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Exhibit 3.01
RESTATED
CERTIFICATE OF INCORPORATION
OF
CSK AUTO CORPORATION
(Originally incorporated under the name of NR Holdings, Inc. on July 12, 1993)
The undersigned, for the purpose of amending and restating the Certificate
of Incorporation of CSK Auto Corporation, a Delaware corporation (the
"Corporation"), does hereby certify that:
(1) The name of the Corporation is CSK Auto Corporation.
(2) The Corporation was originally incorporated under the name NR
Holdings, Inc. The date of filing of its original Certificate of Incorporation
with the Secretary of State of Delaware was July 12, 1993.
(3) This Restated Certificate of Incorporation was duly adopted as of
February 9, 1998 pursuant to Section 242 and Section 245 of the Delaware
General Corporation Law.
(4) Written consent and notice of the actions taken has been given in
accordance with Section 228 of the Delaware General Corporation Law.
(5) The Certificate of Incorporation of CSK Auto Corporation is hereby
amended and restated in its entirety as follows:
FIRST: The name of the Corporation (hereinafter called the "Corporation")
is CSK Auto Corporation.
SECOND: The address, including street, number, city and county, of the
registered office of the Corporation in the State of Delaware is 1013 Centre
Road, City of Wilmington, County of New Castle, Delaware 19805; and the name of
the registered agent of the Corporation in the State of Delaware is The
Prentice-Hall Corporation System, Inc.
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 ("DGCL").
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 50,000,000 consisting of shares of Common Stock, par
value $.01 per share ("Common Stock").
FIFTH: The Corporation is to have perpetual existence.
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SIXTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation, and
regulation of the powers of the Corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the affairs of
the Corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be
fixed by, or in the manner provided in, the Bylaws. The phrase "whole
Board" and the phrase "total number of the directors" shall be deemed to
have the same meaning, to wit, the number of directors which the
Corporation would have if there were no vacancies. No election of directors
need be by written ballot.
2. After the original or other Bylaws of the Corporation have been
adopted, amended, or repealed, as the case my be, in accordance with the
provisions of Section 109 of the DGCL, and, after the Corporation has
received any payment for any of its stock, the power to adopt, amend, or
repeal the Bylaws of the Corporation may be exercised by the Board of
Directors of the Corporation.
SEVENTH: No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages of fiduciary duty as a
director, provided that (except as set forth below) this Article does not
eliminate or limit any such liability imposed by law: (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 involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for
any transaction from which the director derived an improper personal benefit.
If the DGCL hereafter is amended to authorize the further elimination or
limitation of the liability of the directors, then the liability of a director
of the Corporation shall be further eliminated or limited pursuant to this
Article to the fullest extent permitted by the DGCL as so amended. Unless
applicable law requires otherwise, any repeal of this Article by the
stockholders of the Corporation, and any modification to this Article (other
than one further eliminating or limiting director personal liability) shall be
prospective only and shall not adversely affect any elimination of, or
limitation on, the personal liability of a director of the Corporation existing
at the time of such repeal or modification.
EIGHTH: Indemnification.
Section 1. Indemnification. To the fullest extent from time to time
permitted by Section 145 of the DGCL, the Corporation shall indemnify each
Authorized Representative who was or is a party or who was or is threatened to
be made a party to or is otherwise involved in any threatened, pending or
completed action, suit or proceeding (including, without limitation, one by or
in the right of the Corporation to procure a judgment in its favor), whether
civil, criminal, administrative or investigative (hereinafter a "Proceeding"),
by reason of the fact that he or she is or was a director, officer, employee or
agent of the Corporation or is or was serving at the request of the Corporation
as a director, officer, employee or agent or another corporation, partnership,
joint venture, trust, limited liability company or other enterprise, including
service with respect to employee benefit plans, from and against any and all
expenses (including, without
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limitation, attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such Authorized Representative or on such
Authorized Representative's behalf in connection with such Proceeding. The
Corporation shall make such indemnification to the Authorized Representative
within 30 days after receipt by the Corporation of the written request of the
Authorized Representative for such indemnification unless, within that time,
the Corporation (by resolution of its directors or stockholders or the written
opinion of its counsel) has determined that the Authorized Representative is not
entitled to such indemnification.
Section 2. Advancement of Expenses. Expenses (including attorneys'
fees) incurred by an Authorized Representative or on such Authorized
Representative's behalf in defending any such Proceeding shall be paid by the
Corporation in advance of the final disposition of such Proceeding, within 10
days after receipt by the Corporation of the written request of the Authorized
Representative for such advance. The Corporation may condition such advance
upon the receipt of the written undertaking of such Authorized Representative
or on such Authorized Representative's behalf to repay such amount if it shall
ultimately be determined that the Authorized Representative is not entitled to
be indemnified by the Corporation. Such undertaking shall not be required to be
guarantied by any other person or collateralized, and shall be accepted by the
Corporation without regard to the financial ability of the person providing
such undertaking to make such repayment.
Section 3. Presumptions. For all purposes of this Article and to
the fullest extent permitted by applicable law, there shall be a rebuttable
presumption in favor of the Authorized Representative that all requested
indemnifications and advancements of expenses are reasonable and that all
conditions to indemnification or expense advancements, whether required under
this Article or the DGCL, have been satisfied.
Section 4. Definitions, Etc. As used in this Article, "Authorized
Representative" means, collectively: (i) any person who is or was an officer or
director of the Corporation; and (ii) any other person who may be designated by
the Board from time to time as an "authorized representative" for purposes of
this Article. The provisions of Section 145(h), (i) and (j) of the DGCL shall
apply to this Article.
Section 5. Insurance. The Corporation may maintain insurance, at
its expense, to protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint venture, trust,
limited liability company or other enterprise against expense, liability or
loss, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the DGCL or this Article.
Section 6. Article Not Exclusive. The rights to indemnification and
to the advancement of expenses conferred in this Article shall not be exclusive
of any other right which any Authorized Representative may have or hereafter
acquire under any statute, this Certificate of Incorporation, any by-law,
agreement, vote of stockholders or disinterested directors or otherwise.
Nothing in this Article shall affect the right of the Corporation to grant
rights of indemnification, and the advancement of expenses, to any other person
or in any other circumstance.
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Section 7. Reliance. Each Authorized Representative shall be
deemed to have acted in reliance upon the rights to indemnification and
advancement of expenses established in this Article. Unless applicable law
requires otherwise, any repeal or modification of this Article (other than a
modification expanding the right to indemnification and expense advancement in
favor of Authorized Representatives) shall be prospective only and shall not
adversely affect any right or benefit of an Authorized Representative to
indemnification or expense advancement at the time of such repeal or
modification.
Section 8. Severability. If any portion of this Article shall be
held to be illegal, invalid or otherwise unenforceable by any court having
appropriate jurisdiction, then the Corporation nevertheless shall indemnify and
advance expenses to each Authorized Representative to the fullest extent
permitted by the applicable portions of this Article not so held to be illegal,
invalid, unenforceable, and otherwise to the fullest extent permitted by law.
NINTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered or repealed, 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 and at the time prescribed by said laws, and
all rights at any time conferred upon the stockholders of the Corporation by
this certificate of incorporation are granted subject to the provisions of this
Article.
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IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which
restates, integrates and amends the provisions of the Certificate of
Incorporation of the Corporation, as heretofore in effect, and which has been
duly adopted in accordance with the provisions of Sections 228, 242 and 245 of
the General Corporation Law of the State of Delaware, has been executed by its
duly authorized officer this 9th day of March, 1998.
CSK AUTO CORPORATION
By: /s/ Lon Novatt
Name: Lon Novatt
Title: Secretary