Exhibit 2.2
CERTIFICATE OF MERGER
MERGING
MATCHBOX ACQUISITION CORP.,
A DELAWARE CORPORATION
WITH AND INTO
TELCOM SEMICONDUCTOR, INC.,
A DELAWARE CORPORATION
----------
Pursuant to Section 251 of the General Corporation Law of the State of Delaware
----------
TelCom Semiconductor, Inc., a Delaware corporation ("COMPANY"), does hereby
certify as follows:
FIRST: The constituent corporations are Company, a Delaware corporation,
and Matchbox Acquistion Corp., a Delaware corporation ("SUB").
SECOND: An Agreement and Plan of Reorganization (the "REORGANIZATION
AGREEMENT"), dated October 26, 2000, among Microchip Technology Incorporated, a
Delaware corporation, Sub and Company, setting forth the terms and conditions of
the merger of Sub with and into Company (the "MERGER"), has been approved,
adopted, certified, executed and acknowledged by each of the constituent
corporations in accordance with Section 251 of the Delaware General Corporation
Law.
THIRD: The name of the surviving corporation in the Merger (the "SURVIVING
CORPORATION") shall be TelCom Semiconductor, Inc.
FOURTH: That the Amended and Restated Certificate of Incorporation of the
Surviving Corporation is amended to read in its entirety as set forth in Exhibit
A hereto.
FIFTH: An executed copy of the Reorganization Agreement is on file at the
principal place of business of the Surviving Corporation at the following
address: 1300 Terra Bella Avenue, Mountain View, CA 94039.
SIXTH: An executed copy of the Reorganization Agreement will be furnished
by the Surviving Corporation, on request and without cost, to any stockholder of
either constituent corporation.
-1-
<PAGE>
SEVENTH: The Merger shall become effective on January 16, 2001 at 4 p.m.
E.S.T.
IN WITNESS WHEREOF, Company has caused this Certificate of Merger to be
executed in its corporate name as of the 16th day of January, 2001.
TELCOM SEMICONDUCTOR, INC.
By: /s/ Robert G. Gargus
------------------------------------
Robert G. Gargus
President and Chief Executive
Officer
-2-
<PAGE>
EXHIBIT A
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
TELCOM SEMICONDUCTOR, INC.
A DELAWARE CORPORATION
ARTICLE ONE
The name of this corporation is TelCom Semiconductor, Inc. (the
"Corporation").
ARTICLE TWO
The address of the Corporation's registered office in the State of Delaware
is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.
ARTICLE THREE
The nature of the business or purposes to be conducted or promoted by the
Corporation is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.
ARTICLE FOUR
This Corporation is authorized to issue one class of stock to be designated
Common Stock. The total number of shares of Common Stock authorized to be issued
is One Thousand (1,000) shares with a par value of $0.001.
ARTICLE FIVE
The Corporation is to have perpetual existence.
ARTICLE SIX
Elections of directors need not be by written ballot unless a stockholder
demands election by written ballot at the meeting and before voting begins or
unless the Bylaws of the Corporation shall so provide.
-3-
<PAGE>
ARTICLE SEVEN
The number of directors which constitute the whole Board of Directors of
the Corporation shall be designated in the Bylaws of the Corporation.
ARTICLE EIGHT
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, alter, amend or repeal
the Bylaws of the Corporation.
ARTICLE NINE
To the fullest extent permitted by law, no director of the Corporation
shall be personally liable for monetary damages for breach of fiduciary duty as
a director. Without limiting the effect of the preceding sentence, if the
General Corporation Law of Delaware is hereafter amended to authorize the
further elimination or limitation of the liability of a director, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the General Corporation Law of Delaware, as so
amended.
Neither any amendment nor repeal of this Article IX, nor the adoption of
any provision of this Certificate of Incorporation inconsistent with this
Article IX, shall eliminate, reduce or otherwise adversely affect any limitation
on the personal liability of a director of the Corporation existing at the time
of such amendment, repeal or adoption of such an inconsistent provision.
ARTICLE TEN
Meetings of stockholders 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 contained in the statutes) outside of 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 Corporation.
ARTICLE ELEVEN
Vacancies created by the resignation of one or more members of the Board of
Directors and newly created directorships, created in accordance with the Bylaws
of this Corporation, may be filled by the vote of a majority, although less than
a quorum, of the directors then in office, or by a sole remaining director.
ARTICLE TWELVE
Advance notice of new business and stockholder nominations for the election
of directors shall be given in the manner and to the extent provided in the
Bylaws of the Corporation.
-4-
<PAGE>
ARTICLE THIRTEEN
The Corporation 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.
-5-
