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EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
SYNC RESEARCH, INC.
The following Amended and Restated Certificate of Incorporation of Sync
Research, Inc. amends and restates the provisions of and supersedes the
Certificate of Incorporation filed with the Secretary of State of the State
of Delaware on September 12, 1995 in its entirety.
ARTICLE I
The name of the corporation is Sync Research, Inc. (the "Corporation").
ARTICLE II
The purpose of the Corporation is to engage in any lawful action or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
ARTICLE III
This Corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total
number of shares which the Corporation is authorized to issue is Fifty-Two
Million (52,000,000) shares. The number of shares of Preferred Stock
authorized to be issued is Two Million (2,000,000), par value $.001 per
share, and the number of shares of Common Stock authorized to be issued is
Fifty Million (50,000,000), par value $.001 per share.
The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors of this Corporation is hereby authorized,
within the limitations and restrictions prescribed by law or stated in this
Certificate of Incorporation, and by filing a certificate pursuant to
applicable law of the State of Delaware, to provide for the issuance of
Preferred Stock in series and (i) to establish from time to time the number
of shares to be included in each such series; (ii) to fix the voting powers,
designations, powers, preferences and relative, participating, optional or
other rights of the shares of each such series and the qualifications,
limitations or restrictions thereof, including but not limited to, the fixing
or alteration of the dividend rights, dividend rate, conversion rights,
conversion rates, voting rights, rights and terms of redemption (including
sinking fund provisions), the redemption price or prices, and the liquidation
preferences of any wholly unissued series of shares of Preferred Stock; and
(iii) to increase or decrease the number of shares of any series subsequent
to the issue of shares of that series, but not below the number of shares of
such series outstanding. In case the number of shares of any series shall be
so decreased, 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.
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ARTICLE IV
The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle, 19801. The name of its registered agent at
such address is The Corporation Trust Company.
ARTICLE V
The Corporation is to have perpetual existence.
ARTICLE VI
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, alter, amend or
repeal the Bylaws of the Corporation.
ARTICLE VII
The number of directors which will constitute the whole Board of
Directors of the Corporation shall be as specified in the Bylaws of the
Corporation.
ARTICLE VIII
The election of directors need not be by written ballot except and to
the extent provided in the Bylaws of the Corporation.
ARTICLE IX
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 statutory provision) outside 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 X
A. To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or as may hereafter be amended, a director
of the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
B. The Corporation shall 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 or employee of the Corporation or any predecessor of the Corporation,
or serves or served at any other enterprise as a director, officer or
employee at the request of the Corporation or any predecessor to the
Corporation.
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C. Neither any amendment nor repeal of this Article X, nor the
adoption of any provision of this Certification of Incorporation inconsistent
with this Article X, shall eliminate or reduce the effect of this Article X
in respect of any matter occurring, or any cause of action, suit or claim
that, but for this Article X, would accrue or arise, prior to such amendment,
repeal or adoption of an inconsistent provision.
ARTICLE XI
Advance notice of new business and stockholder nominations for the
election of directors shall be given in the manner and to the extent provided
in the Bylaws of the Corporation.
ARTICLE XII
If at any time this Corporation shall have a class of stock registered
pursuant to the provisions of the Securities Exchange Act of 1934, as
amended, for so long as such class is so registered, any action by the
stockholders of such class must be taken at an annual or special meeting of
stockholders and may not be taken by written consent.
ARTICLE XIII
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 statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
The foregoing Amended and Restated Certificate of Incorporation has been
duly adopted by the stockholders of the corporation in accordance with the
provisions of Section 242 and 245 of the General Corporate Law of the State
of Delaware, as amended.
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IN WITNESS WHEREOF, the undersigned have executed this certificate on
November 16, 1995.
/s/ John H. Rademaker
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John H. Rademaker, President
/s/ Ronald J. Scioscia
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Ronald J. Scioscia, Secretary
The undersigned certify under penalty of perjury that they have read the
foregoing Amended and Restated Certificate of Incorporation and know the
contents thereof, and that the statements therein are true.
Executed at Irvine, California on November 16, 1995.
/s/ John H. Rademaker
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John H. Rademaker, President
/s/ Ronald J. Scioscia
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Ronald J. Scioscia, Secretary
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CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SYNC RESEARCH, INC.
The undersigned hereby certifies that:
1. He is the duly elected and acting Vice President of Finance and
Administration of Sync Research, Inc., a Delaware corporation.
2. The Certificate of Incorporation of this corporation was
originally filed with the Secretary of State of Delaware on September 12,
1995.
3. Pursuant to Section 242 of the General Corporation Law of the
State of Delaware, this Certificate of Amendment adds the following paragraph
to the end of Article III of this corporation Amended and Restated
Certificate of Incorporation:
"At 12:00 a.m. Eastern Standard Time on June 28, 1999, each outstanding
share of this corporation's Common Stock shall be converted and
reconstituted into 0.20 of a share of this corporation's Common Stock
(the "COMMON REVERSE SPLIT"). In lieu of the issuance of fractional
shares, this corporation shall pay to the holder thereof in cash an
amount equal to the fraction of a share to which such holder is entitled
after applying the Common Reverse Split to each certificate representing
shares of Common Stock then held by such holder multiplied by the
closing bid price of the corporation's Common Stock on June 28, 1999.
Shares of Common Stock that were outstanding prior to the Common Reverse
Split, and that are not outstanding after and as a result of the Common
Reverse Split, shall resume the status of authorized but unissued shares
of Common Stock."
4. The foregoing Certificate of Amendment has been duly adopted by
this corporation's Board of Directors and stockholders in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.
Executed at Irvine, California, June 25, 1999.
/s/ William K. Guerry
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William K. Guerry, Vice President of
Finance and Administration and Secretary
