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Exhibit 3.3
RESTATED
ARTICLES OF INCORPORATION
OF
INTELLON CORPORATION
Intellon Corporation, whose Restated Articles of Incorporation were
filed by the Florida Department of State on August 31, 1999, does hereby file
the following Restated Articles of Incorporation pursuant to Section 607.1007,
of the Florida Business Corporation Act (the "Act").
ARTICLE I
Name
The name of the Corporation is Intellon Corporation.
ARTICLE II
Duration
The Corporation shall exist perpetually, commencing November 3, 1986.
ARTICLE III
Purpose
The general purpose of the Corporation shall be the
transaction of any and all lawful business for which corporations may be
incorporated under the Act. The Corporation shall have all of the powers
enumerated in the Act and all such other powers as are not specifically
prohibited to corporations for profit under the laws of the State of Florida.
ARTICLE IV
Capital Stock
A. Number and Class of Shares Authorized; Par Value.
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The Corporation is authorized to issue the following shares of
capital stock:
(1) Common Stock. The aggregate number of shares of common
stock (referred to in these Restated Articles of Incorporation as "Common
Stock") which the Corporation shall have authority to issue is 100,000,000 with
a par value of $0.01 per share.
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(2) Preferred Stock. The aggregate number of shares of
preferred stock (referred to in these Restated Articles of Incorporation as
"Preferred Stock") which the Corporation shall have authority to issue is
10,000,000 with a par value of $.01 per share.
B. Description of Preferred Stock.
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The terms, preferences, limitations and relative rights of the
Preferred Stock are as follows:
(1) The Board of Directors is expressly authorized at any time
and from time to time to provide for the issuance of shares of Preferred Stock
in one or more series, with such voting powers, full or limited (including, by
way of illustration and not limitation, in excess of one vote per share), or
without voting powers, and with such designations, preferences and relative
participating, option or other rights, qualifications, limitations or
restrictions, as shall be fixed and determined in the resolution or resolutions
providing for the issuance thereof adopted by the Board of Directors, and as are
not stated and expressed in these Restated Articles of Incorporation or any
amendment hereto, including (but without limiting the generality of the
foregoing) the following:
(a) The distinctive designation of such series and
the number of shares which shall constitute such series, which number
may be increased (except where otherwise provided by the Board of
Directors in creating such series) or decreased (but not below the
number of shares thereof then outstanding) from time to time by
resolution of the Board of Directors; and
(b) The rate and manner of payment of dividends
payable on shares of such series, including the dividend rate, date of
declaration and payment, whether dividends shall be cumulative, and the
conditions upon which and the date from which such dividends shall be
cumulative; and
(c) Whether shares of such series shall be redeemed,
the time or times when, and the price or prices at which, shares of
such series shall be redeemable, the redemption price, the terms and
conditions of redemption, and the sinking fund provisions, if any, for
the purchase or redemption of such shares; and
(d) The amount payable on shares of such series and
the rights of holders of such shares in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of
the Corporation; and
(e) The rights, if any, of the holders of shares of
such series to convert such shares into, or exchange such shares for,
shares of Common Stock, other securities, or shares of any other class
or series of Preferred Stock and the terms and conditions of such
conversion or exchange; and
(f) The voting rights, if any, and whether full or
limited, of the shares of such series, which may include no voting
rights, one vote per share, or such higher number of votes per share as
may be designated by the Board of Directors; and
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(g) The preemptive or preferential rights, if any, of
the holders of shares of such series to subscribe for, purchase,
receive, or otherwise acquire any part of any new or additional issue
of stock of any class, whether now or hereafter authorized, or of any
bonds, debentures, notes, or other securities of the Corporation,
whether or not convertible into shares of stock with the Corporation.
(2) Except in respect of the relative rights and preferences
that may be provided by the Board of Directors as hereinbefore
provided, all shares of Preferred Stock shall be identical, and each
share of a series shall be identical in all respects with the other
shares of the same series. When payment of the consideration for which
shares of Preferred Stock are to be issued shall have been received by
the Corporation, such shares shall be deemed to be fully paid and
nonassessable.
C. Common Stock Voting Rights.
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Each record holder of Common Stock shall be entitled to one
vote for each share held. Holders of Common Stock shall have no cumulative
voting rights in any election of directors of the Corporation.
D. Preemptive Rights.
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Holders of Common Stock shall not have as a matter of right
any preemptive or preferential right to subscribe for, purchase, receive, or
otherwise acquire any part of any new or additional issue of stock of any class,
whether now or hereafter authorized, or of any bonds, debentures, notes, or
other securities of the Corporation, whether or not convertible into shares of
stock of the Corporation.
ARTICLE V
Registered Office and Agent; Principal Place of Business
The street address of the registered office of the Corporation is 5100
West Silver Springs Boulevard, Ocala, Florida 34482, and the registered agent of
the Corporation at such address is Horst G. Sandfort. The principal place of
business and the mailing address of the Corporation is 5100 West Silver Springs
Boulevard, Ocala, Florida 34482. The Corporation may change its registered
agent, the location of its registered office, its principal place of business,
or its mailing address, or any of the foregoing, from time to time without
amendment of these Restated Articles of Incorporation.
ARTICLE VI
Special Shareholder Meetings
Special meetings of the shareholders of the Corporation shall be held
when directed by the Board of Directors or when requested in writing by the
holders of not less than fifty percent (50%) of all the votes entitled to be
cast on any issue proposed to be considered at the proposed special meeting.
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ARTICLE VII
Directors
The number of Directors of the Corporation shall be the number from
time to time fixed in accordance with the provisions of the bylaws of the
Corporation, but at no time shall the number of Directors be less than one. The
Board of Directors of this Corporation shall be divided into three classes as
equal in number as may be feasible, with the term of office of one class
expiring each year and with the term of office of those of the first class to
expire at the annual meeting of shareholders in 2001, of the second class to
expire at the annual meeting of shareholders in 2002, and of the third class to
expire at the annual meeting of shareholders in 2003. At each annual meeting of
shareholders, successors to the Directors whose terms shall then expire shall be
elected to hold office for terms expiring at the third succeeding annual
meeting. Whenever a vacancy occurs on the Board of Directors, including a
vacancy resulting from an increase in the number of Directors, it shall be
filled by the affirmative vote of a majority of the remaining Directors, though
less than a quorum of the Board of Directors, and each additional Director shall
hold office until the end of the term he or she is elected to fill and until his
or her successor shall have been elected and qualified in the class to which
such Director is assigned. Directors shall continue in office until the end of
their respective term and until his or her successor is elected and qualifies or
until there is a decrease in the number of Directors. When the number of
Directors is changed, any newly created directorships or any decrease in
directorships shall be so assigned among the classes by a majority of the
Directors then in office, though less than a quorum, as to make all classes as
equal in number as may be feasible. No decrease in the number of Directors shall
shorten the term of an incumbent Director.
ARTICLE VIII
Bylaws
The power to adopt, alter, amend or repeal bylaws shall be vested in
the Board of Directors.
ARTICLE IX
Amendment of Restated Articles of Incorporation
These Restated Articles of Incorporation may be amended in the manner
from time to time prescribed by law with any right conferred upon the
shareholders by any provision of these Restated Articles of Incorporation made
subject to this reservation and provided that any amendment of Paragraph C of
Article IV, Article VI, Article VII, Article VIII or this Article IX of these
Restated Articles of Incorporation shall require the approval of (i) the holders
of at least two-thirds (2/3)of the outstanding shares of the capital stock
entitled to vote on the matter, and (ii) at least two-thirds (2/3) of the total
number of Directors then constituting the Board of Directors.
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CERTIFICATE
The foregoing amendments were adopted by the holders of outstanding
shares of common stock, Series A Convertible Preferred Stock, Series B
Convertible Preferred Stock and Series C Convertible Preferred Stock, being the
sole voting groups entitled to vote on the amendments, on ____________, 2000 and
the number of votes cast for the amendments by the shareholders in each voting
group was sufficient for approval by that voting group.
IN WITNESS WHEREOF, the undersigned President and Chief Executive
Officer of this Corporation has executed these Restated Articles of
Incorporation on the _____ day of September, 2000.
INTELLON CORPORATION
By: ____________________________________
Horst G. Sandfort
President and Chief Executive Officer
STATE OF FLORIDA
COUNTY OF MARION
The foregoing instrument was acknowledged before me this _____ day of
September, 2000, by Horst G. Sandfort as President and Chief Executive Officer
for Intellon Corporation
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________________________________________
Printed Name:
Notary Public, State of Florida
Personally Known or Produced Identification
Type of Identification Produced _______________________________________________
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