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EXHIBIT 3.1
RESTATED
CERTIFICATE OF INCORPORATION
OF
SUPERCONDUCTOR TECHNOLOGIES INC.
(ORIGINALLY INCORPORATED ON MAY 11, 1987)
ARTICLE I
The name of this corporation is "Superconductor Technologies Inc."
ARTICLE II
The address of its registered office in the State of Delaware is 1209
Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801.
The name of its registered agent at such address is The Corporation Trust
Company.
ARTICLE III
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 IV
Section 1. The Corporation is authorized to issue two classes of shares to
be designated respectively Common Stock and Preferred Stock. The total number of
shares of Common Stock which the Corporation shall have authority to issue is
75,000,000, having a par value of $0.001 per share (the "Common Stock"), and the
total number of shares of Preferred Stock this Corporation shall have authority
to issue is 2,000,000, having a par value of $0.001 per share (the "Preferred
Stock").
The Preferred Stock may be issued from time to time in one or more series.
The Board of Directors of the Corporation is authorized to determine or alter
the powers, preferences and rights and the qualifications, limitations or
restrictions granted to or imposed upon any wholly unissued series of Preferred
Stock, and within the limitations or restrictions stated in any resolution or
resolutions of the Board of Directors originally fixing the number of shares
constituting
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any series, to increase or decrease (but not below the number of shares of any
such series then outstanding) the number of shares of any such series subsequent
to the issuance of shares of that series, to determine the designation of any
series, and to fix the number of shares of any series. 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.
The Corporation shall from time to time in accordance with the laws of the
State of Delaware increase the authorized amount of its Common Stock if at any
time the number of shares of Common Stock remaining unissued and available for
issuance shall not be sufficient to permit conversion of the Preferred Stock.
ARTICLE V
The Corporation is to have perpetual existence.
ARTICLE VI
Except as otherwise provided in this Restated Certificate of Incorporation,
in furtherance and not in limitation of the powers conferred by statute, the
Board of Directors is expressly authorized to make, repeal, alter, amend or
rescind any or all of the Bylaws of the Corporation.
ARTICLE VII
Section 1. The number of directors of the Corporation shall be fixed from
time to time by a Bylaw or amendment thereof duly adopted by the Board of
Directors or by the stockholders.
Section 2. Vacancies occurring on the Board of Directors for any reason may
be filled by vote of a majority of the remaining members of the Board of
Directors, although less than a quorum, at a meeting of the Board of Directors.
A person so elected by the Board of Directors to fill a vacancy shall hold
office until the next succeeding annual meeting of stockholders of the
Corporation and until his or her successor shall have been duly elected and
qualified.
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ARTICLE VIII
Elections of directors at an annual or special meeting need not be by
written ballot unless the Bylaws of the Corporation shall so provide.
ARTICLE IX
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 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 X
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 on stockholders herein
are granted subject to this reservation.
ARTICLE XI
To the fullest extent permitted by Delaware General Corporation Law, a
director of the Corporation shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director. Neither any amendment nor repeal of this Article, nor the adoption of
any provision of this Certificate of Incorporation inconsistent with this
Article shall eliminate or reduce the effect of this Article in respect of any
matter occurring, or any cause of action, suit or claim that, but for this
Article would accrue or arise, prior to such amendment, repeal or adoption of an
inconsistent provision.
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IN WITNESS WHEREOF, this Restated Certificate of Incorporation which only
restates and integrates and does not further amend the provisions of the
Restated Certificate of Incorporation of this Corporation as heretofore amended
or supplemented, there being no discrepancies between those provisions and the
provisions of this Restated Certificate of Incorporation, and it having been
duly adopted by the Corporation's Board of Directors in accordance with Section
245 of the Delaware General Corporation Law has been executed by its duly
authorized officer this 21st day of September, 2000.
SUPERCONDUCTOR TECHNOLOGIES INC.
/s/ MARTIN S. McDERMUT
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Name: Martin S. McDermut
Title: Vice President, Finance and Administration
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