Attached files
file | filename |
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S-1/A - S-1/A - ADS Tactical, Inc. | y03683a4sv1za.htm |
EX-5.1 - EX-5.1 - ADS Tactical, Inc. | y03683a4exv5w1.htm |
EX-4.1 - EX-4.1 - ADS Tactical, Inc. | y03683a4exv4w1.htm |
EX-3.2 - EX-3.2 - ADS Tactical, Inc. | y03683a4exv3w2.htm |
EX-10.6 - EX-10.6 - ADS Tactical, Inc. | y03683a4exv10w6.htm |
EX-10.4 - EX-10.4 - ADS Tactical, Inc. | y03683a4exv10w4.htm |
EX-10.8 - EX-10.8 - ADS Tactical, Inc. | y03683a4exv10w8.htm |
EX-10.5 - EX-10.5 - ADS Tactical, Inc. | y03683a4exv10w5.htm |
EX-23.2 - EX-23.2 - ADS Tactical, Inc. | y03683a4exv23w2.htm |
EX-10.27 - EX-10.27 - ADS Tactical, Inc. | y03683a4exv10w27.htm |
EX-10.24 - EX-10.24 - ADS Tactical, Inc. | y03683a4exv10w24.htm |
EX-10.25 - EX-10.25 - ADS Tactical, Inc. | y03683a4exv10w25.htm |
EX-10.28 - EX-10.28 - ADS Tactical, Inc. | y03683a4exv10w28.htm |
EX-10.26 - EX-10.26 - ADS Tactical, Inc. | y03683a4exv10w26.htm |
Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ADS TACTICAL, INC.
ADS Tactical, Inc. is a corporation organized and existing under the laws of the State of
Delaware (the Corporation). The original Certificate of Incorporation of the Corporation
(the Certificate of Incorporation) was filed with the Secretary of State of the State of
Delaware on October 2, 2009, under the name of Tactical HoldCorp, Inc. A Certificate of Amendment
to the Certificate of Incorporation of the Corporation (the First Certificate of Amendment to
the Certificate of Incorporation) was filed with the Secretary of State of the State of
Delaware on May 13, 2010, which amended the Certificate of Incorporation to amend the authorized
issuance of Common Stock of the Corporation from 5,000 to 300,000. A Certificate of Amendment to
the Certificate of Incorporation of the Corporation (the Second Certificate of Amendment to
the Certificate of Incorporation) was filed with the Secretary of State of the State of
Delaware on June 28, 2010, which amended the Certificate of Incorporation to change the name of the
Corporation from Tactical HoldCorp, Inc. to ADS Tactical, Inc. This Amended and Restated
Certificate of Incorporation of the Corporation (this Amended and Restated Certificate of
Incorporation), which restates, integrates and further amends the Certificate of
Incorporation, the First Certificate of Amendment to the Certificate of Incorporation and the
Second Certificate of Amendment to the Certificate of Incorporation in their entirety, was duly
adopted by the board of directors of the Corporation (the Board of Directors) and the
stockholders of the Corporation in accordance with Sections 228, 242 and 245 of the General
Corporation Law of the State of Delaware to read as follows:
FIRST: The name of the Corporation is ADS Tactical, Inc.
SECOND: The address of the Corporations registered office in the State of Delaware is 1209
Orange Street, Wilmington, Delaware 19801, and the name of its registered agent at such address is
The Corporation Trust Company.
THIRD: The purpose of 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, as the
same may be amended and supplemented.
FOURTH: The total number of shares of all classes of capital stock that the Corporation shall
have the authority to issue is 300,000,000 shares, consisting of (i) 250,000,000 shares of common
stock, $0.001 par value per share (Common Stock), and (ii) 50,000,000 shares of preferred
stock, $0.001 par value per share (Preferred Stock). Upon this Amended and Restated
Certificate of Incorporation becoming effective pursuant to the General Corporation Law of the
State of Delaware (the Effective Time), each share of the Corporations common stock, no
par value (Old Common Stock), issued and outstanding immediately prior to the Effective
Time, will be automatically reclassified as and converted into (the Stock Split) 300
shares of Common Stock. Any stock certificate that, immediately prior to the Effective Time,
represented shares of Old Common Stock will, from and after the Effective Time, automatically and
without the necessity of presenting the same for exchange, represent the number of shares of Common
Stock as equals the product obtained by multiplying the number of shares of Old Common Stock
represented by such certificate immediately prior to the Effective Time by 300; provided, however,
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 Common Stock to
which such person is entitled under the foregoing reclassification. No fractional shares of Common
Stock shall be issued as a
result of the Stock Split. In lieu of any fractional share of Common Stock to which a
stockholder would otherwise be entitled, the Corporation shall pay cash equal to such fraction
multiplied by the initial public offering price per share of Common Stock.
A. Powers and Rights of Holders of Common Stock.
1. Holders of Common Stock are entitled to one vote for each share held on all matters
submitted to a vote of stockholders and do not have cumulative voting rights.
2. Holders of Common Stock are entitled to receive ratably such dividends, if any, as may be
declared by the Board of Directors of the Corporation (the Board of Directors) out of
funds legally available therefore, subject to any preferential dividend rights of outstanding
Preferred Stock.
3. Upon the Corporations liquidation, dissolution or winding up, the holders of Common Stock
will be entitled to receive ratably the net assets of the Corporation available after the payment
of all debts and other liabilities of the Corporation and subject to the prior rights of any
outstanding Preferred Stock.
4. Holders of Common Stock have no preemptive, subscription, redemption or conversion rights.
5. If the Corporation issues any Preferred Stock, the rights, preferences and privileges of
holders of Common Stock will be subject to, and may be adversely affected by, the rights of the
holders of Preferred Stock.
B. Powers and Rights of Holders of Preferred Stock. The Board of Directors is
expressly authorized, by resolution or resolutions thereof, to provide, out of the unissued shares
of Preferred Stock, for series of Preferred Stock and, with respect to each such series, to fix the
number of shares constituting such series and the designation of such series, the voting powers (if
any) of the shares of such series, and the preferences and relative, participating, optional or
other special rights, if any, and any qualifications, limitations or restrictions thereof, of the
shares of such series. The powers, preferences and relative, participating, optional and other
special rights of each series of Preferred Stock, and the qualifications, limitations or
restrictions thereof, if any, may differ from those of any and all other series of Preferred Stock
at any time outstanding.
FIFTH: Management and Conduct of the Corporation.
A. General Powers. Except as otherwise required by Delaware law or this Amended and
Restated Certificate of Incorporation, in each case as the same may be amended and supplemented,
the business of the Corporation shall be managed by or under the direction of the Board of
Directors.
B. Number of Directors. Subject to the rights of the holders of any series of
Preferred Stock to elect additional directors under specific circumstances, the number of directors
of the Corporation shall be established by the Board of Directors from time to time; provided,
however, that in no event shall the total number of directors constituting the entire Board of
Directors be less than three (3).
C. Classes of Directors. The Board of Directors shall be divided into three classes,
as nearly equal in number as possible, designated Class I, Class II and Class III. In the event of
any increase or decrease in the number of directors from time to time, the number of directors in
each class shall be apportioned as nearly equally as possible. No decrease in the number of
directors shall shorten the term of any incumbent director. The Board of Directors is authorized
to assign members of the Board of Directors already in office to Class I, Class II or Class III.
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D. Terms of Office. Each director shall serve for a term ending on the date of the
third annual meeting of stockholders following the annual meeting at which such director was
elected. At the first annual meeting of stockholders following the effectiveness of this Amended
and Restated Certificate of Incorporation (the Qualifying Record Date), the term of office of the
Class I directors shall expire and Class I directors shall be elected for a full term of three
years. At the second annual meeting of stockholders following the Qualifying Record Date, the term
of office of the Class II directors shall expire and Class II directors shall be elected for a full
term of three years. At the third annual meeting of stockholders following the Qualifying Record
Date, the term of office of the Class III directors shall expire and Class III directors shall be
elected for a full term of three years. At each succeeding annual meeting of stockholders,
directors shall be elected for a full term of three years to succeed the directors of the class
whose terms expire at such annual meeting. The term of each director shall continue until the
election and qualification of a successor and be subject to such directors earlier death,
resignation or removal.
E. Quorum. At all meetings of the Board of Directors, a majority of the total number
of directors shall be necessary and sufficient to constitute a quorum for the transaction of
business. If a quorum is not present at any meeting of the Board of Directors, the directors
present at the meeting may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present.
F. Manner of Acting. Every decision made and action taken by a majority of the
directors present at a meeting at which a quorum is present shall be the act of the Board of
Directors, unless the act of a greater number of directors is required by Delaware law, this
Amended and Restated Certificate of Incorporation, or the Amended and Restated Bylaws of the
Corporation (the Bylaws), in each case as the same may by amended and supplemented.
G. Removal. Subject to the rights of the holders of any series of Preferred Stock to
elect additional directors under specific circumstances, any director or the entire Board of
Directors may be removed from office only for cause and only by the affirmative vote of at least a
majority of the total voting power of the outstanding shares of the capital stock of the
Corporation entitled to vote in any annual election of directors or class of directors.
H. Vacancies. Subject to the rights of the holders of any series of Preferred Stock
to elect additional directors under specific circumstances, vacancies on the Board of Directors by
reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and
newly created directorships resulting from any increase in the authorized number of directors
shall, unless the Board of Directors determines by resolution that any such vacancies or newly
created directorships shall be filled by the stockholders, be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, and shall not be
filled by the stockholders. A director elected to fill a vacancy or a newly created directorship
shall hold office until the next election of the class for which such director shall have been
chosen, subject to the election and qualification of a successor and to such directors earlier
death, resignation or removal.
SIXTH: The personal liability of the directors of the Corporation is hereby eliminated to the
fullest extent permitted by Section 102(b)(7) of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented. Any repeal or modification of this Article
SIXTH shall not adversely affect any right or protection of a director of the Corporation existing
immediately prior to such repeal or modification. If the General Corporation Law of the State of
Delaware is amended or supplemented to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of directors of the Corporation shall be
eliminated or limited to the fullest extent permitted by the General Corporation Law of the State
of Delaware, as so amended or supplemented.
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SEVENTH: The Corporation shall, to the fullest extent permitted or required by Section 145 of
the General Corporation Law of the State of Delaware, as the same may be amended and supplemented,
indemnify any and all persons to whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person. Any repeal or modification of this Article SEVENTH
shall not adversely affect any right or protection existing hereunder immediately prior to such
repeal or modification.
EIGHTH: Unless otherwise prescribed by Delaware law or this Amended and Restated Certificate
of Incorporation, in each case as the same be amended and supplemented, special meetings of the
stockholders, for any purpose or purposes, shall be called only by the Board of Directors, and
shall not be called by any other person or persons. Business transacted at any special meeting of
stockholders shall be limited to the matters related to the purposes stated in the notice.
NINTH: Any action required or permitted to be taken at any annual or special meeting of
stockholders of the Corporation may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken, is signed by the
holder or holders of all of the Corporations outstanding stock entitled to vote thereon and is
delivered to the Corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of stockholders are recorded.
TENTH: Subject to the rights of the holders of any series of Preferred Stock then
outstanding, advance notice of stockholder nominations for the election of directors and of
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.
ELEVENTH: From time to time any of the provisions of this Amended and Restated Certificate of
Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of
the State of Delaware at the time in force may be added or inserted in the manner and at the time
prescribed by said laws, and all rights at any time conferred upon the stockholders of the
Corporation by this Amended and Restated Certificate of Incorporation are granted subject to the
provisions of this Article ELEVENTH.
TWELFTH: In furtherance and not in limitation of the rights, powers, privileges and
discretionary authority granted or conferred by the General Corporation Law of the State of
Delaware or other statutes or laws of the State of Delaware, (1) the Board of Directors is
expressly authorized to amend or repeal the Bylaws and to adopt new Bylaws, without any action on
the part of the stockholders of the Corporation, provided that no Bylaw adopted by the stockholders
shall be amended or repealed by the Board of Directors if the Bylaw so provides; and (2) the
stockholders of the Corporation are expressly authorized to amend or repeal the Bylaws, whether
adopted by them or otherwise, and to adopt new Bylaws. The Corporation may in its Bylaws confer
powers upon the Board of Directors in addition to the foregoing and in addition to the powers and
authorities expressly conferred upon the Board of Directors by applicable law.
* * * * *
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IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of
Incorporation to be executed by Luke M. Hillier, its President and
Chief Executive Officer, on July 5, 2011.
ADS Tactical, Inc. |
||||
By: | /s/ Luke M. Hillier | |||
Luke M. Hillier | ||||
President and Chief Executive Officer | ||||
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