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EXHIBIT 3.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF SPECIALTY LABORATORIES, INC.,
A CALIFORNIA CORPORATION
The undersigned James B. Peter and Deborah A. Estes hereby certify that:
ONE: They are the duly elected and acting Chief Executive Officer and
Secretary, respectively, of said corporation.
TWO: The Articles of Incorporation of said corporation shall be amended and
restated to read in full as follows:
ARTICLE I
The name of this corporation is Specialty Laboratories, Inc.
ARTICLE II
The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.
ARTICLE III
A. CLASSES OF STOCK. This 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 Ten Million (110,000,000) shares. One Hundred Million (100,000,000)
shares shall be Common Stock, no par value per share and Ten Million
(10,000,000) shares shall be Preferred Stock, no par value per share.
The Preferred Stock may be issued from time to time in series. The Board of
Directors is hereby authorized to fix or alter the rights, preferences,
privileges and restrictions granted to or imposed upon any series of Preferred
Stock, and the number of shares constituting any such series and the designation
thereof, or of any of them. Subject to compliance with applicable protective
voting rights which may be granted to the Preferred Stock or any series thereof
in Certificates of Determination or the Corporation's Articles of Incorporation
("Protective Provisions"), but notwithstanding any other rights of the Preferred
Stock or any series thereof, the rights, privileges, preferences and
restrictions of any such series may be subordinated to, pari passu with
(including, without limitation, inclusion in provisions with respect to
liquidation and acquisition preferences, redemption and/or approval of matters
by vote or written consent), or senior to any of those of any present or future
class or series of Preferred or Common Stock. Subject to compliance with
applicable Protective Provisions, the Board of Directors is also authorized to
increase or decrease the number of shares of any series, prior to or 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.
1.
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B. STOCK SPLIT. Immediately upon the filing (the "Effective Time") of
this Amended and Restated Articles of Incorporation with the Secretary of State
of the State of California, each share of Common Stock of the corporation
outstanding as of the Effective Time shall be, without further action by the
corporation or any of the holders thereof, split up and converted into two and
two tenths (2.2) shares of Common Stock. Unless otherwise requested by the
holders thereof, the share certificates representing the shares outstanding
prior to the filing of this Amended and Restated Articles of Incorporation shall
represent such number of new shares as split and converted following the filing
hereof. Upon surrender by a holder of Common Stock of a certificate or
certificates for Common Stock, duly endorsed, at the office of the corporation,
the corporation shall, as soon as practicable thereafter, issue and deliver at
such office to such holder of Common Stock, or to the nominee or nominees of
such holder, a certificate or certificates for the number of new shares to which
such holder shall be entitled as aforesaid.
ARTICLE IV
A. The liability of the directors of this corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.
B. This corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the California Corporations Code) through bylaw
provisions, agreements with the agents, vote of shareholders or disinterested
directors, or otherwise in excess of the indemnification otherwise permitted by
Section 317 of the California Corporations Code, subject only to applicable
limits set forth in Section 204 of the California Corporations Code with respect
to actions for breach of duty to the corporation and its shareholders. This
corporation is further authorized to provide insurance for agents as set forth
in Section 317 of the California Corporations Code, provided that, in cases
where the corporation owns all or a portion of the shares of the company issuing
the insurance policy, the company or the policy, or both, must meet one of the
two sets of conditions set forth in said Section 317.
C. The corporation elects to be governed by all the provisions of the
General Corporation Law of 1977 not otherwise applicable to it under Chapter 23
thereof
* * *
THREE The foregoing amendment has been approved by the Board of Directors
of said corporation.
FOUR The foregoing amendment was approved by the holders of the requisite
number of shares of said corporation in accordance with Sections 902 and 903 of
the California General Corporation Law. The number of shares voting in favor of
the foregoing amendment equaled or exceeded the vote required, such required
vote being a majority of the outstanding shares of Common Stock.
2.
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IN WITNESS WHEREOF, the undersigned have executed this certificate on
October 27, 2000.
/s/ JAMES B. PETER
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James B. Peter,
Chief Executive Officer
/s/ DEBORAH A. ESTES
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Deborah A. Estes,
Secretary
3.
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The undersigned certify under penalty of perjury that they have read the
foregoing Amended and Restated Articles of Incorporation and know the contents
thereof, and that the statements therein are true.
Executed at Santa Monica, California, on October 27, 2000
/s/ James B. Peter
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James B. Peter
/s/ Deborah A. Estes
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Deborah A. Estes
4.
