Quarterly Report — Form 10-Q Filing Table of Contents
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1: 10-Q Quarterly Report HTML 288K
2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 36K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 61K
4: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) HTML 13K
5: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) HTML 12K
6: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) HTML 9K
7: EX-32.2 Certification per Sarbanes-Oxley Act (Section 906) HTML 9K
EX-3.1 — Articles of Incorporation/Organization or By-Laws
AeroVironment, Inc. (the “Corporation”), a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY:
1. The name of the Corporation is AeroVironment, Inc. A Certificate of Merger whereby
AeroVironment, Inc., a California corporation, was merged with and into the corporation was filed
with the Secretary of State of the State of Delaware on December 6, 2006.
2. That by action taken by the Board of Directors at a meeting held on December 15, 2006
resolutions were duly adopted setting forth a proposed amendment and restatement of the Certificate
of Incorporation of the Corporation, declaring said amendment and restatement to be advisable and
directing its officers to submit said amendment and restatement to the stockholders of the
Corporation for consideration thereof. The resolution setting forth the proposed amendment and
restatement is as follows:
“THEREFORE, BE IT RESOLVED, that the Certificate of Incorporation of the Corporation is hereby
amended to read in its entirety as follows, subject to the required consent of the stockholders of
the Corporation:
FIRST: The name of the Corporation (hereinafter the “Corporation”) is AeroVironment,
Inc.
SECOND: The address, including street, number, city and county, of the registered
office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the City
of Wilmington, County of New Castle; and the name of the Registered Agent of the Corporation at
such address is Corporation Service Company.
THIRD: 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 the State of Delaware (the “DGCL”).
FOURTH: The Corporation is authorized to issue two classes of stock to be designated,
respectively, Common Stock, par value $0.0001 per share (“Common Stock”) and Preferred Stock, par
value $0.0001 per share (“Preferred Stock”). The total number of shares the Corporation shall have
the authority to issue is one hundred ten million (110,000,000) shares, one hundred million (100,000,000) shares of which
shall be Common Stock and ten million (10,000,000) shares of which shall be Preferred Stock.
(1) Common Stock. The voting, dividend and liquidation rights of the holders of the Common
Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any
series as may be designated by the Board of Directors upon any issuance of the Preferred Stock or
any series. The holders of the Common Stock are entitled to one vote for each share held at all
meetings of stockholders. There shall be no cumulative voting. Dividends may be declared and paid
on the Common Stock from funds lawfully available therefor as and when determined by the Board of
Directors and subject to any preferential dividend rights of any then outstanding Preferred Stock.
Upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary, holders of the
Corporation will be
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entitled to receive ratably all assets of the Corporation available for
distribution to stockholders, subject to any preferential rights of any then outstanding Preferred
Stock.
(2) Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more
series, each of such series to have such terms as stated in the resolution or resolutions providing
for the establishment of such series adopted by the Board of Directors of the Corporation as
hereinafter provided. Authority is hereby expressly granted to the Board of Directors of the
Corporation to issue, from time to time, shares of Preferred Stock in one or more series, and, in
connection with the establishment of any such series by resolution or resolutions, to determine and
fix such voting powers, full or limited, or no voting powers, and such other powers, designations,
preferences and relative, participating, optional and other special rights, and the qualifications,
limitations and restrictions thereof, if any, including, without limitation, dividend rights,
conversion rights, redemption privileges and liquidation preferences, as shall be stated in such
resolution or resolutions, all to the fullest extent permitted by the DGCL. Without limiting the
generality of the foregoing, the resolution or resolutions providing for the establishment of any
series of Preferred Stock may, to the extent permitted by law, provide that such series shall be
superior to, rank equally with or be junior to the Preferred Stock of any other series. The
powers, preferences and relative, participating, optional and other special rights of each series
of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may be
different from those of any and all other series at any time outstanding. Except as otherwise
expressly provided in the resolution or resolutions providing for the establishment of any series
of Preferred Stock, no vote of the holders of shares of Preferred Stock or Common Stock shall be a
prerequisite to the issuance of any shares of any series of the Preferred Stock authorized by and
complying with the conditions of this Certificate of Incorporation.
FIFTH: (1) The business and affairs of the Corporation shall be managed by or under
the direction of a Board of Directors having that number of directors set out in the Bylaws of the
Corporation as adopted or as set forth from time to time by a duly adopted amendment thereto by the
Board of Directors or stockholders of the Corporation.
(2) No director (other than directors elected by one or more series of Preferred Stock) may be
removed from office by the stockholders except for cause and, in addition to any other vote
required by law, upon the affirmative vote of not less than 66⅔% of the total voting power of all
outstanding securities of the Corporation then entitled to vote generally in the election of
directors, voting together as a single class.
(3) The directors of the Corporation, other than directors elected by one or more series of
Preferred Stock, shall be divided into three classes, designated Class I, Class II and Class III.
Each class shall consist, as nearly as may be possible, of one-third of the total number of
directors (other than directors elected by one or more series of Preferred Stock) constituting the
entire Board of Directors. Each director (other than directors elected by one or more series of
Preferred Stock) shall serve for a term ending on the date of the third annual meeting of
stockholders next following the annual meeting at which such director was elected, provided that
directors initially designated as Class I directors shall serve for a term ending on the date of
the 2007 annual meeting, directors initially designated as Class II directors shall serve for a
term ending on the date of the 2008 annual meeting and directors initially designated as Class III
directors shall serve for a term ending on the date of the 2009 annual meeting. Notwithstanding the
foregoing, each director shall hold office until such director’s successor shall have been duly
elected and qualified or until such director’s earlier death, resignation or
removal. If the number of directors (other than directors elected by one or more series of Preferred Stock) is changed,
any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in
each class as nearly equal as possible, but in no event will a decrease in the number of directors
shorten the term of any incumbent director. Vacancies on the Board of Directors resulting from
death, resignation, removal or
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otherwise and newly created directorships resulting from any
increase in the number of directors (other than directors elected by one or more series of
Preferred Stock) may be filled solely by a vote of a majority of the directors then in office
(although less than a quorum) or by a sole remaining director, and each director so elected shall
hold office for a term that shall coincide with the remaining term of the class to which such
director shall have been elected. Whenever the holders of one or more classes or series of
Preferred Stock shall have the right, voting separately as a class or series, to elect directors,
the nomination, election, term of office, filling of vacancies, removal and other features of such
directorships shall not be governed by this Article FIFTH unless otherwise provided for in the
certificate of designation for such classes or series.
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: The following provisions are inserted for the management of the business and
the conduct of the affairs of the Corporation and for the further definition of the powers of the
Corporation and its directors and stockholders:
(1) The Board of Directors is expressly authorized to make, adopt, amend, alter, rescind or
repeal the Bylaws of the Corporation. Notwithstanding the foregoing, the stockholders may adopt,
amend, alter, rescind or repeal the Bylaws with, in addition to any other vote required by law, the
affirmative vote of the holders of not less than 66⅔% of the total voting power of all outstanding
securities of the Corporation then entitled to vote generally in the election of directors, voting
together as a single class.
(2) Elections of directors need not be by written ballot unless the Bylaws of the Corporation
so provide.
(3) Any action required or permitted to be taken at any annual or special meeting of
stockholders may be taken only upon the vote of stockholders at an annual or special meeting duly
noticed and called in accordance with the DGCL and may not be taken by written consent of
stockholders without a meeting.
(4) Special meetings of the stockholders of the Corporation for any purpose or purposes may be
called at any time by the Chairman of the Board of Directors or the Chief Executive Officer or at
the written request of a majority of the members of the Board of Directors and may not be called by
any other person; provided, however, that if and to the extent that any special
meeting of stockholders may be called by any other person or persons specified in any provisions of
the Certificate of Incorporation or any amendment thereto or any certificate filed under Section
151(g) of the DGCL, then such special meeting may also be called by the person or persons, in the
manner, at the times and for the purposes so specified.
EIGHTH: (1) Subject to Article EIGHTH (3), the Corporation shall indemnify and hold
harmless any person who is or was 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 (other than an action by or in the right of the Corporation) by reason of the fact
that he or she is or was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or
her in connection with such action, suit or proceeding if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit
or proceeding by judgment,
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order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not act in good faith
and in a manner which he or she reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.
(2) Subject to Article EIGHTH (3), the Corporation shall indemnify and hold harmless any
person who is or was a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he or she is or was a director or officer of the Corporation, or is or
was serving at the request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise against expenses
(including attorneys’ fees) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the Corporation; except
that no indemnification shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for
such expenses which the Court of Chancery of the State of Delaware or such other court shall deem
proper.
(3) Any indemnification under this Article EIGHTH (unless ordered by a court) shall be made by
the Corporation only as authorized in the specific case upon a determination that indemnification
of the director or officer or other person entitled to indemnification under this Article EIGHTH is
proper in the circumstances because he or she has met the applicable standard of conduct set forth
in Article EIGHTH (1) or Article EIGHTH (2), as the case may be. Such determination shall be made,
with respect to an officer or director, (i) by the Board of Directors by a majority vote of
directors who were not parties to such action, suit or proceeding, even if constituting less than a
quorum, (ii) by a committee of directors who were not parties to such action, suit or proceeding
even if constituting less than a quorum, (iii) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. To the
extent, however, that a present or former director or officer of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or proceeding referred to in
Article EIGHTH (1) or Article EIGHTH (2), or in defense of any claim, issue or matter therein, he
or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably
incurred by him or her in connection therewith, without the necessity of authorization in the
specific case.
(4) Notwithstanding any contrary determination in the specific case under Article EIGHTH (3),
and notwithstanding the absence of any determination thereunder, any present or former director or
officer of the Corporation may apply to the Court of Chancery of the State of Delaware for
indemnification to the extent otherwise permissible under Article EIGHTH (1) and Article EIGHTH
(2). The basis of such indemnification by a court shall be a determination by such court that
indemnification of such person is proper in the circumstances because he or she has met the
applicable standards of conduct set forth in Article EIGHTH (1) or Article EIGHTH (2), as the case
may be. Neither a contrary determination in the specific case under Article EIGHTH (3) nor the
absence of any determination thereunder shall be a defense to such application or create a
presumption that such person seeking
indemnification has not met any applicable standard of conduct. Notice of any application for
indemnification pursuant to this Article EIGHTH (4) shall be given to the Corporation promptly upon
the filing of such application. If successful, in whole or in part, such person seeking
indemnification in the Court of Chancery of the State of Delaware shall also be entitled to be paid
the expense of prosecuting such application.
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(5) Expenses incurred by a person who is or was a director or officer of the Corporation in
defending or investigating a threatened or pending action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of
an undertaking by or on behalf of such person to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the Corporation as authorized in
this Article EIGHTH.
(6) The indemnification and advancement of expenses provided by or granted pursuant to this
Article EIGHTH shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw, agreement, contract,
vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied)
of any court of competent jurisdiction or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office, it being the policy of the
Corporation that indemnification of the persons specified in Article EIGHTH (1) and Article EIGHTH
(2) shall be made to the fullest extent permitted by law. The provisions of this Article EIGHTH
shall not be deemed to preclude the indemnification of any person who is not specified in Article
EIGHTH (1) or Article EIGHTH (2) but whom the Corporation has the power or obligation to indemnify
under the provisions of the DGCL or otherwise.
(7) The Corporation may purchase and maintain insurance on behalf of any 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, partnership, joint venture, trust,
employee benefit plan or other enterprise against any liability asserted against him or her and
incurred by him or her in any such capacity, or arising out of his or her status as such, whether
or not the Corporation would have the power or the obligation to indemnify him or her against such
liability under the provisions of this Article EIGHTH or Section 145 of the DGCL.
(8) For purposes of this Article EIGHTH, references to “the Corporation” shall include, in
addition to the resulting corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate existence had continued,
would have had the power and authority to indemnify its directors or officers, so that any person
who is or was a director or officer of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall
stand in the same position under the provisions of this Article EIGHTH with respect to the
resulting or surviving corporation as he or she would have with respect to such constituent
corporation if its separate existence had continued. For purposes of this Article EIGHTH,
references to “fines” shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and references to “serving at the request of the Corporation” shall include
any service as a director, officer, employee or agent of the Corporation which imposes duties on,
or involves services by, such person with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed
to be in the interest of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred
to in this Article EIGHTH. For purposes of any determination under Article EIGHTH (3), a person
shall be deemed to have acted in good faith in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Corporation, or, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe his or her
conduct was unlawful, if his or her action is based on the records or books of account of the
Corporation or another enterprise, or on information supplied to him or her by the officers of the
Corporation or another enterprise in the course of their duties, or on the advice of legal counsel
for the Corporation or another enterprise or on information or records given or reports made to the
Corporation or another enterprise by an independent certified public accountant or by an appraiser
or other expert selected with reasonable care by the Corporation or another enterprise. The term
“another enterprise” as used in this
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Article EIGHTH (8) shall mean any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise of which such person
is or was serving at the request of the Corporation as a director, officer, employee or agent. The
provisions of this Article EIGHTH (8) shall not be deemed to be exclusive, or to limit in any way,
the circumstances in which a person may be deemed to have met the applicable standard of conduct
set forth in Article EIGHTH (1) or (2), as the case may be.
(9) The indemnification and advancement of expenses provided by, or granted pursuant to, this
Article EIGHTH shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director or officer of the Corporation and shall inure to the benefit
of the heirs, executors and administrators of such a person.
(10) Notwithstanding anything contained in this Article EIGHTH to the contrary, except for
proceedings to enforce rights to indemnification (which shall be governed by Article EIGHTH (4)),
the Corporation shall not be obligated to indemnify any person in connection with a proceeding (or
part, thereof) initiated by such person unless such proceeding (or part thereof) was authorized or
consented to by the Board of Directors of the Corporation.
(11) The Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of expenses to employees and
agents of the Corporation similar to those conferred in this Article EIGHTH to directors and
officers of the Corporation.
NINTH: 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, provided that
this Article shall not eliminate or limit the liability of a director (i) for any breach of his or
her duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of the law, (iii) under
Section 174 of the DGCL or (iv) for any transaction from which the director derives an improper
personal benefit.
If the DGCL is hereafter amended to authorize corporate action further limiting or eliminating
the personal liability of directors, then the liability of the director to the Corporation shall be
limited or eliminated to the fullest extent permitted by the DGCL, as so amended from time to time.
Any amendment, repeal or modification of this Article shall be prospective only, and shall not
adversely affect any right or protection of a director of the Corporation under this Article NINTH
in respect of any act or omission occurring prior to the time of such amendment, repeal or
modification.
TENTH: Each reference in this Certificate of Incorporation to any provision of the
DGCL refers to the specified provision of the DGCL, as the same now exists or as it may hereafter
be amended or superseded.
ELEVENTH: The Corporation reserves the right at any time and from time to time to
amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by the laws of the State of Delaware; and all rights conferred
on stockholders, directors or any other persons herein are granted subject to this reservation;
provided, however, that no amendment, alteration, change or repeal may be made to Article FIFTH,
SEVENTH, EIGHTH, NINTH
or ELEVENTH without the affirmative vote of the holders of at least 66⅔% of the outstanding
voting stock of the corporation, voting together as a single class.”
3. That said Amended and Restated Certificate of Incorporation has been consented to and
authorized by the holders of a majority of the issued and outstanding stock entitled to vote in
accordance with the provisions of Section 228 of the DGCL.
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4. That said Amended and Restated Certificate of Incorporation was duly adopted in accordance
with the applicable provisions of Sections 228, 242 and 245 of the DGCL.
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IN WITNESS WHEREOF, AeroVironment, Inc. has caused this Certificate to be signed by Timothy E.
Conver, its Chief Executive Officer and Stephen C. Wright, its Chief Financial Officer, this
26th day of January 2007.