Attached files
| file | filename |
|---|---|
| 8-K - GENVEC INC | v219198_8k.htm |
| EX-99.1 - GENVEC INC | v219198_ex99-1.htm |
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT OF THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
GENVEC, INC.
Under Section 242 of the General Corporation
Law of the State of Delaware
GENVEC, INC., a corporation duly organized and existing under the Delaware General Corporation Law (the “Corporation”), does hereby certify:
1. The name of the Corporation is GENVEC, INC.
2. The amendment set forth below to the Corporation’s Amended and Restated Certificate of Incorporation (the “Certificate”) was duly adopted in accordance with Section 242 of the Delaware General Corporation Law, and was approved by the holders of a majority of the outstanding stock of the Corporation entitled to vote thereon at the special meeting of stockholders of the Corporation held on April 5, 2011.
3. Article IV of the Certificate is amended by deleting Section 4.1 and replacing it with the following:
“Section 4.1. TOTAL NUMBER OF SHARES OF CAPITAL STOCK. The Corporation shall have the authority, after giving effect to the Reverse Stock Split (as defined below), to issue 30,000,000 shares designated as Common Stock, par value $0.001 per share (the “Common Stock”) and 5,000,000 shares designated as Preferred Stock, par value $0.001 per share (the “Preferred Stock”).
Upon the filing and effectiveness (the “Effective Time”) of this amendment to the Corporation’s Certificate of Incorporation pursuant to the Delaware General Corporation Law, each ten shares of the Common Stock (the “Old Common Stock”) issued and outstanding immediately prior to the Effective Time shall be reclassified and combined into one validly issued, fully paid and non-assessable share of the Corporation’s common stock, $.001 par value per share (the “New Common Stock”), without any action by the holder thereof (the “Reverse Stock Split”). The Corporation shall not issue fractions of shares of New Common Stock in connection with such reclassification and combination. Stockholders who, immediately prior to the Effective Time, own a number of shares of Old Common Stock which is not evenly divisible by ten shall, with respect to such fractional interest, be entitled to receive cash from the Corporation in lieu of fractions of shares of New Common Stock from the disposition of such fractional interest as provided below. The Corporation shall arrange for the disposition of fractional interests by those otherwise entitled thereto, by the mechanism of having (x) the transfer agent of the Corporation aggregate such fractional interests, (y) the shares resulting from the aggregation sold and (z) the net proceeds received from the sale allocated and distributed among the holders of the fractional interests as their respective interests appear. Each certificate that theretofore represented shares of Old Common Stock shall thereafter represent that number of shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified and combined; provided, that each person holding of record a stock certificate or certificates that represented shares of Old Common Stock shall receive, upon surrender of such certificate or certificates, a new certificate or certificates evidencing and representing the number of shares of New Common Stock to which such person is entitled under the foregoing reclassification and combination.”
4. This Amendment to Amended and Restated Certificate of Incorporation shall be effective at 7:00 a.m., Eastern Daylight Time, on April 19, 2011.
IN WITNESS WHEREOF, this Certificate of Amendment to Restated Certificate of Incorporation has been executed by a duly authorized officer of the corporation this 18th day of April, 2011.
| GENVEC, INC. | |||
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By:
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/s/ Douglas J. Swirsky | |
| Name: | Douglas J. Swirsky | ||
| Title: |
Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary
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