Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
P. F. CHANG'S CHINA BISTRO, INC.
P. F. Chang's China Bistro, Inc., a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:
1. The name of the Corporation is P. F. Chang's China Bistro, Inc. The
date of filing of its original Certificate of Incorporation with the Secretary
of State was January 31, 1996.
2. Pursuant to Sections 242 and 245 of the General Corporation Law of
the State of Delaware, this Amended and Restated Certificate of Incorporation
(this "Certificate") restates and integrates and further amends the provisions
of the Certificate of Incorporation of this Corporation, as amended.
3. The text of the Certificate of Incorporation as amended or
supplemented heretofore is further amended hereby to read as herein set forth in
full.
4. This Certificate was duly adopted by written consent of the
stockholders in accordance with the applicable provisions of Section 228, 242
and 245 of the General Corporation Law of the State of Delaware and written
notice of the adoption of this Certificate has been given as provided by Section
228 of the General Corporation Law of the State of Delaware to every stockholder
entitled to such notice.
ARTICLE I
The name of the corporation (hereinafter referred to as the
"Corporation") is:
P. F. CHANG'S CHINA BISTRO, INC.
ARTICLE II
The address of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
The name of its registered agent at such address is The Corporation Trust
Company.
ARTICLE III
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.
ARTICLE IV
The aggregate number of all classes of shares which the Corporation
shall have authority to issue is Fifty Million (50,000,000) shares divided into
two classes of which Ten Million (10,000,000) shares of par value $0.001 per
share shall be designated Preferred Stock and Forty Million (40,000,000) shares
of par value $0.001 per share shall be designated Common Stock.
At all times, each holder of Common Stock of the Corporation shall be
entitled to one vote for each share of Common Stock held by such stockholder
standing in the name of such stockholder on the books of the Corporation.
The Board of Directors is authorized, subject to limitations prescribed
by law, to provide for the issuance of shares of Preferred Stock in one or more
series, to establish the number of shares to be included in each such series,
and to fix the designations, power, preferences, and rights of the shares of
each such series, and any qualifications, limitations, or restrictions thereof.
ARTICLE V
In furtherance and not in limitation of the power conferred by statute,
the Board of Directors is expressly authorized to make, alter or repeal the
Bylaws of the Corporation.
ARTICLE VI
No director of the Corporation shall be liable to the Corporation or
its stockholders for monetary damages for the breach of a fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involved intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.
If the Delaware General Corporation Law is amended to authorize
corporate actions 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. Any repeal or modification of this Article VI by
the stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification. The Corporation may adopt such provisions with respect to
indemnification of directors, officers, or employees of the
Corporation, consistent with this Article VI, as may be set forth from time to
time in the Bylaws of the Corporation or a resolution adopted by the Board of
Directors.
ARTICLE VII
Election of directors need not be by written ballot unless the Bylaws
of the Corporation shall so provide.
ARTICLE VIII
The Corporation reserves the right to amend, alter, change or repeal
any provisions contained in this Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by the law of the State
of Delaware. All rights conferred upon stockholders herein are granted subject
to this reservation.
* * *
IN WITNESS WHEREOF, this Amended and Restated Certificate of
Incorporation has been executed as of this 22nd day of April, 2002.
P. F. CHANG'S CHINA BISTRO, INC.
By: /s/ Robert T. Vivian
-----------------------------------------
Robert T. Vivian
President