AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ENZYMATICS, INC.
(TO BECOME UNIVERSAL DISPLAY CORPORATION)
The Amended and Restated Articles of Incorporation of Enzymatics, Inc.,
to be known as Universal Display Corporation (the "Corporation"), are as
follows:
1. The name of the Corporation is Universal Display Corporation.
2. The location and post office address of the registered office of the
Corporation in this Commonwealth is 1221 Centennial Road, Penn Valley,
Pennsylvania 19072.
3. The Corporation is incorporated under the Business Corporation Law
of the Commonwealth of Pennsylvania for the following purpose or purposes:
to have unlimited power to engage in and to do all lawful acts
concerning any or all lawful business for which corporations
may be incorporated under the Business Corporation Law.
4. The term for which the Corporation is to exist is perpetual.
5. The aggregate number of shares which the Corporation shall have
authority to issue shall be 30,000,000 shares: (a) 25,000,000 shares of Common
Stock, $.01 par value per share ("Common Stock"); (b) 4,800,000 shares of
Preferred Stock, $.01 par value per share ("Preferred Stock") (exclusive of the
share of Series A Preferred Stock); and (c) 200,000 shares of Series A
Nonconvertible Preferred Stock, $.01 par value per share.
The designations, preferences, qualifications, privileges, limitations,
restrictions and the special or relative rights of each share of Common Stock,
and the express grant of authority to the Board of Directors to fix by
resolution the designations, preferences, qualifications, privileges,
limitations, restrictions and the special or relative rights in respect of each
share of Preferred Stock which are not fixed by these Articles of Incorporation,
are as follows:
A. Common Stock.
Subject to the rights of the holders of Preferred Stock, and subject to
any other provisions of these Amended and Restated Articles of Incorporation, as
amended from time to time, holders of Common Stock shall be entitles to receive
such dividends and other distributions in cash, stock or property of the
Corporation as may be declared thereon by the Board of Directors from time to
time out of assets or funds of the Corporation legally available therefore. At
every meeting or action by consent in writing of the shareholders every holder
of Common Stock shall be entitles to one (1) vote in person or by proxy for each
share of Common Stock standing in his or her name on the transfer books of the
Corporation. Shareholders shall not have the right to cumulate votes in the
election of directors. In the event of any dissolution, liquidation or winding
up of the affairs of the Corporation, whether voluntary or involuntary, after
payment or provision for payment of the debts and other liabilities of the
Corporation, the holders of each series of Preferred Stock shall be entitled to
receive, out of the net assets of the Corporation, an amount for each share
equal to the amount fixed and determined by the Board of Directors in any
resolution or resolutions providing for the insurance of any particular series
of Preferred Stock before any of the assets of the Corporation shall be
distributed or paid over to the holders of Common Stock. After payment in full
of any such amounts to the holders of any Preferred Stock entitled thereto, the
remaining assets and funds of the Corporation shall be divided among and paid
ratably to the holders of Common Stock.
B. Preferred Stock.
The Board of Directors is hereby authorized from time to time to
provide by resolution for the issuance of shares of Preferred Stock in one or
more series not exceeding the aggregate number of shares of Preferred Stock
authorized by these Amended and Restated Articles of Incorporation, as amended
from time to time; and to determine with respect to each such series the voting
powers, if any (which voting powers if granted may be full or limited),
designations, preferences and relative, participating, optional or other special
rights, and the qualifications, limitations or restrictions appertaining
thereto, including without limiting the generality of the foregoing, the voting
rights appertaining to shares of Preferred Stock of any series (which may be one
vote per share or a fraction or multiple of a vote per share, and which may be
applicable generally or only upon the happening and continuance of stated events
or conditions), the rate of dividend to which holders of Preferred Stock of any
series may be entitled (which may be cumulative or noncumulative), the rights of
holders of Preferred Stock of any series in the event of liquidation,
dissolution or winding up of the affairs of the Corporation, and the rights (if
any) of holders of Preferred Stock of any series to convert or exchange such
shares of Preferred Stock of such series for shares of any other class of
capital stock (including the determination of the price or prices or the rate or
rates applicable to such rights to convert or exchange and the adjustment
thereof, the time or times during which the right to convert or exchange shall
be applicable and the time or times during which a particular price or rate
shall be applicable).
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Before the Corporation shall issue any shares of Preferred Stock of any
series, a certificate, setting forth a copy of the resolution or resolutions of
the Board of Directors, fixing the voting powers, designations, preferences, the
relative, participating, option or other rights, if any, and the qualifications,
limitations and restrictions, if any, appertaining to the shares of Preferred
Stock of such series, and the number of shares of Preferred Stock of such series
authorized by the Board of Directors to be issued, shall be filed in the manner
prescribed by the laws of the Commonwealth of Pennsylvania.
C. Series A Nonconvertible Preferred Stock.
The following is a statement of designations and preferences relating
to Two Hundred Thousand (200,000) shares of the Corporation's authorized
Preferred Stock which shall be designated as "Series A Nonconvertible Preferred
Stock" (the "Series A Preferred Stock"); such Series A Preferred Stock to have
such voting rights, designations, preferences, qualifications, privileges,
limitations, restrictions, options, conversion rights and other special or
relative rights as may be hereinafter set forth:
(1) No Dividend Provisions. Holders of Series A Preferred
Stock shall not be entitled to receive dividends.
(2) Rights on Liquidation; Dissolution; Winding-Up.
(a) In the event of any liquidation, dissolution or
winding-up of the affairs of the Corporation (collectively, a "Liquidation"),
whether voluntary or involuntary, and after payment of the Corporation's debts
and liabilities, before any payment of cash or distribution of other property
shall be made to the holders of the Common Stock or any other class or series of
shares ranking on Liquidation junior to the Series A Preferred Stock, the
holders of Series A Preferred Stock shall be entitled to receive out of the
assets of the Corporation legally available for distribution to its
shareholders, an amount per share (rounded to the nearest $0.01) equal to $7.50
per share (the "Liquidation Preference").
(b) If upon the occurrence of any Liquidation, the assets
and funds thus distributed among holders of the Series A Preferred Stock shall
be insufficient to permit the payment to such holders of the preferential
amounts described in subsection 2(a) above, then the entire assets and funds of
the Corporation legally available for distribution shall be distributed ratably
among holders of the Series A Preferred Stock in proportion to the amount of
such Series A Preferred Stock owned by each such holder.
(c) If upon the occurrence of any Liquidation, the assets
and funds thus distributed among holders of Series A Preferred Stock shall be
sufficient to permit the full payment of the Liquidation Preference to the
holders of Series A Preferred Stock, such holders shall be entitled to no
further participation in the distribution of the assets of the Corporation.
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(3) Merger; Consolidation; etc. The Corporation shall give
notice to each holder of Series A Preferred Stock at least twenty (20) days
prior to the effective date of (i) any consolidation or merger of the
Corporation with or into any other corporation or corporations (other than a
merger or consolidation in which the holders of Series A Preferred Stock receive
securities of the surviving corporation having substantially similar rights to
the Series A Preferred Stock and in which the shareholders of the Corporation
immediately prior to the transaction will be the holders of at least a majority
of the voting securities of the surviving corporation immediately after the
transaction); (ii) a sale, conveyance or disposition of all or substantially all
of the assets of the Corporation; or (iii) the effectuation by the Corporation
of a transaction or series of related transactions in which more than 50% of the
voting power of the Corporation is disposed of. The holders of a majority of the
Series A Preferred Stock shall be entitled, by electing prior to the effective
date of any of the foregoing types of transactions, to require the Corporation
to treat any such transaction as if it were a Liquidation and to cause the
proceeds of such transaction, or any property deliverable from such transaction
to be distributed among the holders of Series A Preferred Stock as if such
transaction were a Liquidation.
(4) Voting Provisions. Except as expressly provided herein or
as otherwise required by law, the holders of Series A Preferred Stock will vote
together with the holders of Common Stock, and not as a separate class, on all
matters, with each holder of Series A Preferred Stock entitles to one vote per
share.
(5) Protective Provisions. So long as any shares of Series A
Preferred Stock shall remain outstanding, the Corporation shall not, without the
affirmative vote of the holders of at least a majority of the shares of Series A
Preferred Stock at the time outstanding, voting as a single class (i) alter or
change the rights, preferences or privileges of the shares of the Series A
Preferred Stock so as to affect adversely the shares of the Series A Preferred
Stock, (ii) increase the authorized number of shares of the Series A Preferred
Stock, or (iii) do any act or thing which would result in taxation of the
holders of shares of Series A Preferred Stock under Section 305 of the Internal
Revenue Code of 1986, as amended (or any other comparable provision) or (iv)
increase the liquidation value of the Series A Preferred Stock.
(6) No Conversion. The Series A Preferred Stock shall not be
convertible into other shares of the capital stock of the Corporation.
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(7) Board Seats. The holders of the Series A Preferred Stock
shall have the right to nominate, in the manner prescribed in the Corporation's
bylaws, two (2) of the candidates for election as director of the Corporation.
The holders of the Series A Preferred Stock, voting as a separate series, shall
be entitled to elect any candidates so nominated. The holders of the Common
Stock, voting as a separate class, shall be entitled to elect that number of
directors as shall equal the total number of director positions as the Board of
Directors of the Corporation shall consist of from time to time, less the number
of directors, if any, nominated and elected by the holders of the Series A
Preferred Stock. At any meeting (or in a written consent in lieu thereof) held
for the purpose of electing directors, the presence in person or by proxy (or
the written consent) of the holders of a majority of the shares of the Series A
Preferred Stock then outstanding shall constitute a quorum of the Series A
Preferred Stock for the election of directors to be elected solely by the
holders of the Series A Preferred Stock. A vacancy in any directorship elected
by the holders of the Series A Preferred Stock shall be filled only by vote or
written consent of the holders of the Series A Preferred Stock. A vacancy in any
directorship elected by the holders of the Common Stock shall be filled only by
vote or written consent of the holders of the Common Stock.
6. Section 1715 of the Pennsylvania Business Corporation Law of 1988,
as amended (the "BCL") and subchapters E, F, G and H of Chapter 25 of the BCL
shall not be applicable to this Corporation.
7. Henceforth, these Amended and Restated Articles of Incorporation
shall become the Corporation's Articles of Incorporation and shall supersede the
original Articles of Incorporation of this Corporation and all amendments
thereto.
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