Exhibit 3.2
PAGE 1
DELAWARE
The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED
CERTIFICATE OF "ADVANCED CAST PRODUCTS, INC.", FILED IN THIS OFFICE ON THE
EIGHTH DAY OF OCTOBER, A.D. 2003, AT 4:24 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SECRETARY'S OFFICE SEAL]
-s- Harriet Smith Windsor
------------------------------------
Harriet Smith Windsor, Secretary of State
2202982 8100 AUTHENTICATION: 2680188
030648896 DATE: 10-08-03
State of Delaware
Secretary of State
Division of Corporations
Delivered 04:24 PM 10/08/2003
FILED 04:24 PM 10/08/2003
SRV 030648896 - 2202982 FILE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ADVANCED CAST PRODUCTS, INC.
(Under Section 303 of the General Corporation Law of the State of Delaware)
The undersigned, being a duly elected officer of Advanced Cast
Products, Inc., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify as follows:
1. That the Corporation filed its original Certificate
of Incorporation with the Delaware Secretary of State on July 24,1989 (the
"Certificate").
2. That the Corporation filed a voluntary petition under
chapter 11 of title 11 of the United States Code, as amended with the Bankruptcy
Court of Delaware on August 5, 2003, and that this Certificate is being filed
pursuant to Section 303 of the General Corporation Law of the State of Delaware
and shall become effective pursuant to the Prepackaged Joint Plan of
Reorganization of ACP Holding Company, NFC Castings, Inc., Neenah Foundry
Company and certain of its subsidiaries filed with the Delaware Bankruptcy Court
on August 5, 2003, and amended on September 17,2003, without further action by
the board of directors or shareholders of the Corporation pursuant to the
Bankruptcy Court Confirmation Order dated September 25, 2003. The Corporation's
Certificate is restated in its entirety to read as set forth in Exhibit A
attached hereto and made a part hereof (the "Restated Certificate").
IN WITNESS WHEREOF, the undersigned, for the purpose of
amending and restating the Certificate of Incorporation of the Corporation
pursuant to the General Corporation Law of the State of Delaware, under
penalties of perjury does hereby declare and certify that this is the act and
deed of the Corporation and the facts stated herein are true, and accordingly
has hereunto signed this Certificate of Restated Certificate of Incorporation
this 8th day of October, 2003.
By: /s/ Gary W. LaChey
----------------------
Gary W. LaChey
Chief Financial Officer,
Vice President - Finance,
Treasurer and Secretary
EXHIBIT A
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ADVANCED CAST PRODUCTS, INC.
ARTICLE ONE
The name of the corporation is Advanced Cast Products, Inc.
(hereinafter called the "Corporation").
ARTICLE TWO
The address of the Corporation's registered office in the
state of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle
County, Delaware 19808. The name of its registered agent at such address is
Corporation Service Company.
ARTICLE THREE
The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware.
ARTICLE FOUR
The total number of shares which the Corporation shall have
the authority to issue is One Hundred (100) shares, all of which shall be shares
of Common Stock, no par value per share.
ARTICLE FIVE
The Corporation is to have perpetual existence.
ARTICLE SIX
The directors shall have the power to adopt, amend or repeal
By-Laws, except as may be otherwise be provided in the By-Laws.
ARTICLE SEVEN
The Corporation expressly elects not to be governed by Section
203 of the General Corporation Law of the State of Delaware.
ARTICLE EIGHT
To the fullest extent permitted by the General Corporation Law
of the State of Delaware as the same exists or may hereafter be amended, a
director of this Corporation shall not be liable to the Corporation or its
stockholders for monetary damages for a breach of fiduciary duty as a director.
Any repeal or modification of this ARTICLE EIGHT shall not adversely affect any
right or protection of a director of the Corporation existing at the time of
such repeal or modification.
ARTICLE NINE
The Corporation shall not issue nonvoting equity securities.
ARTICLE TEN
The Corporation reserves the right to amend or repeal any
provisions contained in this Certificate of Incorporation from time to time and
at any time in the manner now or hereafter prescribed by the laws of the State
of Delaware, and all rights conferred upon stockholders and directors are
granted subject to such reservation.
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