exv4w1






Exhibit 4.1




RESTATED

CERTIFICATE OF INCORPORATION

OF

AMERICAN SUPERCONDUCTOR CORPORATION




     AMERICAN SUPERCONDUCTOR CORPORATION (the “Corporation”), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as
follows:



     1. The Corporation filed its original Certificate of Incorporation with the Secretary of
State of Delaware on April 9, 1987.



     2. The Board of Directors of the Corporation duly adopted, pursuant to
Section 245 of the General Corporation Law of the State of Delaware, a Restated Certificate of
Incorporation of the Corporation. Such Restated Certificate of Incorporation only restates and
integrates, and does not further amend, the provisions of the Corporation’s Certificate of
Incorporation, as therefore amended or supplemented, and there is no discrepancy between those
provisions and the provisions of the Restated Certificate of Incorporation.



     3. The Restated Certificate of Incorporation, as adopted by the Board of
Directors of the Corporation, is as follows:



     FIRST. The name of the Corporation is American Superconductor Corporation.



     SECOND. The address of its registered office in the State of Delaware is 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 in 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 General
Corporation Law of Delaware.



 









 








     FOURTH. The total number of shares of capital stock which the
Corporation shall have authority to issue is Twenty Million (20,000,000) shares of Common Stock,
$.01 par value per share, which capital stock shall have the voting powers, preferences and
relative participating, optional or other special rights, qualifications, limitations or
restrictions thereof as are set forth below.



     The voting and dividend rights, and the rights in the event of the liquidation of the
Corporation, of the holders of the Common Stock are subject to and qualified by such rights of the
holders of any Preferred Stock as may be set forth in the terms of any such Preferred Stock.



     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 Common Stock will be entitled to receive pro rata all net assets of the Corporation
available for distribution after payment of creditors and of any preferential liquidation rights of
any then outstanding Preferred Stock.



     FIFTH. The Corporation is to have perpetual existence.



     SIXTH. In furtherance and not in limitation of the powers conferred by the laws of the
State of Delaware:




     A. The board of directors of the Corporation is expressly authorized to
adopt, amend or repeal the by-laws of the Corporation.




     B. Elections of directors need not be by written ballot unless the by-laws of the
Corporation shall so provide.




     C. The books of the Corporation may be kept as such place within or without the State
of Delaware as the by-laws of the Corporation may provide or as may be designated from time to
time by the board of directors of the Corporation.



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     SEVENTH. Whenever a compromise or arrangement is proposed between this 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 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. The Corporation eliminates the personal liability of each member of its board of
directors to the Corporation or its stockholders for monetary damages for breach of fiduciary duty
as a director, provided that the foregoing shall not eliminate the liability of a director (i) for
any breach of such 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 Title 8 of the Delaware Code or (iv) for any transaction from which
such director derived an improper personal benefit.



     NINTH. The Corporation reserves the right to amend or repeal any provision contained in this
certificate of incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon a stockholder herein are granted subject to this reservation.



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     IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be affixed hereto and
this Restated Certificate of Incorporation to be signed by its President and attested to by its
Secretary this 13th day of January, 1992.



	 	 	 	 	 
	 	AMERICAN SUPERCONDUCTOR CORPORATION

 	 
	 	By:  	/s/ Gregory J. Yurek
 	 
	 	 	President 	 
	 	 	 	 
	 


ATTEST:




                    [SIGNATURE]                    

                    Secretary




[Corporate Seal]




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CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

AMERICAN SUPERCONDUCTOR CORPORATION




Pursuant to Section 242

of the General Corporation Law of

the State of Delaware



     American Superconductor Corporation (hereinafter called the “Corporation”), organized
and existing under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify as follows:



     That by resolution of the Directors and Stockholders holding a majority of the stock of the
Corporation entitled to vote thereon, resolutions were duly adopted in accordance with the
provisions of Sections 141(f), 228 and 242 of the General Corporation Law of the State of Delaware,
setting forth an amendment to the Restated Certificate of Incorporation of the Corporation
declaring said amendment to be advisable. The resolution setting forth the amendment is as follows:



	 	 	 	 	 

	RESOLVED:	 	That the Restated Certificate of Incorporation of the
Corporation (the “Restated Certificate of Incorporation”), be and
hereby is amended by deleting Article FOURTH in its entirety and substituting
therefor the following:
	 
	 	 	 	 
	 

	 	“FOURTH:
	 	The total number of shares of capital stock
which the Corporation shall have authority to issue is Fifty
Million (50,000,000) shares of Common Stock, $.01 par value per share, which capital stock
shall have the voting powers, preferences and relative
participating, optional or other special rights,
qualifications, limitations or restrictions thereof as are
set forth below.






	 	 	 	 	 

	 	 	The voting and dividend rights, and the rights in the event of the liquidation
of the Corporation, of the holders of the Common Stock are subject to and
qualified by such rights of the holders
of any Preferred Stock as may be set forth in the terms of any such Preferred
Stock.
	 
	 	 	 	 
	 	 	The holders of 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 Common Stock will be entitled to receive pro rata all
net assets of the Corporation available for distribution after payment of
creditors and of any preferential liquidation rights of any then outstanding
Preferred Stock.”








 









 






     IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be affixed hereto and
this Certificate of Amendment to be signed by its President this 29th day of July, 1998.



	 	 	 	 	 
	 	AMERICAN SUPERCONDUCTOR CORPORATION

 	 
	 	By:  	/s/ Gregory J. Yurek
 	 
	 	 	Gregory J. Yurek 	 
	 	 	President 	 
	 




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CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

AMERICAN SUPERCONDUCTOR CORPORATION




 






Pursuant to Section 242 of the General Corporation Law of

the State of Delaware




 






     American Superconductor Corporation (hereinafter called the “Corporation”), organized and
existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby
certify as follows:



     That by resolution of the Directors and Stockholders holding a majority of the stock of
the Corporation entitled to vote thereon, resolutions were duly adopted in accordance with the
provisions of Sections 141(f), 228 and 242 of the General Corporation Law of the State of Delaware,
setting forth an amendment to the Restated Certificate of Incorporation of the Corporation
declaring said amendment to be advisable. The resolution setting forth the amendment is as follows:



	 	 	 	 	 	 	 

	 	 	RESOLVED:	 	That the Restated Certificate of Incorporation of the Corporation (the
“Restated Certificate of Incorporation”), be and hereby is amended by deleting
Article FOURTH in its entirety and substituting therefor the following:
	 
	 	 	 	 	 	 
	 

	 	 	 	“FOURTH:
	 	The total number of shares of capital stock which the Corporation
shall have authority to issue is One Hundred Million (100,000,000) shares of
Common Stock, $.01 par value per share, which capital stock shall have the
voting powers, preferences and relative participating, optional or other
special rights, qualifications, limitations or restrictions thereof as are set
forth below.
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	The voting and dividend rights, and the rights in the event of
the liquidation of the Corporation, of the holders of the Common Stock are
subject to and qualified by such rights of the holders of any Preferred
Stock as may be set forth in the terms of any such Preferred Stock.







	 	 	 	 	 	 	 

	 

	 	 	 	 	 	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 Common Stock will be entitled to receive pro rata all net
assets of the Corporation available for distribution after payment of creditors and of
any preferential liquidation rights of any then outstanding Preferred
Stock.”






 









 






     IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be affixed hereto and
this Certificate of Amendment to be signed by its Chief Executive Officer this 29th day
of July, 2004.



	 	 	 	 	 
	 	AMERICAN SUPERCONDUCTOR CORPORATION

 	 
	 	By:  	/s/ Gregory J. Yurek
 	 
	 	 	Gregory J. Yurek 	 
	 	 	Chief Executive Officer