OVTI (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

January 28, 2016

OMNIVISION TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

4275 Burton Drive

Santa Clara, California 95054

(Address of principal executive offices, including zip code)

(408) 567-3000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

On January 28, 2016, Seagull International Limited (“Investor”), a wholly owned subsidiary of Seagull Investment Holdings Limited (“Investor Parent”), consummated the acquisition of OmniVision Technologies, Inc. (“OmniVision”) pursuant to the terms of that certain Agreement and Plan of Merger, dated April 30, 2015, as amended by Amendment No. 1, dated as of October 30, 2015 (as amended, the “Merger Agreement”), by and among OmniVision, Investor and Seagull Acquisition Corporation, a wholly owned subsidiary of Investor (“Acquisition Sub”). Pursuant to the terms of the Merger Agreement, Acquisition Sub merged with and into OmniVision (the “Merger”), with OmniVision surviving as a wholly owned subsidiary of Investor. Investor, Investor Parent and Acquisition Sub were formed on behalf of affiliates of Hua Capital Management Co., Ltd., CITIC Capital Holdings Limited and Goldstone Investment Co., Ltd. (collectively, the “Sponsors”). The foregoing description of the Merger and the Merger Agreement is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to OmniVision’s Form 8-K covering Items 1.01 and 9.01, filed on April 30, 2015, and an amendment of which is attached as Exhibit 2.1 to OmniVision’s Form 8-K covering Items 1.01, 8.01 and 9.01, filed November 3, 2015, in each case, incorporated herein by reference.

Section 2 — Financial Information

Item 2.01.    Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note and Items 3.03, 5.01 and 5.03 is incorporated herein by reference.

At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.001 per share, of OmniVision (“Company Common Stock”) outstanding immediately prior to such time (other than shares of Company Common Stock owned by Investor, Acquisition Sub or OmniVision (including any such shares held in the treasury of OmniVision) or by any direct or indirect wholly owned subsidiary of Investor, Acquisition Sub or OmniVision (“Cancelled Company Shares”)) was cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $29.75 per share (without interest and subject to deduction for any required withholding tax) (the “Merger Consideration”).

At the Effective Time, each outstanding option to purchase shares of Company Common Stock (each, a “Company Option”) that (i) was unvested and outstanding as of immediately prior to the Effective Time, or (ii) was vested and outstanding as of immediately prior to the Effective Time and (A) had a per share exercise price greater than or equal to the Merger Consideration, and (B) was held by an employee, director or consultant of OmniVision who was providing services to OmniVision as of immediately prior to the Effective Time (each such Company Option, a “Vested Out-of-the-Money Option”) was assumed and converted into an option to purchase, on the same terms and conditions as were applicable to such Company Option immediately prior to the Effective Time, the number of shares of Investor Parent equal to the number of shares of Company Common Stock issuable upon exercise of such Company Option immediately prior to the Effective Time, at an exercise price per share of Investor Parent determined by subtracting from the original per-share exercise price of the Company Option the difference between the Merger Consideration and the fair market value of a share of Investor Parent as of the Effective Time, with the result rounded up to the nearest whole cent (each such option, an “Investor Parent Option”), in each case, subject to and upon the conditions set forth in the Merger Agreement. Each Company Option that was vested and outstanding as of immediately prior to the Effective Time (other than a Vested Out-of-the-Money-Option) was cancelled and terminated as of the Effective Time, and each holder of each such Company Option received an amount in cash (without interest and subject to deduction for any required withholding tax), if any, equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock that were issuable upon exercise of such vested Company Option immediately prior to the Effective Time, by (y) the excess of the amount of the Merger Consideration less the per share exercise price of such Company Option, subject to and upon the conditions set forth in the Merger Agreement.

At the Effective Time, (i) each outstanding restricted stock unit of OmniVision (each, a “Company Restricted Stock Unit”) granted on or after April 30, 2015 and outstanding as of immediately prior to the Effective Time was assumed and converted into rights with respect to shares of Investor Parent, with each such Company Restricted Stock Unit representing the right to receive shares of Investor Parent upon settlement of such Company Restricted Stock Unit upon vesting, with the number of shares of Investor Parent subject to each award of Company Restricted Stock Units determined by multiplying the number of shares of Company Common Stock subject to the award by the quotient obtained by dividing the Merger Consideration by the fair market value of a share of Investor Parent as of the Effective Time, rounded down to the nearest whole share, and (ii) each outstanding Company Restricted Stock Unit granted prior to April 30, 2015 and outstanding as of immediately prior to the Effective Time (“Cancelled RSU”) was not assumed and was cancelled and terminated and automatically converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock issuable upon settlement of such Cancelled RSU immediately prior to the Effective Time, by (y) the amount of the Merger Consideration, in each case, subject to and upon the conditions set forth in the Merger Agreement.

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The foregoing summary is not complete and is subject to, and qualified in its entirety by reference to, the full text of  the Merger Agreement, a copy of which is attached as Exhibit 2.1 to OmniVision’s Form 8-K covering Items 1.01 and 9.01, filed on April 30, 2015, and an amendment of which is attached as Exhibit 2.1 to OmniVision’s Form 8-K covering Items 1.01, 8.01 and 9.01, filed November 3, 2015, in each case, incorporated herein by reference.

Section 3 — Securities and Trading Markets

Item 3.01.     Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and Item 2.01 is incorporated herein by reference.

On January 28, 2016, in connection with the consummation of the Merger, OmniVision notified the NASDAQ Global Select Market (“NASDAQ”) of the completion of the Merger, and requested that trading in Company Common Stock be halted before the opening of the market, and suspended effective as of the close of business of NASDAQ, on January 28, 2016, and that Company Common Stock be withdrawn from listing on NASDAQ. OmniVision also requested that NASDAQ file a delisting application on Form 25 with the Securities and Exchange Commission (the “SEC”) to report the delisting of Company Common Stock from NASDAQ. By operation of law, the delisting will be effective 10 days following the filing of the Form 25.

OmniVision intends to file with the SEC a certification and notice of termination on Form 15 with respect to Company Common Stock, requesting that Company Common Stock be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the reporting obligations of OmniVision with respect to Company Common Stock under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03.   Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Items 2.01 and 5.01 is incorporated herein by reference.

As a result of the Merger, each share of Company Common Stock (other than Cancelled Company Shares) was cancelled and extinguished and automatically converted into the right to receive the Merger Consideration. Accordingly, at the Effective Time, OmniVision’s stockholders immediately before the Effective Time ceased to have any rights in OmniVision as stockholders, other than their right to receive the Merger Consideration.

Section 5 — Corporate Governance and Management

Item 5.01.    Changes in Control of Registrant.

The information set forth in the Introductory Note and Items 2.01 and 5.02 is incorporated herein by reference.

In connection with the Merger and at the Effective Time, a change of control of OmniVision occurred and OmniVision became a wholly owned subsidiary of Investor. The transaction is valued at approximately $1.9 billion, net of cash acquired. The transaction was funded by equity contributions from the Sponsors and from third party debt financing provided by Bank of China Limited, Macau Branch, and China Merchants Bank Co., Ltd.

Item 5.02.           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement.

The information set forth in the Introductory Note and Item 2.01 is incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, effective as of the Effective Time, each of the members of the Board of Directors of OmniVision, Shaw Hong, Dwight Steffensen, Joseph Jeng, Dr. Henry Yang and William Hsu, ceased to be directors of OmniVision, and the sole director of Acquisition Sub, Chan Kai Kong, became the sole director of OmniVision (as the surviving corporation).  Immediately following the Effective Time, Chan Kai Kong voluntarily resigned as the sole director of OmniVision and, pursuant to resolutions adopted by Investor as the sole stockholder of OmniVision in accordance with the bylaws of the surviving corporation, each of Zhen Ji, Yue Liu and Jijun Zhang was appointed as a director of OmniVision (as the surviving corporation), to hold office in accordance with the certificate of incorporation and bylaws of the surviving corporation until the earlier of (i) the next election of directors and until such director’s successor is elected and qualified or (ii) until the director’s death, resignation, or removal from office.

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Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note and Item 2.01 is incorporated herein by reference.

Pursuant to the Merger Agreement, at the Effective Time, OmniVision’s Amended and Restated Certificate of Incorporation was amended and restated in its entirety to be substantially identical to the certificate of incorporation of Acquisition Sub as in effect immediately prior to the Effective Time, except that the name of the company was amended to be “OmniVision Technologies, Inc.,” and OmniVision’s Amended and Restated Bylaws were amended to be substantially identical to the bylaws of Acquisition Sub as in effect immediately prior to the Effective Time, except that (i) the name of the company was amended to be “OmniVision Technologies, Inc.,” (ii) the indemnification provisions were amended pursuant to the terms of the Merger Agreement, (iii) the fiscal year was amended to match the fiscal year of OmniVision and (iv) the provisions concerning directors and officers were amended to reflect the post-Merger director and officer composition. Copies of the amended and restated certificate of incorporation and bylaws of OmniVision are attached as Exhibits 3.1 and 3.2, respectively, hereto and are incorporated herein by reference.

Section 8 — Other Events

Item 8.01                                          Other Events

In connection with the consummation of the Merger, on January 28, 2016, OmniVision and the Sponsors issued a joint press release announcing the completion of the Merger, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01.                                       Financial Statements and Exhibits.

(d)          Exhibits.

*Schedules and annexes have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or annex will be furnished separately to the Securities and Exchange Commission upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

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EXHIBIT INDEX

*Schedules and annexes have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or annex will be furnished separately to the Securities and Exchange Commission upon request.

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Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
OMNIVISION TECHNOLOGIES, INC.

(a Delaware corporation)

ARTICLE ONE

The name of the Company is OmniVision Technologies, Inc.

ARTICLE TWO

The registered office of the Company in the State of Delaware is located at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the name of the registered agent whose office address will be the same as the registered office is The Corporation Trust Company.

ARTICLE THREE

The purpose of the Company is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law.

ARTICLE FOUR

The total number of shares of capital stock that the Company has authority to issue is one hundred (100) shares, which will be designated Common Stock, par value $1.00 per share.

ARTICLE FIVE

Unless, and except to the extent that, the Bylaws of the Company (the “Bylaws”) so require, the election of directors need not be by written ballot.

ARTICLE SIX

The board of directors of the Company (the “Board of Directors”) may from time to time adopt, amend or repeal the Bylaws, subject to the power of the stockholders to adopt any Bylaws or to amend or repeal any Bylaws adopted, amended or repealed by the Board of Directors.

ARTICLE SEVEN

To the fullest extent that the Delaware General Corporation Law as it exists on the date hereof or as it may hereafter be amended permits the limitation or elimination of the liability of directors, no director will be liable to the Company or its stockholders for monetary damage for breach of fiduciary duty as a director.  Any repeal or amendment of this Article will not adversely affect any limitation on the personal liability or alleged liability of a director arising from an act or omission of that director occurring prior to the time of such repeal or amendment.

ARTICLE EIGHT

The directors shall have powers without the assent or vote of the stockholders to fix and vary the amount to be reserved for any proper purpose; to authorize and cause to be executed mortgages and liens upon all or any part of the property of the Company; to determine the use and disposition of any surplus or net profits; and to fix the times for the declaration and payment of dividends.

ARTICLE NINE

The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Company which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and as binding upon the Company and upon all the stockholders as though it had been approved or ratified by every stockholder of the Company, whether or not the contract or act would otherwise be open to legal attack because of directors’ interest, or for any other reason.

ARTICLE TEN

In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Company; subject, nevertheless, to the provisions of the statutes of Delaware, of this certificate, and to any bylaws from time to time made by the stockholders; provided, however, that no bylaws so made shall invalidate any prior act of the directors which would have been valid if such bylaw had not been made.

ARTICLE ELEVEN

The Company shall, to the full extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

ARTICLE TWELVE

Section 203 of the General Corporation Law of the State of Delaware shall not apply to the Company.

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Exhibit 3.2

BYLAWS

OF

OMNIVISION TECHNOLOGIES, INC.

A Delaware Corporation

TABLE OF CONTENTS

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(continued)

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BYLAWS

OF

OMNIVISION TECHNOLOGIES, INC.

A Delaware Corporation

PREAMBLE

The bylaws of the Company (“Bylaws”) are subject to, and governed by, the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”) and the certificate of incorporation of OmniVision Technologies, Inc., a Delaware corporation (the “Company”).  In the event of a direct conflict between the provisions of these Bylaws and the mandatory provisions of the Delaware General Corporation Law or the provisions of the certificate of incorporation of the Company (the “Certificate of Incorporation”), such provisions of the Delaware General Corporation Law or the Certificate of Incorporation, as the case may be, will be controlling.

ARTICLE ONE:  OFFICES

1.1                               Registered Office and Agent.  The registered office and registered agent of the Company will be as designated from time to time by the appropriate filing by the Company in the office of the Secretary of State of the State of Delaware.

1.2                               Other Offices.  The Company may also have offices elsewhere, both within and without the State of Delaware, as the board of directors of the Company (the “Board of Directors”) may from time to time determine or as the business of the Company may require.

ARTICLE TWO:  STOCKHOLDERS

2.1                               Annual Meeting.  An annual meeting of stockholders of the Company (the “Stockholders”) will be held each calendar year on the date and at the time and place as designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice of such meeting.  If the date chosen for the meeting is a legal holiday, then the meeting will be held on the following business day, at the time specified in the notice or waiver of notice of the meeting.  At such meeting, the Stockholders will elect directors and transact such other business as may properly be brought before the meeting.

2.2                               Special Meeting.  A special meeting of the Stockholders may be called at any time by the chairman of the board of the Company (the “Chairman of the Board”), the chief executive officer of the Company (the “Chief Executive Officer”), the Board of Directors, or the Stockholders of not less than ten percent of all shares entitled to vote at such meeting.  The date, time and place of the special meeting are to be designated by the person(s) calling the meeting and must be stated in the notice of the special meeting or in a duly executed waiver of notice of

such meeting.  Only the business stated or indicated in the notice of the special meeting or in a duly executed waiver of notice of the meeting may be conducted at the special meeting.

2.3                               Place of Meetings.  Meetings of Stockholders will be held at the principal office of the Company unless another place, within or outside the state of Delaware, is designated for meetings in the manner provided in Sections 2.1 and 2.2.

2.4                               Notice.  Except as otherwise provided by law, written or printed notice stating the place, day and time of each meeting of the Stockholders and, in case of a special meeting, the purpose(s) for which the meeting is called, must be delivered not less than ten nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the Chief Executive Officer, the president of the Company (the “President”), the secretary of the Company (the “Secretary”) or the officer or person(s) calling the meeting, to each Stockholder of record entitled to vote at the meeting.  If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the Stockholder at such Stockholder’s address as it appears on the Company records.

2.5                               Voting List.  At least ten days before each meeting of Stockholders, the secretary or other officer of the Company who has charge of the Company’s stock ledger must prepare a complete list of Stockholders entitled to vote at the meeting, arranged in alphabetical order, with the address of each Stockholder and number of shares registered in the name of each Stockholder.  For a period of ten days prior to such meeting, the list must be kept on file at a place within the city where the meeting is to be held, which place must be specified in the notice of meeting or a duly executed waiver of notice of such meeting or, if not specified in the notice, at the place where the meeting is to be held.  The voting list will be open to examination by any Stockholder during ordinary business hours.  The list must also be produced at the meeting and kept there at all times during the meeting and may be inspected by any Stockholder present.  The stock ledger is the only evidence as to who are the Stockholders entitled to examine the list.

2.6                               Voting of Shares.  Treasury shares, shares of the Company’s own capital stock belonging to it or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Company, are neither entitled to vote nor be counted for quorum purposes.  Nothing in this section is to be construed as limiting the right of the Company to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.  All persons holding Company stock in a fiduciary capacity are entitled to vote the shares so held.  Persons whose stock is pledged are entitled to vote, unless in the transfer by the pledgor on the books of the Company, the pledgor has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or the pledgee’s proxy, may represent such stock and vote thereon.

2.7                               Quorum.  The holders of a majority of the outstanding shares entitled to vote on a matter, present in person or by proxy, will constitute a quorum at any meeting of Stockholders, except as otherwise provided by law, the Certificate of Incorporation or these Bylaws.  If a quorum is not present, in person or by proxy, at any meeting of Stockholders, the Stockholders entitled to vote at the meeting and who are present, in person or by proxy, may adjourn the meeting.  If no Stockholder entitled to vote is present, any officer of the Company may adjourn the meeting without notice other than announcement at the meeting (unless the Board of

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Directors, after such adjournment, fixes a new record date for the adjourned meeting), until a quorum is present, in person or by proxy.  At any adjourned meeting at which a quorum is present, in person or by proxy, any business may be transacted which may have been transacted at the original meeting had a quorum been present; provided that, if the adjournment is for more than 30 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting must be given to each Stockholder of record entitled to vote at the adjourned meeting.

2.8                               Required Vote; Withdrawal of Quorum.  Directors of the Company are to be elected at a Stockholders meeting at which a quorum is present, by a plurality of the votes of the shares entitled to vote on the election of directors and present in person or represented by proxy.  In all other matters, except the election of directors and those otherwise provided by law, the Certificate of Incorporation or these Bylaws, the affirmative vote of the majority of shares present in person or represented by proxy at a meeting at which a quorum is present, and entitled to vote on the subject matter, will be the act of the Stockholders.  The Stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Stockholders to leave less than a quorum.

2.9                               Method of Voting; Proxies.  Except as otherwise provided in the Certificate of Incorporation or by law, each outstanding share is entitled to one vote on each matter submitted to a vote at a Stockholders meeting.  Elections of directors need not be by written ballot.  At any Stockholders meeting, every Stockholder having the right to vote or to express consent or dissent to corporate action in writing without a meeting may do so either in person or by a proxy executed in writing by the Stockholder or by such Stockholder’s duly authorized attorney-in-fact, or any other means permitted by law.  No proxy will be valid after three years from the date of its execution, unless otherwise provided in the proxy.  If no date is stated in a proxy, such proxy will be presumed to have been executed on the date of the meeting at which it is to be voted.  Each proxy will be revocable unless it expressly provides that it is irrevocable and is coupled with an interest sufficient in law to support an irrevocable power or is otherwise made irrevocable by law.

2.10                        Record Date.

(a)                                 Meetings of Stockholders.  In order that the Company may determine the Stockholders entitled to notice of or to vote at any meeting of Stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date may not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date may not be more than 60 nor less than ten days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining Stockholders entitled to notice of or to vote at a meeting of Stockholders will be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of Stockholders of record entitled to notice of or to vote at a meeting of Stockholders will apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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(b)                                 Action Without a Meeting.  In order that the Company may determine the Stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date may not precede the date upon which the resolution fixing the record is adopted by the Board of Directors, and which date may not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.  If no record date has been fixed by the Board of Directors, the record date for determining Stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by law, will be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its registered office in this State, its principal place of business or an officer or agent of the Company having custody of the book in which proceedings of meetings of Stockholders are recorded.  Delivery made to the Company’s registered office must be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the Board of Directors, and prior action by the Board of Directors is required by law, the record date for determining Stockholders entitled to consent to corporate action in writing without a meeting will be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)                                  Dividends, Distributions, Other Actions.  In order for the Company to determine the Stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the Stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date may not precede the date upon which the resolution fixing the record date is adopted, and which record date may not be more than 60 days prior to such action.  If no record date is fixed, the record date for determining Stockholders for any such purpose will be at the close of business on the day of which the Board of Directors adopts the resolution relating thereto.

2.11                        Conduct of Meeting.  The Chairman of the Board, if such office has been filled, and, if not or if the Chairman of the Board is absent or otherwise unable to act, the President will preside at all meetings of Stockholders.  The Secretary will keep the records of each meeting of Stockholders.  In the absence or inability to act of any such officer, the officer’s duties must be performed by the officer given the authority to act for the absent or non-acting officer under these Bylaws or by some person(s) appointed at the meeting.

2.12                        Consent of Stockholders in Lieu of Meeting.  Except as otherwise provided by law or by the Certificate of Incorporation, any action required to be taken, or which may be taken, by law, the Certificate of Incorporation or these Bylaws, at any annual or special meeting of Stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent(s) in writing, setting forth the action taken, is signed by the holders of shares of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted, provided that (a) such consent is executed and delivered in a manner consistent with Delaware law and (b) prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent is given to those Stockholders who have not consented in writing.

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ARTICLE THREE:  DIRECTORS

3.1                               Management.  The business and affairs of the Company will be managed by and under the Board of Directors.  Subject to the restrictions imposed by law, the Certificate of Incorporation or these Bylaws, the Board of Directors may exercise all the powers of the Company.

3.2                               Number; Election; Term; Qualification.  The number of directors which constitutes the entire Board of Directors may not be less than one.  The number of directors which constitutes the entire Board of Directors will be determined by resolution of the Board of Directors or by resolution of the Stockholders at the annual meeting or at a special meeting called for that purpose.  Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, at any meeting of Stockholders at which directors are to be elected, directors shall be elected in accordance with the provisions for election of directors set forth in Section 2.8, supra.  Each director shall hold office until the earlier of (i) the next election of directors and until such director’s successor is elected and qualified or (ii) until the director’s death, resignation, or removal from office.  No director need be a Stockholder of the Company or a Delaware resident.  Acceptance of the office of director may be expressed orally or in writing.

3.3                               Change in Number.  A decrease in the number of directors constituting the entire Board of Directors will not have the effect of shortening the term of any incumbent director.

3.4                               Removal and Resignation.  At any meeting of Stockholders or, whenever permitted by law and the Certificate of Incorporation, without a meeting by their written consents thereto, any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote on the election of directors; provided, however, that if the Stockholders have the right to cumulate votes in the election of directors pursuant to the Certificate of Incorporation, if less than the entire Board of Directors is to be removed, no one of the directors may be removed without cause if the votes cast against such director’s removal would be sufficient to elect the director if then cumulatively voted at an election of the entire Board of Directors.

Any director may resign at any time.  The resignations must be made in writing and will take effect at the time specified therein, or if no time is specified, at the time of its receipt by the Chairman of the Board, if any, the Chief Executive Officer, the President or the Secretary.  The acceptance of a resignation will not be necessary to make it effective, unless expressly so provided in the resignation.

3.5                               Vacancies.  Vacancies and newly-created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.  Each director so chosen will hold office until the earlier of (i) the next election of directors and until the director’s successor is elected and qualified or (ii) until the director’s death, resignation or removal from office.  If there are no directors in office, an election of directors may be held in the manner provided by statute.  If, at the time of filling any vacancy or any newly-created directorship, the directors then in office constitute less than a majority of the whole Board of Directors (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any

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Stockholder(s) holding at least 10% of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly-created directorships or to replace the directors chosen by the directors then in office.  Except as otherwise provided in these Bylaws, when one or more directors resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, will have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation(s) become effective, and each director so chosen will hold office as provided in these Bylaws with respect to the filling of other vacancies.

3.6                               Place of Meetings.  The Board of Directors may hold its meetings and may have an office(s) in such place(s), within or outside the State of Delaware, as the Board of Directors may from time to time determine or as is specified in the notice of such meeting or duly executed waiver of notice of such meeting.

3.7                               First Meeting.  Each newly elected Board of Directors may hold its first organizational meeting, if a quorum is present, immediately after and at the same place as the annual meeting of Stockholders.  Notice of such meeting is not necessary.

3.8                               Regular Meetings.  Regular meetings of the Board of Directors may be held without notice at such times and places as designated from time to time by resolution of the Board of Directors and communicated to all directors.

3.9                               Special Meetings; Notice.  Special meetings of the Board of Directors will be held whenever called by the Chairman of the Board, the Chief Executive Officer, the President or any director.  The Secretary must give notice or the person calling the special meeting must cause notice to be given of each special meeting to each director at least one day before the meeting.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.  Unless limited by law, by the Certificate of Incorporation or by the Bylaws, any and all business may be transacted at any special meeting of directors.

3.10                        Quorum; Majority Vote.  At all meetings of the Board of Directors, a majority of the directors fixed in the manner provided in these Bylaws will constitute a quorum for the transaction of business.  If a quorum is not present at a meeting, the chairman of the meeting or a majority of the directors present or any director solely present may adjourn the meeting, without further notice other than an announcement at the meeting until a quorum is present.  At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.  Unless the act of a greater number is required by law, the Certificate of Incorporation or these Bylaws, the act of a majority of the directors present at a meeting at which a quorum is in attendance will be the act of the Board of Directors.  At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.At any time that the Certificate of Incorporation provides that directors elected by the holders of a class or series of stock will have more or less than one vote per director on any matter, every reference in these Bylaws to a majority or other proportion of directors will refer to a majority or other proportion of the votes of such directors.

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3.11                        Order of Business.  At meetings of the Board of Directors, business shall be transacted in such order as the Board of Directors may determine.  The Chairman of the Board, if any, and, if none or if the Chairman of the Board is absent or otherwise unable to act, the President is to preside at all meetings of the Board of Directors.  In the absence or inability to act of either officer, a chairman is to be chosen by the Board of Directors from among the directors present.  The Secretary is to act as the secretary of each meeting of the Board of Directors unless the Board of Directors appoints another person to act as secretary of the meeting.  The regular minutes of the proceedings must be placed in the minute book of the Company.

3.12                        Presumption of Assent.  A director of the Company who is present at any meeting of the Board of Directors at which action on any Company matter is taken will be presumed to have assented to the action unless the director’s dissent is entered in the minutes of the meeting or unless the director files a written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or forwards any dissent by certified or registered mail to the Secretary immediately after the adjournment of the meeting.  Such right to dissent does not apply to a director who voted in favor of such action.

3.13                        Compensation.  The Board of Directors has the authority to fix the compensation, including fees and reimbursement of expenses, paid to directors for attendance at regular or special meetings of the Board of Directors or any committee thereof; provided, however, that nothing contained herein be construed to preclude any director from serving the Company in any other capacity or receiving compensation therefor.

3.14                        Action Without a Meeting.  Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing(s) are filed with the minutes of proceedings of the Board, or committee.  Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.  Any person (whether or not then a director) may provide, whether through instruction to an agent or otherwise, that a consent to action shall be effective at a future time (including a time determined upon the happening of an event), no later than 60 days after such instruction is given or such provision is made and such consent shall be deemed to have been given at such effective time so long as such person is then a director and did not revoke the consent prior to such time.  Any such consent shall be revocable prior to its becoming effective.

ARTICLE FOUR:  COMMITTEES

4.1                               Designation.  The Board of Directors may, by resolution adopted by a majority of the entire Board of Directors, designate one or more committees.

4.2                               Number; Qualification; Term.  Each committee will consist of one or more directors appointed by resolution adopted by a majority of the entire Board of Directors.  The Board of Directors may designate one or more directors as alternate members of any committee.  Any such alternate member may replace any absent or disqualified member at any meeting of the

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committee.  If no alternate committee members have been so appointed to a committee or each alternate committee member is absent or disqualified, the member(s) of the committee present at any meeting and not disqualified from voting, whether or not a quorum is present, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  The number of committee members may be increased or decreased by resolution adopted by a majority of the entire Board of Directors.  Each committee member shall serve as such until the earliest of (a) the expiration of such committee member’s term as director, (b) the committee member’s resignation as a committee member or as a director, or (c) the committee member’s removal as a committee member or as a director.

4.3                               Authority.  Each committee, to the extent expressly provided in the resolution establishing such committee, will have and may exercise all of the authority of the Board of Directors in the management of the business and property of the Company except to the extent expressly restricted by law, the Certificate of Incorporation or these Bylaws.  A committee of the Board of Directors may be given the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to the Delaware General Corporation Law.

4.4                               Committee Changes.  The Board of Directors will have the power at any time to fill vacancies in, to change the membership of, and to discharge any committee.

4.5                               Regular Meetings.  Regular meetings of any committee may be held without notice at such time and place as may be designated by the committee and communicated to all its members.

4.6                               Special Meetings.  Special meetings of any committee may be held whenever called by any committee member.  The committee member calling any special meeting must cause notice of such special meeting, including the time and place of such special meeting, to be given to each committee member at least one day before the meeting.  Neither the business to be transacted at, nor the purpose of, any special meeting of any committee need be specified in the notice or waiver of notice of the special meeting.

4.7                               Quorum; Majority Vote.  At meetings of any committee, a majority of the number of members designated by the Board of Directors will constitute a quorum for the transaction of business.  If a quorum is not present at a meeting of any committee, a majority of the members present may adjourn the meeting, without notice, other than an announcement at the meeting, until a quorum is present.  The act of a majority of the members present at any meeting at which a quorum is in attendance will be the act of the committee, unless the act of a greater number is required by law, the Certificate of Incorporation or these Bylaws.

4.8                               Minutes.  The minutes of the proceedings of each committee must be prepared and the committee must report the minutes to the Board of Directors upon the request of the Board of Directors.  The minutes of the proceedings of each committee must be delivered to the Secretary for placement in the Company’s minute books.

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4.9                               Compensation.  Committee members may, by resolution of the Board of Directors, be allowed a stated salary or a fixed sum and expenses of attendance, if any, for attending any committee meetings.

4.10                        Responsibility.  The designation of any committee and the delegation of authority to it will not operate to relieve the Board of Directors or any director of any responsibility imposed upon it or any director by law.

ARTICLE FIVE:  GENERAL PROVISIONS RELATING TO MEETINGS

5.1                               Notice.  Whenever by law, the Certificate of Incorporation or these Bylaws, notice is required to be given to any committee member, director or Stockholder and no provision is made as to how such notice must be given, any such notice may be given (a) in person, (b) in writing, by mail, postage prepaid, addressed to such committee member, director or Stockholder at such person’s address as it appears on the books or, in the case of a Stockholder, the stock transfer records of the Company or (c) by any other method permitted by law.  Any notice required or permitted to be given by mail will be deemed to be given at the time it is deposited in the United States mail.  Any notice required or permitted to be given by overnight courier service will be deemed to be given at the time delivered to such service with all charges prepaid and properly addressed.  Any notice required or permitted to be given by telegram, telex or telefax will be deemed to be given at the time transmitted with all charges prepaid and properly addressed.

5.2                               Waiver of Notice.  Whenever by law, the Certificate of Incorporation or these Bylaws, any notice is required to be given to any Stockholder, director or committee member, a waiver thereof in writing signed by the person(s) entitled to such notice, whether before or after the time notice should have been given, will be equivalent to the giving of such notice.  Attendance of a Stockholder, director or committee member at a meeting will constitute a waiver of notice of such meeting, except where such person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

5.3                               Telephone and Similar Meetings.  Stockholders, directors or committee members may participate in meetings and hold meetings by means of conference telephone or similar communications equipment by means of which all persons participating in the meetings can hear each other.  Participation in such a meeting will constitute presence in person at the meeting, except where a person participates for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE SIX:  OFFICERS

6.1                               Number; Titles; Election; Term of Office.  The officers of the Company will be a Chief Executive Officer, a President, a Secretary and any other officers as the Board of Directors may from time to time elect or appoint, including, but not limited to, a Chairman of the Board and one or more vice presidents (the “Vice President(s)”).  Unless otherwise specified by these Bylaws or by resolution of the Board of Directors, at the first meeting of the Board of Directors

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after each annual meeting of Stockholders at which a quorum is present, the Board of Directors shall elect the officers.  Each officer will hold office until such officer’s successor has been duly elected and qualified, until such officer’s death or until such officer resigns or has been removed in the manner provided here.  Any two or more offices may be held by the same person.  None of the officers need be a Stockholder or Company director.

6.2                               Removal and Resignation.  Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal will be without prejudice to the contract rights, if any, of the person removed.  Election or appointment of an officer or agent will not of itself create contract rights.  An officer may resign at any time upon written notice to the Company.  The acceptance of a resignation will not be necessary to make it effective unless so provided in the resignation.

6.3                               Vacancies.  Any vacancy occurring in any office of the Company may be filled by the Board of Directors.

6.4                               Authority.  Officers will have the authority and perform such duties in the management of the Company as provided in these Bylaws or as may be determined by resolution of the Board of Directors not inconsistent with these Bylaws.

6.5                               Compensation.  The compensation, if any, of officers and agents will be fixed from time to time by the Board of Directors; provided, however, that the Board of Directors may by resolution delegate to any one or more officers the authority to fix such compensation.

6.6                               Chairman of the Board.  The Chairman of the Board, if one is elected by the Board of Directors, will have those powers and duties as prescribed by the Board of Directors.

6.7                               Chief Executive Officer.  Subject to the supervision of the Board of Directors, the Chief Executive Officer will have general management and control of the business and property of the Company in the ordinary course of its business with all powers with respect to general management and control reasonably incident to such responsibilities, including, but not limited to, the power to employ, discharge or suspend employees and agents, to fix the compensation of employees and agents and to suspend, with or without cause, any officer pending final action by the Board of Directors with respect to continued suspension, removal or reinstatement of such officer.

6.8                               President.  The President will have general responsibility for the management and control of the operations of the Corporation.  The President shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors or the Chief Executive Officer may from time to time determine.  The President will exercise the powers of the Chief Executive Officer during the Chief Executive Officer’s absence or inability to act.

6.9                               Vice Presidents.  Each Vice President, if any, will have those powers and duties assigned to such Vice President by the Board of Directors, or delegated by the Chairman of the Board, the Chief Executive Officer or the President.  The Vice Presidents, in the order designated by the Board of Directors or, in the absence of such a designation, as determined by the length of

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time each has held the office of Vice President, will exercise the powers of the President during the President’s absence or inability to act.

6.10                        Secretary.  Except as otherwise provided in these Bylaws, the Secretary must keep the minutes of all meetings of the Board of Directors, of any committee and of the Stockholders, or consents in lieu of such meetings in the Company’s minute books and must cause notice of the meetings to be given when requested by any person authorized to call a meeting.  The Secretary may sign with the Chairman of the Board, the Chief Executive Officer or the President, in the name of the Company, all contracts of the Company and affix the Company seal (if any) thereto.  The Secretary may sign with the Chairman of the Board, the Chief Executive Officer or the President all Company Stock certificates, and the Secretary is in charge of the certificate books, share transfer records, stock ledgers and any other stock books and papers as the Board of Directors may direct, all of which must, at all reasonable times, be open to inspection by any director at the Company office during business hours.  The Secretary, will in general, perform such other duties incident to the office of the Secretary, or as assigned by the Board of Directors or delegated by the Chairman of the Board, the Chief Executive Officer or the President.

6.11                        Assistant Secretaries.  Each assistant secretary, if any, of the Company (“Assistant Secretary”) will have those powers and duties assigned to such Assistant Secretary by the Board of Directors or delegated by the Chairman of the Board, the Chief Executive Officer or the President.  The Assistant Secretaries, in the order as designated by the Board of Directors or, in the absence of such a designation, as determined by the length of time they have held the office of Assistant Secretary, will exercise the powers of the Secretary during the Secretary’s absence or inability to act.

ARTICLE SEVEN:  CERTIFICATES AND SHAREHOLDERS

7.1                               Certificates for Shares.  Certificates for shares of stock of the Company will be in the form approved by the Board of Directors.  The certificates must be signed by the Chairman of the Board, the Chief Executive Officer or the President or a Vice President and also by the Secretary or an Assistant Secretary.  Any and all signatures on the certificates may be a facsimile and may be sealed with the Company seal or a facsimile thereof.  If any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon, a certificate has ceased to be an officer, transfer agent or registrar before the certificate is issued, the certificate may be issued by the Company with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.  The certificates must be consecutively numbered and entered in the Company books as they are issued and must exhibit the holder’s name and the number of shares.  The Board of Directors may provide by resolution(s) that some or all of any or all classes or series of its stock will be uncertificated shares.  However, any such resolution will not apply to shares represented by a certificate until that certificate is surrendered to the Company.  Notwithstanding the adoption of such a resolution, every holder of uncertificated shares is entitled, upon request, to have a certificate signed as prescribed above.

7.2                               Consideration for Shares.  The consideration for subscriptions to, or the purchase of shares of capital stock to be issued by the Company, must be paid in the form and in the manner that the Board of Directors determines.  In the absence of actual fraud in the transaction,

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the judgment of the directors as to the value of such consideration will be conclusive.  Capital stock so issued will be considered fully paid and nonassessable so long as the par value or stated value allocated to capital is paid in full by consideration in the form of cash, services rendered, personal or real property, leases of real property or a combination thereof.  The balance or surplus in the subscription or purchase price of the stock, if the directors so determine, may be supplied by a binding obligation of the subscriber or purchaser to pay the balance of the price.

7.3                               Replacement of Lost or Destroyed Certificates.  The Board of Directors may issue a new certificate of stock or uncertificated shares in place of any certificate issued by it, alleged to have been lost) stolen or destroyed, and the Board of Directors may require the owner of the lost, stolen or destroyed certificate, or the owner’s legal representative to give the Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of the certificate or the issuance of a new certificate of stock or uncertificated shares.

7.4                               Transfer of Shares.  Upon surrender to the Company or its transfer agent of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it will be the duty of the Company to issue a new certificate to the person entitled to the new certificate, cancel the old certificate and record the transaction upon its books.  Upon receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares will be cancelled and issuance of new equivalent uncertificated shares or certificated shares will be made to the person entitled thereto and the transaction will be recorded upon the books of the Company.

7.5                               Registered Stockholders.  The Company will be entitled to treat the holder of record of any share(s) of stock as the holder in fact thereof and, accordingly, will not be bound to recognize any equitable or other claim to such share(s) on the part of any other person, whether or not it has express or other notice thereof, except as otherwise provided by law.

7.6                               Regulations.  The Board of Directors will have the power and authority to make all rules and regulations as they deem expedient concerning the issue, transfer, registration or the replacement of certificates for shares of Company stock.

7.7                               Legends.  The Board of Directors will have the power and authority to provide that certificates representing shares of stock bear those legends that the Board of Directors deems appropriate to assure that the Company complies with applicable federal or state securities laws or other laws.

ARTICLE EIGHT:  INDEMNIFICATION OF DIRECTORS AND OFFICERS

8.1                               Right to Indemnification.

(a)                                 The Company must indemnify, to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may be amended in the future (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than the law permitted the Company to provide prior to such amendment), any person who was or is a party or is threatened to be made a party to any

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threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereafter, in this Article Eight, collectively referred to as a “Proceeding”) (other than an action by or in the right of the Company), by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, will not, of itself create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

(b)                                 The Company must indemnify, to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may be amended in the future (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than the said law permitted the Company to provide prior to such amendment), any person who was or is a party or is threatened to be made a party to any Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that no indemnification may be made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery or the court in which such Proceeding was brought determines, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for those expenses which the Court of Chancery or other court may deem proper.

(c)                                  The determination that indemnification of a present or former director or officer is proper under the circumstances because such person has met the applicable standard of conduct set forth in subparagraphs (a) and (b) above shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such Proceeding, or (2) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (3) by the Stockholders.

8.2                               Successful Defense.  To the extent that a present or former director or officer of the Company has been successful on the merits or otherwise in defense of any Proceeding described in subparagraphs (a) and (b) of Section 8.1 above, or in defense of any claim, issue or

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matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

8.3                               Indemnification of Others.  Subject to the other provisions of this Article Eight, the Company shall have power to indemnify its employees and agents to the extent not prohibited by the Delaware General Corporation Law or other applicable law. The Board of Directors shall have the power to delegate to such person or persons the determination of whether employees or agents shall be indemnified.

8.4                               Advancement of Expenses.  Expenses (including attorneys’ fees) incurred by an officer or director of the Company in defending any Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding upon receipt of a written request therefor (together with documentation reasonably evidencing such expenses) and an undertaking by or on behalf of the person to repay such amounts if it shall ultimately be determined that the person is not entitled to be indemnified under this Article Eight or the Delaware General Corporation Law. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the Company or by persons serving at the request of the Company as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the Company deems appropriate. The right to advancement of expenses shall not apply to any claim for which indemnity is excluded pursuant to these Bylaws, but shall apply to any Proceeding referenced in Section 8.5(ii) or Section 8.5(iii) prior to a determination that the person is not entitled to be indemnified by the Company.

8.5                               Limitation on Indemnification. Subject to the requirements in Section 8.2 and the Delaware General Corporation Law, the Company shall not be obligated to indemnify any person pursuant to this Article Eight in connection with any Proceeding (or any part of any Proceeding):

(i) for which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid;

(ii) for an accounting or disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), or similar provisions of federal, state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements);

(iii) for any reimbursement of the Company by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such person from the sale of securities of the Company, as required in each case under the 1934 Act (including any such reimbursements that arise from an accounting restatement of the corporation pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the corporation of profits arising from the purchase and sale by such person of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor (including pursuant to any settlement arrangements);

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(iv) initiated by such person, including any Proceeding (or any part of any Proceeding) initiated by such person against the Company or its directors, officers, employees, agents or other indemnitees, unless (a) the Board of Directors authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (b) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (c) otherwise required to be made under Section 8.6, or (d) otherwise required by applicable law; or

(v) if prohibited by applicable law.

8.6                               Determination; Claim. If a claim for indemnification or advancement of expenses under this Article Eight is not paid in full within 90 days after receipt by the Company of the written request therefor, the claimant shall be entitled to an adjudication by a court of competent jurisdiction of the claimant’s entitlement to such indemnification or advancement of expenses. The Company shall indemnify such person against any and all expenses that are incurred by such person in connection with any action for indemnification or advancement of expenses from the Company under this Article Eight, to the extent such person is successful in such action, and to the extent not prohibited by law. In any such suit, the Company shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant is not entitled to the requested indemnification or advancement of expenses.

8.7                               Nonexclusivity of Right to Indemnification.  The indemnification and advancement of expenses provided by, or granted pursuant to, the provisions of this Article Eight are not to be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation of the Company, any agreement or vote of Stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding that office.  The Company is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the Delaware General Corporation Law or other applicable law.

8.8                               Insurance.  The Company will have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under this Article Eight or Delaware General Corporation Law or both.

8.9                               Continued Rights.  The indemnification and advance of expenses provided by this Article Eight will, unless otherwise provided when authorized, continue as to a person who has ceased to be a director, officer, employee or agent and will inure to the benefit of the heirs, executors and administrators of that person.

8.10                        Effect of Repeal or Modification.  A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be

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eliminated or impaired by an amendment to the certificate of incorporation or these bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

8.11                        Certain Definitions.  For purposes of this Article Eight, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article Eight with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article Eight, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Article Eight.

ARTICLE NINE:  MISCELLANEOUS PROVISIONS

9.1                               Dividends.  Dividends upon the capital stock of the Company, subject to the provisions of the Certificate of Incorporation and applicable statutes, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, property or shares of the capital stock.

9.2                               Reserves.  Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends the sum(s) that the directors, in their absolute discretion, think proper as a reserve(s) to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Company or for such other purpose as the directors may find conducive to the interests of the Company, and the directors may modify or abolish any reserve in the manner in which it was created.

9.3                               Books and Records.  The Company must keep correct and complete books and records of account and must keep minutes of the proceedings of its Stockholders and Board of Directors.  The Company must keep at its registered office or principal place of business or at the office of its transfer agent or registrar, a record of the original issuance of shares by the Company and a record of each transfer of those shares that have been presented to the Company for

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registration of transfer, giving the names and addresses of all past and current Stockholders and the number and class of the shares held by each.

9.4                               Fiscal Year.  The fiscal year of the Company shall begin on the first day of May and end on the thirtieth day of April of each year.

9.5                               Seal.  The seal of the Company will be in the form approved from time to time by the Board of Directors.

9.6                               Securities of Other Corporations.  The Chief Executive Officer, the President and each Vice President (or any other officers designated by the Board of Directors) will have the power and authority to transfer, endorse for transfer, vote, consent or take any other action with respect to any securities of another issuer which may be held or owned by the Company and to make, execute and deliver any waiver, proxy or consent with respect to any such securities.

9.7                               Invalid Provisions.  If any part of these Bylaws is held invalid or inoperative for any reason, the remaining parts, so far as possible and reasonable, will remain valid and operative.

9.8                               Attestation by the Secretary.  With respect to any deed, deed of trust, mortgage or other instrument executed by the Company through its duly authorized officer(s), the attestation to such execution by the Secretary will not be necessary to constitute such deed, deed of trust, mortgage or other instrument a valid and binding obligation against the Company unless the resolutions, if any, of the Board of Directors authorizing such execution expressly state that such attestation is necessary.

9.9                               Headings; Table of Contents.  The headings and table of contents used in these Bylaws have been inserted for administrative convenience only and do not constitute matter to be construed in the interpretation of these Bylaws.

9.10                        References.  In these Bylaws, whenever the singular number is used, the same includes the plural where appropriate and words of any gender include each other gender where appropriate.

9.11                        Amendments.  These Bylaws may be altered, amended or repealed or new bylaws may be adopted by the Stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation, at any regular meeting of the Stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new bylaws is contained in the notice of the special meeting.  If the power to adopt, amend or repeal bylaws is conferred upon the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of Stockholders to adopt new bylaws or amend or repeal these Bylaws.

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Exhibit 99.1

OMNIVISION, HUA CAPITAL MANAGEMENT, CITIC CAPITAL AND GOLDSTONE INVESTMENT ANNOUNCE THE COMPLETION OF THE ACQUISITION OF OMNIVISION BY HUA CAPITAL MANAGEMENT, CITIC CAPITAL AND GOLDSTONE INVESTMENT

SANTA CLARA, CA and BEIJING, CHINA — January 28, 2016 — OmniVision Technologies, Inc. (OVTI), a leading developer of advanced digital imaging solutions, and a consortium composed of Hua Capital Management Co., Ltd., CITIC Capital Holdings Limited and Goldstone Investment Co., Ltd. (collectively, the “Consortium”) today announced that the Consortium has completed the previously announced acquisition of OmniVision. As a result of the completion of the acquisition, trading of OmniVision common stock on the NASDAQ Global Select Market will be halted before the opening of the market today and will be suspended effective as of the close of business today. Under the terms of the definitive agreement regarding the acquisition of OmniVision, OmniVision stockholders will receive $29.75 per share in cash, or a total of approximately $1.9 billion.

About OmniVision

OmniVision Technologies, Inc. is a leading developer of advanced digital imaging solutions. Its CameraChip™ and CameraCubeChip™ products are highly integrated, single-chip CMOS image sensors for consumer and commercial applications, including mobile phones, tablets and entertainment devices, notebooks and webcams, security and surveillance systems, digital still and video cameras, automotive and medical imaging systems. Additional information is available at www.ovt.com.

About Hua Capital Management

Hua Capital Management Co., Ltd., based in Beijing, China, was founded by an experienced investment team focused on the semiconductor industry and related areas. The firm’s principals consist of semiconductor industry entrepreneurs, each with more than 20 years’ experience in semiconductor industry entrepreneurship, management and investing. Hua Capital Management’s valued-added approach leverages operational and financial expertise to help portfolio companies realize their full potential and become leaders in the semiconductor industry.

About CITIC Capital

Founded in 2002, CITIC Capital Holdings Limited is an alternative investment management and advisory company. The firm manages $5 billion of capital from a diverse group of international and Chinese investors. Core businesses include Private Equity, Real Estate, Structured Investment and Finance, Asset Management and Venture. CITIC Capital currently employs over 200 staff members throughout its offices in Hong Kong, Shanghai, Beijing, Shenzhen, Tokyo and New York.  The firm combines a deep knowledge of the Chinese business and financial markets with world-class investment expertise to create and maximize value for its investors. For more information, please visit www.citiccapital.com.

About Goldstone Investment

Goldstone Investment Co., Ltd. was incorporated in Beijing in October 2007 with registered capital of RMB 4.6 billion. As a wholly-owned subsidiary of CITIC Securities Co., Ltd., it is solely engaged in direct equity investment and focuses on private companies with the potential of going public. Goldstone Investment was among the first direct equity investment arms of a Chinese securities firm. From 2007, Goldstone Investment has invested in over 100+ transactions, totaling over RMB 12 billion (~$1.8 billion).

Legal Notice Regarding Forward-Looking Statements

This communication contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties and include information concerning possible or assumed future results of operations of OmniVision. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “may,” “will,” “could,” “should,” “would,” “assuming” and similar expressions are intended to identify forward-looking statements. You should read statements that contain these words carefully. They discuss OmniVision’s future expectations or state other forward-looking information and may involve known and unknown risks over which OmniVision has no control. Forward-looking statements speak only as of the date of this communication or the date of any document incorporated by reference in this document. Except as required by applicable law or regulation, OmniVision does not undertake to update these forward-looking statements to reflect future events or circumstances.

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CONTACTS

For OmniVision:

INVESTOR RELATIONS

Mary McGowan

mary@blackburncommunication.com

For Hua Capital Management, CITIC Capital and Goldstone Investment:

Zhibin Chen, Director

zhibin.chen@hua-capital.com

Vivian Fu, Vice President, Corporate Relations

info@citiccapital.com

Yao Sun, Vice President

sunyao@citicgs.com