and its Consolidated Subsidiaries which has
been certified by the principal accounting officer of the Corporation, adjusted
to reflect any changes in Preferred Stock, Common Stock, capital surplus and
treasury shares since the date of such balance sheet, including the proposed
issue of such shares of Preferred Stock pursuant to such resolution or
resolutions.
Except for and subject to those rights expressly granted to the holders
of Preferred Stock, or any series thereof, pursuant hereto or pursuant to the
authority hereby vested in the Board of Directors or except as may be provided
by the laws of the State of Delaware, the holders of Common Stock shall have
exclusively all rights of stockholders. The holders of Common Stock shall be
entitled to one vote per share.
5. The Corporation shall have perpetual existence.
6. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
To make, alter or repeal the bylaws of the Corporation.
To authorize and cause to be executed mortgages and liens upon the
real and personal property of the Corporation.
To set apart out of any of the funds of the Corporation available
for dividends a reserve or reserves for any proper purpose and to abolish any
such reserve in the manner in which it was created.
By a majority of the whole Board, to designate one or more
committees, each committee to consist of one or more of the Directors of the
Corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. The bylaws may provide that in the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board of Directors, or in the bylaws of the Corporation, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it, but no
such committee shall have such power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
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substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amending the bylaws of the Corporation; and, unless the resolution or bylaws
expressly so provide, no such committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock.
When and as authorized by the stockholders in accordance with
statute, to sell, lease or exchange all or substantially all of the property and
assets of the Corporation, including its good will and its corporate franchises,
upon such terms and conditions and for such consideration, which may consist in
whole or in part of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as its Board of Directors
may deem expedient and for the best interests of the Corporation.
7. Elections of directors need not be by written ballot unless the
bylaws of the Corporation shall so provide.
Meetings of stockholders may be held within or without the State of
Delaware, as the bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) 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 bylaws of the Corporation.
Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof, or on the application of
any receiver or receivers appointed for this Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.
8. 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 by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
9. To the full extent that the Delaware General Corporation Law, as
it exists on the date hereof or may hereafter be amended, permits the limitation
or elimination of the liability of directors, a director of the Corporation
shall not be liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director. Any amendment to or repeal of this
Article 9 shall not adversely affect any right or protection of a director of
the Corporation for or with respect to any acts or omission of such director
occurring prior to such amendment or repeal.
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IN WITNESS WHEREOF, the undersigned has executed these Restated Articles
of Incorporation on this 24th day of November, 1997.
/s/ Kenneth H. Smith
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Kenneth H. Smith
President and Chief Executive Officer
STATE OF GEORGIA )
) ss.
COUNTY OF FULTON )
Sworn to and subscribed before me on the 24th day of November, 1997 by
Kenneth H. Smith.
Notary Public
My Commission Expires:
(SEAL)