CERTIFICATE OF INCORPORATION
OF
INTERTECH CORPORATION
1. The name of the corporation is Intertech Corporation (the "Company").
2. The address of its registered office in the State of Delaware, County of
New Castle, is 1013 Centre Road, Wilmington, Delaware 19805-1297. The name of
its registered agent at such address is Corporation Service Company.
3. The nature of the business or purposes to be conducted or promoted are
to engage in any lawful act or activity for which corporations may be organized
under the Delaware General Corporation Law.
4. The total number of shares of stock of all classes and series the
Company shall have authority to issue is 50,000,000 shares, consisting of (i)
45,000,000 shares of common stock, value of $0.001 per share (the "Common
Stock"), and (ii) 5,000,000 shares of preferred stock. The powers, preferences
and relative, $.001 par value with such powers, designations, preferences,
rights and qualifications, limitations or restrictions as may be decided upon by
the Company's board of directors.
5. The name and mailing address of the incorporator is as follows:
Hershey Moss
759 Cedar Field Court
Town & Country, Missouri 63017
The name and mailing address of each person who is to serve as a director until
the first annual meeting of the stockholders or until a successor is elected and
qualified, is as follows:
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Name Mailing Address
---- ---------------
Hershey Moss 759 Cedar Field Court
Town & Country, Missouri 63017
6. The Company is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by statute,
the board of directors is expressly authorized to make, amend, alter or repeal
the bylaws of the Company.
8. Elections of directors need not be by written ballot unless the bylaws
of the Company shall so provide.
Meetings of stockholders may be held within or without the State of
Delaware as the bylaws may provide. The books of the Company 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 Company.
9. The Company reserves the right to amend, alter, change or repeal any
provision contained in this 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.
10. No director of this Company shall be personally liable to the Company
or its stockholders for monetary damages for breach of fiduciary duty as a
director. Nothing in this paragraph shall serve to eliminate or limit the
liability of a director (a) for any breach of the director's duty of loyalty to
this Company or its stockholders, (b) for acts or omissions not in good faith or
which involves intentional misconduct or a knowing violation of law, (c) under
Section 174 of the Delaware General Corporation Law, or (d) for any transaction
from which the director derived an improper personal benefit. If the Delaware
General Corporation Law is amended after approval by the stockholders of this
article to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the Company
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.
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Any repeal or modification of the foregoing paragraph by the stockholders
of the Company shall not adversely affect any right or protection of a director
of the Company existing at the time of such repeal or modification.
11. (a) Each person who was or is made a party or is threatened to be made
a party to or is otherwise involved in any action, suit or proceeding whether
civil, criminal or administrative, (a "Proceeding"), or is contacted by any
governmental or regulatory body in connection with any investigation or inquiry
(an "Investigation"), by reason of the fact that he or she is or was a director
or executive officer (as such term is utilized pursuant to interpretations under
Section 16 of the Securities Exchange Act of 1934) of the Company or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans (an
"Indemnitee"), whether the basis of such Proceeding or Investigation is alleged
action in an official capacity or in any other capacity as set forth above shall
be indemnified and held harmless by the Company to the fullest extent authorized
by the Delaware General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Company to provide broader indemnification rights than
such law permitted the Company to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such Indemnitee in connection therewith and such indemnification
shall continue as to an Indemnitee who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the Indemnitee's heirs,
executors and administrators. The right to indemnification conferred in this
Section shall be a contract right and shall include the right to be paid by the
Company the expenses incurred in defending any such Proceeding in advance of its
final disposition (an "Advancement of Expenses"); provided, however, that such
Advancement of Expenses shall be made only upon delivery to the Company of an
undertaking, by or on behalf of such Indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal that such Indemnitee is not entitled
to be indemnified for such expenses under this Section or otherwise (an
"Undertaking").
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(b) If a claim under paragraph (a) of this Section is not paid in full
by the Company within 60 days after a written claim has been received by the
Company, except in the case of a claim for an Advancement of Expenses, in which
case the applicable period shall be 20 days, the Indemnitee may at any time
thereafter bring suit against the Company to recover the unpaid amount of the
claim. If successful in whole or in part in any such suit or in a suit brought
by the Company to recover an Advancement of Expenses pursuant to the terms of an
Undertaking, the Indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In
(i) any suit brought by the Indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the Indemnitee to
enforce a right to an Advancement of Expenses) it shall be a defense that, and
(ii) any suit by the Company to recover an Advancement of
Expenses pursuant to the terms of an Undertaking the Company shall be entitled
to recover such expenses upon a final adjudication that, the Indemnitee has not
met the applicable standard of conduct set forth in the Delaware General
Corporation Law. Neither the failure of the Company (including its board of
directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
Indemnitee is proper in the circumstances because the Indemnitee has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Company (including its board of
directors, independent legal counsel, or its stockholders) that the Indemnitee
has not met such applicable standard of conduct or, in the case of such a suit
brought by the Indemnitee, be a defense to such suit. In any suit brought by the
Indemnitee to enforce a right hereunder, or by the Company to recover an
Advancement of Expenses pursuant to the terms of an undertaking, the burden of
proving that the Indemnitee is not entitled to be indemnified or to such
Advancement of Expenses under this Section or otherwise shall be on the Company.
(c) The rights to indemnification and to the Advancement of Expenses
conferred in this Section shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, this certificate of
incorporation, bylaw, agreement, vote of stockholders or disinterested directors
or otherwise.
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(d) The Company may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Company or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Company would have the power to
indemnify such person against such expense, liability or loss under the Delaware
General Corporation Law.
(e) The Company may, to the extent authorized from time to time by the
board of directors, grant rights to indemnification and to the Advancement of
Expenses, to any employee or agent of the Company to the fullest extent of the
provisions of this Section with respect to the indemnification and Advancement
of Expenses of directors, and executive officers of the Company.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the Delaware General Corporation
Law, do make this certificate, hereby declaring and certifying that this is my
act and deed and the facts herein stated are true, and accordingly have hereunto
set my hand this 3rd day of April, 2000.
/s/ Hershey Moss
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Hershey Moss, Incorporator
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