Exhibit 3(a)
Composite
Restated Articles of Incorporation
as amended (through October 9, 1997)
of
HUNT CORPORATION
1st. The name of the corporation is Hunt Corporation.
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 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 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.
(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 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.
(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.