**Exhibit 3.1**
**RESTATED CERTIFICATE OF INCORPORATION**
**OF**
**STRATOS INTERNATIONAL, INC.**
**(Originally incorporated on April 12, 2000)**
**ARTICLE I**
     The name of the corporation is Stratos International, Inc. (hereinafterreferred to as the “Corporation”).
**ARTICLE II**
     The address of the registered office of the Corporation in the State ofDelaware is Corporation Trust Center, 1209 Orange Street, 19801, in the City ofWilmington, County of New Castle. The name of the registered agent of theCorporation at that address is The Corporation Trust Company.
**ARTICLE III**
     A. Purpose. Subject to the provisions of Section D of this Article III,the purpose of the Corporation is to engage in any lawful act or activity forwhich a corporation may be organized under the Delaware General Corporation Law(the “DGCL”).
     B. Definitions. For purposes of this Article III only, the followingterms shall have the following meanings:
     “Affiliate” of a Person shall mean any Person that directly, or indirectlythrough one or more intermediaries, controls, is controlled by, or is undercommon control with, the specified Person.
     “Control” for this purpose shall mean the possession, directly orindirectly, of the power to direct or cause the direction of the management andpolicies of a Person, whether through the ownership of voting securities, bycontract, or otherwise.
     “Corporate Opportunity” shall mean an investment or business opportunityor prospective economic advantage in which the Corporation could, but for theprovisions of this Article III, have an interest or expectancy.
     “Corporation” shall mean the Corporation and all corporations,partnerships, joint ventures, associations and other entities in which theCorporation beneficially owns (directly or indirectly) 50% or more of theoutstanding voting stock, voting power, partnership interests or similar votinginterests.
 

 

     “Parent” shall mean Methode Electronics, Inc., a Delaware corporation, andall corporations, partnerships, joint ventures, associations and other entities(other than the Corporation, as defined above) in which Parent beneficiallyowns (directly or indirectly) 50% or more of the outstanding voting stock,voting power, partnership interests or similar voting interests.
     “Person” shall mean an individual, corporation, partnership, limitedliability company, trust, unincorporated organization or other entity.
     C. Competing Activities. Except as otherwise expressly provided in awritten agreement between Parent and the Corporation:
      (i) Parent and its officers, directors, agents, stockholders andAffiliates may engage or invest in, independently or with others, anybusiness activity of any type or description, including withoutlimitation those that might be the same as or similar to theCorporation’s business;
      (ii) neither the Corporation, nor any other stockholder of theCorporation shall have any right in or to such business activities orventures or to receive or share in any income or proceeds derivedtherefrom; and
      (iii) to the extent required by applicable law in order toeffectuate the purpose of this provision, the Corporation shall have nointerest or expectancy, and specifically renounces any interest orexpectancy, in any such business activities or ventures.
     D. Corporate Opportunities.
      (i) If Parent (or, except as set forth below, any of its officers,directors, agents, stockholders or Affiliates) acquires knowledge of apotential transaction or matter which may be a Corporate Opportunity orotherwise is then exploiting any Corporate Opportunity, the Corporationshall have no interest in such Corporate Opportunity and no expectancythat such Corporate Opportunity be offered to it, any such interest orexpectancy being hereby renounced, so that, as a result of suchrenunciation, such Person, (a) shall have no duty to communicate orpresent such Corporate Opportunity to the Corporation, shall have theright to hold any such Corporate Opportunity for its (and its officers’,directors’, agents’, stockholders’ or Affiliates’) own account or torecommend, sell, assign or transfer such Corporate Opportunity to Personsother than the Corporation, and (b) shall not breach any fiduciary dutyas a stockholder of the Corporation or otherwise by reason of the factthat such Person pursues or acquires such Corporate Opportunity foritself, directs, sells, assigns or transfers such Corporate Opportunityto another Person, or does not communicate information regarding suchCorporate Opportunity to the Corporation.
      (ii) Notwithstanding the provisions of Section D(i) of this ArticleIII, the Corporation does not renounce any interest or expectancy it mayhave in any Corporate Opportunity that is offered to any person (a) whois an officer of the Corporation and who is also a director but not anofficer or employee of Parent; (b) who is a director but not an officerof the Corporation and who is also a director, officer or employee ofParent, if
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      such opportunity is expressly offered to such person in his or hercapacity as a director of the Corporation; or (c) who is an officer oremployee of Parent and an officer of the Corporation if such opportunityis 2 expressly offered to such person in his or her capacity as anofficer or employee of the Corporation.
      (iii) For purposes of this Article III only, a director of theCorporation who is Chairman of the Board of Directors of the Corporationor of a committee thereof shall not be deemed to be an officer of theCorporation by reason of holding such position (without regard to whethersuch position is deemed an office of the Corporation under the Bylaws ofthe Corporation), unless such person is a full-time employee of theCorporation.
      (iv) Anything in this Restated Certificate of Incorporation to thecontrary notwithstanding, (a) the initial clause of Section A, andSections B, C, D and E, of this Article III shall no longer be in effector operative, and can be eliminated from this Restated Certificate ofIncorporation, at such time as Parent ceases to beneficially own CommonStock representing at least 20% of the total voting power of all classesof outstanding capital stock of the Corporation entitled to vote in theelection of directors and no person who is a director or officer of theCorporation is also a director or officer of Parent; and (b) in additionto any vote of the stockholders required by law, until such time asParent ceases to beneficially own Common Stock representing at least 20%of the total voting power of all classes of outstanding capital stock ofthe Corporation entitled to vote in the election of directors, theaffirmative vote of the holders of more than 80% of the total votingpower of all such classes of outstanding capital stock of the Corporationshall be required to alter, amend or repeal in a manner adverse to theinterests of Parent, or adopt any provision adverse to the interests ofParent and inconsistent with, any provision of this Article III. Neitherthe alteration, amendment or repeal of this Article III nor the adoptionof any provision of this Restated Certificate of Incorporationinconsistent with this Article III shall eliminate or reduce the effectof this Article III in respect of any matter occurring, or any cause ofaction, suit or claim that, but for this Article III, would accrue orarise prior to such alteration, amendment, repeal or adoption.
     E. Notice to Holders. Any Person purchasing or otherwise acquiring anyinterest in shares of the capital stock of the Corporation shall be deemed tohave notice of and to have consented to the provisions of this Article III.
**ARTICLE IV**
     A. The total number of shares of capital stock which the Corporation shallhave authority to issue is 105,000,000, consisting of 100,000,000 shares ofcommon stock par value 0.01 per share (the “Common Stock”), and 5,000,000shares of preferred stock par value $0.01 per shares (the “Preferred Stock”).
     Immediately upon the filing of this Amendment to the Restated Certificateof Incorporation (the “Effective Time”) each ten (10) shares of the CommonStock, issued and outstanding immediately prior to the Effective Time (the “OldCommon Stock”), shall automatically, without further action on the part of theCorporation or any holder of Old Common Stock, be combined, converted,reclassified and changed into one (1) fully paid and
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nonassessable share of Common Stock (the “New Common Stock” and the“Reverse Stock Split”), subject to the treatment of fractional share interestsas described below. The combination and reclassification of the Old CommonStock into New Common Stock shall occur at the Effective Time regardless ofwhen the certificates representing such Old Common Stock are surrendered to theCorporation in exchange for certificates representing New Common Stock. Afterthe Effective Time, certificates representing the Old Common Stock shall, untilsurrendered to the Corporation in exchange for New Common Stock, represent thenumber of shares of New Common Stock into which such Old Common Stock shallhave been converted pursuant to this Amendment and the right to receive cash inlieu of any fractional share interest. No certificates representing fractionalshares of New Common Stock shall be issued in connection with the Reverse StockSplit. Holders who otherwise would be entitled to receive fractional shareinterests of New Common Stock shall be entitled to receive in lieu offractional shares and upon surrender to the Corporation’s transfer agent oftheir certificates representing Old Common Stock, duly endorsed, a cash paymentin an amount equal to the product calculated by multiplying (i) the closingsales price of the Company’s Common Stock on the trading day preceding theEffective Date as reported on the NASDAQ National Market or, if no such salesprice exists, the mid-range between the last bid and asked price on such dateby (ii) the number of shares of Old Common Stock held by such holder that wouldotherwise have been converted into a fractional share interest. Upon surrenderby a holder of Old Common Stock or a certificate or certificates for Old CommonStock, duly endorsed, to the Corporation’s transfer agent, the Corporationshall, as soon as practicable thereafter, issue and deliver to such holder ofOld Common Stock, a certificate or certificates for the number of shares of NewCommon Stock to which such holder shall be entitled as aforesaid together withcash in lieu of any fractional shares interest.
     B. The board of directors is authorized, subject to any limitationsprescribed by law, to provide for the issuance of shares of Preferred Stock inseries, and by filing a certificate pursuant to the applicable law of the Stateof Delaware (such certificate being hereinafter referred to as a “PreferredStock Designation”), to establish from time to time the number of shares to beincluded in each such series, and to fix the designation, powers, preferences,and rights of the 3 shares of each such series and any qualifications,limitations or restrictions thereof. The number of authorized shares ofPreferred Stock may be increased or decreased (but not below the number ofshares thereof then outstanding) by the affirmative vote of the holders of amajority of the Common Stock, without a vote of the holders of the PreferredStock, or of any series thereof, unless a vote of any such holders is requiredpursuant to the terms of any Preferred Stock Designation.
     C. Each outstanding share of Common Stock shall entitle the holder thereofto one vote on each matter properly submitted to the stockholders of theCorporation for their vote; provided, however, that, except as otherwiserequired by law, holders of Common Stock shall not be entitled to vote on anyamendment to this Restated Certificate of Incorporation (including anyCertificate of Designations relating to any series of Preferred Stock) thatrelates solely to the terms of one or more outstanding series of PreferredStock if the holders of such affected series are entitled, either separately ortogether as a class with the holders of one or more other such series, to votethereon pursuant to this Restated Certificate of Incorporation (including anyCertificate of Designations relating to any series of Preferred Stock).
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**ARTICLE V**
     The following provisions are inserted for the management of the businessand the conduct of the affairs of the Corporation, and for further definition,limitation and regulation of the powers of the Corporation and of its directorsand stockholders:
     A. The business and affairs of the Corporation shall be managed by orunder the direction of the board of directors. In addition to the powers andauthority expressly conferred upon them by statute or by this RestatedCertificate of Incorporation or the by-laws of the Corporation, the directorsare hereby empowered to exercise all such powers and do all such acts andthings as may be exercised or done by the Corporation.
     B. The directors of the Corporation need not be elected by written ballotunless the by-laws so provide.
     C. Effective at such time as Methode Electronics, Inc., a Delawarecorporation, ceases to be the beneficial owner of an aggregate of at least amajority of the then outstanding shares of Common Stock (the “Trigger Date”),any action required or permitted to be taken by the stockholders of theCorporation must be effected at a duly called annual or special meeting ofstockholders of the Corporation and may not be effected by any consent inwriting by such stockholders. Prior to the Trigger Date, unless otherwiseprovided by law, any action which may otherwise be taken at any meeting of thestockholders may be taken without a meeting and without prior notice, if awritten consent describing such actions is signed by the holders of outstandingshares having not less than the minimum number of votes which would benecessary to authorize or take such action at a meeting at which all sharesentitled to vote thereon were present and voted.
     D. Special meetings of stockholders of the Corporation may be called onlyby the Chairman of the Board or the President or by the board of directorsacting pursuant to a resolution adopted by a majority of the Whole Board. Forpurposes of this Certificate of Incorporation, the term “Whole Board” shallmean the total number of authorized directors whether or not there exist anyvacancies in previously authorized directorships.
**ARTICLE VI**
     A. Subject to the rights of the holders of any series of Preferred Stockto elect additional directors under specified circumstances, the number ofdirectors shall be fixed from time to time exclusively by the board ofdirectors pursuant to a resolution adopted by a majority of the Whole Board.The directors, other than those who may be elected by the holders of any seriesof Preferred Stock under specified circumstances, shall be divided into threeclasses, with the term of office of the first class (Class I) to expire at theCorporation’s first annual meeting of stockholders, the term of office of thesecond class (Class II) to expire at the Corporation’s second annual meeting ofstockholders and the term of office of the third class (Class III) to expire atthe Corporation’s third annual meeting of stockholders. At each annual meetingof stockholders, directors elected to succeed those directors whose termsexpire shall be elected for a term of office to expire at the third succeedingannual meeting of stockholders after their election.
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     B. Subject to the rights of the holders of any series of Preferred Stockthen outstanding, newly created directorships resulting from any increase inthe authorized number of directors or any vacancies in the board of directorsresulting from death, resignation, retirement, disqualification, removal fromoffice or other cause shall, unless otherwise provided by law or by resolutionof the board of directors, be filled only by a majority vote of the directorsthen in office, though less than a quorum, and directors so chosen shall holdoffice for a term expiring at the annual meeting of stockholders at which theterm of office of the class to which they have been chosen expires. No decreasein the authorized number of directors shall shorten the term of any incumbentdirector.
     C. Advance notice of stockholder nominations for the election of directorsand of business to be brought by stockholders before any meeting of thestockholders of the Corporation shall be given in the manner provided in theby-laws of the Corporation.
     D. Subject to the rights of the holders of any series of Preferred Stockthen outstanding, (i) prior to the Trigger Date, any directors, or the entireboard of directors, may be removed from office at any time, with or withoutcause, by the affirmative vote of the holders of at least a majority of all ofthe then-outstanding shares of capital stock of the Corporation entitled tovote generally in the election of directors, voting together as a single class,and (ii) on and after the Trigger Date, any directors, or the entire board ofdirectors, may be removed from office at any time, but only for cause and onlyby the affirmative vote of the holders of at least eighty percent (80%) of allof the then-outstanding shares of capital stock of the Corporation entitled tovote generally in the election of directors, voting together as a single class.
**ARTICLE VII**
     The board of directors is expressly empowered to adopt, amend or repealby-laws of the Corporation. Any adoption, amendment or repeal of the by-laws ofthe Corporation by the board of directors shall require the approval of amajority of the Whole Board. The stockholders shall also have power to adopt,amend or repeal the by-laws of the Corporation; provided, however, that, inaddition to any vote of the holders of any class or series of stock of theCorporation required by law or by this Restated Certificate of Incorporation,the affirmative vote of the holders of at least eighty percent (80%) of thevoting power of all of the then-outstanding shares of the capital stock of theCorporation entitled to vote generally in the election of directors, votingtogether as a single class, shall be required to adopt, amend or repeal anyprovision of the by-laws of the Corporation.
**ARTICLE VIII**
     A director of the Corporation shall not be personally liable to theCorporation or its stockholders for monetary damages for breach of fiduciaryduty as a director, except for liability (i) for any breach of the director’sduty of loyalty to the Corporation or its stockholders, (ii) for acts oromissions not in good faith or which involve intentional misconduct or aknowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for anytransaction from which the director derived an improper personal benefit. Ifthe DGCL is amended to authorize corporate action further eliminating orlimiting the personal liability of directors, then the liability of a directorof the Corporation shall be eliminated or limited to the fullest extentpermitted by the DGCL, as so amended.
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     Any repeal or modification of the foregoing paragraph by the stockholdersof the Corporation shall not adversely affect any right or protection of adirector of the Corporation existing at the time of such repeal ormodification.
     All references in this Article VIII to a director shall also be deemed torefer to any such director acting in his or her capacity as a ContinuingDirector and pursuant to Article IX hereof.
**ARTICLE IX**
     The board of directors is expressly authorized to cause the Corporation toissue rights pursuant to Section 157 of the DGCL and, in that connection, toenter into any agreements necessary or convenient for such issuance. Any suchagreement may include provisions limiting, in certain circumstances, theability of the board of directors of the Corporation to redeem the securitiesissued pursuant thereto or to take other action thereunder or in connectiontherewith unless there is a specified number or percentage of ContinuingDirectors then in office. Pursuant to Section 141(a) of the DGCL, theContinuing Directors shall have the power and authority to make all decisionsand determinations, and exercise or perform such other acts, that any suchagreement provides that such Continuing Directors shall make, exercise orperform. For purposes of this Article IX and any such agreement, the term,“Continuing Directors,” shall mean (1) those directors who were members of theboard of directors of the Corporation at the time the Corporation entered intosuch agreement and any director who subsequently becomes a member of the boardof directors, if such director’s nomination for election to the board ofdirectors is recommended or approved by the majority vote of the ContinuingDirectors then in office or (2) such members of the board of directorsdesignated in, or in the manner provided in, such agreement as ContinuingDirectors.
**ARTICLE X**
     The Corporation reserves the right to amend or repeal any provisioncontained in this Restated Certificate of Incorporation in the mannerprescribed by the laws of the State of Delaware and all rights conferred uponstockholders are granted subject to this reservation; provided, however, that,notwithstanding any other provision of this Restated Certificate ofIncorporation or any provision of law that might otherwise permit a lesser voteor no vote, but in addition to any vote of the holders of any class or seriesof the stock of this corporation required by law or by this RestatedCertificate of Incorporation, the affirmative vote of the holders of at leasteighty percent (80%) of the voting power of all of the then-outstanding sharesof the capital stock of the Corporation entitled to vote generally in theelection of Directors, voting together as a single class, shall be required toamend or repeal this Article X, Sections C or D of Article V, Article VI,Article VII, Article VIII or Article IX.
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