Exhibit 3.1(i)
RESTATED CERTIFICATE OF INCORPORATION
OF
OCULUS INNOVATIVE SCIENCES, INC.
Oculus Innovative Sciences, Inc., a corporation organized and existing under the laws of the
State of Delaware (the Corporation), hereby certifies as follows:
FIRST: The name of the Corporation is Oculus Innovative Sciences, Inc.
SECOND: The Corporation was incorporated pursuant to an original Certificate of Incorporation
of the Corporation filed with the Secretary of State of the State of Delaware on November 20, 2006
under the name OIS Reincorporation Sub, Inc. On December 15, 2006, the Corporation filed with the
Secretary of State of the State of Delaware a Certificate of Merger pursuant to which Oculus
Innovative Sciences, Inc., a California corporation, merged with and into the Corporation with the
Corporation surviving such merger.
THIRD: Pursuant to Sections 242 and 245 of the General Corporation Law of the State of
Delaware, this Restated Certificate of Incorporation restates, integrates and further amends the
provisions of the Certificate of Incorporation of the Corporation.
FOURTH: The Certificate of Incorporation of the Corporation shall be amended and restated to
read in full as follows:
ARTICLE I
The name of the Corporation is Oculus Innovative Sciences, Inc.
ARTICLE II
The address of the Corporations registered office in the State of Delaware is 2711
Centerville Road, Suite 400, in the city of Wilmington, County of New Castle, Delaware 19808. The
name of its registered agent at such address is Corporation Service Company.
ARTICLE III
The nature of the business or purposes to be conducted or promoted is to engage in any lawful
act or activity for which a corporation may be organized under the General Corporation Law of the
State of Delaware (the DGCL).
ARTICLE IV
A. Authorized Stock. The Corporation is authorized to issue two classes of stock to
be designated respectively Preferred Stock (Preferred Stock) and Common Stock (Common Stock).
The total number of all shares of all classes of capital stock the Corporation shall have authority
to issue is one hundred five million (105,000,000). The total number of shares of Preferred Stock
the Corporation shall have authority to issue is five million (5,000,000). The total number of
shares of Common Stock the Corporation shall have authority to issue is one hundred million
(100,000,000). The Preferred Stock and the Common Stock each shall have a par value of one
one-hundredth of one cent ($0.0001) per share. The number of authorized shares of Common Stock or
Preferred Stock may be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the then outstanding shares of
Common Stock, without a vote of the holders of Preferred Stock, or of any series thereof, unless a
vote of any such holders of Preferred Stock is required pursuant to the provisions established by
the Board of Directors of the Corporation (the Board of Directors) in the resolution or
resolutions providing for the issue of such Preferred Stock, and if such holders of such Preferred
Stock are so entitled to vote thereon, then, except as may otherwise be set forth in this Restated
Certificate of Incorporation, the only stockholder approval required shall be the affirmative vote
of a majority of the combined voting power of the Common Stock and the Preferred Stock so entitled
to vote.
B. Preferred Stock. The Preferred Stock may be issued from time to time in one or
more series, as determined by the Board of Directors. The Board of Directors is expressly
authorized to provide for the issue, in one or more series, of all or any of the remaining shares
of Preferred Stock and, in the resolution or resolutions providing for such issue, to establish for
each such series the number of its shares, the voting powers, full or limited, of the shares of
such series, or that such shares shall have no voting powers, and the designations, preferences,
and relative participating, optional, or other special rights of the shares of such series and the
qualifications, limitations, or restrictions thereof. The Board of Directors is also expressly
authorized (unless forbidden in the resolution or resolutions providing for such issue) to increase
or decrease (but not below the number of shares of such series then outstanding) the number of
shares of any series subsequent to the issuance of shares of that series. In case the number of
shares of any such series shall be so decreased, the shares constituting such decrease shall resume
the status that they had prior to the adoption of the resolution originally fixing the number of
shares of such series.
C. Common Stock.
1. Relative Rights of Preferred Stock and Common Stock. All preferences, voting powers, relative, participating,
optional or other special rights
and privileges, and qualifications,
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limitations, or restrictions, of the Common Stock are expressly
made subject and subordinate to those that may be fixed with respect to any shares of the Preferred
Stock.
2. Voting Rights. Except as otherwise required by law or this Restated Certificate of
Incorporation, each holder of Common Stock shall have one vote in respect of each share of stock
held by such holder of record on the books of the Corporation for the election of directors and on
all matters submitted to a vote of stockholders of the Corporation.
3. Dividends. Subject to the preferential rights of the Preferred Stock, the holders
of shares of Common Stock shall be entitled to receive, when and if declared by the Board of
Directors, out of the assets of the Corporation which are by law available therefor, dividends
payable either in cash, in property or in shares of capital stock.
4. Dissolution, Liquidation or Winding Up. In the event of any dissolution,
liquidation or winding up of the affairs of the Corporation, after distribution in full of the
preferential amounts, if any, to be distributed to the holders of shares of the Preferred Stock,
holders of Common Stock shall be entitled, unless otherwise provided by law or this Restated
Certificate of Incorporation, to receive all of the remaining assets of the Corporation of whatever
kind available for distribution to stockholders ratably in proportion to the number of shares of
Common Stock held by them respectively.
ARTICLE V
A. Number of Directors. The authorized number of directors of the Corporation shall
be determined from time to time by resolution adopted by the affirmative vote of a majority of the
entire Board of Directors at any regular or special meeting of such Board of Directors, within any
limits prescribed in the bylaws of the Corporation.
B. Vacancies. Except as otherwise provided for or fixed pursuant to the provisions of
Article IV of this Restated Certificate of Incorporation relating to the rights of the holders of
any series of Preferred Stock to elect directors, and subject to the provisions hereof, newly
created directorships resulting from any increase in the authorized number of directors or any
vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or
another cause may be filled only by the affirmative vote of a majority of the remaining directors
then in office, even though less than a quorum of the Board of Directors. Any director elected in
accordance with the preceding sentence shall hold office for the remainder of the full term of the
class of directors in which the new directorship was created or in which the vacancy occurred,
and until such directors successor shall have been duly elected and qualified or until his or
her earlier resignation, removal from office, death or incapacity. Subject to the provisions of
this Restated Certificate of Incorporation, no decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.
ARTICLE VI
In furtherance and not in limitation of the powers conferred by the laws of the State of
Delaware:
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A. The Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the
Corporation; provided, however, that the bylaws may only be amended in accordance with the
provisions thereof.
B. Elections of directors need not be by written ballot unless the bylaws of the Corporation
shall so provide.
C. The books of the Corporation may be kept at such place within or without the State of
Delaware as the bylaws of the Corporation may provide or as may be designated from time to time by
the Board of Directors.
ARTICLE VII
A. Power of Stockholders to Act by Written Consent. No action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken without a meeting,
and the power of stockholders to consent in writing, without a meeting, to the taking of any action
is specifically denied.
B. Special Meetings of Stockholders. Special meetings of the stockholders of the
Corporation may be called only by the Chairman of the Board or the Chief Executive Officer of the
Corporation or by a resolution adopted by the affirmative vote of a majority of the Board of
Directors.
ARTICLE VIII
A. Limitation on Liability. To the fullest extent permitted by the DGCL, 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.
B. Indemnification. Each person who is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation or of a partnership, joint venture, trust, employee benefit plan or
other enterprise (including the heirs, executors, administrators or estate of such person), shall
be indemnified and advanced expenses by the Corporation, in accordance with the bylaws of the
Corporation, to the fullest
extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than said law permitted the Corporation to provide prior to
such amendment) or any other applicable laws as presently or hereinafter in effect. The right to
indemnification and advancement of expenses hereunder shall not be exclusive of any other right
that any person may have or hereafter acquire under any statute, provision of the Restated
Certificate of Incorporation, bylaws, agreement, vote of stockholders or disinterested directors or
otherwise.
C. Insurance. The Corporation may, to the fullest extent permitted by law, purchase
and maintain insurance on behalf of any person who is or was a director, officer, employee or agent
of the Corporation or another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against any expense, liability or loss incurred by such person in
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any such
capacity or arising out of such persons status as such, whether or not the Corporation would have
the power to indemnify such person against such expense, liability or loss under the DGCL.
D. Repeal and Modification. Any repeal or modification of the foregoing provisions of
this Article VIII shall not adversely affect any right or protection existing hereunder immediately
prior to such repeal or modification.
ARTICLE IX
Notwithstanding any other provision of this Restated 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 stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, shall be required to
amend in any respect or repeal this Article IX, or any provision of Articles VII or VIII.
***
FIFTH: This Restated Certificate of Incorporation was duly adopted by the Board of Directors
of the corporation.
SIXTH: This Restated Certificate of Incorporation was duly adopted by the stockholders in
accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State
of Delaware. Written consent of the stockholders has been given with respect to this Restated
Certificate of Incorporation in accordance with Section 228 of the General Corporation Law of the
State of Delaware, and written notice has or shall been given as provided in Section 228.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its duly
authorized officer this 29th day of January, 2007.
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OCULUS INNOVATIVE SCIENCES, INC.
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By: |
/s/ Hojabr Alimi
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Hojabr Alimi |
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Chief Executive Officer |
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