LUMINENT INC
S-1/A, EX-3.1, 2000-09-13
SEMICONDUCTORS & RELATED DEVICES
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                                                                     EXHIBIT 3.1


                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                        FILED 9:00 AM 7/24/2000
                                                           001374183 - 3154880


                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF
                                 LUMINENT, INC.


Luminent, Inc., a corporation organized and existing under the laws of the State
of Delaware, hereby certifies as follows:

    1.  The name of the corporation is Luminent, Inc. that is the name under
        which the corporation was originally incorporated. The original
        Certificate of Incorporation of the corporation was filed with the
        Secretary of State of the State of Delaware on March 29, 2000. The
        Certificate of Incorporation is hereby amended and restated pursuant to
        Section 242 and Section 245 of the Delaware General Corporation Law.

    2.  All amendments to the Certificate of Incorporation reflected herein have
        been duly authorized and adopted by the Corporation's Board of Directors
        and stockholders in accordance with the provisions of Sections 242 and
        245 of the Delaware General Corporation Law.

This Amended and Restated Certificate of Incorporation restates and integrates
and further amends the Certificate of Incorporation of the Corporation. The text
of the Certificate of Incorporation is amended hereby to read as herein set
forth in full:

                                    ARTICLE I

        The name of this corporation is Luminent, Inc.

                                   ARTICLE II

        The address of the registered office of the Corporation in the State of
Delaware is 1013 Centre Rd., Wilmington, Delaware 19805, New Castle County.

                                   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.





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