Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - ISC8 INC. /DE | c14165exv10w1.htm |
| EX-10.5 - EXHIBIT 10.5 - ISC8 INC. /DE | c14165exv10w5.htm |
| EX-10.2 - EXHIBIT 10.2 - ISC8 INC. /DE | c14165exv10w2.htm |
| EX-10.3 - EXHIBIT 10.3 - ISC8 INC. /DE | c14165exv10w3.htm |
| EX-10.4 - EXHIBIT 10.4 - ISC8 INC. /DE | c14165exv10w4.htm |
| 8-K - FORM 8-K - ISC8 INC. /DE | c14165e8vk.htm |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
IRVINE SENSORS CORPORATION
OF THE
CERTIFICATE OF INCORPORATION
OF
IRVINE SENSORS CORPORATION
Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware
of Section 242 of the General Corporation
Law of the State of Delaware
Irvine Sensors Corporation, (the “Corporation”), a corporation organized and existing under
the laws of the State of Delaware, by its duly authorized officers, does hereby certify:
FIRST: That the Board of Directors of the Corporation has duly adopted resolutions (i)
authorizing the Corporation to execute and file with the Secretary of State of the State of
Delaware an amendment of the Corporation’s Certificate of Incorporation to increase the authorized
shares of the Corporation’s Common Stock, par value $0.01 per share; (ii) declaring such amendment
to be advisable and (iii) directing that such amendment be considered at the 2011 Annual Meeting of
Stockholders.
SECOND: That upon the effectiveness of this Certificate of Amendment of the Certificate of
Incorporation, the Certificate of Incorporation is hereby amended by amending and restating the
first paragraph of Article IV to read as follows:
“The corporation is authorized to issue two classes of capital stock,
designated Common Stock (hereinafter referred to as “Common Stock”) and Preferred
Stock (hereinafter referred to as “Preferred Stock”). The amount of total capital
stock of the corporation is 501,000,000 shares, consisting of 1,000,000 shares of
Preferred Stock, $0.01 par value, and 500,000,000 shares of Common Stock, $0.01 par
value.”
THIRD: That, in accordance with the provisions of the Delaware General Corporation Law, the
holders of a majority of the outstanding Common Stock of the Corporation entitled to vote thereon
affirmatively voted in favor of the amendment at the 2011 Annual Meeting of Stockholders held on
March 9, 2011.
FOURTH: That the amendment was duly adopted in accordance with the provisions of Section 242
of the Delaware General Corporation Law by the Board of Directors and stockholders of the
Corporation.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the
Certificate of Incorporation to be executed by Bill Joll, its Chief Executive Officer and
President, and attested to by John J. Stuart, Jr., its Chief Financial Officer, Senior Vice
President and Secretary, this 9th day of March, 2011.
| IRVINE SENSORS CORPORATION |
||||
| By: | /s/ BILL JOLL | |||
| Bill Joll | ||||
| Chief Executive Officer and President | ||||
| ATTEST: |
||||
| /s/ JOHN J. STUART | ||||
| John J. Stuart, Jr. | ||||
| Chief Financial Officer, Senior Vice President and Secretary |
||||