AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF QUANTUM CORPORATION,
a Delaware Corporation
Quantum Corporation, a corporation organized and existing under the
laws of the State of Delaware, certifies that:
1. This Amended and Restated Certificate of Incorporation is to become
effective April 3, 2001.
2. The original Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on January 28,
3. The amendment and restatement herein set forth has been duly approved
by the Board of Directors of the corporation and by the stockholders
of the Corporation pursuant to Sections 141, 228 and 242 of the
General Corporation Law of the State of Delaware ("Delaware Law").
4. The restatement herein set forth has been duly adopted pursuant to
Section 245 of the Delaware Law. This Amended and Restated Certificate
of Incorporation restates, integrates and amends the provisions of the
corporation's Certificate of Incorporation.
5. The text of the Restated Certificate of Incorporation is hereby
amended and restated to read in its entirety as follows:
The name of this Corporation is Quantum Corporation (the "Corporation").
The address of the registered office of the Corporation in the State of
Delaware is 15 East North Street, City of Dover, County of Kent, Delaware,
19901. The name of its registered agent at such address is Incorporating
The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under Delaware Law.
This Corporation is authorized to issue two classes of shares to be
designated, respectively, Common Stock and Preferred Stock. Each share of Common
Stock shall have a par value of $0.01 and each share of Preferred Stock shall
have a par value of $0.01. The total number of shares of Common Stock this
Corporation shall have authority to issue is 1,000,000,000 and the total number
of shares of Preferred Stock this Corporation shall have authority to issue is
20,000,000. The Board of Directors of the corporation, subject to any
restrictions contained in Delaware Law, the Bylaws, any preferences and
relative, participating, optional or other special rights of any outstanding
class or series of preferred stock of the Corporation and any qualifications or
restrictions on the Common Stock created thereby, may declare and pay dividends
upon the shares of its capital stock. The directors of the corporation may set
apart out of any of the funds of the corporation available for dividends a
reserve or reserves for any proper purpose and may abolish any such reserve.
The Preferred Stock initially shall be undesignated as to series. Any
Preferred Stock not previously designated as to series may be issued from time
to time in one or more series pursuant to a resolution or resolutions providing
for such issue duly adopted by the Board of Directors (authority to do so being
hereby expressly vested in the Board), and such resolution or resolutions shall
also set forth the voting powers, full or limited or none, of each such series
of Preferred Stock and shall fix the designations, preferences and relative,
participating, optional or other special rights of each such series of Preferred
Stock and the qualifications, limitations or restrictions of such powers,
designations, preferences or rights. The Board of Directors is also authorized
to fix the number of shares of each such series of Preferred Stock. The Board of
Directors is authorized to alter the powers, designation, preferences, rights,
qualifications, limitations and restrictions granted to or imposed upon any
wholly unissued series of Preferred Stock and, within the limits and
restrictions stated in any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any series of Preferred
Stock, 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 issue of shares of that series.
Each share of Preferred Stock issued by the Corporation, if reacquired by
the Corporation (whether by redemption, repurchase, conversion to Common Stock
or other means), shall upon such reacquisition resume the status of authorized
and unissued shares of Preferred Stock, undesignated as to series and available
for designation and issuance by the Corporation in accordance with the
immediately preceding paragraph.
The Corporation shall from time to time in accordance with Delaware Law
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, if applicable, of the Preferred Stock.
Except as otherwise provided in this Amended and 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 and rescind any or all of the
Bylaws of the Corporation.
The management of the business and the conduct of the affairs of the
Corporation shall be vested in its Board of Directors. The number of directors
constituting the whole Board of Directors shall be designated in the Bylaws of
Elections of directors need not be by written ballot unless the Bylaws of
the Corporation shall so provide.
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.
To the fullest extent permitted by Delaware Law as the same exists or as
may hereafter be amended, 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
IX shall, nor the adoption of any provision of this Certificate of Incorporation
inconsistent with this Article IX, shall eliminate or reduce the effect of this
Article IX in respect of any matter occurring, or any cause of action, suit or
claim that, but for this Article IX, would accrue or arise, action, suit or
claim that, but for this Article IX, would accrue or arise, prior to such
amendment, repeal or adoption of an inconsistent provision.
Subject to Article XI hereof, at all elections of directors of the
Corporation, each holder of stock or of any class or classes or of a series or
series thereof shall be entitled to as many votes as shall equal the number of
votes which (except for this provision as to cumulative voting) he would be
entitled to cast for the election of directors with respect to his shares of
stock multiplied by the number of directors to be elected, and he may cast all
of such votes for a single director or may distribute them among the number of
directors to be voted for, or for any two or more of them as he may see fit.
Advance notice of new business and stockholder nominations for the election
of directors shall be given in the manner and to the extent provided in the
Bylaws of the Corporation.
Any action required or permitted to be taken by the stockholders of the
Corporation must be effected at at duly called annual or special meeting of such
holders and may not be effected by any consent in writing by such holders.
Unless otherwise required by law, special meetings of the stockholders of
the Corporation, for any purpose or purposes, may be called only by either (i)
the Board of Directors of the Corporation, (ii) the Chairman of the Board of
Directors of the Corporation, if there be one, or (iii) the President of the
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Amended and 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.
The Corporation shall have perpetual existence."
* * *
IN WITNESS WHEREOF, the undersigned has executed this certificate on March
By: /s/ Richard L. Clemmer
Richard L. Clemmer,
Chief Financial Officer and Secretary