EXHIBIT 3.1
RESTATED
CERTIFICATE OF INCORPORATION
OF
POWER INTEGRATIONS, INC.
POWER INTEGRATIONS, INC., a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is Power Integrations, Inc.
2. The original name of the corporation was Power Integrations Delaware
Corporation.
3. The date of filing of its original Certificate of Incorporation with
the Secretary of State of the State of Delaware was August 12, 1997.
4. This Restated Certificate of Incorporation was duly adopted in
accordance with the provisions of Section 245 of the Delaware General
Corporation Law. This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the corporation's
certificate of incorporation as heretofore amended, and there is no discrepancy
between those provisions and the provisions of this Restated Certificate.
5. This Restated Certificate of Incorporation restates and integrates the
Certificate of Incorporation of this corporation as herein set forth in full:
FIRST: The name of the corporation is Power Integrations, Inc.
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(hereinafter sometimes referred to as the "Corporation").
SECOND: The address of the registered office of the Corporation in the
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State of Delaware is Incorporating Services, Ltd., 15 East North
Street, in the City of Dover, County of Kent. The name of the
registered agent at that address is Incorporating Services, Ltd.
THIRD: The purpose of the Corporation is to engage in any lawful act or
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activity for which a corporation may be organized under the
General Corporation Law of Delaware.
FOURTH:
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STOCK
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The Corporation is authorized to issue two classes of stock to be
designated, respectively, "Preferred Stock" and "Common Stock."
The total number of shares of Preferred Stock the Corporation
shall have authority to issue is 3,000,000, $0.001 par value per
share, and the total number of shares of Common Stock the
Corporation shall have authority to issue is 40,000,000, $0.001
par value per share. The shares of Preferred Stock shall
initially be undesignated as to series.
The Board of Directors is hereby authorized, within the
limitations and restrictions stated herein, to determine or alter
the rights, preferences, privileges and restrictions granted to
or imposed upon a wholly unissued series of Preferred Stock, and
the number of shares constituting any such series and the
designation thereof, or any of them; and to increase or decrease
the number of shares constituting any such series and the
designation thereof, or any of them; and to increase or decrease
the number of shares of any series subsequent to the issue of
shares of that series, but, in respect of decreases, not below
the number of shares of such series then outstanding. In case the
number of shares of any series should be so decreased, the shares
constituting such decrease shall resume the status which they had
prior to the adoption of the resolutions originally fixing the
number of shares of such series.
FIFTH: The following provisions are inserted for the management of the
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business and the conduct of the affairs of the Corporation, and
for further definition, limitation and regulation of the powers
of the Corporation and of its directors and stockholders:
A. The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors. In addition to
the powers and authority expressly conferred upon them by statute
or by this Certificate of Incorporation or the Bylaws of the
Corporation, the directors are hereby empowered to exercise all
such powers and do all such acts and things as may be exercised
or done by the Corporation.
B. The directors of the Corporation need not be elected by written
ballot unless the Bylaws so provide.
C. Any action required or permitted to be taken by the stockholders
of the Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation and may not be
effected by any consent in writing by such stockholders.
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D. Special meetings of stockholders of the Corporation may be called
only (1) by the Board of Directors pursuant to a resolution
adopted by a majority of the total number of authorized directors
(whether or not there exist any vacancies in previously
authorized directorships at the time any such resolution is
presented to the Board for adoption) or (2) by the holders of not
less than ten percent (10%) of all of the shares entitled to cast
votes at the meeting.
SIXTH:
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A. The number of directors shall initially be set at five (5) and,
thereafter, shall be fixed from time to time exclusively by the
Board of Directors pursuant to a resolution adopted by a majority
of the total number of authorized directors (whether or not there
exist any vacancies in previously authorized directorships at the
time any such resolution is presented to the Board for adoption).
The directors shall be divided into three classes with the term
of office of the first class (Class I) to expire at the 1998
annual meeting of the stockholders; the term of office of the
second class (Class II) to expire at the 1999 annual meeting of
stockholders; the term of office of the third class (Class III)
to expire at the annual meeting of stockholders to be held in the
year 2000; and thereafter for each such term to expire at each
third succeeding annual meeting of stockholders after such
election. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, a vacancy resulting from the
removal of a director by the stockholders as provided in Article
SIXTH, Section C below may be filled at a special meeting of the
stockholders held for that purpose. All directors shall hold
office until the expiration of the term for which elected, and
until their respective successors are elected, except in the case
of the death, resignation, or removal of any director.
B. Subject to the rights of the holders of any series of Preferred
Stock then outstanding, newly created directorships resulting
from any increase in the authorized number of directors or any
vacancies in the Board of Directors resulting from death,
resignation or other cause (other than removal from office by a
vote of the stockholders) may be filled only by a majority vote
of the directors then in office, though less than a quorum, and
directors so chosen shall hold office for a term expiring at the
next annual meeting of stockholders at which the term of office
of the class to which they have been elected expires, and until
their respective successors are elected, except in the case of
the death, resignation, or removal of any director. No decrease
in the number of directors constituting the Board of Directors
shall shorten the term of any incumbent director.
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C. Subject to the rights of the holders of any series of Preferred
Stock then outstanding, any directors, or the entire Board of
Directors, may be removed from office at any time, with or
without cause, but only by the affirmative vote of the holders of
at least a majority of the voting power of all of the then
outstanding shares of capital stock of the Corporation entitled
to vote generally in the election of directors, voting together
as a single class. Vacancies in the Board of Directors resulting
from such removal may be filled by a majority of the directors
then in office, though less than a quorum, or by the stockholders
as provided in Article SIXTH, Section A above. Directors so
chosen shall hold office for a term expiring at the next annual
meeting of stockholders at which the term of office of the class
to which they have been elected expires, and until their
respective successors are elected, except in the case of the
death, resignation, or removal of any director.
SEVENTH: The Board of Directors is expressly empowered to adopt, amend or
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repeal Bylaws of the Corporation. Any adoption, amendment or
repeal of Bylaws of the Corporation by the Board of Directors
shall require the approval of a majority of the total number of
authorized directors (whether or not there exist any vacancies in
previously authorized directorships at the time any resolution
providing for adoption, amendment or repeal is presented to the
Board). The stockholders shall also have power to adopt, amend
or repeal the Bylaws of the Corporation. Any adoption, amendment
or repeal of Bylaws of the Corporation by the stockholders shall
require, in addition to any vote of the holders of any class or
series of stock of the Corporation required by law or by this
Certificate of Incorporation, the affirmative vote of the holders
of at least sixty-six and two-thirds percent (66-2/3%) of the
voting power of all of the then outstanding shares of the capital
stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class.
EIGHTH: A director of the Corporation shall not be personally liable to
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the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (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 involved intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which
the director derived an improper personal benefit.
If the Delaware General Corporation Law is hereafter amended to
authorize the further elimination or limitation of the liability
of a director, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.
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Any repeal or modification of the foregoing provisions of this
Article EIGHTH by the stockholders of the Corporation shall not
adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.
NINTH: The Corporation reserves the right to amend or repeal any
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provision contained in this Certificate of Incorporation in the
manner prescribed by the laws of the State of Delaware and all
rights conferred upon stockholders are granted subject to this
reservation; provided, however, that, notwithstanding any other
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provision of this Certificate of Incorporation or any provision
of law which might otherwise permit a lesser vote or no vote, but
in addition to any vote of the holders of any class or series of
the stock of this Corporation required by law or by this
Certificate of Incorporation, the affirmative vote of the holders
of at least 66-2/3% of the voting power of all of the then
outstanding shares of the capital stock of the Corporation
entitled to vote generally in the election of directors, voting
together as a single class, shall be required to amend or repeal
this Article NINTH, Article FIFTH, Article SIXTH, Article SEVENTH
or Article EIGHTH.
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IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been
executed on behalf of the Corporation by its President and Chief Executive
Officer and attested by Robert G. Staples, its Secretary, this 12th day of
January, 1998.
POWER INTEGRATIONS, INC.
By: /s/ H. F. Earhart
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Howard F. Earhart, President and
Chief Executive Officer
Attest:
By: /s/ Robert G. Staples
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Robert G. Staples, Secretary
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