Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Ibeam Broadcasting Corporation Form S-1 90 449K
2: EX-3.1 Amended & Restated Cert. of Incorporation 18 70K
3: EX-3.2 Form of Amend. & Restated Certificate of Incorp. 5 20K
4: EX-3.3 By-Laws of the Registrant 15 53K
5: EX-3.4 Form of Amended & Restated By-Laws 26 120K
6: EX-4.2 Amended & Restated Investors Right Agreement 38 137K
7: EX-4.3 Series D Stock Purchase Warrant 11 46K
8: EX-4.4 Voting Agreement 10/14/99 23 62K
9: EX-4.5 Voting Agreement With Liberty Ib, Inc. 4 21K
10: EX-10.1 Form of Indemnification Agreement 9 43K
11: EX-10.3 1998 Stock Plan and Forms Thereunder 26 101K
12: EX-10.4 2000 Stock Plan and Forms Thereunder 18 75K
13: EX-10.5 2000 Employee Stock Purchase Plan 14 57K
14: EX-10.6 Director Option Plan 7 33K
15: EX-23.1 Consent of Pricewaterhousecoopers, LLP 1 7K
16: EX-27.1 Financial Data Schedule 2 9K
EX-3.2 — Form of Amend. & Restated Certificate of Incorp.
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Exhibit 3.2
RESTATED
CERTIFICATE OF INCORPORATION OF
iBEAM BROADCASTING CORPORATION
(Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware)
iBEAM Broadcasting Corporation, a corporation organized and existing
under and by virtue of the provisions of the General Corporation Law of the
State of Delaware (the "General Corporation Law"),
DOES HEREBY CERTIFY:
FIRST: That the name of this corporation is iBEAM Broadcasting
Corporation and that this corporation was originally incorporated pursuant to
the General Corporation Law on March 20, 1998 under the name Bowles, Inc.
SECOND: That the Board of Directors duly adopted resolutions proposing
to amend and restate the Certificate of Incorporation of this corporation,
declaring said amendment and restatement to be advisable and in the best
interests of this corporation and its stockholders, and authorizing the
appropriate officers of this corporation to solicit the consent of the
stockholders therefor, which resolution setting forth the proposed amendment and
restatement is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended and restated in its entirety as follows:
ARTICLE I
The name of this corporation is iBEAM Broadcasting Corporation.
ARTICLE II
The address of this corporation's registered office in the State of
Delaware is 15 East North Street in the City of Dover, County of Kent. The name
of the corporation's registered agent at such address is Incorporating Services,
Ltd.
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 General Corporation Law of Delaware.
ARTICLE IV
This Corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total
number of shares that this Corporation is authorized to issue is Three Hundred
and Ten Million (310,000,000) shares. Three
Hundred Million (300,000,000) shares shall be Common Stock and Ten Million
(10,000,000) shares shall be Preferred Stock, each with a par value of $0.0001
per share.
The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of this Article IV, to provide for the
issuance of the Preferred Stock in series and, by filing a certificate pursuant
to the applicable law of the State of Delaware, to establish from time to time
the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof.
The authority of the Board with respect to each series shall include,
but not be limited to, determination of the following: (a) the number of shares
constituting that series and the distinctive designation of that series; (b) the
dividend rate on the shares of that series, whether dividends shall be
cumulative, and, if so, from which date or dates, and the relative rights of
priority, if any, of payment of dividends on shares of that series; (c) whether
that series shall have voting rights in addition to the voting rights provided
by law, and, if so, the terms of such voting rights; (d) whether that series
shall have conversion privileges, and, if so, the terms and conditions of such
conversion, including provision for adjustment of the conversion rate in such
events as the Board of Directors shall determine; (e) whether or not the shares
of that series shall be redeemable and, if so, the terms and conditions of such
redemption, including the date or dates upon or after which they shall be
redeemable, and the amount per share payable in case of redemption, which amount
may vary under different conditions and at different redemption dates; (f)
whether that series shall have a sinking fund for the redemption or purchase of
shares of that series and, if so, the terms and amount of such sinking fund; (g)
the rights of the shares of that series in the event of voluntary or involuntary
liquidation, dissolution or winding up of this Corporation and the relative
rights of priority, if any, of payment of shares of that series; and (h) any
other relative or participating rights, preferences and limitations of that
series.
ARTICLE V
Except as otherwise provided in this 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 this Corporation.
ARTICLE VI
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
which shall constitute the whole Board of Directors shall be designated in the
Bylaws of the Corporation.
The number of directors which will constitute the whole Board of
Directors of this Corporation shall be as designated in the Bylaws of this
Corporation. Effective upon the filing of this Amended and Restated Certificate
of Incorporation with the Secretary of State of the State of Delaware (the
"Filing Date"), the directors shall be divided into three classes, with the term
of office of the first class, which class shall initially consist of one (1)
director, to expire at the first annual meeting of stockholders held after the
Filing Date; the term of office of the second class, which class shall initially
consist of two (2) directors, to expire at the second annual meeting of
stockholders held after the Filing Date; the term of office of the third class,
which class shall initially consist of
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two (2) directors, to expire at the third annual meeting of stockholders held
after the Filing Date; and thereafter for each such term to expire at each third
succeeding annual meeting of stockholders held after such election.
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. No decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent director.
Any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal, or other causes shall be filled by
either (i) the affirmative vote of the holders of a majority of the voting power
of the then-outstanding shares of voting stock of the Corporation entitled to
vote generally in the election of directors voting together as a single class;
or (ii) 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. Newly created
directorships resulting from any increase in the number of directors shall,
unless the Board of Directors determines by resolution that any such newly
created directorship shall be filled by the stockholders, be filled only by the
affirmative vote of the 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 the vacancy
occurred and until such director's successor shall have been elected and
qualified.
In the event of an increase in the authorized number of directors, the
newly created directorship shall be assigned to one of the above-referenced
classes in accordance with resolutions adopted by the board of directors. No
decrease in the authorized number of directors shall have the effect of
shortening the term of any incumbent director.
ARTICLE VII
Elections of directors need not be by written ballot unless the Bylaws
of this Corporation shall so provide.
ARTICLE VIII
Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of this 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 this Corporation.
ARTICLE IX
Stockholders of this Corporation may not take action by written
consent in lieu of a meeting.
ARTICLE X
To the fullest extent permitted by the Delaware General Corporation
Law as the same exists or as may hereafter be amended, a director of the
Corporation or any subsidiary of the Corporation shall not be personally liable
to the Corporation or its stockholders and shall otherwise
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be indemnified by the Corporation for monetary damages for breach of fiduciary
duty as a director of the Corporation, any predecessor of the Corporation or any
subsidiary of the Corporation.
The Corporation shall indemnify to the fullest extent permitted by law
any person made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that he, his testator or intestate is or was a director or officer of the
Corporation, any predecessor of the Corporation or any subsidiary of the
Corporation or serves or served at any other enterprise as a director or officer
at the request of the Corporation, any predecessor to the Corporation or any
subsidiary of the Corporation.
Neither any amendment nor repeal of this Article X, nor the adoption
of any provision of the 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 action 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.
ARTICLE XI
This 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.
ARTICLE XII
This Corporation is to have a perpetual existence.
ARTICLE XIII
Stockholders shall not be entitled to cumulative voting rights for
election of directors.
ARTICLE XIV
Advance written 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.
* * *
THIRD: The foregoing amendment and restatement was approved by the
holders of the requisite number of shares of said Corporation in accordance with
Section 228 of the General Corporation Law.
FOURTH: That said amendment and restatement was duly adopted in
accordance with the provisions of Section 242 and 245 of the General Corporation
Law.
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IN WITNESS WHEREOF, this Restated Certificate of Incorporation has
been executed by the Vice President - Chief Financial Officer of this
corporation on this ____ day of March, 2000.
_______________________________________________________
Chris Dier, Vice President - Chief Financial Officer
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 2/1/00 | | | | | | | None on these Dates |
| | 3/20/98 | | 1 |
| List all Filings |
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