RESTATED
CERTIFICATE OF INCORPORATION
OF
PARK ELECTROCHEMICAL CORP.
Under Section 807 of the Business Corporation Law,
The undersigned, being respectively a Vice President and the
Secretary of Park Electrochemical Corp., for the purposes of
changing and restating the Certificate of Incorporation of Park
Electrochemical Corp., pursuant to Section 807 of the Business
Corporation Law of the State of New York, do hereby certify as
follows:
1. (a) The name of the corporation is "PARK ELECTROCHEMICAL
CORP.,
(b) The corporation was originally formed under the name of
"Park Name Plate Inc.".
2. The Certificate of Incorporation of the corporation was
filed by the Department of State on the 31st day of March, 1954.
3. The Certificate of Incorporation of the corporation is
hereby changed to effect the following changes authorized by
paragraph (b) of Section 803 of the Business Corporation Laws.
(a) to change the location of the office of the Corpora-
tion from the City of New York, County of New York and State of New
York, to: the County of Nassau and State of New York.
(b) to change the address to which the Secretary of State
of the State of New York in directed to mail a copy of process in
any action or proceeding against the corporation which may be
served upon him from: Parker, Chapin and Flattau, Esqs., 530 Fifth
Avenue, New York 10036 New York, to: Park Electrochemical Corp., 5
Dakota Drive, Lake Success, New York 11042, Attention: General
Counsel.
The text of the Certificate of Incorporation of the corpora-
ion is hereby restated as heretofore amended and as changed hereby
to read in full as set forth in Paragraph 4 hereof.
4. CERTIFICATE OF INCORPORATION
OF
PARK ELECTROCHEMICAL CORP.
I. The name of the corporation shall be PARK ELECTROCHEMICAL
CORP.
II. The purposes for which the corporation is formed are,
A. To carry on the general business of manufacturing and
distributing metal nameplates and decorative trim and other
components and/or products and generally to do all acts and
things which may be necessary or convenient to the further-
ance of the aforementioned purposes.
B. To acquire, and pay for in cash, stock or bonds of this
corporation or otherwise, the goodwill, rights, assets and
property, and to undertake or assume the whole or any part of
the obligations or liabilities of any person, firm, associa-
tion or corporation.
C. To manufacture, purchase, or otherwise acquire in any
lawful manner, and to hold, own, mortgage, pledge, sell,
transfer, convert, store, import, export or deal in any other
manner, dispose of and to invest, trade, deal in and deal with
all goods, wares, merchandise and property of every class and
description.
D. To acquire, hold, use, sell, assign, lease, grant
licenses in respect of, mortgage or otherwise dispose of
letters patent of the United States or any foreign country
patent rights inventions, improvements and processes, copy-
rights, trademarks and trade names, relating to or useful in
connection with any business of this corporation.
E. To acquire by purchase, subscription or otherwise, and
to receive, hold, own, guarantee, sell, assign, exchange,
transfer, mortgage, pledge or otherwise dispose of or deal in
and with any of the shares of the capital stock, or any voting
trust certificates in respect of the shares of capital stock,
scrip, warrants, rights, bonds, debentures, notes, trust
receipts, and other securities, obligations, choses in action
and evidences of indebtedness or interest issued or created by
any corporations, joint stock companies, syndicates, associa-
tions, partnerships, firms, trusts or persons, public or
private, or by the government of the United States of America,
or by any foreign government, or by any state territory,
province, municipality or other political subdivision or by
any governmental agency, and as owner thereof, to possess and
exercise all the rights do any and all acts and things
necessary or advisable for the preservation, protection,
improvement and enhancement in value thereof.
F. To borrow, or raise moneys for any of the purposes of the
corporation, and, from time to time without limit as to
amount, to draw, make, accept, endorse, execute and issue
promissory notes, drafts,bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments
and evidences of indebtedness, and to secure the payment of
any thereof and of the interest thereon by mortgage upon,
pledge, conveyance or assignment in trust of the whole or any
part of the property of the corporation, whether at the time
owned or thereafter acquired, and to sell, pledge or otherwise
dispose of such bonds or other obligations of the corporation
for its Corporate purposes.
To make any guarantee respecting dividends, shares of stock,
bonds, debentures, contracts or other obligations to the
extent that such power may be exercised by corporations
organized under the Stock Corporation Law.
G. To loan to any person, firm, partnership or corporation
any of its surplus funds, either with or without security.
H. To purchase, hold, sell and transfer the shares of its
capital stock; provided it shall not use its funds or property
for the purchase of its own shares of capital stock when such
use would cause any impairment of its capital except as
otherwise permitted by law, and provided further that shares
of its own capital stock belonging to it shall not be voted
upon directly or indirectly.
I. To have one or more offices, to carry on all or any of
its operations and business and without restriction or limit
as to amount to purchase or otherwise acquire, hold, own,
mortgage, sell, convey or otherwise dispose of, real and
personal property of every class and description in any of the
states, districts, territories or colonies of the United
states, and in any and all foreign countries, subject to the
laws of such state, district, territory, colony or country.
J. To enter into, make, perform and carry out contracts of
every kind, which may be necessary for or incidental to the
business of the corporation with any person, firm, corpora-
tion, private, public or municipal, body politic, under the
government of the United States, or any territory district,
protectorate, dependency or insular or other possession or
acquisition of the United States, or any foreign governments
so far as, and to the extent that, the same may be done and
performed by a corporation organized under the Stock Corpora-
tion Law.
K. To do any and all things necessary, suitable, convenient
or proper for, or in connection with, or incidental to, the
accomplishment of any of the purposes or the attainment of any
one or more of the objects herein enumerated, or designed
directly or indirectly to promote the interests of the
corporation, or to enhance the value of any of its properties
and in general to do any and all things and exercise any and
all powers which it may now or hereafter be lawful for the
corporation to do or to exercise under any of the laws of the
State of New York that may now or hereafter be applicable to
the corporation.
L. The purposes and powers specified in the foregoing
clauses are to be construed both as purposes and powers and shall,
except where otherwise expressed be in no way limited or restricted
by reference to or inference from, the terms of any other clause in
this certificate of incorporation, but the purposes and powers
specified in each of the foregoing clauses of this article shall be
regarded as independent purposes and powers.
III. The aggregate number of shares which the Corporation shall
have authority to issue shall consist of 15,000,000 shares of
Common Stock of the par value of $.10 per share, And 500,000 shares
of Preferred stock of the par value of $1 per share. The Preferred
stock shall be issuable in series with such designations relative
rights, preferences and limitations as may be fixed from time to
time by the Board of Directors.
The designations, relative voting, dividend, liquidation and
other right, preferences and limitations of the Preferred Stock
(unless otherwise fixed by the Board of Directors) and the Common
Stock are as follows:
1. The shares of Preferred Stock may be divided into and
issued in one or more series, and each series shall be so
designated so as to distinguish the shares thereof from the
shares of all other series. All shares of Preferred Stock
shall be identical except in respect of particulars which may
be fixed by the Board of Directors as hereinafter provided
pursuant to authority which is hereby expressly vested in the
Board of Directors. Each share of a series shall be identical
in all respects with all other shares of such series, except
as to the date from which dividends thereon shall be cumula-
tive on any series as to which dividends are cumulative.
Shares of Preferred Stock of any series which have been
cancelled in any manner, including shares redeemed or reac-
quired by the Corporation and shares which have been converted
into or exchanged for shares of any other class, or any series
of the same or any other class, shall have the status of
authorized but unissued shares of Preferred Stock and may be
reissued as shares of the series of which they were originally
a part or may be issued as shares of a new series or any other
series of the same class.
2. Before any shares of Preferred Stock of any series shall
be issued, the Board of Directors, pursuant to authority
hereby expressly vested in it, shall fix by resolution or
resolutions the following provisions in respect of the shares
of each such series so far as the same are not inconsistent
with the provisions of this Article III applicable to all
series of Preferred Stock.
(a) the distinctive designations of such series and the
number of shares which shall constitute such Series which
number may be increased (except where otherwise provided
by the Board of Directors in creating such series) or
decreased (but not below the number of shares thereof
then outstanding) from time to time by like action of the
Board of Directors.
(b) the annual rate or amount of dividends payable on
shares of such series, whether such dividends shall be
cumulative or noncumulative, the conditions upon which
and/or the dates when such dividends shall be payable and
the date from which dividends on cumulative series shall
accrue and be cumulative on all shares of such series
issued prior to the payment date for the first dividend
of such series;
(c) whether such series shall be redeemable and, if so,
the terms and conditions of such redemption, including
the time or times when and the price or prices at which
shares of such series shall be redeemed;
(d) the rights of the shares of such series in the event
of liquidation, dissolution or winding up of the affairs
of the Corporation;
(e) whether such series shall be convertible into or
exchangeable for shares of any other class, or any series
of the same or any other class, and, if so, the terms and
conditions thereof, including the date or dates when such
shares shall be convertible into or exchangeable for
shares of any other class, or any series of the same or
any other class, the price or prices or the rate or rates
at which shares of such series shall be so convertible or
exchangeable, and any adjustments which shall be made,
and the circumstances in which any such adjustments shall
be made, in such conversion or exchange prices or rates;
(f) whether such series shall have any voting rights in
addition to those prescribed by law and, if so, the terms
and conditions of exercise of such voting rights; and
(g) any other designations, relative rights, preferences
or limitations.
3. (a) So long as any shares of Preferred Stock of any
series shall be outstanding, the Corporation will not
declare or pay any dividends on the Common Stock (other
than dividends payable solely in shares of Common Stock)
or make any distributions of any kind, either directly or
indirectly, in respect of shares of Common stock, or make
any payment on account of the purchase, redemption or
other acquisition of Common Stock, unless on the payment,
distribution or redemption date, as the case may be, all
dividends on the then outstanding shares of Preferred
Stock of all series for all past dividend periods shall
have been paid to the full extent of the preference, if
any, to which each series of Preferred Stock is entitled.
(b) In case the Corporation shall not pay in full all
stated dividends required to be paid on all shares of all
series of Preferred Stock at the time outstanding to the
full extent of the preference, if any, to which each such
series is entitled, the shares of all series of Preferred
Stock shall share ratably in the payment of dividends,
including accumulations, if any, in accordance with the
sums which would be payable on such shares if all
dividends were declared and aid in full. Accumulations of
dividends shall not bear interest.
(c) In case the Corporation shall not pay in full all
amounts required to be paid on all shares of all series
of Preferred Stock at the time outstanding in the event
of the liquidation, dissolution or winding up of the
affairs of the Corporation, the shares of all series of
Preferred Stock shall share ratably in the payment of all
amounts payable in the event of such liquidation,
dissolution or winding up in accordance with the sums
which would be payable on such shares if all amounts
payable on such liquidation, dissolution or winding up
were paid in full.
(d) When dividends shall have been paid (or declared and
set aside for payment) on the Preferred Stock to the full
extent of the preference, if any, to which the Preferred
Stock is entitled, dividends on the remaining class or
classes of stock may then be paid out of the funds of the
Corporation which are legally available therefor.
(e) Subject to the limitations prescribed in this
Article III and any further limitations which may f rom
time to time be prescribed by the Board of Directors in
accordance herewith the holders of Common Stock shall be
entitled to receive dividends on the Common Stock, when,
as and if declared by the Board of Directors out of the
funds of the Corporation which are legally available
therefor.
4. The authorized but unissued shares of Common Stock and
the authorized but unissued shares of Preferred stock may be issued
for such consideration, not less than the par value thereof, as may
be fixed from time to time by the Board of Directors.
5. (a) Except as otherwise determined pursuant to authority
of the Board of Directors an hereinbefore provided, or by
the Business Corporation Law of the State of New York,
all voting rights shall be vested exclusively in the
holders of the outstanding shares of Common Stock and
each such holder shall be entitled to one vote per share
for all purposes for each share of Common Stock held of
record by him.
(b) Except as otherwise determined pursuant to authority
of the Board of Directors as hereinbefore provided, or by
the Business Corporation Law of the State of New York,
the holders of Preferred Stock shall not be entitled to
vote for any purpose nor shall they be entitled to notice
of meetings of shareholders.
6. The Board of Directors has authorized a series of
Preferred Stock which series shall be designated as Series A
Preferred Stock (the "Series A Preferred Stock") and this number of
shares constituting such series shall be 150,000.
(a) The holders of record of shares of Series A Pre-
ferred Stock shall be entitled to receive, when, as and
if declared by the Board of Directors or a duly autho-
rized committee thereof out of funds legally available
for the purpose, dividends in cash at the rate per share
of 5% per annum (calculated an a percentage of the
liquidation value per share of $100). Dividends shall be
payable quarterly, on the dates on which a quarterly
dividend or distribution on the Common Stock, $.10 par
value per share ("Common Stock") of the Corporation is
payable (other than a dividend payable in Common Stock)
(each such date being referred to herein as a "Dividend
Payment Date"), commencing on the first Dividend Payment
Date after the first issuance of a share or fraction of
a share of Series A Preferred Stock, or, if no such
dividends on the Common Stock are payable then on such
quarterly dates designated by the Board of Directors or
a duly authorized committee thereof. To the extent the
Board of Directors or a duly authorized committee thereof
does not declare the full 5% dividend or, if so declared,
such dividend is not fully paid in cash the amount not so
declared or paid shall accumulate as provided in para-
graph (b) of this Section 6. The Board of Directors or
a duly authorized committee thereof may fix a record date
for the determination of holders of shares of Series A
Preferred Stock entitled to receive payment of a dividend
declared thereon, which record data shall be not less
than 10 days nor more that 50 days prior to the date
fixed for the payment thereof.
(b) Dividends on the outstanding shares of Series A
Preferred Stock shall be cumulative from the date of
issue of such shares. Accrued dividends, whether or not
declared, that are not paid shall compound quarterly at
5% per annum until the date of payment of such dividends.
The amounts with respect to such compounding shall also
constitute accrued dividends. Accumulated but unpaid
dividends may be declared and paid at any time, without
reference to any regular Dividend Payment Date, to
holders of record on such date, not less than 10 days nor
more than 50 days preceding the payment date thereof, as
may be fixed by the Board of Directors of the Corporation
or a duly authorized committee thereof.
(c) So long as any of the shares of Series A Preferred
Stock are outstanding, no dividends shall be paid or
declared, nor any distribution be made, on the Common
Stock, or any other security junior to the Series A
Preferred Stock, other than a dividend payable in common
stock or such other junior security, nor shall any shares
of Common Stock, or any other security junior to the
Series A Preferred Stock, be acquired for consideration
by the Corporation, unless all dividends on the Series A
Preferred Stock for all past dividend dates shall have
been paid and the full dividends thereon for the most
recent dividend date shall have been paid or declared and
a sum sufficient for the payment thereof set apart.
Subject to the foregoing provisions, dividends on the
Common stock (payable in cash, stock or otherwise) as may
be determined by the Board of Directors may be declared
and paid from time to time out of the remaining funds
legally available for the payment of dividends, and the
Series A Preferred Stock shall not be entitled to
participate in any such dividends, whether payable in
cash, stock or otherwise.
(d) The holders of record of shares of Series A Pre-
ferred Stock shall not be entitled to any voting rights,
except as otherwise provided by law.
(e) The Corporation may at the discrimination of a
majority of the Continuing Directors (as hereinafter
defined) redeem, at any time, in whole but not in part,
all of the shares and fractional shares of Series A
Preferred stock at a redemption price of $6,060 per whole
share, reduced pro rata for redemptions of fractional
shares, plus accrued and unpaid dividends thereon (as
provided in paragraphs (a), (b) and (c) of this Section
6 above) to the date fixed for optional redemption, and
adjusted if, and to the extent that, the price at which
the Series A Preferred Stock is issued is more or less
than $6,000 per share.
(f) In the event the Corporation shall redeem the shares
of Series A Preferred Stock, notice of such redemption
shall be given by first class mail, postage prepaid,
mailed not less than 15 days nor more than 60 days prior
to the redemption date, to each holder of record of such
shares at such holder's address as the same appears on
the stock register of the Corporation, provided however,
that no failure to mail such notice nor any defect
therein shall affect the validity of the redemption of
the shares of Series A Preferred Stock to be redeemed.
Each such notice shall state: (i) the redemption date;
(ii) the place or places where certificates for shares
are to be surrendered for payment of the redemption price
and (iii) that dividends on the shares will cease to
accrue on such redemption date.
(g) Notice having been mailed as aforesaid, from and
after the redemption date (unless default shall be made
by the Corporation in providing money for the payment of
the redemption price) dividends on the share of Series A
Preferred stock shall cease to accrue and all rights of
the holders thereof as stockholders of the Corporation
(except the right to receive from the corporation the
redemption price and any accrued and unpaid dividends)
shall cease. Upon surrender in accordance with said
notice of the certificates for shares (properly endorsed
or assigned for transfer, if the Continuing Directors of
the Corporation shall so require and the notice shall so
state), such shares shall be redeemed by the Corporation
at the redemption price aforesaid.
(h) "Continuing Director" shall mean a member of the
Corporation's Board of Directors who was a member of the
Corporation's Board of Directors prior to the time an
Acquiring Person (as hereinafter defined) became an
Acquiring Person, and any successor of a Continuing
Director who is recommended in writing to succeed a
Continuing Director by a majority of Continuing Directors
then on the Corporation's Board of Directors.
(i) "Acquiring Person" shall mean any person who or
which, together with all affiliates and associates of
such person, is the Beneficial Owner (as hereinafter
defined) of 30% or more of the shares of Common Stock
then outstanding but shall not include the Corporation,
any employee benefit plan of the Corporation or any
person holding shares of Common Stock and which was
organized appointed or established by the Corporation for
or pursuant to the terms of any such plan.
(j) A person shall be deemed the "Beneficial owner" of,
and shall be deemed to "beneficially own" any securities:
(i) which such person or any of such person's affiliates
or associates beneficially owns, direct or indirectly;
(ii) which such person or any of such person's affiliates
or associates has (A) the right to acquire (whether such
right is exercisable immediately or only after the
passage of time) pursuant to any agreement, arrangement
or understanding (whether or not in writing) or upon the
exercise of conversion rights,exchange rights, rights,
warrants or options,or otherwise Provided however. that
a person shall not be deemed the "Beneficial owner" of,
or to "beneficially own", securities tendered pursuant to
a tender or exchange of or made by such person or any of
such person's affiliates or associates until such
tendered securities are accepted for purchase or exchang-
er or (B) the right to vote pursuant to any agreement,
arrangement or understanding (whether or not in writing),
provided, however, that a person shall not be deemed the
"Beneficial Owner" of, or to "beneficially own", any
security under this clause (3) if the agreement, arrange-
ment or understanding to vote such security (1) arises
solely from a revocable proxy given in response to a
public proxy or consent solicitation made pursuant to,
and in accordance with, the applicable rules and regula-
tions of the Securities Exchange Act of 1934, as amended,
and (2) is not also then reportable by such person on
Schedule 13D under said Securities Exchange Act (or any
comparable or successor report); or (iii) which are
beneficially owned, directly or indirectly, by any other
person with which such person or any of such person's
affiliates or associates has or has had any agreement,
arrangement or understanding (whether or not in writing),
for the purpose of acquiring, holding, voting (except
pursuant to a revocable proxy as described in clause (B)
of subparagraph (ii) of this paragraph (j)) or disposing
of any securities of the Corporation.
(k) Any shares of Series A Preferred Stock which shall
have been redeemed shall, after such redemption, have the
status of authorized but unissued shares of Preferred
Stock, without designation as to series until such shares
are once more designated as part of a particular series
by the Board of Directors.
(l) In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of
the CorporatIon, the holders of shares of Series A
Preferred Stock then outstanding shall be entitled to be
paid out of the assets of the Corporation available for
distribution to its stockholders an amount in cash equal
to the greater of (i) $100 for each whole share outstand-
ing, or (ii) an aggregate amount for each whole share
outstanding equal to 100 times the aggregate amount
distributable per share with respect to the Common Stock;
such amount in either case to be reduced pro rata for any
fractional shares outstanding, plus an amount in cash
equal to all accrued but unpaid dividends thereon (as
provided in paragraphs (a), (b) and (c) of this Section
6 above) to the date fixed for liquidation, dissolution
or winding up before any payment shall be made or any
assets distributed to the holders of any shares of Common
Stock or to the holders of any shares of stock ranking
junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred
Stock. If the assets of the Corporation are not suffi-
cient to pay in full the liquidation payments payable to
the holders of outstanding shares of series A Preferred
Stock, than the holders of all such shares shall share
ratably in such distribution of assets in accordance with
the amount which would be payable on such distribution if
the amounts to which the holders of outstanding shares of
Series A Preferred Stock are entitled were paid in full.
(m) For the purposes of this Section 6 neither the
voluntary sale, conveyance, exchange or transfer (for
cash, shares of stock, securities or other consideration)
of all or substantially all the property or assets of the
Corporation nor the consolidation or merger of the
Corporation with one or more other corporations shall be
deemed to be a liquidation, dissolution or winding up,
voluntary or involuntary, unless such voluntary sale,
conveyance, exchange or transfer shall be in connection
with a dissolution or winding up the business of the
Corporation.
(n) The Series A Preferred Stock shall be pari passu to
all other series of the Corporation's Preferred Stock as
to the payment of dividends and the distribution of
assets, except to the extent a series is made junior or
subordinate to the Series A Preferred Stock.
(o) Each fractional share of the Series A Preferred
Stock outstanding shall be entitled to a ratably propor-
tionate amount of all rights relating to the shares of
the Series A Preferred Stock, including dividend and
voting rights. The liquidation payment or redemption
payment with respect to each fractional share of Series
A Preferred Stock shall be equal to a ratably proportion-
ate amount of the liquidation payment or redemption
payment with respect to each outstanding share of Series
A Preferred Stock.
IV. The office of the corporation in to be located in the
County of Nassau and State of New York.
V. Its duration in to be perpetual.
VI. The Board of Directors is expressly authorized and
empowered from time to time (a) to fix, by resolution adopted by a
majority of the entire Board, the number of directors which shall
constitute the entire Board of Directors, such number to be not
less than three (3), and (b) to amend or repeal any By-Laws or
adopt any new By-Laws, but any By-Law adopted by the Board of
Directors may be amended or repealed by the shareholders at any
Annual Meeting or at any Special Meeting.
VII. Shares of stock in other corporations held by this
corporation, shall be voted by such officer or officers of this
corporation as the board of directors, by a majority vote shall
designate for this purpose, or by a proxy thereunto duly authorized
by a like vote of said board.
VIII. It is hereby provided, pursuant to section 74 of the
Stock Corporation Law, that this corporation shall have power to
issue the whole or any part of the shares of its capital stock as
partly paid stock, subject to calls thereon until the whole thereof
shall have been paid in.
IX. No contract or other transaction between the corporation
and any other corporation shall be affected, or invalidated by the
fact that any one or more of the directors of this corporation is
or are interested in, or is a director or officer, or are directors
or officers of such other corporation and any director or direc-
tors, individually or jointly, may be a party or parties to, or may
be interested in, any contract or transaction of this corporation
or in which this corporation is interested) and no contract, act or
transaction of this corporation with any person or persons, firm,
or corporations, shall be affected, or invalidated by the fact that
any director or directors of this corporation is a party, or are
parties to or interested in such contract, act or transaction, or
in any way connected with such person or persons, firm, associa-
tion or corporation, and each and every person who may become a
director of this corporation is hereby relieved from any liability
that might otherwise exist from contracting with the corporation
for the benefit of himself or any firm or association or corpora-
tion in which he may be anywise interested.
X. No holder of either class of stock shall be entitled an
of right, to purchase or subscribe for any part of unissued stock
of either class, or any additional stock to be issued by reason of
any increase of the authorized capital stock of the company, or any
bonds, certificates of indebtedness, debentures or other securities
convertible into stock of the corporation, but any such unissued
stock or such additional authorized issue of now stock, or of other
securities convertible into stock may be issued and disposed of
pursuant to resolution of the board of directors to such persons,
firms, corporations or associations and upon such terms as may be
deemed advisable by the board of directors in the exercise of their
discretion.
XI. The corporation shall indemnify any person made a party
to any action, suit or proceeding, by reason of the fact that he,
his testator or intestate, is or was a directors officer or
employee of the corporation, or of any firm, corporation, or
association which he served an such at the request of the corpora-
tion, against the reasonable expenses (including attorney's fees
and, to the extent permitted by law, any amount paid in a court
approved settlement) actually and necessarily incurred by him in
connection with the defense of such action, suit or proceeding, or
in connection with any appeal therein, except in relation to
matters as to which it shall be adjudged in such action, suit or
proceeding that such officer, director or employee is liable for
negligence or misconduct in the performance of his duties.
XII. The Secretary of State is designated as agent of the
corporation for the service of process, and directed to mail a copy
of such process to the corporation at the following address: Park
Electrochemical Corp., 5 Dakota Drive, Lake Success, New York
11042, Attention: General Counsel.
5. The changes set forth in paragraph 3 hereof, and the
restatement of the Certificate Of Incorporation set forth in
Paragraph 4 hereof, were duly authorized by the affirmative vote of
the Board of Directors of the corporation at a duly convened
meeting thereof held the 28th day of March, 1989.
IN WITNESS WHEREOF, we, the undersigned have executed and
subscribed this certificate and do affirm the foregoing as true
under the penalties of perjury this 28th day of March, 1989.
__________________________________
Allen Levine, Vice President
_________________________________
Harry Linzer, Secretary
CERTIFICATE OF AMENDMENT
of the
CERTIFICATE OF INCORPORATION
of
PARK ELECTROCHEMICAL CORP.
Under Section 805 of the Business Corporation Law
The undersigned, being respectively an Executive Vice
President and the Secretary of Park Electrochemical Corp. (a
corporation organized under the laws of the State of New York), Do
Hereby Certify as follows:
(1) The name of the Corporation is Park Electrochemical
Corp. The name under which it was originally incorporated is Park
Name Plate Inc.
(2) The Certificate of Incorporation of the Corporation
was filed by the Department of State of the State of New York on
March 31, 1954. The Restated Certificate of Incorporation of the
Corporation was filed by the Department of State of the State of
New York on April 10, 1989.
(3) The provisions of the Certificate of Incorporation
are hereby amended to increase the aggregate number of the class of
shares designated Common Stock, $.10 par value per share, which the
Corporation shall have authority to issue from 15,000,000 shares to
30,000,000 shares. To effect the foregoing, the first sentence of
the first paragraph of Article III of the Certificate of Incorpora-
tion which states the aggregate number of shares the Corporation
shall have authority to issue is hereby amended to read as follows:
The aggregate number of shares which the Corporation shall
have authority to issue shall consist of 30,000,000 shares of
Common Stock of the par value of $.10 per share, and 500,000
shares of Preferred Stock of the par value of $1 per share.
(4) The foregoing amendment to the Certificate of
Incorporation was authorized by a majority vote of the Board of
Directors of the Corporation followed by the required vote of the
holders of a majority of all outstanding shares of Common Stock
entitled to vote thereon at a meeting of shareholders of the
Corporation duly called and held for such purpose on July 12, 1995.
In Witness Whereof, the undersigned have signed this
certificate this 12th day of July, 1995, and affirm the foregoing
statements as true under the penalties of perjury.
/s/ Brian E. Shore
Brian E. Shore
Executive Vice President
/s/ Allen Levine
Allen Levine
Secretary
CERTIFICATE OF AMENDMENT
of the
CERTIFICATE OF INCORPORATION
of
PARK ELECTROCHEMICAL CORP.
(Under Section 805 of the Business Corporation Law)
It is hereby certified that:
FIRST: The name of the Corporation is PARK ELECTRO-
CHEMICAL CORP. and the name under which the Corporation was formed
was PARK NAME PLATE INC.
SECOND: The Certificate of Incorporation of the
Corporation was filed with the Department of State of the State of
New York on March 31, 1954. The Restated Certificate of Incorpora-
tion of the Corporation was filed by the Department of State of the
State of New York on April 10, 1989.
THIRD: The amendment of the Certificate of Incorpora-
tion effected by this Certificate of Amendment is to amend certain
provisions in the Certificate of Incorporation relating to the
relative rights, preferences and limitations of the shares of a
series of Preferred Stock, as fixed by the Board of Directors
pursuant to authority expressly vested in them in the Certificate
of Incorporation.
FOURTH: To accomplish the foregoing amendment, Section
6 of Article IV of the Certificate of Incorporation shall be
deleted and a new Section 6 shall be added to Article IV of the
Certificate of Incorporation which shall read as follows:
"The Board of Directors has authorized a series of
Preferred Stock which series shall be designated as
Series A Preferred Stock (the "Series A Preferred Stock")
and the number of shares constituting such series shall
be 300,000.
(a) The holders of record of shares of Series A
Preferred Stock shall be entitled to receive, when, as
and if declared by the Board of Directors or a duly
authorized committee thereof out of funds legally
available for the purpose, dividends in cash at the rate
per share of 5% per annum (calculated as a percentage of
the liquidation value per share of $100). Dividends
shall be payable quarterly, on the dates on which a
quarterly dividend or distribution on the Common Stock,
$.10 par value per share ("Common Stock") of the Corpora-
tion is payable (other than a dividend payable in Common
Stock) (each such date being referred to herein as a
"Dividend Payment Date"), commencing on the first
Dividend Payment Date after the first issuance of a share
or fraction of a share of Series A Preferred Stock, or,
if no such dividends on the Common Stock are payable,
then on such quarterly dates designated by the Board of
Directors or a duly authorized committee thereof. To the
extent the Board of Directors or a duly authorized
committee thereof does not declare the full 5% dividend
or, if so declared, such dividend is not fully paid in
cash, the amount not so declared or paid shall accumulate
as provided in paragraph (b) of this Section 6. The
Board of Directors or a duly authorized committee thereof
may fix a record date for the determination of holders of
shares of Series A Preferred Stock entitled to receive
payment of a dividend declared thereon, which record date
shall be not less than 10 days nor more than 50 days
prior to the date fixed for the payment thereof.
(b) Dividends on the outstanding share of Series A
Preferred Stock shall be cumulative from the date of
issue of such shares. Accrued dividends, whether or not
declared, that are not paid shall compound quarterly at
5% per annum until the date of payment of such dividends.
The amounts with respect to such compounding shall also
constitute accrued dividends. Accumulated but unpaid
dividends may be declared and paid at any time, without
reference to any regular Divided Payment Date, to holders
of record on such date, not less than 10 days nor more
that 50 days preceding the payment date thereof, as may
be fixed by the Board of Directors of the Corporation of
a duly authorized committee thereof.
(c) So long as any of the shares of Series A
Preferred Stock are outstanding, no dividends shall be
paid or declared, nor any distribution be made, on the
Common Stock, or any other security junior to the Series
A Preferred Stock, other than a dividend payable in
Common Stock or such other junior security, nor shall any
shares of Common Stock, or any other security junior to
the Series A Preferred Stock, be acquired for consider-
ation by the Corporation, unless all dividends on the
Series A Preferred Stock for all past dividend dates
shall have been paid and the full dividends thereon for
the most recent dividend date shall have been paid, or
declared and a sum sufficient for the payment thereof set
apart. Subject to the foregoing provisions, dividends on
the Common Stock (payable in cash, stock or otherwise) as
may be determined by the Board of Directors may be
declared and paid from time to time out of the remaining
funds legally available for the payment of dividends, and
the Series A Preferred Stock shall not be entitled to
participate in any such dividends, whether payable; in
cash, stock or otherwise.
(d) The holders of record of shares of Series A
Preferred Stock shall not be entitled to any voting
rights, except as otherwise provided by law.
(e) The shares of Series A Preferred Stock shall
not be redeemable.
(f) In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of
the Corporation, the holders of shares of Series A
Preferred Stock then outstanding shall be entitled to be
paid out of the assets of the Corporation available for
distribution to its stockholders an amount in cash equal
to the greater of (i) $100 for each whole share outstand-
ing or (ii) an aggregate amount for each whole share
outstanding equal to 100 times the aggregate amount
distributable per share with respect to the Common Stock;
such amount in either case to be reduced pro rata for any
fractional shares outstanding, plus an amount in cash
equal to all accrued by unpaid dividends thereon (as
provided in paragraphs (a), (b) and (c) of this Section
6 above) to the date fixed for liquidation, dissolution
or winding up before any payment shall be made or any
assets distributed to the holders of any shares of Common
Stock or to the holders of any shares of stock ranking
junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred
Stock. If the assets of the Corporation are not suffi-
cient to pay in full the liquidation payments payable to
the holders of outstanding shares of Series A Preferred
Stock, then the holders of all such shares shall share
ratably in such distribution of assets in accordance with
the amount which would be payable on such distribution if
the amounts to which the holders of outstanding shares of
Series A Preferred Stock are entitled were paid in full.
(g) For the purposes of this Section 6, neither the
voluntary sale, conveyance, exchange or transfer (for
cash, shares of stock, securities or other consideration)
of all or substantially all the property or assets of the
Corporation nor the consolidation or merger of the
Corporation with one or more other corporations shall be
deemed to be a liquidation, dissolution or winding up,
voluntary or involuntary, unless such voluntary sale,
conveyance, exchange or transfer shall be in connection
with a dissolution or winding up the business of the
Corporation.
(h) The Series A Preferred Stock shall be pari
passu to all other series of the Corporation's Preferred
Stock as to the payment of dividends and the distribution
of assets, except to the extent a series is made junior
or subordinate to the Series A Preferred Stock.
(i) Each fractional share of the Series A Preferred
Stock outstanding shall be entitled to a ratably propor-
tionate amount of all rights relating to the shares of
the Series A Preferred Stock, including dividend and
voting rights. The liquidation payment or redemption
payment with respect to each fractional share of Series
A Preferred Stock shall be equal to a ratably proportion-
ate amount of the liquidation payment or redemption
payment with respect to each outstanding share of Series
A Preferred Stock.
FIFTH: The foregoing amendment of the
Certificate of Incorporation of the Corporation was
authorized by the vote at a meeting of the Board of
Directors of the Corporation.
IN WITNESS WHEREOF, we have executed and subscribed this
Certificate and do affirm the foregoing as true under the penalties
of perjury as of the 7th day of August, 1995.
/s/ Brian E. Shore
Brian E. Shore
Executive Vice President
/s/ Allen Levine
Allen Levine
Secretary