EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
SYNAPTICS INCORPORATED
FIRST: The name of the Corporation is Synaptics Incorporated.
SECOND: The registered office of the Corporation in the State
of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle,
Delaware 19801. The name of the Corporation's registered agent is The
Corporation Trust 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, as the same exists or may hereafter be
amended (the "GCL").
FOURTH: The Corporation shall be authorized to issue two
classes of shares of capital stock, to be designated, respectively, "Common
Stock" and "Preferred Stock." The total number of shares of Common Stock and
Preferred Stock that the Corporation shall have authority to issue is seventy
million (70,000,000) of which sixty million (60,000,000) shares shall be Common
Stock and ten million (10,000,000) shall be Preferred Stock. The par value of
the shares of Common Stock is one-tenth of one cent ($.001) per share. The par
value of the shares of Preferred Stock is one-tenth of one cent ($.001) per
share.
The shares of Preferred Stock may be issued from time to time
in one or more series. The Board of Directors is hereby authorized, by filing a
certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in each series,
and to fix the designation, powers, preferences and rights of the shares of each
such series and the qualifications, limitations, or restrictions thereof,
including, but not limited to, the fixing or alteration of the dividend rights,
dividend rate, conversion rights, voting rights, rights and terms of redemption
(including sinking fund provisions), the redemption price or prices, and the
liquidation preferences of any wholly unissued series of shares of Preferred
Stock, or any of them; and to increase or decrease the number of shares of any
series subsequent to the issue of the shares of that series, but not below the
number of shares of that series then outstanding. In case the number of shares
of any series shall be so decreased, the shares constituting such decrease shall
resume the status they had prior to the adoption of the resolution originally
fixing the number of shares of that series.
FIFTH: The name and mailing address of the incorporator is B.
P. Margherita, 1209 Orange Street, Wilmington, DE 19801.
SIXTH: The number of directors which shall comprise the
initial Board of Directors of the Corporation shall be one (1). The size of the
Board of Directors may be increased or decreased in the manner provided in the
Bylaws of the Corporation.
All corporate powers of the Corporation shall be exercised by
or under the direction of the Board of Directors except as otherwise provided
herein or by law.
Any director may be removed from office with or without cause
only by: (1) the affirmative vote of not less than sixty-six and two-thirds
percent (66-2/3%) of the combined voting power of the then outstanding shares of
all classes and series of stock of the Corporation entitled to vote generally in
the election of directors (the "Voting Stock"), voting together as a single
class (it being understood that for the purposes of this Article SIXTH, each
share of Voting Stock shall have the number of votes granted to it in accordance
with Article FOURTH of this Certificate of Incorporation) or (2) the affirmative
vote of not less than sixty-six and two-thirds percent (66-2/3%) of the then
serving directors of the Corporation.
Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, and in addition to any other vote required by
law, the affirmative vote of not less than sixty-six and two-thirds percent
(66-2/3%) of the combined voting power of the Voting Stock, voting together as a
single class, shall be required to alter, amend, repeal, or adopt any provision
inconsistent with this Article SIXTH.
SEVENTH: Unless and except to the extent that the Bylaws of
the Corporation shall so require, the election of directors of the Corporation
need not be by written ballot.
EIGHTH: 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, except to the extent such exemption from liability or
limitation thereof is not permitted under the GCL. Any repeal or modification of
this Article shall not adversely affect any right or protection of a director of
the Corporation existing hereunder with respect to any act or omission occurring
prior to such repeal or modification.
NINTH: Subject to the power of the stockholders of the
Corporation to adopt, amend, or repeal any Bylaw made by the Board of Directors,
the Board of Directors is expressly authorized and empowered to adopt, amend or
repeal the Bylaws of the Corporation. The Bylaws of the Corporation shall not be
made, repealed, altered, amended, or rescinded by the stockholders of the
Corporation except at an annual or special meeting of stockholders by the vote,
in addition to any other vote required by law, of the holders of record of not
less than sixty-six and two-thirds percent (66-2/3%) of the Voting Stock,
considered for purposes of this Article NINTH as one class.
TENTH: Special meetings of the stockholders of the Corporation
for any purpose or purposes may be called at any time by the Board of Directors
or by a committee of the Board of Directors that has been duly designated by the
Board of Directors and whose powers and authority, as provided in a resolution
of the Board of Directors or in the bylaws of the Corporation, include the power
to call such meetings. Special meetings of the stockholders of the Corporation
may not be called by any other person or persons.
ELEVENTH: No action that is required or permitted to be taken
by the stockholders of the Corporation at any annual or special meeting of
stockholders may be effected by written consent of stockholders in lieu of a
meeting of stockholders.
TWELFTH: The Board of Directors, when evaluating any (a)
tender offer or invitation for tenders, or proposal to make a tender offer or
request or invitation for tenders, by another party, for any equity security of
the Corporation or (b) proposal or offer by another party to (i) merge or
consolidate the Corporation or any subsidiary of the Corporation with another
corporation, (ii) purchase or otherwise acquire all or a substantial portion of
the properties or assets of the Corporation or any subsidiary thereof, or sell
or otherwise dispose of to the Corporation or any subsidiary thereof all or a
substantial portion of the properties or assets of such other party or (iii)
liquidate, dissolve, reclassify the securities of, declare an extraordinary
dividend of, recapitalize or reorganize the Corporation, shall take into account
all factors that the Board of Directors deems relevant, including, without
limitation, to the extent so deemed relevant, the potential impact on employees,
customers, suppliers, partners, joint venturers and other constituents of the
Corporation and the communities in which the Corporation operates.
THIRTEENTH: The provisions set forth in this Article
THIRTEENTH and in Article SIXTH (dealing with removal of directors), NINTH
(dealing with the alteration of Bylaws by the stockholders), TENTH (dealing with
special meetings of the stockholders), and ELEVENTH (dealing with written
consent of stockholders) herein may not be repealed or amended in any respect,
and no article imposing cumulative voting in the election of directors may be
added, unless such action is approved by the affirmative vote of not less than
sixty-six and two-thirds percent (66-2/3%) of the Voting Stock, considered for
purposes of this Article THIRTEENTH as one class. The voting requirements
contained in Article SIXTH, Article NINTH and this Article THIRTEENTH shall be
in addition to the voting requirements imposed by law, other provisions of this
Certificate of Incorporation, or any certificate of designation providing for
the creation and issuance of Preferred Stock preferences in favor of certain
classes or series of classes of shares of the Corporation.
FOURTEENTH: 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 by 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 the rights
reserved in this Article.
IN WITNESS WHEREOF, I, the undersigned, being the Incorporator
hereinabove stated, set my hand this 7th day of January, 2002.
/s/ B. P. Margherita
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B. P. Margherita, Incorporator