CERTIFICATE OF INCORPORATION
OF
APPLIED SPECTRUM TECHNOLOGIES, INC.
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Pursuant to Section 102 of the
Delaware General Corporation Law
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The undersigned, desiring to form a corporation pursuant to the provisions
of the General Corporation Law of the State of Delaware, hereby certifies as
follows:
1. The name of the Corporation is Applied Spectrum Technologies, Inc.
(hereinafter sometimes called "the Corporation").
2. The address of its registered office in the State of Delaware is
Corporate Trust Center, 1209 Orange Street, in the City of Wilmington County of
New Castle, Delaware 19801. The name of its registered agent at such address is
The Corporation Trust Company.
3. 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 the State of Delaware. The Corporation is to have a perpetual existence.
4. The total number of shares of stock that the Corporation is authorized
to issue is 155,000,000 shares, which are divided into two classes consisting of
(i) 150,000,000 shares of common stock, par value $.001 per share ("Common
Stock"), and (ii) 5,000,000 shares of preferred stock, par value $.001 per share
("Preferred Stock"), issuable in series as may be provided from time to time by
resolution of the Board of Directors.
A. Common Stock. Except as otherwise required by law or as otherwise
provided in any Preferred Stock Designation (as defined in Section B, below),
the holders of the Common Stock shall exclusively possess all voting power and
each share of Common Stock shall have one vote.
B. Preferred Stock. The Board of Directors is expressly authorized
to provide for the issue of all or any shares of the Preferred Stock, in one or
more series, and to fix for each such series such voting powers, full or
limited, and such designations, preferences and relative, participating,
optional or other special rights and such qualifications, limitations or
restrictions thereof as shall be stated and expressed in the resolution or
resolutions adopted by the Board of Directors providing for the issue of such
series (a "Preferred Stock Designation") and as may be permitted by the General
Corporation Law of the State of Delaware.
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5. The name and address of the sole incorporator are as follows:
Name Address
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Mark R. Littell 65 Norwood Avenue
Montclair, NJ 07043
6. The following provisions are inserted for the management of the
business and for 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. Election of directors need not be by ballot unless the by-laws of
the Corporation so provide.
B. The Board of Directors shall have the power, without the assent
or vote of the stockholders, to make, alter, amend, change, add to or repeal the
by-laws of the Corporation as provided in the by-laws of the Corporation.
C. The directors in their discretion may submit any contract or act
for approval or ratification at any annual meeting of the stockholders or at any
meeting of the stockholders called for the purpose of considering any such act
or contract, and any contract or act that shall be approved or be ratified by
the vote of the holders of a majority of the stock of the Corporation which is
represented in person or by proxy at such meeting and entitled to vote thereat
(provided that a lawful quorum of stockholders be there represented in person or
by proxy) shall be as valid and binding upon the Corporation and upon all the
stockholders as though it had been approved or ratified by every stockholder of
the Corporation, whether or not the contract or act would otherwise be open to
legal attack because of directors' interest, or for any other reason.
D. In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon them, 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; subject, nevertheless, to the provisions of the
statutes of Delaware, of this Certificate of Incorporation, and to any by-laws
from time to time made by the stockholders; provided, however, that no by-law so
made shall invalidate any prior act of the directors which would have been valid
if such by-law had not been made.
7. 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 (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 involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. Neither the amendment nor repeal of this Article
7, nor the adoption of any provision of this Certificate of Incorporation
inconsistent with this Article 7, shall eliminate or reduce the effect of this
Article 7 in respect of any matter occurring, or any cause of action, suit or
claim that, but for this Article 7, would accrue or arise prior to such
amendment, repeal or adoption of an inconsistent provision.
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8. The Corporation, to the full extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as amended from time to time,
shall indemnify all persons whom it may indemnify pursuant thereto.
9. Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
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 this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this 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 this 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 this 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 this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this 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 this Corporation, as the case may be,
and also on this Corporation.
IN WITNESS WHEREOF, I have signed of Incorporation this 3rd day of
October, 2005.
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Mark R. Littell
Sole Incorporator
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