CERTIFICATE OF INCORPORATION
OF
CompX Group, Inc.
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ARTICLE I.
NAME
The name of the corporation is CompX Group, Inc. (the "Corporation").
ARTICLE II.
REGISTERED OFFICE AND AGENT
The address of the Corporation's registered office in the state of Delaware
is Corporation Service Company, 2711 Centerville Road, Suite 400, city of
Wilmington, county of New Castle, state of Delaware 19808. The name of the
Corporation's registered agent at such address is Corporation Service Company.
ARTICLE III.
PURPOSE
The nature of the business or purposes to be conducted or promoted by the
Corporation is to engage in any lawful business, act or activity for which
corporations may be organized under the General Corporation Law of the state of
Delaware.
ARTICLE IV.
AUTHORIZED STOCK
The Corporation shall have authority to issue thirteen thousand (13,000)
shares of common stock having a par value of one cent ($0.01) per share (the
"Common Stock"). The rights of the holders of common stock are set forth below.
Section 1. Voting Rights. The holders of Common Stock shall be
entitled to one vote per share on all matters to be voted on by the
stockholders of the Corporation.
Section 2. Dividends. The holders of Common Stock shall be entitled to
participate in such dividends and other distributions or proceeds in cash,
stock or property of the Corporation ratably on a per share basis as the
board of directors may declare out of assets or funds legally available
therefor.
Section 3. Liquidation. The holders of Common Stock shall be entitled
to participate ratably on a per share basis in all distributions to the
holders of Common Stock in any liquidation, dissolution or winding up of
the Corporation.
Section 4. Redemption. The Corporation shall redeem shares of Common
Stock on a date (the "Redemption Date") that is on or prior to the 45th day
(if such 45th day is a business day, and if not, the next successive
business day) after the date (the "Redemption Notice Date") that the
Corporation and each other holder of shares of Common Stock receives
written notice (a "Redemption Notice") from a holder of shares of Common
Stock (the "Holder") setting forth the number of shares the Holder wants
the Corporation to redeem (the "Redemption Shares"). After the Redemption
Notice Date, the Holder shall only be entitled to receive from the
Corporation on the Redemption Date the fair market value of the Redemption
Shares on the Redemption Notice Date (the "Redemption Price").
In the Redemption Notice, the Holder may elect (a "CompX Share
Election") to receive as part of the Redemption Price such number of shares
of the class A or class B common stock, par value $0.01 per share, of CompX
International Inc., a Delaware corporation (separately, the "CompX Class A
Common Stock" and the "CompX Class B Common Stock," respectively, and
collectively, the "CompX Common Stock"), contributed by the Holder or its
predecessor holders or assigns that is equal to the product of 1,000
(equitably adjusted for any applicable stock splits of, stock dividends on,
or recapitalizations of, CompX Common Stock) and the number of Redemption
Shares.
After a Redemption Notice Date but before the Redemption Date, the
board of directors shall determine in good faith and in its best business
judgment the Redemption Price. In determining the Redemption Price, the
board of directors shall value each share of CompX Common Stock held by the
Corporation on the Redemption Notice Date (both the Class A and Class B
Common Stock) at the volume weighted average sales price of a share of
CompX Class A Common Stock as reported on the New York Stock Exchange
composite transactions reporting system for the ten trading days ending on
the Redemption Notice Date, if such date is a trading day, and if not, on
the immediately prior trading day (the "CompX Common Stock Value").
If the Holder does not make a CompX Share Election, on the Redemption
Date the Corporation may pay the Redemption Price, in whole or in part, in
cash, shares of CompX Common Stock or other property, which other property
the board of directors shall value in good faith and in its best business
judgment. In determining the fair market value of securities traded on an
exchange that are used to pay the Redemption Price, the board of directors
shall value each such security on the Redemption Notice Date at the volume
weighted average sales price of such security as reported on the applicable
exchange for the ten trading days ending on the Redemption Notice Date, if
such date is a trading day, and if not, on the immediately prior trading
day.
If shares of CompX Common Stock are used to pay all or part of the
Redemption Price, on the Redemption Date:
(a) if the CompX Common Stock Value for such shares is less than
or equal to the Redemption Price, the Corporation shall transfer such
shares to the Holder and such additional cash or property in an amount
equal in value on the Redemption Notice Date, as the board of
directors determines in good faith and in its best business judgment,
to the excess, if any, of the Redemption Price over the CompX Common
Stock Value for such shares;
(b) if the CompX Common Stock Value for such shares is greater
than the Redemption Price, the Corporation shall transfer such shares
to the Holder and the Holder shall pay in cash to the Corporation an
amount equal to the excess of the CompX Common Stock Value for such
shares over the Redemption Price; and
(c) the Corporation shall deliver to the holder a stock
certificate representing the shares of CompX Common Stock comprising
the Redemption Price accompanied by a stock power duly endorsed in
blank and the holder shall acquire good and marketable title to such
shares free and clear of any liens, encumbrances, security interests,
restrictive agreements, claims or imperfections of any nature
whatsoever, other than restrictions on transfer imposed by applicable
securities laws.
On the Redemption Date, the Holder shall deliver to the Corporation a
stock certificate representing the Redemption Shares accompanied by a stock
power duly endorsed in blank and the Corporation shall acquire good and
marketable title to such shares free and clear of any liens, encumbrances,
security interests, restrictive agreements, claims or imperfections of any
nature whatsoever, other than restrictions on transfer imposed by
applicable securities laws.
After the Redemption Notice Date, the Redemption Shares shall not be
deemed to be outstanding and the Holder will only hold a contractual right
from the Corporation to receive the Redemption Price.
Section 5. Protective Provision. The Corporation shall not amend this
Article IV without obtaining the approval of the holders of 90% of the
outstanding shares of Common Stock.
Section 6. Record Holders. The Corporation shall be entitled to treat
the person in whose name any share of its stock is registered as the owner
thereof for all purposes and shall not be bound to recognize any equitable
or other claim to, or interest in, such share on the part of any other
person, whether or not the Corporation shall have notice thereof, except as
expressly provided by applicable law.
ARTICLE V.
EXISTENCE
The Corporation is to have perpetual existence.
ARTICLE VI.
BYLAWS
In furtherance and not in limitation of the powers conferred by statute,
the board of directors is expressly authorized to adopt, amend or repeal the
bylaws or adopt new bylaws.
ARTICLE VII.
MEETINGS OF STOCKHOLDERS
BOOKS OF CORPORATION
ELECTION OF DIRECTORS
Meetings of stockholders may be held within or without the state of
Delaware, as the bylaws of the Corporation may provide. The books of the
Corporation may be kept outside the state of Delaware at such place or places as
may be designated from time to time by the board of directors or in the bylaws
of the Corporation. Election of directors need not by written ballot unless the
bylaws of the Corporation so provide.
ARTICLE VIII.
BOARD OF DIRECTORS
The number of directors constituting the board of directors of the
Corporation shall be five. The Corporation shall not change the number of
directors on the board of directors from five members without obtaining the
approval of the holders of 90% of the outstanding shares of Common Stock.
The name and address of each of the persons to serve as a director until
the first annual meeting of the stockholders or until his successor has been
duly elected and qualified or his earlier resignation, removal or death, is:
Name Mailing Address
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Harold C. Simmons Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
Glenn R. Simmons Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
Steven L. Watson Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
William J. Lindquist Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
J. Landis Martin 1999 Broadway, Suite 4300
Denver, Colorado 80202
ARTICLE IX.
INDEMNIFICATION
The Corporation shall, to the fullest extent permitted by law, indemnify
any and all officers and directors of the Corporation, and may, to the fullest
extent permitted by law or to such lesser extent as is determined in the
discretion of the board of directors, indemnify all other persons from and
against all expenses, liabilities or other matters and advance expenses to all
persons whom it shall have the power to indemnify.
ARTICLE X.
DIRECTOR LIABILITY
A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for such liability as is expressly not subject to
limitation under the Delaware General Corporation Law, as the same exists or may
hereafter be amended to further limit or eliminate such liability. Any repeal or
modification of this ARTICLE by the stockholders of the Corporation shall not
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.
ARTICLE XI.
CERTAIN BUSINESS COMBINATIONS
The Corporation expressly elects not to be governed by Section 203 of the
General Corporation Law of the State of Delaware.
ARTICLE XII.
SETTLEMENTS WITH CREDITORS OR STOCKHOLDERS
Whenever a compromise or arrangement is proposed between the Corporation
and its creditors or any class of them and/or between the Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the state of Delaware may, on the application in a summary way of the
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for the Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and said reorganization shall, if sanctioned by the
court to which the said application has been made, be binding on all creditors
or class of creditors, and/or on all the stockholders or class of stockholders,
of the Corporation, as the case may be, and also on the Corporation.
ARTICLE XIII.
AMENDMENT
The Corporation shall have the right, subject to any express provisions or
restrictions contained in this certificate of incorporation or bylaws of the
Corporation, from time to time, to amend this certificate of incorporation or
any provision thereof in any manner now or hereafter provided by law, and all
rights and powers of any kind conferred upon a director or stockholder of the
Corporation by this certificate of incorporation or any amendment thereof are
conferred subject to such right.
ARTICLE XIV.
INCORPORATOR
The name and mailing address of the sole incorporator of the Corporation is
A. Andrew R. Louis, Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas,
Texas 75240-2697.
THE UNDERSIGNED, being the sole incorporator of the Corporation, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
state of Delaware, does make this certificate to acknowledge, declare and
certify that this certificate of incorporation is his act and deed and the facts
stated in this certificate of incorporation are true, and accordingly executes
this certificate of incorporation this 1st day of October, 2004.
/S/ A. Andrew R. Louis
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A. Andrew R. Louis, Sole Incorporator