EXHIBIT 3.6
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
MICROELECTRONIC PACKAGING, INC.,
a California Corporation
The undersigned Timothy da Silva and Warren T. Lazarow hereby certify
that:
ONE: They are the duly elected and acting President and Assistant
Secretary, respectively, of said corporation.
TWO: The Amended and Restated Articles of Incorporation of said
corporation shall be amended and restated to read in full as follows:
ARTICLE I
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The name of the corporation (herein called the "Corporation") is
MICROELECTRONIC PACKAGING, INC.
ARTICLE II
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The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
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
Corporations Code.
ARTICLE III
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(a) Class of Stock. The Corporation is authorized to issue one class
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of stock to be designated "Common Stock," no par value per share. The total
number of shares that the Corporation is authorized to issue is fifteen million
(15,000,000) shares. Fifteen million (15,000,000) shares shall be Common Stock.
(b) Rights and Restrictions of Common Stock. The Common Stock
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authorized by this Amended and Restated Articles of Incorporation shall have the
rights and restrictions as follows:
1. Dividend Rights. The holders of the Common Stock shall be
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entitled to receive, when and as declared by the Board of Directors, out of any
assets of the Corporation legally available therefor, such dividends as may be
declared from time to time by the Board of Directors.
2. Liquidation Rights. In the event of any voluntary or involuntary
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liquidation, dissolution or winding up of the Corporation, the holders of shares
of the Common Stock shall be entitled to receive all of the assets of the
Corporation available for distribution to its shareholders, ratably in
proportion to the number of shares of the Common Stock held by them.
3. Redemption. The Common Stock is not redeemable.
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4. Voting Rights. The holders of shares of Common Stock shall be
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entitled to vote on all matters at all meetings of the shareholders of the
Corporation and shall be entitled to one vote for each share of Common Stock
entitled to vote at such meeting.
ARTICLE IV
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Except as otherwise provided in this Amended and Restated Articles of
Incorporation, in furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, repeal, alter,
amend and rescind any or all of the Bylaws of the Corporation.
ARTICLE V
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The number of directors of the Corporation shall be fixed from
time to time by a bylaw or amendment thereof duly adopted by the Board of
Directors or by the shareholders of the Corporation.
ARTICLE VI
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Elections of directors need not be by ballot unless a shareholder
demands election by ballot at a meeting of shareholders and before the voting
begins or unless the Bylaws of the Corporation shall so provide.
ARTICLE VII
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Meetings of shareholders may be held within or without the State of
California, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
California at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation.
ARTICLE VIII
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A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted by the California General
Corporation Law. Any repeal or modification of this Article VIII by the
shareholders of the Corporation shall
2.
not adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.
ARTICLE IX
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The Corporation is authorized to indemnify the directors and officers
of the Corporation to the fullest extent permissible under California law.
ARTICLE X
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The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Amended and Restated Articles of Incorporation,
in the manner now or hereafter prescribed by statute, and all rights conferred
upon shareholders herein are granted subject to this reservation.
* * *
THREE: The foregoing amendment and restatement has been approved by
the Board of Directors of said Corporation.
FOUR: The foregoing amendment and restatement was approved by the
holders of the requisite number of shares of said Corporation in accordance with
Sections 902 and 903 of the California General Corporation Law; the total number
of outstanding shares of the only class entitled to vote with respect to the
foregoing amendment was 5,508,813 shares of Common Stock. The number of shares
voting in favor of the foregoing amendment equaled or exceeded the vote
required, such required vote being a majority of the outstanding shares of
Common Stock.
IN WITNESS WHEREOF, the undersigned has executed this certificate on
May 29, 1996.
______________________________
Timothy da Silva, President
______________________________
Warren T. Lazarow,
Assistant Secretary
3.
The undersigned certify under penalty of perjury that they have read
the foregoing Amended and Restated Articles of Incorporation and know the
contents thereof, and the statements therein are true.
Executed at San Diego, California, on May 29, 1996.
_____________________________
Timothy da Silva
_____________________________
Warren T. Lazarow
4.