AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF MINERALS TECHNOLOGIES INC.
Minerals Technologies Inc. a corporation organized and existing under
the laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is Minerals Technologies Inc. The
name under which it was originally incorporated was Composite Metal
Products, Inc. The date of filing its original Certificate of
Incorporation with the Secretary of State was February 19, 1968. A
certificate of amendment changing its name to Pfizer Specialty
Minerals Inc. was filed with the Secretary of State on August 5,
1988. An additional amendment changing its name to Minerals
Technologies Inc. was filed with the Secretary of State on August 14,
1992.
2. This Restated Certificate of Incorporation was duly adopted by
vote of the stockholders in accordance with Section 245 and Section
242 of the General Corporation Law of Delaware.
3. The text of the Certificate of Incorporation as amended or
supplemented heretofore is hereby restated with further amendments or
changes to read as herein set forth in full:
FIRST: The name of the Corporation is and shall be Minerals
Technologies Inc. (hereinafter in this Restated Certificate of
Incorporation called the "Corporation").
SECOND: The registered office and place of business of the
Corporation in the State of Delaware is located at 1209 Orange
Street, in the City of Wilmington, County of New Castle; and the name
and post office address of the registered agent of the Corporation in
the State of Delaware is The Corporation Trust Company, 1209 Orange
Street, in the City of Wilmington, County of New Castle, Delaware.
THIRD: The nature of the business, or objects or purposes to be
transacted, promoted or carried on are as follows:
To engage in, conduct, perform or participate in every kind of
commercial, agricultural, mercantile, manufacturing, mining,
transportation, industrial or other enterprise, business, work,
contract, undertaking, venture or operation.
To buy, sell, manufacture, refine, import, export and deal in all
products, goods, wares, merchandise, substances, apparatus, and
property of every kind, nature and description, and to construct,
maintain, and alter any buildings, works or mines.
To enter into, make and perform contracts of every kind with any
person, firm or corporation.
To take out patents, trademarks, trade names and copyrights, acquire
those taken out by others, acquire or grant licenses in respect of
any of the foregoing, or work, transfer, or do whatever else with
them may be thought fit.
To acquire the good-will, property, rights, franchises, contracts and
assets of every kind and undertake the liabilities of any person, firm,
association or corporation, either wholly or in part, and pay
for the same in the stock, bonds or other obligations of the
Corporation or otherwise.
To purchase, hold, own, sell, assign, transfer, mortgage, pledge or
otherwise dispose of shares of the capital stock of any other
corporation or corporations, association or associations, of any
state, territory or country, and while owner of such stock, to
exercise all the rights, powers and privileges of ownership including
the right to vote thereon.
To issue bonds, debentures or obligations of the Corporation, at the
option of the Corporation, secure the same by mortgage, pledge, deed
of trust or otherwise, and dispose of and market the same.
To purchase, hold and re-issue the shares of its capital stock and
its bonds and other obligations.
To do all and everything necessary, suitable, convenient or proper
for the accomplishment of any of the purposes or the attainment of
one or more of the objects herein enumerated, or of the powers herein
named, or which shall at any time appear conducive to or expedient
for the protection, or benefit of the Corporation, either as holder
of, or interested in, any property or otherwise, to the same extent
as natural persons might or could do, in any part of the world.
To conduct any of its business in the State of Delaware and
elsewhere, including in the term "elsewhere" any of the states,
districts, territories, colonies or dependencies of the United
States, and in any and all foreign countries and to have one or more
offices, and to hold, purchase, mortgage and convey real and personal
property, without limit as to amount, within or (except as and when
forbidden by local laws) without the State of Delaware.
To carry on any other business to any extent and in any manner
permitted by the laws of Delaware or, where the Corporation may seek
to do such business elsewhere, by local laws. The foregoing clauses
shall be construed both as objects and powers, but no recitation or
declaration of specific or special objects or powers herein
enumerated shall be deemed to be exclusive; but in each and every
instance it is hereby expressly declared that all other powers, not
inconsistent therewith, now or hereafter permitted or granted under
the laws of Delaware, or by the laws of any other state or country
into which the Corporation may go or seek to do business, are hereby
expressly included as if such other or general powers were herein set
forth.
FOURTH:
A. Authorized Shares and Classes of Stock.
The total number of shares and classes of stock that the Company
shall have authority to issue is one hundred and one million
(101,000,000) shares, which shall be divided into two classes, as
follows: one million (1,000,000) shares of Preferred Stock, without
par value, and (100,000,000) shares of Common Stock of the par value
of $.10 per share.
B. Designations, Powers, Preferences and Rights,
in Respect of the Shares of Preferred Stock.
(1) Shares of the Preferred Stock may be issued in one or more
series at such time or times and for such consideration or
considerations as the Board of Directors may determine. All shares
of any one series shall be of equal rank and identical in all
respects.
(2) Authority is hereby expressly granted to the Board of
Directors to fix from time to time, by resolution or resolutions
providing for the issue of any series of Preferred Stock, the
designation of such series, and the powers, preferences and rights of
the shares of such series, and the qualifications, limitations or
restrictions thereof, including the following:
(a) The distinctive designation and number of shares
comprising such series, which number may (except where otherwise
provided by the Board of Directors in creating such series) be
increased or decreased (but not below the number of shares then
outstanding) from time to time by like action of the Board of
Directors;
(b) The dividend rate or rates on the shares of such
series and the preferences, if any, over any other series (or of any
other series over such series) with respect to dividends, the terms
and conditions upon which and the periods in respect of which
dividends shall be payable, whether and upon what conditions such
dividends shall be cumulative and, if cumulative, the date or dates
from which dividends shall accumulate;
(c) Whether or not the shares of such series shall be
redeemable, the limitations and restrictions with respect to such
redemptions, the time or times when, the price or prices at which and
the manner in which such shares shall be redeemable, including the
manner of selecting shares of such series for redemption if less than
all shares are to be redeemed;
(d) The rights to which the holders of shares and such
series shall be entitled, and the preferences, if any, over any other
series (or of any other series over such series), upon the voluntary
or involuntary liquidation, dissolution, distribution of assets or
winding-up of the Corporation, which rights may vary depending on
whether such liquidation, dissolution, distribution or winding-up is
voluntary or involuntary, and, if voluntary, may vary at different
dates;
(e) Whether or not the shares of such series shall be
subject to the operation of a purchase, retirement or sinking fund,
and, if so, whether and upon what conditions such purchase,
retirement or sinking fund shall be cumulative or noncumulative, the
extent to which and the manner in which such fund shall be applied to
the purchase or redemption of the shares of such series for
retirement or to other corporate purposes and the terms and
provisions relative to the operation thereof;
(f) Whether or not the shares of such series shall be
convertible into or exchangeable for shares of stock of any other class or
classes, or of any other series of the same class and, if so
convertible or exchangeable, the price or prices or the rate or rates
of conversion or exchange and the method, if any, of adjusting the
same, and any other terms and conditions of such conversion or
exchange;
(g) The voting powers, full and/or limited, if any, of the
shares of such series; and whether or not and under what conditions
the shares of such series (alone or together with the shares of one
or more other series having similar provisions) shall be entitled to
vote separately as a single class, for the election of one or more
additional directors of the Corporation in case of dividend
arrearages or other specified events, or upon other matters;
(h) Whether or not the issuance of any additional shares
of such series, or
of any shares of any other series, shall be subject to restrictions
as to issuance, or as to the powers, preferences or rights of any
such other series;
(i) Whether or not the holders of shares of such series
shall be entitled, as a matter of right, to subscribe for or purchase
any part of any new or additional issue of stock of any class or of
securities convertible into stock of any class and, if so entitled,
the qualifications, conditions, limitations and restrictions of such
right; and
(j) Any other preferences, privileges and powers, and
relative, participating, optional or other special rights, and
qualifications, limitations or restrictions of such series, as the
Board of Directors may deem advisable and as shall not be
inconsistent with the provisions of this Certificate of
Incorporation.
(3) The shares of each series of Preferred Stock shall entitle
the holders thereof to receive, when, as and if declared by the Board
of Directors out of funds legally available for dividends, cash
dividends at the rate, under the conditions, for the periods and on
the dates fixed by the resolution or resolutions of the Board of
Directors pursuant to authority granted in this Section B, for each
series, and no more, before any dividends on the Common Stock, other
than dividends payable in Common Stock, shall be paid or set apart
for payment. No dividends shall be paid or declared or set apart for
payment on any particular series of Preferred Stock in respect of any
period unless dividends shall be or have been paid, or declared and
set apart for payment, pro rata on all shares of Preferred Stock at
the time outstanding of each other series which ranks equally as to
dividends with such particular series, so that the amount of
dividends declared on such particular series shall bear the same
ratio to the amount declared on each such other series as the
dividend rate of such particular series shall bear to the dividend
rate of such other series. No dividends shall be deemed to have
accrued on any share of Preferred Stock of any series with respect to
any period prior to the date of original issue of such share or the
dividend payment date immediately preceding or following such date of
original issue, as may be provided in the resolution or resolutions
creating such series. Accruals of dividends shall not bear interest.
(4) Any redemption of Preferred Stock shall be effected by
notice duly given as hereinafter specified and by payment at the
redemption price of the Preferred Stock to be redeemed. In case of
redemption of a part only of a series of the Preferred Stock at the
time outstanding, the selection of shares for redemption may be made
either by lot or pro rata or in such other manner as shall be
determined by the Board of Directors. Notice of every such
redemption, stating the redemption date and price, the place of
payment, and the expiration date of then existing rights, if any, of
conversion or exchange, shall be given
by publication, not less than 30 nor more than 60 days prior to the
date fixed for redemption, at least twice in a newspaper customarily
published at least once a day for at least five days in each calendar
week and of general circulation in New York, New York, whether or not
published on Saturdays, Sundays, or holidays. Notice of such
redemption may also be mailed not less than 30 nor more than 60 days
prior to the date fixed for redemption to the holders of record of
the shares so to be redeemed at their respective addresses as the
same shall appear on the books of the Corporation, but no failure to
mail such notice or any defect therein or in the mailing thereof
shall affect the validity of such redemption proceedings. If
(a) such notice of redemption by publication shall have
been duly given or the Corporation shall have given to a bank or
trust company in New York, New York designated by the Board of
Directors and having capital and surplus of at least Two Million
Dollars ($2,000,000), irrevocable authorization promptly to give such
notice; and
(b) on or before the redemption date specified in such
notice the funds or other property necessary for such redemption
shall have been deposited by the Corporation with such bank or trust
company, designated in such notice, in trust for the pro rata benefit
of the holders of the shares so called for redemption; then,
notwithstanding that any certificate for shares so called for
redemption shall not have been surrendered for cancellation, from and
after the time of such deposit all shares of the Preferred Stock so
called for redemption shall no longer be deemed to be outstanding and
all rights with respect to such shares shall forthwith cease and
terminate, except only
(i) the right of the holders thereof to receive from
such bank or trust company the funds or other property so deposited,
without interest, upon surrender (and endorsement, if required by the
Board of Directors) of the certificates for such shares, and
(ii) the rights of conversion or exchange, if any,
not theretofore expired.
Any funds or other property so deposited and unclaimed at the end of
six years from such redemption date shall be released or repaid to
the Corporation, after which the holders of the shares so called for
redemption shall look only to the Corporation for payment thereof.
(5) Shares of Preferred Stock which have been redeemed or
converted, or which have been issued and reacquired in any manner and
retired, shall have the status of authorized and unissued Preferred
Stock and may be reissued by the Board of Directors as shares of the
same or any other series.
(6) In the event of any voluntary or involuntary liquidation,
dissolution, distribution of assets or winding-up of the Corporation,
the holders of the shares of each series of Preferred Stock then
outstanding shall be entitled to receive out of the net assets of the
Corporation, but only in accordance with the preference, if any,
provided for such series, before any distribution or payment shall be
made to the holders of the Common Stock, the amount per share fixed
by the resolution or resolutions of the Board of Directors to be
received by the holders of shares of each such series on such
voluntary or involuntary liquidation, dissolution, distribution of
assets or winding-up, as the case may be. If such payment shall have
been made in full, to the holders of all outstanding Preferred Stock
of all series, or duly provided for, the remaining assets of the
Corporation shall be available for distribution among the holders of
the Common Stock. If upon any such liquidation, dissolution,
distribution, of assets or winding-up, the net assets of the
Corporation available for distribution among the holders of any one
or more series of the Preferred Stock which (a) are entitled to a
preference over the holders of the Common Stock upon such
liquidation, dissolution, distribution of assets or winding-up, and
(b) rank equally in connection therewith, shall be insufficient to
make payment in full of the preferential amount to which the holders
of such shares shall be entitled, then such assets shall be
distributed among the holders of each such series of the Preferred
Stock ratably according to the respective amounts to which they would
be entitled in respect of the shares held by them upon such
distribution if all amounts payable on or with respect to such shares
were paid in full. Neither the consolidation or merger of the
Corporation, nor the sale, lease or conveyance of all or part of its
assets, shall be deemed a liquidation, dissolution, distribution of
assets or winding-up of the Corporation within the meaning of the
forgoing provisions.
(7) Unless and except to the extent otherwise required by law
or provided in the resolution or resolutions of the Board of
Directors pursuant to this Section B, the shares of Preferred Stock
shall have no voting power with respect to any matter whatsoever,
including, but not limited to, any action to
(a) increase the authorized number of shares of the
Preferred Stock or of any series thereof,
(b) create shares of stock of any class ranking prior to
or on a parity with any series of the Preferred Stock with respect to
any preferences or voting powers, and
(c) authorize a new series of the Preferred Stock having
preferences or voting powers ranking prior to or on a parity with any
series of the Preferred Stock with respect to any preferences or
voting powers.
C. Limitations, Relative Rights and Powers
in Respect of Shares of Common Stock.
(1) After the requirements with respect to preferential
dividends, if any, on the Preferred Stock (fixed pursuant to Section
B) shall have been met and after the Corporation shall have complied
with all the requirements, if any, with respect to the setting aside
of sums as purchase, retirement or sinking funds (fixed pursuant to
Section B), then and not otherwise the holders of Common Stock shall
be entitled to receive such dividends as may be declared from time to
time by the Board of Directors.
(2) After distribution in full of the preferential amount, if
any, (fixed pursuant to Section B) to be distributed to the holders
of Preferred Stock in the event of the voluntary or involuntary
liquidation, dissolution, distribution of assets or winding-up of the
Corporation, the holders of the Common Stock shall be entitled to
receive all the remaining assets of the Corporation of whatever kind
available for the distribution to stockholders ratably in proportion
to the number of shares of Common Stock held by them respectively.
D. Other Provisions.
(1) Except as may be provided in the resolution or resolutions
of the Board of Directors pursuant to Section B with respect to any
series of Preferred Stock, no holder of stock of any class of the
Corporation shall be entitled as of right to purchase or subscribe
for any part of any unissued stock of any class, or of any additional
stock of any class of Capital Stock of the Corporation, or to any
bonds, certificates of indebtedness, debentures, or other securities
convertible into stock of the Corporation, now or hereafter
authorized, but any such stock or other securities convertible into
stock may be issued and disposed of pursuant to resolution by the
Board of Directors to such persons, firms, corporations or
associations and upon such terms and for such consideration as the
Board of Directors in the exercise of its discretion may determine
and as may be permitted by law. Any and all shares of stock so
issued for which the consideration so fixed has been paid or
delivered to the Corporation shall be fully paid and not liable to
any further call.
(2) The minimum amount of capital with which the Corporation
will commence business is $1,000.
(3) Effective at the time of the filing with the Secretary of
State of the State of
Delaware of the Restated Certificate of Incorporation of the Company
setting forth this paragraph, each share of the Company's Common
Stock, par value $.10 per share, issued and outstanding immediately
prior to such time shall, without any action on the part of the
holder thereof, automatically be reclassified into two thousand five
hundred (2,500) shares of Common Stock, par value $.10 per share, of
the Company's and each stock certificate that, immediately prior to
the time of such filing, represented one share of the Company's
Common Stock, par value $.10 per share, shall, from and after such
time and without the necessity of presenting the same for exchange,
represent two thousand five hundred (2,500) shares of Common Stock,
par value $.10 per share, until such stock certificates are transferred or
exchanged.
FIFTH: The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatever.
SIXTH: The Corporation shall have perpetual existence.
SEVENTH: The following provisions are inserted for the management
of the business and for the conduct of the affairs of the
Corporation, and it is expressly provided that the same are intended
to be in furtherance and not in limitation or exclusion of the powers
conferred by statute:
(1) The number of directors of the Corporation (exclusive of
directors (the "Preferred Stock Directors") who may be elected by the
holders of any one or more series of Preferred Stock which may at any
time be outstanding, voting separately as a class or classes) shall
not be less than three nor more than twelve, the exact number within
said limits to be fixed from time to time solely by resolution of the
Board of Directors, acting by not less than a majority of the
directors then in office.
(2) The Board of Directors (exclusive of Preferred Stock
Directors) shall be divided into three classes, Class I, Class II and
Class III. The number of directors in each class shall be as nearly
equal as possible. The term of office of directors in Class I shall
expire at the annual meting of stockholders in 1993; the term of
office of directors in Class II shall expire at the annual meeting of
stockholders in 1994; and the term of office of directors in Class
III shall expire at the annual meeting of stockholders in 1995.
Commencing with the annual meeting of stockholders in 1993, directors
of each class the term of which shall then expire shall be elected to
hold office for a three-year term and until the election and
qualification of their respective successors in office. Election of
directors need not be by ballot unless the By-laws so provide.
(3) Subject to the rights of the holders of any one or more
series of Preferred
Stock then outstanding, newly created directorships resulting from
any increase in the authorized number of directors or any vacancies
in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause
shall be filled solely by the Board of Directors, acting by not less
than a majority of the directors then in office. Any director so
chosen shall hold office until the next election of the class for
which such director shall have been chosen and until his successor
shall be elected and qualified. No decrease in the number of
directors shall shorten the term of any incumbent director.
(4) Subject to the rights of the holders of any one or more
series of Preferred Stock then outstanding, any director, or the
entire Board of Directors, may be removed from office at any time,
but only for cause and only by the affirmative vote of at least 80%
of the voting power of all of the outstanding shares of capital stock
of the Corporation as are entitled to vote generally in the election
of directors ("Voting Stock"), voting together as a single class.
(5) The By-laws may prescribe the number of directors
necessary to constitute a quorum and such number may be less than a
majority of the total number of directors, but shall not be less than
one-third of the total number of directors.
(6) Both stockholders and directors shall have power, if the
By-laws of the Corporation so provide, to hold their meetings either
within or without the State of Delaware, to have one or more offices
in addition to the principal office in the State of Delaware, and to
keep the books of the Corporation (subject to the provisions of the
statutes) outside of the State of Delaware at such places as may from
time to time be designated by them.
(7) The Board of Directors shall have power to determine from
time to time whether and if allowed under what conditions and
regulations the accounts, and except as otherwise provided by statute
or by this Certificate of Incorporation, the books of the Corporation
shall be open to the inspection of the stockholders, and the
stockholders' rights in this respect are and shall be restricted or
limited accordingly, and no stockholder shall have any right to
inspect any account or book or document of the Corporation except as
conferred by statute or by this Certificate of Incorporation, or
authorized by the Board of Directors or by a resolution of the
stockholders.
(8) The Board of Directors shall have the power to adopt,
amend or repeal the By-laws of the Corporation.
(9) The Board of Directors acting by a majority of the whole
board shall have
power to appoint three or more of their number to constitute an
Executive Committee, which Committee shall, when the Board of
Directors is not in session and subject to the By-laws, have and
exercise any or all of the powers of the Board of Directors in the
management of the business and affairs of the Corporation and shall
have power to authorize the seal of the Corporation to be affixed to
all papers which may require it. The Board of Directors acting by a
majority of the whole board shall also have power to appoint any
other committee or committees, such committees to have and exercise
such powers as shall be conferred by the Board of Directors or be
authorized by the By-laws.
(10) Except as may be otherwise provided by statute or in this
Certificate of Incorporation, the business and affairs of this
Corporation shall be managed under the direction of the Board of
Directors.
(11) Directors, for their services as such, may be paid such
compensation as may be fixed from time to time by the Board of
Directors.
(12) The Board of Directors shall have power from time to time
to fix and determine and vary the amount of the working capital of
the Corporation and, subject to any restrictions contained in the
Certificate of Incorporation, to direct and determine the use and
disposition of any surplus over and above the capital stock paid in,
and in its discretion to use and apply any such surplus in purchasing or
acquiring property, bonds or other obligations of the Corporation
or shares of its own capital stock, to such extent and in such manner
and upon such terms as the Board of Directors shall deem expedient,
but any shares of such capital stock so purchased or acquired may be
resold unless such shares shall have been retired in the manner
provided by law for the purpose of decreasing the Corporation's
capital stock.
(13) The liability of the Corporation's Directors to the
Corporation or its stockholders shall be eliminated to the fullest
extent permitted by the Delaware General Corporation Law as amended
from time to time. No amendment to or repeal of this paragraph (13)
of Article SEVENTH shall apply to or have any effect on the liability
or alleged liability of any director of the Corporation for or with
respect to any acts or omissions of such director occurring prior to
such amendment or repeal.
(14) Notwithstanding any other provision of law which might
otherwise permit a lesser vote or no vote, but in addition to any
affirmative vote of the holders of any particular class of Voting
Stock required by law or this Certificate of Incorporation, the
affirmative vote of the holders of at least 80% of all of the then
outstanding shares of Voting Stock, voting together as a single
class, shall be required to alter, amend or repeal paragraphs (1),
(2), (3), (4), (5), (8), (10), (13) or this paragraph (14) of this
Article SEVENTH.
(15) Any action required or permitted to be taken by the
stockholders of the Corporation must be effected solely at a duly
called annual or special meeting of such holders and may not be
effected by any consent in writing by such holders.
IN WITNESS WHEREOF, said Minerals Technologies Inc. has caused
this certificate to be signed by Jean-Paul Valles, the Chairman of
its Board of Directors, and attested by S. Garrett Gray, its
Secretary, this 29th day of September, 1992.
MINERALS TECHNOLOGIES INC.
By /s/J. P. Valles
__________________________________
Chairman of the Board of Directors
Attest:
By: /s/S. Garrett Gray
______________________
S. Garrett Gray
Secretary