EXHIBIT 3.1
SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
ISE LABS, INC.
Saeed A. Malik and Warren T. Lazarow certify that:
1. They are the president and the secretary, respectively, of ISE LABS,
INC., a California corporation.
2. The articles of incorporation of this corporation are amended and
restated to read as follows:
ARTICLE I.
The name of the corporation is ISE LABS, INC.
ARTICLE II.
The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporations
Law of California other than the banking business, the trust company business,
or the practice of a profession permitted to be incorporated by the California
Corporation Code.
ARTICLE III.
A. Classes of Stock. This corporation is authorized to issue two
----------------
classes of capital stock to be designated, respectively, "Common Stock" and
"Preferred Stock." The total number of shares which the corporation is
authorized to issue is Fifty-Three Million (53,000,000) shares. Fifty Million
(50,000,000) shares shall be Common Stock, par value $.001 per share, and Three
Million (3,000,000) shares shall be Preferred Stock, par value $.001 per share.
B. Rights, Preferences and Restrictions of Preferred Stock. The
-------------------------------------------------------
Preferred Stock authorized by these Restated Articles of Incorporation may be
issued from time to time in one or more series, without further shareholder
approval. The Board of Directors is hereby authorized to fix or alter the
rights, preferences, privileges and restrictions granted to or imposed upon any
such series of Preferred Stock, and the number of shares constituting any such
series and the designation thereof, or of any of them. Subject to compliance
with applicable protective voting rights which have been or may be granted to
the Preferred Stock or series thereof in Certificates of Determination or this
corporation's Articles of
Incorporation ("Protective Provisions"), but notwithstanding any other rights of
the Preferred Stock or any series thereof, the rights, privileges, preferences
and restrictions of any such additional series may be subordinated to, pari
----
passu with (including, without limitation, inclusion in provisions with respect
- -----
to liquidation and acquisition preferences, redemption and/or approval of
matters by vote or written consent), or senior to any of those of any present or
future class or series of Preferred or Common Stock. Subject to compliance with
applicable Protective Provisions, the Board of Directors is also authorized to
increase or decrease the number of shares of any series, prior or subsequent to
the issue of that series, but not below the number of shares of such 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 which they had
prior to the adoption of the resolution originally fixing the number of shares
of such series.
ARTICLE IV.
Effective when this corporation becomes a listed corporation within
the meaning of Section 301.5 of the Corporations Code, shareholders of this
corporation shall not be entitled to cumulate their votes at any election of
directors of this corporation.
ARTICLE V.
This Article V shall become effective only when this corporation
becomes a listed corporation within the meaning of Section 301.5 of the
Corporations Code.
The Board of Directors shall be and is divided into two classes, Class
I and Class II. Such classes shall be as nearly equal in number of directors as
possible. Each director shall serve for a term ending on the second annual
meeting following the annual meeting at which such director was elected;
provided, however, that (i) the directors first elected to Class I after this
provision becomes effective shall serve for a term ending on the annual meeting
next following the end of the calendar year after this provision becomes
effective and (ii) the directors first elected to Class II shall serve for a
term ending on the second annual meeting next following the end of the calendar
year in which this provision becomes effective. The foregoing notwithstanding,
each director shall serve until his successor shall have been duly elected and
qualified, unless he or she shall resign, become disqualified, disabled or shall
otherwise be removed.
At each annual election, directors chosen to succeed those whose terms
then expire shall be of the same class as the directors they succeed.
Notwithstanding the provision that the classes shall be as nearly equal in
number of directors as possible, in the event of any change in the authorized
number of directors each director then continuing to serve as such shall
nevertheless continue as a director of the class of which he is a member until
the expiration of his current term, or his prior death, resignation or removal.
If any newly created
directorship may, consistently with the provision that the classes shall be as
nearly equal in number of directors as possible, be allocated to any class, the
Board shall allocate it to that ofthe available class whose term of office is
due to expire at the earliest date following such allocation.
ARTICLE VI.
The liability of the directors of this corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.
The corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) through bylaw
provisions, agreements with agents, vote of shareholders or disinterested
directors or otherwise, in excess of the indemnification otherwise permitted by
Section 317 of the California Corporations Code, subject only to applicable
limits set forth in Section 204 of the California Corporations Code with respect
to actions for breach of duty to the corporation and its shareholders."
* * *
3. The foregoing second amendment and restatement of the articles of
incorporation has been duly approved by the board of directors.
4. The foregoing second amendment and restatement of the articles of
incorporation has been duly approved by the required vote of shareholders in
accordance with Section 902 of the Corporations Code. The total number of
outstanding shares of the corporation is 17,500,000 shares of Common Stock. No
shares of Preferred Stock have been issued and are outstanding. The number of
shares voting in favor of the amendment equaled or exceeded the vote required.
The percentage vote required was at least 80% to establish the provisions of
Article V and at least 70% for all other provisions of this corporation's Second
Amended and Restated Articles of Incorporation.
We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and
correct of our own knowledge.
DATE: May______, 1998.
_______________________________
Saeed A. Malik, President
_______________________________
Warren T. Lazarow, Secretary