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Exhibit 3.1
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
THE UNDERSIGNED, Senior Vice President of Charles River Laboratories
International, Inc., a corporation organized and existing under the laws of the
State of Delaware (the "Corporation"), does hereby certify in accordance with
the provisions of Section 103 of the General Corporation Law of the State of
Delaware as follows:
1. The Corporation was originally incorporated under the name
"Endosafe, Inc." and the original Certificate of Incorporation was filed with
the Secretary of State of the State of Delaware on February 3, 1994. A
certificate of amendment was filed on August 31, 1999 changing the Corporation's
name to Charles River Laboratories Holdings, Inc. An amended and restated
certificate of incorporation was filed with the Secretary of State of the State
of Delaware on September 28, 1999. A certificate of amendment was filed on May
18, 2000 changing the corporation's name to Charles River Laboratories
International, Inc.
2. This Second Amended and Restated Certificate of Incorporation has
been duly adopted pursuant to Sections 242 and 245 of the General Corporation
Law of the State of Delaware.
3. The text of the Certificate of Incorporation of the Corporation is
hereby amended and restated to read in its entirety as follows:
FIRST: the name of the corporation is Charles River Laboratories
International, Inc. (the "Corporation").
SECOND: The address of the Corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801, which address is located in the County of New Castle, and the
name of the Corporation's registered agent of such address is The Corporation
Trust Company.
THIRD: The purpose for which the Corporation is organized is to engage
in any lawful act or activity for which corporations may be organized under the
General Corporation Law.
FOURTH: The total number of shares of stock of which the Corporation
shall have the authority to issue is One Hundred Forty Million (140,000,000)
shares, of which One Hundred Twenty Million (120,000,000) shares, par value $.01
per share, shall be common stock (the "Common Stock") and Twenty Million
(20,000,000) shares, par value $.01 per share, shall be preferred stock (the
"Preferred Stock"). Subject to the limitations
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prescribed by law and the provisions of this certificate of incorporation, the
board of directors of the corporation is authorized to issue the Preferred Stock
from time to time in one or more series, each of such series to have such voting
powers, full or limited, or no voting powers, and such designations, preferences
and relative, participating, optional or other special rights, and such
qualifications, limitations or restrictions thereof, as shall be determined by
the board of directors in a resolution or resolutions providing for the issue of
such Preferred Stock. Subject to the powers, preferences and rights of any
Preferred Stock, including any series thereof, having any preference or priority
over, or rights superior to, the Common Stock and except as otherwise provided
by law, the holders of the Common Stock shall have and possess all powers and
voting and other rights pertaining to the stock of this corporation and each
share of Common Stock shall be entitled to one vote.
FIFTH: Subject to the provisions of the General Corporation Law, the
number of Directors of the Corporation shall be determined as provided in the
By-Laws of the Corporation.
SIXTH: To the fullest extent permitted by Section 145 of the Delaware
General Corporation Law, or any comparable succession law, as the same may be
amended and supplemented from time to time, the Corporation (i) may indemnify
any persons whom it shall have power to indemnify thereunder from and against
any and all of the expenses, liabilities or other matters referred to in or
covered thereby, (ii) shall indemnify each such person if he or she is or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding by reason of the fact that he or she is or was a director,
officer or employee of the Corporation or because he or she was serving the
Corporation or any other legal entity in any capacity at the request of the
Corporation while a director, officer or employee of the Corporation and (iii)
shall pay the expense of such a current or former director, officer or employee
incurred in connection with any such action, suit or proceeding in advance of
the final disposition of such action, suit or proceeding. The indemnification
and advancement of expenses provided for herein shall not be deemed exclusive of
any other rights to which those entitled to indemnification or advancement of
expenses may be entitled under any by-law, agreement, contract or vote of
stockholders or disinterested directors or pursuant to the direction (however
embodied) of any count of competent jurisdiction or otherwise, both as to action
in his or her official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer or employee and shall inure to the benefit of the heirs,
executors and administrators of such a person.
SEVENTH: In furtherance and not in limitation of the general powers
conferred by the laws of the State of Delaware, the Board of Directors of the
Corporation is expressly authorized to make, alter or repeal the By-Laws of the
Corporation, except as specifically stated therein.
EIGHTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and
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its stockholders or any class of them, any court of equitable jurisdiction
within the State of Delaware may, on the application in a summary way of the
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for the Corporation under the provisions of
Section 291 of the General Corporation Law or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Corporation under
the provisions of Section 279 of the General Corporation Law, order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders, of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.
NINTH: Except as otherwise required by the laws of the State of
Delaware, the stockholders and directors shall have the power to hold their
meetings and to keep the books, documents and papers of the Corporation outside
of the State of Delaware, and the Corporation shall have the power to have one
or more offices within or without the State of Delaware, at such places as may
be from time to time designated by the Corporation. Elections of directors need
not be by ballot unless the By-Laws of the Corporation shall so provide.
TENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now, or hereafter prescribed by statute, and all rights conferred upon
Stockholders herein are granted subject to this reservation.
ELEVENTH: 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 of 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, or (iv) for any transaction from which the director derived any improper
personal benefit. If the General Corporation Law is amended to further eliminate
or limit the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law, as so amended. Any repeal or
modification of this Article by the stockholders of the Corporation shall be by
the affirmative vote of the holders of not less than eighty percent (80%) of the
outstanding shares of stock of the Corporation and entitled to vote in the
election of directors, considered for the purposes of this Article
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ELEVENTH, as one class, shall be prospective only and shall not adversely affect
any right or protection of any director of the Corporation existing at the time
of such repeal or modification.
TWELFTH: Advance notice of stockholder nominations for election of
directors and other business to be brought by stockholders before either an
annual or special meeting of stockholders shall be given in the manner provided
by the By-Laws of this Corporation.
THIRTEENTH: At any time during which a class of capital stock of this
Corporation is registered under Section 12 of the Securities Exchange Act of
1934 or any similar successor statute, stockholders of the Corporation may not
take any action by written consent in lieu of a meeting. Notwithstanding any
other provisions of law, this Certificate of Incorporation or the By-Laws, each
as amended, and notwithstanding the fact that a lesser percentage may be
specified by law, this Certificate of Incorporation or the By-Laws of the
Corporation, the affirmative vote of eighty percent (80%) of the then
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors shall be required to amend or repeal, or
to adopt any provisions inconsistent with the purpose or intent of, this Article
THIRTEENTH.
FOURTEENTH: Special meetings of stockholders may be called at any time
only by (i) the Chairman of the Board of Directors, (ii) the Chief Executive
Officer (or if there is no Chief Executive Officer, the President), or (iii) the
Board of Directors of the Corporation pursuant to a resolution adopted by the
affirmative vote of a majority of the total number of directors then in office.
Any business transacted at any special meeting of stockholders shall be limited
to matters relating to the purpose or purposes stated in the notice of meeting.
Notwithstanding any other provisions of law, this Certificate of Incorporation
or the By-Laws, each as amended, and notwithstanding the fact that a lesser
percentage may be specified by law, this Certificate of Incorporation or the
By-Laws of the Corporation, the affirmative vote of eighty percent (80%) of the
then outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors shall be required to amend or repeal, or
to adopt any provisions inconsistent with the purpose or intent of, this Article
FOURTEENTH.
* * *
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IN WITNESS WHEREOF, the undersigned, being the Senior Vice
President of the Corporation, does hereby execute this Second Amended and
Restated Certificate of Incorporation this 5th day of June, 2000.
CHARLES RIVER LABORATORIES
INTERNATIONAL, INC.
By: /s/ DENNIS R. SHAUGHNESSY
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Dennis R. Shaughnessy
Senior Vice President
