EXHIBIT 1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
PSYCHEMEDICS CORPORATION
Psychemedics Corporation, a corporation organized and existing under
the laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation (hereinafter called the
"corporation") is
PSYCHEMEDICS CORPORATION
The original certificate of incorporation of the corporation was filed
with the Secretary of State of the State of Delaware on September 24, 1986.
2. The amendment and restatement of the certificate of
incorporation has been duly adopted by both the Board of Directors and the
stockholders of the corporation in accordance with the provisions of Sections
141, 222, 242 and 245 of the General Corporation Law of the State of Delaware.
3. Pursuant to Sections 242 and 245 of the General Corporation
Law of the State of Delaware, this Amended and Restated Certificate of
Incorporation restates and integrates and further amends the provisions of the
corporation's certificate of incorporation as heretofore amended or
supplemented.
4. The text of the Amended and Restated Certificate of
Incorporation reads in its entirety as follows:
FIRST: The name of the corporation is Psychemedics Corporation.
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, Wilmington, Delaware 19808; and the name of the
registered agent of the corporation in the State of Delaware at such address is
CSC - Corporation Service Company.
THIRD: The nature of the business and of the purposes to be conducted
and promoted by the corporation are as follows:
To establish, maintain, and operate chemical, physical, and other
laboratories to carry on chemical, and physical, research and testing services
of every kind and character, (especially for the detection of drugs of abuse),
and to market and sell directly or indirectly such laboratory services to the
public, including without limitation, private employers, the military,
government agencies and institutions, and medical professionals and
institutions; to produce and manufacture, and/or sell antibodies and reagents
for laboratory research, application and commercial purposes; to establish,
operate, conduct, assist and support rehabilitation clinics, services and
facilities engaged in the field of substance abuse, to own and protect any
inventions by letters patent or by holding them as secret processes, and to
grant licenses and make other lawful agreements or arrangements for the
employment or use of any such inventions by other persons; to apply for, obtain,
register, purchase, or otherwise acquire, hold, own, use, introduce, develop,
and sell, assign, lease, pledge, or otherwise dispose of or turn to account
letters patent of the United States or of any foreign country, inventions,
formulas, processes, patents, patent rights, licenses and privileges, trademarks
and trade names, or pending applications therefor; and without limiting any of
the aforesaid, to engage in such other business activities in furtherance of the
foregoing objectives.
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is 50,872,521 shares, consisting of 50,000,000 shares of
Common Stock having a par value of $.005 per share and 872,521 shares of
Preferred Stock having a par value of $.005 per share. The Board of Directors is
hereby authorized, as it may determine, subject to limitations prescribed by
law, to issue such number of the authorized shares of Preferred Stock at any
time and from time to time, in one or more series, and to fix or alter the
designations, preferences and relative, participating, optional or other special
rights and qualifications, limitations or restrictions, of such shares of
Preferred Stock, including without limitation of the generality of the
foregoing, dividend rights, dividend rates, conversion rights, voting rights,
rights and terms of redemption (including sinking fund provisions), the
redemption price or prices and liquidation preferences of any wholly unissued
series of preferred shares and the number of shares constituting any such series
and the designation thereof, of any of them; and to increase or decrease the
number of shares of that series, but not below the number of shares of such
series then outstanding. In case the number of shares of any series shall be so
decreased, 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.
Effective as of 12:01 a.m. Eastern Daylight Time on August 1, 2002 (the
"Effective Date"), each share of Common Stock, $.005 par value per share ("Old
Common Stock"), then issued and outstanding or held in the treasury of the
corporation at the close of business on the Effective Date shall automatically
be reclassified, converted and changed into 0.25 share of Common Stock, $.005
par value per share ("New Common Stock"), of the corporation without any further
action by the holders of such shares of Old Common Stock (and any fractional
shares resulting from such exchange will not be issued but will be redeemed by
the corporation at the fair market value of the fractional shares as determined
in good faith by the Board of Directors). Each stock certificate representing
shares of Old Common Stock shall thereafter represent that number of shares of
New Common Stock into which the shares of Old Common Stock represented by such
certificate shall have been reclassified; provided, however, that each person
holding of record a stock certificate or certificates that represented shares of
Old Common Stock shall receive, upon surrender of such certificate or
certificates, a new certificate or certificates evidencing and representing the
number of shares of New Common Stock to which such person is entitled. The New
Common Stock issued in this exchange shall have the same rights and preferences
as the Old Common Stock.
FIFTH: Intentionally Omitted.
SIXTH: The corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed between this
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corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
EIGHTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation and regulation
of the powers of the corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:
1. 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 fixed by, or in the manner provided in,
the By-Laws. The phrase "whole Board" and the phrase "total
number of directors" shall be deemed to have the same meaning,
to wit, the total number of directors which the corporation
would have if there were no vacancies. No election of
directors need be by written ballot.
2. After the original or other By-Laws of the corporation have
been adopted, amended, or repealed, as the case may be, in
accordance with the provisions of Section 109 of the General
Corporation Law of the State of Delaware, and, after the
corporation has received any payment for any of its stock, the
power to adopt, amend, or repeal the By-Laws of the
corporation may be exercised by the Board of Directors of the
corporation; provided, however, that any provision for the
classification of directors of the corporation for staggered
terms pursuant to the provisions of subsection (d) of Section
141 of the General Corporation Law of the State of Delaware
shall be set forth in an initial By-Law or in a By-Law adopted
by the stockholders entitled to vote of the corporation unless
provisions for such classification shall be set forth in this
Amended and Restated Certificate of Incorporation.
3. Whenever the corporation shall be authorized to issue only one
class of stock, each outstanding share shall entitle the
holder thereof to notice of, and the right to vote at, any
meeting of stockholders. Whenever the corporation shall be
authorized to issue more than one class of stock, no
outstanding share of any class of stock which is denied voting
power under the provisions of this Amended and Restated
Certificate of Incorporation shall entitle the holder thereof
to the right to vote at any meeting of stockholders except as
the provisions of paragraph (2) of subsection (b) of Section
242 of the General Corporation Law of the State of Delaware
shall otherwise require;
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provided, that no share of any such class which is otherwise
denied voting power shall entitle the holder thereof to vote
upon the increase or decrease in the number of authorized
shares of said class.
NINTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of subsection
(b) of Section 102 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented.
TENTH: The corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under said section from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-Law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
ELEVENTH: From time to time any of the provisions of this Amended and
Restated Certificate of Incorporation may be amended, altered or repealed, and
other provisions authorized by the laws of the State of Delaware at the time in
force may be added or inserted in the manner and at the time prescribed by said
laws, and all rights at any time conferred upon the stockholders of the
corporation by this Amended and Restated Certificate of Incorporation are
granted subject to the provisions of this Article ELEVENTH.
5. This Amended and Restated Certificate of Incorporation shall
be effective as of 12:01 a.m. Eastern Daylight Time on August 1, 2002.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, Psychemedics Corporation has caused this Amended
and Restated Certificate of Incorporation to be signed by its President and
attested to by its Secretary this 30th day of July, 2002.
PSYCHEMEDICS CORPORATION
By: /s/ Raymond C. Kubacki, Jr.
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Raymond C. Kubacki, Jr.,
President and Chief Executive Officer
Attest:
By: /s/ Edward S. Brewer, Jr.
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Edward S. Brewer, Jr., Secretary
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