Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - ATMEL CORP | f54856e8vk.htm |
| EX-99.1 - EX-99.1 - ATMEL CORP | f54856exv99w1.htm |
| EX-3.2 - EX-3.2 - ATMEL CORP | f54856exv3w2.htm |
Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF
SERIES A PREFERRED STOCK
OF ATMEL CORPORATION
(Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware)
The undersigned, Patrick G. Reutens, does hereby certify that:
1. The undersigned is the duly elected and acting Senior Vice President, Chief Legal Officer
and Secretary of Atmel Corporation, a Delaware corporation (the “Company”).
2. Pursuant to authority conferred upon the Board of Directors of the Company by the Restated
Certificate of Incorporation of the Company, on December 18, 2009, the Board of Directors of the
Company adopted the following resolutions:
“WHEREAS, by resolution of the Board of Directors of the Company and by a Certificate of
Designations of Rights, Preferences and Privileges of Series A Preferred Stock filed with the
Secretary of State of the State of Delaware on September 7, 1999 (the “Certificate of
Designation”), the Company authorized the issuance of 500,000 shares of Series A Preferred Stock,
par value $0.001 per share, of the Corporation (the “Series A Preferred Stock”);
WHEREAS, pursuant to Section 245 of the General Corporation Law of the State of Delaware (the
“DGCL”), the Company filed a Restated Certificate of Incorporation with the Secretary of State of
the State of Delaware on July 25, 2003 (the “Restated Certificate”), solely to restate and
integrate and not to further amend the provisions of the Company’s Certificate of Incorporation,
including the Certificate of Designation, then in effect; and
WHEREAS, none of the authorized shares of Series A Preferred Stock are outstanding, and none
of the authorized shares of Series A Preferred Stock will be issued pursuant to the Certificate of
Designation.
NOW, THEREFORE, BE IT RESOLVED: That the Company be, and hereby is, authorized and directed to
file with the Secretary of State of the State of Delaware a certificate containing these
resolutions, with the effect under the DGCL of eliminating from the Restated Certificate all
matters set forth in the Certificate of Designation.
RESOLVED FURTHER: That the proper officers of the Company are authorized and directed, for and
on behalf of the Company and in its name, to execute and file with the Secretary of State of the
State of Delaware a certificate of elimination relating to the Series A Preferred Stock, and to
take such further actions as he may deem necessary or appropriate to carry out the intent of the
foregoing resolutions in accordance with the applicable provisions of the DGCL.”
3. Accordingly, all matters set forth in the Certificate of Designation with respect to the
Series A Preferred Stock be, and hereby are, eliminated from the Restated Certificate of
Incorporation, as heretofore amended, of the Company.
I further declare under penalty of perjury that the matters set forth in this Certificate are
true and correct of my own knowledge.
Executed at San Jose, California on February 4, 2010.
| /s/ Patrick G. Reutens | ||||
| Patrick G. Reutens | ||||
| Senior Vice President, Chief Legal Officer and Secretary |
||||
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