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EXHIBIT 4.01
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
VERSANT OBJECT TECHNOLOGY CORPORATION
The undersigned, David Banks and Richard I. Kadet, do hereby certify that:
1. They are the President and Secretary, respectively, of Versant Object
Technology Corporation, a California corporation.
2. The Articles of Incorporation of this corporation are hereby amended
and restated in their entirety to read as follows:
"I
The name of this Corporation is Versant Object Technology Corporation.
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.
III
This Corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and Preferred Stock," both of which
shall have no par value. The total number of shares of all classes which the
Corporation is authorized to issue is thirty three million (33,000,000) shares.
Thirty million (30,000,000) shares shall be Common Stock and three million
(3,000,000) shares shall be Preferred Stock.
The Preferred Stock authorized by the Articles of Incorporation of this
corporation may be issued from time to time in series. Subject to compliance
with applicable protective voting rights which may be granted to the Preferred
Stock or series thereof in Certificates of Determination or the Corporation's
Articles of Incorporation, the Board of Directors of this Corporation is
authorized, from time to time, to determine or alter the rights, preferences,
privileges and restrictions granted to, or imposed upon, any wholly unissued
series of Preferred Stock, and to fix the number of shares of any such
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series of Preferred Stock and the designation of any such series of Preferred
Stock. The Board of Directors, within the limits and restrictions stated in any
resolution or resolutions of the Board of Directors originally fixing the number
of shares constituting any series, may increase or decrease (but not below the
number of shares of such series then outstanding) the number of shares of any
series prior to or subsequent to the issuance of shares of that series.
IV
1. Limitation of Director's Liability. The liability of the directors of
the Corporation for monetary damages shall be eliminated to the fullest extent
permissible under California law.
2. Indemnification of Corporate Agents. The Corporation is authorized to
provide indemnification of agents (as defined in Section 317 of the California
Corporations Code) through bylaw provisions, agreements with 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 the 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.
3. Repeal or Modification. Any repeal or modification of the foregoing
provisions of this Article IV by the shareholders of the Corporation shall not
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.
V
This Corporation shall not have cumulative voting. This provision shall
become effective only when this Corporation becomes a listed corporation within
the meaning of Section 301.5 of the California Corporations Code."
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3. The foregoing amendment and restatement of the Articles of
Incorporation has been duly approved by the Board of Directors of this
Corporation.
4. The foregoing amendment of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Sections 902
and 903 of the Corporations Code. The total number of outstanding shares of the
Corporation entitled to vote was 4,206,527 shares of Common Stock, 1,707,682
shares of Series A Preferred Stock, 659,742 shares of Series B Preferred Stock,
and no shares of Series A-1 Preferred Stock or Series B-1 Preferred Stock. The
number of shares voting in favor of the amendment equaled or exceeded the vote
required. The percentage vote required was at least a majority of the
outstanding Common Stock and at least a majority of outstanding shares of
Preferred Stock. Subsequent to such vote, all outstanding shares of Preferred
Stock were automatically converted to Common Stock pursuant
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to Article III, Paragraph 6(c) of the Articles of Incorporation and there are
currently no outstanding shares of Preferred Stock.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our knowledge.
Date: July 23, 1996 /s/ David Banks
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David Banks, President
Menlo Park, California.
/s/ Richard I. Kadet
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Richard I. Kadet, Secretary
