EXHIBIT 3.3
Published on September 14, 2000
Exhibit 3.3
RESTATED
ARTICLES OF INCORPORATION
OF
TTM TECHNOLOGIES, INC.
ARTICLE I
NAME
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The name of the corporation is TTM Technologies, Inc. (the "Corporation").
ARTICLE II
PURPOSE AND POWERS
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The purpose of the Corporation is to engage in and carry on
any lawful business or trade and to exercise all powers granted to a corporation
formed under the Washington Business Corporation Act, Revised Code of
Washington, Title 23B, (the "Act") including any amendments or successor
statutes thereto that may hereinafter be enacted.
ARTICLE III
DURATION
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The Corporation shall have perpetual existence.
ARTICLE IV
CAPITAL STOCK
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4.1 AUTHORIZED CAPITAL. The total number of shares of Capital
Stock which the Corporation shall have authority to issue is 115,000,000 shares,
of which 100,000,000 shares are common stock, without par value per share (the
"Common Stock"), and 15,000,000 shares are preferred stock, without par value
per share (the "Preferred Stock"). Subject to any preferences, limitations,
voting powers and relative rights granted to the Preferred Stock, or to any
series thereof, in accordance with the Act and these Restated Articles of
Incorporation (the "Articles of Incorporation"), or any amendment to the
Articles of Incorporation, the Common Stock together with the Preferred Stock
and any series thereof shall have unlimited voting rights and be entitled to
receive the net assets of the Corporation upon its dissolution.
4.2 PREFERRED STOCK. The Board of Directors of the Corporation
(the "Board") may (i) before the issuance of any shares of the Preferred Stock
determine, in whole or in part, and within the limits of and in accordance with
the requirements of the Act, the
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preferences, limitations, voting powers and relative rights of the Preferred
Stock, and (ii) before the issuance of any shares of any series of the Preferred
Stock and from time to time, designate one or more series of the Preferred Stock
and determine, in whole or in part, and within the limits of and in accordance
with the requirements of the Act, the preferences, limitations, voting powers
and relative rights of and designate the number of shares of each such series of
Preferred Stock.
ARTICLE V
DIRECTORS
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5.1 NUMBER OF DIRECTORS. The number of directors of this
Corporation shall be fixed by the Corporation's Bylaws (the "Bylaws") and may be
increased or decreased from time to time in the manner therein provided.
5.2 STAGGERED BOARD AND TERMS. The directorship positions
shall be divided into three classes with said classes designated as Class I,
Class II and Class III, respectively. Directors shall be assigned to each class
in accordance with a resolution or resolutions adopted by the Board. Each class
shall consist, as nearly as may be possible, of one-third (1/3) of the total
number of directors constituting the entire Board. The initial term of office of
the Class I directors shall expire at the annual meeting of shareholders in 2001
and Class I directors shall then and thereafter be elected for a full term of
three (3) years. The initial term of office of the Class II directors shall
expire at the annual meeting of shareholders in 2002 and Class II directors
shall then and thereafter be elected for a full term of three (3) years. The
initial term of office of the Class III directors shall expire at the annual
meeting of shareholders in 2003 and Class III directors shall then and
thereafter be elected for a full term of three (3) years. After the initial term
of office for the directors in each of the three classes has expired, the term
of office of each class of directors shall be three years. Directors shall hold
office until the annual meeting for the year in which their terms of office
expire and until their successors shall be elected and shall qualify, subject to
prior death, resignation, retirement, disqualification or removal from office.
If the number of directors is changed, any increase or decrease in directorships
shall be apportioned among the three classes so as to maintain the number of
directors in each class as nearly equal as possible, and any additional
directors of any class elected to fill a vacancy resulting from an increase in
such class shall hold office only until next election of directors of that class
by the shareholders. In no case will a decrease in the number of directors
shorten the term of any incumbent director.
5.3 REMOVAL OF DIRECTORS. A director or directors of the
Corporation may be removed only for cause and not for any other reason and only
by a vote for removal of a specific director by shareholders holding a majority
of the shares then entitled to vote at an election for directors of the
Corporation, voting as a single voting group, at a special meeting of the
shareholders, one of the purposes of which is to consider such removal.
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ARTICLE VI
NO SHAREHOLDER PREEMPTIVE RIGHTS
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No preemptive rights to acquire additional securities issued
by the Corporation shall exist with respect to shares of the Corporation's
Capital Stock, or securities convertible into shares of the Corporation's
Capital Stock.
ARTICLE VII
NO CUMULATIVE VOTING
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The right to cumulate votes in the election of directors of
the Corporation shall not exist with respect to shares of the Corporation's
Capital Stock.
ARTICLE VIII
LIMITATION ON LIABILITY OF DIRECTORS
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A director of the Corporation shall not be personally liable
to the Corporation or its shareholders for monetary damages for conduct as a
director, except for (i) acts or omissions that involve intentional misconduct
by the director or a knowing violation of law by the director, (ii) conduct
violating Section 310 ("Liability for Unlawful Distributions") of Chapter 23B.08
of the Act, or (iii) any transaction from which the director will personally
receive a benefit in money, property or services to which the director is not
legally entitled.
If, after this Article becomes effective, the Act is amended
to authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be deemed eliminated or limited to the fullest extent permitted by the
Act, as so amended, without any requirement of further action by the
shareholders. Any amendment to or repeal of this Article shall not adversely
affect any right or protection of a director of the Corporation for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal. This provision shall not eliminate or limit the liability
of a director for any act or omission occurring prior to the date this Article
becomes effective.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS
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Pursuant to Section 560 of Chapter 23B.08 of the Act, or any
successor statute thereto, and to the fullest extent permitted by the Act and
other applicable law, the Corporation is authorized to and shall indemnify or
agree to indemnify each of its directors who is made a party to a proceeding
because the person is or was a director against liability incurred in the
proceeding and obligate itself to advance or reimburse expenses incurred by a
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director in the proceeding, and in either case, without regard to the
limitations contained in Sections 510 through 550 of Chapter 23B.08 of the Act
and without the necessity of a determination as to any indemnification or
advance or reimburse expenses under Section 550 of Chapter 23B.08 of the Act.
However, in no event shall the Corporation indemnify any director from or on
account of: (i) acts or omissions of the director finally adjudged to be
intentional misconduct or a knowing violation of law; (ii) conduct of the
director finally adjudged to be an unlawful distribution under Section 310
("Liability for Unlawful Distributions") of Chapter 23B.08 of the Act; or (iii)
any transaction with respect to which it was finally adjudged that the director
personally received a benefit in money, property, or services to which the
director was not legally entitled. The Board shall determine the terms of
indemnification and advance of or reimbursement of expenses as provided in the
Bylaws.
If, after the Articles of Incorporation become effective, the
Act is amended or any law becomes applicable to authorize greater
indemnification or advancement or reimbursement of expenses of directors then is
authorized by this Article or to further disregard limitations on
indemnification or advancement or reimbursement of expenses of directors than is
allowed by this Article, then the Corporation shall be authorized to indemnify
or agree to indemnify and advance or reimburse expenses to the fullest extent
permitted by the Act, as so amended, or such law as is applicable, without any
requirement of further action by the shareholders. Any amendment to or repeal of
this Article shall not adversely affect any right or protection of a director of
the Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.
ARTICLE X
SPECIAL MEETINGS OF SHAREHOLDERS
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A special meeting of the shareholders of the Corporation (a
"Special Meeting") may be called at any time, for any purpose or purposes for
which such a meeting may lawfully be called, by (i) the Chairman of the Board,
(ii) a majority of the Board, (iii) the Chief Executive Officer of the
Corporation, or (iv) the Secretary of the Corporation. A Special Meeting for any
purpose or purposes for which such a meeting may lawfully be called by the
shareholders of the Corporation may be demanded by the shareholders holding at
least a majority of all the shares entitled to vote on the issue or issues
proposed to be considered at the Special Meeting by delivering a written demand
for such Special Meeting to the Secretary of the Corporation which contains the
information with regard to the issues or issues proposed as is required by the
Bylaws.
ARTICLE XI
SPECIAL SHAREHOLDER NOTICE PROVISIONS
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11.1 NOMINATIONS FOR DIRECTORSHIP POSITIONS. Any shareholder
or shareholders of the Corporation who wish to nominate a person or persons for
election to the
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Board must deliver written notice to the secretary of the Corporation which
contains the information as is required by the Bylaws with regard to such notice
and nomination no fewer than 120 days nor more than 150 days prior to the
anniversary date of the prior year's annual shareholder's meeting.
11.2 BUSINESS AT SHAREHOLDERS' MEETINGS. Any shareholder or
shareholders of the Corporation who wish to place business before a meeting of
the shareholders must deliver written notice to the secretary of the Corporation
which contains the formation as is required by the Bylaws with regard to such
notice and business no fewer than 120 days nor more than 150 days prior to the
anniversary date of the prior years annual shareholders' meeting.
ARTICLE XII
SPECIAL SHAREHOLDER VOTING REQUIREMENTS
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The Articles V, X, XI and XII of the Articles of Incorporation
may only be amended or repealed by an affirmative vote of the shareholders
holding 80% of the shares then entitled to vote upon such amendment or repeal,
voting as a single voting group.
ARTICLE XIII
BYLAWS
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The Board shall have the power to amend or repeal the Bylaws
and to adopt new Bylaws, subject to the power of the shareholders to amend or
repeal such Bylaws. The shareholders shall also have the power to amend or
repeal the Bylaws and to adopt new Bylaws, as provided in the Bylaws.
ARTICLE XIV
AMENDMENT OF ARTICLES OF INCORPORATION
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The Corporation reserves the right to amend or repeal any
provision contained in the Articles of Incorporation, in the manner now or
hereafter prescribed by the Act, and all rights and powers conferred herein on
shareholders and directors are subject to this reserved power.
Dated: ______________, 2000.
TTM TECHNOLOGIES, INC.
by _________________________
Its President
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CERTIFICATE OF ADOPTION OF RESTATED
ARTICLES OF INCORPORATION
OF
TTM TECHNOLOGIES, INC.
The undersigned hereby certifies that he is the duly elected,
qualified, and acting Secretary of TTM TECHNOLOGIES, INC., (the "Corporation")
and that the foregoing Restated Articles of Incorporation ("Restated Articles")
contain amendments requiring shareholder approval and that the Restated Articles
and amendments therein were duly approved and adopted by the shareholders of the
Corporation on ________________, 2000.
IN WITNESS WHEREOF, the undersigned has
executed this Certificate of Adoption on
___________________, 2000.
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Secretary
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