EXHIBIT 3(i)
RESTATED CERTIFICATE OF INCORPORATION
OF
RADYNE CORPORATION
Under Section 807 of the Business Corporation Law
Pursuant to the provisions of Section 807 of the Business
Corporation Law, the undersigned, being the President and the Secretary of the
corporation, hereby certify as follows:
FIRST: The name of the corporation is: Radyne Corp.
SECOND: The date when the certificate of incorporation was filed by
the Department of State is the 25th day of November, 1980.
THIRD: The certificate of incorporation is amended to effect the
following amendments:
1. Paragraph SECOND of the certificate of incorporation, relating to
the purpose for which the corporation is formed, is hereby amended to read as
follows:
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"SECOND: The purpose for which the Corporation is formed is to
engage in any lawful act or activity for which corporations
may be organized under the Business Corporation Law of the
State of New York; provided, however, that the Corporation is
not formed to engage in any act or activity requiring the
consent or approval of any state official, department, board,
agency or other body without such consent or approval first
being obtained."
2. Paragraph FIFTH of the certificate of incorporation, relating to
the elimination of shareholder's preemptive rights, is hereby added, reading as
follows:
"FIFTH: No holder of shares of the corporation of any class
shall be entitled as such, as a matter of right, to subscribe
for, purchase or receive any shares of the Corporation of any
class, or any securities convertible into, exchangeable for,
or carrying a right or option to purchase its shares of any
class, whether now or hereafter authorized and whether issued,
sold or offered for sale by the Corporation for cash or other
consideration or by way of dividend, split of shares or
otherwise."
3. Paragraph SIXTH of the certificate of incorporation, regarding
the designation of the Secretary of State as agent upon whom any process against
the corporation may be served, is hereby amended to read as follows:
"SIXTH: The Secretary of State is designated as agent of the
Corporation upon which process against it may be served. The
post office address to which the Secretary of State shall mail
a copy of any process against the Corporation served upon him
is c/o John B. Wade, III, Brock, Fensterstock, Silverstein,
McAuliffe & Wade, LLC, 153 East 53rd Street, 56th Floor, New
York, New York 10022."
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4. The number of issued shares of the corporation's common stock,
par value $.002 per share, is hereby amended from 18,798,605 to 3,759,721 on a 5
for 1 basis. The authorized and unissued shares of the corporation's common
stock, par value $.002 per share, is hereby amended from 1,201,395 to
16,240,279, an increase of 15,038,884.
The text of the certificate of incorporation, as amended heretofore,
is hereby restated as further amended to read as herein set forth in full:
"FIRST: The name of the Corporation is: Radyne Corp.
SECOND: The purpose for which the Corporation is formed is to
engage in any lawful act or activity for which corporations
may be organized under the Business Corporation Law of the
State of New York; provided, however, that the Corporation is
not formed to engage in any act or activity requiring the
consent or approval of any state official, department, board,
agency or other body without such consent or approval first
being obtained.
THIRD: The office of the Corporation in the State of New York
shall be located in the County of Suffolk.
FOURTH: The Corporation shall be authorized to issue twenty
million (20,000,000) shares of common stock, par value $.002
per share.
FIFTH: No holder of shares of the Corporation of any class
shall be entitled as such, as a matter of right, to subscribe
for, purchase or receive any shares of the Corporation of any
class, or any securities convertible into, exchangeable for,
or carrying a right or option to purchase its shares of any
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class, whether now or hereafter authorized and whether issued,
sold or offered for sale by the Corporation for cash or other
consideration or by way of dividend, split of shares or
otherwise.
SIXTH: The Secretary of State is designated as agent of the
Corporation upon which process against it may be served. The
post office address to which the Secretary of State shall mail
a copy of any process against the Corporation served upon him
is c/o John B. Wade, III, Brock, Fensterstock, Silverstein,
McAuliffe & Wade, LLC, 153 East 53rd Street, 56th Floor, New
York, New York 10022.
SEVENTH: A director of the Corporation shall not be personally
liable to the Corporation or its shareholders for damages for
any breach of duty as a director; provided that, except as
hereinafter provided, this Article SEVENTH shall neither
eliminate nor limit liability: (a) if a judgment or final
adjudication adverse to the director establishes that (i) the
director's acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law, (ii) the
director personally gained in fact a financial profit or other
advantage to which the director was not legally entitled, or
(iii) the director's acts violated Section 719 of the New York
Business Corporation Law; or (b) for any act or omission prior
to the effectiveness of this Article SEVENTH. If the
Corporation hereafter may by law be permitted to further
eliminate or limit the personal liability of directors, then
pursuant hereto the liability of a director of the Corporation
shall, at such time, automatically be further eliminated or
limited to the fullest extent permitted by law. Any repeal of
or modification to the provisions of this Article SEVENTH
shall not adversely affect any right or protection of a
director of the Corporation existing pursuant to this Article
SEVENTH immediately prior to such repeal or modification.
EIGHTH: The Corporation may, to the fullest extent permitted
by Section 721 through 726 of the Business Corporation Law of
New York, indemnify any and all directors and officers whom it
shall have power to indemnify under the said sections from and
against any and all of the expenses, liabilities or other
matters referred to in or covered by such section of the
Business Corporation Law, and the
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indemnification provided for herein shall not be deemed
exclusive of any other rights to which the persons so
indemnified may be entitled under any By-Law, agreement, vote
of shareholders or disinterested directors or otherwise, both
as to action in his/her official capacity and as to action in
another capacity by holding such office, and shall continue as
to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and
administrators of such a person."
FOURTH: This restatement of the certificate of incorporation was
authorized by an affirmative vote of the holders of a majority of all
outstanding shares entitled to vote thereon, at a meeting of shareholders
subsequent to the affirmative vote of the board of directors of the corporation.
IN WITNESS WHEREOF, we hereunto sign our names and affirm that the
statements made herein are true under the penalties of perjury, this 8th day of
January, 1997.
RADYNE CORP.
/s/ ROBERT C. FITTING
----------------------------
Robert C. Fitting, President
/s/ GARRY KLINE
----------------------------
Garry Kline, Secretary
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