Exhibit 3.3
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:
I. NAME
The name of the corporation is ISE LABS, INC.
II. PURPOSE
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.
III. NUMBER OF DIRECTORS
The number of directors of this corporation is five.
IV. CHANGE IN NUMBER OF DIRECTORS
The number of directors may be changed only by an amendment of these
articles adopted by the affirmative vote of not less than 80% of the shares
entitled to vote thereon.
V. SHARES
This corporation is authorized to issue one class of stock to be
designated "Common Stock." The total number of shares which the corporation is
authorized to issue is Forty Million (40,000,000) shares, $0.001 par value per
share. No distinctions shall exist between the shares of the corporation or the
holders thereof.
This Article V can be amended only by the vote or written consent of
the holders of at least 70% of the outstanding voting shares.
VI. INDEMNIFICATION
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 amendment and restatement of the articles of
incorporation has been duly approved by the board of directors.
4. The foregoing 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 17,499,988. The number of shares
voting in favor of the amendment equaled or exceeded the vote required. The
percentage vote required was at least 80%.
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: December 31, 1997.
/s/ Saeed A. Malik
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Saeed A. Malik, President
/s/ Warren T. Lazarow
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Warren T. Lazarow, Secretary
FIRST AMENDMENT TO THE
BYLAWS OF
ISE LABS, INC.
The Bylaws of ISE Labs, Inc. (the "Company") are hereby amended,
effective as of August 1, 1992, in the following respect:
1. Section 10.03 of Article X is hereby deleted in its entirety.
2. Except as modified by this First Amendment, all the terms and
provisions of the Bylaws shall continue in full force and effect.
CERTIFICATE OF PRESIDENT OF
ISE LABS, INC.
The undersigned, Saeed Malik hereby certifies that he is the duly
elected and acting President of ISE Labs, Inc., a California corporation (the
"Corporation"), and that the First Amendment to the Bylaws attached hereto was
duly adopted by Written Consent of the Board of Directors on August 1, 1992.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his name
this 1st day of August, 1992.
/s/ Saeed Malik
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Saeed Malik, President
SECOND AMENDMENT TO THE
BYLAWS OF
ISE LABS, INC.
The Bylaws of ISE Labs, Inc. (the "Company") are hereby amended,
effective as of October 13, 1997, in the following respects:
1. Section 10.01 of Article X is hereby deleted in its entirety.
2. Subsection (e) is hereby added to Section 10.04 of Article X to
read as follows:
"(e) The provisions of this Section 10.04 shall terminate upon
the earliest to occur of (i) the first date on which shares of the Common
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Stock are held of record by more than five hundred (500) persons, (ii) a
firm commitment underwritten public offering, pursuant to an effective
registration statement under the Securities Act of 1933, as amended,
covering the offer and sale of the corporation's Common Stock, (iii) a
sale, transfer or other disposition of all or substantially all of the
corporation's assets or outstanding voting securities or the sale of at
least voting control of the corporation is effected through a merger,
reorganization, consolidation or recapitalization or (iv) December 31,
2002."
3. Except as modified by this Second Amendment, all the terms and
provisions of the Bylaws shall continue in full force and effect.
CERTIFICATE OF SECRETARY OF
ISE LABS, INC.
The undersigned, Warren T. Lazarow hereby certifies that he is the
duly elected and acting Secretary of ISE Labs, Inc., a California corporation
(the "Corporation"), and that the Second Amendment to the Bylaws attached hereto
was duly adopted by Written Consent of the Board of Directors on October 13,
1997.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his name
this 13th day of October, 1997.
/s/ Warren T. Lazarow
----------------------------
Warren T. Lazarow, Secretary
THIRD AMENDMENT TO THE
BYLAWS OF
ISE LABS, INC.
The Bylaws of ISE Labs, Inc. (the "Company") are hereby amended,
effective as of December 31, 1997, in the following respects:
1. Section 3.02 of Article III is amended and restated to read as
follows:
"Section 3.02 Number and Qualifications of Directors. The
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Authorized number of Directors shall be five until changed by a duly
adopted amendment to the Articles of Incorporation."
2. Except as modified by this Third Amendment, all the terms and
provisions of the Bylaws shall continue in full force and effect.
CERTIFICATE OF SECRETARY OF
ISE LABS, INC.
The undersigned, Warren T. Lazarow hereby certifies that he is the
duly elected and acting Secretary of ISE Labs, Inc., a California corporation
(the "Corporation"), and that the Third Amendment to the Bylaws attached hereto
was duly adopted by Written Consent of the Board of Directors on December 31,
1997.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his name
this 31st day of December, 1997.
/s/ Warren T. Lazarow
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Warren T. Lazarow, Secretary