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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/14/13 Applied Optoelectronics, Inc. 10-Q 9/30/13 70:4.7M Publicease Inc/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 364K
2: EX-3.1 Amended and Restated Certificate of Incorporation HTML 39K
3: EX-3.2 Amended and Restated Bylaws HTML 112K
4: EX-10.1 2013 Equity Incentive Plan HTML 101K
5: EX-10.2 Loan Agreement HTML 141K
6: EX-10.3 Office Lease Agreement HTML 54K
7: EX-10.4 Amendment to Office Lease Agreement HTML 23K
8: EX-10.5 Amendment to Office Lease Agreement HTML 22K
9: EX-10.6 Loan Agreement HTML 79K
10: EX-31.1 Certification -- §302 - SOA'02 HTML 23K
11: EX-31.2 Certification -- §302 - SOA'02 HTML 22K
12: EX-32.1 Certification -- §906 - SOA'02 HTML 21K
69: R1 Document and Entity Information HTML 45K
49: R2 Condensed Consolidated Balance Sheets HTML 105K
46: R3 Condensed Consolidated Balance Sheets HTML 41K
(Parenthetical)
21: R4 Condensed Consolidated Statements of Operations HTML 86K
48: R5 Condensed Consolidated Statements of Comprehensive HTML 32K
Income (Loss)
35: R6 Condensed Consolidated Statements of Cash Flows HTML 124K
62: R7 1. Description of Business HTML 28K
36: R8 2. Significant Accounting Policies HTML 24K
38: R9 3. Fair Value of Financial Instruments HTML 48K
22: R10 4. Earnings Per Share HTML 77K
37: R11 5. Inventory HTML 28K
61: R12 6. Property, Plant and Equipment HTML 34K
56: R13 7. Notes Payable and Long-Term Debt HTML 44K
47: R14 8. Accrued Liabilites HTML 30K
66: R15 9. Other Income and Expense HTML 34K
60: R16 10. Stock-Based Compensation HTML 52K
19: R17 11. Stockholders' Equity HTML 45K
24: R18 12. Segment and Geographic Information HTML 51K
65: R19 13. Subsequent Events HTML 24K
68: R20 2. Significant Accounting Policies (Policies) HTML 25K
70: R21 3. Fair Value of Financial Instruments (Tables) HTML 44K
67: R22 4. Earnings Per Share (Tables) HTML 74K
51: R23 5. Inventory (Tables) HTML 26K
23: R24 6. Property, Plant and Equipment (Tables) HTML 33K
34: R25 7. Notes Payable and Long-Term Debt (Tables) HTML 36K
28: R26 8. Accrued Liabilites (Tables) HTML 29K
27: R27 9. Other Income and Expense (Tables) HTML 34K
40: R28 10. Stock-Based Compensation (Tables) HTML 47K
50: R29 11. Stockholders' Equity (Tables) HTML 37K
58: R30 12. Segment and Geographic Information (Tables) HTML 43K
32: R31 3. Fair Value of Financial Instruments (Details) HTML 48K
41: R32 4. Earnings Per Share (Details) HTML 45K
64: R33 4. Earnings Per Share Pro Forma (Details) HTML 52K
30: R34 4. Potentially dilutive securities (Details) HTML 23K
54: R35 5. Inventory (Details) HTML 29K
55: R36 5. Inventory (Details Narrative) HTML 21K
42: R37 6. Property, Plant and Equipment (Details) HTML 35K
26: R38 6. Property, Plant and Equipment (Details HTML 21K
Narrative)
53: R39 7. Notes Payable and Long-Term Debt (Details) HTML 43K
31: R40 7. Notes Payable and Long-Term Debt (Details HTML 27K
Narrative)
39: R41 8. Accrued Liabilities (Details) HTML 47K
59: R42 9. Other Income and Expense (Details) HTML 38K
33: R43 10. Employeee stock-based compensation (Details) HTML 24K
52: R44 10. Option Activity (Details) HTML 56K
45: R45 10. Stock-Based Compensation (Details Narrative) HTML 33K
29: R46 11. Convertible Preferred Stock (Details) HTML 33K
63: R47 11. Stockholders Equity (Details Narrative) HTML 28K
25: R48 12. Segment and Geographic Information (Details) HTML 26K
44: XML IDEA XML File -- Filing Summary XML 88K
20: EXCEL IDEA Workbook of Financial Reports XLSX 104K
43: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 594K
13: EX-101.INS XBRL Instance -- aaoi-20130930 XML 958K
15: EX-101.CAL XBRL Calculations -- aaoi-20130930_cal XML 161K
16: EX-101.DEF XBRL Definitions -- aaoi-20130930_def XML 182K
17: EX-101.LAB XBRL Labels -- aaoi-20130930_lab XML 578K
18: EX-101.PRE XBRL Presentations -- aaoi-20130930_pre XML 438K
14: EX-101.SCH XBRL Schema -- aaoi-20130930 XSD 106K
57: ZIP XBRL Zipped Folder -- 0001019687-13-004306-xbrl Zip 72K
Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
APPLIED OPTOELECTRONICS, INC.
A Delaware corporation
Applied Optoelectronics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:
1. The name of the Corporation is Applied Optoelectronics, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was March 25, 2013 (the “Original Certificate”). The name under which the Corporation filed the Original Certificate was Applied Optoelectronics, Inc.
2. This Amended and Restated Certificate of Incorporation (the “Certificate”) amends, restates and integrates the provisions of the Original Certificate, as it has been subsequently amended (the “Amended and Restated Certificate”), and was duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”).
3. The text of the Amended and Restated Certificate is hereby amended and restated in its entirety to provide as herein set forth in full.
ARTICLE I
The name of the Corporation is Applied Optoelectronics, Inc.
ARTICLE II
The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. 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
CAPITAL STOCK
The total number of shares of capital stock which the Corporation shall have authority to issue is 50,000,000, of which (i) 45,000,000 shares shall be a class designated as common stock, par value $0.001 per share (the “Common Stock”), and (ii) 5,000,000 shares shall be a class designated as undesignated preferred stock, par value $0.001 per share (the “Undesignated Preferred Stock”).
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Except as otherwise provided in any certificate of designations of any series of Undesignated Preferred Stock, the number of authorized shares of the class of Common Stock or Undesignated Preferred Stock may from time to time be increased or decreased (but not below the number of shares of such class outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the Corporation irrespective of the provisions of Section 242(b)(2) of the DGCL.
The powers, preferences and rights of, and the qualifications, limitations and restrictions upon, each class or series of stock shall be determined in accordance with, or as set forth below in, this Article IV.
A. COMMON STOCK
Subject to all the rights, powers and preferences of the Undesignated Preferred Stock and except as provided by law or in this Certificate (or in any certificate of designations of any series of Undesignated Preferred Stock):
(a) the holders of the Common Stock shall have the exclusive right to vote for the election of directors of the Corporation (the “Directors”) and on all other matters requiring stockholder action, each outstanding share entitling the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate (or on any amendment to a certificate of designations of any series of Undesignated Preferred Stock) that alters or changes the powers, preferences, rights or other terms of one or more outstanding series of Undesignated Preferred Stock if the holders of such affected series of Undesignated Preferred Stock are entitled to vote, either separately or together with the holders of one or more other such series, on such amendment pursuant to this Certificate (or pursuant to a certificate of designations of any series of Undesignated Preferred Stock) or pursuant to the DGCL;
(b) dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation legally available for the payment of dividends, but only when and as declared by the Board of Directors or any authorized committee thereof; and
(c) upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation shall be distributed pro rata to the holders of the Common Stock.
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B. UNDESIGNATED PREFERRED STOCK
The Board of Directors or any authorized committee thereof is expressly authorized, to the fullest extent permitted by law, to provide by resolution or resolutions for, out of the unissued shares of Undesignated Preferred Stock, the issuance of the shares of Undesignated Preferred Stock in one or more series of such stock, and by filing a certificate of designations pursuant to applicable law of the State of Delaware, to establish or change from time to time the number of shares of each such series, and to fix the designations, powers, including voting powers, full or limited, or no voting powers, preferences and the relative, participating, optional or other special rights of the shares of each series and any qualifications, limitations and restrictions thereof.
ARTICLE V
STOCKHOLDER ACTION
1. Action without Meeting. Any action required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders and may not be taken or effected by a written consent of stockholders in lieu thereof.
2. Special Meetings. Except as otherwise required by statute and subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock, special meetings of the stockholders of the Corporation may be called only by the Board of Directors acting pursuant to a resolution approved by the affirmative vote of a majority of the Directors then in office, and special meetings of stockholders may not be called by any other person or persons. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the Corporation.
ARTICLE VI
DIRECTORS
1. General. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors except as otherwise provided herein or required by law.
2. Election of Directors. Election of Directors need not be by written ballot unless the By-laws of the Corporation (the “By-laws”) shall so provide.
3. Number of Directors; Term of Office. The number of Directors of the Corporation shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board of Directors. The Directors, other than those who may be elected by the holders of any series of Undesignated Preferred Stock, shall be classified, with respect to the term for which they severally hold office, into three classes. The initial Class I Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2014, the initial Class II Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2015, and the initial Class III Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2016. At each annual meeting of stockholders, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Notwithstanding the foregoing, the Directors elected to each class shall hold office until their successors are duly elected and qualified or until their earlier resignation, death or removal.
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Notwithstanding the foregoing, whenever, pursuant to the provisions of Article IV of this Certificate, the holders of any one or more series of Undesignated Preferred Stock shall have the right, voting separately as a series or together with holders of other such series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate and any certificate of designations applicable to such series.
4. Vacancies. Subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock to elect Directors and to fill vacancies in the Board of Directors relating thereto, any and all vacancies in the Board of Directors, however occurring, including, without limitation, by reason of an increase in the size of the Board of Directors, or the death, resignation, disqualification or removal of a Director, shall be filled solely and exclusively by the affirmative vote of a majority of the remaining Directors then in office, even if less than a quorum of the Board of Directors, and not by the stockholders. Any Director appointed 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 duly elected and qualified or until his or her earlier resignation, death or removal. Subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock to elect Directors, when the number of Directors is increased or decreased, the Board of Directors shall, subject to Article VI.3 hereof, determine the class or classes to which the increased or decreased number of Directors shall be apportioned; provided, however, that no decrease in the number of Directors shall shorten the term of any incumbent Director. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, shall exercise the powers of the full Board of Directors until the vacancy is filled.
5. Removal. Subject to the rights, if any, of any series of Undesignated Preferred Stock to elect Directors and to remove any Director whom the holders of any such series have the right to elect, any Director (including persons elected by Directors to fill vacancies in the Board of Directors) may be removed from office (i) only with cause and (ii) only by the affirmative vote of the holders of 66 2/3% or more of the outstanding shares of capital stock then entitled to vote at an election of Directors. At least forty-five (45) days prior to any annual or special meeting of stockholders at which it is proposed that any Director be removed from office, written notice of such proposed removal and the alleged grounds thereof shall be sent to the Director whose removal will be considered at the meeting.
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ARTICLE VII
LIMITATION OF LIABILITY
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, except for liability (a) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL or (d) for any transaction from which the Director derived an improper personal benefit. If the DGCL is amended after the effective date of this Certificate 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.
Any amendment, repeal or modification of this Article VII by either of (i) the stockholders of the Corporation or (ii) an amendment to the DGCL, shall not adversely affect any right or protection existing at the time of such amendment, repeal or modification with respect to any acts or omissions occurring before such amendment, repeal or modification of a person serving as a Director at the time of such amendment, repeal or modification.
ARTICLE VIII
EXCLUSIVE JURISDICTION OF DELAWARE COURTS
Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Corporation’s Certificate of Incorporation or By-laws, or (iv) any action asserting a claim against the Corporation governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VIII.
ARTICLE IX
AMENDMENT OF BY-LAWS
1. Amendment by Directors. Except as otherwise provided by law, the By-laws of the Corporation may be amended or repealed by the Board of Directors by the affirmative vote of a majority of the Directors then in office.
2. Amendment by Stockholders. The By-laws of the Corporation may be amended or repealed at any annual meeting of stockholders, or special meeting of stockholders called for such purpose, by the affirmative vote of at least 66 2/3% of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class; provided, however, that if the Board of Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative vote of the majority of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class.
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ARTICLE X
AMENDMENT OF CERTIFICATE OF INCORPORATION
The Corporation reserves the right to amend or repeal this Certificate in the manner now or hereafter prescribed by statute and this Certificate, and all rights conferred upon stockholders herein are granted subject to this reservation. Whenever any vote of the holders of capital stock of the Corporation is required to amend or repeal any provision of this Certificate, and in addition to any other vote of holders of capital stock that is required by this Certificate or by law, such amendment or repeal shall require the affirmative vote of the majority of the outstanding shares of capital stock entitled to vote on such amendment or repeal, and the affirmative vote of the majority of the outstanding shares of each class entitled to vote thereon as a class, at a duly constituted meeting of stockholders called expressly for such purpose; provided, however, that the affirmative vote of not less than 66 2/3% of the outstanding shares of capital stock entitled to vote on such amendment or repeal, and the affirmative vote of not less than 66 2/3% of the outstanding shares of each class entitled to vote thereon as a class, shall be required to amend or repeal any provision of Article V, Article VI, Article VII, Article VIII, Article IX or Article X of this Certificate.
THIS AMENDED AND RESTATED CERTIFICATE OF INCORPORATION is executed as of this 1st day of October, 2013.
/s/ Lin, Chih-Hsiang (Thompson)
Lin, Chih-Hsiang (Thompson)
Chief Executive Officer and President
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| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/14/13 | 4 | ||
| For Period end: | 9/30/13 | 4 | ||
| 3/25/13 | ||||
| List all Filings | ||||