Exhibit 3.2
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
WILSON GREATBATCH TECHNOLOGIES, INC.
WILSON GREATBATCH TECHNOLOGIES, INC., a corporation duly incorporated
by the filing of its original Certificate of Incorporation with the Secretary of
State of the State of Delaware on June 13, 1997 under the name WGL Holdings,
Inc. (the "Corporation"), desiring to integrate into a single instrument all the
provisions of said Certificate of Incorporation now in effect and operative, and
desiring further to amend said Certificate of Incorporation, such restated
Certificate of Incorporation having been duly adopted in accordance with Section
245 of the General Corporation Law of the State of Delaware, hereby certifies as
follows:
1. Said Certificate of Incorporation is hereby restated to read in its
entirety as follows:
FIRST: The name of the Corporation is "WILSON GREATBATCH TECHNOLOGIES,
INC." (the "Corporation").
SECOND: The registered office of the Corporation in the State of
Delaware is located at Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801, County of New Castle. The registered agent for the Corporation
at such address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the Delaware General
Corporation Law, as amended from time to time (the "DGCL").
FOURTH: The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is 200,000,000 shares,
consisting of
(i) 100,000,000 shares of Preferred Stock, $.001 par value per share, and
(ii) 100,000,000 shares of Common Stock, $.001 par value per share.
Except as otherwise provided by law, the shares of capital stock of the
Corporation, regardless of class, may be issued by the Corporation from time to
time in such amounts, for such lawful consideration and for such corporate
purpose(s) as the Board of Directors may from time to time determine.
Shares of Preferred Stock may be issued from time to time in one or more
series of any number of shares as may be determined from time to time by the
Board of Directors; provided that the aggregate number of shares issued and not
canceled of any and all such series shall not exceed the total number of shares
of Preferred Stock authorized by this paragraph FOURTH. Each series of Preferred
Stock shall be distinctly designated. The Board of Directors is hereby expressly
granted authority to fix, in the resolution or resolutions providing for the
issuance of a particular series of Preferred Stock, the voting powers, if any,
of each such series, and the designations, preferences and relative,
participating, optional and other special rights of each such series, and the
qualifications, limitations and restrictions thereof to the fullest extent now
or hereafter permitted by this Restated Certificate of Incorporation and the
laws of the State of Delaware.
Subject to the provisions of applicable law or of the Corporation's
By-Laws with respect to the closing of the transfer books or the fixing of a
record date for the determination of stockholders entitled to vote, and except
as otherwise provided by law, by this Restated Certificate of Incorporation or
by the resolution or resolutions of the Board of Directors providing for the
issuance of any series of Preferred Stock as aforesaid, the holders of
outstanding shares of Common Stock shall exclusively possess the voting power
for the election of directors of the Corporation and for all other purposes as
prescribed by applicable law, with each holder of record of shares of Common
Stock having voting power being entitled to one vote for each share of Common
Stock registered in his or its name on the books, registers and/or accounts of
the Corporation.
FIFTH: A director of the Corporation shall not be personally liable either
to the Corporation or to any stockholder for monetary damages for breach of
fiduciary duty as a director, except (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, or (ii) for acts or omissions
which are not taken or omitted to be taken in good faith or which involve
intentional misconduct or knowing violation of the law, or (iii) for any matter
in respect of which such director shall be liable under Section 174 of Title 8
of the DGCL or any amendment or successor provision thereto, or (iv) for any
transaction from which the director shall have derived an improper personal
benefit. Neither the amendment nor the repeal of this paragraph FIFTH nor the
adoption of any provision of this Restated Certificate of Incorporation
inconsistent with this paragraph FIFTH shall eliminate or reduce the effect of
this paragraph FIFTH in respect of any matter occurring, or any cause of action,
suit or claim that, but for this paragraph FIFTH, would accrue or arise prior to
such amendment, repeal or adoption of an inconsistent provision.
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to, or testifies in, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative in nature, by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, employee benefit plan, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding to the fullest extent and in
the manner set forth in and permitted by the DGCL and any other applicable law,
as from time to time in effect, and the Corporation may adopt bylaws or enter
into agreements with any such person for the purpose of providing for such
indemnification. Such right of indemnification shall not be deemed exclusive of
any other rights to which such director, officer, employee or agent may be
entitled apart from the foregoing provisions.
SIXTH: The Board of Directors is expressly authorized to amend, alter,
change, adopt or repeal any or all of the By-Laws of the Corporation.
* * * *
2. Upon the filing of this Restated Certification of Incorporation with
the Secretary of State of the State of Delaware, each share of the Common Stock,
par value $.001 per share, of the Corporation issued and outstanding as of the
close of business on the date hereof shall, automatically by operation of law
and without any further action on the part of the Corporation or any holders of
shares of capital stock of the Corporation, be converted into and become
three-fifths (3/5) validly issued, fully paid and non-assessable share of the
Common Stock, par value $.001 per share, of the Corporation authorized for
issuance pursuant to this Restated Certificate of Incorporation.
3. This Restated Certificate of Incorporation has been duly adopted in
accordance with the provisions of sections 242 and 245 of the DGCL, and has been
duly adopted by written consent of stockholders of the Corporation in accordance
with the provisions of Section 228(a) of the DGCL.
IN WITNESS WHEREOF, WILSON GREATBATCH TECHNOLOGIES, INC. has caused its
corporate seal to be hereunto affixed and this certificate to be signed by Larry
T. DeAngelo, its Vice President, Administration and Secretary, and attested to
by Ernest Norman, its Assistant Secretary, as of the 15th day of August, 2000.
WILSON GREATBATCH TECHNOLOGIES, INC.
By: /s/ Larry T. DeAngelo
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Larry T. DeAngelo
Vice President, Administration and Secretary
Attest:
/s/ Ernest Norman
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Ernest Norman
Assistant Secretary