EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SCHOLASTIC CORPORATION
(ORIGINALLY INCORPORATED AS SI HOLDINGS INC.
THE DATE OF FILING OF THE CORPORATION'S ORIGINAL
CERTIFICATE OF INCORPORATION IS OCTOBER 22, 1986)
SCHOLASTIC CORPORATION, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), has, pursuant to approval of its Board of Directors and a
majority of the holders of the Class A Stock and the Common Stock of the
Corporation, as required by Sections 242 and 245 of the Delaware General
Corporation Law, adopted the following Amended and Restated Certificate of
Incorporation, which completely amends and restates the existing Certificate of
Incorporation of the Corporation, as amended, in all respects:
FIRST: The name of the Corporation is SCHOLASTIC CORPORATION.
SECOND: The Corporation is formed for the following purposes, which
shall be construed independently of each other:
(a) To engage in the transaction of general printing and publishing
business;
(b) To deal generally in all products and services for use by, or for,
persons or organizations engaged in education and communication;
(c) To engage in any or all other mercantile, manufacturing,
processing, research, development, trading, real estate, financing and
franchising business; and
(d) To engage in any lawful activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.
THIRD: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of its registered agent at such address is The Corporation
Trust Company.
FOURTH: The total number of shares which may be issued by the
Corporation is Seventy-four and one-half Million (74,500,000) shares, of which
Seventy Million (70,000,000) shares shall be Common Stock having a par value of
one cent ($.01) per share; Two and one-half Million (2,500,000) shares shall be
Class A Stock having a par value of one cent ($.01) per share; and Two Million
(2,000,000) shares shall be Preferred Stock having a par value of one dollar
($1.00) per share.
The designations, rights, preferences, privileges, limitations,
restrictions and voting powers of the shares are as follows:
(a) PREFERRED STOCK. Shares of Preferred Stock may be issued from time
to time in one or more series and each series shall be separately designated.
Authority is hereby expressly granted to the Board of Directors, subject to the
provisions of this Article, to fix, before the issuance of any shares of a
particular series, the number of shares to be included in such series, the
dividend rate per annum and any restrictions, limitations and conditions upon
the payment of dividends, the redemption price or prices, if any, and the terms
and conditions of redemption, any sinking fund provisions for the redemption or
purchase of the shares of such series, the terms and conditions on which the
shares of such series are convertible, if they are convertible, the amount or
amounts to which the holders of shares of such series shall be entitled upon the
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation and any other rights, preferences and limitations pertaining to such
series as may be determined by the Board of Directors providing for the issue of
such series.
(b) CLASS A STOCK AND COMMON STOCK. Except as hereinafter expressly set
forth, and subject to the rights of the holders of the Preferred Stock at any
time outstanding, the Class A Stock and the Common Stock, both of which are
classes of common stock, shall be of equal rank and shall entitle the holders
thereof to the same and identical rights, privileges and benefits.
(i) VOTING RIGHTS. Except as otherwise hereinafter
provided or as may be provided by law, and for so long as any shares of
Class A Stock remain outstanding, the entire voting power of the
Corporation shall be vested exclusively in the holders of the shares of
the Class A Stock and the holders of no other class of the
Corporation's stock shall have any voting power, or right to
participate in any meeting, or be entitled to any voice in the
management of the Corporation's affairs; provided, however, that the
holders of the shares of the Common Stock voting as a class at each
annual meeting of the Corporation shall elect such minimum number of
the members of the Board of Directors as shall equal at least one-fifth
of the members of the Board of Directors, which shall consist of not
less than three nor more than fifteen members, such number to be
determined from time to time by the holders of the Class A Stock.
Without the consent of the holders of the Common Stock voting as a
class, neither the Certificate of Incorporation or the By-laws of the
Corporation shall hereafter be amended to deny to the holders of the
Common Stock the right to elect at least one-fifth of the members of
the Board of Directors. In the event of a vacancy in the seat of a
director who has been elected by the holders of the Common Stock
(including a successor thereto appointed to fill a vacancy) or a newly
created directorship which would be filled by the holders of the Common
Stock, such vacancy or newly created directorship shall be filled
solely by the remaining directors who have been elected by the holders
of the Common Stock (including successors thereto appointed to fill a
vacancy) and, in the event of a vacancy in the seat of a director who
has been elected by the holders of the Class A Stock
(including a successor thereto appointed to fill a vacancy) or a newly
created directorship which would be filled by the holders of the Class
A Stock, such vacancy or newly created directorship shall be filled
solely by the remaining directors who have been elected by the holders
of the Class A Stock (including successors thereto appointed to fill a
vacancy). Notwithstanding the foregoing, in connection with the right
of the Board of Directors to fix the rights, preferences and
limitations of the Preferred Stock, the Board of Directors may grant
voting power to the holders of one or more series of the Preferred
Stock to elect not more than two additional members of the Board of
Directors in the event of an arrearage in the payment of dividends on
any such series as may be stated in the resolution or resolutions of
the Board of Directors providing for the issuance of such series, such
right to elect two additional directors to be applicable to all series
of Preferred Stock in the aggregate and not to each series thereof in
the event more than one series is outstanding. Any increase in the
number of members of the Board of Directors as a result of the right of
the holders of one or more series of the Preferred Stock to elect two
additional members of the Board of Directors shall not alter or
increase the voting power of the holders of Common Stock who shall
continue to have the right only to elect such minimum number of the
members of the Board of Directors as shall equal at least one-fifth of
the members of the Board of Directors as constituted prior to the
election of such two additional members of the Board of Directors by
the holders of the Preferred Stock. With respect to the election of
directors, no holders of any class of stock shall have cumulative
voting rights.
(ii) CONVERSION. The holders of shares of the Class A
Stock shall have the right, at their option, at any time and from time
to time, to convert such shares into shares of Common Stock of the
Corporation on the following terms and conditions:
(A) The shares of the Class A Stock shall be
convertible at the office of the Corporation in the City of
New York, New York, into fully-paid and non-assessable shares
of Common Stock of the Corporation on a share-for-share basis,
that is to say, each share of the Class A Stock shall be
convertible into one share of the Common Stock;
(B) Before any holder of shares of the Class A Stock
shall be entitled to convert the same into Common Stock, he
shall surrender his certificate or certificates therefor, duly
endorsed, at the office of the Corporation, and shall give
written notice to the Corporation that he elects to convert
the same, and shall state in writing therein the name or names
in which he wishes the certificate or certificates for the
Common Stock to be issued. The Corporation will, as soon as
practicable thereafter, issue and deliver to such holder of
shares of the Class A Stock, or to his nominee or nominees,
certificates for the number of shares of Common Stock to which
he shall be entitled as aforesaid. Any applicable issue and
transfer taxes shall be paid by such holder. Shares of the
Class A Stock shall be deemed to have been converted as of the
date of the surrender of such
shares for conversion as provided above and the person or
persons entitled to receive the Common Stock issuable upon
such conversion shall be treated for all purposes as the
record holder or holders of such Common Stock on such date;
and
(C) Shares of the Class A Stock surrendered for
conversion as above provided shall be cancelled according to
law and shall not be reissued.
(iii) STOCK DIVIDENDS. The holders of the Class A Stock and
the Common Stock shall have the same and identical rights to dividends
or distributions, provided that, in the event of dividends or
distributions payable in shares of the Class A or Common Stock of the
Corporation or the distribution of rights, warrants or other securities
exercisable or exchangeable for, or convertible into, shares of the
Class A or Common Stock of the Corporation, such dividends or
distributions shall be payable in shares, or rights, warrants or other
securities exercisable or exchangeable for, or convertible into,
shares, as the case may be, of Class A Stock in respect of the holders
of Class A Stock of the Corporation and Common Stock in respect of the
holders of Common Stock of the Corporation;
(c) DENIAL OF PREEMPTIVE RIGHTS. No holder of any shares of any class
of stock shall be entitled to or have any right, as such holder, to subscribe
for or purchase any part of any new or additional issue of stock or other
securities or obligations, or of securities or obligations convertible into
stock of any class whatsoever, which the Corporation may at any time hereafter
issue or sell, whether now or hereafter authorized.
FIFTH: No director of the Corporation shall be personally liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director of the Corporation; provided, however, that the
foregoing is not intended to eliminate or limit the liability of a director of
the Corporation for (i) any breach of a director's duty of loyalty to the
Corporation or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) a
violation of Section 174 of the General Corporation Law of the State of Delaware
or (iv) any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of this Article FIFTH 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. The Corporation shall, to the fullest extent
permitted by Section 145 of the General Corporation Law of the State of
Delaware, as the Section may be amended and supplemented from time to time,
indemnify any director or officer of the Corporation (and any director, trustee
or officer of any corporation, business trust or other entity to whose business
the Corporation shall have succeeded) which it shall have power to indemnify
under that Section against any expenses, liabilities or other matter referred to
in or covered by that Section. The indemnification provided for in this Article
(a) shall not be deemed exclusive of any other rights to which those indemnified
may be entitled under any by-law, agreement or vote of stockholders or
disinterested directors or otherwise, both as to action in their official
capacities and as to action in another capacity while holding such
office (b) shall continue as to a person who has ceased to be a director or
officer and (c) shall inure to the benefit of the heirs, executors and
administrators of such a person. To assure indemnification under this Article of
all such persons who are determined by the Corporation or otherwise to be or to
have been "Fiduciaries" of any employee benefit plan of the Corporation which
may exist from time to time and which is governed by the Act of Congress
entitled "Employee Retirement Income Security Act of 1974," as amended from time
to time, such Section 145 shall, for the purposes of this Article, be
interpreted as follows: an "other enterprise" shall be deemed to include such an
employee benefit plan; the Corporation shall be deemed to have requested a
person to serve an employee benefit plan where the performance by such person of
his duties to the Corporation also imposes duties on, or otherwise involves
beneficiaries of the plan; excise taxes assessed on a person with respect to an
employee benefit plan pursuant to such Act of Congress shall be deemed "fines;"
and action taken or omitted by a person with respect to an employee benefit plan
in the performance of such person's duties for a purpose reasonably believed by
such person to be in the interest of the participants and beneficiaries of the
plan shall be deemed to be for a purpose which is not opposed to the best
interests of the Corporation.
SIXTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Amended and Restated Certificate of
Incorporation (except as limited by Article FOURTH (b) (i) hereof), in the
manner now or hereafter prescribed by statute, and all rights conferred upon the
stockholders herein are granted subject to this reservation.
SEVENTH: The By-laws of the Corporation may be adopted, amended or
repealed by a majority vote of all members of the Board of Directors of the
Corporation.