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AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
EPL TECHNOLOGIES, INC.
Pursuant to the provisions of the Colorado Business
Corporation Act, the undersigned corporation (the "Corporation") adopts the
following Amended and Restated Articles of Incorporation. The Corporation
certifies as follows:
FIRST: The name of the Corporation is EPL Technologies, Inc.
SECOND: Paragraph A of Article V of the Articles of Incorporation
has been amended to read as it appears below. The
amendment was adopted on July 22, 1996 by a vote of the
shareholders. The number of shares voted for the
amendment was sufficient for approval.
THIRD: The following restatement of the Articles of Incorporation was
adopted on July 22, 1996 by the Board of Directors of the
Corporation without shareholder action, as shareholder action
was not required for such restatement.
FOURTH: The following articles correctly set forth the provisions
of the Articles of Incorporation, as amended, and
supersede the original Articles of Incorporation and all
amendments thereto:
ARTICLE I
The name of the Corporation is EPL Technologies, Inc.
ARTICLE II
The period of duration of the Corporation shall be perpetual.
ARTICLE III
The purposes for which the Corporation is organized are: The
transaction of all lawful business for which corporations may be incorporated
pursuant to the laws of the State of Colorado, whether acting singly or in
conjunction with any other person or entity.
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ARTICLE IV
In furtherance of the purposes set forth in Article III of
these Articles of Incorporation, the Corporation shall have and may exercise all
of the rights, powers, and privileges now or hereafter conferred upon
corporations organized under and pursuant to the laws of the State of Colorado.
ARTICLE V
A. Authorized Shares. The Corporation shall have the authority to issue
fifty million (50,000,000) shares of common stock with a par value $0.001 per
share, three million two hundred fifty thousand (3,250,000) shares of Series A
10% Cumulative Convertible Preferred Stock with a par value of $1.00 per share
("Series A Preferred Stock") and two million (2,000,000) shares of preferred
stock with a par value of $.01 per share ("Board Designated Preferred Stock").
The Board of Directors of the Corporation may determine, in whole or in part,
the preferences, limitations, and relative rights of the Board Designated
Preferred Stock, within the limits set forth in Section 7-106-101 of the
Colorado Business Corporation Act, of any class of the Board Designated
Preferred Stock, before the issuance of any shares of that class, or one or more
series within a class of the Board Designated Preferred Stock before the
issuance of any shares of that series. The Board of Directors may issue, in one
or more classes or series, shares of the Board Designated Preferred Stock with
full, limited, multiple, fractional or no voting rights, and with such
designations, preferences, qualifications, privileges, limitations,
restrictions, options, conversion rights, or other special or relative rights as
shall be fixed from time to time by the Board of Directors, except for and
subject to, in each case, the limits set forth in Section 7-106-101 of the
Colorado Business Corporation Act and in accordance with the provisions and
requirements of Section 7-106-102 of the Colorado Business Corporation Act.
B. Transfer Restrictions. The Corporation shall have the right, by
appropriate action, to impose restrictions upon the transfer of any shares of
its stock or any interest therein, from time to time provided that any
restrictions imposed, or notice of the substance thereof, shall be set forth
upon the face or back of the Certificates representing the Corporation's shares
of stock.
C. Preemptive Rights. The holders of the shares of the common stock of
the Corporation shall not be entitled, as of right, to purchase or subscribe for
any unissued or treasury stock of any class, or any additional stock of any
class to be issued by reason of any increase of the authorized shares of the
Corporation of any class, or any bonds, certificates of indebtedness, debenture,
or other securities, rights, warrants or options convertible into
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shares of the Corporation or carrying any right to purchase shares of any class
in accordance with their proportionate equity in the Corporation.
D. Cumulative Voting. The cumulative system of voting for Directors or
for any other purpose shall not be allowed.
E. Series A Preferred Stock. The terms, preferences and relative,
participating, optional or other special rights of the Series A Preferred Stock
and the limitations and restrictions thereof are as follows:
Dividend Rights. Holders of the Series A Preferred Stock are entitled
to dividends at the rate of 10% per annum of the par value of the
stock. At the option of the Corporation, these dividends may be paid
either in cash or in common stock. If the dividends are paid in common
stock, the common stock will be valued at the conversion price, which
is $0.75 per share (subject to adjustment for stock splits, stock
dividends, the effect of mergers and the like). If the dividends are
not paid, the right to receive unpaid dividends will accumulate, but
without interest. No dividends may be paid on the common stock at a
time when payment of dividends on the Series A Preferred Stock is in
arrears.
Terms of Conversion. Each share of Series A Preferred Stock may be
converted into that number of full shares of common stock of the
Corporation determined by dividing $1.00 by the Conversion Price of
$0.75 per share (subject to adjustment for stock splits, stock
dividends, the effect of mergers and the like). Conversion may be
elected by the holder of the Series A Preferred Stock at any time prior
to payment of a distribution in liquidation with respect to the Series
A Preferred Stock. Payment in cash will be made in lieu of issuance of
fractional shares.
Voting Rights. Each holder of Series A Preferred Stock is entitled to
the number of votes equal to the number of whole shares of common stock
into which the shares of Series A Preferred Stock are convertible.
Except when voting by class or series is required by law or the
Articles of Incorporation, holders of the Series A Preferred Stock
shall vote together with the holders of the common stock as a single
class.
Liquidation Rights. In the event of the liquidation, dissolution or
winding up of the Corporation, the holders of shares of Series A
Preferred Stock are entitled to be paid out of the assets of the
Corporation available for distribution to its stockholders $1.00 per
share (subject to adjustment for stock splits, stock dividends, the
effect of mergers and the like affecting the Series A Preferred Stock).
This payment
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shall be made in full by the Corporation prior to any payment being
made to the holders of the common stock.
No Other Rights. The Series A Preferred Stock will not have the benefit
of any sinking fund provisions, any redemption provisions, any
preemptive rights to subscribe to any additional shares of any class or
series of the Corporation's stock, or any liability to further calls or
assessments. The Series A Preferred Stock will not have any right to
elect a separate class of Directors of the Corporation. There is no
restriction on the repurchase or redemption of any shares of the
Corporation while there is any arrearage in the payment of dividends on
the Series A Preferred Stock.
F. Indemnification. The Corporation shall, to the fullest extent
permitted by law, indemnify Incorporators, Directors, Officers, employees,
fiduciaries, agents, consultants or other parties whom it shall have power to
indemnify from and against any expenses (including attorney's fees),
liabilities, claims or other matters arising by reason of the person's
relationship with the Corporation. The Corporation may obtain and pay for
insurance for that purpose. The indemnification provided for herein shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under these Articles or any Bylaw, agreement, vote of shareholders, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office. This indemnification shall continue
as to a person who has terminated his position for actions occurring during the
period of his relationship with the Corporation, and shall inure to the benefit
of the heirs, executors, personal representatives, and administrators of such a
person.
ARTICLE VI
The Board of Directors of the Corporation shall consist of not
less than three (3) nor more than seven (7) directors, as set forth in the
Bylaws of the Corporation, who need not be shareholders of the Corporation or
residents of the State of Colorado.
ARTICLE VII
No contract or other transaction between the Corporation and
one or more of its Directors, Officers, agents or employees or any other
corporation, firm, association or entity in which one or more of its Directors,
Officers, agents or employees are directors or officers or are financially
interested in shall be either void or voidable because of such relationship or
interest, or because such Directors or Officers are present at a meeting of the
Board of Directors or a Committee thereof which authorizes, approves or
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ratifies such contract or transaction, or because their votes were 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 majority vote of uninterested
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.
Interested Directors or Officers may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.
ARTICLE VIII
In addition to the other powers now or hereafter conferred
upon the Board of Directors by these Articles of Incorporation, the Bylaws of
the Corporation, or by the law of Colorado, the Board of Directors may from time
to time distribute to the shareholders in partial liquidation, out of the stated
capital or the capital surplus of the Corporation, a portion of the corporate
assets, in cash or in kind; subject, however, to the limitations contained in
the Colorado Business Corporation Act.
ARTICLE IX
With respect to any action to be taken by shareholders of this
Corporation, a vote or concurrence of the holders of a majority of the
outstanding shares present or represented at a meeting and entitled to vote
thereon shall be required.
ARTICLE X
The address of the Registered Office of the Corporation is
1675 Broadway, Denver, Colorado 80202. The name of the Registered Agent of the
Corporation at such address is The Corporation Company.
ARTICLE XI
The Corporation reserves the right to amend, alter, change or
repeal any provision contained in, or to add any
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provisions to, its Articles of Incorporation from time to time, in any manner
permitted by law.
EPL TECHNOLOGIES, INC.
By: /s/ SHAWN J. COLLINS
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Name: Shawn J. Collins
Title: Secretary
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