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EXHIBIT 3.1
RESTATED
CERTIFICATE OF INCORPORATION
OF
JDS UNIPHASE CORPORATION
JDS Uniphase Corporation, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as follows:
1. The name of the Corporation is JDS Uniphase Corporation. The
Corporation was originally incorporated under the name Uniphase Delaware, Inc.,
and the original Certificate Of Incorporation of the Corporation was filed with
the Secretary of State of the State of Delaware on June 23, 1993.
2. Pursuant to Section 245 of the General Corporation Law of the State of
Delaware, this Restated Certificate of Incorporation restates and integrates the
provisions of the Certificate of Incorporation of the Corporation and does not
further amend the provisions of the Corporation's Certificate of Incorporation
as theretofore amended or supplemented, and there is no discrepancy between
those provisions and the provisions of this Restated Certificate.
3. The text of the Certificate of Incorporation is hereby restated to
read in its entirety as follows:
ARTICLE 1
The name of the Corporation is JDS Uniphase Corporation.
ARTICLE 2
The address of the Corporation's registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of
New Castle. The name of the registered agent of the Corporation in the State of
Delaware at such address is The Corporation Trust Company.
ARTICLE 3
The purpose of the Corporation is to conduct any lawful business, to
promote any lawful purpose and to engage in any lawful act or activity for which
a corporation may be organized under the General Corporation Law of the State of
Delaware. The Corporation is to have perpetual existence.
ARTICLE 4
4.1. Authorized Capital Stock. The Corporation is authorized to issue two
classes of stock to be designated, respectively, "Common Stock" and "Preferred
Stock." The total number of shares which the Corporation is authorized to issue
is Six Billion One Million (6,001,000,000) shares. Six Billion (6,000,000,000)
shares shall be Common Stock, each having a par value of one-tenth of one cent
($.001). One million (1,000,000) shares shall be Preferred Stock, each having a
par value of one-tenth of one cent ($.001).
4.2. Preferred Stock. The Preferred Stock may be issued from time to time
in one or more series. The Board of Directors is hereby authorized, by filing a
certificate (a "Preferred Stock Designation") pursuant to the Delaware General
Corporation Law, to fix or alter from time to time the designation, powers,
preferences and rights of the shares of each such series and the qualifications,
limitations or restrictions of any wholly unissued series of Preferred Stock,
and to establish from time to
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time the number of shares constituting any such series or any of them; and to
increase or decrease the number of shares subsequent to the issuance of shares
of that series, but not below the number of shares of such series then
outstanding. In case the number of shares of any series shall be decreased in
accordance with the foregoing sentence, the shares constituting such decrease
shall resume the status that they had prior to the adoption of the resolution
originally fixing the number of shares of such series.
ARTICLE 5
5.1. Election of Directors. Elections of directors need not be by written
ballot unless the Bylaws of the Corporation shall so provide. At each annual
meeting of stockholders, directors of the Corporation shall be elected to hold
office until the expiration of the term for which they are elected, and until
their successors have been duly elected and qualified; except that if any such
election shall not be so held, such election shall take place at a stockholders'
meeting called and held in accordance with the Delaware General Corporation Law.
The directors of the Corporation shall be divided into three classes as nearly
equal in size as is practicable, hereby designated Class I, Class II and Class
III. The term of office of the initial Class I directors shall expire at the
next succeeding annual meeting of stockholders, the term of office of the
initial Class II directors shall expire at the second succeeding annual meeting
of stockholders and the term of office of the initial Class III directors shall
expire at the third succeeding annual meeting of stockholders. At each annual
meeting of stockholders, directors to replace those of a class whose terms
expire at such annual meeting shall be elected to hold office until the third
succeeding annual meeting and until their respective successors shall have been
duly elected and qualified. If the number of directors is hereafter changed, any
newly created directorships or decrease in directorships shall be so apportioned
among the classes as to make all classes as nearly equal in number as is
practicable.
5.2. Number of Directors. 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 stockholders. Vacancies occurring on the board of
directors for any reason may be filled by vote of a majority of the remaining
members of the board of directors, although less than a quorum, at any meeting
of the board of directors. A person so elected by the board of directors to fill
a vacancy shall hold office until the unexpired portion of the term of the
director whose place shall be vacant, and until his or her successor shall have
been duly elected and qualified.
5.3. Additional Authority. Except as otherwise provided in this Restated
Certificate 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 6
Stockholders of the Corporation shall take action by meetings held pursuant
to this Restated Certificate of Incorporation and the Bylaws. Stockholders of
the Corporation shall have no right to take any action by written consent
without a meeting. Subject to the rights of the holders of any stock having a
preference over the Common Stock as to the dividends or liquidation, special
meetings of the stockholders shall be called only by the Board, the Chairman of
the Board or the Chief Executive Officer. Stockholders shall not be permitted to
call a special meeting or to require the Board to call a special meeting of
stockholders. Meetings of stockholders may be held within or out of the State of
Delaware, 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
Delaware 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 7
Whenever a compromise or arrangement is proposed between the Corporation
and its creditors or any class of them and/or between the Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of the
Corporation or of any creditor or stockholder thereof, or on the application of
any receiver or receivers
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appointed for the Corporation under the provisions of Section 291 of Title 8 of
the Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for the Corporation under the provisions of
Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of the Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of the Corporation, as the case
may be, and also on the Corporation.
ARTICLE 8
8.1. Limitation of Directors' Liability. A director of the Corporation
shall not be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (a) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the General Corporation Law of the State of Delaware, or (d) for
any transaction from which the director derived any improper personal benefit.
8.2. Indemnification of Corporate Agents. To the fullest extent permitted
by applicable law, the Corporation is also authorized to provide indemnification
of (and advancement of expenses to) such agents (and any other persons to which
Delaware law permits this Corporation to provide indemnification) through Bylaw
provisions, agreements with such agents or other persons, vote of stockholders
or disinterested directors or otherwise, in excess of the indemnification and
advancement otherwise permitted by Section 145 of the General Corporation Law of
the State of Delaware law, subject only to limits created by applicable Delaware
law (statutory or non-statutory), with respect to actions for breach of duty to
the Corporation, its stockholders, and others.
8.3. Repeal or Modification. Any repeal or modification of the foregoing
provisions of this Article 8 shall not adversely affect any right of
indemnification or limitation of liability of an agent of the Corporation
relating to the acts or omissions occurring prior to such repeal or
modification.
ARTICLE 9
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Restated Certificate of Incorporation, in the manner
now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
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IN WITNESS WHEREOF, JDS Uniphase Corporation has caused this Restated
Certificate of Incorporation to be signed by its authorized officer this 21
day of December, 2000.
JDS UNIPHASE CORPORATION
By: /s/ MICHAEL C. PHILLIPS
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Michael C. Phillips
Senior Vice President, Business
Development and General Counsel
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