RESTATED
CERTIFICATE OF INCORPORATION
OF
LASER PHOTONICS, INC.
1. This Restated Certificate of Incorporation (the "Certificate") of
LASER PHOTONICS, INC. (the "Corporation"), was duly adopted by the Board of
Directors of the Corporation on May 15, 2000 and the stockholders of the
Corporation on July 18, 2000, as set forth below, in accordance with Sections
228, 242 and 245 of the General Corporation Law of the State of Delaware. The
original Certificate of Incorporation was filed on November 3, 1987.
2. The following Restated Certificate of Incorporation was adopted on
July 18, 2000 by the vote of the stockholders of the Corporation by in excess of
50% of the issued and outstanding shares of each class of the Corporation's
capital stock entitled to vote thereon. The number of shares voted for the
Restated Certificate of Incorporation was sufficient for approval.
3. The text of the Certificate of Incorporation as amended or
supplemented heretofore is hereby restated and further amended to read in its
entirety as follows:
FIRST: The name of the corporation is PhotoMedex, Inc.
SECOND: The address of the registered office of the Corporation in the
State of Delaware shall be at Corporation Trust Center, 1209 Orange Street, City
of Wilmington, County of New Castle, Delaware. The name and address of the
Corporation's registered agent in the State of Delaware is The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, Delaware.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may now or hereafter be organized under the
General Corporation Law of the State of Delaware.
FOURTH: 1. The total number of shares of stock which the Corporation
shall have authority to issue is Fifty Million (50,000,000) shares, consisting
of Fifty Million (50,000,000) shares of Common Stock, par value $0.01 per share
(the "Common Stock").
FIFTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, repeal,
rescind, alter or amend in any respect the Bylaws of the Corporation (the
"Bylaws").
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SIXTH: The business and affairs of the Corporation shall be managed by
and under the direction of the Board of Directors. The exact number of directors
of the Corporation shall be determined from time to time by a Bylaw or Amendment
thereto provided that the number of directors shall not be reduced to less than
three (3), except that there need be only as many directors as there are
stockholders in the event that the outstanding shares are held of record by
fewer than three (3) stockholders.
Elections of directors need not be by written ballot unless the Bylaws
of the Corporation shall so provided.
SEVENTH: Each director shall serve until his successor is elected and
qualified or until his death, resignation or removal; and no decrease in the
authorized number of directors shall shorten the term of any incumbent director
EIGHTH: Newly created directorships resulting from any increase in the
number of directors, or any vacancies on the Board of Directors resulting from
death, resignation, removal or other causes, shall be filled solely by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the Board of Directors. Any director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of directors in which the new directorship was
created or the vacancy occurred and until such director's successor shall have
been elected and qualified or until such director's death, resignation or
removal, whichever first occurs.
NINTH: Meetings of stockholders of the Corporation may be held within
or without the State of Delaware, as the Bylaws may provide. The books of the
Corporation may be kept (subject to any provision of applicable law) 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.
TENTH: The Corporation reserves the right to adopt, repeal, rescind,
alter or amend in any respect any provision contained in this Certificate in the
manner now or hereafter prescribed by applicable law, and all rights conferred
on stockholders herein are granted subject to this reservation.
ELEVENTH: No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (a) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (b) for acts or
omissions not in good faith or which involve 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 hereafter is amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the Corporation, in addition to the
limitation on personal liability provided herein, shall be limited to the
fullest extent permitted by the amended Delaware General Corporation Law. Any
repeal or modification of this Section by the stockholders of the Corporation
shall be prospective only and shall not adversely affect any limitation on the
personal liability of a director of the Corporation existing at the time of such
repeal or modification.
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TWELFTH: No contract or other transaction of the Corporation with any
other person, firm or corporation, or in which this corporation is interested,
shall be affected or invalidated by: (a) the fact that any one or more of the
directors or officers of the Corporation is interested in or is a director or
officer of such other firm or corporation; or, (b) the fact that any director or
officer of the Corporation, individually or jointly with others, may be a party
to or may be interested in any such contract or transaction, so long as the
contract or transaction is authorized, approved or ratified at a meeting of the
Board of Directors by sufficient vote thereon by directors not interested
therein, to which such fact of relationship or interest has been disclosed, or
the contract or transaction has been approved or ratified by vote or written
consent of the stockholders entitled to vote, to whom such fact of relationship
or interest has been disclosed, or so long as the contract or transaction is
fair and reasonable to the Corporation. Each person who may become a director or
officer of the Corporation is hereby relieved from any liability that might
otherwise arise by reason of his contracting with the Corporation for the
benefit of himself or any firm or corporation in which he may in any way be
interested.
IN WITNESS WHEREOF, Laser Photonics, Inc. has caused this
Restated Certificate of Incorporation to be executed by its President as of this
July 18, 2000.
LASER PHOTONICS, INC.
By: /S/ Jeffrey F. O'Donnell
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Jeffrey F. O'Donnell, President
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