RESTATED ARTICLES OF INCORPORATION
OF
NIKE, INC.
ARTICLE I
These Restated Articles of Incorporation supersede the previously
existing Articles of Incorporation of NIKE, Inc. and all amendments
thereto.
ARTICLE II
The name of this Corporation is NIKE, Inc. and its duration shall
be perpetual.
ARTICLE III
The purposes for which this Corporation is organized are to engage
in any lawful activity for which corporations may be organized under ORS
Chapter 57.
ARTICLE IV
The aggregate number of shares which the Corporation shall have the
authority to issue is divided as follows:
A. 110,000 shares of Class A Common Stock, no par value;
B. 350,000 shares of Class B Common Stock, no par value; and
C. 300,000 shares of Preferred Stock, $1.00 par value.
Immediately upon the filing of these Restated Articles of Incorporation
with the Corporation Commissioner for the State of Oregon, each share of the
Corporation's Common Stock, without par value, outstanding immediately prior
to such filing shall become, without further action and without the necessity
of transfer or exchange of any share certificates, 30 shares of the
Corporation's Class A Common Stock, without par value, and the holders
thereof shall be entitled to all of the rights and preferences of such class
of stock as set forth in these Restated Articles of Incorporation.
The Class A Common Stock and the Class B Common Stock are sometimes
collectively referred to herein as the "Common Stock." The designations,
preferences, limitations and relative rights granted to or imposed upon the
respective classes of the shares of capital stock and the holders thereof are
as follows:
A. Preferred Stock, $1.00 par value
1. Dividends. The holders of Preferred Stock shall be
entitled to receive dividends at the rate of $.10 per share per annum
payable annually on May 31. Dividends shall be cumulative. Computation
of the amount of dividends accrued in respect of a fraction of a year shall
be on the basis of a 365-day year. In case dividends for any period are not
paid in full, all shares of Preferred Stock shall participate ratably in the
payment of dividends for such period in proportion to the full amount of such
dividends for such period to which they are entitled. Unpaid dividends shall
bear interest at the rate of 12 percent per annum. No dividend shall be
declared or paid or set apart for payment in any fiscal year on the Common
Stock or on any class of stock of the Corporation ranking as to dividends
subordinate to the Preferred Stock, until all dividends for such fiscal year
for all outstanding shares of Preferred Stock have been declared and paid, or
set apart for payment, in full.
2. Voting Rights. Except as otherwise expressly required by
law, shares of Preferred Stock shall not be entitled to vote on any matter
submitted to shareholders, other than matters listed below:
(a) Sale of all or substantially all of the assets of
the Corporation or any of its subsidiaries.
(b) Merger, consolidation, liquidation or dissolution of
the Corporation.
(c) Sale or assignment of the "NIKE" trademark for
athletic shoes sold in the United States.
On any of the foregoing matters or on any matters as to which voting
of the Preferred Stock shall be expressly required by law, such stock shall
be entitled to one vote per share, and it shall vote as a separate class.
If any such matter is submitted for approval by Preferred Shareholders
and is not approved by the holders of more than 66-2/3 percent of the shares
of Preferred Stock outstanding, the Corporation and the holders of Preferred
Stock shall have the following rights and obligations:
(a) Holders of Preferred Stock voting against the action
may require the Corporation to redeem all of its shares of Preferred Stock
by giving written notice to the Corporation and stating that the shares of
Preferred Stock shall be redeemed by the Corporation on a specified date,
which may not be less than 60 days from the date of the notice. The
redemption price shall be $1.00 per share, plus accrued dividends and
interest, if any.
(b) The Corporation may redeem any or all of the shares
of Preferred Stock voting against the action by giving written notice to
the holders of Preferred Stock and stating in such notice that the shares
of Preferred Stock shall be redeemed by the Corporation on a specified
date, which may not be more than 60 days from the date the notice is given.
The redemption price shall be $1.00 per share, plus accrued dividends and
interest, if any.
3. Liquidation. The holders of Preferred Stock shall be entitled
to receive, before any payment or distribution of the assets of the
Corporation, whether capital or surplus, shall be made to or set apart
for the holders of the Common Stock or any other series or class of stock
ranking junior to such Preferred Stock as to rights upon liquidation,
dissolution or winding up of the affairs of the Corporation, voluntarily
or involuntarily, $1.00 per share, together with all dividends declared
and unpaid thereon to the date of final distribution, and no more. If,
upon liquidation, dissolution or winding up of the Corporation, the assets
of the Corporation distributable among the holders of Preferred Stock shall
be insufficient to pay in full the preferential amount aforesaid, then such
assets shall be distributed among such holders ratably in proportion to the
full amounts which would be payable on said shares if all amounts payable
thereon were paid in full. Neither the merger nor consolidation of the
Corporation into or with any other corporation, nor the merger or
consolidation of any other corporation into or with the Corporation,
nor a sale, transfer or lease of all or any part of the assets of the
Corporation shall be deemed to be a liquidation, dissolution or winding
up of the Corporation within the meaning of this paragraph.
4. Redemption by the Corporation. The Corporation, at its
option, may redeem shares of Preferred Stock in any one or more of the
following situations:
(a) The Corporation may redeem all, but not less than
all, of the shares of Preferred Stock by giving written notice to the
holders of Preferred Stock and stating in such notice that the shares
of Preferred Stock shall be redeemed by the Corporation on a specified d
ate which shall not be more than 90 days from the date the notice is
given. The redemption price shall be $1.00 per share, plus accrued
dividends and interest, if any. At the time of any redemption under
this paragraph A.4.(a) of Article IV, in addition to paying the
redemption price, the Corporation shall repay the entire indebtedness
owed by the Corporation to the holders of Preferred Stock.
(b) If a holder of Preferred Stock desires to sell or
transfer the Preferred Stock (to any person other than Nissho Iwai Co.,
Ltd. or one of its subsidiaries), the Corporation may redeem the
Preferred Stock proposed for sale. The redemption price shall be
$1.00 per share, plus accrued dividends and interest, if any.
(i) In the event of a proposed sale or transfer,
the holder of Preferred Stock shall notify the Corporation of its
intention to sell or transfer the Preferred Stock and provide the
Corporation with the name of the proposed transferee and the terms
of the transfer. If the Corporation chooses to exercise its right to
redeem, the Corporation shall give the holder of Preferred Stock
written notice of its intention to redeem within 15 days from the date
the Corporation receives notice of the holder's proposed sale or
transfer. Any such redemption notice by the Corporation will provide
for redemption no more than 60 days from the time such redemption
notice is given by the Corporation to the holder of Preferred Stock
(ii) If a holder of Preferred Stock sells or
transfers Preferred Stock, any transferee shall be subject to the
redemption rights set forth in these Articles.
(c) In the event that the Supply Agreement executed
by the Corporation and Nissho Iwai American Corporation on October 7,
1976, is terminated by either party, the Corporation may redeem by
giving written notice to the holders of the Preferred Stock and
stating in such notice that the shares of Preferred Stock shall be
redeemed on a specified date which shall not be more than 60 days
from the date such notice is given. The redemption price shall be
$1.00 per share, plus accrued dividends and interest, if any.
Notice of any proposed redemption of shares of Preferred Stock
shall be given by the Corporation by mailing a copy of such notice
to the holders of record of the shares to be redeemed, at their
respective addresses as appearing on the books of the Corporation.
5. Redemption by Holder. In the event that the Supply
Agreement executed by the Corporation and Nissho Iwai American
Corporation on October 7, 1976, is terminated by either party, the
holders of the Preferred Stock may redeem by giving written notice to
the Corporation and stating in such notice that the shares shall be
redeemed on a specified date which shall not be less than 60 days
from the date such notice is given. The redemption price shall be
$1.00 per share, plus accrued dividends and interest, if any.
B. Class A Common Stock and Class B Common Stock.
1. Voting Rights. Subject to the rights granted
herein to the Preferred Stock, the holders of the Common Stock shall
possess all of the voting power of the capital stock of this Corporation.
All such shares shall have one vote per share and shall vote together
as one class except as provided in this Article IV, Section B,
subsection 1, or as may otherwise be required by law.
At any time that the number of outstanding shares of the Class
B Common Stock shall equal or exceed 25 percent of the total
outstanding shares of Common Stock, determined as of the record
date established for the purpose of determining shareholders entitled
to vote, the shares of the Class A and Class B Common Stock shall vote
separately for the purpose of electing directors. At any such time, the
holders of the Class B Common Stock, voting as a separate class, shall be
entitled to elect a number of directors equal to 25 percent (rounded up to
the nearest whole number) of the total number of authorized directors.
The holders of the Class A Common Stock, voting as a separate class,
shall elect all remaining members of the Board of Directors. The two
classes shall continue to vote separately for the election of directors
as long as the outstanding shares of the Class B Common Stock represent
25 percent or more of the total outstanding Common Stock.
Without regard to the above provisions relating to class voting
for directors, if at any time the number of outstanding shares of the
Class A Common Stock shall be less than 12.5 percent of the total
outstanding Common Stock, the holders of the Class B Common Stock
shall continue to elect, voting as a separate class, 25 percent
(rounded up to the nearest whole number) of the total number of
authorized directors, and the holders of the Class A Common Stock and
the holders of the Class B Common Stock shall elect all remaining
members of the Board of Directors, voting together as a single class.
In any vote for the removal of a director from office, the shares
of the Class A and Class B Common Stock shall vote together and as one
class, except that a director elected by the vote of either the Class
A Common Stock or the Class B Common Stock, voting separately as a class,
or a director appointed to fill the vacancy left by a director who was
elected by separate class vote, may be removed from office only upon
the affirmative vote of the holders of a majority of the outstanding
shares of the class which elected him or his predecessor.
Nothing within this Article IV concerning voting rights is
intended to modify or otherwise affect the voting provisions which
are contained in Article VI of these Restated Articles of Incorporation,
as amended.
2. Conversion Rights of the Class A Common Stock.
Subject to the following terms and conditions, each share of
Class A Common Stock shall be convertible into a fully paid and
nonassessable share of the Class B Common Stock. At the option of the
respective holders, up to 1,017,000 shares of Class A Common Stock which
will be outstanding upon the filing with the Oregon Corporation
Commissioner of these Restated Articles of Incorporation shall be
convertible at any time, and all remaining shares shall be convertible
at any time from and after the 90th day following the effective date
under the Securities Act of 1933 of the Corporation's Registration
Statement filed with the Securities and Exchange Commission in October
1980. The conversion ratio shall be one share of Class B Common Stock
for each share of Class A Common Stock surrendered for conversion.
Such conversion rights shall include and be subject to the following:
(a) Conversion may be affected as to all or any whole
number of shares evidenced by any certificate for shares of Class A
Common Stock upon surrender of such certificate to the Corporation
at its principal office or to such agent or agents as may be designated
by the Board of Directors. Shares so surrendered for conversion shall
be accompanied by written evidence of the holder's election to convert
such shares and (if so requested by the Corporation) accompanied by an
instrument of transfer, in form satisfactory to the Corporation, duly
executed by the holder of his duly authorized attorney.
(b) As promptly as practicable after the surrender of
the shares for conversion in the manner herein provided, the Corporation
shall deliver or cause to be delivered to the holder of the shares so
surrendered, certificates representing the number of fully paid and
nonassessable shares of the Class B Common Stock of the Corporation into
which such shares of Class A may be converted together with (if the
certificate for the shares of Class A surrendered includes shares which
are not being converted) certificates representing the number of shares
of Class A Common Stock not then being so converted. Such conversion
shall be deemed to have been made as soon as the shares of the Class A
Common have been surrendered for conversion in the manner herein provided,
so that the rights of the holder of the shares of Class A Common so
surrendered shall cease at such time and the person entitled to receive the
Class B Common Stock upon such conversion shall be treated for all
purposes as having become the record holder of such shares of Class B
Common Stock at such time; provided, however, that no such surrender on
any date when the stock transfer books of the Corporation shall be closed
or after the record date shall have been set shall be effective to
constitute the person or persons entitled to receive the shares of Class
B Common Stock upon conversion of their shares of Class A Common Stock
as the record holder or holder of such shares of Class B Common Stock
on such date, but rather such shares shall retain the rights of Class A
Common Stock until after the event for which the record date was set or
the transfer books were closed.
(c) The Corporation shall at all times reserve and keep
available for issue upon the conversion of the Class A Common Stock such
number of its authorized but unissued shares of Class B Common Stock as
will be sufficient to permit the conversion of all outstanding shares of
the Class A Common Stock.
(d) In the case of any reclassification of the outstanding
shares of the Class B Common Stock, or in the case of any consolidation or
merger of the Corporation with or into another corporation, the result of
which is that shares of Class B Common Stock become convertible into or
entitled to receive securities or other property different from that which
shares of Class A Common Stock then outstanding shall have the right
thereafter to convert any of such shares into the kind and amount of
shares of stock and other securities which a holder of that number of
shares of the Class B Common Stock into which such shares are convertible
received or is entitled to receive.
(e) At no time shall the record date be set for any vote by
the shareholders of the Corporation upon any merger, consolidation, sale
of substantially all of the assets of the Corporation or any other event
which under the Oregon Business Corporation Act is required to be submitted
to the shareholders for a vote without first providing not less than 10
days' prior written notice of such date and event to the registered holders
of the Class A Common Stock as shown on the books of the Corporation, if
as a part of such transaction the shares of the Class B Common Stock are
to be treated differently or to be entitled to different rights than the
shares of the Class A Common Stock.
3. Other Rights. All rights to which holders of capital stock
are entitled and which are not expressly granted to the Preferred Stock
under this Article are reserved to and vested in the Common Stock. In
all respects other than voting, which rights are set forth hereinabove,
the shares of the Class A and the Class B Common Stock shall have
identical rights, provided that no stock dividend, stock split or other
issuance of shares by the Corporation without consideration shall without
express authorization of the Board of Directors result in the shares of
one class of stock becoming entitled to receive shares of the other. No
stock dividend, stock split or other issuance of shares without
consideration shall be effected by the Corporation with respect to
either class of Common Stock except such action as shall affect both
classes of stock ratably on a share-for-share basis. There shall be
no preference between shares of Class A Common Stock and shares of
Class B Common Stock with respect to dividends or the rights to proceeds
upon liquidation, dissolution or the winding up of the affairs of the
Corporation.
ARTICLE V
The authorized number of directors of the Corporation shall be
seven, provided that such number may be increased (or decreased to not
less than 5) by resolution of the Board of Directors. Vacancies on the
Board may be filled by the affirmative vote of the remaining directors,
including any vacancy created by an increase in the number of directors,
provided that no vacancy created by the resignation, removal from office
or death of a director who was elected by a separate class vote of the
Common Stock shall be filled by the Board of Directors, except upon the
affirmative vote of a majority of the remaining directors similarly
elected by such class. If none shall be remaining, the vacancy shall be
filled by the remainder of the directors.
ARTICLE VI
A. The affirmative vote of the holders of not less
than 80 percent of all outstanding Common Stock, voting as one
class, shall be required for the approval or authorization of any
"business combination" (as hereafter defined) with any person or
entity which, as of the record date for the determination of the
shareholders entitled to notice thereof and to vote thereon, is the
beneficial owner of 10 percent or more of the outstanding Common Stock
of the Corporation. Any such 80 percent vote in order to constitute due
and valid authorization under this Article must include not less than 50
percent of the Common Stock held by persons other than the person or
entity interested in such transaction.
B. The term "business combination" shall mean
1. any merger or consolidation of the Corporation or
any subsidiary of the Corporation with or into any other person or
entity;
2. the sale of substantially all of the assets of the
Corporation to any other person or entity; or
3. any other transaction with such person or entity for
which approval of the shareholders of this Corporation is required by
law or by any agreement between the Corporation and any national
securities exchange.
C. The foregoing voting requirements shall not be applicable
to any business combination approved by resolution of the Board of
Directors prior to any such shareholder vote, provided that the
resolution received the affirmative vote of a majority of the
directors elected at the most recent annual meeting of shareholders
(including any replacements for such directors who were appointed by
the board), or to any business combination solely between the
Corporation and any other corporation or entity in which 50 percent or
more of the voting stock or interest is owned by the Corporation.
D. Beneficial ownership for purposes of this Section shall
be deemed to include all shares which would be determined to be
beneficially owned (whether directly by such person or entity or
indirectly through any affiliate or otherwise) under Rule 13d-3 of
the Securities and Exchange Commission as in effect on the date of
filing of these Restated Articles of Incorporation with the Oregon
Corporation Commissioner as well as all shares of the Corporation
which the other entity has the right to acquire, pursuant to any
agreement or otherwise.
E. The determination of whether a proposed business
combination is within the scope of this Article VI, including
without limitation, the determination of whether such other party
beneficially owns 10 percent or more of the outstanding Common Stock
of the Corporation for purposes of this Article VI, shall be made by
the Board of Directors. Such determination shall, if made in god
faith, be binding upon all parties.
F. The shareholder vote, if any, required for any business
combination not expressly subject to the supermajority voting
provision of this Article VI shall be such vote as may otherwise be
required by applicable law.
ARTICLE VII
Articles V and VI, and this Article VII, of these Restated
Articles of Incorporation may not be amended except upon the affirmative
vote of 80 percent of the outstanding Common Stock.
ARTICLE VIII
A. The Corporation shall have the power to indemnify to
the fullest extent not prohibited by law any person who is made
or threatened to be made a party to, witness in, or otherwise involved
in, any action, suit or proceeding, whether civil, criminal,
administrative, investigative, legislative, formal or informal,
internal or external or otherwise (including an action, suit or
proceeding by or in the right of the Corporation) by reason of the fact
that the person is or was a director, officer, employee or agent of the
Corporation or a fiduciary within the meaning of the Employee Retirement
Income Security Act of 1974 with respect to any employee benefit plan of
the Corporation, or serves or served at the request of the Corporation
as a director, officer, employee or agent or as a fiduciary of an
employee benefit plan, of another corporation, partnership, joint
venture, trust, or other enterprise. Any indemnification provided
pursuant to this Article VIII shall not be exclusive of any rights to
which the person indemnified may otherwise be entitled under any
articles of incorporation, bylaw, agreement, statute, policy of
insurance, vote of shareholders or Board of Directors, or otherwise,
which exists at or subsequent to the time such person incurs or becomes
subject to such liability and expense.
B. To the fullest extent not prohibited by law, no director
of the Corporation shall be personally liable to the Corporation or
its shareholders for monetary damages for conduct as a director.
No amendment or repeal of this Article VIII, nor the adoption of
any provision of these Restated Articles of Incorporation inconsistent
with this Article VIII, nor a change in the law, shall adversely affect
any right or protection that is based upon this Paragraph B and pertains
to conduct that occurred prior to the time of such amendment, repeal,
adoption or change. No change in the law shall reduce or eliminate the
rights and protections set forth in this Paragraph B unless the change
in the law specifically requires such reduction or elimination. If the
Oregon Business Corporation Act is amended after this Article VIII
becomes effective to authorize corporate action further eliminating or
limiting the personal liability of directors of the Corporation, then
the liability of directors of the Corporation shall be eliminated or
limited to the fullest extent not prohibited by the Oregon Business
Corporation Act as so amended.
ARTICLE IX
(1) No contract or other transaction between the Corporation
and one or more of its directors or any other corporation, firm,
association or entity in which one or more of its directors are
directors or officers or are financially interested, shall be either
void or voidable because of such relationship or interest or because
such director or directors are present at the meeting of the Board of
Directors or a committee thereof which authorizes, approves or ratifies
such contract or transaction or because his or their votes are counted
for such purpose, if:
(a) The fact of such relationship or interest is
disclosed or known to the Board of Directors or committee which
authorizes, approves or ratifies the contract or transaction by a vote
or consent sufficient for the purpose without counting the votes or
consents of such interested directors; or
(b) The fact of such relationship or interest is
disclosed or known to the shareholders entitled to vote and they
authorize, approve or ratify such contract or transaction by vote or
written consent; or
(c) The contract or transaction is fair and reasonable
to the Corporation.
(2) Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of
Directors or a committee thereof which authorizes or ratifies such
contract or transaction.
This Article shall not invalidate any contract or other transaction
which would otherwise be valid under applicable law.
ARTICLE X
No holder of any class of stock of the Corporation now or
hereafter authorized shall have any preemptive or preferential right
of subscription to or otherwise be entitled to acquire any shares of
any class of stock of the Corporation, whether now or hereafter
authorized, or to any obligation convertible or exchangeable into
stock of the Corporation, or any right, option or warrant of
subscription to any of the foregoing, other than such, if any, as
may be specifically authorized by, pursuant to the authority hereby
given, the Board of Directors.
ARTICLE XI
The stated capital of the Corporation at the time of the adoption
of these Restated Articles of Incorporation is $__________.
Executed this ___ day of ___________, 19____.
NIKE, Inc.