EXHIBIT 3(g)
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
MATTHEWS STUDIO EQUIPMENT GROUP
ARTICLE I
The name of this corporation is Matthews Studio
Equipment Group.
ARTICLE II
The primary business in which this corporation
proposes to initially engage is the business of manufacturing,
buying, selling, distributing and dealing in ties of all kinds
and description and any other business incident or auxiliary
thereto.
ARTICLE III
The general purposes for which this corporation is
formed are:
1. To manufacture, buy, sell, distribute and deal
in clothing, headwear, footwear, gloves and wearing apparel of
every description, and any and all materials or articles
required for, or used or useful in connection with, all or any
of the objects aforesaid.
2. To manufacture, buy, import, export or
otherwise acquire, own, handle, sell, trade, deal in and deal
with, commodities and supplies of every kind, class and
description, and generally to carry on all or any of the
business of broker, factor, shipping and commission merchant
and warehouseman.
3. To buy, lease, exchange and otherwise acquire,
and to own or hold, deal in, sell, mortgage or otherwise
encumber and dispose of, personal property of any kind or
character, and any and all rights therein.
4. To erect and construct, make, improve or aid in
or subscribe toward the construction, making and improving of
stores, mills, factories, warehouses and buildings of every
kind in the State of California, or elsewhere.
5. To borrow money, to contract debts, and to
issue bonds, debentures, debenture bonds, notes, or other
obligations of this corporation from time to time for any of
the objects or purposes of this corporation, and to issue the
same without security or to secure the same by mortgage,
pledge, deed of trust, or otherwise.
6. To lend money on the security of mortgages,
deeds of trust, pledges or other hypothecations of real and
personal property, or without security.
7. To enter into and make, perform and carry out
contracts of every kind and description made for any lawful
purpose, without limit as to amount, with any person, firm,
association or corporation, either public or private, or with
any municipality, county, state, territory, colony, province,
nation, government or agency or subdivision thereof.
8. To draw, make, accept, endorse, discount,
execute, and issue promissory notes, drafts, bills of
exchange, warrants, and other negotiable or transferable
instruments.
9. To sell or exchange the capital stock of this
corporation hereby created, or any part thereof, for the
capital stock of other corporations, and for other property or
rights, as this corporation may deem necessary for the
purposes thereof and the prosecution of its business.
10. To guarantee the payment of dividends upon
stock or interest upon bonds, notes and other evidences of
indebtedness or obligations or the performance of the
contracts or other obligations or any corporation (domestic or
foreign, public, quasi-public, or private), co-partnership,
association, syndicate, firm or individual to such extent as
may be permitted by law.
11. To purchase, hold, sell and transfer, trade and
deal in, reissue or cancel, shares of its own capital stock,
bonds, debentures and other obligations of this corporation,
secured or unsecured, from time to time, in the manner and to
the extent now or hereafter authorized or permitted by the
laws of the State of California.
12. To subscribe for, purchase or otherwise
acquire, and to own, hold, sell, hypothecate, or dispose of
shares of stock, bonds, or other securities or obligations of
any person or corporation, and while such owner to exercise
all of the rights and powers incidental thereto, including the
right to vote therein.
13. To do a general financial, industrial, mining,
manufacturing, shipping, importing and exporting, brokerage,
merchandising, farming business, and to engage in any other
business or transaction permitted by the laws of the State of
California to any commercial corporation.
14. To have one or more offices and to carry on all
or any of the objects and purposes herein enumerated, and to
conduct the business of the corporation, in all of the States
of the United States of America, the District of Columbia, the
territories of the United States, foreign countries, and their
colonies, and in any part of the world, and as principal,
agent, contractor, or otherwise, and by or through trustees,
agents or otherwise, and either alone or in partnership with
or in conjunction with or for the joint account of the
corporation, and any company, firm, association or individual,
and to do all such other things as are incidental or conducive
to the attainment of the above objects and purposes, or any of
them, or necessary or incidental to the protection and benefit
of the corporation.
15. In general, to carry on any other lawful
business whatsoever in connection with the foregoing or which
is calculated directly or indirectly to promote the interest
of the corporation or to enhance the value of its properties,
and to have and exercise any and all of the powers and
privileges which are now or may hereafter be conferred by the
laws of the State of California, upon corporations formed
under the laws pursuant to and under which this corporation is
formed, as such laws are now in effect or may at any time
hereafter be amended or supplemented, and to do any and all
things hereinabove set forth to the same extent as natural
persons might or could do.
The foregoing clauses shall be construed both as
objects and purposes, and as powers, and it is hereby
expressly provided that the foregoing enumeration of specific
objects and purposes shall not be held in any manner to limit
or restrict the powers of the corporation.
ARTICLE IV
The number of directors of this corporation shall be
not less than five nor more than nine, the exact number of
which shall be fixed by a bylaw adopted by the board of
directors.
ARTICLE V
The total number of shares which this corporation
shall have authority to issue is twenty-one million
(21,000,000) shares consisting of twenty million (20,000,000)
shares of Common Stock No Par Value and One Million
(1,000,000) shares of Preferred Stock without par value. The
designations and the powers, preferences and relative,
participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, of the
Preferred Stock of the corporation shall be established by a
Board of Directors resolution in accordance with the
provisions of the California statutes. The currently in
effect rights, preferences, powers, qualifications,
limitations and restrictions granted to or imposed upon the
Preferred Stock are set forth in Article VIII below.
ARTICLE VI
This corporation reserves the right to amend, alter,
change, add to or repeal any provision contained in these
Articles of Incorporation, in the manner now or hereafter
prescribed by law, and all rights and powers conferred by
these Articles of Incorporation on shareholders, directors and
officers are granted subject to this reservation.
ARTICLE VII
1. The liability of directors of the corporation
for monetary damages shall be eliminated to the fullest extent
permissible under California law.
2. The corporation is authorized to provide
indemnification of agents (as defined in Section 317 of the
California Corporations Code) through Bylaw provisions,
agreements with agents, vote of shareholders or disinterested
directors, or otherwise, to the fullest extent permissible
under California law.
ARTICLE VIII
The following is a full restatement of the rights,
preferences, powers, qualifications, limitations and
restrictions granted to or imposed upon the Preferred Stock,
no par value (the "Preferred Stock") or the holders thereof,
which shall consist of and be limited to a total number of
one million shares authorized for issuance.
1. Definitions. For purposes of this Article VIII, the
following definitions shall apply:
"Affiliate" shall mean, with respect to any person,
any person that directly or indirectly through one or more
intermediaries Controls, is Controlled by or is under common
Control with such person.
"Control" shall mean ownership of a majority of the
capital stock or interests in another Person.
"EP" shall mean ING Equity Partners, L.P. I, a
Delaware limited partnership, or any of its Affiliates.
"Liquidation Value" has the meaning set forth in
Section 4 hereof.
"Securities Purchase Agreement" shall mean the
Purchase Agreement between the corporation and EP, as such
agreement may from time to time be amended in accordance with
its terms.
"Subsidiary" shall mean any corporation of which the
shares of stock having a majority of the general voting power
in electing the board of directors are, at the time as of
which any determination is being made, owned by the
corporation either directly or indirectly through
Subsidiaries.
"Triggering Event" shall have the meaning set forth
in Section 2(a) below.
"Warrants" shall mean the Warrants of the
corporation exercisable for shares of Common Stock issued to
EP pursuant to the Securities Purchase Agreement.
2. Voting Rights.
(a) Prior to Triggering Event. Except for those
voting rights expressly required by law or with regard to any
amendment to the corporation's Articles of Incorporation to
alter or change, directly or indirectly, the powers,
designations, preferences or special rights relating to the
shares of the Preferred Stock, holders of the Preferred Stock
shall have no voting rights unless and until an Event of
Default, as that term is defined in the Securities Purchase
Agreement, shall have occurred and be continuing (a
"Triggering Event").
(b) Occurrence of Triggering Event. Upon the
occurrence of a Triggering Event, and until such Triggering
Event shall have been remedied to the satisfaction of a
majority of the holders of the Preferred Stock, each holder of
the Preferred Stock shall be entitled to vote together with
the Common Stock and any other voting stock of the corporation
on all matters submitted to the corporation's shareholders for
consideration, vote or approval, in the manner set forth in
this Section 2(b). The holders of the Preferred Stock will
have in the aggregate, and will be entitled to cast in the
aggregate, a number of votes equal to the number of votes to
which the shares of Common Stock, issuable upon exercise of
the then unexercised portion of the Warrants outstanding and
held by holders of the Preferred Stock as of the date the
shareholders' meeting is called or the date the written
consent is solicited, would be entitled, if such Warrants had
been exercised. Each holder of the Preferred Stock will have,
and will be entitled to cast, a pro rata number of the votes
accorded to the holders of the Preferred Stock in the
aggregate, as set forth in the preceding sentence, determined
based on the ratio that the number of shares of Preferred
Stock held by such holder as of the date the shareholders'
meeting is called or the date the written consent is
solicited, bears to the aggregate number of shares of
Preferred Stock that are issued and outstanding as of such
date.
3. Dividends. The holders of the Preferred Stock shall
not be entitled to receive dividend payments at any time.
4. Liquidation. Upon any liquidation, dissolution or
winding up of the corporation, before any distribution or
payment is made upon any shares of any other class of capital
stock of the corporation, the holders of Preferred Stock will
be entitled to be paid an amount equal to the Liquidation
Value per share, and shall not be entitled to receive any
further distribution or payment. Neither the consolidation
nor merger of the corporation into or with any other
corporation or corporations, nor the sale or transfer by the
corporation of all or any part of its assets, nor the
reduction of the capital stock of the corporation, shall be
deemed to be a liquidation, dissolution or winding-up of the
corporation within the meaning of any of the provisions of
this Section 4. The "Liquidation Value" of each share of
Preferred Stock will be $100 per share.
5. Mandatory Redemption.
(a) Triggering Event. In the event that the
Warrants are fully exercised, then simultaneously with such
exercise, the corporation shall redeem the outstanding shares
of Preferred Stock; however, the Preferred Stock will not be
redeemed until such time as the Warrants are exercised in
full.
(b) Redemption Price. On the date of redemption,
upon surrender by the holders at the corporation's principal
office of the certificate representing the shares of the
Preferred Stock, the corporation will pay to the holders an
amount in cash equal to the Liquidation Value.
(c) Cancellation of Redeemed Stock. The shares of
Preferred Stock redeemed pursuant to this Section 5 shall be
cancelled and shall not under any circumstances be reissued.
6. Replacement. Upon receipt of evidence reasonably
satisfactory to the corporation (an affidavit of the
registered holder will be satisfactory) of the ownership and
the loss, theft, destruction or mutilation of any certificate
evidencing the shares of Preferred Stock, and in the case of
any such loss, theft or destruction, upon receipt of indemnity
reasonably satisfactory to the corporation (provided that if
the holder is an institutional investor its own agreement will
be satisfactory), or, in the case of any such mutilation upon
surrender of such certificate, the corporation will (at its
expense) execute and deliver in lieu of such certificate a new
certificate of like kind representing shares of Preferred
Stock, dated the date of such lost, stolen, destroyed or
mutilated certificate.
7. Notices. All notices will be in writing and will be
delivered by registered or certified mail, return receipt
requested, postage prepaid and will be deemed to have been
given when so mailed (i) to the corporation, at its principal
executive offices and (ii) to the holders of the Preferred
Stock, at such holders' addresses as they appear in the stock
records of the corporation (unless otherwise indicated by such
holders).