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EXHIBIT 3(i).1
RESTATED CERTIFICATE OF INCORPORATION
OF
MINIMED INC.
MiniMed Inc., a corporation organized and existing under the laws of the
State or Delaware, hereby certifies as follows:
1. The name of the corporation is MiniMed Inc. MiniMed Inc. was
originally incorporated under the same name and the original Certificate of
Incorporation of the corporation was filed with the Secretary of State of the
State of Delaware on January 22, 1993.
2. Pursuant to Sections 242 and 245 of the General Corporation Law of
the State of Delaware, this Restated Certificate of Incorporation restates and
integrates and further amends the provisions of the Certificate of Incorporation
of this corporation.
3. This Restated Certificate of Incorporation was duly adopted in
accordance with Sections 242 and 245 of the General Corporation Law of the State
of Delaware.
4. The text of the Restated Certificate of Incorporation is hereby
restated and further amended to read in its entirety as follows:
ARTICLE I
NAME OF CORPORATION
The name of this corporation is
MiniMed Inc.
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ARTICLE II
REGISTERED OFFICE
The address of the registered office of the corporation in the State of
Delaware is 1013 Centre Road, in the City or Wilmington, County of New Castle,
and the name of its registered agent at that address is Corporation Service
Company.
ARTICLE III
PURPOSE
The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
ARTICLE IV
AUTHORIZED CAPITAL STOCK
The total number of shares of all classes of stock which the corporation
shall have the authority to issue shall be 110,000,000 shares, consisting of
100,000,000 shares of Common Stock, with a par value of one cent ($.01) per
share and 10,000,000 shares of Preferred Stock, with a par value of $.01 per
share (the "Preferred Stock").
The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is expressly authorized to fix, by resolution or
resolutions providing for the issue of any series of Preferred Stock the number
of shares included in such series and the voting powers, designations,
preferences and relative participating optional or other rights, if any, of such
series, and the qualifications, limitations or restrictions thereof and, except
as otherwise provided in respect of any such series, to increase or decrease the
number of shares of any such series (but not below the number of shares thereof
then outstanding). In case the number of shares of any such series shall be so
decreased, the shares constituting such decrease shall resume the status which
they had prior to the adoption of the resolution or resolutions originally
fixing the number of shares of such series. The number of authorized shares of
Preferred Stock may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of the holders of a
majority of the stock of the corporation entitled to vote irrespective of
Section 242 of the General Corporation Law or any successor provision requiring
that such an increase or decrease be voted upon by the holders of the Preferred
Stock voting as a separate class.
ARTICLE V
INCORPORATOR
The name and mailing address of the incorporator of the corporation is:
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Alfred E. Mann
MiniMed Inc.
12744 San Fernando Road
Sylmar, California 91342
ARTICLE VI
BOARD POWER REGARDING BYLAWS
In furtherance and not in limitation of the powers conferred by the laws
of the State of Delaware, the Board of Directors of the corporation is expressly
authorized to make, alter and repeal the bylaws of the corporation, subject to
the power of the stockholders of the corporation to alter or repeal any bylaw
whether adopted by them or otherwise.
ARTICLE VII
DIRECTORS
SECTION 7.01 Definitions. For purposes of this Restated Certificate of
Incorporation:
(a) "Continuing Director" means as to any Interested Stockholder, any
member of the Board of Directors of the corporation who (i) is unaffiliated with
and is not the Interested Stockholder and (ii) was a member of the Board of
Directors of the corporation prior to June 30, 1995 or thereafter became a
member of the Board prior to the time that the Interested Stockholder became an
Interested Stockholder, and any successor of a Continuing Director who is
recommended to succeed a Continuing Director by a majority of the Continuing
Directors then on the Board.
(b) "Disinterested Shares" means, as to any Interested Stockholder,
shares of Voting Stock, Owned Beneficially and of record by stockholders other
than such Interested Stockholder.
(c) "Interested Stockholder" shall have the meaning set forth in Section
2 03 of the Delaware General Corporation Law (as such section exists on the date
hereof) but shall not include any person who Owned Beneficially shares of Common
Stock in excess of the 15% limitation set forth therein as of May 23, 1995.
(d) "Owned Beneficially" refers to the ownership of shares set forth in
Rule 13d-3 of the Securities Act of 1934 as in effect on May 23, 1995.
(e) "Voting Stock" means all outstanding shares of capital stock of the
corporation entitled to vote generally in the election of directors of the
corporation, and each reference to a percentage or portion of shares of Voting
Stock shall refer to such percentage or portion of the votes entitled to be cast
by such shares."
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SECTION 7.02 Number; Election and Terms. Except as otherwise provided
for or fixed pursuant to the provisions of Article IV of this Restated
Certificate of Incorporation relating to the rights of the holders of any series
of Preferred Stock to elect additional directors, the total number of directors
constituting the entire Board shall be fixed from time by the Board of
Directors. Directors need not be stockholders. Other than with respect to those
directors elected by the holders of any series of Preferred Stock provided for
or fixed pursuant to the provisions of Article IV hereof, there shall be three
classes of directors (each, a "Class"), as equal in number as possible, known as
Class 1, Class 2 and Class 3. The terms of office for the initial Class 1, Class
2 and Class 3 directors shall be as follows: the term of office of the initial
Class 1 directors will expire at the 2000 annual meeting of stockholders; the
term of office of the initial Class 2 directors will expire at the 2001 annual
meeting of stockholders; and the term of office of the initial Class 3 directors
will expire at the 2002 annual meeting of stockholders. At each annual meeting
of stockholders following such initial classification and election, each
director elected to succeed those directors whose terms expire shall be elected
for a term of office to expire at the third succeeding annual meeting of
stockholders after his election unless, by intervening changes in the authorized
number of directors, the Board shall designate the vacant directorship as a
directorship of another class in order more nearly to achieve equality in the
number of directors among classes. Notwithstanding the foregoing, each of the
directors shall hold office until his successor shall have been duly elected and
shall qualify or until he shall die, resign or have been removed in the manner
hereafter provided.
SECTION 7.03 Removal. Subject to the rights of the holders of any
Preferred Stock then outstanding, any director, or the entire board, may be
removed from office at any time, but only (1) for cause and (2) by the
affirmative vote of the holders of the majority of the Voting Stock; provided,
however, that if a proposal to remove a director is made by or on behalf of an
Interested Stockholder or by a director who is not a Continuing Director as to
an Interested Stockholder, then in addition to (1) and (2) above, such removal
shall require the affirmative vote of the holders of a majority of the
Disinterested Shares.
SECTION 7.04 Vacancies. Vacancies resulting from the death, resignation,
removal, increase in the number of directors, or any other cause shall be filled
only by a majority vote of the remaining directors, although less than a quorum
(unless there are no directors, in which case vacancies will be filled by the
stockholders) in accordance with the rule that each Class of directors shall be
as nearly equal in number of directors as possible, provided, however, that if
one or more Interested Stockholders then exists, vacancies resulting from the
death, resignation or removal of a Continuing Director can only be filled by the
vote of a majority of the remaining Continuing Directors or, if there are no
Continuing Directors, by (i) the affirmative vote of the holders of not less
than eighty percent (80%) of the outstanding shares of Voting Stock and (ii) the
affirmative vote of the holders of a majority of the Disinterested Shares as to
all Interested Stockholders. Notwithstanding the foregoing, in the event of any
change in the authorized number of directors, each director then continuing to
serve as such will nevertheless continue as a director of the Class of which he
or she is a member until the expiration of his current term or his earlier
death, resignation or removal. If any newly created directorship or vacancy of
the Board of Directors, consistent with the rule that the three Classes shall be
as nearly equal in number as possible, may be allocated to one or two or more
Classes, the Board of Directors shall allocate it to that of the available
Classes whose term of office is due to expire at the earliest date following
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such allocation. When the Board of Directors fills a vacancy, the director
chosen to fill that vacancy shall be of the same Class as the director he or she
succeeds and shall hold office until such director's successor shall have been
elected and qualified or until such director shall die, resign or shall been
removed. No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of such director's term
of office.
SECTION 7.05 Directors Elected by Preferred Stockholders. During any
period when the holders of the Preferred Stock have the right to elect
additional directors as provided for or fixed pursuant to the provisions of
Article IV hereof, then upon commencement and for the duration of the period
during which such right continues: (i) the then otherwise total authorized
number of directors of the corporation shall automatically be increased by such
specified number of directors, and the holders of such Preferred Stock shall be
entitled to elect the additional directors so provided for or fixed pursuant to
said provisions, and (ii) each such additional director shall serve until such
director's successor shall have been duly elected and qualified, or until such
director's right to hold such office terminates pursuant to said provisions,
whichever occurs earlier, subject to his or her earlier death disqualification,
resignation or removal. Except as otherwise provided by the Board of Directors
in the resolution or resolutions establishing such series, whenever the holders
of any series of Preferred Stock having such right to elect additional directors
are divested of such right pursuant to the provisions of such stock, the terms
of office of all such additional directors elected by the holders of such stock,
or elected to fill any vacancies resulting from the death, resignation,
disqualification or removal of such additional directors shall forthwith
terminate and the total and authorized number of directors of the corporation
shall be reduced accordingly.
SECTION 7.06 Absence of Requirements of Ballots. The election of
directors need not be by written ballot unless the bylaws of the corporation
shall so provide.
ARTICLE VIII
LIMITATION OF DIRECTOR LIABILITY
To the fullest extent permitted by the Delaware General Corporation Law
as the same exists or may hereafter be amended, a director of the corporation
shall not be liable to the Corporation or its stockholders for monetary damage
for breach of fiduciary duty as a director. If the Delaware General Corporation
Law is amended after the date of the filing of this Restated Certificate of
Incorporation to authorize corporate action further eliminating or limiting the
personal liability of directors, then the Liability of a director of the
corporation shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended from time to time. No repeal
or modification of this Article VIII by the stockholders shall adversely affect
any right or protection of a director of the corporation existing by virtue of
this Article VIII in respect of any act or omission prior to such repeal or
modification.
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ARTICLE IX
CORPORATE POWER
The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Restated Certificate of Incorporation, in the manner
now or hereafter prescribed by statute, and all rights conferred on stockholders
herein are granted subject to this reservation.
ARTICLE X
CREDITOR COMPROMISE OR ARRANGEMENT
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.
ARTICLE XI
STOCKHOLDER VOTE
Any election or other action by stockholders of this Corporation must be
effected at an annual or special meeting of stockholders and may not be effected
by written consent without a meeting.
ARTICLE XII
SPECIAL MEETINGS
Special meetings of the stockholders of the Corporation for any purpose
or purposes may be called at any time by the Board or by a majority of the
members of the Board; provided, however, that where a proposal requiring
stockholder approval is made, at any time that one or more Interested
Stockholders exist, by a director who is not a Continuing Director as to all
Interested Stockholders, then the affirmative vote of a majority of the
Continuing Directors shall also be required to call a special meeting of the
stockholders for the purpose of considering such proposal or obtaining such
approval. Such special meeting may not be called by any other person or persons
or in any other manner.
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ARTICLE XIII
AMENDMENTS TO RESTATED CERTIFICATE OF INCORPORATION
In addition to any affirmative vote required by applicable law and any
voting rights granted to or held by holders of Preferred Stock, any alteration,
amendment, repeal or rescission (any "Change") of any provision of this Restated
Certificate of Incorporation must be approved by a majority of the directors of
the corporation then in office and by the affirmative vote of the holders of a
majority of the outstanding shares of Voting Stock of the corporation; provided,
however, that if any such Change relates to Articles VI, VII, XI or XII hereof
or to this Article XIII, such Change must also be approved either (i) by a
majority of the authorized number of directors and, if one or more Interested
Stockholders then exist, by a majority of the directors who are Continuing
Directors with respect to all Interested Stockholders or (ii) by the affirmative
vote of the holders of not less than eighty percent (80%) of the outstanding
shares of Voting Stock of the corporation and, if the change is proposed by or
on behalf of an Interested Stockholder or, at any time that one or more
Interested Stockholders exist, by a director who is not a Continuing Director as
to all Interested Stockholders, by the affirmative vote of not less than a
majority of the Disinterested Shares.
Subject to the foregoing the corporation reserves the right to amend,
alter, repeal or rescind any provision contained in this Restated Certificate of
Incorporation in the manner now or hereafter prescribed by law.
THIS RESTATED CERTIFICATE OF INCORPORATION has been signed this 20th day
of May 1999.
MINIMED INC.
By: /s/ ALFRED E. MANN
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Alfred E. Mann, Chairman
of the Board of Directors
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