EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
OF
AQUAPENN SPRING WATER COMPANY, INC.
AquaPenn Spring Water Company, Inc., a corporation organized and
existing under and by virtue of the Business Corporation Law of Pennsylvania,
DOES HEREBY CERTIFY:
A. The corporation was incorporated in Pennsylvania on
November 5, 1986.
B. These Restated Articles of Incorporation restate and integrate but
do not further amend the Articles of Incorporation, as amended, of the
Corporation, and there is no discrepancy between those provisions and the
provisions of these Restated Articles of Incorporation.
C. These Restated Articles of Incorporation were duly adopted by the
Board of Directors of the corporation without a vote of the shareholders in
accordance with the provisions of Section 1914(c) of the Business Corporation
Law of Pennsylvania.
D. The text of the Articles of Incorporation as amended or
supplemented heretofore is hereby integrated and restated to read
as herein set forth in full:
1. The name of the corporation is: AquaPenn Spring Water
Company, Inc.
2. The address of the corporation's registered office in the
Commonwealth of Pennsylvania is: One AquaPenn Drive,
Milesburg, Pennsylvania 16853 (Centre County)
3. The corporation is incorporated under the provisions of the
Business Corporation Law, Act of May 5, 1933, as amended.
4. The purpose of the corporation is to engage in and to do any
lawful act or acts concerning any or all lawful businesses
for which corporations may be incorporated under the
provision of the Business Corporation Law of Pennsylvania,
Act of May 5, 1933, P.L. 364, as amended and supplemented,
and to do all things and exercise all powers, rights and
privileges which a business corporation may now or hereafter
be organized or authorized to do or to exercise under the
said Business Corporation Law of Pennsylvania, as amended
and supplemented from time to time.
5. The term for which the corporation is to exist is perpetual.
6. The aggregate number of shares which the Corporation shall have the
authority to issue is 102,000,000, comprised of two classes of stock:
100,000,000 shares of common stock, no par value, and 2,000,000 shares
of preferred stock, par value $1.00 per share.
The designations, preferences, qualifications, limitations,
restrictions and special or relative rights in respect of the shares of
each class are as follows:
Common Stock:
(a) Voting Rights. The holders of shares of the common stock of the
Corporation shall not have cumulative voting rights in the election of
directors.
Preferred Stock:
(a) Issuance of Preferred Shares in Series; First Series. The preferred
shares shall be non-voting shares and shall be issued from time to time
in series. The first series shall be designated Series A Preferred,
shall consist of 2,000,000 shares, shall have no dividend preference,
shall not be redeemable, shall grant to the holders thereof certain
liquidation privileges as set forth in subparagraph (d) hereof, and
shall be convertible to common shares as provided in subparagraph (e)
hereof. The shares of such series shall otherwise be subject to the
provisions of this Article applicable to all series of the preferred
shares, and additional provisions with respect to such series shall be
fixed by the Board of Directors as provided in subparagraph (b) of this
Article.
(b) Authority of Board of Directors to Fix Terms of Series. All
preferred shares shall be of equal rank and identical, except in the
particulars that may be fixed by the Board of Directors as provided in
this subparagraph (b). The Board of Directors is hereby authorized and
required to fix, in the manner and to the full extent provided and
permitted by law, all provisions of the shares of each series not
otherwise set forth in these Articles and insofar as such provisions
shall not be inconsistent with the provisions of this Article
applicable to all series of preferred shares, including, but not
limited to:
(i) Series Designation. The distinctive designation of all
series and the number of shares which shall constitute such series
(except the first series, the designation, and number of shares of
which are set forth in subparagraph (a) above), which number may be
increased (except where otherwise provided by the Board of Directors in
its resolution creating such series) or decreased (but
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not below the number of shares thereof then-outstanding)
from time to time by resolution of the Board of Directors;
(ii) Dividend Rate and Rights. The annual rate of dividends
payable on the shares of all series (except the first series, which
shall have no dividend preference), the date from which dividends shall
be cumulative on all shares of any series issued prior to the record
date for the first dividend on shares of such series, and the dividend
rights applicable to the shares of all series;
(iii) Redemption Price. The redemption price or prices, if
any, for the shares of each, any or all series;
(iv) Sinking Fund. The obligation, if any, of the
Corporation to maintain a sinking fund for the periodic redemption of
shares of any series and to apply the sinking fund to the redemption
of such shares;
(v) Voluntary Liquidation Preferences. The amount payable
on shares of each series in the event of any voluntary liquidation,
dissolution or winding up of the affairs of the Corporation;
(vi) Conversion Rights. The rights, if any, of the holders
of shares of each series to convert such shares into common shares
and the terms and conditions of such conversion.
(c) Dividends. The holders of the Series A Preferred Shares shall not
be entitled to any dividend preference. The holders of the preferred
shares of each other series in preference to the holders of the Class A
Preferred Shares or the common shares, shall be entitled to receive
dividends, out of any funds legally available therefor, as and when
declared by the Board of Directors, at the rate for such series as
provided in subparagraph (b) hereof, payable quarterly on the last day
of January, April, July and October, respectively, in each year, with
respect to the quarterly period ending on such respective payment date,
except that the first dividend on such initial issue of any series of
preferred shares shall be payable on the quarterly dividend payment
date next succeeding the expiration of thirty (30) days after the date
any shares of such series are issued.
(d) Liquidation Preference.
(i) Voluntary or Involuntary Dissolution. In the
event of the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Corporation,
then, before any distribution or payment shall be made to
the holders of the common shares, the holders of the
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preferred shares shall be entitled to be paid in full the respective
amounts fixed in allowance with the provisions of subparagraph (b)
hereof.
(ii) Insufficient Assets. If, on any voluntary or involuntary
liquidation, dissolution, or winding up of the affairs of the
Corporation, the assets of the Corporation are insufficient to permit
full payment to the preferred shareholders as herein provided, then,
the holders of any series of the preferred shares shall share ratably
in any distribution of assets in proportion to the full amounts to
which they would otherwise be respectively entitled.
(iii) Participation Rights Where Assets Sufficient. If, on any
liquidation, dissolution, or winding up of the affairs of the
Corporation, payment shall have been made in full to the holders of the
preferred shares, as provided in subparagraph (d)(i), above, the
remaining assets and funds of the Corporation shall be distributed
equally to all outstanding shares, preferred and common, share for
share.
(iv) Dissolution as Not Involving Consolidation or Merger.
Neither the consolidation or merger of the Corporation, nor the lease
or conveyance of all or substantially all of its assets, shall be
deemed a liquidation, dissolution, or winding up of the affairs of the
Corporation within the meaning of this subparagraph (d) or within the
meaning of the provisions of subparagraph (b) hereof.
(e) Conversion Rights of First Series.
(i) Conversion Rights. The holder of any shares of the first
series of Preferred Shares at any time shall, at his option on delivery
to the Corporation of his written notice electing to convert said
shares to common shares and on surrender at the office of the
Corporation or office of the transfer agent for such shares of the
certificate or certificates for such preferred shares, duly endorsed to
the Corporation, be entitled to receive one (1) common shares for each
preferred share so converted.
(ii) Adjustments. Provided, however, that the conversion
ratio of common shares to be issued pursuant to a conversion of
preferred shares under subparagraph (i) of this subparagraph (e)
shall be adjusted only in the event of a stock dividend or stock
split so as to preserve, so far as is reasonably possible, the
original conversion rights of the preferred shares. No adjustment to
the conversion ratio under subparagraph (i) shall be made by reason
of any increase in the authorized shares of common stock of the
Corporation or by reason of the issuance of common stock for cash,
property or services.
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(iii) Fractional Shares. When required for a complete
conversion of the preferred shares, the Corporation shall issue
fractional shares, or certificates evidencing such fractional shares,
calculated to the nearest 1/100th of a share, fractions of less than
1/100th of a share being disregarded, on such terms and subject to such
conditions as may be fixed by the Board of Directors. Fractional shares
shall entitle the holder to exercise fractional voting rights, to
receive dividends thereon and to participate in any of the assets of
the Corporation in the event of liquidation.
(iv) Cancellation of Converted Shares. The initial
series of shares so converted shall not be reissued and shall cease
to be part of the authorized shares of the Corporation.
(v) Reservation of Sufficient Common Shares for Conversion.
The Corporation shall at all times, reserve and keep available out of
its authorized but unissued common shares, solely for the purpose of
effecting conversion of its initial series of shares, the full number
of common shares deliverable on conversion of all preferred shares from
time to time outstanding.
(f) Voting. Except as otherwise expressly required by law, in all
matters as to which the vote or consent of the Corporation shall be
required or be taken, including any increase or decrease in the amount
of authorized capital stock of the Corporation, the respective holders
of the shares of common stock only shall each be entitled to one vote
for each share of such stock held by them, respectively.
7. These articles of incorporation may be amended in the manner now or
hereafter prescribed by statute, and all rights conferred upon
shareholders herein are granted subject to this reservation.
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