Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Limelight Networks, Inc. Form S-1 HTML 1.38M
2: EX-3.1 Articles of Incorporation/Organization or By-Laws 26 98K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws 5 19K
4: EX-3.3 Articles of Incorporation/Organization or By-Laws 23 116K
5: EX-3.4 Articles of Incorporation/Organization or By-Laws 24 111K
6: EX-4.2 Instrument Defining the Rights of Security Holders 36 143K
7: EX-10.1 Material Contract 11 55K
8: EX-10.2 Material Contract 32 126K
9: EX-10.6 Material Contract 25 132K
10: EX-10.7 Material Contract 20 108K
11: EX-10.8 Material Contract 32 168K
12: EX-10.9 Material Contract 64 268K
13: EX-21.1 Subsidiaries HTML 7K
14: EX-23.1 Consent of Experts or Counsel 1 6K
EX-3.2 — Articles of Incorporation/Organization or By-Laws
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Exhibit 3.2
LIMELIGHT NETWORKS, INC.
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
Limelight Networks, Inc., a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:
A. The original Certificate of Incorporation of the corporation was filed
with the Secretary of State of the State of Delaware on August 20th, 2003.
B. This Amended and Restated Certificate of Incorporation was duly adopted
in accordance with Sections 242 and 245 of the General Corporation Law of the
State of Delaware (the "DGCL"), and has been duly approved by the written
consent of the stockholders of the corporation in accordance with Section 228 of
the DGCL.
C. The Certificate of Incorporation of the corporation is hereby amended
and restated in its entirety to read as follows:
ARTICLE I
The name of the corporation is Limelight Networks, Inc.
ARTICLE II
The address of the corporation's registered office in the State of Delaware
is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is The Corporation Trust Company.
ARTICLE III
The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the DGCL.
ARTICLE IV
The corporation shall have authority to issue shares as follows:
100,000,000 shares of Common Stock, par value $0.001 per share. Each
share of Common Stock shall entitle the holder thereof to one (1) vote on each
matter submitted to a vote at a meeting of stockholders.
5,000,000 shares of Preferred Stock, par value $0.001 per share, which
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 of Directors).
The Board of Directors is further authorized, subject to limitations prescribed
by law, to fix by resolution or resolutions the designations, powers,
preferences and rights, and the
qualifications, limitations or restrictions thereof, of any wholly unissued
series of Preferred Stock, including without limitation authority to fix by
resolution or resolutions the dividend rights, dividend rate, conversion rights,
voting rights, rights and terms of redemption (including sinking fund
provisions), redemption price or prices, and liquidation preferences of any such
series, and the number of shares constituting any such series and the
designation thereof, or any of the foregoing.
The Board of Directors is further authorized to increase (but not above the
total number of authorized shares of the class) or decrease (but not below the
number of shares of any such series then outstanding) the number of shares of
any series, the number of which was fixed by it, subsequent to the issuance of
shares of such series then outstanding, subject to the powers, preferences and
rights, and the qualifications, limitations and restrictions thereof stated in
the Certificate of Incorporation or the resolution of the Board of Directors
originally fixing the number of shares of such series. If the number of shares
of any series is so decreased, then the shares constituting such decrease shall
resume the status which they had prior to the adoption of the resolution
originally fixing the number of shares of such series.
ARTICLE V
The number of directors that constitutes the entire Board of Directors of
the corporation shall be fixed by, or in the manner provided in, the Bylaws of
the corporation. At each annual meeting of stockholders, directors of the
corporation shall be elected to hold office until the expiration of the term for
which they are elected and until their successors have been duly elected and
qualified or until their earlier resignation or removal; except that if any such
election shall not be so held, such election shall take place at a stockholders'
meeting called and held in accordance with the DGCL.
Effective upon the effective date of the corporation's initial public
offering (the "EFFECTIVE DATE"), the directors of the corporation shall be
divided into three classes as nearly equal in size as is practicable, hereby
designated Class I, Class II and Class III. The Board of Directors may assign
members of the Board of Directors already in office to such classes at the time
such classification becomes effective. The term of office of the initial Class I
directors shall expire at the first regularly-scheduled annual meeting of the
stockholders following the Effective Date, the term of office of the initial
Class II directors shall expire at the second annual meeting of the stockholders
following the Effective Date and the term of office of the initial Class III
directors shall expire at the third annual meeting of the stockholders following
the Effective Date. At each annual meeting of stockholders, commencing with the
first regularly-scheduled annual meeting of stockholders following the Effective
Date, each of the successors elected to replace the directors of a Class whose
term shall have expired at such annual meeting shall be elected to hold office
until the third annual meeting next succeeding his or her election and until his
or her respective successor shall have been duly elected and qualified.
Notwithstanding the foregoing provisions of this Article, each director
shall serve until his or her successor is duly elected and qualified or until
his or her death, resignation, or removal. If the number of directors is
hereafter changed, any newly created directorships or decrease in directorships
shall be so apportioned among the classes as to make all classes as nearly equal
in number as is practicable, provided that no decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent director.
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Any director may be removed from office by the stockholders of the
corporation only for cause. Vacancies occurring on the Board of Directors for
any reason and newly created directorships resulting from an increase in the
authorized number of directors may be filled only by vote of a majority of the
remaining members of the Board of Directors, although less than a quorum, or by
a sole remaining director, at any meeting of the Board of Directors. A person so
elected by the Board of Directors to fill a vacancy or newly created
directorship shall hold office until the next election of the class for which
such director shall have been chosen and until his or her successor shall be
duly elected and qualified.
ARTICLE VI
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors of the corporation is expressly authorized to adopt,
amend or repeal the Bylaws of the corporation.
ARTICLE VII
Elections of directors need not be by written ballot unless the Bylaws of
the corporation shall so provide.
ARTICLE VIII
No action shall be taken by the stockholders of the corporation except at
an annual or special meeting of the stockholders called in accordance with the
Bylaws, and no action shall be taken by the stockholders by written consent. The
affirmative vote of sixty-six and two-thirds percent (66 2/3%) of the then
outstanding voting securities of the corporation, voting together as a single
class, shall be required for the amendment, repeal or modification of the
provisions of Article V, Article VI or Article VIII of this Certificate of
Incorporation or Sections 2.1 (Place of Meetings), 2.2 (Annual Meeting), 2.3
(Special Meeting), 2.4 (Advance Notice Procedures; Notice of Stockholders'
Meetings), 2.9 (Voting), or 3.2 (Number of Directors) of the corporation's
Bylaws.
ARTICLE IX
To the fullest extent permitted by the DGCL, as it presently exists or may
hereafter be amended from time to time, 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. If the DGCL 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
eliminated or limited to the fullest extent permitted by the DGCL, as so
amended.
The corporation shall indemnify, to the fullest extent permitted by
applicable law, any director or officer of the corporation who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "PROCEEDING") by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, against expenses
(including
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attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with any such Proceeding. The
corporation shall be required to indemnify a person in connection with a
Proceeding initiated by such person only if the Proceeding was authorized by the
Board.
The corporation shall have the power to indemnify, to the extent permitted
by the DGCL, as it presently exists or may hereafter be amended from time to
time, any employee or agent of the corporation who was or is a party or is
threatened to be made a party to any Proceeding by reason of the fact that he or
she is or was a director, officer, employee or agent of the corporation or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
any such Proceeding.
Neither any amendment nor repeal of this Article IX, nor the adoption of
any provision of this corporation's 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 proceeding
accruing or arising or that, but for this Article IX, would accrue or arise,
prior to such amendment, repeal or adoption of an inconsistent provision.
ARTICLE X
Except as provided in Article IX above, the corporation reserves the right
to amend, alter, change or repeal any provision contained in this 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.
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IN WITNESS WHEREOF, Limelight Networks, Inc. has caused this Amended and
Restated Certificate of Incorporation to be signed by the President and Chief
Executive Officer of the corporation on this ____ day of _________ 2007.
By:
------------------------------------
Jeff Lunsford
President and Chief Executive
Officer
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