EXHIBIT 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
RADYNE CORPORATION
(as amended)
Under Section 807 of the Business Corporation Law
Pursuant to the provisions of Section 807 of the Business
Corporation Law, the undersigned, being the President and the Secretary of
the corporation, hereby certify as follows:
FIRST: The name of the corporation is: Radyne Corp.
SECOND: The date when the certificate of incorporation was
filed by the Department of State is the 25th day of November, 1980.
THIRD: The certificate of incorporation is amended to effect
the following amendments:
1. Paragraph SECOND of the certificate of incorporation, relating
to the purpose for which the corporation is formed, is hereby amended to read
as follows:
"SECOND: The purpose for which the Corporation is formed is to
engage in any lawful act or activity for which corporations may be
organized under the Business Corporation Law of the State of New
York; provided, however, that the Corporation is not formed to engage
in any act or activity requiring the consent or approval of any state
official, department, board, agency or other body without such
consent or approval first being obtained."
2. Paragraph FIFTH of the certificate of incorporation,
relating to the elimination of shareholder's preemptive rights, is hereby
added, reading as follows:
"FIFTH: No holder of shares of the corporation of any class
shall be entitled as such, as a matter of right, to subscribe for,
purchase or receive any shares of the Corporation of any class, or
any securities convertible into, exchangeable for, or carrying a
right or option to purchase its shares of any class, whether now or
hereafter authorized and whether issued, sold or offered for sale by
the Corporation for cash or other consideration or by way of
dividend, split of shares or otherwise."
3. Paragraph SIXTH of the certificate of incorporation, regarding
the designation of the Secretary of State as agent upon whom any process
against the corporation may be served, is hereby amended to read as follows:
"SIXTH: The Secretary of State is designated as agent of the
Corporation upon which process against it may be served. The post
office address to which the Secretary of State shall mail a copy of
any process against the Corporation served upon him is c/o John B.
Wade, III, Brock, Fensterstock, Silverstein, McAuliffe & Wade, LLC,
153 East 53rd Street, 56th Floor, New York, New York 10022."
4. The number of issued shares of the corporation's common stock,
par value $.002 per share, is hereby amended from 18,798,605 to 3,759,721 on
a 5 for 1
basis. The authorized and unissued shares of the corporation's common stock,
par value $.002 per share, is hereby amended from 1,201,395 to 16,240,279, an
increase of 15,038,884.
The text of the certificate of incorporation, as amended
heretofore, is hereby restated as further amended to read as herein set forth
in full:
"FIRST: The name of the Corporation is: Radyne Corp.
SECOND: The purpose for which the Corporation is formed is to
engage in any lawful act or activity for which corporations may be
organized under the Business Corporation Law of the State of New
York; provided, however, that the Corporation is not formed to engage
in any act or activity requiring the consent or approval of any state
official, department, board, agency or other body without such
consent or approval first being obtained.
THIRD: The office of the Corporation in the State of New York
shall be located in the County of Suffolk.
FOURTH: The Corporation shall be authorized to issue twenty
million (20,000,000) shares of common stock, par value $.002 per
share.
FIFTH: No holder of shares of the Corporation of any class
shall be entitled as such, as a matter of right, to subscribe for,
purchase or receive any shares of the Corporation of any class, or
any securities convertible into, exchangeable for, or carrying a
right or option to purchase its shares of any class, whether now or
hereafter authorized and whether issued, sold or offered for sale by
the Corporation for cash or other consideration or by way of
dividend, split of shares or otherwise.
SIXTH: The Secretary of State is designated as agent of the
Corporation upon which process against it may be served. The post
office address to which the Secretary of State shall mail a copy of
any process against the Corporation served upon him is c/o John B.
Wade, III, Brock, Fensterstock, Silverstein, McAuliffe & Wade, LLC,
153 East 53rd Street, 56th Floor, New York, New York 10022.
SEVENTH: A director of the Corporation shall not be personally
liable to the Corporation or its shareholders for damages for any
breach of duty as a director; provided that, except as hereinafter
provided, this Article SEVENTH shall neither eliminate nor limit
liability: (a) if a judgment or final
adjudication adverse to the director establishes that (i) the
director's acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law, (ii) the
director personally gained in fact a financial profit or other
advantage to which the director was not legally entitled, or (iii)
the director's acts violated Section 719 of the New York Business
Corporation Law; or (b) for any act or omission prior to the
effectiveness of this Article SEVENTH. If the Corporation hereafter
may by law be permitted to further eliminate or limit the personal
liability of directors, then pursuant hereto the liability of a
director of the Corporation shall, at such time, automatically be
further eliminated or limited to the fullest extent permitted by law.
Any repeal of or modification to the provisions of this Article
SEVENTH shall not adversely affect any right or protection of a
director of the Corporation existing pursuant to this Article SEVENTH
immediately prior to such repeal or modification.
EIGHTH: The Corporation may, to the fullest extent permitted by
Section 721 through 726 of the Business Corporation Law of New York,
indemnify any and all directors and officers whom it shall have power
to indemnify under the said sections from and against any and all of
the expenses, liabilities or other matters referred to in or covered
by such section of the Business Corporation Law, and the
indemnification provided for herein shall not be deemed exclusive of
any other rights to which the persons so indemnified may be entitled
under any By-Law, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his/her official
capacity and as to action in another capacity by holding such office,
and shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person."
FOURTH: This restatement of the certificate of incorporation
was authorized by an affirmative vote of the holders of a majority of all
outstanding shares entitled to vote thereon, at a meeting of shareholders
subsequent to the affirmative vote of the board of directors of the
corporation.
IN WITNESS WHEREOF, we hereunto sign our names and affirm that
the statements made herein are true under the penalties of perjury, this
8th day of January, 1997.
RADYNE CORP.
/s/ Robert C. Fitting
-----------------------------
Robert C. Fitting, President
/s/ Garry Kline
-----------------------------
Garry Kline, Secretary
CERTIFICATE OF CHANGE
OF
RADYNE CORP.
Under Section 805-A of the Business Corporation Law
The undersigned hereby execute this Certificate of Change of Radyne
Corp. pursuant to Section 805-A of the Business Corporation Law of the State
of New York, and hereby certify as follows:
1. The name of the corporation is Radyne Corp. (the
"Corporation").
2. The Restated Certificate of Incorporation of the Corporation
was filed with the State of New York Department of State on January 13, 1997.
3. The Restated Certificate of Incorporation is changed to
provide for the change of post office address to which the Secretary of State
shall mail a copy of any process against the Corporation served upon him. To
effect the foregoing change, the second sentence of Paragraph "SIXTH" of the
Restated Certificate of Incorporation of the Corporation is hereby amended in
its entirety to read as follows:
"The post office address to which the Secretary of State
shall mail a copy of any process against the Corporation
served upon him is c/o John B. Wade, III, Dorsey & Whitney
LLP, 250 Park Avenue, New York, New York 10177."
4. The foregoing Certificate of Change was authorized by the
unanimous written consent of the board of directors of the Corporation.
IN WITNESS WHEREOF, we have executed this certificate on October
31, 1997 and do hereby affirm the statement contained herein as true under
penalties of perjury.
/s/ Robert C. Fitting
--------------------------------
Robert C. Fitting, President
/s/ Garry Kline
--------------------------------
Garry Kline, Secretary
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
RADYNE CORP.
Under Section 805 of the Business Corporation Law
Pursuant to the provisions of Section 805 of the Business
Corporation Law, the undersigned, being the President and the Secretary of
the corporation, hereby certify as follows:
FIRST: The name of the corporation is: Radyne Corp.
SECOND: The date when the certificate of incorporation was filed
by the Department of State is the 25th day of November, 1980.
THIRD: The certificate of incorporation is amended to effect the
following amendments:
1. As permitted by Sections 903, 909 and 913 of the Business
Corporation Law, Paragraph NINTH, prescribing a majority of the votes of all
outstanding shares entitled to vote thereon as the required vote for adoption
or approval of a plan of merger or consolidation, a sale lease, exchange or
other disposition of all or substantially all of the assets of the
corporation or a plan for
binding share exchanges, is added to the certificate of incorporation to read
as follows:
"NINTH: By an affirmative vote of the holders of a majority of
all outstanding shares entitled to vote thereon, (i) a plan of merger
or consolidation in which the corporation would be a constituent
corporation may be adopted by the shareholders of the corporation as
provided in Section 903 of the Business Corporation Law, (ii) a sale,
lease, exchange or other disposition of all or substantially all of
the assets of the corporation may be approved by the shareholders of
the corporation, and the shareholders of the corporation may fix, or
may authorize the board of directors of the corporation to fix, any
of the terms and conditions of such sale, lease, exchange or other
disposition and the consideration to be received by the corporation
therefor, as provided in Section 909 of the Business Corporation Law,
or (iii) a plan of exchange in which the corporation would be the
subject corporation, within the meaning of Section 913 of the
Business Corporation Law, may be adopted by the shareholders of the
corporation as provided in paragraph (c) of Section 913 of the
Business Corporation Law."
2. As permitted by Section 615 of the Business Corporation Law,
Paragraph TENTH, permitting the shareholders of the corporation under certain
circumstances to take action on the written consent of the holders of less
than all of the outstanding shares, is added to the certificate of
incorporation to read as follows:
"TENTH: Whenever the shareholders are required or permitted to
take any action by vote, such action may be taken without a meeting
on written consent, setting forth the action so taken, signed by the
holders of outstanding shares having not less than the minimum number
of votes that would be necessary to authorize or take such action at
a meeting at which all shares entitled to vote thereon were present
and voted; provided that no such written consent shall be effective
unless written consents signed by a sufficient number of holders to
take action are delivered to the corporation within the time, and in
the manner, required by paragraph (b) of Section 615 of the Business
Corporation Law."
FOURTH: This certificate of amendment of the certificate of
incorporation was authorized by an affirmative vote of the holders of a
majority of
all outstanding shares entitled to vote thereon, at a meeting
of shareholders subsequent to the affirmative vote of the board of
directors of the corporation.
IN WITNESS WHEREOF, we hereunto sign our names and affirm that
the statements made herein are true under the penalties of perjury, this
5th day of May, 1998.
RADYNE CORP.
/s/ ROBERT C. FITTING
-------------------------------
Robert C. Fitting, President
/s/ GARRY D. KLINE
-------------------------------
Garry D. Kline, Secretary