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Certificate of Incorporation - Finisar Corp.

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                       RESTATED CERTIFICATE OF INCORPORATION

                                         OF

                                FINISAR CORPORATION

(Pursuant to Section 245 of the General Corporation Law of the State of
Delaware)

     Finisar Corporation, a corporation organized and existing under the
General Corporation Law of the State of Delaware on September 1, 1999 (the
"Corporation") certifies as follows:

     1.   The Corporation's Restated Certificate of Incorporation was duly
adopted by the Board of Directors by unanimous written consent in accordance
with Section 245 of the General Corporation Law.

     2.   The Corporation's Restated Certificate of Incorporation only restates
and integrates 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 the Restated
Certificate.

     3.   The Corporation's Certificate of Incorporation is restated to read in
full as follows:

     FIRST:    The name of the Corporation is Finisar Corporation.

     SECOND:   The address of the registered office of the Corporation in the
               State of Delaware is Incorporating Services, Ltd., 15 East North
               Street, in the City of Dover, County of Kent.  The name of the
               registered agent at that address is Incorporating Services, Ltd.

     THIRD:    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 Delaware.

     FOURTH:

     A.        The total number of shares of all classes of stock which the
               Corporation shall have authority to issue is 205,000,000
               consisting of 200,000,000 shares of Common Stock, par value
               one-tenth of one cent ($.001) per share (the "Common Stock")
               and 5,000,000 shares of Preferred Stock, par value one-tenth of
               one cent ($.001) per share (the "Preferred Stock").

     B.        The Board of Directors is authorized, subject to any limitations
               prescribed by law, to provide for the issuance of the shares of
               Preferred Stock in series, and by filing a certificate pursuant
               to the applicable law of the State of Delaware, to establish from
               time to time the number of shares to be included in each such
               series, and to fix the designation, powers,


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               preferences, and rights of the shares of each such series and
               any qualifications, limitations or restrictions thereon.  The
               number of authorized shares of Preferred Stock may be increased
               or decreased (but not below the number of shares thereof then
               outstanding) by the affirmative vote of the holders of a
               majority of the Common Stock without a vote of the holders of
               the Preferred Stock, or of any series thereof, unless a vote of
               any such holders is required pursuant to the certificate or
               certificates establishing the series of Preferred Stock.

     FIFTH:    The following provisions are inserted for the management of the
               business and 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.        The business and affairs of the Corporation shall be managed by
               or under the direction of the Board of Directors.  In addition to
               the powers and authority expressly conferred upon them by statute
               or by this Certificate of Incorporation or the Bylaws of the
               Corporation, 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.

     B.        The directors of the Corporation need not be elected by written
               ballot unless the Bylaws so provide.

     C.        On and after the closing date of the first sale of the
               Corporation's Common Stock pursuant to a firmly underwritten
               registered public offering (the "IPO"), any action required or
               permitted to be taken by the stockholders of the Corporation must
               be effected at a duly called annual or special meeting of
               stockholders of the Corporation and may not be effected by any
               consent in writing by such stockholders.  Prior to such sale,
               unless otherwise provided by law, any action which may otherwise
               be taken at any meeting of the stockholders may be taken without
               a meeting and without prior notice, if a written consent
               describing such actions is signed by the holders of outstanding
               shares having not less than the minimum number of votes which
               would be necessary to authorize or take such action at a meeting
               at which all shares entitled to vote thereon were present and
               voted.


     D.        Special meetings of stockholders of the Corporation may be called
               only (1) by the Board of Directors pursuant to a resolution
               adopted by a majority of the total number of authorized directors
               (whether or not there exist any vacancies in previously
               authorized directorships at the time any such resolution is
               presented to the Board for adoption) or (2) by the holders of not
               less than ten percent (10%) of all of the shares entitled to cast
               votes at the meeting.


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     SIXTH:


     A.        The number of directors shall initially be set at four (4) and,
               thereafter, shall be fixed from time to time exclusively by the
               Board of Directors pursuant to a resolution adopted by a
               majority of the total number of authorized directors (whether or
               not there exist any vacancies in previously authorized
               directorships at the time any such resolution is presented to
               the Board for adoption). Upon the closing of the IPO, the
               directors shall be divided into three classes with the term of
               office of the first class (Class I) to expire at the first
               annual meeting of the stockholders following the IPO; the term
               of office of the second class (Class II) to expire at the second
               annual meeting of stockholders held following the IPO; the term
               of office of the third class (Class III) to expire at the third
               annual meeting of stockholders; and thereafter for each such
               term to expire at each third succeeding annual meeting of
               stockholders after such election.  Subject to the rights of the
               holders of any series of Preferred Stock then outstanding, a
               vacancy resulting from the removal of a director by the
               stockholders as provided in Article SIXTH, Section C below may
               be filled at a special meeting of the stockholders held for that
               purpose.  All directors shall hold office until the expiration
               of the term for which elected, and until their respective
               successors are elected, except in the case of the death,
               resignation, or removal of any director.


     B.        Subject to the rights of the holders of any series of Preferred
               Stock then outstanding, newly created directorships resulting
               from any increase in the authorized number of directors or any
               vacancies in the Board of Directors resulting from death,
               resignation or other cause (other than removal from office by a
               vote of the stockholders) may be filled only by a majority vote
               of the directors then in office, though less than a quorum, and
               directors so chosen shall hold office for a term expiring at the
               next annual meeting of stockholders at which the term of office
               of the class to which they have been elected expires, and until
               their respective successors are elected, except in the case of
               the death, resignation, or removal of any director.  No decrease
               in the number of directors constituting the Board of Directors
               shall shorten the term of any incumbent director.


     C.        Subject to the rights of the holders of any series of Preferred
               Stock then outstanding, any directors, or the entire Board of
               Directors, may be removed from office at any time, with or
               without cause, but only by the affirmative vote of the holders of
               at least a majority of the voting power of all of the then
               outstanding shares of capital stock of the Corporation entitled
               to vote generally in the election of directors, voting together
               as a single class.  Vacancies in the Board of Directors resulting
               from such removal may be filled by a majority of the directors
               then in office, though less than a quorum, or by the stockholders
               as provided in Article SIXTH, Section A above.  Directors so
               chosen shall hold office for a term expiring at the next annual
               meeting of stockholders at which the term of office of


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               the class to which they have been elected expires, and until
               their respective successors are elected, except in the case of
               the death, resignation, or removal of any director.


     SEVENTH:  The Board of Directors is expressly empowered to adopt, amend or
               repeal Bylaws of the Corporation.  Any adoption, amendment or
               repeal of Bylaws of the Corporation by the Board of Directors
               shall require the approval of a majority of the total number of
               authorized directors (whether or not there exist any vacancies in
               previously authorized directorships at the time any resolution
               providing for adoption, amendment or repeal is presented to the
               Board).  The stockholders shall also have power to adopt, amend
               or repeal the Bylaws of the Corporation.  Any adoption, amendment
               or repeal of Bylaws of the Corporation by the stockholders shall
               require, in addition to any vote of the holders of any class or
               series of stock of the Corporation required by law or by this
               Certificate of Incorporation, the affirmative vote of the holders
               of at least sixty-six and two-thirds percent (66-2/3%) of the
               voting power of all of the then outstanding shares of the capital
               stock of the Corporation entitled to vote generally in the
               election of directors, voting together as a single class.


     EIGHTH:   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 involved intentional misconduct or a
               knowing violation of law, (iii) under Section 174 of the Delaware
               General Corporation Law, or (iv) for any transaction from which
               the director derived an improper personal benefit.


               If the Delaware General Corporation Law is hereafter amended to
               authorize the further elimination or limitation of the liability
               of a director, then the liability of a director of the
               Corporation shall be eliminated or limited to the fullest extent
               permitted by the Delaware General Corporation Law, as so amended.


               Any repeal or modification of the foregoing provisions of this
               Article EIGHTH by the stockholders of the Corporation shall not
               adversely affect any right or protection of a director of the
               Corporation existing at the time of such repeal or modification.


     NINTH:    The Corporation reserves the right to amend or repeal any
               provision contained in this Certificate of Incorporation in the
               manner prescribed by the laws of the State of Delaware and all
               rights conferred upon stockholders are granted subject to this
               reservation; PROVIDED, HOWEVER, that, notwithstanding any other
               provision of this Certificate of Incorporation or any provision
               of law which might otherwise permit a lesser vote or no vote, but
               in addition to any vote of the holders of any


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               class or series of the stock of this Corporation required by law
               or by this Certificate of Incorporation, the affirmative vote of
               the holders of at least 66-2/3% of the voting power of all of
               the then outstanding shares of the capital stock of the
               Corporation entitled to vote generally in the election of
               directors, voting together as a single class, shall be required
               to amend or repeal this Article NINTH, Article FIFTH, Article
               SIXTH, Article SEVENTH or Article EIGHTH.


     IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate to
be signed by a duly authorized officer on this ____ day of ___________, 1999.

                                   FINISAR CORPORATION



                                   By:
                                      ---------------------------------------
                                        Stephen K. Workman, Vice President of
                                        Finance, Chief Financial Officer and
                                        Secretary


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