RESTATED CERTIFICATE OF INCORPORATION
OF
INTEL CORPORATION
INTEL CORPORATION, a corporation organized and existing under the laws
of the State of Delaware, hereby certifies as follows:
FIRST: The name of this corporation is Intel Corporation.
SECOND: The original Certificate of Incorporation of the corporation
was filed with the Secretary of State of Delaware on May 1, 1989, and the
original name of the corporation was Intel Delaware Corporation.
THIRD: Pursuant to Section 245 of the General Corporation Law of the
State of Delaware, the provisions of the Certificate of Incorporation as
heretofore amended and supplemented are hereby restated and integrated into
the single instrument which is hereinafter set forth, and which is entitled
'Restated Certificate of Incorporation of Intel Corporation,' without further
amendment and without any discrepancy between the provisions of the
Certificate of Incorporation as heretofore amended and supplemented and the
provisions of such single instrument as hereinafter set forth.
FOURTH: The Board of Directors of the corporation has duly adopted
this Restated Certificate of Incorporation pursuant to the provisions of
Section 245 of the General Corporation Law of the State of Delaware in the
form set forth as follows:
RESTATED CERTIFICATE OF INCORPORATION
OF
INTEL CORPORATION
1. The name of the Corporation is Intel Corporation.
2. The address of its registered office in the State of Delaware is 1209
Orange Street, in the City of Wilmington, 19801, County of New Castle.
The name of its registered agent at such address is The Corporation
Trust Company.
3. The nature of the business of the Corporation and the objects or purposes
to be transacted, promoted or carried on by it are as follows: To engage
in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
4. The total number of shares of all classes of stock that the Corporation
is authorized to issue is one billion four hundred fifty million
(1,450,000,000) shares, consisting of one billion four hundred million
(1,400,000,000) shares of Common Stock with a par value of one-tenth of
one cent ($.001) per share and fifty million (50,000,000) shares of
Preferred Stock with a par value of one-tenth of one cent ($.001) per
share. The Preferred Stock may be issued in one or more series, and the
Board of Directors of the Corporation is expressly authorized (i) to fix
the descriptions, powers, preferences, rights, qualifications,
limitations, and restrictions with respect to any series of Preferred
Stock and (ii) to specify the number of shares of any series of
Preferred Stock.
5. The Board of Directors is expressly authorized to make, alter, or repeal
the bylaws of the Corporation.
6. Elections of directors need not be by written ballot unless the bylaws
of the Corporation shall so provide.
7. Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this Corporation
and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a
summary way of this Corporation or of any creditor or stockholder
thereof, or on the application of any receiver or receivers appointed for
this Corporation under the provisions of Section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or of
any receiver or receivers appointed for this Corporation under the
provisions of Section 279 of Title 8 of the Delaware Code order a meeting
of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of this Corporation, as the case may be, to be
summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors,
and/or of the stockholders or class of stockholders of this Corporation,
as the case may be, agree to any compromise or arrangement and to any
reorganization of this Corporation as a consequence of such compromise
or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors, and/or on all the stockholders or class of stockholders, of
this Corporation, as the case may be, and also on this Corporation.
8. The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Restated 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.
9. To the fullest extent permitted by Delaware statutory or decisional
law, as amended or interpreted, no director of this Corporation shall be
personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director. This Article 9 does
not affect the availability of equitable remedies for breach of fiduciary
duties. Any repeal or modification of the provisions of this Article 9 by
the stockholders of the Corporation shall not adversely affect any right
or protection of any director existing at the time of such repeal or
modification.
10. The vote of the stockholders of the Corporation which shall be required
to approve any Business Combination (as hereinafter defined) shall be as
set forth in this Article 10.
(1) In addition to any affirmative vote required by law, any other
provision of this Certificate of Incorporation or otherwise, and
except as otherwise expressly provided in paragraph (2) or (6) of
this Article 10, none of the following transactions shall be
consummated unless and until such transaction shall have been
approved by the affirmative vote of the holders of at least 66 2/3
percent of the combined voting power of the outstanding shares of
stock of all classes and series of the Corporation entitled to vote
generally in the election of directors ('Capital Stock'):
(A) any merger or consolidation of the Corporation or any material
Subsidiary (as hereinafter defined) with or into (i) any
corporation which is an Interested Stockholder (as hereinafter
defined) or (ii) any other corporation which is or after
such merger or consolidation would be an Interested Stockholder;
or
(B) any sale, License (as hereinafter defined), lease, exchange,
mortgage, pledge, transfer or other disposition (whether in one
transaction or a series of transactions) to or with any
Interested Stockholder of any material asset or assets of the
Corporation; or
(C) the issuance or transfer by the Corporation or any Subsidiary
(whether in one transaction or a series of transactions) to an
Interested Stockholder of any securities of the Corporation or
any Subsidiary in exchange for cash, securities, or other
property (or a combination thereof) having an aggregate Fair
Market Value (as hereinafter defined) of $20 million or more; or
(D) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation or any material Subsidiary; or
(E) any reclassification of any securities of the Corporation
(including any reverse stock split), any recapitalization of the
Corporation, any merger or consolidation of the Corporation with
or into any of its Subsidiaries, or any other transaction
(whether or not with or involving any Interested Stockholder),
which has the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of
stock or series thereof of the Corporation or of any Subsidiary
directly orindirectly Beneficially Owned (as hereinafter
defined) by any Interested Stockholder or as a result of
which the stockholders of the Corporation would cease to be
stockholders of a corporation having, as part of its articles
or certificate of incorporation, provisions to the same effect
as this Article 10 and the provisions of Article 12 hereof
relating to amendments or changes to this Article 10.
The term 'Business Combination' as used in this Article 10 shall
mean any transaction or proposed transaction which is referred
to in any one or more of the subparagraphs (A) through (E) of
this paragraph (1) of this Article 10.
(2) The provisions of paragraph (1) of this Article 10 shall not be
applicable to any particular Business Combination, and such Business
Combination shall require only such vote, if any, as is required by
law and any other Article hereof or any agreement between the
Corporation and any national securities exchange or otherwise, if
all of the conditions specified in either of the following
paragraphs (A) or (B) are satisfied:
(A) such Business Combination shall have been approved by a
majority of the Disinterested Directors (as hereinafter
defined) or, in the case of a License, approved by a majority
of the Disinterested Directors or a committee of Disinterested
Directors designated by the Board of Directors; or
(B) if all the conditions specified in each of the following
subparagraphs (i), (ii), (iii), (iv) and (v) are satisfied:
(i) the aggregate amount of the cash and the Fair Market
Value as of the date of the consummation of the Business
Combination of any consideration other than cash to be
received per share by holders of Capital Stock in such
Business Combination, shall be at least equal to the
higher of the following:
(a) if applicable, the highest per share price
(including any brokerage commissions, transfer
taxes, soliciting dealers' fees and other expenses)
paid by the Interested Stockholder involved in
such Business Combination for any shares of
Capital Stock acquired by it during the five-year
period immediately prior to the consummation date
of such Business Combination; and
(b) the Fair Market Value per share of Capital Stock
on the Determination Date (as hereinafter defined)
in respect of such Interested Stockholder, the
Announcement Date (as hereinafter defined) or the
consummation date of such Business Combination,
whichever is highest; provided, however, that the
prices referred to in the foregoing clauses (a)
and (b) of this subparagraph (i) shall be adjusted
to reflect fairly any stock dividend, stock
split, reverse stock split, combination of shares,
recapitalization, reorganization or similar event
affecting the number of shares of Capital Stock
outstanding and the market price per share of
outstanding shares of Capital Stock which has
occurred after the date as of which such price is
determined; and
(ii) unless otherwise specifically required by law, the
holders of shares of Capital Stock shall have the
right, at their option, to receive payment in cash
as the consideration for their shares in the
Business Combination, if cash was previously paid by
the Interested Stockholder involved in such Business
Combination in order to acquire any shares of
Capital Stock or any interest in shares of Capital
Stock within the two-year period immediately
prior to the Announcement Date; and
(iii) after the Determination Date in respect of the
Interested Stockholder involved in such Business
Combination and prior to the consummation of such
Business Combination:
(a) if regular dividends have been paid by the
Corporation, except as approved by a majority
of the Disinterested
Directors, there shall have been no failure to
declare and pay at the regular date thereof
any dividend (whether or not cumulative);
(b) there shall have been no reduction in the
annual rate of dividends, if any, paid on the
Capital Stock (except as necessary to reflect
any subdivision of the Capital
Stock), except as approved by a majority of the
Disinterested Directors;
(c) there shall have been an increase in such
annual rate of dividends as necessary to
reflect any reclassification (including any
reverse stock split or combination of
shares), recapitalization, reorganization or
any similar transaction which has the effect
of reducing the number of outstanding shares
of the Capital Stock, unless the
failure to increase such annual rate is
approved by a majority of the Disinterested
Directors; and
(d) such Interested Stockholder shall not have
become the beneficial owner of any additional
shares of the Capital Stock except as part of
the transaction which results in such
Interested Stockholder becoming an Interested
Stockholder; and
(iv) after the Determination Date in respect of the
Interested Stockholder involved in such Business
Combination, such Interested Stockholder shall not
have received the benefit, directly or indirectly
(except as a shareholder of the Corporation, in
proportion to its shareholding), of any
loans, advances, guarantees, pledges or other financial
assistance or any tax credits or other tax advantages
provided by the Corporation, whether in anticipation
of or in connection with such Business Combination or
otherwise; and
(v) a proxy or information statement describing the
proposed Business Combination and complying with the
requirements of the Securities Exchange Act of 1934
and the rules and regulations
thereunder (or any subsequent provisions replacing
or revising such Act, rules or regulations) shall, at
the Corporation's expense, be mailed to stockholders
of the Corporation at least 30 days prior to the
consummation of such Business Combination
(whether or not such proxy or information statement
is required to be mailed pursuant to such Act, rules
or regulations or subsequent provisions), and the
Disinterested Directors, if
there are any at the time, shall have been provided a
reasonable opportunity to state their views therein with
respect to such proposed Business Combination and to
include therewith an opinion of an independent
investment banking or appraisal firm selected by the
Disinterested Directors with respect to such Business
Combination.
(3) For purposes of this Article 10;
(A) An 'Affiliate' of a person shall mean any person
who, directly or indirectly, controls, is controlled
by or is under common control with such person.
(B) 'Announcement Date' with respect to any Business
Combination means the date on which the proposal of
such Business Combination is publicly announced.
(C) An 'Associate' shall mean
(i) with respect to a corporation or association,
any officer or director thereof or of a
subsidiary thereof,
(ii) with respect to a partnership, any general
partner thereof or any limited partner thereof
having a ten percent ownership interest in such
partnership,
(iii) with respect to any other trust or an estate,
any officer or trustee thereof or of any
subsidiary thereof,
(iv) with respect to any other trust or an estate,
any trustee, executor or similar fiduciary
and any person who has a substantial interest
as a beneficiary of such trust or
estate,
(v) with respect to a natural person, the spouses
and children thereof and any other relative
thereof or of the spouse
thereof who has the same home, and
(vi) any Affiliate of any such person.
(D) A person shall be a 'Beneficial Owner' of, or have
'Beneficial Ownership' of or 'Beneficially Own,'
any Capital Stock over
which such person or any of its Affiliates or
Associates, directly or indirectly, through any
contract, arrangement, understanding or relationship,
has or shares or, upon the exercise
of any conversion right, exchange right, warrant,
option or similar interest (whether or not then
exercisable), would have or share either (i) voting
power (including the power to vote or
to direct the voting) of such security or (ii)
investment power (including the power to dispose or
direct the disposition) of
such security. For the purposes of determining
whether a person is an Interested Stockholder, the
number of shares of Capital
Stock deemed to be outstanding shall include any
shares Beneficially Owned by such Person even
though not actually outstanding, but shall not
include any other shares of Capital
Stock which are not outstanding but which may be
issuable to other persons pursuant to any agreement,
arrangement or understanding, or upon exercise of
any conversion right, exchange
right, warrant, option or similar interest.
(E) 'Consolidated Transaction Reporting System' shall mean the system
of reporting securities information operated under the authority
of Rule 11Aa3-1 under the Securities Exchange Act of 1934, as such
rule may from time to time be amended, and any successor rule or
rules.
(F) 'Determination Date' in respect of an Interested Stockholder shall
mean the date on which such Interested Stockholder first became
an Interested Stockholder.
(G) 'Disinterested Director' shall mean any member of the Board of
Directors of the Corporation who is not an Affiliate or Associate
of, and was not directly or indirectly a nominee of, any
Interested Stockholder involved in such Business Combination or
any Affiliate or Associate of such Interested Stockholder and who
(i) was a member of the Board of Directors of Intel Corporation,
a California corporation, on April 16, 1986; (ii) was a member of
the Board of Directors of the Corporation prior to the time that
such Interested Stockholder became an Interested Stockholder or
(iii) is a successor of a Disinterested Director and was nominated
to succeed a Disinterested Director by a majority of the
Disinterested Directors on the Board of Directors at the time of
his nomination. Any reference to 'Disinterested Directors' shall
refer to a single Disinterested Director if there be but one. Any
reference to an approval, designation or determination by a majority
of the Disinterested Directors shall mean such approval, designation
or determination by a committee of the Board of Directors comprised
of all Disinterested Directors and exercising its authority as a
committee of the Board to the extent permissible by law.
(H) 'Fair Market Value' as of any particular date shall mean (i) in the
case of stock, the average of the closing sale price during the 90
trading days immediately preceding the date in question of a share
of such stock on the principal United States securities exchange
registered under the Securities Exchange Act of 1934 on which such
stock is listed, or, if such stock is not listed on any such
exchange, the average of the last sale prices at 4:00 p.m. New
York time during the 90 trading days immediately preceding the
date in question reported in the Consolidated Transaction
Reporting System (as heretofore defined) or, if such stock is
not so reported, the average of the highest reported bid and
the lowest reported asked quotations for a share of such stock
furnished by the National Association of Securities Dealers
Automated Quotation System or any successor quotation reporting
system or, if quotations are not available in such system, as
furnished by the National Quotation Bureau Incorporated or, if
quotations are not available in such system, any similar
organization furnishing quotations and, if no such quotations are
available, the fair market value on the date in question of a share
of such stock as determined by a majority of the Disinterested
Directors in good faith and (ii) in the case of property other
than cash or stock, the fair market value of such stock or property,
as the case may be, on the date in question as determined by a
reputable investment banking or appraisal firm in good faith (such
firm to be engaged solely on behalf of the stockholders other than
the Interested Stockholder, to be paid a reasonable fee for their
services by the Corporation upon receipt of such opinion and which
fee shall not be contingent on the consummation of the action or
transaction, to be a firm which has not previously been associated
with or rendered substantial services to or acted as manager of an
underwriting or as agent for the Interested Stockholder or any other
person whose stock in the Corporation or any Subsidiary the
Interested Stockholder beneficially owns or controls, and to be
selected by a majority of the Disinterested Directors) and which
value has been approved by a majority of the Disinterested Directors
in good faith.
(I) 'Interested Stockholder' shall mean any person, other than the
Corporation, any Subsidiary or any employee benefit plan of the
Corporation or any Subsidiary, who or which (i) is the Beneficial
Owner, directly or indirectly, of shares of Capital Stock which are
entitled to cast five percent or more of the total votes which all
of the then outstanding shares of Capital Stock are entitled to cast
in the election of directors or is an Affiliate or Associate of any
such person or (ii) acts with any other person as a partnership,
limited partnership, syndicate, or other group for the purpose of
acquiring, holding or disposing of securities of the Corporation,
and such group is the Beneficial Owner, directly or indirectly, of
shares of Capital Stock which are entitled to cast five percent or
more of the total votes which all of the then outstanding shares of
Capital Stock are entitled to cast in the election of directors, and
any reference to a particular Interested Stockholder involved in a
Business Combination shall also refer to any Affiliate or Associate
thereof, any predecessor thereto and any other person acting as a
member of a partnership, limited partnership, syndicate or group
with such particular Interested Stockholder within the meaning of
the foregoing clause (ii) of this subparagraph (I).
(J) 'License' shall mean a material license which is not granted in
standard commercial transactions and is not generally available
to commercial customers of the Corporation.
(K) A 'person' shall mean any individual, firm, corporation (which
shall include a business trust), partnership, joint venture,
trust or estate, association or other entity.
(L) 'Subsidiary' shall mean any corporation or partnership of which
a majority of any class of its equity securities is owned, directly
or indirectly, by the Corporation.
(4) A majority of the Disinterested Directors shall have the power and duty
to determine, on the basis of information known to them after
reasonable inquiry, all facts necessary to determine compliance with
this Article 10, including, without limitation (i) whether a person is
an Interested Stockholder, (ii) the number of shares of Capital Stock
Beneficially Owned by any person, (iii) whether a person is an Affiliate
or Associate of another person, (iv) whether the requirements of
paragraph (2) of this Article 10 have been met with respect to any
Business Combination, and (v) whether two or more transactions
constitute a 'series of transactions' for purposes of paragraph (1) of
this Article 10. The good faith determination of a majority of the
Disinterested Directors on such matters shall be conclusive and binding
for all purposes of this Article 10.
(5) Nothing contained in this Article 10 shall be construed to relieve any
Interested Stockholder from any fiduciary obligation imposed by law.
(6) The provisions of paragraph (1) of this Article 10 shall not be
applicable to any particular Business Combination, and such Business
Combination shall require only such vote of stockholders, if any, as is
required by law and any other Article hereof or any agreement between
the Corporation and any national securities exchange or otherwise, if
on the date of determining the stockholders entitled to vote on such
Business Combination, the laws of the State of Delaware do not permit
the corporation to require the affirmative vote of the holders of at
least 66 2/3 percent of the combined voting power of the outstanding
shares of Capital Stock to approve such Business Combination.
11. Any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting
of stockholders of the Corporation and may not be effected by any consent
in writing by the stockholders.
12. In addition to any requirements of law and any other provisions hereof
(and notwithstanding the fact that approval by a lesser vote may be
permitted by law or any other provision hereof), the affirmative vote
of the holders of at least 66_ percent of the voting power of the then
outstanding shares of stock of all classes and all series of the
Corporation entitled to vote generally in the election of directors,
voting together as a single class, shall be required to amend, alter,
repeal, or adopt any provision inconsistent with, this Article 12 or
Articles 10 or 11 hereof.
IN WITNESS WHEREOF, Intel Corporation has caused this certificate to
be signed by its Vice President, General Counsel and Secretary and attested
by its Assistant Secretary this 7th day of May, 1993.
By: /s/F. Thomas Dunlap, Jr.
------------------------
Vice President, General
Counsel and Secretary
Attest: /s/Theodore W. Vian
----------------------
Assistant Secretary
CERTIFICATE OF AMENDMENT
TO THE RESTATED CERTIFICATE OF INCORPORATION
OF
INTEL CORPORATION
Intel Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
'Corporation'),
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, at a meeting
duly held in January, 1997, adopted a resolution proposing and declaring
advisable the amendment to the Restated Certificate of Incorporation of
the Corporation and directed that said amendment be submitted for the
consideration of the Corporation's stockholders at the next annual meeting
thereof. The proposed amendment is as follows:
The first sentence of paragraph 4 of the Restated Certificate
of Incorporation of the Company is hereby deleted and the
following is substituted in lieu thereof:
The total number of shares of all classes of stock that the
Corporation is authorized to issue is four billion five hundred fifty
million (4,550,000,000), consisting of four billion five hundred
million (4,500,000,000) shares of Common Stock with a par value of
one tenth of one cent ($.001) per share and fifty million (50,000,000)
shares of Preferred Stock with a par value of one tenth of one cent
($.001) per share.
Accordingly, the first sentence of paragraph 4 of the Restated Certificate
of Incorporation of the Company shall read in its entirety as follows:
4. The total number of shares of all classes of stock that the
Corporation is authorized to issue is four billion five hundred
fifty million (4,550,000,000), consisting of four billion five
hundred million (4,500,000,000) shares of Common Stock with a par
value of one tenth of one cent ($.001) per share and fifty million
(50,000,000) shares of Preferred Stock with a par value of one tenth
of one cent ($.001) per share. The Preferred Stock may be issued in
one or more series, and the Board of Directors of the Corporation is
expressly authorized (i) to fix the descriptions, powers, preferences,
rights, qualifications, limitations, and restrictions with respect to
any series of Preferred Stock and (ii) to specify the number of shares
of any series of Preferred Stock.
SECOND: That thereafter, at the annual meeting of stockholders of the
Corporation duly held on May 21, 1997, upon notice and in accordance with
Section 222 of the General Corporation Law of the State of Delaware, the
necessary number of shares as required were voted in favor of the amendment.
THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation
Law of the State of Delaware.
FOURTH: That this Certificate of Amendment of the Certificate of
Incorporation shall be effective on the date of filing with the Secretary of
the State of Delaware.
IN WITNESS WHEREOF, said Intel Corporation has caused this Certificate
to be signed by F. Thomas Dunlap, Jr., its Vice President , General Counsel
and Secretary, and attested by Cary I. Klafter, the Assistant Secretary, this
30th day of May, 1997.
INTEL CORPORATION
By: /s/F. Thomas Dunlap, Jr.
------------------------
F. Thomas Dunlap, Jr.
Vice President, General
Counsel and Secretary
Attest: /s/Cary I. Klafter
-------------------
Cary I. Klafter
Certificate of Incorporation - Intel Corp.
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