**EXHIBIT 3.1**

 

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

ULTRATECH STEPPER, INC.

A Delaware corporation

(Pursuant to Sections 242 and 245

of the Delaware General Corporation Law)

 

ULTRATECHSTEPPER, INC., a corporation organized and existing under and by virtue of theGeneral Corporation Law of the State of Delaware, originally incorporated onSeptember 21, 1992, under the name UTS Acquisition Corporation, herebycertifies as follows:

 

ONE:  The Amended and Restated Certificate ofIncorporation of said corporation shall be further amended to read in full asfollows:

 

**ARTICLE I**

 

The name ofthe corporation is Ultratech Stepper, Inc.

 

**ARTICLE II**

 

The address ofthe registered office of this corporation in the State of Delaware is 32Loockerman Square, Suite L-100 in the City of Dover, County of Kent.  The name of its registered agent at suchaddress is The Prentice-Hall Corporation System, Inc.

 

**ARTICLE III**

 

The nature ofthe business or purposes to be conducted or promoted is to engage in any lawfulact or activity for which corporations may be organized under the GeneralCorporation Law of Delaware.

 

**ARTICLE IV**

 

Thiscorporation is authorized to issue two classes of stock to be designated commonstock (“Common Stock”) and preferred stock (“Preferred Stock”).  The number of shares of Common Stockauthorized to be issued is Twenty Million (20,000,000), par value $0.001 pershare, and the number of shares of Preferred Stock authorized to be issued isTwo Million (2,000,000), par value $0.001 per share.

 

The PreferredStock may be issued from time to time in one or more series, without furtherstockholder approval.  The Board ofDirectors is hereby authorized, in the resolution or resolutions adopted by theBoard of Directors providing for the issue of any wholly unissued series ofPreferred Stock, within the limitations and restrictions stated in this Amendedand Restated Certificate of Incorporation, to fix or alter the divided rights,dividend rate, conversion rights, voting rights, rights and terms of redemption(including sinking fund

 

----

 

provisions), the redemptionprice or prices, and the liquidation preferences of any wholly unissued seriesof Preferred Stock, and the number of shares constituting any such series andthe designation thereof, or any of them, and to increase or decrease the numberof shares of any series subsequent to the issue of shares of that series, butnot below the number of shares of such series then outstanding.  In case the number of shares of any seriesshall be so decreased, the shares constituting such decrease shall resume thestatus which they had prior to the adoption of the resolution originally fixingthe number of shares of such series.

 

**ARTICLE V**

 

Except asotherwise provided in this Amended and Restated Certificate of Incorporation,in furtherance and not in limitation of the powers conferred by statute, theBoard of Directors is expressly authorized to make, repeal, alter, amend, andrescind any or all of the Bylaws of this corporation.

 

**ARTICLE VI**

 

At each annualmeeting of stockholders, directors of the corporation shall be elected to holdoffice until the expiration of the term for which they are elected, and untiltheir successors have been duly elected and qualified; except that if any suchelection shall not be so held, such election shall take place at thestockholders’ meeting called and held in accordance with the Delaware GeneralCorporation Law.  The directors of thecorporation shall be divided into two classes as nearly equal in size as ispracticable, hereby designated Class I and Class II.  The term of office of the initial Class I directors shall expireat the next succeeding annual meeting of stockholders and the term of office ofthe initial Class II directors shall expire at the second succeeding annualmeeting of stockholders.  For thepurposes hereof, the initial Class I and Class II directors shall be thosedirectors so nominated and elected at the next annual meeting of stockholdersafter the filing of this Amended and Restated Certificate of Incorporation.  At each annual meeting of stockholdersthereafter, directors to replace those of a Class whose terms expire at suchannual meeting shall be elected to hold office until the second succeedingannual meeting and until their respective successors shall have been dulyelected and qualified.  If the number ofdirectors is hereafter changed, any newly created directorships or decrease indirectorships shall be so apportioned among the classes as to make all classesas nearly equal in number as is practicable.

 

The number ofdirectors which constitute the whole board of directors of the corporationshall be designated in the bylaws of the corporation.  Vacancies occurring on the board of directors for any reason maybe filled by vote of a majority of the remaining members of the board ofdirectors, although less than a quorum, at any meeting of the board ofdirectors.  A person so elected by theboard of directors to fill a vacancy shall hold office until the next succeedingannual meeting of stockholders of the corporation and until his or hersuccessor shall have been duly elected and qualified.

 

2

----

 

**ARTICLE VII**

 

Elections ofdirectors need not be by written ballot unless the Bylaws of this corporationshall so provide.

 

**ARTICLE VIII**

 

Meetings ofstockholders may be held within or without the State of Delaware, as the Bylawsmay provide.  The books of thiscorporation may be kept (subject to any provision contained in the statutes)outside the State of Delaware at such place or places as may designated fromtime to time by the Board of Directors or in the Bylaws of this corporation.

 

**ARTICLE IX**

 

A director ofthis corporation shall not be personally liable to this corporation or itsstockholders for monetary damages for breach of fiduciary duty as a director,except for liability (i) for any breach of the director’s duty of loyalty tothe corporation or its stockholders, (ii) under Section 174 of the DelawareGeneral Corporation Law, or (iii) for any transaction from which the directorderived any improper personal benefit. If the Delaware General Corporation Law is amended after approval by thestockholders of this Article IX to authorize corporation action further eliminatingor limiting the personal liability of directors, then the liability of adirector of this corporation shall be eliminated or limited to the fullestextent permitted by the Delaware General Corporation Law as so amended.

 

Any repeal ormodification of the foregoing provisions of this Article IX by the stockholdersof the corporation shall not adversely affect any right or protection of adirector of this corporation existing at the time of such repeal ormodification.

 

**ARTICLE X**

 

No actionrequired to be taken or which may be taken at any annual or special meeting ofthe stockholders of the corporation may be taken without a meeting, and thepower of stockholders to consent in writing, without a meeting, to the takingof any action is specifically denied.

 

**ARTICLE XI**

 

Thiscorporation reserves the right to amend, alter, change or repeal any provisioncontained in this Amended and Restated Certificate of Incorporation, in themanner now or hereafter prescribed by statute, and all rights conferred uponstockholders herein are granted subject to this reservation.

 

* * * *

 

3

----

 

TWO:  The Amended and Restated Certificate ofIncorporation as set forth above has been duly adopted by this corporation’sBoard of Directors and stockholders in accordance with the provisions ofSection 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESSWHEREOF, ULTRATECH STEPPER, INC. has caused its corporate seal to be hereuntoaffixed and this Amended and Restated Certificate of Incorporation to be signedby its President and attested to by its Secretary this 30th day ofSeptember, 1993.

 

 
|   | ULTRATECH  STEPPER, INC.          |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | /s/ Arthur W. Zafiropoulo         |
|   | Arthur W.  Zafiropoulo, President |

 

 
| ATTEST:                            |   |
|------------------------------------|--------|
|                               |   |
|                               |   |
| /s/ William G. Leunis              |   |
| William G.  Leunis, III, Secretary |   |

 

4

----