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Exhibit 4(a)
Composite
Restated Articles of Incorporation
as amended
of
HUNT MANUFACTURING CO.
1st. The name of the corporation is Hunt Manufacturing Co.
2nd. The location and post office address of its registered office in the
Commonwealth of Pennsylvania is 1405 Locust Street, Philadelphia, Pennsylvania.
3rd. The corporation shall have unlimited power to engage in or to do any
lawful act concerning any or all lawful business for which corporations may be
incorporated under the Act of May 5, 1933, P.L. 364, as amended.
The corporation is organized under the Act of May 5, 1933, P.L. 364, as
amended.
4th. The term of which it is to exist is perpetual.
5th. The aggregate number of shares which the Corporation shall have
authority to issue is: 41,000,000 shares, dividend into 1,000,000 Preferred
Shares of the par value of $.10 per share, and 40,000,000 Common Shares of the
par value of $.10 per share.
A description of the shares of each class and a statement of the
preferences, qualifications, limitations, restrictions, and the special or
relative rights granted to or imposed upon the shares of each class, except such
thereof as the Board of Directors is authorized to fix, as hereinafter provided,
is as follows:
I. PREFERRED SHARES
The Preferred Shares may be divided into and issued in series, each series
to be so designated as to distinguish the shares thereof from the shares of all
other series and classes. The Board of Directors of the Corporation shall have
authority, by resolution, to divide any or all of the Preferred Shares into one
or more series and, with respect to each series to establish and, prior to the
issue thereof, to fix and determine a distinguishing designation therefor and to
fix and determine:
(a) the rate at which dividends on the shares shall be declared and
paid or set aside for payment; whether dividends at the rate so determined
shall be cumulative and
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if so from what date or dates and on what terms; and whether the shares shall
be entitled to any participating or other dividends in addition to dividends
at the rate so determined, and if so on what terms;
(b) whether or not the shares shall have voting rights, in addition to
the voting rights provided by law, and if so, the terms and conditions
thereof;
(c) whether the shares shall have conversion privileges and, if so, the
terms and conditions of such conversion, including provisions for any
adjustment of the conversion rate;
(d) whether or not the shares shall be redeemable, and, if so, the
terms and conditions of such redemption, including the date or dates 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;
(e) whether any shares shall be redeemed through sinking fund payments,
and, if so, on what terms;
(f) the rights of the shares of each series in the event of voluntary
or involuntary liquidation, dissolution, winding up or distribution of the
assets of the Corporation; and
(g) any other relative rights, preferences and limitations of each
series.
II. COMMON SHARES
Except as expressly provided by law or by resolution of the Board of
Directors pursuant to the authority granted under Article 5 I hereof, all voting
rights shall be vested in the holders of the Common Shares.
6th. The number of directors which shall constitute the whole board of
directors of the corporation shall be the number from time to time fixed by the
by-laws of the corporation, and such number of directors so fixed in such
by-laws may be changed only upon the affirmative vote of (i) the holders of at
least 70% of all the securities of the corporation then entitled to vote on such
change, or (ii) two-thirds of the directors in office at the time of the vote.
At the time of the corporation's annual meeting of stockholders in 1982,
the Board of Directors shall be divided into three classes: Class I, Class II
and Class III. Such
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classes shall consist of, as nearly as possible, equal numbers of directors. The
term of office of the initial Class I directors shall expire at the regular
annual meeting of stockholders in 1983; the term of office of the initial Class
II directors shall expire at the regular annual meeting of stockholders in 1984,
and the term of office of the initial Class III directors shall expire at the
regular annual meeting of stockholders in 1985, or in each case when their
respective successors are thereafter elected and qualified. At each annual
election held after 1982, the directors chosen to succeed those whose terms are
expiring shall be identified as being of the same class of directors as those
whom they succeed and shall be elected for a term expiring at the third
succeeding regular annual meeting of stockholders after their election or in
each case when their respective successors are thereafter elected and qualified.
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 is a member until the expiration of his
current term 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 in number as possible. Subject to Sections 4.05(B) and 4.05(C) of the
Pennsylvania Business Corporation Law, any director may be removed with or
without cause only upon the affirmative vote of the holders of at least 70% of
all of the securities of the corporation entitled to vote for the election of
directors; provided that no director shall be removed unless the entire class of
the Board of which the director is a member is removed in any case where the
votes cast against the resolution for said director's removal represent a number
of shares sufficient, if cumulatively voted at an annual election of directors,
to elect one or more directors to the class of [which] the director is a member.
Should a vacancy occur or be created, whether arising through death,
resignation or removal (otherwise than by vote of the voting stockholders of the
corporation, as provided above) of a director or through an increase in the
number of directors of any class (effected otherwise than by vote of the voting
stockholders of the corporation, as provided above), 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 a majority vote of the remaining directors of the other
two classes if there be no remaining member of the class in which the vacancy
occurs. In all other cases any such vacancy shall be filled by vote of the
voting stockholders of the corporation. 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 was elected.
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(A) The affirmative vote of the holders of at least 70% of all of the
securities of the corporation entitled to vote shall, except as provided in
paragraph (B) of this Article 7th, be required in order for any of the following
actions or transactions to be effected by the corporation, or approved by the
corporation as stockholder of any subsidiary of the corporation:
(i) any merger or consolidation of the corporation or any of its
subsidiaries with or into a Related Person (as hereinafter defined) or any
affiliate, subsidiary or associate (as each of said terms is defined in
the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder) of a Related Person, or
(ii) any sale, lease, exchange or other disposition of all or any
substantial part of the assets of the corporation or any of its
subsidiaries to or with a Related Person or any affiliate, subsidiary or
associate of a Related Person, or
(iii) any issuance or delivery by the corporation of any voting
securities (or any securities or other instruments convertible into voting
securities) of the corporation or any of its subsidiaries (other than
securities issued or delivered by the corporation pursuant to (a) any
present or future stock option plan or other stock plan created for the
benefit of the officers and employees of the corporation or any of its
subsidiaries or (b) any underwritten public offering) to a Related Person
or any affiliate, subsidiary or associate of a Related Person in exchange
for cash, other assets or securities, or any combination thereof, or
(iv) any dissolution of the corporation.
(B) The vote of the securityholders specified in paragraph (A) of this
Article 7th shall not apply to any action or transaction specified in such
paragraph if:
(i) such action or transaction is approved in advance by a majority of the
"Continuing Directors" (said term to mean and include all directors of the
corporation then in office who were duly elected prior to the time the person,
corporation or entity involved in such action or transaction (either directly or
with or through any affiliates, subsidiaries or associates) became a Related
Person, and all directors of the corporation elected as such at the annual
meeting of securityholders at which this Article 7th was adopted) or (ii) such
action or transaction involves solely the corporation and one or more
subsidiaries of
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the corporation, or involves solely two or more subsidiaries of the corporation
(provided that none of the stock of any such subsidiary involved is directly or
indirectly beneficially owned by a Related Person (other than such ownership
arising solely because of ownership interests in the corporation)), and, in the
case of a merger, the corporation is the surviving corporation or a subsidiary
of the corporation is the surviving corporation and following such merger the
certificate or articles of incorporation of such subsidiary contain provisions
substantially the same as those in Articles 6th, 7th and 8th of these Articles
of Incorporation.
(C) In determining whether or not to approve or recommend the approval of
any transaction of the type enumerated in items (i), (ii) or (iii) of paragraph
(B) above, whether or not involving (directly or indirectly) a Related Person,
or any other transaction having a similar major effect upon the properties,
operations or control of the Company, the Board of Directors or the Continuing
Directors, as the case may be, shall be entitled to consider, as separate and
independent factors, with such relative weights as they may assign, the
following:
(i) the character, integrity, business philosophy and financial status of
the other party or parties to the transaction;
(ii) the consideration to be received by the corporation or its
securityholders in connection with such transaction, as compared to
(a) the current market price or value of the corporation's properties
or securities;
(b) the value of the corporation, its properties or securities in a
freely negotiated transaction;
(c) the estimated future value of the corporation, its properties or
securities;
(d) such other measures of the value of the corporation, its properties
or securities as the directors may deem appropriate;
(iii) the projected social, legal and economic effects of the proposed
action or transaction upon employees, suppliers and customers of the
corporation and the communities where the corporation does business;
(iv) the general desirability of the corporation's continuing as an
independent entity; and
(v) such other factors as they may deem relevant.
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(D) The term "Related Person" as used herein shall mean and include any
individual, corporation, partnership or other person or entity which, together
with its affiliates and associates and any other person or entity with which it
or its affiliates or associates has any agreement, arrangement or understanding,
directly or indirectly, for the purpose of acquiring, holding, voting or
disposing of voting securities of the corporation, directly or indirectly
beneficially owns 5% or more in the aggregate of the outstanding voting
securities of the corporation. A majority of the Continuing Directors then in
office shall have the power and the duty to determine for purposes of this
Article 7th, on the basis of information then known to them, who shall
constitute a Related Person and its affiliates, subsidiaries and associates. Any
such determination by the Continuing Directors shall be conclusive and binding
for all purposes.
8th The provisions set forth in this Article 8th and in Articles 6th and
7th herein may not be repealed or amended in any respect unless such action is
approved by the affirmative vote of the holders of at least 70% of all of the
securities of the corporation entitled to vote thereon.