Attached files
| file | filename |
|---|---|
| 10-K - ULTICOM INC | mm04-1910_10k.htm |
| EX-10.1 - EX.10.7 - FORM OF STOCK OPTION AGREEMENT - ULTICOM INC | mm04-1910_10ke1001.htm |
| EX-32.1 - EX.32.1 - CERT OF CEO PURSUANT TO SECTION 906 - ULTICOM INC | mm04-1910_10ke3201.htm |
| EX-32.2 - EX.32.1 - CERT OF CFO PURSUANT TO SECTION 906 - ULTICOM INC | mm04-1910_10ke3202.htm |
| EX-31.2 - EX.31.2 - CERT OF CFO PURSUANT TO SECTION 302 - ULTICOM INC | mm04-1910_10ke3102.htm |
| EX-21.1 - EX.21 - LIST OF SUBSIDIARIES - ULTICOM INC | mm04-1910_10ke2101.htm |
| EX-31.1 - EX.31.1 - CERT OF CEO PURSUANT TO SECTION 302 - ULTICOM INC | mm04-1910_10ke3101.htm |
| EX-23.1 - EX.23 - AUDITOR CONSENT - ULTICOM INC | mm04-1910_10ke2301.htm |
Exhibit 3.1
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
ULTICOM,
INC.
ULTICOM, INC., a new Jersey corporation
since December 18, 1974, hereby amends and restates its Restated Certificate of
Incorporation, as amended to date, pursuant to the provisions of Section 14A:9-5
of the New Jersey Business Corporation Act (as amended and/or hereafter restated
from time to time, “NJBCA”), to read as follows:
ARTICLE
FIRST
The name of the corporation is Ulticom,
Inc. (the “Corporation”).
ARTICLE
SECOND
A. The
current registered office of the Corporation within the State of New Jersey is
820 Bear Tavern Road, West Trenton, New Jersey 08628 and the current registered
agent is The Corporation Trust Company.
B. As
of the date on which this Amended and Restated Certificate of Incorporation is
filed by the Secretary of the State of New Jersey (the “Filing Time”), there are
six directors constituting the Board of Directors of the
Corporation. The names and addresses of such directors as
follows:
|
NAME
|
ADDRESS
|
|
|
Kobi
Alexander
|
170
Crossways Park Drive
Woodbury,
NY 11797
|
|
|
William
F. Sorin
|
823
Park Avenue
New
York, NY 10021
|
|
|
Shawn
K. Osborne
|
1020
Briggs Road
Mount
Laurel, NJ 08054
|
|
|
David
Kreinberg
|
170
Crossways Park Drive
Woodbury,
NY 11797
|
|
|
Paul
D. Baker
|
170
Crossways Park Drive
Woodbury,
NY 11797
|
|
|
Yaacov
Koren
|
170
Crossways Park Drive
Woodbury,
NY 11797
|
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ARTICLE
THIRD
The Corporation is authorized to issue
two hundred ten million (52,500,000) shares, with no par value, divided
into: two hundred million (50,000,000) shares of common stock and ten
million (2,500,000) shares of undesignated stock (‘Undesignated Stock” or
“undesignated shares”), all of which shares shall have the relative rights,
preferences, and limitations required by applicable law and as set forth in this
certificate of incorporation.
A. The
Board of Directors of the Corporation is hereby expressly authorized to amend
the certificate of incorporation to divide the Undesignated Shares of the
Corporation into one or more classes of common or preferred stock and to further
divide any classes or any existing classes of Undesignated Stock designated as
preferred stock (“preferred stock”) into series, and to determine the
designations, numbers, relative rights, preferences and limitations of such
preferred stock. The authority of the Board of Directors with respect
to establishing the designations, numbers, relative rights, preferences and
limitations of each class or series of Undesignated Stock designated as
preferred stock shall include, but shall not be limited to, determining the
following:
(i) the
designation of such class or series, the number of shares to constitute such
class or series and the stated value if different from the par value
thereof;
(ii) whether
the shares of such class or series shall have voting rights, in addition to any
voting rights provided by law, and, if so, the terms of such voting rights,
which may be general or limited;
(iii) the
dividends, if any, payable on such class or series, whether any such dividends
shall be cumulative, and, if so, from what dates, the conditions and dates upon
which such dividends shall be payable, and the preference or relation which such
dividends shall bear to the dividends payable on any shares of stock of any
other class or any other series of common or preferred stock, as the case may
be;
(iv) whether
the shares of such class or series shall be subject to redemption either by the
corporation or the holders thereof, and, if so, the times, prices and other
conditions of such redemption;
(v) the
amount or amounts payable to the holders of shares of such class or series upon,
and rights of the holders of such class or series in, the voluntary or
involuntary liquidation, dissolution or winding up, or upon any distribution of
the assets, of the corporation;
(vi) whether
the shares of such class or series shall be subject to the operation of a
retirement or sinking fund and, if so, the extent to and the manner in which any
such retirement or sinking fund shall be applied to the purchase or
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redemption
of the shares of such class or series for retirement or other corporate purposes
and the terms and provisions relating to the operation thereof;
(vii) whether
the shares of such class or series shall be convertible into, or exchangeable
for, shares of stock of any other class or any other series of common or
preferred stock or any other securities and, if so, the price or prices or the
rate or rates of conversion or exchange and the method, if any, of adjusting the
same, and any other terms and conditions of conversion or
exchange;
(viii) the
limitations and restrictions, if any, to be effective while any shares of such
class or series are outstanding upon the payment of dividends or the making of
other distributions on, and upon the purchase, redemption or other acquisition
by the corporation of, shares of stock of any other class or any other series of
common or preferred stock;
(ix) the
conditions or restrictions, if any, upon the creation of indebtedness of the
corporation or upon the issuance of any additional stock, including additional
shares of such class or series of any other class or series of common or
preferred stock; and
(x) any
other relative rights, references and limitations.
To the
maximum extent permitted by applicable law, the relative rights, preferences and
limitations of each class or series of preferred stock may differ from those of
any and all other classes or series of preferred stock. All shares of
any one series of preferred stock and all shares of any one class of preferred
stock (except for differences, to the maximum extent permitted by applicable
law, between shares of a different series within a class), shall be identical in
all respects with all other shares of such series or class, as applicable,
except that shares of any one series or class, as the case may be, issued at
different times may differ as to the dates from which dividends thereof, shall
be cumulative.
B. The
Board of Directors of the Corporation is hereby expressly authorized to amend
the certificate of incorporation to change the designations, numbers, relative
rights, preferences and limitations of any authorized by unissued shares of
Undesignated Stock designated as preferred stock.
ARTICLE
FOURTH
The purpose of the Corporation is to
engage in any activity within the purposes for which corporation may be
organized under the NJBCA.
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ARTICLE
FIFTH
The Board of Directors shall have the
power to make, alter, and repeal by-laws of the Corporation, but by-laws made by
the Board of Directors may be altered or repealed, and the new by-laws may be
made, by the shareholders.
ARTICLE
SIXTH
Officers and directors of the
Corporation shall not be personally liable to the Corporation or its
shareholders for damages for the breach of any duly owned to the Corporation or
its shareholders except to the extent that an exemption from personal liability
is not permitted by the NJBCA. Neither the 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
protection afforded by this Article to a director or officer of the Company with
respect to any matter which occurred, or any cause of action, suit or claim
which, but for this Article, would have accrued or arisen, prior to such
amendment, repeal or adoption,.
ARTICLE
SEVENTH
Every person (a) who is or was a
director, officer, employee or agent of the Corporation or of any constituent
corporation absorbed by the Corporation in a consolidation or merger, or the
legal representative of any such director, officer, employee or agent (b) who is
or was a director, officer trustee, employee or agent of any other enterprise,
serving as such at the request of the Corporation, or of any such corporation
absorbed by the Corporation in a consolidation or merger, or the legal
representative of any such director, officer, trustee, employee or agent (each
such person referred to in clause (a) or (b) a “Corporate Agent”) shall be
indemnified by the Corporation to the fullest extent allowed by law, including
but not limited to the indemnification permitted by Section 14A:3-5(8) of the
NJBCA against all expenses and liabilities in connection with any proceeding
involving such Corporate Agent by reason of his being or having been such a
Corporate Agent. During the pendency of any such proceeding, the
Corporation shall, to the fullest extent permitted by law, promptly advance
expenses that are incurred, from time to time, by the Corporate Agent in
connection with the proceeding, subject to the receipt by the Corporation of an
undertaking as required by law. No elimination of or amendment to
this Article Seventh shall deprive any person of rights hereunder arising out of
alleged or actual occurrences, acts or failures to act occurring prior to such
elimination or amendment. Notwithstanding the preceding provisions of
this Article Seventh (a) no Corporate Agent shall be entitled to indemnification
if he or she settles any such matter without the prior written consent of the
Corporation and (b) the Corporation shall have the right to defend any such
Corporate Agent in respect of any claim made by the Corporate Agent for
indemnification, except to the extent there exists a conflict of interest
between the Corporation and such Corporate Agent with respect to such
claim.
IN WITNESS WHEREOF, the undersigned
does hereby certify that this Amended and Restated Certificate of Incorporation,
which both restates and amends the provisions of the Amended and Restated
Certificate of Incorporation of the Corporation in effect
immediately
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prior to
the Filing Time, was duly adopted in accordance with the provisions of Sections
14A:9-2(4) and 14A:9-5 of the NJBCA and by written consent of all of the
shareholders of the Corporation in accordance with Section 14A:5-6 of the
NJBCA.
Dated: November
11, 2009
|
ULTICOM,
INC.
|
||
|
By:
|
/s/ Shawn
K. Osborne
|
|
|
Shawn
K. Osborne
|
||
|
Title: President
and Chief Executive Officer
|
||
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