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EXHIBIT 3.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF SIMPLE TECHNOLOGY, INC.,
a California Corporation
The undersigned Manouch Moshayedi and Mark Moshayedi hereby certify that:
ONE: They are the duly elected and acting Chief Executive Officer and
Secretary, respectively, of said corporation.
TWO: The Articles of Incorporation of said corporation shall be amended and
restated to read in full as follows:
ARTICLE I
The name of this corporation is Simple Technology, Inc.
ARTICLE II
The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.
ARTICLE III
A. CLASSES OF STOCK. This corporation is authorized to issue two classes
of stock to be designated, respectively, "Common Stock" and "Preferred Stock."
The total number of shares which the corporation is authorized to issue is One
Hundred Twenty Million (120,000,000) shares. One Hundred Million (100,000,000)
shares shall be Common Stock, par value $0.001 per share and Twenty Million
(20,000,000) shares shall be Preferred Stock, par value $0.001 per share.
The Preferred Stock may be issued from time to time in series. The Board of
Directors is hereby authorized to fix or alter the rights, preferences,
privileges and restrictions granted to or imposed upon any series of Preferred
Stock, and the number of shares constituting any such series and the designation
thereof, or of any of them. Subject to compliance with applicable protective
voting rights which may be granted to the Preferred Stock or any series thereof
in Certificates of Determination or the Corporation's Articles of Incorporation
("Protective Provisions"), but notwithstanding any other rights of the Preferred
Stock or any series thereof, the rights, privileges, preferences and
restrictions of any such series may be subordinated to, pari passu with
(including, without limitation, inclusion in provisions with respect to
liquidation and acquisition preferences, redemption and/or approval of matters
by vote or written consent), or senior to any of those of any present or future
class or series of Preferred or Common Stock. Subject to compliance with
applicable Protective Provisions, the Board of Directors is also authorized to
increase or decrease the number of shares of any series, prior to or subsequent
to the issuance of shares of that series, but not below the number of shares of
such series then outstanding. In case the number of shares of any series shall
be so decreased, the
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shares constituting such decrease shall resume the status which they had prior
to the adoption of the resolution originally fixing the number of shares of such
series.
ARTICLE IV
A. The liability of the directors of this corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.
B. This corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the California Corporations Code) through bylaw
provisions, agreements with the agents, vote of shareholders or disinterested
directors, or otherwise in excess of the indemnification otherwise permitted by
Section 317 of the California Corporations Code, subject only to applicable
limits set forth in Section 204 of the California Corporations Code with respect
to actions for breach of duty to the corporation and its shareholders. This
corporation is further authorized to provide insurance for agents as set forth
in Section 317 of the California Corporations Code, provided that, in cases
where the corporation owns all or a portion of the shares of the company issuing
the insurance policy, the company or the policy, or both, must meet one of the
two sets of conditions set forth in said Section 317.
* * *
THREE: The foregoing amendment has been approved by the Board of Directors
of said corporation.
FOUR: The foregoing amendment was approved by the holders of the requisite
number of shares of said corporation in accordance with Sections 902 and 903 of
the California General Corporation Law; the total number of outstanding shares
of each class entitled to vote with respect to the foregoing amendment was
6,035,706 shares of Common Stock. The number of shares voting in favor of the
foregoing amendment equaled or exceeded the vote required, such required vote
being a majority of the outstanding shares of Common Stock.
IN WITNESS WHEREOF, the undersigned have executed this certificate on March
9, 2000.
/s/ Manouch Moshayedi
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Manouch Moshayedi,
Chief Executive Officer
/s/ Mark Moshayedi
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Mark Moshayedi,
Secretary
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The undersigned certify under penalty of perjury that they have read the
foregoing Amended and Restated Articles of Incorporation and know the contents
thereof, and that the statements therein are true.
Executed at Santa Ana, California, on March 9, 2000
/s/ Manouch Moshayedi
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Manouch Moshayedi
/s/ Mark Moshayedi
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Mark Moshayedi
