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ARTICLES OF RESTATEMENT OF
RF MICRO DEVICES, INC.
The undersigned corporation hereby submits these Articles of
Restatement for the purpose of integrating into one document its original
articles of incorporation and all amendments thereto and also for the purpose of
amending its articles of incorporation:
1. The name of the corporation is RF Micro Devices, Inc.
2. Attached hereto as Exhibit A are Restated Articles of Incorporation,
which contain amendments to the Articles of Incorporation requiring
shareholder approval.
3. The Restated Articles of Incorporation of the corporation were adopted
by its shareholders on the 27th day of July, 1999, in the manner
prescribed by Chapter 55 of the North Carolina General Statutes.
This the 27th day of July, 1999.
RF MICRO DEVICES, INC.
By: /s/ David A. Norbury
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David A. Norbury, President
and Chief Executive Officer
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EXHIBIT A
RESTATED ARTICLES OF INCORPORATION
OF
RF MICRO DEVICES, INC.
-------------------------
Pursuant to Section 55-10-07 of the North Carolina General Statutes, RF
Micro Devices, Inc. (the "Corporation") hereby submits the following for the
purpose of amending and restating its articles of incorporation.
1. The name of the Corporation is RF Micro Devices, Inc.
2. Capitalization.
(a) Authorized Shares. The number of shares of stock that the
Corporation shall have authority to issue is (i) 150,000,000 shares of
Common Stock, no par value (the "Common Stock") and (ii) 5,000,000
shares of one or more classes of preferred stock, no par value, to be
established by the Board of Directors of the Corporation as provided
herein (the "Preferred Stock") or one or more series within a class so
established.
(b) Preferred Stock. The Board of Directors is expressly
authorized to establish one or more classes of Preferred Stock or one
or more series within a class of Preferred Stock by fixing and
determining the preferences, limitations and relative rights, including
dividend, liquidation, conversion, voting, redemption and other rights,
preferences and limitations of the class or series of shares so
established, as shall be stated and expressed in the resolution
establishing such class or series and providing for the issuance
thereof adopted by the Board of Directors pursuant to the authority so
to do that is hereby expressly vested in it including, without limiting
the generality of the foregoing, the following:
(i) the designation of such class or series;
(ii) the dividend rate, if any, thereof, the
conditions and dates upon which such dividends shall be
payable, the preference or relation of such dividends to
dividends payable on any other class or classes of capital
stock of the Corporation or series within a class, and whether
such dividends shall be cumulative or noncumulative;
(iii) whether the shares of such class or series
shall be subject to redemption by the Corporation, and, if
made subject to such redemption, the times, prices, rates,
adjustments and other terms and conditions of such redemption;
(iv) the terms and amount of any sinking or similar
fund provided for the purchase or redemption of the shares of
such class or series;
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(v) providing that the shares of such class or series
may be convertible into or exchangeable for shares of capital
stock or other securities of the Corporation or of any other
corporation and the times, prices, rates, adjustments and
other terms and conditions of such conversion or exchange;
(vi) the extent, if any, to which the holders of the
shares of such class or series shall be entitled to vote as a
class, series or otherwise with respect to the election of
directors or otherwise;
(vii) the restrictions and conditions, if any, upon
the issue or reissue of any additional Preferred Stock ranking
on a parity with or prior to such shares as to dividends or
upon dissolution;
(viii) the rights of the holders of the shares of
such class or series upon the dissolution of, or upon the
distribution of assets of, the Corporation, which rights may
be different in the case of voluntary dissolution than in the
case of involuntary dissolution; and
(ix) any other preferences, limitations or relative
rights of shares of such class or series consistent with this
Article 2 and applicable law.
3. The address of the registered office of the Corporation in the State
of North Carolina is 7625 Thorndike Road, Greensboro, Guilford County, North
Carolina 27409, and the name of its registered agent at such address is William
J. Pratt.
4. To the fullest extent permitted by applicable law, no person who is
serving or has served as a director of the Corporation shall have any personal
liability arising out of any action whether by or in the right of the
Corporation or otherwise for monetary damages for breach of any duty as
director. This Article 4 shall not impair any right to indemnity from the
Corporation that any director may now or hereafter have. Any repeal or
modification of this Article 4 shall be prospective only and shall not adversely
affect any limitation hereunder on the personal liability of a director with
respect to modification.
5. The following provisions shall govern certain business combinations
involving the Corporation. Capitalized terms used in this Article 5 and not
otherwise defined in these Articles of Incorporation shall have the meanings
ascribed to them in paragraph 5(d) hereof.
(a) Any Business Combination shall require only such
affirmative vote, if any, as is required by law and any other provision
of these Articles of Incorporation if the Business Combination shall
have been approved by at least a majority of the Continuing Directors
and, if deemed advisable by a majority of the Continuing Directors, the
Board of Directors shall have obtained an opinion of a reputable
investment banking firm to the effect that the financial terms of such
Business Combination are fair from a financial point of view to the
holders of Voting Shares (other than the Interested Shareholder).
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(b) If the provisions of paragraph 5(a) have not been
satisfied, any Business Combination shall require the affirmative vote,
in person or by proxy, at any meeting called as provided in the Bylaws,
of the holders of at least 60% in interest of the issued and
outstanding Voting Shares of the Corporation held by Persons other than
any Interested Shareholder or any Affiliate or Associate of any
Interested Shareholder. Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that some
lesser percentage may be specified by law or in any agreement with any
national securities exchange or otherwise.
(c) The provisions of paragraphs 5(a) and 5(b) shall not be
applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote, if any, as is
required by law and any other provision of these Articles of
Incorporation, if such Business Combination constitutes a transaction
between the Corporation or any Subsidiary and any corporation of which
a majority of the outstanding shares of all classes of stock entitled
to vote in elections of directors is owned of record or beneficially by
the Corporation or its Subsidiaries; provided, however, that this
paragraph 5(c) shall not apply to any transaction to which any
Affiliate of any Interested Shareholder is a party.
(d) For the purposes of these Articles of Incorporation:
(i) The term "Business Combination" shall mean any
transaction that is referred to in any one or more of clauses
(A) through (F) of this subparagraph 5(d)(i) and that occurs
at any time following the closing of a Public Offering:
(A) Any merger, share exchange or
consolidation of the Corporation or any Subsidiary
with or into (1) any Interested Shareholder or (2)
any other entity (whether or not itself an Interested
Shareholder) that immediately before is, or
immediately after such merger, share exchange or
consolidation would be, an Affiliate of an Interested
Shareholder;
(B) Any sale, lease, exchange, mortgage,
pledge, transfer or other disposition (in one
transaction or a series of related transactions) to
or with any Interested Shareholder or any Affiliate
of any Interested Shareholder of any assets of the
Corporation or any Subsidiary when such assets have
an aggregate Fair Market Value of $5,000,000 or more;
(C) The issuance or transfer to any
Interested Shareholder or any Affiliate of any
Interested Shareholder by the Corporation or any
Subsidiary (in one transaction or a series of related
transactions) of any equity securities of the
Corporation or any Subsidiary where such equity
securities have an aggregate Fair Market Value of
$5,000,000 or more;
(D) The adoption of any plan or proposal for
the liquidation or dissolution of the Corporation;
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(E) Any reclassification of securities
(including any reverse stock split), or
recapitalization of the Corporation, or any merger,
share exchange or consolidation of the Corporation
with or into any of its Subsidiaries or any similar
transaction (whether or not with or into or otherwise
involving an Interested Shareholder) that has the
effect, directly or indirectly, of increasing the
percentage of the outstanding shares of any class of
equity or convertible securities of the Corporation
or any Subsidiary that is directly or indirectly
owned by any Interested Shareholder or any Affiliate
of any Interested Shareholder; or
(F) Any agreement, contract or other
arrangement providing for any of the transactions
described in this definition of "Business
Combination."
(ii) A "Person" shall mean any individual, firm,
corporation, partnership, limited liability company or other
entity.
(iii) "Interested Shareholder" shall mean any Person
(other than the Corporation, any Subsidiary or a trustee
holding stock for the benefit of the employees of the
Corporation or its Subsidiaries) who or which, along with any
Affiliates and Associates of the Interested Shareholder:
(A) Is the Beneficial Owner, directly or
indirectly, of more than 15% of the Voting Shares of
the Corporation or a Subsidiary; or
(B) Is an assignee of or has otherwise
succeeded to any share of capital stock of the
Corporation or a Subsidiary that was at any time
within two years prior thereto beneficially owned by
any Interested Shareholder, and such assignment or
succession shall have occurred in the course of a
transaction or series of transactions not involving a
public offering within the meaning of the Securities
Act of 1933.
A Person shall be deemed an Interested Shareholder for the
purpose of this definition if such Person is an Interested
Shareholder as of the record date for the determination of
shareholders entitled to notice of and to vote on any Business
Combination, as of the date any definitive agreement relating
to a Business Combination is entered into or amended so as to
make it less favorable to the Corporation or its shareholders
other than the Interested Shareholder, or immediately prior to
the consummation of any such Business Combination.
(iv) A Person shall be the "Beneficial Owner" of any
Voting Shares:
(A) As to which such Person or any of its
Affiliates and Associates, pursuant to any agreement,
arrangement or understanding, or otherwise, has or
shares, directly or indirectly, voting power,
including the power to vote or direct
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the voting of such shares, or investment power,
including the power to dispose or to direct the
disposition of such shares, or both;
(B) That such Person or any of its
Affiliates or Associates has (1) the right to acquire
(whether such right is exercisable immediately or
only after the passage of time), pursuant to any
agreement, arrangement or understanding or upon the
exercise of conversion rights, exchange rights,
warrants or options, or otherwise or (2) the right to
vote pursuant to any agreement, arrangement or
understanding; or
(C) That are beneficially owned, directly or
indirectly, by any other Person with which such
first-mentioned Person or any of its Affiliates or
Associates has any agreement, arrangement or
understanding for the purpose of acquiring, holding,
voting or disposing of any shares of capital stock of
the Corporation or a Subsidiary, as the case may be.
(v) "Voting Shares" when used with respect to the
Corporation or a Subsidiary shall mean shares of such entity
having power to vote on the election of directors. For the
purpose of determining whether a Person is an Interested
Shareholder pursuant to subparagraph 5(d)(iii), the
outstanding Voting Shares shall include shares deemed owned by
a Beneficial Owner through application of subparagraph
5(d)(iv) but shall not include any other Voting Shares that
may be issuable to any other Person pursuant to any agreement
or upon exercise of conversion rights, warrants or options, or
otherwise.
(vi) "Affiliate" and "Associate" shall have the
respective meanings given those terms in Rule 12b-2 of the
General Rules and Regulations under the Securities Exchange
Act of 1934, as in effect on January 1, 1997.
(vii) "Subsidiary" shall mean any entity of which a
majority of any class of equity security (as defined in Rule
3a11-1 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as in effect on January 1,
1997) is owned, directly or indirectly, by the Corporation;
provided, however, that for the purposes of the definition of
Interested Shareholder set forth in subparagraph 5(d)(iii),
the term "Subsidiary" shall mean only an entity of which a
majority of each class of equity security is owned, directly
or indirectly, by the Corporation.
(viii) "Continuing Director" shall mean an individual
who was a member of the Board of Directors of the Corporation
on the date a Person became an Interested Shareholder;
provided, however, that each individual who was elected as a
member of the Board of Directors at the 1997 Annual Meeting of
the Shareholders of the Corporation shall be deemed to be a
Continuing Director with respect to any Person who was an
Interested Shareholder at or prior to April 10, 1997
notwithstanding the fact that
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he or she may have become a member of the Board of Directors
of the Corporation after the date on which such Person became
an Interested Shareholder.
(ix) "Fair Market Value" shall mean (A) in the case
of stock, the highest closing sales price during the 30-day
period immediately preceding the date in question of a share
of such stock on the Composite Tape for New York Stock
Exchange--Listed Stocks, or, if such stock is not quoted on
the Composite Tape, on the New York Stock Exchange, or, if
such stock is not listed on such Exchange, on the principal
United States securities exchange registered under the
Securities Exchange Act of 1934 on which such stock is listed,
or, if such stock is not listed on any such exchange, as
quoted in the National Association of Securities Dealers, Inc.
Automated Quotations System (National Market System), or, if
such stock is not included in such system, the highest closing
bid quotation with respect to a share of such stock during the
30-day period preceding the date in question on the National
Association of Securities Dealers, Inc. Automated Quotations
System or any system then in use, or, if no such quotations
are available, the fair market value on the date in question
of a share of such stock as determined in good faith by a
majority of Continuing Directors, and (B) in the case of
property other than cash or stock, the fair market value of
such property on the date in question as determined in good
faith by a majority of Continuing Directors.
(e) The Continuing Directors, by a majority vote, shall have
the power to determine for the purposes of this Article 5 on the basis
of information known to them (i) the number of Voting Shares
beneficially owned by any Person, (ii) whether a Person is an Affiliate
or Associate of another, (iii) whether a Person has an agreement,
arrangement or understanding with another as to the matters referred to
in subparagraph 5(d)(iv), (iv) whether the assets of the Corporation or
any Subsidiary have an aggregate fair market value of $5,000,000 or
more, (v) whether the consideration received for the issuance or
transfer of securities by the Corporation or any Subsidiary has an
aggregate fair market value of $5,000,000 or more and (vi) such other
matters with respect to which a determination is necessary or
appropriate under this Article 5.
(f) Nothing contained in this Article 5 shall be construed to
relieve any Interested Shareholder from any fiduciary obligation
imposed by law.
6. Except as otherwise provided herein (and in addition to any other
vote that may be required by law, these Articles of Incorporation or the
Bylaws), following the closing of a Public Offering, the affirmative vote, in
person or by proxy, at any meeting called as provided in the Bylaws, of the
holders of at least 60% in interest of the Voting Shares of the Corporation
issued and outstanding held by Persons other than an Interested Shareholder or
any Affiliate or Associate of any Interested Shareholder shall be required to
amend, alter or repeal Articles 2, 5, 6 or 7 of these Articles of Incorporation
or Section 4 of Article II or Section 2 of Article III of the Bylaws, or to
adopt any new provision inconsistent with such provisions of these Articles of
Incorporation or the Bylaws; provided, however, that if at the time of any such
proposed amendment, alteration, repeal or adoption, (a) there shall exist one or
more Interested Shareholders and at least a majority of the Continuing Directors
approve such proposed amendment, alteration, repeal or adoption, or (b) no such
Interested Shareholder
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exists, and a majority of the members of the Board of Directors approve such
proposed amendment, alteration, repeal or adoption, then the affirmative vote,
in person or by proxy, at any meeting called as provided in the Bylaws, of the
holders of a majority in interest of the issued and outstanding Voting Shares of
the Corporation shall be required to approve such amendment, alteration, repeal
or adoption. Pursuant to Section 55-10-20(a) of the North Carolina General
Statutes, the Board of Directors may adopt, amend or repeal the Bylaws
generally, including any Bylaw adopted, amended or repealed by the shareholders
of the Corporation.
7. The provisions of Articles 9 and 9A of Chapter 55 of the North
Carolina General Statutes shall not be applicable to the Corporation.
IN WITNESS WHEREOF, these Restated Articles of Incorporation are
approved by the shareholders of the Corporation and executed by the President
and Chief Executive Officer and the Secretary of the Corporation, this 27th day
of July, 1999, and supersede and replace all Articles of Incorporation
previously filed on behalf of the Corporation and all amendments thereto.
/s/ David A. Norbury
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David A. Norbury, President
and Chief Executive Officer
/s/ Powell T. Seymour
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Powell T. Seymour, Secretary
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