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EXHIBIT 3.1(a)
RESTATED
CERTIFICATE OF INCORPORATION
OF
RC TRANSACTION CORP.
RC Transaction Corp., a corporation organized and existing under the laws
of the State of Delaware, hereby certifies as follows:
A. The name of the corporation is RC Transaction Corp. RC Transaction
Corp. was originally incorporated under the same name, and the original
Certificate of Incorporation of the corporation was filed with the Secretary of
State of the State of Delaware on November 16, 1998.
B. Pursuant to the provisions of Section 228 of the General Corporation
Law of the State of Delaware, the stockholders of this corporation have
consented to the following amendment and restatement.
C. Pursuant to Sections 228, 242 and 245 of the General Corporation Law of
the State of Delaware, this Restated Certificate of Incorporation restates and
integrates and further amends the provisions of the Certificate of Incorporation
of this corporation.
D. The text of the Restated Certificate of Incorporation as heretofore
amended or supplemented is hereby restated and further amended to read in its
entirety as follows:
1. NAME OF CORPORATION. The name of the corporation is RC Transaction
Corp.
2. REGISTERED AGENT. The name and address of the corporation's registered
agent in Delaware is The Corporation Trust Company, Corporation Trust Center,
1209 Orange Street, City of Wilmington, County of New Castle.
3. PURPOSE. The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the Delaware General
Corporation Law (the "DGCL").
4. AUTHORIZED STOCK.
(a) The corporation is authorized to issue two classes of shares
designated "Preferred Stock" and "Common Stock". The aggregate number of
shares which the corporation shall have the authority to issue is
40,000,000 shares of capital stock, consisting of 35,000,000 shares of
Common Stock, par value $.01 per share, and 5,000,000 shares of Preferred
Stock, par value $.01 per share.
(b) The shares of Common Stock may be issued from time to time in one
or more series. The first series shall be designated as "Class A Common
Stock" and shall
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consist of 25,000,000 shares, par value $.01 per share. The second series
shall be designated as "Class B Common Stock" and shall consist of
3,000,000 shares, par value $.01 per share. The third series shall be
designated as "Class C Common Stock" and shall consist of 7,000,000 shares,
par value $.01 per share. The relative rights, preferences and limitations
of Class A Common Stock, Class B Common Stock and Class C Common Stock are
identical in all respects, except that: (i) the voting power for the
election of directors and for all other purposes is vested exclusively in
the holders of Class A Common Stock, (ii) except as otherwise required by
the Delaware General Corporation Law, the holders of shares of Class B and
Class C Common Stock shall have no voting rights and their consent shall
not be required for the taking of any corporate action and (iii) the
corporation's board of directors is authorized to provide for the
conversion of shares of Class B Common Stock and shares of Class C Common
Stock into an equal number of shares of Class A Common Stock and the
conversion of shares of Class A Common Stock into an equal number of shares
of Class B Common Stock under such circumstances and in accordance with
such provisions as may be set forth in a stockholders agreement approved by
the corporation's board of directors and to which the corporation is a
party.
(c) The corporation's board of directors is authorized to provide for
the issuance of any or all shares of the Preferred Stock in one or more
series, and to fix by resolution or resolutions the designations, powers,
preferences and relative, participating, optional or other special rights,
and the qualifications, limitations or restrictions, for each such series,
and the number of shares constituting any such series, and to increase or
decrease the number of shares of any series subsequent to the issuance
thereof, but not below the number thereof then outstanding.
(d) Upon the filing in the Office of the Secretary of State of
Delaware of this Restated Certificate of Incorporation, each issued and
outstanding share of Class A Common Stock, Class B Common Stock and Class C
Common Stock shall thereby and thereupon be reclassified as and changed
into ten (10) shares of Class A Common Stock, Class B Common Stock and
Class C Common Stock, respectively.
5. LIABILITY AND INDEMNIFICATION. The personal liability of the
corporation's directors is hereby eliminated to the fullest extent permitted by
the DGCL (or by applicable law if the DGCL is deemed not to apply), as may be
amended. The corporation shall indemnify its directors and officers to the
fullest extent permitted by law, as now or hereafter in effect, and such right
to indemnification shall continue as to a person who has ceased to be a director
or officer of the corporation and shall inure to the benefit of his or her
heirs, executors and personal and legal representatives. The corporation may,
to the extent authorized from time to time by the corporation's board of
directors and permitted by law, indemnify employees and agents of the
corporation. The corporation is authorized to provide, by bylaw, agreement or
otherwise, for indemnification of directors, officers, employees and agents in
excess of the indemnification otherwise permitted by applicable law. The rights
to indemnification under this article shall not be exclusive of any other right
which any person may have or hereafter acquire under any law, bylaw, agreement,
or vote of the corporation's stockholders or directors or
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otherwise. Any repeal or modification of this article shall not adversely affect
any right or protection of a director or officer of the corporation existing at
the time of such repeal or modification with respect to any act or omission
occurring prior to such repeal or modification.
6. AMENDMENT OF BYLAWS. In addition to the other powers conferred by law,
the corporation's board of directors shall have the power to adopt, repeal,
amend or restate the corporation's bylaws.
7. AMENDMENT OF CERTIFICATE. The corporation reserves the right to amend
or repeal any provision contained in, and to add any provision authorized by the
DGCL to, this Restated Certificate of Incorporation, and all rights, preferences
and privileges conferred upon the corporation's stockholders by and pursuant to
this Restated Certificate of Incorporation in its present form or as hereafter
amended are granted subject to this reservation.
8. ELECTION OF DIRECTORS. The corporation's directors shall be elected by
a majority of the shares of the corporation's common stock entitled to vote in
the election of the corporation's directors issued and outstanding as of the
record date for such election.
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IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been
signed by Donald B. Murray, its President, and Stephen J. Giusto, its Secretary,
this 25th day of March, 2000.
/s/ Donald B. Murray
___________________________
Donald B. Murray
President
/s/ Stephen J. Giusto
___________________________
Stephen J. Giusto
Secretary
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