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EXHIBIT 3(i)
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
DUPONT PHOTOMASKS, INC.
FIRST: The name of the corporation is DUPONT PHOTOMASKS, INC.
SECOND: The registered office of the Corporation in the State of Delaware
is located at Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle, 19801. The registered agent at that address is
The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Delaware.
FOURTH: (a) The aggregate number of shares of stock that the Corporation
shall have authority to issue is 30,000,000 shares consisting of 25,000,000
share designated "Common Stock" and 5,000,000 shares designated "Preferred
Stock". The shares of Common Stock shall have a par value of $.01 per share,
and the shares of Preferred Stock shall have a par value of $.01 per share.
(b) The Board of Directors of the Corporation shall have the full
authority permitted by law, at any time and from time to time, to divide the
authorized and unissued shares of Preferred Stock into classes or series, or
both, and to determine the following provisions, designations, powers,
preferences and relative, participating, optional and other special rights and
qualifications, limitations or restrictions thereof for shares of any such class
or series of Preferred Stock:
(1) the designation of such class or series, the number of shares to
constitute such class or series and the stated or liquidation value
thereof;
(2) whether the shares of such class or series shall have voting
rights, in addition to any voting rights provided by law, and, if so, the
terms of such voting rights;
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(3) the dividends, if any, payable on such class or series, whether any
such dividends shall be cumulative, and, if so, from what dates, the conditions
and dates upon which such dividends shall be payable, the preference or relation
which such dividends shall bear to the dividends payable on any shares of stock
of any other class or any other series of the same class;
(4) whether the shares of such class or series shall be subject to
redemption at the election of the Corporation and/or the holders of such class
or series and, if so, the times, price and other conditions of such redemption,
including securities or other property payable upon any such redemption, if any;
(5) the amount or amounts, if any, payable upon shares of such class or
series upon, and the rights of the holders of such class or series in, the
voluntary or involuntary liquidation, dissolution or winding up, or any
distribution of the assets, of the Corporation: provided that in no event shall
the amount or amounts, if any, exceed $100 per share plus accrued dividends in
the case of involuntary liquidation, dissolution or winding up;
(6) whether the shares of such class or series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to and manner
in which any such retirement or sinking fund shall be applied to the purchase or
redemption of the shares of such class or series for retirement or other
corporate purposes and the terms and provisions relative to the operation
thereof;
(7) whether the shares of such class or series be convertible into, or
exchangeable for, shares of stock of any other class or any other series of the
same class or any securities, whether or not issued by the Corporation, and, if
so, the price or prices or the rate or rates of conversion or exchange and the
method, if any, of adjusting the same, and any other terms and conditions of
conversion or exchange;
(8) the limitations and restrictions, if any, to be effective while any
shares of such class or series are outstanding upon the payment of dividends or
the making of other distributions on, and upon the purchase, redemption or other
acquisition by the Corporation of, the Common Stock or shares of stock of any
other class or any other series of the same class;
(9) the conditions or restrictions, if any, upon the creation of
indebtedness of the Corporation or upon the issuance of any additional shares of
stock, including additional shares of such class or series or of any other
series of the same class or of any other class;
(10) the ranking (be it pari passu, junior or senior) of each class or
series vis-a-vis any other class or series of any class of Preferred Stock as to
the payment of dividends, the distribution of assets and all other matters; and
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(11) any other powers, preferences and relative, participating,
optional and other special rights and any qualifications, limitations or
restrictions thereof, insofar as they are not inconsistent with the
provisions of this Certificate of Incorporation, to the full extent
permitted in accordance with the laws of the State of Delaware.
(c) Such divisions and determinations may be accomplished by an amendment
to this ARTICLE FOURTH, which amendment may be made solely by action of the
Board of Directors, which shall have the full authority permitted by law to make
such divisions and determinations.
(d) The powers, preferences and relative, participating, optional and
other special rights of each class or series of Preferred Stock and the
qualifications, limitations or restrictions thereof, if any, may differ from
those of any and all other classes or series at any time outstanding; provided
that each series of a class is given a distinguishing designation and that all
shares of a series have powers, preferences and relative, participating,
optional and other special rights and the qualifications, limitations or
restrictions thereof identical with those of other shares of the same series
and, except to the extent otherwise provided in the description of the series,
with those other series of the same class.
(e) Holders of shares of Preferred Stock shall be entitled to receive,
when, as and if declared by the Board of Directors, out of funds legally
available for the payment thereof, dividends at the rates fixed by the Board of
Directors for the respective series before any dividends shall be declared and
paid, or set aside for payment on shares of Common Stock with respect to the
same dividend period. Nothing in this ARTICLE FOURTH shall limit the power of
the Board of Directors to create a series of Preferred Stock with dividends the
rate of which is calculated by reference to, and the payment of which is
concurrent with, dividends on shares of Common Stock.
(f) In the event of the voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, holders of shares of each series of Preferred
Stock will be entitled to receive the amount fixed for such series upon any such
event (not in excess of $100 per share in the case of involuntary liquidation,
dissolution or winding up) plus, in the case of any series on which dividends
will have been determined by the Board of Directors to be cumulative, an amount
equal to all dividends accumulated and unpaid thereon to the date of final
distribution whether or not earned or declared before any distribution shall be
paid, or set aside for payment, to holders of Common Stock. If the assets of the
Corporation are not sufficient to pay such amounts in full, holders of all
shares of Preferred Stock will participate in the distribution of assets ratably
in proportion to the full amounts to which they are entitled or in such order or
priority, if any, as will have been fixed in the resolution or resolutions
providing for the issue of the series of Preferred Stock. Neither the merger nor
consolidation of the Corporation into or with any other corporation, nor a sale,
transfer or lease of all or part of its assets, will be deemed a liquidation,
dissolution or winding up of the Corporation within the meaning of this
paragraph except to the extent specifically provided for herein. Nothing in
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this ARTICLE FOURTH shall limit the power of the Board of Directors to create a
series of Preferred Stock for which the amount to be distributed upon any
liquidation, dissolution or winding up of the Corporation is calculated by
reference to, and the payment of which is concurrent with the amount to be
distributed to the holders of shares of Common Stock.
(g) The Corporation, at the option of the Board of Directors, may redeem
all or part of the shares of any series of Preferred Stock on the terms and
conditions fixed for such series.
(h) Except as otherwise required by law, as otherwise provided herein or
as otherwise determined by the Board of Directors as to the shares of any series
of Preferred Stock prior to the issuance of any such shares, the holders of
Preferred Stock shall have no voting rights and shall not be entitled to any
notice of meetings of stockholders.
(i) Each holder of shares of Common Stock shall be entitled to one vote
for each share of Common Stock held of record on all matters on which the
holders of shares of Common Stock are entitled to vote. Subject to the
provisions of applicable law and any certificate of designation providing for
the issuance of any series of Preferred Stock, the holders of outstanding shares
of Common Stock shall have and possess the exclusive right to notice of
stockholders' meetings and the exclusive power to vote. No stockholder will be
permitted to cumulate votes at any election of directors.
(j) Subject to all the rights of the Preferred Stock, the holders of the
Common Stock shall be entitled to receive, when, as and if declared by the Board
of Directors, out of funds legally available for the payment thereof, dividends
payable in cash, stock or otherwise. Upon any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, and after the
holders of the Preferred Stock of each series shall have been paid in full in
cash the amounts to which they respectively shall be entitled or a sum
sufficient for such payment in full shall have been set aside, the remaining net
assets of the Corporation shall be distributed pro rata to the holders of the
Common stock in accordance with their respective rights and interests, to the
exclusion for the holders of the Preferred Stock.
(k) Stockholders of the Corporation shall not have any preemptive rights
to subscribe for additional issues of stock of the Corporation except as may be
agreed from time to time by the Corporation and any such stockholder.
(l) Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation, if any, shall
have the right, voting separately by class or series, to elect directors at an
annual or special meeting of stockholders, an election, term of office, filling
of vacancies and other features of such directorships shall be governed by the
terms of the applicable resolution or resolutions of the Board of Directors
adopted pursuant to this ARTICLE FOURTH of this Certificate of Incorporation.
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FIFTH: The name and mailing address of the incorporator is: Mary Beth
McDermott, 1007 Market Street, Wilmington, Delaware 19898.
SIXTH: The business and affairs of the Corporation shall be managed by
the Board of Directors, and the directors need not be elected by ballot unless
required by the bylaws of the Corporation.
SEVENTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, or
repeal the bylaws of the Corporation.
EIGHTH: The Corporation reserves the right to amend and repeal any
provision contained in this Certificate of Incorporation in the manner now or
hereafter prescribed by the laws of the State of Delaware. All rights herein
conferred are granted subject to this reservation.
NINTH: 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, except for liability (i) for any breach of the director's
duty or loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of
Delaware, or (iv) for any transaction from which the director derived any
improper personal benefit. If the General Corporation Law of Delaware is amended
after approval by the stockholders of this article to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
full extent permitted by the General Corporation Law of Delaware, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.
TENTH: The Corporation shall not be subject to Section 203 of the
General Corporation Law of Delaware.
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