RESTATED

 

                          CERTIFICATE OF INCORPORATION

 

                                       OF

 

                         AMERICAN XTAL TECHNOLOGY, INC.

 

 

 

     AMERICAN XTAL TECHNOLOGY, INC., a corporation organized and existing under

the laws of the State of Delaware, hereby certifies as follows:

 

     1.   The name of the corporation is American Xtal Technology, Inc.

 

     2.   The original name of the corporation was American Xtal Technology

Delaware Corporation.

 

     3.   The date of filing of its original Certificate of Incorporation with

the Secretary of State of the State of Delaware was November 13, 1997.

 

     4.   This Restated Certificate of Incorporation was duly adopted in

accordance with the provisions of Section 245 of the Delaware General

Corporation Law. This Restated Certificate of Incorporation only restates and

integrates and does not further amend the provisions of the corporation's

certificate of incorporation as heretofore amended, and there is no discrepancy

between those provisions and the provisions of this Restated Certificate of

Incorporation.

 

     5.   This Restated Certificate of Incorporation restates and integrates the

Certificate of Incorporation of this corporation as herein set forth in full:

 

 

     FIRST:    The name of the corporation is American Xtal Technology, Inc.

               (hereinafter sometimes referred to as the "Corporation").  

 

     SECOND:   The address of the registered office of the Corporation in the

               State of Delaware is Incorporating Services, Ltd., 15 East North

               Street, in the City of Dover, County of Kent. The name of the

               registered agent at that address is Incorporating Services, Ltd.

 

     THIRD:    The purpose of the Corporation is to engage in any lawful act or

               activity for which a corporation may be organized under the

               General Corporation Law of Delaware.

 

     FOURTH:

                                            STOCK

 

               The Corporation is authorized to issue two classes of stock to be

               designated, respectively, "Preferred Stock" and "Common Stock."

               The total number of shares of Preferred Stock the Corporation

               shall have authority to issue is 2,000,000, $.001 par value per

               share, and the total number of shares of Common Stock the

               Corporation shall have authority to issue is 40,000,000, $0.001

               par value per share. The shares of Preferred Stock shall

               initially be undesignated as to series.

 

               The Board of Directors is hereby authorized, within the

               limitations and restrictions stated herein, to determine or alter

               the rights, preferences, privileges and restrictions granted to

               or imposed upon a wholly unissued series of Preferred Stock, and

               the number of shares constituting any such series and the

               designation thereof, or any of them; and to increase or decrease

               the number of shares constituting any such series and the

               designation thereof, 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, in respect of decreases, not below

               the number of shares of such series then outstanding. If the

               number of shares of any such series of Preferred Stock shall be

               so decreased, the shares constituting such decrease shall be

               retired and shall not be reissued by the Corporation.

 

     FIFTH:    The following provisions are inserted for the management of the

               business and the conduct of the affairs of the Corporation, and

               for further definition, limitation and regulation of the powers

               of the Corporation and of its directors and stockholders:

 

          A.   The business and affairs of the Corporation shall be managed by

               or under the direction of the Board of Directors. In addition to

               the powers and authority expressly conferred upon them by statute

               or by this Certificate of Incorporation or the Bylaws of the

               Corporation, the directors are hereby empowered to exercise all

               such powers and do all such acts and things as may be exercised

               or done by the Corporation.

 

          B.   The directors of the Corporation need not be elected by written

               ballot unless the Bylaws so provide.

 

          C.   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 such stockholders.

 

          D.   Special meetings of stockholders of the Corporation may be called

               only (1) by the Board of Directors pursuant to a resolution

               adopted by a majority of the total number of authorized directors

               (whether or not there exist any vacancies in previously

               authorized directorships at the time any such resolution is

               presented to the Board for adoption) or (2) by the holders of not

               less than ten percent (10%) of all of the shares entitled to cast

               votes at the meeting.

 

     SIXTH:

 

          A.   The number of directors shall initially be set at five (5) and,

               thereafter, shall be fixed from time to time exclusively by the

               Board of Directors pursuant to a resolution adopted by a majority

               of the total number of authorized directors (whether or not there

               exist any vacancies in previously authorized directorships at the

               time any such resolution is presented to the Board for adoption).

               The directors shall be divided into three classes with the term

               of office of the first class (Class I) to expire at the first

               annual meeting of the stockholders; the term of office of the

               second class (Class II) to expire at the second annual meeting of

               stockholders; the term of office of the third class (Class III)

               to expire at the third annual meeting of stockholders; and

               thereafter for each such term to expire at each third succeeding

               annual meeting of stockholders after such election. Subject to

               the rights of the holders of any series of Preferred Stock then

               outstanding, a vacancy resulting from the removal of a director

               by the stockholders as provided in Article SIXTH, Section C below

               may be filled at a special meeting of the stockholders held for

               that purpose. All directors shall hold office until the

               expiration of the term for which elected, and until their

               respective successors are elected, except in the case of the

               death, resignation, or removal of any director.

 

          B.   Subject to the rights of the 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 or other cause (other than removal from office by a

               vote of the stockholders) may be filled only by a majority vote

               of the directors then in office, though less than a quorum, and

               directors so chosen shall hold office for a term expiring at the

               next annual meeting of stockholders at which the term of office

               of the class to which they have been elected expires, and until

               their respective successors are elected, except in the case of

               the death, resignation, or removal of any director. No decrease

               in the number of directors constituting the Board of Directors

               shall shorten the term of any incumbent director.

 

          C.   Subject to the rights of the holders of any series of Preferred

               Stock then outstanding, any directors, or the entire Board of

               Directors, may be  

               removed from office at any time, with or without cause, but only

               by the affirmative vote of the holders of at least a majority of

               the voting power of all of the then outstanding shares of capital

               stock of the Corporation entitled to vote generally in the

               election of directors, voting together as a single class.

               Vacancies in the Board of Directors resulting from such removal

               may be filled by a majority of the directors then in office,

               though less than a quorum, or by the stockholders as provided in

               Article SIXTH, Section A above. Directors so chosen shall hold

               office for a term expiring at the next annual meeting of

               stockholders at which the term of office of the class to which

               they have been elected expires, and until their respective

               successors are elected, except in the case of the death,

               resignation, or removal of any director.

 

     SEVENTH:  The Board of Directors is expressly empowered to adopt, amend or

               repeal Bylaws of the Corporation. Any adoption, amendment or

               repeal of Bylaws of the Corporation by the Board of Directors

               shall require the approval of a majority of the total number of

               authorized directors (whether or not there exist any vacancies in

               previously authorized directorships at the time any resolution

               providing for adoption, amendment or repeal is presented to the

               Board). The stockholders shall also have power to adopt, amend or

               repeal the Bylaws of the Corporation. Any adoption, amendment or

               repeal of Bylaws of the Corporation by the stockholders shall

               require, in addition to any vote of the holders of any class or

               series of stock of the Corporation required by law or by this

               Certificate of Incorporation, the affirmative vote of the holders

               of at least sixty-six and two-thirds percent (66-2/3%) of the

               voting power of all of the then outstanding shares of the capital

               stock of the Corporation entitled to vote generally in the

               election of directors, voting together as a single class.

 

     EIGHTH:   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, except for liability (i)

               for any breach of the director's duty of loyalty to the

               Corporation or its stockholders, (ii) for acts or omissions not

               in good faith or which involved intentional misconduct or a

               knowing violation of law, (iii) under Section 174 of the Delaware

               General Corporation Law, or (iv) for any transaction from which

               the director derived an improper personal benefit.

 

               If the Delaware General Corporation Law is hereafter amended to

               authorize the further elimination or limitation of the liability

               of a director, then the liability of a director of the

               Corporation shall be eliminated or limited to the fullest extent

               permitted by the Delaware General Corporation Law, as so amended.

               Any repeal or modification of the foregoing provisions of this

               Article EIGHTH by the stockholders 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.

 

     NINTH:    The Corporation reserves the right to amend or repeal any

               provision contained in this Certificate of Incorporation in the

               manner prescribed by the laws of the State of Delaware and all

               rights conferred upon stockholders are granted subject to this

               reservation; provided, however, that, notwithstanding any other

               provision of this Certificate of Incorporation or any provision

               of law which might otherwise permit a lesser vote or no vote, but

               in addition to any vote of the holders of any class or series of

               the stock of this Corporation required by law or by this

               Certificate of Incorporation, the affirmative vote of the holders

               of at least 66-2/3% of the voting power of all of the then

               outstanding shares of the capital stock of the Corporation

               entitled to vote generally in the election of directors, voting

               together as a single class, shall be required to amend or repeal

               this Article NINTH, Article FIFTH, Article SIXTH, Article SEVENTH

               or Article EIGHTH.

  

                  [remainder of page intentionally left blank]

 

 

     IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been

executed on behalf of the Corporation by Morris S. Young, its President and

Chief Executive Officer and attested by Guy D. Atwood, its Secretary, this 18th

day of June, 1998.

 

 

                                       AMERICAN XTAL TECHNOLOGY, INC.

 

 

 

 

                                       By: /s/ Morris S. Young

                                           --------------------------------

                                           Morris S. Young, President and

                                           Chief Executive Officer

 

 Attest:

 

 

By: /s/ Guy D. Atwood

    ---------------------------

    Guy D. Atwood, Secretary