<PAGE> 1
EXHIBIT 3.1
FILED
8:35 AM
MAY 28 1997
ARTICLES OF RESTATEMENT
OF
ARTICLES OF INCORPORATION
OF
AMERICAN MULTIPLEXER CORPORATION
Pursuant to Section 55-10-07 of the General Statutes of North Carolina, the
undersigned corporation does hereby submit the following for the purpose of
restating its Articles of Incorporation:
1. The name of the corporation is American Multiplexer Corporation.
2. The text of the Restated Articles of Incorporation is attached.
3. The Restated Articles of Incorporation, which contain an amendment
requiring shareholder approval, were approved by shareholder action, and
shareholder approval was obtained as required by Chapter 55 of the North
Carolina General Statutes on April 28, 1997.
4. The Restated Articles of Incorporation do not contain an amendment
providing for an exchange, reclassification, or cancellation of issued
shares.
This the 28 day of April, 1997.
AMERICAN MULTIPLEXER CORPORATION
By: /s/ EDWARD S. C. TAN
----------------------------
Edward S. C. Tan, President
1
<PAGE> 2
RESTATED ARTICLES OF INCORPORATION
OF
AMERICAN MULTIPLEXER CORPORATION
ARTICLE I
The name of the corporation is American Multiplexer Corporation.
ARTICLE II
The corporation shall have authority to issue Twenty Five Million
(25,000,000) shares of Common Stock.
ARTICLE III
The mailing and street address and county of the registered office of the
corporation in North Carolina is 4011 Westchase Blvd., Suite 400, Wake County,
North Carolina 27607.
ARTICLE IV
The name of the registered agent at the address of the registered office
is Merrill M. Mason.
ARTICLE V
No director of the corporation shall have personal liability arising out
of an action whether by or in the right of the corporation or otherwise for
monetary damages for breach of any duty as a director; provided, however, that
the foregoing shall not limit or eliminate the personal liability of a director
with respect to (i) acts or omissions that such director at the time of such
breach knew or believed were clearly in conflict with the best interests of the
corporation, (ii) any liability under Section 55-8-33 of the North Carolina
General Statutes or any successor provision, (iii) any transaction from which
such director derived an improper personal benefit, or (iv) acts or omissions
occurring prior to the date of the effectiveness of this Article. As used in
this Article, the term "improper personal benefit" does not include a
director's reasonable compensation or other reasonable incidental benefit for
or on account of his or her services as a director, officer, employee,
independent contractor, attorney, or consultant of the corporation.
Furthermore, notwithstanding the foregoing provision, in the event that
Section 55-2-02 or any other provision of the North Carolina General Statutes
is amended or enacted to permit further limitation or elimination of the
personal liability of the director, the personal liability of the corporation's
directors shall be limited or eliminated to the fullest extent permitted by the
applicable law.
This Article shall not affect a provision permitted under the North
Carolina General Statutes in the articles of incorporation, bylaws or contract
or resolution of the corporation indemnifying or
2
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agreeing to indemnify a director against personal liability. Any repeal or
modification of this Article shall not adversely affect any limitation hereunder
on the personal liability of the director with respect to acts or omissions
occurring prior to such repeal or modification.
ARTICLE VI
The number of Directors of the corporation may be fixed by the bylaws.
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SS-BCA-08 0-0394072
STATE OF NORTH CAROLINA ---------
98 357 5090 F I L E D
DEPARTMENT OF THE SECRETARY OF STATE 10:45 AM
JAN 07 1999
EFFECTIVE _______
ELAINE F. MARSHALL
ARTICLES OF AMENDMENT SECRETARY OF STATE
NORTH CAROLINA
Pursuant to SS55-10-06 of the General Statutes of North Carolina, the
undersigned corporation hereby submits the following Articles of Amendment for
the purpose of amending its Articles of Incorporation:
1. The name of the corporation is: American Multiplexer Corporation.
2. The text of each amendment adopted is as follows: (State below or attach).
The corporation is authorized to issue forty million (40,000,000) shares of
Stock, all of one class, designated as common.
3. The date of adoption of each amendment was as follows:
December 14, 1998.
4. (Check either a, b, c or d, whichever is applicable):
a. The amendment(s) was (were) duly adopted by the incorporators
----- prior to the issuance of shares.
b. The amendment(s) was (were) duly adopted by the Board of
----- Directors prior to the issuance of shares.
c. The amendment(s) was (were) duly adopted by the Board of
----- Directors without shareholder approval as shareholder approval
was not required.
d. X The amendment(s) was (were) approved by shareholders action, and
----- such shareholder approval was obtained as required by Chapter 55
of the North Carolina Statutes.
5. These articles will be effective upon filing.
<PAGE> 5
This the 15th day of December 1998.
American Multiplexer Corporation
Name of Corporation
/s/ DENNIS E. BURT
----------------------------
Signature
Dr. Dennis Burt, Secretary
NOTES:
1. Filing fee is $50. One executed original and one exact or conformed copy
of these articles must be filed with the Secretary of State.
o If more than one voting group [defined at NCGS SS55-1-40(26)] exist,
attach schedule setting forth the required information for each voting
group.
<PAGE> 6
SS-BCA-08 COR ID#0394072
99 082 5016 FILED
140PM
APR 13 1999
Effective_________
ELAINE F. MARSHALL
SECRETARY OF STATE
NORTH CAROLINA
State of North Carolina
Department of the Secretary of State
ARTICLES OF AMENDMENT
Pursuant to Section 55-10-06 of the General Statutes of North Carolina, the
undersigned corporation hereby submits the following Articles of Amendment for
the purpose of amending its Articles of Incorporation:
1. The name of the corporation is: American Multiplexer Corporation.
2. The text of each amendment adopted is as follows: (State below or attach)
The corporation is authorized to issue ten million (10,000,000) shares of
convertible preferred stock
These 10,000,000 convertible preferred stock are in addition to the
authorized 40,000,000 common stock on record
3. The date of adoption of each amendment was as follows:
4. (Check either a, b, c, or d, whichever is applicable):
a. The amendment(s) was (were) duly adopted by the incorporators
----- prior to the issuance of shares.
b. X The amendment(s) was (were) duly adopted by the board of
----- directors prior to the issuance of shares.
c. The amendment(s) was (were) duly adopted by the board of
----- directors without shareholder approval as shareholder approval
was not required.
d. The amendment(s) was (were) approved by shareholder action, and
----- such shareholder approval was obtained as required by Chapter
55 of the North Carolina General Statutes.
5. These articles will be effective upon filing.
<PAGE> 7
This the 16th day of March, 1999.
---- -----
American Multiplexer Corporation
------------------------------------
/s/ DENNIS E. BURT
------------------------------------
Signature
Dennis E Burt, Secretary
------------------------------------
Type or Print Name and Title
NOTES:
1. Filing fee is $50. One executed original and one exact or conformed copy
of these articles must be filed with the Secretary of State.
* If more than one voting group [defined at NCGS Section 55-1-40(26)]
exist, attach schedule setting forth the required information for each
voting group.
<PAGE> 8
CORP ID # ILLEGIBLE
FILED
11:00 PM
JUN 16 1999
EFFECTIVE _______
ELAINE F. MARSHALL
SECRETARY OF STATE
NORTH CAROLINA
State of North Carolina
Department of the Secretary of State
ARTICLES OF AMENDMENT
Pursuant to Section 55-10-6 of the General Statutes of North Carolina, the
undersigned corporation hereby submits the following Articles of Amendment for
the purpose of amending its Articles of Incorporation:
1. The name of the corporation is: American Multiplexer Corporation.
2. The text of each amendment adopted is as follows: (State below or attach)
The corporation is authorized to issue fifty million (50,000,000) shares
of common stock (increase of 10,000,000) This is in addition to the
10,000,000 Convertible Preferred Stock.
3. The date of adoption of each amendment was as follows:
4. (Check either a, b, c, or d, whichever is applicable):
a. The amendment(s) was (were) duly adopted by the incorporators prior
--- to the issuance of shares.
b. X The amendment(s) was (were) duly adopted by the board of directors
--- prior to the issuance of shares.
c. The amendment(s) was (were) duly adopted by the board of directors
--- without shareholder approval as shareholder approval was not
required.
d. The amendment(s) was (were) approved by shareholder action, and
--- such shareholder approval was obtained as required by Chapter 55 of
the North Carolina General Statutes.
5. These articles will be effective upon filing.
<PAGE> 9
This the 14th day of May, 1999.
---- ----
American Multiplexer Corporation
---------------------------------
Name of Corporation
/s/ DENNIS E. BURT
----------------------------------
Signature
Dennis E. Burt, Secretary
----------------------------------
Type or Print Name and Title
NOTES:
1. Filing fee is $50. One executed original and one exact or conformed copy of
these articles must be filed with the Secretary of State.
If more than one voting group [defined at NCGS Section 55-1-40(25)] exist,
attach schedule setting forth the required information for each voting
group.
