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EXHIBIT 3.3
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 9:00 AM 7/06/1999
991275715 - 3066077
CERTIFICATE OF INCORPORATION
OF
NOVATEC INC.
A STOCK CORPORATION
I, the undersigned, for the purpose of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
hereby certify as follows:
FIRST: The name of the corporation is NovaTec Inc. (the "Corporation").
SECOND: The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, City of Wilmington, County of New Castle, Delaware
19805. The name of the Corporation's registered agent at such address is
Corporation Service Company.
THIRD: 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 the State of Delaware.
FOURTH: The total number of shares which the Corporation shall have
authority to issue is 110,000,000 shares, of which 100,000,000 shares shall be
common stock, par value $0.001 per share, and 10,000,000 shares shall be
preferred stock, par value $0.001 per share ("Preferred Stock"). The Preferred
Stock may be divided into and issued in series. The Board of Directors shall
have the authority to divide the Preferred Stock into series and to fix and
determine the powers, designations, preferences, rights, qualifications,
limitations and restrictions of any series of Preferred Stock so established.
FIFTH: Elections of directors need not be by written ballot except and to
the extent provided in the bylaws of the Corporation. Meetings of stockholders
may be held within or without the State of Delaware.
SIXTH: To the full extent permitted by the General Corporation Law of the
State of Delaware or any other applicable laws presently or hereafter in effect,
no director of the Corporation shall be personally liable to the Corporation or
its stockholders for or with respect to any acts or omissions in the performance
of his or her duties as a director of the Corporation. Any repeal or
modification of this Article Sixth shall not adversely affect any right or
protection of a director of the Corporation existing immediately prior to such
repeal or modification.
SEVENTH: Each person who is or was or had agreed to become a director or
officer of the Corporation, or each such person who is or was serving or who had
agreed to serve at the request of the Board of Directors or an officer of the
Corporation as an employee or agent of the Corporation or as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executors, administrators or
estate of such person), shall be indemnified by the Corporation to the full
extent permitted by the General Corporation Law of the State of Delaware or any
other applicable laws as presently or hereafter in effect. Without limiting the
generality or the effect of the foregoing, the Corporation may enter
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into one or more agreements with any person which provide for indemnification
greater or different than that provided in this Article. Any repeal or
modification of this Article Seventh shall not adversely affect any right or
protection existing hereunder immediately prior to such repeal or modification.
EIGHTH: In furtherance and not in limitation of the rights, powers,
privileges, and discretionary authority granted or conferred by the General
Corporation Law of the State of Delaware or other statutes or laws of the State
of Delaware, the Board of Directors is expressly authorized to make, alter,
amend or repeal the bylaws of the Corporation, without any action on the part
of the stockholders, but the stockholders may make additional bylaws and may
alter, amend or repeal any by-law whether adopted by them or otherwise. The
Corporation may in its bylaws confer powers upon its Board of Directors in
addition to the foregoing and in addition to the powers expressly conferred
upon the Board of Directors by applicable law.
NINTH: The Corporation reserves the right at any time and from time to
time to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and other provisions authorized by the laws of
the State of Delaware at the time in force may be added or inserted, in the
manner now or hereafter prescribed herein or by applicable law; and all rights,
preferences and privileges of whatsoever nature conferred upon stockholders,
directors or any other persons whomsoever by and pursuant to this Certificate
of Incorporation in its present form or as hereafter amended are granted
subject to this reservation.
TENTH: The name and mailing address of the incorporator is Tom Modiseur,
3181 Seventeen Mile Drive, Pebble Beach, California 93953.
ELEVENTH: The name and mailing address of the person who is to serve as
the sole director of the Corporation until the first annual meeting of
stockholders or until his successor is elected and qualified is as follows:
Name Mailing Address
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Tom Modiseur 3181 Seventeen Mile Drive
Pebble Beach
California 93953
IN WITNESS WHEREOF, I the undersigned, being the incorporator
hereinabove named, do hereby execute this Certificate of Incorporation on this
29 day of June 1999.
/s/ TOM MODISETTE
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Tom Modisette