Attached files
file | filename |
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8-K - FORM 8-K - ATMEL CORP | f54856e8vk.htm |
EX-99.1 - EX-99.1 - ATMEL CORP | f54856exv99w1.htm |
EX-3.1 - EX-3.1 - ATMEL CORP | f54856exv3w1.htm |
Exhibit 3.2
RESTATED CERTIFICATE OF INCORPORATION
OF
ATMEL CORPORATION
Atmel Corporation, a corporation organized and existing under the laws of the State of
Delaware (the Corporation), hereby certifies that:
A. The name of this Corporation is Atmel Corporation.
B. The date of filing of this Corporations original Certificate of Incorporation with the
Secretary of State of the State of Delaware was March 4, 1999.
C. Pursuant to Section 245 of the General Corporation Law of the State of Delaware, the Board
of Directors of the Corporation has duly adopted this Restated Certificate of Incorporation without
a vote of the stockholders. This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Corporations Certificate of
Incorporation as previously amended or supplemented, with no discrepancy between those provisions
and the provisions of this Restated Certificate of Incorporation, as follows:
ARTICLE I
The name of the corporation is Atmel Corporation (the Corporation).
ARTICLE II
The address of the Corporations registered office in the State of Delaware is 1209 Orange
Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent
at such address is The Corporation Trust Company.
ARTICLE III
The nature of the business or purposes to be conducted by the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General Corporation Law of
the State of Delaware.
ARTICLE IV
The Corporation is authorized to issue two classes of stock to be designated, respectively,
Common Stock and Preferred Stock. The total number of shares of all classes of stock which the
Corporation has authority to issue is one billion six hundred five million (1,605,000,000),
consisting of one billion six hundred million (1,600,000,000) shares of Common Stock, par value
$0.001 per share (the Common Stock), and five million (5,000,000) shares of Preferred Stock, par
value $0.001 per share (the Preferred Stock).
The Corporation shall from time to time in accordance with the laws of the State of Delaware
increase the authorized amount of its Common Stock if at any time the number of Common Stock
remaining unissued and available for issuance shall not be sufficient to permit conversion of the
Preferred Stock.
The Preferred Stock may be issued from time to time in one or more series. The Board of
Directors is hereby authorized, subject to limitations prescribed by law, to fix by resolution or
resolutions the designations, powers, preferences and rights, and the qualifications, limitations
or restrictions thereof, of each such series of Preferred Stock, including without limitation
authority to fix by resolution or resolutions, the dividend rights, dividend rate, conversion
rights, voting rights, rights and terms of redemption (including sinking fund provisions),
redemption price or prices, and liquidation preferences of any wholly unissued series of Preferred
Stock, and the number of shares constituting any such series and the designation thereof, or any of
the foregoing.
The Board of Directors is further authorized to increase (but not above the total number of
authorized shares of the class) or decrease (but not below the number of shares of any such series
then outstanding) the number of shares of any series, the number of which was fixed by it,
subsequent to the issue of shares of such series then outstanding, subject to the powers,
preferences and rights, and the qualifications, limitations and restrictions thereof stated in the
resolution of the Board of Directors originally fixing the number of shares of such series. If the
number of shares of any series is so decreased, then the shares constituting such decrease shall
resume the status which they had prior to the adoption of the resolution originally fixing the
number of shares of such series.
ARTICLE V
The Corporation is to have perpetual existence.
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ARTICLE VI
The election of directors need not be by written ballot unless a stockholder demands election
by written ballot at a meeting of stockholders and before voting begins or unless the Bylaws of the
Corporation shall so provide.
ARTICLE VII
The number of directors which constitute the whole Board of Directors of the Corporation shall
be designated in the Bylaws of the Corporation.
Vacancies occurring on the Board of Directors may be filled by vote of a majority of the
remaining members of the Board of Directors, although less than a quorum, at a meeting of the Board
of Directors. A person so elected by the Board of Directors to fill a vacancy shall hold office
until the next succeeding annual meeting of stockholders of the Corporation or until his or her
successor shall
have been duly elected and qualified.
ARTICLE VIII
No action shall be taken by the stockholders of the Corporation except at an annual or special
meeting of the stockholders called in accordance with the Bylaws and no action shall be taken by
the stockholders by written consent.
ARTICLE IX
Advance notice of stockholder nomination for the election of directors and of any other
business to be brought by stockholders before any meeting of the stockholders of the Corporation
shall be given in the manner provided in the Bylaws of the Corporation.
ARTICLE X
In furtherance and not in limitation of the powers conferred by the laws of the State of
Delaware, the Board of Directors is expressly authorized to adopt, alter, amend or repeal the
Bylaws of the Corporation.
ARTICLE XI
To the fullest extent permitted by the Delaware General Corporation Law as the same exists or
may hereafter be amended, no director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.
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The Corporation may indemnify to the fullest extent permitted by law any person made or
threatened to be made a party to an action or proceeding, whether criminal, civil, administrative
or investigative, by reason of the fact that he, his testator or intestate is or was a director,
officer, employee or agent of the Corporation or any predecessor of the Corporation or serves or
served at any other enterprise as a director, officer, employee or agent at the request of the
Corporation or any predecessor to the Corporation.
Neither any amendment nor repeal of this Article, nor the adoption of any provision of this
Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect
of this Article in respect of any matter occurring, or any cause of action, suit or claim that, but
for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an
inconsistent provision.
ARTICLE XII
At the election of directors of the Corporation, each holder of stock of any class or series
shall be entitled to one vote for each share held. No stockholder will be permitted to cumulate
votes at any election of directors.
ARTICLE XIII
Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws
may provide. The books of the Corporation may be kept (subject to any provision contained in the
laws of the State of Delaware) outside of the State of Delaware at such place or places as may be
designated from time to time by the Board of Directors or in the Bylaws of the Corporation.
ARTICLE XIV
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 the laws of the
State of Delaware, and all rights conferred herein are granted subject to this reservation.
ARTICLE XV
The Corporation expressly elects not to be governed by Section 203 of the General Corporation
Law of the State of Delaware.
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The undersigned declares under penalty of perjury that the matters set forth in the foregoing
certificate are true of his own knowledge.
IN WITNESS WHEREOF, the undersigned has executed this Restated Certificate of Incorporation
this 4th day of February 2010.
By: | /s/ Patrick G. Reutens | |||
Patrick G. Reutens | ||||
Senior Vice President, Chief Legal Officer and Secretary |
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