SBLAmended as of May 10, 1999
SYMBOL TECHNOLOGIES, INC.
FIRST: The name of the corporation is Symbol Technologies,
Inc. (the "Corporation").
SECOND: The address of the registered office of the
Corporation in the State of Delaware is 229 South State Street, in the
City of Dover, County of Kent. The name of its registered agent at that
address is The Prentice-Hall Corporation System, Inc.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may now or hereafter be
organized under the General Corporation Law of the State of Delaware, as
from time-to-time amended (the "GCL").
FOURTH: (a) The total number of shares of stock which the
Corporation shall have the authority to issue is three hundred and ten
million (310,000,000), consisting of three hundred million (300,000,000)
shares of common stock, par value $.01 per share (the "Common Stock") and
ten million (10,000,000) shares of preferred stock, par value $1.00 per
share (the "Preferred Stock").
(b) The Preferred Stock may be issued from time-to-time
in one or more series. The Board of Directors is hereby authorized to
fix or alter the dividend rights, dividend rate, conversion rights,
voting rights, rights and terms of redemption (including sinking fund
provisions), the redemption price or prices, the liquidation
preferences of any wholly unissued series of Preferred Stock, the
number of shares constituting any such series and the designation
thereof, and any other relative rights, preferences or limitations of
the shares of such class or series, or any of them; and to increase or
decrease the number of shares of any series subsequent to the issue of
shares of that series, but not below the number of shares of such
series then outstanding. 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.
(c) Except as otherwise provided by statute, or in the resolution
or resolutions of the Board of Directors of the Corporation
authorizing the issuance of a class or a series of Preferred Stock and
fixing and determining the voting rights of the shares of any such
class or series, the only class of capital stock of the Corporation
entitled to voting rights for any purpose shall be the common stock,
the holders of which shall have one vote for each share held by them
FIFTH: (a) The business and affairs of the Corporation shall
be managed under the direction of the Board of Directors, the number of
which, subject to any right of the holders of any series of Preferred Stock
then outstanding to elect additional directors under specified
circumstances, shall be fixed from time-to-time by the Board of Directors
pursuant to the Bylaws of the Corporation.
(b) Subject to the rights of holders of any series of
Preferred Stock then outstanding, newly created directorships
resulting from any increase in the authorized number of directors or
any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or
other cause shall be filled by a majority vote of the directors then
in the office. Any director elected in accordance with the preceding
sentence of this paragraph (b) of this Article FIFTH shall hold office
until the next meeting of stockholders at which the election of
directors is in the regular course of business and until such
director's successor has been elected and qualified. No decrease in
the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.
SIXTH: No director of the Corporation shall be personally
liable to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty or loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL, or (iv) for any transaction from which the
director derived an improper personal benefit.
SEVENTH: In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to
adopt, repeal, alter, amend or rescind the Bylaws of the Corporation. In
addition, the Bylaws of the Corporation may be adopted, repealed, altered,
amended, or rescinded by the affirmative vote of a majority of the
outstanding shares of stock of the Corporation entitled to vote thereon.
EIGHTH: From time-to-time any of the provisions of this
Certificate of Incorporation may be amended, altered or repealed, and
other 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 EIGHTH.
NINTH: The incorporator is Leonard H. Goldner, whose business
address is c/o Shereff, Friedman, Hoffman & Goodman, 919 Third Avenue, New
York, New York 10022.
I, the undersigned, for the purpose of forming a corporation
under the laws of the State of Delaware, do make, file and record this
Certificate and do certify that the facts herein stated are true, and I
have accordingly hereunto set my hand this 18th day of August, 1987.
s/Leonard H. Goldner
Leonard H. Goldner