CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
HAMPSHIRE GROUP, LIMITED
HAMPSHIRE GROUP, LIMITED, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), by the Chairman of its Board of Directors, Ludwig Kuttner, and
its Secretary, Charles W. Clayton, DOES HEREBY CERTIFY:
FIRST: The provisions of Article Fourth, Subdivision A of the Restated
Certificate of Incorporation of the Corporation (the "Restated Certificate") are
amended by deleting the first paragraph thereof and inserting the following to
read as follows:
The total number of shares of stock which the Corporation shall have authority
to issue its Eleven Million Shares (11,000,000), of which Ten Million
(10,000,000) shares shall have a par value of Ten Cents ($0.10) each and shall
be designated "Common Stock," and One Million (1,000,000) shares shall 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.
SECOND: The provisions of Article Fourth, Subdivision B of the Restated
Certificate are amended by deleting the current provisions thereof in their
entirety and inserting the following to read as follows:
B. RECLASSIFICATION
On the date on which this Certificate of Amendment shall be filed with the
Secretary of State 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 Series C Preferred Stock, $50 stated value per share (the
"Series C Stock"), that shall be outstanding on the Effective Date and all
rights in respect thereof shall be changed and converted into one share of
Series D Convertible Preferred Stock, $50.00 stated value per share, $1.00 par
value (the "Series D Stock"), 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; and
(2) Until a certificate or certificates theretofore representing shares of
stock converted pursuant to subparagraph (I) 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 Series C Stock shall be
treated for all corporate purposes as evidencing the ownership of shares of
Series D Stock as though such surrender and exchange had taken place.
THIRD: Article Fourth, Subdivision C shall be added as follows:
C. CANCELLATION AND CONVERSION OF COMMON STOCK.
On the Effective Date, each share of Common Stock issued and outstanding
immediately prior to the Effective Date shall, without any action on the part of
any holder of shares of Common Stock, be canceled, and one new share of Common
Stock described herein will be issued for each 2.75 shares of Common Stock
outstanding immediately prior to the Effective Date. Each certificate
representing shares of Common Stock outstanding immediately prior to the
Effective Date, and all rights in respect thereof, shall be canceled and will
not be recognized thereafter except for the purpose of causing such shares to be
exchanged for shares of the Common Stock described herein. No fractional shares
of Common Stock will be issued 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.
FOURTH: Article Ninth shall be added as follows:
NINTH:
A. The Corporation shall indemnify to the fullest extent permitted under
and in accordance with the laws of the State of Delaware any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, trustee, employee or agent of or in any
other capacity with another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The indemnification and
other rights set forth in this paragraph shall not be exclusive of any
provisions with respect thereto in the By-laws or any other contract or
agreement between the Corporation and any other officer, director, employee or
agent of the Corporation.
B. No director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty as a director,
except for any matter in respect of which such director (a) shall be liable
under Section 174 of the General Corporation Law of the State of Delaware or any
amendment thereto or successor provision thereto, or (b) shall be liable by
reason that, in addition to any and all other requirements for liability, he:
(i) shall have breached his duty of loyalty to the Corporation or its
stockholders;
(ii) shall not have acted in good faith or, in failing to act, shall
not have acted in good faith;
(iii) shall have acted in a manner involving intentional misconduct or
a knowing violation of law or, in failing to act, shall have acted in a
manner involving intentional misconduct or a knowing violation of law; or
(iv) shall have derived an improper personal benefit. If the General
Corporation Law of the State of Delaware is amended after July 1, 1990 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
General Corporation Law of the State of Delaware, as so amended.
FIFTH: The amendments to the Restated Certificate set forth above were duly
adopted by the Board of Directors of the Corporation and subsequently approved,
by written consent, by the affirmative vote of a majority of the outstanding
shares of the Corporation's Common Stock, par value $.l0 per share, entitled to
vote thereon, in accordance with Section 242 of the General Corporation Law of
the State of Delaware. The amendment reclassifying and converting the Series C
Stock into Series D Stock was approved, by written consent, by the affirmative
vote of at least two-thirds of the outstanding shares of the Corporation's
Series C Stock, stated value $50 per share, entitled to vote thereon, in
accordance with Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, Hampshire Group, Limited has caused this certificate to be
executed on its behalf by Ludwig Kuttner, the Chairman of its Board of
Directors, and Charles W. Clayton, its Secretary, on May 5, 1992.
/s/ Ludwig Kuttner
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Ludwig Kuttner
Attest:
/s/ Charles W. Clayton
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Charles W. Clayton