AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
FUTURE MEDIA PRODUCTIONS, INC.
The undersigned, Alex Sandel and Dawn Dodson, do hereby certify that:
1. They are the President and Secretary, respectively, of Future Media
Productions, Inc., a California corporation (the "CORPORATION").
2. The Articles of Incorporation of this Corporation are amended and
restated to read as follows:
I.
The name of this Corporation is Future Media Productions, Inc.
II.
The purpose of this Corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California ("GCL") other than the banking business, the trust company business,
or the practice of a profession permitted to be incorporated by the GCL.
III.
A. The liability of the directors of this Corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.
B. This Corporation is authorized to provide for, whether by bylaw,
agreement or otherwise, the indemnification of agents (as defined in Section 317
of the GCL) of this Corporation in excess of that expressly permitted by such
Section 317 for those agents, for breach of duty to this Corporation and its
shareholders to the extent permissible under California law (as now or hereafter
in effect). In furtherance and not in limitation of the powers conferred by
statute:
1. this Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of this
Corporation, or is serving at the request of this Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not this Corporation would have the power to
indemnify against such liability under the provisions of law; and
2. this Corporation may create a trust fund, grant a security
interest and/or use other means (including, without limitation, letters of
credit, surety bonds and/or other similar
arrangements), as well as enter into contracts providing indemnification to
the fullest extent authorized or permitted by law and including as part
thereof provisions with respect to any or all of the foregoing to ensure the
payment of such amounts as may become necessary to effect indemnification as
provided therein, or elsewhere.
No such bylaw, agreement or other form of indemnification shall be
interpreted as limiting in any manner the rights which such agents would have to
indemnification in the absence of such bylaw, agreement or other form of
indemnification.
C. Any repeal or modification of the foregoing provisions of this Article
III by the shareholders of this Corporation shall not adversely affect any right
or protection of a director of this Corporation existing at the time of such
repeal or modification.
IV.
A. This Corporation is authorized to issue 45,000,000 shares of Common
Stock, no par value (hereinafter referred to as the "COMMON STOCK"), and
5,000,000 shares of Preferred Stock, no par value (hereinafter referred to as
the "PREFERRED STOCK").
B. Such Preferred Stock may be issued from time to time in one or more
series as shall be authorized by the Board of Directors of this Corporation.
The Board of Directors of this Corporation shall, prior to the issuance of any
such shares of any series of Preferred Stock, fix (i) the number of shares of
each such series of Preferred Stock and (ii) such distinctive designation or
title of each such series of Preferred Stock with such rights, privileges,
powers and preferences thereof.
C. Upon the filing of these amended and restated Articles of
Incorporation, each outstanding share of Common Stock shall, without any further
action on the part of the Corporation, be split and converted into 600 shares of
Common Stock.
V.
Cumulative voting for the election of directors of this Corporation shall
be eliminated effective upon the date this Corporation becomes, and for as long
as this Corporation is, a "listed corporation" within the meaning of Section
301.5 of the GCL.
3. The foregoing amendment and restatement of Articles of Incorporation
has been duly approved by the Board of Directors of this Corporation.
4. The foregoing amendment and restatement of Articles of Incorporation
has been duly approved by the required vote of shareholders in accordance with
Section 902 of the GCL. The total number of outstanding shares of this
Corporation was 15,000 shares (prior to the stock split effected hereby) of
Common Stock. The number of shares voting in favor of the amendment equaled or
exceeded the vote required. The percentage vote required was more than 50% of
the Common Stock.
2
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.
Executed at Los Angeles, California, on August 25, 1998.
/s/ ALEX SANDEL
---------------------------------------
Alex Sandel, President
/s/ DAWN DODSON
---------------------------------------
Secretary
3