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EXHIBIT 3.1
CERTIFICATE OF DESIGNATIONS
OF THE SPECIAL VOTING PREFERRED STOCK
($.01 PAR VALUE)
OF
E-TEK DYNAMICS, INC.
PURSUANT TO SECTION 151(g) OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE
THE UNDERSIGNED, being the Secretary of E-TEK Dynamics, Inc., a Delaware
corporation (the "Corporation"), DOES HEREBY CERTIFY that, pursuant to the
provisions of Section 151(g) of the General Corporation Law of the State of
Delaware and pursuant to authority conferred upon the Board of Directors of the
Corporation by the provisions of the Certificate of Incorporation of the
Corporation (the "Certificate of Incorporation"), the Board of Directors, at
special meeting of the Board of Directors on May 19, 2000, adopted resolutions
providing for the issuance of a series of its preferred stock and fixing the
relative powers, preferences, rights, qualifications, limitations and
restrictions of such stock. These resolutions are as follows:
"RESOLVED, that pursuant to authority expressly granted to and vested in
the Board of Directors of the Corporation by the provisions of the Certificate
of Incorporation, the issuance of a series of preferred stock, par value $.01
per share, which shall consist of one of the undesignated 25,000,000 shares of
preferred stock that the Corporation now has authority to issue, be and the same
hereby is authorized, and the Board hereby fixes the powers, preferences,
rights, qualifications, limitations and restrictions of the share of such series
(in addition to the powers, preferences, rights, qualifications, limitations and
restrictions set forth in the Certificate of Incorporation which may be
applicable to the preferred stock of this series) as follows:
1. Authorized Number and Designation. One share of the preferred stock,
$.01 par value per share, of the Corporation is hereby constituted as a series
of the preferred stock designated Special Voting Preferred Stock, $.01 par value
(the "Special Voting Preferred Stock").
2. Dividends. The holder of the Special Voting Preferred Stock shall not
be entitled to receive any dividends declared and paid by the Corporation.
3. Liquidation Rights. In the event of any liquidation, dissolution or
winding-up of the Corporation and subject to any prior rights of holders of
shares of preferred stock ranking senior to the
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Special Voting Preferred Stock, a distribution shall be made to the holder of
the share of Special Voting Preferred Stock in respect of such Special Voting
Preferred Stock in an amount equal to $1.00, together with payment to holders of
common stock and any other class of stock ranking equally with the Special
Voting Preferred Stock, and before payment shall be made to holders of any stock
ranking junior to the Special Voting Preferred Stock.
4. Voting Rights.
(a) Except as otherwise required by law, so long as the share of
Special Voting Preferred Stock is outstanding, then the holder thereof shall be
entitled to a number of votes in respect of the Special Voting Preferred Stock
equal to the number of votes that the holders of outstanding Class A
Exchangeable Shares (the "Exchangeable Shares") of Lundy Technology Co., an
unlimited company formed under the laws of the Province of Nova Scotia,
("Lundy") (the "Holders"), from time to time would be entitled to if all such
outstanding Exchangeable Shares were exchanged by the holders of Exchangeable
Shares of Lundy, at the record date for the determination of the stockholders
entitled to vote on such matters or, if no such record date is established, at
the date such vote is taken or any written consent of the stockholders is
solicited, for shares of the Common Stock of the Corporation pursuant to the
terms of the Exchangeable Shares, in each case for the election of directors and
on all matters submitted to a vote of the stockholders of the Corporation.
(b) Except as otherwise provided by law or in the Certificate of
Incorporation, the holder of the Special Voting Preferred Stock and the holders
of the shares of Common Stock shall vote together as one class on all matters
submitted to a vote of stockholders of the Corporation.
5. Conversion. The holder of the Special Voting Preferred Stock shall
have no conversion rights.
6. Redemption. The Special Voting Preferred Stock is not redeemable.
7. Other Provisions.
(a) Pursuant to the terms of that certain Purchase Agreement by
and among the Corporation and the designated holder of the Special Voting
Preferred Stock (the "Special Holder"), one share of Special Voting Preferred
Stock is being issued to the Special Holder, which share of Special Voting
Preferred Stock is subject to the terms of the Voting Trust established by that
Voting Trust Agreement between the Corporation and the Special Holder as
trustee. The Special Holder, as trustee under the Voting Trust Agreement, is
entitled to exercise the voting rights attendant thereto in such manner as the
Voting Trust Agreement provides.
(b) At such time as there are no Exchangeable Shares of Lundy
outstanding which are owned of record by Holders other than the Corporation, the
share of Special Voting Preferred Stock shall automatically be deemed canceled."
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IN WITNESS WHEREOF, E-TEK Dynamics, Inc. has duly caused this
Certificate of Designations to be executed by its Secretary, this 22nd day of
May 2000.
E-TEK DYNAMICS, INC.
By: /s/ William N. Gerson
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William N. Gerson
Secretary
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