<PAGE> 1
EXHIBIT 3.1
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE PAGE 1
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "ALLENS CREEK ENTERPRISES INC.", FILED IN THIS OFFICE ON THE
TWENTY-SIXTH DAY OF SEPTEMBER, A.D. 1989, AT 4:15 O'CLOCK P.M.
/s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2208849 8100 AUTHENTICATION: 0159190
991552724 DATE: 12-22-99
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Certificate of Incorporation
of
Allens Creek Enterprises Inc.
1. The name of the corporation is Allens Creek Enterprises Inc.
2. The address of the corporation's registered office in the
State of Delaware is 1209 Orange Street in the City of
Wilmington, County of New Castle. The name of its registered
agent at such address is The Corporation Trust Company.
3. 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.
4. The corporation shall have authority to issue one million
shares, consisting of five hundred thousand shares of Common
Stock having a par value of $.01 per share and five hundred
thousand shares of Preferred Stock having a par value of $.01
per share.
The Board of Directors is authorized, subject to limitations
prescribed by law, to provide for the issuance of the shares
of Preferred Stock in series and, by filing a certificate
pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be
included in each such series, and to fix the designation,
powers, preferences, and rights of the shares of each such
series and any qualifications, limitations, or restrictions
thereof. The number of authorized shares of Preferred Stock
may be increased or decreased, but not below the number of
shares thereof then outstanding, by the affirmative vote of
the holders of a majority of the outstanding shares of Common
Stock, without a vote of the holders of the Preferred Stock,
or of any series thereof, unless a vote of any such holders is
required pursuant to the certificate or certificates
establishing any series of Preferred Stock.
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5. The Board of Directors of the corporation is expressly
authorized to adopt, amend, or repeal by-laws of the
corporation.
6. Elections of directors need not be by written ballot except
and to the extent provided in the by-laws of the corporation.
7. No director of the corporation shall be liable to the
corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that the
foregoing shall not eliminate or limit liability of a director
(i) for any breach of such director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve a intentional misconduct or
a knowing violation of law, (iii) under Section 174 of Title 8
of the Delaware Code, or (iv) for any transaction from which
such director derived an improper personal benefit.
8. The incorporator is Gary Van Graafeiland, whose mailing
address is 343 State Street, Rochester, New York 14650-0208.
I, the undersigned, being the incorporator, for the purpose of
forming a corporation under the laws of the State of Delaware do make, file, and
record this Certificate of Incorporation, do certify that the facts herein
stated are true, and, accordingly have hereto set my hand this 26th day of
September, 1989.
By: /s/
---------------------------------
Gary Van Graafeiland
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STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE PAGE 1
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "ALLENS CREEK ENTERPRISES INC.", CHANGING ITS NAME FROM "ALLENS
CREEK ENTERPRISES INC." TO "GENENCOR INTERNATIONAL, INC.", FILED IN THIS OFFICE
ON THE SECOND DAY OF APRIL, A.D. 1990, AT 3 O'CLOCK P.M.
/s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2208849 8100 AUTHENTICATION: 7891814
960091573 DATE: 04-02-96
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ALLENS CREEK ENTERPRISES INC.
Duly Adopted in Accordance with Sections 242 of the
Delaware General Corporation Law
Allens Creek Enterprises Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,
DOES HEREBY CERTIFY:
FIRST: That by unanimous written consent of the Board of Directors of Allens
Creek Enterprises Inc., resolutions were duly adopted setting forth a proposed
amendment of the Certificate of Incorporation of said corporation and declaring
said amendment to be advisable. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing paragraph numbered "1." so
that said paragraph number "1." shall be and read as follows:
"1. The name of the corporation is Genencor International, Inc."
SECOND: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned have executed this
Certificate of Amendment as of the 2nd day of April, 1990.
/s/ Jose J. Corenas
---------------------------------
Jose J. Corenas, President
ATTEST:
/s/ K. J. Phelps
---------------------------------
J. Phelps, Secretary
<PAGE> 6
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE PAGE 1
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "GENENCOR INTERNATIONAL, INC.", FILED IN THIS OFFICE ON THE FIFTH
DAY OF MAY, A.D. 1992, AT 9 O'CLOCK A.M.
/s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2208849 8100 AUTHENTICATION: 7891812
DATE:
<PAGE> 7
CERTIFICATE OF AMENDMENT
of the
CERTIFICATE OF INCORPORATION
of
GENENCOR INTERNATIONAL, INC.
GENENCOR INTERNATIONAL, INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY THAT:
FIRST: That the Board of Directors of GENENCOR INTERNATIONAL,
INC. duly adopted resolutions setting forth a proposed amendment to the
Certificate of Incorporation of said Corporation, declaring said amendment to be
advisable and calling for the consent of the stockholders of said Corporation in
furtherance therefor. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the Certificate of Incorporation be, and it hereby
is, amended by deleting Article 4 in its entirety and
substituting in lieu thereof the following:
"4. The corporation shall have authority to issue
one million one thousand shares, consisting of (i) five
hundred thousand shares of Common Stock having a par value
of $.01 per share, (ii) five hundred thousand shares of
Preferred Stock having a par value of $.01 per share and
(iii) one thousand shares of Series A Preferred Stock
without par value.
(a) Voting Rights. Each share of issued and
outstanding Common Stock shall be entitled to one vote.
Each share of Series A Preferred Stock shall have no
voting rights except: (i) as required by law, and (ii)
with respect to any matter being submitted to a vote of
stockholders which would (A) increase or decrease the par
value or number of authorized shares of Series A Preferred
Stock or (B) change any preferences, powers or rights of
Series A Preferred Stock so as to affect them adversely,
(iii) to issue prior ranking preferred stock and (iv) to
redeem any stock with respect to which the Series A
Preferred Stock has a preference.
(b) Dividend Rights. The holders of the
Series A Preferred Stock shall be entitled to receive,
when
<PAGE> 8
and as declared by the Board of Directors out of funds
legally available therefor, annual cumulative cash
dividends of $7,500 per share, payable quarterly.
The Series A Preferred Stock shall not be entitled
to participate in the profits of the corporation whether
by stock dividends or otherwise beyond the rights set
forth above nor shall the holders thereof have any
preemptive or preferential right to purchase or subscribe
to any other issue or stock now or hereafter authorized or
any notes, debentures, bonds or other securities
convertible into or carrying options or warrants to
purchase shares of any issue now or hereafter authorized.
(c) Liquidation Rights. In the event of any
voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the corporation, the holders
of the Series A Preferred Stock shall be entitled to
receive on a pro rata basis, out of the net assets of the
corporation, before any of the assets be distributed among
or paid to the holders of the Common Stock or the
Preferred Stock, par value $.01, the sum of $100,000 per
share plus accrued but unpaid dividends.
After the making of such payments to the holders of
the Series A Preferred Stock, the remaining assets of the
corporation, if any, shall be distributed among the
holders of Common Stock and of Preferred Stock, par value
$.01, in accordance with their relative rights.
(d) Redemption. All or any number of the
shares of Series A Preferred Stock may be redeemed, at the
option of the corporation, at a price of $100,000.00 per
share plus accrued but unpaid dividends to the date of
redemption. The Board of Directors shall set the number of
shares to be redeemed and the redemption date. No stock
shall be redeemed under circumstances which would cause
the corporation to be in violation of the provisions of
the General Corporation Law of the Sate of Delaware.
Notice of election to redeem shall be mailed to
each holder of record of such stock at its address as it
appears on the books of the corporation not fewer than 30
days prior to the date upon which the redemption is to
take place. In the event that fewer than all of the
outstanding Series A Preferred Stock is to be redeemed,
the shares shall be redeemed on a pro rata basis among the
then existing shareholders of Series A Preferred Stock.
<PAGE> 9
(e) Preferred Stock, par value $.01. The
Board of Directors is authorized, subject to limitations
prescribed by law, to provide for the issuance of the
shares of Preferred Stock, par value $.01, in series and,
by filing a certificate pursuant to the applicable law of
the State of Delaware, to establish from time to time the
number of shares to be included in each such series, and
to fix the designation, powers, preferences, and rights of
the shares of each such series and any qualifications,
limitations, or restrictions thereof. The number of
authorized shares of Preferred Stock, par value $.01, may
be increased or decreased, but not below the number of
shares thereof then outstanding, by the affirmative vote
of the holders of a majority of the outstanding shares of
Common Stock, without a vote of the holders of the Series
A Preferred Stock or the Preferred Stock, par value $.01,
or of any series thereof, unless a vote of any such
holders is required pursuant to the certificates or
certificates establishing any series of Preferred Stock,
par value $.01."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, written consent, pursuant to statute, in favor of such action was
given by stockholders having not less than the minimum number of votes necessary
to authorize such action and that written notice was given to those stockholders
who did not consent in writing, all as prescribed by Section 228 of the General
Corporation Law of the State of Delaware.
THIRD: That said amendment was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of said Corporation shall not be reduced
under or by reason of said amendment.
IN WITNESS WHEREOF, said GENENCOR INTERNATIONAL, INC. has caused
its corporate seal to be affixed hereto and this Certificate to be signed by W.
Thomas Mitchell, its President, and Stuart L. Melton, its Secretary, this 17th
day of April, 1992.
By: /s/ W. Thomas Mitchell
---------------------------------
W. Thomas Mitchell,
President
Attest: /s/ Stuart L. Melton
---------------------------------
Stuart L. Melton,
Secretary
<PAGE> 10
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
GENENCOR INTERNATIONAL, INC.
DULY ADOPTED IN ACCORDANCE WITH SECTIONS 242 AND 222 OF THE
DELAWARE CORPORATION LAW
<PAGE> 11
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE PAGE 1
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "GENENCOR INTERNATIONAL, INC.", FILED IN THIS OFFICE ON THE SEVENTH
DAY OF FEBRUARY, A.D. 2000, AT 1 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS.
/s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2208849 8100 AUTHENTICATION: 0242968
001060434 DATE: 02-07-00
<PAGE> 12
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
GENENCOR INTERNATIONAL, INC.
Duly Adopted in Accordance with Sections 242 and 222 of the
Delaware Corporation Law.
GENENCOR INTERNATIONAL, INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY THAT:
FIRST: That on December 8,1999, the Board of Directors of
Genencor International, Inc. duly adopted resolutions setting forth a proposed
amendment to the Certificate of Incorporation of said Corporation, and calling
for the consent of the stockholders of the Corporation to said Amendment, which
consent was unanimously voted by the stockholders.
This Amended Certificate of Incorporation further amends the
provisions of the Corporation's Certificate of Incorporation as heretofore
amended or supplemented. The present name of the Corporation is Genencor
International, Inc., which was incorporated on September 26, 1989 in the State
of Delaware under the original name of Allens Creek Enterprises Inc. The
resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation be, and it hereby
is, amended by deleting the first paragraph of Article 4 in its
entirety and substituting in lieu thereof the following:
"4. The Corporation shall have authority to issue
one hundred and fifty million, five hundred and one
thousand shares, consisting of (i) one hundred and fifty
million shares of Common Stock having a par value of $0.01
per share, (ii) five hundred thousand shares of Preferred
Stock having a par value of $0.01 per share and (iii) one
thousand shares of Series A Preferred Stock without par
value.
The remainder of Article 4 remains unmodified.
By: /s/ W. Thomas Mitchell
---------------------------------
W. Thomas Mitchell,
President and Chief Executive
Officer
Attest: /s/ Stuart L. Melton
--------------------------------
Stuart L. Melton,
Secretary
<PAGE> 13
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE PAGE 1
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
CORRECTION OF "GENENCOR INTERNATIONAL, INC.", FILED IN THIS OFFICE ON THE
TWENTY-FIFTH DAY OF APRIL, A.D.
2000, AT 10:30 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS.
/s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2208849 8100 AUTHENTICATION: 0400288
001208363 DATE: 04-25-00
<PAGE> 14
CERTIFICATE OF CORRECTION
TO
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
GENENCOR INTERNATIONAL, INC.
Genenor International, Inc., a Delaware corporation (the
"Corporation"), pursuant to Section 103(f) of the General Corporation Law of the
State of Delaware, certifies:
FIRST: That the Certificate of Amendment of the Certificate of
Incorporation of Genencor International, Inc. (the "Certificate") filed with the
Secretary of State of the State of Delaware on February 7, 2000 is an inaccurate
record of the corporate action referred to therein.
SECOND: That the Certificate was inaccurate in that the first
paragraph of Article 4 thereof inadvertently omitted the following provision:
"Upon the effectiveness of the amendment to the Certificate of Incorporation of
the Corporation containing this sentence, each issued and outstanding share of
Common Stock shall be subdivided and changed into twenty-five thousand (25,000)
shares of Common Stock of the corporation."
THIRD: That the first paragraph of Article 4 of the Certificate
of Incorporation of Genencor International, Inc. in correct form is as follows:
4. The Corporation shall have authority to issue one
hundred and fifty million, five hundred and one thousand shares,
consisting of (i) one hundred and fifty million shares of Common
Stock having a par value of $ 0.01 per share, (ii) five hundred
thousand shares of Preferred Stock having a par value of $0.01
per share and (iii) one thousand shares of Series A Preferred
Stock without par value. Upon the effectiveness of the amendment
to the Certificate of Incorporation of the Corporation containing
this
<PAGE> 15
sentence, each issued and outstanding share of Common Stock
shall be subdivided and changed into twenty-five thousand
(25,000) shares of Common Stock of the corporation.
IN WITNESS WHEREOF, the Corporation has caused this Certificate
of Correction to be executed by Stuart L. Melton , its Secretary this 24th day
of April, 2000.
GENENCOR INTERNATIONAL, INC.
By: /s/ Stuart L. Melton
----------------------------------
Name: Stuart L. Melton
Title: Senior V.P., Secretary
