Exhibit 3(i)
RESTATED CHARTER OF
CULP, INC.
The undersigned corporation, pursuant to action by its Board of
Directors and without a vote of its shareholders, hereby executes this
Restated Charter for the purpose of integrating into one document its
original Articles of Incorporation and all amendments thereto:
1. The name of the corporation is Culp, Inc.
2. The period of duration of the corporation is perpetual.
3. The purposes for which the corporation is organized are:
(a) To engage in the general business of buying, selling and
otherwise dealing in textiles and textile products.
(b) To buy, sell, rent, lease, own and otherwise deal in real
estate for industrial, commercial, or residential purposes;
to erect and construct homes and commercial and industrial
buildings, to act as rental agents, sales agents and
commission salesmen.
(c) To buy, sell and otherwise deal in and with stocks, bonds
and securities of all kinds and to act as agents and
salesmen for insurance of all types and kinds.
(d) To deal with and in all types and kinds of merchandise,
materials or products at wholesale or retail and to do
business in any other capacity.
(e) To engage in any other lawful activity including, but not
limited to, constructing, manufacturing or otherwise
producing and repairing, servicing, storing or otherwise
caring for any type of structure or commodity whatsoever;
processing. selling, brokering, factoring or distributing
any type of property whether real or personal; extracting
and processing natural resources; transporting freight or
passengers by land, sea or air; collecting and
disseminating information or advertisement through any
medium whatsoever; performing personal service of any
nature; and entering into or serving in any type of
management, investigative, advisory, promotional,
protective, insurance, guarantyship, suretyship, fiduciary
or representative capacity or relationship for any persons
or corporations whatsoever; applying for and securing
copyrights, trademarks, trade names, patents, processes,
inventions and licenses.
4. The corporation shall have the authority to issue thirty million
(30,000,000) shares consisting of twenty million (20,000,000) shares of
common stock with a par value of five cents ($0.05) per share and ten million
(10,000,000) shares of preferred stock with a par value of five cents ($0.05)
per share, the rights, preferences and limitations of which preferred stock
may be determined from time to time in the discretion of the Board of
Directors.
5. The stated capital of the corporation is Two Hundred Twenty-One
Thousand Two Hundred Ninety-Two Dollars ($221,292).
6. The shareholders of the corporation shall have no preemptive
right to acquire additional or treasury shares of the corporation.
7. The address of the registered office of the corporation in the
State of North Carolina is 2020 Logan Street, High Point, Guilford County,
North Carolina; and the name of its registered agent at such address is R. G.
Culp, Jr.
8. A director of the corporation shall not be personally liable to
the corporation or its shareholders, whether in an action brought by or in
the right of the corporation or otherwise, for monetary damages for breach of
his duty as director, except for liability for (i) acts or omissions not made
in good faith that the director at the time of such breach knew or believed
were in conflict with the best interests of the corporation, (ii) any
liability under Section 55-32 of the North Carolina Business Corporation Act,
(iii) any transaction from which the director derived an improper personal
benefit, or (iv) acts or omissions occurring prior to the date this Article
became effective pursuant to the filing of Articles of Amendment with the
Secretary of State of the State of North Carolina in accordance with Section
55-103 of the North Carolina Business Corporation Act. If the North Carolina
Business Corporation Act is amended after approval by the shareholders of
this Article to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent permitted by
The North Carolina Business Corporation Act, as so amended. Any repeal or
modification of this paragraph by the shareholders 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.
9. Except as otherwise expressly provided in this Article:
(i) any merger or consolidation of the corporation with or
into any other corporation; or
(ii) any sale, lease, exchange or other disposition of all or
substantially all of the assets of the corporation to or
with any other corporation, person or other entity; or
(iii) any issuance or transfer by the corporation of any of its
securities to any other corporation, person or other entity
as part of an exchange or acquisition of the securities or
assets of such other corporation, person or other entity.
shall require the affirmative vote of the holders of at least two-thirds
(2/3) of the outstanding shares of capital stock of the corporation entitled
to vote.
The provisions of this Article shall not apply to any transaction
described in clauses (i), (ii), or (iii) of this Article if the transaction
has been approved by not less than sixty percent (60%) of the directors of
the corporation. In considering any such transaction and in exercising its
judgment as to what is in the best interest of the corporation and its
shareholders, the Board of Directors shall give due consideration to all
relevant factors, including without limitation the social and economic
effects on the employees, customers, suppliers and other constituents of the
corporation and its subsidiaries and on the communities in which the
corporation and its subsidiaries operate or are located.
This Article may not be amended or rescinded except (l) by the
affirmative vote of the holders of at least two-thirds (2/3) of the
outstanding shares of capital stock of the corporation entitled to vote, or
(2) by the affirmative vote of the holders of at least a majority of such
shares if the amendment or rescission is recommended to the shareholders by
the Board of Directors of the corporation and that recommendation has been
approved by not less than sixty percent (60%) of the directors of the
corporation.
10. This Restated Charter purports merely to restate but not to
change the provisions of the original articles of incorporation as
supplemented and amended; and there is no discrepancy, other than as
expressly permitted by Section 55-105 of the General Statues of North
Carolina, between the said provisions and the provisions of this Restated
Charter.
IN WITNESS THEREOF, this statement is executed by the
_______________________ president and secretary of the corporation this 31st
day of December, 1987.
CULP, INC.
By /s/Robert G. Culp, III
President
By /s/ Sharyn M. Andrews
Secretary
STATE OF North Carolina
COUNTY OF Guilford
I, Carol D. Briley, a Notary Public, hereby certify that on this 31st
day of December, 1987, personally appeared before me Sharyn M. Andrews and
Robert G. Culp, III, each of whom being by me first duly sworn, declared that
he signed the foregoing document in the capacity indicated, that he was
authorized so to sign, and that the statements therein contained are true.
/s/ Carol D. Briley
Notary Public
My commission expires:
3-25-92
(NOTARIAL SEAL)
ARTICLES OF AMENDMENT
OF
CULP, INC.
The undersigned corporation hereby submits these Articles of Amendment
for the purpose of amending its articles of incorporation:
1. The name of the corporation is Culp, Inc.
2. The following amendment to the articles of incorporation of the
corporation was adopted by its shareholders on the 20th day of September,
1994, in the manner prescribed by law:
The Articles of Incorporation shall be amended by deleting
Article 4 in its entirety and substituting the following text as
Article 4:
4. The corporation shall have the authority to issue
fifty million (50,000,000) shares consisting of forty million
(40,000,000) shares of common stock with a par value of five
cents ($0.05) per share and ten million (10,000,000) shares of
preferred stock with a par value of five cents ($0.05) per share,
the rights, preferences and limitations of which preferred stock
may be determined from time to time in the discretion of the
Board of Directors.
3. These articles will become effective upon filing.
This the 21st day of December, 1994.
CULP, INC.
By: /s/ Robert G. Culp, III
Robert G. Culp, III
Chief Executive Officer
ARTICLES OF AMENDMENT
OF
CULP, INC.
The undersigned corporation hereby submits these Articles of Amendment
for the purpose of amending its Restated Charter to fix the designation,
preferences, limitations and relative rights of a series of its Preferred
Stock.
1. The name of the corporation is Culp, Inc.
2. The Restated Charter of the corporation is hereby amended by adding the
following provisions, as follows:
Pursuant to the authority vested in the Board of Directors in
accordance with the provisions of its Restated Charter, a series of Preferred
Stock designated as Series A Participating Preferred Stock, $0.05 par value
per share, be, and it hereby is, created, and that the designation and amount
thereof and the powers, preferences and relative, participating, optional and
other special rights of the shares of such series, and the qualifications,
limitations or restrictions thereof (in addition to the provisions in the
Restated Charter that are applicable to the Preferred Stock of all classes
and series) are as follows:
Series A Participating Preferred Stock
1. Designation and Amount. The shares of such series of Preferred Stock shall be
designated as "Series A Participating Preferred Stock," par value $0.05 per
share, and the number of shares constituting such series shall be 2,000,000.
Such number of shares may be increased or decreased by resolution of the Board
of Directors; provided, however, that no decrease shall reduce the number of
shares of Series A Participating Preferred Stock to less than the number of
shares then issued and outstanding plus the number of shares issuable upon
exercise of outstanding rights, options or warrants or upon conversion of
outstanding securities issued by the Corporation convertible into Series A
Participating Preferred Stock.
2. Dividends and Distribution.
(a) Subject to the prior and superior rights of the holders of any
shares of any series of capital stock ranking prior and superior to the
shares of Series A Participating Preferred Stock with respect to dividends,
the holders of shares of Series A Participating Preferred Stock, in
preference to the holders of shares of the Corporation's Common Stock, par
value $0.05 per share ("Common Stock"), and of any other shares of any
class or series of stock of the Corporation ranking junior to the Series A
Participating Preferred Stock, shall be entitled to receive, when, as and
if declared by the Board of Directors out of funds legally available for
the purpose, quarterly dividends payable in cash on the first day of
January, April, July and October in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of a
share or fraction of a share of Series A Participating Preferred Stock, in
an amount per share (rounded to the nearest cent) equal to the greater of
(a) $1.00 or (b) the sum of (x) the Adjustment Number (as defined below)
times the aggregate per share amount of all cash dividends, and (y) the
Adjustment Number times the aggregate per share amount (payable in kind) of
all non-cash dividends or other distributions, other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared on the
Common Stock since the immediately preceding Quarterly Dividend Payment
Date, or, with respect to the first Quarterly Dividend Payment Date, since
the first issuance of any share or fraction of a share of Series A
Participating Preferred Stock. The "Adjustment Number" shall initially be
one hundred (100). In the event the Corporation shall at any time after
October 12, 1999, declare or pay any dividend on Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case
the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a fraction the numerator
of which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such event.
(b) The Board of Directors shall declare a dividend or distribution on
the Series A Participating Preferred Stock as provided in paragraph (a)
above immediately after it declares a dividend or distribution on the
Common Stock (other than a dividend payable in shares of Common Stock);
provided that, in the event no dividend or distribution shall have been
declared on the Common Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend Payment
Date, a dividend of $1.00 per share on the Series A Participating Preferred
Stock shall nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.
(c) Dividends on shares of Series A Participating Preferred Stock
shall be cumulative: (i) on the first such shares issued, from the date of
issuance; and (ii) on any such shares issued thereafter, from the Quarterly
Dividend Payment Date next preceding the date of issuance. Accrued but
unpaid dividends shall not bear interest. Dividends paid on the shares of
Series A Participating Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares
shall be allocated pro rata on a share-by-share basis among all such shares
at the time outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of Series A Participating Preferred
Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be no more than sixty (60) days prior to
the date fixed for the payment thereof.
3. Voting Rights. The holders of shares of Series A Participating
Preferred Stock shall have the following voting rights:
(a) Each share of Series A Participating Preferred Stock shall entitle
the holder thereof at any time to a number of votes equal to the Adjustment
Number (as in effect at such time) on all matters submitted to a vote of
the shareholders of the Corporation.
(b) Except as otherwise provided herein, in the Restated Charter as
from time to time amended, or by law, the holders of Series A Participating
Preferred Stock and the holders of Common Stock and any other capital stock
of the Corporation having general voting rights shall vote together as one
class on all matters submitted to a vote of shareholders of the
Corporation.
(c) Except as otherwise provided herein, in the Restated Charter as
from time to time amended, or by law, holders of Series A Participating
Preferred Stock shall have no special voting rights and their consent shall
not be required (except to the extent they are entitled to vote with
holders of Common Stock as set forth herein) for taking any corporate
action.
4. Certain Restrictions.
(a) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Participating Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of Series A
Participating Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:
(i) declare or pay dividends, or make any other distributions, on
any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Participating
Preferred Stock;
(ii) declare or pay dividends on or make any other distributions
on any shares of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series A
Participating Preferred Stock, except dividends paid ratably on the
Series A Participating Preferred Stock and all such parity stock on
which dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Participating
Preferred Stock, provided that the Corporation may at any time redeem,
purchase or otherwise acquire shares of any such junior stock in
exchange for shares of any stock of the Corporation ranking junior
(either as to dividends or upon liquidation, dissolution or winding
up) to the Series A Participating Preferred Stock; or
(iv) redeem or purchase or otherwise acquire for consideration
any shares of Series A Participating Preferred Stock, or any shares of
stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Participating Preferred
Stock, except in accordance with a purchase offer made in writing or
by publication (as determined by the Board of Directors) to all
holders of Series A Participating Preferred Stock, or to such holders
and holders of any such shares ranking on a parity therewith, upon
such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and
preferences of the respective series and classes, shall determine in
good faith will result in fair and equitable treatment among the
respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of
the Corporation unless the Corporation could, under paragraph (a) of this
Section 4, purchase or otherwise acquire such shares at such time and in
such manner.
5. Reacquired Shares. Any shares of Series A Participating Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
shares shall upon their retirement and cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to any conditions and restrictions on issuance set forth
herein, or in any other Articles of Amendment creating a series of Preferred
Stock or any similar stock or as otherwise required by law.
6. Liquidation, Dissolution or Winding Up.
(a) Upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, no distribution shall be made to the holders
of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Participating
Preferred Stock unless, prior thereto, the holders of shares of Series A
Participating Preferred Stock shall have received $100.00 per share, plus
an amount equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment (the "Series A
Liquidation Preference"). Following the payment of the full amount of the
Series A Liquidation Preference, no additional distributions shall be made
to the holders of shares of Series A Participating Preferred Stock unless,
prior thereto, the holders of shares of Common Stock shall have received an
amount per share (the "Common Adjustment") equal to the quotient obtained
by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment
Number. Following the payment of the full amount of the Series A
Liquidation Preference and the Common Adjustment in respect of all
outstanding shares of (1) Series A Participating Preferred Stock and
(2) Common Stock, respectively, (a) holders of Series A Participating
Preferred Stock and (b) holders of shares of Common Stock shall, subject to
the prior rights of all other series of Preferred Stock, if any, ranking
prior thereto, receive their ratable and proportionate share of the
remaining assets to be distributed in the ratio of the Adjustment Number to
1 with respect to (x) the Series A Participating Preferred Stock and
(y) the Common Stock, on a per share basis, respectively.
(b) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference
and the liquidation preferences of all other series of Preferred Stock, if
any, that rank on a parity with the Series A Participating Preferred Stock,
then such remaining assets shall be distributed ratably to the holders of
such parity shares in proportion to their respective liquidation
preferences. In the event, however, that there are not sufficient assets
available to permit payment in full of the Common Adjustment, then such
remaining assets shall be distributed ratably to the holders of Common
Stock.
7. Consolidation, Merger, etc. In case the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case each share of Series A
Participating Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share equal to the Adjustment Number times the
aggregate amount of stock, securities, cash and/or any other property (payable
in kind), as the case may be, into which or for which each share of Common Stock
is changed or exchanged.
8. No Redemption. Shares of Series A Participating Preferred Stock shall not be
subject to redemption by the Corporation.
9. Ranking. The Series A Participating Preferred Stock shall rank junior to all
other series of the Corporation's Preferred Stock as to the payment of dividends
and the distribution of assets, unless the terms of any such series shall
provide otherwise, and shall rank senior to the Common Stock as to such matters.
10. Amendment. At any time that any shares of Series A Participating Preferred
Stock are outstanding, the Restated Charter of the Corporation shall not be
amended in any manner which would materially alter or change the powers,
preferences or special rights of the Series A Participating Preferred Stock so
as to affect them adversely without the affirmative vote of the holders of at
least two-thirds of the outstanding shares of Series A Participating Preferred
Stock, voting separately as a single class.
11. Fractional Shares. Series A Participating Preferred Stock may be issued in
fractions of a share that shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Participating Preferred Stock.
3. The foregoing amendment was adopted on the 21st day of September, 1999,
by the directors without shareholder action, which was not required under
Section 55-6-02 of the General Statutes of North Carolina or the Restated
Charter of the Corporation which provides that the Board of Directors may
determine the preferences, limitations and relative rights of the blank-check
preferred stock authorized in the Restated Charter.
This the 5th day of October, 1999.
CULP, INC.
By: /s/ Philip W. Wilson
Phil W. Wilson
Vice President and Chief Financial Officer