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Exhibit 3.03
CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
IDT CORPORATION
(pursuant to Section 242 of the Delaware General Corporation Law)
IDT Corporation, a Delaware corporation, hereby certifies as follows:
1. The name of the corporation is IDT Corporation (hereinafter the
"Corporation").
2. The Corporation's Certificate of Incorporation was initially filed
with the Secretary of State of the State of Delaware on December 22, 1995 and a
Restated Certificate of Incorporation was filed on February 7, 1996.
3. The Restated Certificate of Incorporation of the Corporation is
hereby amended by deleting the preamble of Article Fourth thereof and replacing
it with the following:
"FOURTH: The aggregate number of shares of all classes of capital stock
which the Corporation shall have the authority to issue is two hundred
and forty five million (245,000,000) shares, consisting of (a)
100,000,000 shares of common stock, par value $0.0l per share ("Common
Stock"), (b) 35,000,000 shares of Class A Common Stock, par value $0.01
per share (the "Class A Stock"), (c) 100,000,000 shares of Class B
Common Stock, par value $0.01 per share (the "Class B Stock", and
collectively, such Common Stock, Class A Stock and Class B Stock are
referred to herein as the "Common Shares"), and (d) 10,000,000 shares
of preferred stock, par value $0.01 per share ("Preferred Stock")."
4. The Restated Certificate of Incorporation of the Corporation is hereby
further amended by deleting Sections 1(h), 2(a), 2(b), 2(c), 2(d), 2(e)(6) and
2(f) of Article Fourth and replacing them with the following:
"1. Preferred Stock
(h) the limitations and restrictions, if any, to be effective
while any shares of such series are outstanding upon the payments of
dividends or the making of other distributions on, and upon the
purchase, redemption or other acquisition by the Corporation of, the
Common Stock, the Class A Stock, the Class B Stock or shares of stock
of any other class or any other series of this class;"
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Exhibit 3.03
"2. Common Stock, Class A Stock and Class B Stock
(a) General. Except as hereinafter expressly set forth in
Section 2, and subject to the rights and preferences of the holders of
Preferred Stock at any time outstanding, the Class A Stock, Class B
Stock and the Common Stock, all of which are classes of common stock,
shall have the same rights and privileges and shall rank equally, share
ratably and be identical in respects as to all matters, including
rights in liquidation.
(b) Voting Rights. Except as otherwise provided in this
Restated Certificate of Incorporation or as expressly provided by law,
and subject to any voting rights provided to holders of Preferred Stock
at any time outstanding, the Common Shares have exclusive voting rights
on all matters requiring a vote of the Corporation.
The holders of Common Stock shall be entitled to one vote per
share on all matters to be voted on by the stockholders of the
Corporation. The holders of Class A Stock shall be entitled to three
votes per share on all matters to be voted on by the stockholders of
the Corporation. The holders of Class B Stock shall entitled to
one-tenth (1/10) of a vote per share on all matters to be voted on by
the stockholders of the Corporation.
Except as otherwise provided in this Restated Certificate of
Incorporation or as required by law, and subject to any voting rights
provided to holders of Preferred Stock at any time outstanding, the
holders of shares of Class A Stock, the holders of shares of Class B
Stock and the holders of shares of Common Stock shall vote together as
one class on all matters submitted to a vote of stockholders of the
Corporation.
(c)(1) Dividends and Distributions. Subject to the rights of
the holders of Preferred Stock, and subject to any other provisions of
this Restated Certificate of Incorporation, as it may be amended from
time to time, holders of Class A Stock, holders of Class B Stock and
holders of Common Stock shall be entitled to receive such dividends and
other distributions in cash, in property or in shares of the
Corporation as may be declared thereon by the Board of Directors from
time to time out of assets or funds of the Corporation legally
available therefor; provided, however, that no cash, property or share
dividend or distribution may be declared or paid on the outstanding
shares of any of the Class A Stock, the Class B Stock or the Common
Stock unless an identical per share dividend or distribution is
simultaneously declared and paid on the outstanding shares of the other
classes of common stock; provided,
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Exhibit 3.03
further, however, that a dividend of shares may be declared and paid in
Class A Stock to holders of Class A Stock, in Class B Stock to holders
of Class B Stock and in Common Stock to holders of Common Stock if the
number of shares paid per share to holders of Class A Stock, to holders
of Class B Stock and to holders of Common Stock shall be the same. If
the Corporation shall in any manner subdivide, combine or reclassify
the outstanding shares of Class A Stock, Class B Stock or Common Stock,
the outstanding shares of the other classes of common stock shall be
subdivided, combined or reclassified proportionately in the same manner
and on the same basis as the outstanding shares of Class A Stock, Class
B Stock or Common Stock, as the case may be, have been subdivided,
combined or reclassified.
(2) Consideration in Merger and Similar Transactions. The
Corporation shall not be a party to a merger, consolidation, binding
share exchange, recapitalization, reclassification or similar
transaction (whether or not the Corporation is the surviving or
resulting entity) (an "Extraordinary Transaction"), unless the per
share consideration, if any, that the holders of Common Stock and Class
B Stock receive in connection with such Extraordinary Transaction or
are entitled to elect to receive in such Extraordinary Transaction is
the same as the per share consideration that the holders of the other
of such classes of common stock are entitled to receive or elect to
receive in connection with the Extraordinary Transaction.
(d) Optional Conversion.
(1) The shares of Common Stock and Class B Stock are not
convertible into or exchangeable for shares of Class A Stock.
(2) Each share of Class A Stock may be converted, at any time
and at the option of the holder thereof, into one fully paid and
nonassessable share of Common Stock.
(3) Each share of Class B Stock may be converted, at any time
and at the option of the Corporation, into one fully paid nonassessable
share of Common Stock provided that all shares of Class B Stock are so
converted."
"(e) Mandatory Conversion.
(6) This Section 2(e) may not be amended without the
affirmative vote of holders of the majority of the shares of the Class
A Stock, the affirmative vote of holders of the majority of the shares
of the Class B Stock and the affirmative vote of holders
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Exhibit 3.03
of the majority of the shares of the Common Stock, each voting
separately as a class."
"(f) Conversion Procedures.
(1) Each conversion of shares pursuant to Section 2(d) hereof
will be effected by the surrender of the certificate or certificates,
duly endorsed, representing the shares to be converted at the principal
office of the transfer agent of the Class A Stock, in the case of
conversion pursuant to Section 2(d)(2), or of the Class B Stock, in the
case of conversion pursuant to Section 2(d)(3), at any time during
normal business hours, together with a written notice by the holder
stating the number of shares that such holder desires to convert and
the names or name in which he wishes the certificate or certificates
for the Common Stock to be issued. Such conversion shall be deemed to
have been effected as of the close of business on the date on which
such certificate or certificates have been surrendered, and at such
time, the rights of any such holder with respect to the converted
shares of such holder will cease and the person or persons in whose
name or names the certificate or certificates for shares are to be
issued upon such conversion will be deemed to have become the holder or
holders of record of such shares represented thereby.
Promptly after such surrender, the Corporation will issue and
deliver in accordance with the surrendering holder's instructions the
certificate or certificates for the Common Stock issuable upon such
conversion and a certificate representing any Class A Stock, in the
case of conversion pursuant to Section 2(d)(2) which was represented by
the certificate or certificates delivered to the Corporation in
connection with such conversion, but which was not converted.
(2) The issuance of certificates upon conversion of shares
pursuant to Section 2(d) hereto will be made without charge to the
holder or holders of such shares for any issuance tax (except stock
transfer tax) in respect thereof or other costs incurred by the
Corporation in connection therewith.
(3) The Corporation shall at all times reserve and keep
available out of its authorized but unissued shares of Common Stock or
its treasury shares, solely for the purpose of issuance upon the
conversion of the Class A Stock and the Class B Stock, such number of
shares of Common Stock as may be issued upon conversion of all
outstanding Class A Stock and the Class B Stock.
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Exhibit 3.03
(4) Shares of the Class A Stock and Class B Stock surrendered
for conversion as above provided or otherwise acquired by the
Corporation shall be canceled according to law and shall not be
reissued.
(5) All shares of Common Stock which may be issued upon
conversion of shares of Class A Stock and Class B Stock will, upon
issue, be fully paid and nonassessable."
5. The Restated Certificate of Incorporation of the Corporation is hereby
further amended by deleting the first sentence to Article Fifth and replacing it
with the following:
"FIFTH: The business and affairs of the Corporation shall be managed by
or under the direction of a Board of Directors consisting of not less
than three (3) and not more than seventeen (17) directors, the exact
number of which shall be fixed from time to time by the Board of
Directors."
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed on its behalf this 3rd day of July, 2000.
IDT CORPORATION
By: /s/ Joyce J. Mason
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Name: Joyce J. Mason
Title: Secretary and Senior Vice
President
