State of Delaware
Office of Secretary of State
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF RESTATED
CERTIFICATE OF INCORPORATION OF HAMPSHIRE GROUP, LIMITED FILED IN THIS OFFICE ON
THE THIRTY-FIRST DAY OF DECEMBER, A.D. 1990, AT 10:30 O'CLOCK A.M.
/s/ Michael Harkins, Secretary of State
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AUTHENTICATION: *2922580
DATE: 01/15/1991
Department of State (Seal)
Delaware
721015080
RESTATED CERTIFICATE OF INCORPORATION
OF
HAMPSHIRE GROUP, LIMITED
PURSUANT TO SECTIONS 242 AND 245
OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE
HAMPSHIRE GROUP, LIMITED, a Delaware corporation, the original Certificate
of Incorporation of which was filed with the Secretary of the State of Delaware
on October 27, 1976 under the name of Stahl Instruments, Inc., HEREBY CERTIFIES
that this Restated Certificate of Incorporation, restating, integrating and
amending its Certificate of Incorporation, was duly proposed by its Board of
Directors and adopted by the written consent of its stockholders in accordance
with Sections 228, 242 and 245 of the General Corporation Law of the State of
Delaware, that any required written notice has been provided to stockholders in
accordance with Section 228 of the General Corporation Law of the State of
Delaware and that the capital of the Corporation is not being reduced under or
by reason of any amendment in this Restated Certificate of Incorporation.
FIRST: The name of this corporation (the "Corporation") is: HAMPSHIRE
GROUP, LIMITED
SECOND: The address of the registered office of the Corporation in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.
THIRD: The nature of the business or purpose for which the Corporation is
to be conducted or promoted is: To engage in the manufacture and sale of all
types of textile products and apparel; and To engage in any other lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
In general, to possess and exercise all of the powers and privileges
granted by the General Corporation Law of Delaware or by any other law of
Delaware or by this Restated Certificate of Incorporation together with any
powers incidental thereto, so far as such powers and privileges are necessary or
convenient to the conduct, promotion or attainment of the business or purposes
of the Corporation.
FOURTH: A. AUTHORIZED SHARES
The total number of shares of stock which the Corporation shall have
authority to issue is Ten Million One Hundred and Fifty Thousand (10,150,000)
shares, of which Ten Million (10,000,000) shares shall have a par value of Ten
Cents ($.10) each and shall be designated "Common Stock", and One Hundred Fifty
Thousand (150,000) shares shall have a par value of Ten Cents ($.10) each and be
Serial Preferred Stock ("Preferred Stock"). The Board of Directors is
authorized, subject to limitations prescribed by law and the provisions of this
Restated Certificate of Incorporation, to provide for the issuance of shares of
Preferred Stock in series, and by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in each such series and to fix the designations,
voting powers, preferences and relative, participating, optional or other
special rights of the shares of each such series, and the qualifications,
limitations or restrictions thereof.
1. COMMON STOCK
(a) Dividends. Subject to the preferences and other rights of the
Preferred Stock, the holders of Common Stock shall be entitled to receive
dividends when and as declared by the Board of Directors out of the funds
legally available therefor.
(b) Liquidation. In the event of any liquidation, dissolution or
winding up of the affairs of the Corporation, voluntary or involuntary,
after payment or provision for payment to the holders of Preferred Stock of
the amounts to which they may be entitled, the remaining assets of the
Corporation available to shareholders shall be distributed equally per
share to the holders of Common Stock.
(c) Voting. The holders of Common Stock shall be entitled to one vote
in respect of each share held on all matters submitted to a vote of
shareholders.
B. RECLASSIFICATION
On the date on which this Restated Certificate of Incorporation shall be
filed with the Secretary of the State of Delaware (the "Effective Date"), shares
of capital stock of the Corporation which were issued and outstanding prior to
the reclassifications and amendments contemplated hereby shall be converted into
shares of capital stock of the Corporation resulting from such reclassifications
and amendments on the basis and in the manner described below:
(1) Each share of Class A Preferred Stock, $100 par value, except for
such shares represented by stock certificates numbered 13, 19, 21 and 23,
that shall be outstanding on the Effective Date and all rights in respect
thereof shall be changed and converted into 53.055 shares of Common Stock;
(2) Each share of Class A Preferred Stock, $100 par value, represented
by certificates numbered 13, 19, 21 and 23 that shall be outstanding on the
Effective Date and all rights in respect thereof shall be changed and
converted into one share of Series C Preferred Stock, $50 par value, which
series shall be created by the Board of Directors of the Corporation on the
Effective Date by the filing of a Certificate of Designation with the
Secretary of State of the State of Delaware pursuant to the law of the
State of Delaware;
(3) Each share of Class B Convertible Preferred Stock, $1 par value,
that shall be outstanding on the Effective Date and all rights in respect
thereof shall be changed and converted into one share of Common Stock;
(4) No fractional shares shall be issued in connection with the
conversion described in subparagraphs (1), (2) and (3) above nor shall any
monetary or other consideration be given in lieu thereof. In the event that
any fractional share results from any calculation required by this
reclassification, the number of shares to be issued shall be rounded-up to
the next whole number if the fraction is greater than or equal to one-half
or rounded-down to the next lesser whole number if the fraction is less
than one-half; and
(5) Until a certificate or certificates theretofore representing
shares of stock converted pursuant to subparagraphs (1), (2) and (3) above
have been surrendered to the Corporation in exchange for a certificate or
certificates representing the number of shares of stock to be issued
pursuant to this reclassification, the certificates evidencing the
outstanding shares of Class A Preferred Stock, $100 par value, and Class B
Convertible Preferred Stock, $1.00 par value, shall be treated for all
corporate purposes as evidencing the ownership of shares of Series C
Preferred Stock, $50 par value, or Common Stock as applicable, as though
such surrender and exchange had taken place.
FIFTH: The Corporation is to have perpetual existence.
SIXTH: In furtherance and not in limitation of the powers conferred by
statute, the By-Laws of the Corporation may be made, altered, amended or
repealed by the stockholders or by the Board of Directors.
SEVENTH: Meetings of the stockholders may be held within or without the
State of Delaware, as the By-Laws may provide. The books of the Corporation may
be kept (subject to any provision contained in the statues) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.
EIGHTH: The Corporation reserves the right to amend, alter, change or
repeal any provisions contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
IN WITNESS WHEREOF, I have signed this Restated Certificate of
Incorporation this 27th day of December 1990.
HAMPSHIRE GROUP, LIMITED
/s/ Ludwig Kuttner
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By: Ludwig Kuttner
Chairman of the Board of Directors
and Chief Executive Officer
ATTEST:
/s/ Charles Clayton
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By: Charles W. Clayton
Secretary
State of Delaware
Office of Secretary of State
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CORRECTION
OF HAMPSHIRE GROUP, LIMITED FILED IN THIS OFFICE ON THE ELEVENTH DAY OF JANUARY,
A.D. 1991, AT 10 O'CLOCK A.M.
/s/ Michael Harkins, Secretary of State
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AUTHENTICATION: *2922582
DATE: 01/15/1991
Department of State (Seal)
Delaware
721015081
CERTIFICATE OF CORRECTION FILED TO CORRECT
THE RESTATED CERTIFICATE OF INCORPORATION
OF HAMPSHIRE GROUP, LIMITED FILED IN THE
OFFICE OF THE SECRETARY OF STATE OF
DELAWARE ON DECEMBER 31, 1990
HAMPSHIRE GROUP, LIMITED, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
1. The name of the corporation is Hampshire Group, Limited.
2. That a Restated Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on December 31, 1990 and that said
Restated Certificate of Incorporation requires correction as permitted by
Section 103 of the General Corporation Law of the State of Delaware.
3. The inaccuracy of said Restated Certificate of Incorporation is
contained in Article Fourth, Paragraph B and consists of an incorrect
description of a series of preferred stock of Hampshire Group, Limited as having
a "par value" of $50 per share instead of the correct description of said stock
as having a "stated value" of $50 per share.
4. Article Fourth of the Restated Certificate of Incorporation is hereby
amended and corrected by deleting the word "par" appearing before the word
"value" in the sixth line of subparagraph (2) of Paragraph B and in the twelfth
line of subparagraph (5) of Paragraph B and by substituting the word "stated" in
its stead.
IN WITNESS WHEREOF, I have signed this Certificate of Correction this 11th day
of January 1991.
HAMPSHIRE GROUP, LIMITED
/s/ Charles W. Clayton
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By: Vice President
ATTEST:
/s/ Harvey Sperry
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Assistant Secretary