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EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
X10.COM, INC.
Alex Peder and Wade Pfeiffer hereby certify and acknowledge that:
One: They are the duly elected and acting President and Secretary,
respectively, of X10.com, Inc., a corporation organized and existing under the
laws of the State of Delaware.
Two: The name under which the corporation was originally incorporated is
X10.com, Inc. The date of filing the original Certificate of Incorporation of
this corporation with the Delaware Secretary of State was July 29, 1999.
Three: This Amended and Restated Certificate of Incorporation amends,
restates and integrates the provisions of this corporation's Certificate of
Incorporation. The Certificate of Incorporation of this corporation is hereby
amended and restated in its entirety to read as follows:
ARTICLE I
The name of this corporation is X10 Wireless Technology, Inc. (the
"Corporation").
ARTICLE II
The address of the Corporation's registered office in the State of Delaware
is 1209 Orange Street, Wilmington, Delaware 19801, which is within the County of
New Castle. The name of its registered agent at such address is The Corporation
Trust Company.
ARTICLE III
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.
ARTICLE IV
Classes of Stock. The 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 Thirty Million (130,000,000) shares, each with a par value of $0.001 per
share. One Hundred Million (100,000,000) shares shall be Common Stock and Thirty
Million (30,000,000) shares shall be Preferred Stock.
Rights, Preferences and Restrictions of Preferred Stock. The Preferred
Stock may be issued from time to time in one or more series. The Board of
Directors is hereby authorized, within the limitations and restrictions stated
in this Certificate of Incorporation, to determine
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or alter the powers, designations, preferences and relative, participating
optional or other rights and restrictions, if any, and the qualifications,
limitations or restrictions thereof, if any, granted to or imposed upon any
wholly unissued series of Preferred Stock and the number of shares constituting
any such series and the designation thereof, or any of them; and to increase or
decrease the number of shares of any series 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 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 V
The number of directors of the Corporation shall be fixed from time to time
by a bylaw or amendment thereof duly adopted by the Board of Directors.
ARTICLE VI
In the election of directors, each holder of shares of any class or series
of capital stock of the Corporation shall be entitled to one vote for each share
held. No stockholder will be permitted to cumulate votes at any election of
directors.
ARTICLE VII
No action shall be taken by the stockholders of the Corporation other than
at an annual or special meeting of the stockholders or by written consent of
stockholders, in accordance with the provisions of the Corporation's bylaws.
ARTICLE VIII
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Amended and Restated 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.
ARTICLE IX
The Board of Directors of the Corporation is expressly authorized to make,
alter or repeal bylaws of the Corporation.
ARTICLE X
Meetings of Stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the bylaws of the Corporation.
2.
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ARTICLE XI
The Corporation shall have perpetual existence.
ARTICLE XII
To the fullest extent permitted by the General Corporation Law of Delaware,
as the same may be amended from time to time, 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. If the General
Corporation Law of Delaware is hereafter amended to authorize, with the approval
of a corporation's stockholders, further reductions in the liability of a
corporation's directors for breach of fiduciary duty, then a director of the
Corporation shall not be liable for any such breach to the fullest extent
permitted by the General Corporation Law of Delaware, as so amended.
Any repeal or modification of the foregoing provisions of this Article XII
shall not adversely affect any right or protection of a director of the
Corporation with respect to any acts or omissions of such director occurring
prior to such repeal or modification.
ARTICLE XIII
To the fullest extent permitted by applicable law, the Corporation is also
authorized to provide indemnification of (and advancement of expenses to) such
agents (and any other persons to which Delaware law permits the Corporation to
provide indemnification) through bylaw provisions, agreements with such agents
or other persons, vote of stockholders or disinterested directors or otherwise,
in excess of the indemnification and advancement otherwise permitted by Section
145 of the General Corporation Law of Delaware, subject only to limits created
by applicable Delaware law (statutory or non-statutory), with respect to actions
for breach of duty to a corporation, its stockholders, and others.
Any repeal or modification of any of the foregoing provisions of this
Article XIV shall not adversely affect any right or protection of a director,
officer, agent, or other person existing at the time of, or increase the
liability of any director of the Corporation with respect to any acts or
omissions of such director, officer or agent occurring prior to such repeal or
modification.
Four: This Amended and Restated Certificate of Incorporation was duly
adopted by unanimous consent in lieu of meeting of the Board of Directors of the
corporation and at a special meeting of the stockholders of the corporation in
accordance with the applicable provisions of Sections 141, 211, 242 and 245 of
the General Corporation Law of the State of Delaware.
Five: This Amended and Restated Certificate of Incorporation shall be
effective upon filing with the Delaware Secretary of State.
3.
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IN WITNESS WHEREOF, Alex Peder and Wade Pfeiffer, acting as President and
Secretary, respectively, hereby acknowledge and affirm that they have signed
this Amended and Restated Certificate of Incorporation in Seattle, Washington,
that such act and deed is on behalf of X10.com, Inc. and that the statements
made herein are true and correct this 17th day of July, 2000.
X10.com, Inc.,
a Delaware corporation
By: /s/ Alex Peder
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Alex Peder, Its President
Attest:
By /s/ Wade Pfeiffer
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Wade Pfeiffer, Its Secretary
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