FORM OF
RESTATED CERTIFICATE OF INCORPORATION
OF
PACIFIC GREYSTONE CORPORATION
PACIFIC GREYSTONE CORPORATION, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY THE FOLLOWING:
FIRST: The name of the Corporation is PACIFIC GREYSTONE
CORPORATION. The Corporation was originally incorporated under the name PACIFIC
CLASSIC CORPORATION, and the original Certificate of Incorporation of the
Corporation was filed with the Secretary of State of the State of Delaware on
September 6, 1991.
SECOND: This Restated Certificate of Incorporation which restates
and further amends the provisions of the Certificate of Incorporation of the
Corporation was duly adopted pursuant to Sections 242 and 245 of the General
Corporation Law of the State of Delaware.
THIRD: By written consent of the Board of Directors of the
Corporation as of _______ __, 1996, resolutions were duly adopted setting forth
the following restatement of and further amendment to the Certificate of
Incorporation of
the Corporation, declaring such restatement and amendments to be advisable and,
in accordance with Section 242 of the General Corporation Law of the State of
Delaware, that such restated and further amended Certificate of Incorporation be
considered by the stockholders of the Corporation.
FOURTH: Thereafter, by written consent of the holders of the issued
and outstanding shares of Common Stock and Preferred Stock of the Corporation,
such written consent obtained in accordance with Section 228 of the General
Corporation Law of the State of Delaware, the following restatement of and
further amendment to the Certificate of Incorporation of the Corporation was
consented to and authorized by holders of the necessary number of shares
required by statute and the Certificate of Incorporation of the Corporation.
FIFTH: The text of the Restated Certificate of Incorporation as
heretofore amended or supplemented is hereby restated and further amended to
read in its entirety as follows:
"ARTICLE I
The name of the corporation is:
Pacific Greystone Corporation
ARTICLE II
The address of its registered office in the State of Delaware is
32 Loockerman Square, Suite L-100, in the City of Dover, County of Kent.
The
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name of its registered agent at such address is The Prentice-Hall
Corporation System, Inc.
ARTICLE III
The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.
ARTICLE IV
The total number of shares of all classes of stock which the
corporation shall have authority to issue is Twenty Five Million
(25,000,000), consisting of Twenty Million (20,000,000) shares of Common
Stock, par value $.01 per share, and Five Million (5,000,000) shares of
Preferred Stock, par value $.01 per share. Upon amendment of this Article
IV as hereinabove set forth, each outstanding share of Common Stock is
converted into 1.4282 shares of Common Stock; provided, however, that no
fractional shares shall be issued to stockholders, but instead cash shall
be distributed to each stockholder who would otherwise be entitled to a
fractional share, and the amount of cash to be distributed shall be based
upon a value of $____ per share of Common Stock.
The Board of Directors is authorized, subject to limitations
prescribed by law, to provide for the issuance of the 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 designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof.
The authority of the Board with respect to each series shall
include, but not be limited to, determination of the following:
(a) the number of shares constituting that series and the
distinctive designation of that series;
(b) the dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or dates,
and the relative rights of priority, if any, of payment of dividends
on shares of that series;
(c) whether that series shall have voting rights, in
addition to the voting rights provided by law, and, if so, the terms
of such voting rights;
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(d) whether that series shall have conversion privileges,
and, if so, the terms and conditions of such conversion, including
provision for adjustment of the conversion rate in such events as the
Board of Directors shall determine;
(e) whether the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption, including the
date or date upon or after which they shall be redeemable, and the
amount per share payable in case of redemption, which amount may vary
under different conditions and at different redemption dates;
(f) whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms
and amount of such sinking fund;
(g) the rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
corporation, and the relative rights of priority, if any, of payment
of shares of that series; and
(h) any other relative rights, preferences and limitations
of that series.
ARTICLE V
No action shall be taken by the stockholders of the corporation
except at an annual or special meeting of stockholders called in accordance
with the bylaws, and no action shall be taken by the stockholders by
written consent.
ARTICLE VI
Advance notice of stockholder nominations for the election of
directors and of business to be brought by stockholders before any meeting
of the stockholders of the corporation shall be given in the manner
provided in the bylaws of the corporation.
ARTICLE VII
Election of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.
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ARTICLE VIII
The Board of Directors shall consist of such number of Directors
as shall be determined from time to time in the manner provided by the
bylaws, and in the absence of such determination, the number of directors
shall be seven (7).
The Board of Directors shall be and is divided into three
classes, Class I, Class II and Class III, which shall be as nearly equal in
number as possible. Each director shall serve for a term ending on the
date of the third annual meeting following the annual meeting at which such
director is elected; PROVIDED, HOWEVER, that each initial director of Class
I shall hold office until the annual meeting of stockholders in 1997; each
initial director of Class II shall hold office until the annual meeting of
stockholders in 1998; and each initial director in Class III shall hold
office until the annual meeting of stockholders in 1999.
In the event of any increase or decrease in the authorized number
of directors, (i) each director then serving as such shall nevertheless
continue as a director of the class of which he or she is a member until
the expiration of his or her current term, or his or her prior death,
retirement, resignation or removal, and (ii) the newly created or
eliminated directorships resulting from such increase or decrease shall be
apportioned by the Board of Directors among the three classes of directors
so as to maintain such classes as nearly equal as possible.
Notwithstanding any of the foregoing provisions of this Article
VIII, each director shall serve until his or her successor is elected and
qualified, or until his or her death, retirement, resignation or removal.
Should a vacancy occur or be created, whether arising through death,
resignation or removal of a director, or through an increase in the number
of directors of any class, such vacancy shall be filled by a majority vote
of the remaining directors of the class in which such vacancy occurs or by
the sole remaining director of that class if only one such director
remains, or by the majority vote of the members of the remaining classes if
no such director remains. A director so elected to fill a vacancy shall
serve for the remainder of the then present term of office of the class to
which he or she is elected.
Notwithstanding any of the provisions of this Certificate of
Incorporation, whenever the holders of any class or classes of stock or
series thereof are entitled to elect one or more directors of the
corporation by the provisions of this Certificate of Incorporation, or any
resolution or resolutions of the Board of Directors fixing the terms and
provisions of such class or series, vacancies and newly created
directorships of such class or classes or series may be filled by a
majority of the directors elected by such class or classes or series
thereof then in office, or by the sole remaining director so elected.
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Any director may be removed by the holders of a majority of the
shares of the corporation then entitled to vote for the election of
directors but only for cause.
ARTICLE IX
No director of this corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of the law, (iii) under Section 174 of
the General Corporation Law of Delaware, or (iv) for any transaction from
which the director derived an improper personal benefit.
ARTICLE X
(A) The corporation reserves the right to repeal, alter, amend
or rescind any provision contained in the Certificate of Incorporation, in
the manner now or hereafter prescribed by statute, except as provided in
paragraph (B) of this Article X, and all rights conferred on stockholders
herein are granted subject to this reservation.
(B) Notwithstanding any other provision of the Certificate of
Incorporation or any 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 or series of the Voting Stock required by law, the
Certificate of Incorporation or any designation of Preferred Stock, the
affirmative vote of the holders of at least 75% of the voting of the then-
outstanding shares of the Voting Stock, voting together as a single class,
shall be required to alter, amend or repeal Article V, Article VI, Article
VIII or this Article X.
ARTICLE XI
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, amend or
repeal the bylaws of the corporation."
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IN WITNESS WHEREOF, PACIFIC GREYSTONE CORPORATION has caused this
Restated Certificate of Incorporation to be signed by Jack R. Harter, its
President, and attested by Robert W. Garcin, its Secretary, this ___ day of
_______, 1996.
PACIFIC GREYSTONE CORPORATION
By: ______________________________
Jack R. Harter,
President
ATTEST:
_____________________
Robert W. Garcin
Secretary
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