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EXHIBIT 3.2
FORM OF AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
WEBRIDGE, INC.
Webridge, Inc. (the "Corporation"), a corporation organized and existing
under and by virtue of the provisions of the General Corporation Law of the
State of Delaware (the "General Corporation Law"), does hereby certify that:
FIRST: The name of the Corporation is Webridge, Inc. and the Corporation
was originally incorporated on August 18, 1997, pursuant to the General
Corporation Law under the name of Webridge Merger Company.
SECOND: The following resolutions amending and restating the
Corporation's Amended and Restated Certificate of Incorporation were approved by
the Board of Directors of the Corporation at meetings held on March 17, 2000 and
August 31, 2000, and by stockholders of the Corporation in accordance with the
provisions of Sections 242 and 245 of the General Corporation Law at a duly
noticed annual meeting of stockholders held on April 14, 2000 and a duly noticed
special meeting of stockholders held on September 18, 2000:
NOW, THEREFORE, BE IT RESOLVED, that the Amended and Restated
Certificate of Incorporation of the Corporation be amended and restated in its
entirety as follows:
ARTICLE I
The name of the corporation is Webridge, Inc.
ARTICLE II
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 Delaware.
ARTICLE III
A. The corporation is authorized to issue a total of 150,000,000 shares
of stock in two classes: 100,000,000 shares of common stock, par value $0.001
per share, and 50,000,000 shares of preferred stock, par value $0.001 per share.
When this amendment becomes effective, each of the shares of common
stock issued and outstanding immediately prior to the time this amendment
becomes effective shall be reclassified and changed into and constitute .66667
shares of the fully paid common stock of the corporation without further action
of any kind. No fractional shares shall be issued on
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reclassification of the common stock and the number of shares of common stock
for which the common stock is reclassified shall be rounded up to the nearest
whole number.
B. Holders of common stock are entitled to one vote per share on any
matter submitted to the stockholders. When dividends or other distributions are
declared by the board of directors, after any preferential amount with respect
to the preferred stock has been paid or set aside, the holders of common stock
and the holders of any series of preferred stock entitled to participate in the
dividend or other distribution are entitled to receive the remainder of the
declared dividends or other distributions. On dissolution of the corporation,
after any preferential amount with respect to the preferred stock has been paid
or set aside, the holders of common stock and the holders of any series of
preferred stock entitled to participate in the distribution of assets are
entitled to receive the net assets of the corporation.
C. The board of directors is authorized, subject to limitations
prescribed by the General Corporation Law of Delaware, as amended from time to
time, and by the provisions of this article, to provide for the issuance of
shares of preferred stock in series, to establish from time to time the number
of shares to be included in each series and to determine the designations,
powers, preferences, rights, qualifications, limitations and restrictions of
each series.
ARTICLE IV
No director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that this article shall not eliminate the liability
of a director for any act or omission for which such elimination of liability is
not permitted under the General Corporation Law of Delaware. If the General
Corporation Law of Delaware is amended after approval by the stockholders of
this article to authorize corporate action further limiting the personal
liability of directors, the liability of a director of the corporation shall be
limited to the fullest extent permitted by the General Corporation Law of
Delaware as so amended.
Any repeal or modification of the provisions of this article 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 the repeal
or modification.
ARTICLE V
The corporation shall indemnify to the fullest extent not prohibited by
law any current or former director of the corporation who is made, or threatened
to be made, a party to a threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, investigative or other
(including an action, suit or proceeding by or in the right of the corporation),
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation or a fiduciary within the meaning of the Employee
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Retirement Income Security Act of 1974 with respect to any employee benefit plan
of the corporation, or serves or served at the request of the corporation as a
director, officer, employee or agent, or as a fiduciary of an employee benefit
plan, of another corporation, partnership, joint venture, trust or other
enterprise. The corporation shall pay for or reimburse the reasonable expenses
incurred by any such current or former director in any such proceeding in
advance of the final disposition of the proceeding if the person sets forth in
writing (i) the person's good faith belief that the person is entitled to
indemnification under this article and (ii) the person's agreement to repay all
advances if it is ultimately determined that the person is not entitled to
indemnification under this article. No amendment to this article that limits the
corporation's obligation to indemnify any person shall have any effect on such
obligation for any act or omission that occurs prior to the later of the
effective date of the amendment or the date notice of the amendment is given to
the person. This article shall not be deemed exclusive of any other provisions
for indemnification or advancement of expenses of directors, officers,
employees, agents and fiduciaries that may be included in any statute, bylaw,
agreement, general or specific action of the board of directors, vote of
stockholders or other document or arrangement.
ARTICLE VI
The corporation reserves the right to alter, amend or 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 conferred
are granted subject to this reservation.
ARTICLE VII
The directors need not be elected by written ballot unless required by
the bylaws of the corporation.
ARTICLE VIII
In furtherance and not in limitation of the powers conferred by the laws
of the State of Delaware, the board of directors is expressly authorized to
make, amend and repeal the bylaws of the corporation.
ARTICLE IX
No action may be taken by stockholders of this corporation other than at
an annual or special meeting of stockholders or by the unanimous written consent
of stockholders.
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ARTICLE X
The address of the registered office of this corporation in the State of
Delaware is 1013 Centre Street, in the City of Wilmington, County of New Castle,
19805. The name of its registered agent at such address is the Corporation
Service Company.
This Amended and Restated Certificate of Incorporation has been signed
by the President of this corporation on October ___, 2000.
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Gary N. Fielland
President and Chief Executive Officer
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