Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 1.69M
(General Form)
11: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 7K
12: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 29K
2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 127K
3: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 25K
4: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 133K
5: EX-4.1 Instrument Defining the Rights of Security Holders HTML 8K
6: EX-10.19 Material Contract HTML 13K
7: EX-10.20 Material Contract HTML 60K
8: EX-10.21 Material Contract HTML 14K
9: EX-10.22 Material Contract HTML 415K
10: EX-23.1 Consent of Experts or Counsel HTML 7K
‘EX-3.3’ — Articles of Incorporation/Organization or By-Laws
comScore, Inc., a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
1. The name of the Corporation is comScore, Inc., originally incorporated as comScore, inc.
The original Certificate of Incorporation of the Corporation was filed with the Secretary of State
of the State of Delaware on August 18, 1999.
2. 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 (“DGCL”). Approval of this
amendment and restatement was approved by a written consent signed by the stockholders of the
Corporation pursuant to Section 228 of the DGCL.
3. The restatement herein set forth has been duly adopted pursuant to Section 245 of the DGCL.
This Amended and Restated Certificate of Incorporation restates and integrates and amends the
provisions of the Corporation’s Certificate of Incorporation.
4. The text of the Certificate of Incorporation is hereby amended and restated to read in its
entirety as follows:
ARTICLE I
The name of the Corporation is comScore, Inc.
ARTICLE II
The address of the registered office of the Corporation in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle,
Delaware 19081. The name of its registered agent at such address is The Corporation Trust 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 corporations may be organized under the DGCL.
ARTICLE IV
A. Capital Stock.
1. This Corporation is authorized to issue two classes of stock, to be designated,
respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the
Corporation is authorized to issue is One Hundred and Five Million (105,000,000) shares. One
Hundred Million (100,000,000) shares shall be Common Stock, par value $0.001 per share, and Five
Million (5,000,000) shares shall be Preferred Stock, par value $0.001 per share.
2. 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 this
Amended and Restated 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.
B. Common Stock.
1. Dividend Rights. Subject to the prior rights of holders of all classes of stock at
the time outstanding having prior rights as to dividends, the holders of the Common Stock shall be
entitled to receive, when, if and as declared by the Board of Directors, out of any assets of the
Corporation legally available therefor, such dividends as may be declared from time to time by the
Board of Directors.
2. Voting Rights. Each holder of Common Stock shall be entitled to one (1) vote for
each share of Common Stock held, shall be entitled to notice of any stockholder meeting in
accordance with the Bylaws of the Corporation, and shall be entitled to vote upon such matters and
in such manner as is otherwise provided herein or as may be provided by law.
3. Increase or Decrease in Authorized Shares. The number of authorized shares of
Common Stock may be increased or decreased (but not below the number of shares of Common Stock then
outstanding) by an affirmative vote of the holders of a majority of the outstanding shares of
capital stock of the Corporation, on an as-converted to Common Stock basis, irrespective of Section
242(b)(2) of the Delaware General Corporation Law.
ARTICLE V
A. Number of Directors. 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
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such election shall not be so held, such election shall take place at a stockholders’ meeting
called and held in accordance with the DGCL.
B. Classification of Directors. 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 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 of the
Corporation’s initial public offering (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.
C. Removal and Vacancies. 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 any classes of
directors as designated hereby as to make all such 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.
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.
Notwithstanding the foregoing, any director may be removed from office by the stockholders of
the Corporation only for cause.
ARTICLE VI
The Corporation is to have perpetual existence.
ARTICLE VII
A. Except as otherwise provided in this Amended and Restated Certificate of Incorporation, the
Board of Directors may make, repeal, alter, amend or rescind any or all of the Bylaws of the
Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of
Directors shall require the approval of a majority of the Board of Directors.
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B. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the
Corporation; provided, however, that, in addition to any vote of the holders of any class or series
of stock of the Corporation required by law or by this Amended and 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 the then outstanding shares of voting stock entitled to vote generally
in the election of directors, voting together as a single class, shall be required to adopt, amend
or repeal all or any portion of Article II, Section 3.2, Section 3.3, Section 3.4, Section 3.14,
Article VI or Article IX of the Bylaws of the Corporation.
ARTICLE VIII
A. Written Ballots. Elections of directors at an annual or special meeting need not
be by written ballot unless the Bylaws of the Corporation shall so provide.
B. Location of Meetings and Books and Records. 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.
C. No Action by Written Consent of Stockholders. 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.
D. Special Meetings. Special meetings of stockholders of the Corporation may be
called only by the Chairman of the Board of Directors, the Chief Executive Officer of the
Corporation, or the Board of Directors acting pursuant to a resolution adopted by a majority of the
Board of Directors and any power of stockholders to call a special meeting is specifically denied.
Only such business shall be considered at a special meeting of stockholders as shall have been
stated in the notice for such meeting.
E. Advance Notice Provisions. Advance notice of stockholder nominations for the
election of directors and of business to be brought by stockholders before any meeting of the
stockholders of the Corporation shall be given in the manner provided in the Bylaws of the
Corporation.
ARTICLE IX
The Corporation reserves the right to amend or repeal any provision contained in this Amended
and Restated 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 Amended and Restated
Certificate of Incorporation, or any provision of law that 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 Amended and 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 the then outstanding shares of voting stock entitled to vote generally in the
election of directors, voting
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together as a single class, shall be required to amend or repeal this Article IX, Article V,
Article VII, Sections C, D and E of Article VIII, or Article X.
ARTICLE X
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 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 X, nor the adoption of any provision of this
Corporation’s Certificate of Incorporation inconsistent with this Article X, shall eliminate or
reduce the effect of this Article X in respect of any matter occurring, or any cause of action,
suit or proceeding accruing or arising or that, but for this Article X, would accrue or arise,
prior to such amendment, repeal or adoption of an inconsistent provision.
* * *
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IN WITNESS WHEREOF, the undersigned has executed this certificate on , 2007.
