EXHIBIT 3.1
RESTATED CERTIFICATE
OF
INCORPORATION
OF
SEAGATE TECHNOLOGY, INC.
The undersigned, Marianne Stark, Sole Incorporator of Seagate Technology,
Inc. (the "corporation"), pursuant to Sections 241 and 245 of the Delaware
General Corporation Law, certifies as follows:
FIRST: That the name of the corporation is Seagate Technology, Inc. The
corporation was incorporated on September 23, 1986.
SECOND: That the Sole Incorporator of this corporation determined it to be
in the best interests of this corporation to amend the Certificate of
Incorporation to delete certain limitations on rights of stockholders, and
thereafter to restate the Certificate of Incorporation as so amended to be in
the form attached hereto as Exhibit A.
THIRD: No directors of the corporation have been elected or appointed.
FOURTH: That no stock has been issued, nor has payment for any stock been
received.
IN WITNESS WHEREOF, said Seagate Technology, Inc. has caused this
Certificate to be signed by Marianne Stark, its Sole Incorporator, this 30th day
of September, 1986.
SEAGATE TECHNOLOGY, INC.
By: /s/ Marianne Stark
----------------------------------
Marianne Stark, Sole Incorporator
EXHIBIT A
RESTATED CERTIFICATE OF INCORPORATION
OF
SEAGATE TECHNOLOGY, INC.
1. The name of the corporation is Seagate Technology, Inc. (the
"Corporation").
2. The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle, zip code 19801. The name of its registered
agent at such address is The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted by
the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
4. (a) The Corporation is authorized to issue two classes of shares to be
designated, respectively, "Preferred Stock" and "Common Stock." The total
number of shares which this corporation shall have the authority to issue is
Eighty-Two Million (82,000,000), of which One Million (1,000,000) shall be
Preferred Stock and Eighty-One Million (81,000,000) shall be Common Stock. The
Preferred Stock and the Common Stock shall each have a par value of $.01 per
share, and the aggregate par value of all shares of Preferred Stock is $10,000
and of all shares of Common Stock is $810,000.
(b) The shares of Preferred Stock may be issued from time to time in
one or more series. The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of this Article 4, to provide for the
issuance of the shares of Preferred Stock in series, and 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 such series, and to fix the
designation, powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof.
The authority of the Board with respect to each series shall include,
but not be limited to, determination of the following:
(a) The number of shares constituting that series and the distinctive
designation of that series;
(b) The dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of that series;
(c) Whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;
(d) Whether that series shall have conversion privileges, and, if so,
the terms and conditions of such conversion, including provision for adjustment
of the conversion rate in such events as the Board of Directors shall determine;
(e) Whether or not the shares of that series shall be redeemable, and,
if so, the terms and conditions of such redemption, including the date or date
upon or after which they shall be redeemable, and the amount per share payable
in case of redemption, which amount may vary under different conditions and at
different redemption dates;
(f) Whether that series shall have a sinking fund for the redemption
or purchase of shares of that series, and, if so, the terms and amount of such
sinking fund;
(g) The rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the corporation, and
the relative rights of priority, if any, of payment of shares of that series;
(h) Any other relative or participating rights, preferences and
limitations of that series.
5. The name and mailing address of the incorporator are as follows:
Marianne Stark
Wilson, Sonsini, Goodrich & Rosati
Professional Corporation
Two Palo Alto Square, Suite 900
Palo Alto, CA 94306
6. The Corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, amend or
repeal the Bylaws of the Corporation.
8. The number of directors which will constitute the whole Board of
Directors of the Corporation shall be as specified in the Bylaws of the
Corporation.
9. At all elections of directors of the corporation, each holder of stock
or of any class or classes or of a series or series thereof shall be entitled to
as many votes as shall equal the number of votes which (except for such
provision as to cumulative voting) he would be entitled to cast for the election
of directors with respect to his shares of stock multiplied by the number of
directors to be elected by him, and he may cast all of such votes for a single
director or may distribute them among the number to be voted for, or for any two
or more of them as he may see fit.
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10. Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.
11. To the fullest extent permitted by the Delaware General Corporation
Law as the same exists or as may hereafter be amended, a director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Neither any amendment nor repeal of this Article 12, nor the adoption of any
provision of this Certificate of Incorporation inconsistent with this Article
12, shall eliminate or reduce the effect of this Article 12 in respect of any
matter occurring, or any cause of action, suit or claim that, but for this
Article 12, would accrue or arise, prior to such amendment, repeal or adoption
of an inconsistent provision.
12. The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
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CERTIFICATE OF MERGER
OF
SEAGATE TECHNOLOGY
A CALIFORNIA CORPORATION
INTO
SEAGATE TECHNOLOGY, INC.
The undersigned corporation does hereby certify:
FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger are as follows:
NAME STATE OF INCORPORATION
------------------------ ------------------------
Seagate Technology California
Seagate Technology, Inc. Delaware
SECOND: That an Agreement and Plan of Merger (the "Merger Agreement")
between the parties to the merger has been approved, adopted, certified,
executed and acknowledged by each of the constituent corporations in accordance
with the requirements of subsection (c) of Section 252 of the General
Corporation Law of the State of Delaware and that the effective time of the
merger shall be noon eastern standard time on the day on which this Certificate
is filed with the Secretary of State of the State of Delaware.
THIRD: That the name of the surviving corporation of the merger is Seagate
Technology, Inc., a Delaware corporation.
FOURTH: That the Certificate of Incorporation of Seagate Technology, Inc.,
a Delaware corporation, shall be the certificate of incorporation of the
surviving corporation.
FIFTH: That the executed Merger Agreement is on file at the principal
place of business of the surviving corporation. The address of said principal
place of business is 920 DiskDrive, Scotts Valley, California 95066.
SIXTH: That a copy of the Merger Agreement will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.
SEVENTH: That the authorized capital stock of Seagate Technology, a
California corporation, is 81,000,000 shares of Common Stock, no par value, and
1,000,000 shares of Preferred Stock, no par value.
SEAGATE TECHNOLOGY, INC.
a Delaware corporation
By: /s/ David T. Mitchell
-----------------------------
David T. Mitchell, President
ATTEST:
/s/ Donald L. Waite
- --------------------------
Donald L. Waite, Secretary
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CERTIFICATE OF DESIGNATION OF RIGHTS, PREFERENCES
AND PRIVILEGES OF
SERIES A PARTICIPATING PREFERRED STOCK
OF
SEAGATE TECHNOLOGY, INC.
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
We, Alan F. Shugart and Donald L. Waite, the Chairman of the Board and
Chief Executive Officer and the Secretary, respectively, of Seagate Technology,
Inc., a corporation organized and existing under the General Corporation Law of
the State of Delaware, in accordance with the provisions of Section 103 thereof,
DO HEREBY CERTIFY:
That pursuant to the authority conferred upon the Board of Directors by the
Certificate of Incorporation of the said Corporation, the said Board of
Directors on November 21, 1988 adopted the following resolution creating a
series of 800,000 shares of Preferred Stock designated as Series A Participating
Preferred Stock:
"RESOLVED: That pursuant to the authority vested in the Board of Directors
--------
of the corporation by the Restated Certificate of Incorporation, the Board
of Directors does hereby provide for the issue of a series of Preferred
Stock, $.01 par value, of the Corporation, to be designated "Series A
Participating Preferred Stock", initially consisting of 800,000 shares and
to the extent that the designations, powers, preferences and relative and
other special rights and the qualifications, limitations and restrictions
of the Series A Participating Preferred Stock are not stated and expressed
in the Restated Certificate of Incorporation, does hereby fix and herein
state and express such designations, powers, preferences and relative and
other special rights and the qualifications, limitations and restrictions
thereof, as follows (all terms used herein which are defined in the
Restated Certificate of Incorporation shall be deemed to have the meanings
provided therein):
Section 1. Designation and Amount. The shares of such series shall be
----------------------
designated as "Series A Participating Preferred Stock", par value $.01 per
share, and the number of shares constituting such series shall be 800,000.
Section 2. Dividends and Distributions.
---------------------------
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(A) Subject to the prior and superior right of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the shares
of Series A Participating Preferred Stock with respect to dividends, the holders
of shares of Series A Participating Preferred Stock shall be entitled to receive
when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the last day
of September, December, March and June in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Participating Preferred Stock, in an amount per
share (rounded to the nearest cent) equal to, subject to the provision for
adjustment hereinafter set forth, 1,000 times the aggregate per share amount of
all cash dividends, and 1,000 times the aggregate per share amount (payable in
kind) of all non-cash dividends or other distributions other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding shares of
Common Stock (by reclassification or otherwise), declared on the Common Stock of
the Corporation (the "Common Stock") since the immediately preceding Quarterly
Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of Series A
Participating Preferred Stock. In the event the Corporation shall at any time
after December 19, 1988 (the "Rights Declaration Date") (i) declare any dividend
on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the amount to which holders of
shares of Series A Participating Preferred Stock were entitled immediately prior
to such event under the preceding sentence shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.
(B) The Corporation shall declare a dividend or distribution
on the Series A Participating Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock).
(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series
A Participating Preferred Stock, unless the date of issue of such shares is
prior to the record date for the first Quarterly Dividend Payment Date, in which
case dividends on such shares shall begin to accrue from the date of issue of
such shares, or unless the date of issue is a Quarterly Dividend Payment Date or
is a date after the record date for the determination of holders of shares of
Series A Participating Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A Participating Preferred Stock in an amount less
than the total amount of such dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of Series A Participating Preferred Stock
entitled to receive payment of a dividend or distribution
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declared thereon, which record date shall be no more than 30 days prior to the
date fixed for the payment thereof.
Section 3. Voting Rights. The holders of shares of Series A
-------------
Participating Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set
forth, each share of Series A Participating Preferred Stock shall entitle the
holder thereof to 1,000 votes on all matters submitted to a vote of the
stockholders of the Corporation. In the event the Corporation shall at any time
after the Rights Declaration Date (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock,
or (iii) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the number of votes per share to which holders of shares
of Series A Participating Preferred Stock were entitled immediately prior to
such event shall be adjusted by multiplying such number by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
(B) Except as otherwise provided herein or by law, the holders
of shares of Series A Participating Preferred Stock and the holders of shares of
Common Stock shall vote together as one class on all matters submitted to a vote
of stockholders of the Corporation.
(C) Except as required by law, holders of Series A Participating
Preferred Stock shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of
Common Stock as set forth herein) for taking any corporate action.
Section 4. Certain Restrictions.
---------------------
(A) The Corporation shall not declare any dividend on, make any
distribution on, or redeem or purchase or otherwise acquire for consideration
any shares of Common Stock after the first issuance of a share or fraction of a
share of Series A Participating Preferred Stock unless concurrently therewith it
shall declare a dividend on the Series A Preferred Stock as required by Section
2 hereof.
(B) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Participating Preferred Stock as provided
in Section 2 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of Series A
Participating Preferred Stock outstanding shall have been paid in full, the
Corporation shall not
(i) declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for consideration
any shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Participating Preferred Stock;
-3-
(ii) declare or pay dividends on, make any other
distributions on any shares of stock ranking on a parity (either as to dividends
or upon liquidation, dissolution or winding up) with Series A Participating
Preferred Stock, except dividends paid ratably on the Series A Participating
Preferred Stock and all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the holders of all such
shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series A Participating
Preferred Stock, provided that the Corporation may at any time redeem, purchase
or otherwise acquire shares of any such parity stock in exchange for shares of
any stock of the Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series A Participating Preferred
Stock;
(iv) purchase or otherwise acquire for consideration any
shares of Series A Participating Preferred Stock, or any shares of stock ranking
on a parity with the Series A Participating Preferred Stock except in accordance
with a purchase offer made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon such terms as the Board
of Directors, after consideration of the respective annual dividend rates and
other relative rights and preferences of the respective series and classes,
shall determine in good faith will result in fair and equitable treatment among
the respective series or classes.
(C) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.
Section 5. Reacquired Shares. Any shares of Series A Participating
-----------------
Preferred Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.
Section 6. Liquidation, Dissolution or Winding Up.
--------------------------------------
(A) Upon any liquidation (voluntary or otherwise), dissolution
or winding up of the Corporation, no distribution shall be made to the holders
of shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Participating Preferred Stock unless,
prior thereto, the holders of shares of Series A Participating Preferred Stock
shall have received $36,000 per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment (the "Series A Liquidation Preference"). Following the payment
of the full amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series A Participating
Preferred Stock unless, prior thereto, the holders of shares of Common Stock
shall have received an amount per
-4-
share (the "Common Adjustment") equal to the quotient obtained by dividing (i)
the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as
set forth in subparagraph (C) below to reflect such events as stock splits,
stock dividends and recapitalization with respect to the Common Stock) (such
number in clause (ii), the "Adjustment Number"). Following the payment of the
full amount of the Series A Liquidation Preference and the Common Adjustment in
respect of all outstanding shares of Series A Participating Preferred Stock and
Common Stock, respectively, holders of Series A Participating Preferred Stock
and holders of shares of Common Stock shall receive their ratable and
proportionate share of the remaining assets to be distributed in the ratio of
the Adjustment Number to 1 with respect to such Preferred Stock and Common
Stock, on a per share basis, respectively.
(B) In the event, however, that there are not sufficient assets
available to permit payment in full to the Series A Liquidation Preference and
the liquidation preferences of all other series of Preferred Stock, if any,
which rank on a parity with the Series A Participating Preferred Stock, then
such remaining assets shall be distributed ratably to the holders of such parity
shares in proportion to their respective liquidation preference. In the event,
however, that there are not sufficient assets available to permit payment in
full of the Common Adjustment, then such remaining assets shall be distributed
ratably to the holders of Common Stock.
(C) In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the out-standing Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the Adjustment Number in effect immediately prior to such event
shall be adjusted by multiplying such Adjustment Number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were immediately prior to such event.
Section 7. Consolidation, Merger, etc. In case the Corporation shall
--------------------------
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series A Participating Preferred Stock shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision for
adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Participating Preferred Stock shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
-5-
Section 8. No Redemption. The shares of Series A Participating Preferred
-------------
Stock shall not be redeemable.
Section 9. Ranking. The Series A Participating Preferred Stock shall
-------
rank junior to all other series of the Corporation's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise.
Section 10. Amendment. The Certificate of Incorporation of the
---------
Corporation shall not be further amended in any manner which would materially
alter or change the powers, preference or special rights of the Series A
Participating Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of a majority or more of the outstanding shares
of Series A Participating Preferred Stock, voting separately as a class.
Section 11. Fractional Shares. Series A Participating Preferred Stock
-----------------
may be issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of Series A Participating Preferred Stock."
IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do
affirm the foregoing as true under the penalties of perjury this 21st day of
November, 1988.
/s/ Alan F. Shugart
------------------------------------------
Alan F. Shugart, Chairman of the Board and
Chief Executive Officer
ATTEST:
/s/ Donald L. Waite
- --------------------------
Donald L. Waite, Secretary
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CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION
OF SEAGATE TECHNOLOGY, INC.
Robb A. Kundtz and David A. Drennan certify that:
1. They are the Vice President, Administration and Assistant Secretary,
respectively, of Seagate Technology, Inc., a Delaware corporation.
2. Article 4(a) of the Restated Certificate of Incorporation of this
corporation is amended to read as follows:
"The Corporation is authorized to issue two classes of shares to be
designated, respectively, "Preferred Stock" and "Common Stock." The total
number of shares which this Corporation shall have the authority to issue is Two
Hundred One Million (201,000,000), of which One Million (1,000,000) shall be
Preferred Stock and Two Hundred Million (200,000,000) shall be Common Stock.
The Preferred Stock and the Common Stock shall each have a par value of $.01 per
share, and the aggregate par value of all shares of Preferred Stock is $10,000
and of all shares of Common Stock is $2,000,000."
3. The foregoing amendment of the Restated Certificate of Incorporation
has been duly approved by the board of directors.
4. The foregoing amendment of the Restated Certificate of Incorporation
has been duly approved by the required vote of stockholders in accordance with
Section 216 of the General Corporation Law and Article II, Section 9 of the
Bylaws of the Corporation.
We further declare under penalty of perjury under the laws of the State of
Delaware that the matters set forth in this certificate are true and correct of
our own knowledge.
Date: April 24, 1990
/s/ Robb A. Kundtz
-------------------------------------
Robb A. Kundtz, Vice President,
Administration
ATTEST: /s/ David A. Drennan
-------------------------------------
David A. Drennan, Assistant Secretary
CERTIFICATE OF ELIMINATION OF THE
CERTIFICATE OF DESIGNATION OF RIGHTS,
PREFERENCES AND PRIVILEGES OF
SERIES A PARTICIPATING PREFERRED STOCK
OF
SEAGATE TECHNOLOGY, INC.
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
We, Alan F. Shugart and Donald L. Waite, the Chairman of the Board and
Chief Executive Officer and the Secretary, respectively, of Seagate Technology,
Inc., a corporation organized and existing under the General Corporation Law of
the State of Delaware, in accordance with the provision of Section 103 thereof,
DO HEREBY CERTIFY:
That pursuant to the authority conferred upon the Board of Directors by the
Restated Certificate of Incorporation of the said corporation, the said Board of
Directors on October 27, 1994 adopted the following resolution eliminating the
series of 800,000 shares of Preferred Stock designated as Series A Participating
Preferred Stock:
"RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Corporation by the restated Certificate of Incorporation, the Board of
Directors has determined that as none of the authorized shares of the Series A
Participating Preferred Stock, consisting of 800,000 shares, $.01 par value, are
outstanding, and as none of the authorized shares of the Series A Participating
Preferred Stock will be issued pursuant to the Certificate of Designation of
Rights, Preferences and Privileges of Series A Participating Preferred Stock
previously filed with the Secretary of State of the State of Delaware on
December 5, 1988, the Board hereby resolves that the Series A Participating
Preferred Stock shall be eliminated."
IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do
affirm the foregoing as true under penalties of perjury this 1st day of
December, 1994.
/s/ Alan F. Shugart
-------------------------
Alan F. Shugart
Chairman of the Board and
Chief Executive Officer
ATTEST:
/s/ Donald L. Waite
- --------------------------
Donald L. Waite, Secretary
CERTIFICATE OF AMENDMENT OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF SEAGATE TECHNOLOGY, INC.
Alan F. Shugart and Donald L. Waite certify that:
1. They are the President, Chief Executive Officer and Chairman of the
Board and the Executive Vice President, Chief Administrative Officer,
Chief Financial Officer, and Secretary, respectively, of SEAGATE
TECHNOLOGY, INC., a Delaware corporation.
2. Article 4(a) of the Restated Certificate of Incorporation of this
corporation is amended in its entirety to read as follows:
"The Corporation is authorized to issue two classes of shares to
be designated, respectively, "Preferred Stock" and "Common
Stock." The total number of shares which the Corporation shall
have authority to issue is Six Hundred One Million (601,000,000),
of which One Million (1,000,000) shall be Preferred Stock and Six
Hundred Million (600,000,000) shall be Common Stock. The
Preferred Stock and the Common Stock shall each have a par value
of $0.01 per share, and the aggregate par value of all shares of
Preferred Stock is $10,000 and of all shares of Common Stock is
$6,000,000."
3. The foregoing amendment of the Restated Certificate of Incorporation
has been duly approved by this corporation's Board of Directors in
accordance with Section 242 of the Delaware General Corporation Law.
4. The foregoing Amendment of the Restated Certificate of Incorporation
has been duly approved by the stockholders in accordance with Sections
216 and 242 of the Delaware General Corporation Law and the Bylaws of
this corporation.
We hereby further declare and certify under penalty of perjury under the
laws of the State of Delaware that the facts set forth in the foregoing
certificate are true and correct of our own knowledge and that this Certificate
of Amendment is our act and deed.
Executed at Scotts Valley, California, this 24th day of October, 1996.
/s/ Alan F. Shugart
-------------------------------------------------------
Alan F. Shugart, President, Chief Executive Officer and
Chairman of the Board
ATTEST: /s/ Donald L. Waite
-------------------------------------------------------
Donald L. Waite, Executive Vice President, Chief
Administrative Officer, Chief Financial Officer and
Secretary