EXHIBIT 3(a)
ARTICLES OF INCORPORATION
(as amended July 16, 1990)
OF
QUAKER CHEMICAL CORPORATION
1. The name of the Corporation is: Quaker Chemical Corporation.
2. The location of its registered office in the Commonwealth of
Pennsylva nia is: Elm and Lee Streets, Conshohocken, PA 19428.
3. The statute by or under which it was incorporated is: Act of
April 29, 1874.
4. The date of its incorporation is: October 20, 1930.
5. (a) The authorized capital stock of the Corporation is
30,000,000 shares of Common Stock, $1 par value per share, and 10,000,000
shares of Preferred Stock, $1 par value per share.[1]
(b) l. (A) Except as provided in subparagraph (b) l. (B) of
this Article 5, a holder of Common Stock shall be entitled to one (1) vote
on each matter submitted to a vote of shareholders (whether such vote shall
be taken at a meeting of shareholders or by consent in writing) for each
share of Common Stock held of record by such holder as of the record date
for such vote (the record date of the meeting of the shareholders or the
date of the consent in writing, as the case may be, is hereinafter referred
to as the "Record Date").
(B) A holder of Common Stock shall be entitled to ten
(10) votes on each matter submitted to a vote of shareholders (whether such
vote shall be taken at a meeting of shareholders or by consent in writing)
for each share of Common Stock held of record by such holder as of the
Record Date which meets one or both of the following criteria: (i) such
share of Common Stock has had the same beneficial owner since May 7, 1987,
or (ii) such share of Common Stock has had the same beneficial owner for at
least thirty-six (36) consecutive calendar months (dating from the first
day of the first full month on or after the date the holder acquired
beneficial ownership of such share) prior to the Record Date.
____________
[1] 100,000 preferred shares designated Series "A" pursuant to February 7,
1990 Board of Directors resolution.
Exhibit 3(a) Page 1
(C) Each share of Common Stock, whether at any
particular time the holder thereof is entitled to exercise ten (10) votes
or one (1) vote, shall be identical to all other shares of Common Stock in
all other respects and together all shares of Common Stock shall constitute
a single class of shares of the Corporation.
2. For the purpose of determining the "beneficial owner" or
"beneficial ownership" of a share of Common Stock and any changes thereof
under subparagraph (b) l. (B) of this Article 5, the following shall apply:
(A) Except as otherwise provided in this Article 5,
the terms "beneficial owner" or "beneficial ownership" shall be defined in
accordance with Rule 13d-3 of the General Rules and Regulations under the
Securities Exchange Act of 1934 as in effect on the date of the adoption of
this Article by the shareholders of the Corporation. Notwithstanding the
preceding sentence, subparagraph (d)(i) of such Rule 13d-3 shall not apply.
(B) A share of Common Stock held of record on a Record
Date shall be presumed to be owned beneficially by the record holder and
for the period shown by the shareholder records of the Corporation. A
share of Common Stock held of record on a Record Date in "street" or
"nominee" name or by a broker, clearing agency, voting trustee, bank, trust
company or other nominee shall be presumed to have been acquired by the
beneficial owner thereof subsequent to May 7, 1987 and to have had the same
beneficial owner for a period of less than thirty-six (36) consecutive
months prior to such Record Date. The foregoing presumptions shall be
rebuttable upon presentation to the Corporation, in accordance with such
procedures as shall be established by the Corporation as provided in
subparagraph (b) 3. of this Article 5, of satisfactory evidence to the
contrary.
(C) No change in beneficial ownership of a share of
Common Stock shall be deemed to have occurred with respect to any of the
following events: (i) upon the transfer of such share by gift, devise,
bequest or otherwise through the laws of inheritance or descent; or by a
trustee to a trust beneficiary under the terms of the trust; or (ii) upon
the appointment of a successor trustee, guardian or custodian with respect
to such share; or (iii) upon the transfer of record or the transfer of a
beneficial interest or interests in such share where the circumstances
surrounding such transfer clearly demonstrate that no material change in
beneficial ownership has occurred.
(D) A share of Common Stock acquired by the holder
as a result of a stock split, stock dividend, reclassification or other
distribution of shares
Exhibit 3(a) Page 2
by the Corporation with respect to an existing share of Common Stock
shall be deemed to have been acquired and held continuously by such
holder on and from the date on which the existing share was acquired.
3. All determinations concerning a change in beneficial
ownership of Common Stock or the absence thereof, shall be made by the
Corporation. Written procedures designed to enable such determinations to
be made, shall be established and may be periodically amended by the
Corporation. Such procedures shall provide among other things, the method
and type of proof that will be accepted by the Corporation and the
frequency with which such proof will be required. The Corporation and any
transfer agent of shares of Common Stock may rely on any information
concerning the beneficial ownership of Common Stock coming to their
attention from any source and in any manner reasonably deemed by them to be
reliable. Neither the Corporation nor any such transfer agent, however,
shall be charged with any other knowledge concerning the beneficial
ownership of Common Stock.
4. Notwithstanding anything in any Article of the Articles
of Incorporation of the Corporation to the contrary, each reference, in
said Articles of Incorporation to a proportion of outstanding shares of
"capital stock" shall refer and mean such proportion of the votes entitled
to be cast by such shares.
(c) The shares of Preferred Stock may be divided into and issued
from time to time in one or more series as may be designated by the Board
of Directors of the Corporation, each such series to be distinctly titled
and to consist of the number of shares designated by the Board of
Directors. All shares of any one series of Preferred Stock so designated
by the Board of Directors shall be alike in every particular, except that
shares of any one series issued at different times may differ as to the
dates from which dividends thereon (if any) shall accrue or be cumulative
(or both). The designations, relative rights, preferences and limitations
of any series of Preferred Stock may differ from those of any and all other
series at any time outstanding. The Board of Directors may change the
designation or number of shares, or the preferences, relative rights and
limitations of the shares, of any theretofore established series of
Preferred Stock, no shares of which have been issued. The Board of
Directors of the Corporation is hereby expressly vested with authority to
determine by resolution the preferences, relative rights and limitations of
the Preferred Stock and each series thereof which may be designated by the
Board of Directors, including, but without limiting the generality of the
foregoing, the following:
l. The voting rights and powers (if any) of the Preferred
Stock and each series thereof;
Exhibit 3(a) Page 3
2. The rates and times at which, and the terms and
conditions on which, dividends (if any) on Preferred Stock and each series
thereof, will be paid, and any dividend preferences or rights of
cumulation;
3. The rights (if any) of holders of Preferred Stock, and
each series thereof, to convert the same into, or exchange the same for
shares of other classes (or series of classes) of capital stock of the
Corporation and the terms and conditions for each conversion or exchange,
including provisions for adjustment of conversion or exchange prices or
rates in events as the Board of Directors shall determine:
4. The redemption rights (if any) of the Corporation and
times at which the terms and conditions on which Preferred Stock and each
series thereof may be redeemed; and
5. The rights and preferences (if any) of the holders of
Preferred Stock, and each series thereof, upon the voluntary or involuntary
dissolution, liquidation or winding up of the Corporation.
(d) No holders of any class of stock of the Corporation shall
have any preemptive or preferential right of subscription to any shares of
any class of stock of the Corporation, whether now or hereafter authorized,
and such stock may be sold or issued to such person or persons as the Board
of Directors may determine.
6. Shareholders' cumulative voting rights for the election of
Directors are eliminated and denied.
7. The number of directors of the Corporation shall be fixed from
time to time in the manner provided in the By-Laws. The directors shall be
divided into three classes: Class I, Class II and Class III. Each class
shall consist, as nearly as may be possible, of one-third of the total
number of directors. At the annual meeting of shareholders in 1983, Class
I directors shall be elected for a one-year term, Class II directors for a
two-year term and Class III directors for a three-year term. At each
succeeding annual meeting of shareholders beginning in 1984, successors to
the class of directors whose term expires at that annual meeting shall be
elected for a three-year term. If the number of directors is changed, any
increase or decrease shall be apportioned among the classes so as to
maintain the number of directors in each class as nearly equal as possible,
and any additional director of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a term that
shall coincide with the remaining term of that class, but in no case will a
decrease in the number of directors shorten the term of any incumbent
director. A director shall hold office until the annual meeting in the
year in which his term expires and until his successor shall be elected and
shall qualify, subject, however, to prior death,
Exhibit 3(a) Page 4
resignation, retirement, disqualification or removal from office. Any
vacancy on the Board of Directors that results from an increase in the
number of directors shall be filled by a majority of the Board of Directors
in office, and any other vacancy occurring in the Board of Directors shall
be filled by a majority of the directors in office, although less than a
quorum, or by a sole remaining director. Any director elected to fill a
vacancy not resulting from an increase in the number of directors shall have
the same remaining term as that of his predecessor.
A director may be removed with or without cause only by the
affirmative vote of the holders of at least eighty (80%) percent of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class.
Notwithstanding the foregoing, whenever the holders of any class
of stock (other than Common Stock) issued by the Corporation shall have the
right, voting separately as a class or otherwise, to elect directors, then
the authorized number of directors of the Corporation shall be increased by
the number of additional directors to be elected, and the election, term of
office, filling of vacancies and other features of such directorships shall
be governed by the terms of these Articles of Incorporation applicable
thereto.
Notwithstanding any other provisions of these Articles of
Incorporation or the By-Laws of the Corporation (and notwithstanding the
fact that a lesser percentage may be specified by law, these Articles of
Incorporation or the By-Laws of the Corporation), the affirmative vote of
the holders of at least eighty (80%) percent of the outstanding shares of
capital stock of the Corporation entitled to vote generally in the election
of directors, voting together as a single class, shall be required to
amend, alter, change or repeal, or adopt any provisions inconsistent with,
this Article 7.
8. Special meetings of the shareholders may be called by the
Chairman of the Board or the President and shall be called by the Secretary
when directed by the Board of Directors or by the written request of the
holders of at least eighty (80%) percent of the outstanding shares of
capital stock of the Corporation entitled to vote at such meeting.
Notwithstanding any other provisions of these Articles of
Incorporation or the By-Laws of the Corporation (and notwithstanding the
fact that a lesser percentage may be specified by law, these Articles of
Incorporation or the By-Laws of the Corporation), the affirmative vote of
the holders of at least eighty (80%) percent of the outstanding shares of
capital stock of the Corporation entitled to vote generally in the election
of directors, voting together as a single class, shall be
Exhibit 3(a) Page 5
required to amend, alter, change or repeal, or adopt any provisions
inconsistent with this Article 8.
9. I. In addition to any affirmative vote required by Pennsylvania
law or any other provision of these Articles of Incorporation, the
affirmative vote of the holders of not less than eighty (80%) percent of
the outstanding shares of "Voting Stock" of the Corporation (as hereinafter
defined), voting together as a single class, shall be required for the
approval or authorization of any "Business Combination" (as hereinafter
defined) involving a "Related Person" (as hereinafter defined); provided,
however, that the eighty (80%) percent voting requirement shall not be
applicable if:
(A) The "Continuing Directors" of the Corporation (as
hereinafter defined) by a two-thirds vote have expressly approved the
Business Combination either in advance of or subsequent to the acquisition
of outstanding shares of Voting Stock of the Corporation that caused the
Related Person to become a Related Person; or
(B) If the following conditions are satisfied:
(1) The aggregate amount of the cash and the fair
market value, as determined by two-thirds of the Continuing Directors, of
the property, securities or other consideration to be received per share of
capital stock of the Corporation in the Business Combination by holders of
capital stock of the Corporation, other than the Related Person involved in
the Business Combination, is not less than the "Highest Per Share Price" or
the "Highest Equivalent Price" (as these terms are hereinafter defined)
paid by the Related Person in acquiring any of its holdings of the
Corporation's capital stock; and
(2) A proxy or information statement complying with the
requirements of the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder (or any subsequent provisions replacing
such Act, rules or regulations) shall have been mailed to all shareholders
of the Corporation at least 30 days prior to the consummation of such
Business Combination (whether or not such proxy or information statement is
required to be mailed pursuant to such Act or subsequent provisions). The
proxy or information statement shall contain at the front thereof, in a
prominent place, the position of the Continuing Directors as to the
advisability (or inadvisability) of the Business Combination and, if deemed
advisable by a majority of the Continuing Directors, the opinion of an
investment banking firm selected by the Continuing Directors as to the
fairness of the terms of the Business Combination from the point of view of
the holders of the outstanding shares of capital stock of the Corporation
other than any Related Person.
Exhibit 3(a) Page 6
II. For purposes of this Article 9:
(A) The term "Business Combination" shall mean (i) any merger or
consolidation of the Corporation or a subsidiary of the Corporation into or
with a Related Person, in each case irrespective of which corporation or
company is the surviving entity; (ii) any sale, lease, exchange, mortgage,
pledge, transfer or other disposition to or with a Related Person (in a
single transaction or a series of related transactions) of all or a
"Substantial Part" (as hereinafter defined) of the assets of the
Corporation (including without limitation any securities of a subsidiary)
or of a subsidiary of the Corporation; (iii) any sale, lease, exchange,
mortgage, pledge, transfer or other disposition to or with the Corporation
or to or with a subsidiary of the Corporation (in a single transaction or
series of related transactions) of all or a Substantial Part of the assets
of a Related Person; (iv) the issuance of any securities of the Corporation
or of a subsidiary of the Corporation to a Related Person (other than an
issuance of securities which is effected on a pro rata basis to all
shareholders of the Corporation); (v) any recapitalization or
reclassification of securities (including any reverse stock split) of the
Corporation which would have the effect, directly or indirectly, of
increasing the proportionate share of the outstanding Voting Stock of the
Corporation owned by a Related Person; (vi) the adoption of any plan or
proposal for the liquidation or dissolution of the Corporation proposed by
or on behalf of a Related Person; and (vii) the acquisition by the
Corporation or by a subsidiary of the Corporation of any securities of a
Related Person.
(B) The term "Related Person" shall mean any individual,
corporation, partnership or other person or entity (other than any
subsidiary of the Corporation and other than any profit-sharing, employee
stock ownership or other employee benefit plan of the Corporation or a
subsidiary of the Corporation) which, as of the record date for the
determination of shareholders entitled to notice of and to vote on any
Business Combination, or immediately prior to the consummation of such
transaction, together with its "Affiliates" and "Associates" (as defined in
Rule 12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934 as in effect at the date of the adoption of this
Article by the shareholders of the Corporation (collectively and as so in
effect, the "Exchange Act")), are "Beneficial Owners" (as defined in Rule
13d-3 of the Exchange Act) in the aggregate of ten (10%) percent or more of
the outstanding shares of Voting Stock of the Corporation, and any
Affiliate or Associate of any such individual, corporation, partnership or
other person or entity.
(C) The term "Substantial Part" shall mean assets having a fair
market value, as determined by two-thirds of the Continuing Directors, of
more than twenty (20%) percent of the total consolidated assets of the
Corporation and its subsidiaries taken as a whole, as of the end of its
most recent fiscal year ending prior to the time the determination is being
made.
Exhibit 3(a) Page 7
(D) Without limitation, any shares of Voting Stock of the
Corporation that any Related Person has the right to acquire at any time
(notwithstanding that Rule 13d-3 of the Exchange Act deems such shares to
be beneficially owned only if such right may be exercised within 60 days)
pursuant to any agreement, or upon exercise of conversion rights, warrants
or options, or otherwise, shall be deemed to be beneficially owned by the
Related Person and to be outstanding for purposes of subparagraph (B)
above.
(E) For the purposes of subparagraph (B)(1) of paragraph I of
this Article 9, the term "other consideration to be received" shall
include, without limitation, Common Stock or other capital stock of the
Corporation retained by shareholders of the Corporation other than Related
Persons or parties to such Business Combination in the event of a Business
Combination in which the Corporation is the surviving corporation.
(F) The term "Voting Stock" shall mean all outstanding shares of
capital stock of the Corporation entitled to vote generally in the election
of directors and each reference to a proportion of Voting Stock shall refer
to such proportion of the votes entitled to be cast by such shares.
(G) The term "Continuing Director" shall mean a director who was
a member of the Board of Directors of the Corporation at the date of the
adoption of this Article by the shareholders of the Corporation, together
with each director who either (i) was a member of the Board of Directors
immediately prior to the time that the Related Person involved in a
Business Combination became the Beneficial Owner of ten (10%) percent of
the Voting Stock of the Corporation, or (ii) was designated (before his or
her initial election as director) as a Continuing Director by a majority of
the then Continuing Directors.
(H) A Related Person shall be deemed to have acquired a share of
the Voting Stock of the Corporation at the time when such Related Person
became the Beneficial Owner thereof. With respect to the shares owned by
Affiliates, Associates or other persons whose ownership is attributed to a
Related Person under the foregoing definition of Related Person, if the
price paid by such Related Person for such shares is not determinable by
the Continuing Directors, the price so paid shall be deemed to be the
higher of (i) the price paid upon the acquisition thereof by the Affiliate,
Associate or other person or (ii) the market price of the shares in
question at the time when the Related Person became the Beneficial Owner
thereof.
(I) The terms "Highest Per Share Price" and "Highest Equivalent
Price" as used in this Article 9 shall mean the following: If there is
only one class of capital stock of the Corporation issued and outstanding,
the Highest Per Share Price shall mean the highest price that can be
determined to have been paid at
Exhibit 3(a) Page 8
any time by the Related Person for any share or shares of that class of
capital stock. If there is more than one class of capital stock of the
Corporation issued and outstanding, the Highest Equivalent Price shall mean
with respect to each class and series of capital stock of the Corporation,
the amount determined by two-thirds of the Continuing Directors, on whatever
basis they believe is appropriate, to be the highest per share price
equivalent of the highest price that can be determined to have been paid at
any time by the Related Person for any share or shares of any class or series
of capital stock of the Corporation. In determining the Highest Per Share
Price and Highest Equivalent Price, appropriate adjustments shall be made for
recapitalizations and for stock splits, stock dividends and like distributions
or transactions, and all purchases by the Related Person shall be taken into
account regardless of whether the shares were purchased before or after the
Related Person became a Related Person. Also, the Highest Per Share Price
and the Highest Equivalent Price shall include any brokerage commissions,
transfer taxes and soliciting dealers' fees paid by the Related Person with
respect to the shares of capital stock of the Corporation acquired by the
Related Person. In the case of any Business Combination with a Related
Person, the Continuing Directors should determine the Highest Equivalent
Price for each class and series of the capital stock of the Corporation.
III. Notwithstanding any other provisions of these Articles of
Incorporation or the By-Laws of the Corporation (and notwithstanding the
fact that a lesser percentage may be specified by law, these Articles of
Incorporation or the By-Laws of the Corporation), the affirmative vote of
the holders of at least eighty (80%) percent of the outstanding shares of
Voting Stock of the Corporation, voting together as a single class, shall
be required to amend, alter, change or repeal, or adopt any provisions
inconsistent with, this Article 9.
Exhibit 3(a) Page 9