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EX-3.2 - EX-3.2 - PEPLIN INC | f54062exv3w2.htm |
8-K - FORM 8-K - PEPLIN INC | f54062e8vk.htm |
Exhibit 3.1
EXHIBIT A
CERTIFICATE OF INCORPORATION
OF
PEPLIN, INC.
I.
The name of this corporation is Peplin, Inc.
II.
The
address of the registered office of the corporation in the State of
Delaware is 2711 Centerville Road, Suite 400, 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 Corporation
Service Company.
III.
The purpose of this corporation is to engage in any lawful act or activity for which a
corporation may be organized under the Delaware General Corporation
Law (DGCL).
IV.
The corporation is authorized to issue only one class of stock, to be designated Common
Stock. The total number of shares of Common Stock which the corporation is presently authorized
to issue is One Hundred (100) shares, each having a par value of one-tenth of one cent ($ 0.001).
V.
A. The management of the business and the conduct of the affairs of the corporation shall
be vested in its Board of Directors. The number of directors which shall constitute the
whole Board of Directors shall be fixed by the Board of Directors in the manner provided in the
Bylaws.
B. Election of Directors
1. Directors shall be elected at each annual meeting of stockholders to hold office until
the next annual meeting. Each director shall hold office either until the expiration of the term
for which elected and appointed and until a successor has been elected and qualified, or until
such directors death, resignation or removal. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent director.
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2. No person entitled to vote at an election for directors may cumulate votes to which such
person is entitled, unless, at the time of such election, the corporation is subject to Section
2115(b) of the California General Corporation Law (CGCL). During such time or times that the
corporation is subject to Section 2115(b) of the CGCL, every stockholder entitled to vote at an
election for directors may cumulate such stockholders votes and give one candidate a number of
votes equal to the number of directors to be elected multiplied by the number of votes to which
such stockholders shares are otherwise entitled, or distribute the stockholders votes on the
same principle among as many candidates as such stockholder thinks fit. No stockholder, however,
shall be entitled to so cumulate such stockholders votes unless (a) the names of such candidate
or candidates have been placed in nomination prior to the voting and (b) the stockholder has
given notice at the meeting, prior to the voting, of such stockholders intention to cumulate
such stockholders votes. If any stockholder has given proper notice to cumulate votes, all
stockholders may cumulate their votes for any candidates who have been properly placed in
nomination. Under cumulative voting, the candidates receiving the highest number of votes, up to
the number of directors to be elected, are elected.
C. Removal
1. During such time or times that the corporation is subject to Section 21l5(b) of the
CGCL, the Board of Directors or any individual director may be removed from office at any time
without cause by the affirmative vote of the holders of at least a majority of the outstanding
shares entitled to vote on such removal; provided, however, that unless the entire Board is
removed, no individual director may be removed when the votes cast against such directors
removal, or not consenting in writing to such removal, would be sufficient to elect that
director if voted cumulatively at an election which the same total number of votes were cast
(or, if such action is taken by written consent, all shares entitled to vote were voted) and
the entire number of directors authorized at the time of such directors most recent election
were then being elected.
2. At any time or times that the corporation is not subject to Section 2115(b) of the CGCL
and subject to any limitations imposed by law, Section C.l above shall not apply and the Board
of Directors or any director may be removed from office at any time (a) with cause by the
affirmative vote of the holders of a majority of the voting power of all then-outstanding
shares of capital stock of the corporation entitled to vote at an election of directors or (b)
without cause by the affirmative vote of the holders of a majority of the voting power of all
then-outstanding shares of capital stock of the corporation, entitled to vote generally at an
election of directors.
D. The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of
the corporation. The stockholders shall also have power to adopt, amend or repeal the Bylaws of
the corporation; provided, however, that, 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 a majority of the voting power of all the
then-outstanding shares of the capital stock of the corporation entitled to vote generally in
the election
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of directors, voting together as a single class, shall be required to adopt, amend or
repeal any provision of the Bylaws of the corporation.
VI.
A. The liability of the directors for monetary damages shall be eliminated to the fullest
extent under applicable law. If the DGCL is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability of a director of
the corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as
so amended.
B. This corporation is authorized to provide indemnification of agents (as defined in
Section 317 of the CGCL) for breach of duty to the corporation and its stockholders through
bylaw provisions through agreements with the agents, or through stockholder resolutions, or
otherwise, in excess of the indemnification otherwise permitted by Section 317 of the CGCL,
subject, at any time or times that the corporation is subject to Section 2115(b) of the CGCL,
to the limits on such excess indemnification set forth in Section 204 of the CGCL.
C. Any repeal or modification of this Article VI shall be prospective and shall not affect
the rights under this Article VI in effect at the time of the alleged occurrence of any act or
omission to act giving rise to liability or indemnification.
VII.
The corporation reserves the right to amend, alter, change or repeal any provision
contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon the stockholders herein are granted subject to this
reservation.
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