RESTATED CERTIFICATE OF INCORPORATION
Published on November 25, 1998
Exhibit 4.01
RESTATED CERTIFICATE OF INCORPORATION
OF ADVANCED MICRO DEVICES, INC.
1. The name of this corporation is Advanced Micro Devices, Inc. The
Original Certificate of Incorporation was filed with the Secretary of State of
the State of Delaware on May 1, 1969.
2. In accordance with Section 245 of the Delaware General Corporation Law
this Restated Certificate of Incorporation was duly adopted by the Board of
Directors at a meeting on December 6, 1995, without a vote of the stockholders.
3. This restated Certificate of Incorporation only restates and integrates
but does not further amend the provisions of the Certificate of Incorporation of
this corporation, as heretofore amended or supplemented, and there is no
discrepancy between those provisions and the provisions of this Restated
Certificate of Incorporation.
4. The text of the Certificate of Incorporation as heretofore amended and
supplemented is amended in its entirety to read as follows:
FIRST. The name of the corporation is ADVANCED MICRO DEVICES, INC.
SECOND. The address of its 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.
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 Delaware General Corporation Law.
FOURTH. The total number of shares of stock which the corporation shall
have authority to issue is Two Hundred Fifty One Million (251,000,000) of
which Two Hundred Fifty Million (250,000,000) shares shall be Common Stock
of the par value of One Cent ($0.01) per share and One Million (1,000,000)
shares shall be Serial Preferred Stock of the par value of Ten Cents
($0.10) per share.
The designations and powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, of each class of stock of
the corporation shall be as follows:
(A) Serial Preferred Stock
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(1) The Serial Preferred Stock may be issued from time to time in one
or more series and shall have such voting powers, designations,
preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, as may
be fixed by this Certificate of Incorporation or by resolution of the
Board of Directors providing for the issue of each such series. The
Board of Directors is vested with authority to fix variations in voting
powers and in any of the designations, preferences and
relative, participating, optional or other special rights and
qualifications, limitations or restrictions thereof as being between
series of Serial Preferred Stock including, without limitation,
variations in the following:
(a) The distinctive designation of each series and the number
of shares which shall constitute each series, which number may be
increased (except where otherwise provided by the Board of
Directors in creating such series) or decreased (but not below
the number of shares thereof then outstanding) from time to time
by like action of the Board of Directors;
(b) The annual rate of dividends payable on shares of each
series, the conditions upon which, and the dates when, such
dividends shall be payable and the dates (if any) from which
dividends shall be cumulative;
(c) The time or times when and the price or prices at which
shares of each series shall be redeemable;
(d) The obligation, if any, of the corporation to acquire
shares or each series for retirement as a sinking fund;
(e) The granting, denial or limitation of voting rights of
shares of each series;
(f) The amount or amounts per share of each series payable in
the event of any voluntary liquidation' dissolution or winding up
of the corporation; and
(g) The rights, if any, of the holders of shares of each series
to convert such shares into or exchange such shares for Common
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Stock or shares of any other series of Serial Preferred
Stock and the terms and conditions of such conversion or
exchange, including any provisions for the subsequent
adjustment of any such conversion or exchange rights.
Subject to variations in the voting powers, designations,
preferences and relative, participating, optional or other special rights,
and qualifications, limitations or restrictions thereof as between series
of Serial Preferred Stock fixed by resolution of the Board of Directors in
accordance with this Paragraph (A)(1), each share of Serial Preferred Stock
shall be equal to every other share of Serial Preferred Stock.
The voting powers, designations, preferences and relative,
participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, of the shares of each series of Serial
Preferred Stock shall before the issuance of each series of Serial
Preferred Stock, be set forth in a certificate filed pursuant to the
Delaware General Corporation Law.
(B) Common Stock
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(1) After the requirements with respect to preferential dividends
upon all classes and series of stock entitled thereto shall have
been paid or declared and set apart for payment and after the
corporation shall have complied with all requirements, if any with
respect to the setting aside of sums as a sinking fund or for a
redemption account on any class of stock, then and not otherwise, the
holders of Common Stock shall be entitled to receive such dividends as
may be declared from time to time by the Board of Directors.
(2) After distribution in full of the preferential amounts to be
distributed to the holders of all classes and series of stock entitled
thereto in the event of a voluntary or involuntary liquidation,
dissolution or winding up of the corporation, the holders of the
Common Stock shall be entitled to receive all the remaining assets of
the corporation.
(3) Each holder of Common Stock shall have one vote in respect of
each share of such stock held by him, subject, however, to such
special voting rights by class as are or may be granted to holders of
Serial Preferred Stock with respect to the election of a limited
number of directors upon
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default by the corporation in the payment of dividends of such Serial
Preferred Stock.
FIFTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
To make, alter or repeal the Bylaws of the corporation.
When and as authorized by the affirmative vote of the holders of two-
thirds of the stock issued and outstanding having voting power given at
a stockholders' meeting duly called upon such notice as is required by
stature, or when authorized by the written consent of the holders of
two-thirds of the voting stock issued and outstanding, to sell, lease
or exchange all or substantially all of the property and assets of the
corporation, including its good will and its corporate franchises, upon
such terms and conditions and for such consideration, which may consist
in whole or in part of money or property including shares of stock in,
and/or other securities of, any other corporation or corporations, as
the Board of Directors shall deem expedient and for the best of
interests of the corporation.
SIXTH. 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. Elections of directors
need not be by written ballot unless the Bylaws of the corporation shall so
provide.
SEVENTH. 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.
EIGHTH. 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 liability (i) for any breach of the director's 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 law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any
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transaction from which the director derived an improper personal benefit.
If the Delaware General Corporation Law hereafter is amended to authorize
the further elimination or limitation of the liability of directors,then
the liability or a director of the corporation, in addition to the
limitation on personal liability provided herein, shall be limited to the
fullest extent permitted by the amended Delaware General Corporation Law.
Any repeal or modification of this Article by the stockholders of the
corporation shall be prospective only, and shall not adversely affect
any limitation on the personal liability of a director of the corporation
for acts or omissions of such director occurring prior to such amendment.
IN WITNESS WHEREOF, Advanced Micro Devices, Inc. has caused this Restated
Certificate of Incorporation to be signed by Thomas M. McCoy, Esq., its Vice
President, General Counsel and Secretary this 6th day of December, 1995.
By: /s/ Thomas M. McCoy
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Thomas M. McCoy, Esq.
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