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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 08/04/2000
001397503 - 3270252
CERTIFICATE OF INCORPORATION
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OF
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ARTHUR TREACHER'S, INC.
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The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
FIRST: The name of the corporation (hereinafter called the "corporation")
is ARTHUR TREACHER'S, INC.
SECOND: The address, including street, number, city and county, of the
registered office of the corporation in the State of Delaware is Corporation
Trust Center, 1209 Orange Street, Wilmington Delaware 19801, County of New
Castle; and the name of the registered agent of the corporation in the State of
Delaware at such address is The Corporation Trust Company.
THIRD: 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 the State of Delaware.
FOURTH:
(a) The total number of shares of stock which the Corporation shall have
authority to issue is eighty five million (85,000,000), par value $.001, of
which seventy five million (75,000,000) shares shall be classified as common
stock, par value $.001, and ten million (10,000,000) shares shall be classified
as Blank Check Preferred Stock, par value $.001.
(b) The shares of Blank Check Preferred Stock may be issued from time to
time in one or more series, in any manner permitted by law, as determined from
time to time by the Board of Directors, and stated in the resolutions or
resolutions providing for the issuance of such shares adopted by the Board of
Directors pursuant to authority hereby vested in it. Without limiting the
generality of the foregoing, shares in such shares shall have such voting
powers, full or limited, or no voting powers, and shall have such designations,
preferences, and relative, participating, optional, or other special rights, and
qualifications, limitations, or restrictions thereof, permitted by law, as shall
be stated in the resolution or resolutions providing for the issuance of such
shares adopted by the Board of Directors pursuant to authority hereby vested
issuance of such shares adopted by the Board of Directors pursuant to authority
hereby vested issuance of such shares adopted by the board of Directors pursuant
to authority hereby vested in it. The number of shares of any such series so set
forth in such resolution or resolutions may be increased (but not above the
total number of
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authorized shares of Preferred Stock) or decreased (but not below the number of
shares thereof then outstanding) by further resolution or resolutions adopted by
the Board of Directors pursuant to authority hereby vested in it.
(c) Shares of the Corporation's common stock do not entitle the holder
thereof to preemptive rights.
FIFTH: The name and the mailing address of the incorporator is as follows:
NAME MAILING ADDRESS
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Peter M. Pfeiffer c/o McLaughlin & Stern, L.L.P.
260 Madison Avenue
New York, NY 10016
SIXTH: The corporation is to have perpetual existence.
SEVENTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the provisions of the
General Corporation Law of the State of Delaware, as the same may be amended and
supplemented.
EIGHTH: The corporation shall, to the fullest extent permitted by the
provisions of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under said section from and against any and all of the
expenses, liabilities, or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.
NINTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered, or repealed, and the provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article NINTH.
Signed on August 3, 2000
/s/ Peter M. Pfeiffer
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Peter M. Pfeiffer,
Incorporator
