EXHIBIT 3.18
RESTATED
CERTIFICATE OF INCORPORATION
OF
FELT PRODUCTS MFG. CO.
Felt Products Mfg. Co. (the "Corporation"), which filed its original
Certificate of Incorporation with the Secretary of State of Delaware on December
13, 1965 and exists under and by virtue of the General Corporation Law of the
State of Delaware, does hereby certify that this Restated Certificate of
Incorporation restates and further amends the provisions of the Corporation's
Certificate of Incorporation, as heretofore amended or supplemented, and was
duly adopted in accordance with the provisions of Sections 242 and 245 of the
General Corporation Law of the State of Delaware.
ARTICLE ONE
The name of the Corporation is Felt Products Mfg. Co.
ARTICLE TWO
The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of
New Castle. The name of the Corporation's registered agent is The Corporation
Trust Company.
ARTICLE THREE
The nature of the Corporation's business is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
ARTICLE FOUR
Section 4.01. Authorized Capital Stock. (a) The total number of shares of
all classes of stock which the Corporation is authorized to issue is 350,330,
divided into six (6) classes. Each share of each class has a par value of $.01.
The designation of each class and the number of shares of each class which the
Corporation is authorized to issue are as follows:
NUMBER OF
CLASS AUTHORIZED SHARES
----- -----------------
Class A 10% Cumulative Preferred Stock 5,000
("Class A Preferred Stock")
Class B 10% Cumulative Preferred Stock 75,000
("Class B Preferred Stock")
Class A 6.5% Cumulative and 10,000
Participating Preferred Stock
("Class A Participating Preferred Stock")
Class B 6.5% Cumulative and 125,000
Participating Preferred Stock
("Class B Participating Preferred Stock")
Voting Preferred Stock ("Voting 10,330
Preferred Stock")
Common Stock ("Common Stock") 125,000
The Class A Preferred Stock, Class B Preferred Stock, Class A Participating
Preferred Stock, Class B Participating Preferred Stock and Voting Preferred
Stock are hereinafter referred to collectively as the "Preferred Stock".
(b) The preferences, qualifications, limitations, restrictions and the special
or relative rights in respect of the shares of each class are hereinafter set
forth.
Section 4.02. Dividends. (a) Subject to the conditions hereinafter set
forth, each year the holders of the Preferred Stock shall be entitled to
receive, out of the assets of the Corporation legally available therefor, the
dividends provided for in Subsections 4.02(c)(i), (ii), (iii), (iv) and (v)
below, if and when declared by the Board of Directors. Except for the
participating dividends of the Class A Participating Preferred Stock and the
Class B Participating Preferred Stock and the non-cumulative dividends of the
Voting Preferred Stock, all dividends on Preferred Stock shall be cumulative and
shall accumulate from the date of issuance of the Preferred Stock, whether or
not funds for such dividends shall have been earned, or such dividends shall
have been declared or there are or were any assets of the Corporation legally
available therefor. Dividends payable on Preferred Stock for any period less
than a full year shall be computed pro rata on the basis of a 360-day year
consisting of twelve 30-day months.
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(b) For the purpose of determining the manner in which dividends paid by the
Corporation should be allocated among the Corporation's six classes of stock,
based on the preferences described herein, the Corporation will be deemed to
have paid on January 1 of each year to the holders of Class A Preferred Stock
and Class A Participating Preferred Stock an amount per share equal to the net
earnings per share of Unity Sales Corp., an Illinois corporation ("Unity"), for
the 12-month period ending on December 31 of the immediately preceding calendar
year. The term "net earnings per share," as used herein, shall mean the net
earnings per share of Unity, for federal income tax purposes, as determined by
Unity's regularly employed accountants in accordance with generally accepted
accounting principles consistently applied. This deemed annual dividend payment
from the Corporation is hereinafter referred to as the "Unity Offset," and it
shall be treated as a payment of First Level Preference Dividends, Second Level
Preference Dividends and Third Level Preference Dividends, as hereinafter
defined, to the Class A Preferred Stock and the Class A Participating Preferred
Stock, in the same order that those dividends would be paid if the Corporation
had, in fact, made such a distribution to each share of Class A Preferred Stock
and Class A Participating Preferred Stock on January 1 of such year, and if on
said date each share of Class A Preferred Stock and Class A Participating
Preferred Stock had accrued and unpaid dividends thereon for the entire year in
which such distribution is deemed made, notwithstanding the provision above that
dividends payable on Preferred Stock for any period less than a full year shall
be computed pro rata. The Unity Offset shall occur irrespective of whether the
holders of Class A Preferred Stock or Class A Participating Preferred Stock
shall have received or be entitled to receive any dividends as shareholders of
Unity.
(c) (i) Each year, each holder of Class A Preferred Stock shall be entitled to
receive cumulative preferred dividends in cash at the rate of one thousand
dollars ($1,000) per share and no more;
(ii) Each year, each holder of Class B Preferred Stock shall be entitled
to receive cumulative preferred dividends in cash at the rate of ten dollars
($10) per share and no more;
(iii) Each year, each holder of Class A Participating Preferred Stock
shall be entitled to receive (1) cumulative preferred dividends in cash at the
rate of four hundred twenty-two dollars fifty cents ($422.50) per share, and (2)
noncumulative participating dividends as provided in Subsection 4.02(g).
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(iv) Each year, each holder of Class B Participating Preferred Stock shall
be entitled to receive (1) cumulative preferred dividends in cash at the rate of
six dollars fifty cents ($6.50) per share, and (2) noncumulative participating
dividends as provided in Subsection 4.02(g).
(v) Each year, each holder of Voting Preferred Stock shall be entitled to
receive noncumulative preferred dividends in cash at the rate of ten cents
($.10) per share and no more.
(d) Subject to the qualifications set forth in this Section 4.02, with respect
to each year, all dividends on Class A Preferred Stock, Class B Preferred Stock,
Class A Participating Preferred Stock and Class B Participating Preferred Stock
shall be paid or set apart for payment in the following order of preference:
(i) Dividends of six hundred twenty-five dollars ($625.00) per share and
six dollars twenty-five cents ($6.25) per share (or, in the case of a dividend
with respect to the current year, the entire accrued and unpaid dividend from
January 1 of that year through the applicable Record Date, as hereinafter
defined, if such accrued and unpaid dividend is less than $625 or $6.25,
respectively) shall be paid to or set apart for the holders of Class A Preferred
Stock and Class B Preferred Stock, respectively (the "First Level Preference
Dividends"), before any other dividends, with respect to said year, shall be
paid to or set apart for the holders of any other class of stock of the
Corporation. First Level Preference Dividends, when paid to or set apart for the
holders of Class A Preferred Stock and Class B Preferred Stock, shall be applied
against accrued and unpaid First Level Preference Dividends in the order in
which they accrued, that is to say, such First Level Preference Dividends shall
be applied against the earliest year with respect to which there are any accrued
and unpaid First Level Preference Dividends. No First Level Preference Dividends
shall be paid to or set apart for the holders of Class A Preferred Stock or
Class B Preferred Stock, with respect to any year, unless and until, with
respect to each preceding year after the issuance of Class A Preferred Stock,
Class B Preferred Stock, Class A Participating Preferred Stock or Class B
Participating Preferred Stock, all First Level Preference Dividends and Second
Level Preference Dividends (as hereinafter defined) shall have been paid in full
or funds sufficient for the payment thereof set apart.
(ii) Subject to the prior payment of the First Level Preference Dividends,
dividends of three hundred forty-one dollars twenty-five cents ($341.25) per
share and five dollars twenty-five cents ($5.25) per share (or, in the case of a
dividend with respect to the current year, the entire accrued and unpaid
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dividend from January 1 of that year through the applicable Record Date, as
hereinafter defined, if such accrued and unpaid dividend is less than $341.25 or
$5.25, respectively) shall be paid to or set apart for the holders of Class A
Participating Preferred Stock and Class B Participating Preferred Stock,
respectively (the "Second Level Preference Dividends"), before any other
dividends, with respect to said year, shall be paid to or set apart for the
holders of any other class of stock of the Corporation. Second Level Preference
Dividends, when paid to or set apart for the holders of Class A Participating
Preferred Stock and Class B Participating Preferred Stock, shall be applied
against accrued and unpaid Second Level Preference Dividends in the order in
which they accrued, that is to say, such Second Level Preference Dividends shall
be applied against the earlier year with respect to which there are any accrued
and unpaid Second Level Preference Dividends.
(iii) At such time as all First Level Preference Dividends and Second
Level Preference Dividends have been paid to or set apart for the holders of
Class A Preferred Stock, Class B Preferred Stock, Class A Participating
Preferred Stock and Class B Participating Preferred Stock, with respect to each
year after the issuance of such stock, any additional dividends paid or set
apart by the Corporation at such time shall be paid to or set apart for the
holders of Class A Preferred Stock, Class B Preferred Stock, Class A
Participating Preferred Stock and Class B Participating Preferred Stock, until,
with respect to each year after the issuance of such stock, such holders receive
their full preferred dividends of one thousand dollars ($1,000) per share, ten
dollars ($10) per share, four hundred twenty-two dollars fifty cents ($422.50)
per share, and six dollars fifty cents ($6.50) per share, respectively (the
"Third Level Preference Dividends"), or in the case of a dividend with respect
to the current year, the entire accrued and unpaid dividend from January 1 of
that year through the applicable Record Date, as hereinafter defined. Third
Level Preference Dividends, when paid or set apart for the holders of Class A
Preferred Stock, Class B Preferred Stock, Class A Participating Preferred Stock
and Class B Participating Preferred Stock, shall be applied against accrued and
unpaid Third Level Preference Dividends in the order in which they accrued, that
is to say, such Third Level Preference Dividends shall be applied against the
earliest year with respect to which there are any accrued and unpaid Third Level
Preference Dividends.
(e) First Level Preference Dividends paid to or set apart for the holders of
Class A Preferred Stock and Class B Preferred Stock shall be distributed ratably
among such holders so that the amounts of any dividends paid, or set apart for
payment, on each share of Class A Preferred Stock and Class B Preferred Stock
shall
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bear to each other the ratio of 100 to 1; provided, however, that if any First
Level Preference Dividends for any year shall be deemed to have been paid to the
Class A Preferred Stock by reason of the Unity Offset, any additional First
Level Preference Dividends with respect to said year shall be paid to or set
apart solely for the holders of Class B Preferred Stock until such time as the
ratio of First Level Preference Dividends paid or set apart for each share of
Class A Preferred Stock and Class B Preferred Stock, with respect to said year,
is 100 to 1. Second Level Preference Dividends paid to or set apart for the
holders of Class A Participating Preferred Stock and Class B Participating
Preferred Stock shall be distributed ratably among such holders so that the
amounts of any dividends paid or set apart for each share of Class A
Participating Preferred Stock and Class B Participating Preferred Stock shall
bear to each other the ratio of 65 to 1; provided, however, that if any Second
Level Preference Dividends for any year shall be deemed to have been paid to the
Class A Participating Preferred Stock by reason of the Unity Offset, any
additional Second Level Preference Dividends with respect to said year shall be
paid to or set apart solely for the holders of Class B Participating Preferred
Stock, until such time as the ratio of Second Level Preference Dividends paid or
set apart for each share of Class A Participating Preferred Stock and Class B
Participating Preferred Stock, with respect to said year, is 65 to 1. Third
Level Preference Dividends paid to or set apart for the holders of Class A
Preferred Stock, Class B Preferred Stock, Class A Participating Preferred Stock
and Class B Participating Preferred Stock, with respect to any year, shall be
paid or set apart as follows:
(i) The Corporation shall first determine, with respect to said year,
the ratio of (1) the total of Third Level Preference Dividends which
would be paid to or set apart for the holders of Class A Preferred
Stock and Class B Preferred Stock as a single class (collectively,
the "A & B Preferred Stock"), if the Unity Offset was not taken into
consideration, to (2) the total of Third Level Preference Dividends
which would be paid to or set apart for the holders of Class A
Participating Preferred Stock and Class B Participating Preferred
Stock as a single class (collectively, the "A & B Participating
Stock"), if the Unity Offset was not taken into consideration. Said
ratio shall hereinafter be referred to as the
"Preferred/Participating Ratio Without the Unity Offset."
(ii) If with respect to any year, the class A Participating Preferred
Stock shall be deemed to have received any Third Level Preference
Dividends with respect to that
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year as a result of the Unity Offset, then Third Level Preference
Dividends shall then be paid to or set apart solely for the holders
of the A & B Preferred Stock until such time as the ratio of (1) the
total of Third Level Preference Dividends paid to or set apart for
the holders of the A & B Preferred Stock (taking into consideration
the Unity Offset) to (2) the total of Third Level Preference
Dividends paid to or set apart for the holders of the A & B
Participating Stock (taking into consideration the Unity Offset), is
equal to the Preferred/Participating Ratio Without the Unity Offset.
Such Third Level Preference Dividends shall be paid to or set apart
solely for the holders of Class B Preferred Stock until such time as
the ratio of Third Level Preference Dividends paid or set apart for
each share of Class A Preferred Stock and Class B Preferred Stock,
with respect to said year, is 100 to 1. Thereafter, all Third Level
Preference Dividends paid to or set apart for the holders of the A &
B Preferred Stock, with respect to said year, shall be distributed
ratably among the holders of Class A Preferred Stock and Class B
Preferred Stock so that the amount of such dividends paid, or set
apart for payment, on the shares of Class A Preferred Stock and
Class B Preferred Stock shall bear to each other the ratio of 100 to
1.
(iii) After the portion of the Third Level Preference Dividends provided
for in Subsection 4.02(e)(ii) shall have been paid in full, or
amounts sufficient for the payment thereof set apart, or if no Third
Level Preference Dividends needs to be paid or set apart pursuant to
Subsection 4.02(e)(ii), any Third Level Preference Dividends, or any
additional Third Level Preference Dividends, as the case may be,
shall be distributed between the holders of A & B Preferred Stock
and the holders of A & B Participating Stock in a ratio equal to
Preferred/Participating Ratio Without the Unity Offset.
(1) All such dividends allocated to the A & B Preferred Stock
shall be paid to or set apart solely for the holders of Class
B Preferred Stock until such time as the ratio of Third Level
Preference Dividends paid or set apart for each share of Class
A Preferred Stock and Class B Preferred Stock, with respect to
said year, is 100 to 1. Thereafter, all Third Level Preference
Dividends paid to or set apart for the holders of A & B
Preferred Stock shall be distributed ratably among the holders
of
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Class A Preferred Stock and Class B Preferred Stock so that
the amount of such dividends paid, or set apart for payment,
on the shares of Class A Preferred Stock and Class B Preferred
Stock shall bear to each other the ratio of 100 to 1.
(2) All such dividends allocated to the A & B Participating Stock
shall be paid to or set apart solely for the holders of Class
B Participating Preferred Stock until such time as the ratio
of Third Level Preference Dividends paid or set apart for each
share of Class A Participating Preferred Stock and Class B
Participating Preferred Stock, with respect to said year, is
65 to 1. Thereafter, all Third Level Preference Dividends paid
to or set apart for the holders of A & B Participating Stock
shall be distributed ratably among the holders of Class A
Participating Preferred Stock and Class B Participating
Preferred Stock so that the amount of such dividends paid, or
set apart for payment, on the shares of Class A Participating
Preferred Stock and Class B Participating Preferred Stock
shall bear to each other the ratio of 65 to 1.
(f) After all First, Second and Third Level Preference Dividends shall have been
paid to or set apart for the holders of Class A Preferred Stock, Class B
Preferred Stock, Class A Participating Preferred Stock and Class B Participating
Preferred Stock, with respect to each year after the issuance of such stock, a
noncumulative dividend at the annual rate of $.10 per share (the "Fourth Level
Preference Dividends") shall be paid to or set apart for the holders of Voting
Preferred Stock, before the dividends referred to in Subsection 4.02(g) shall be
paid to or set apart for the holders of Class A Participating Preferred Stock,
Class B Participating Preferred Stock and Common Stock.
(g) After all First, Second and Third Level Preference Dividends shall have been
paid to or set apart for the holders of Class A Preferred Stock, Class B
Preferred Stock, Class A Participating Preferred Stock and Class B Participating
Preferred Stock, with respect to each year after the issuance of such stock, and
the Fourth Level Preference Dividends provided for in Subsection 4.02(f) shall
have been paid to or set apart for the holders of Voting Preferred Stock, any
additional dividends shall be paid to or set apart for the holders of Class A
Participating Preferred Stock, Class B Participating Preferred Stock and Common
Stock, in the following proportions. The holders of the Class A Participating
Preferred Stock shall be entitled to receive or have set apart for payment an
amount per share equal to 419.88% of the
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amount per share paid to or set apart for the holders of the Common Stock, and
the holders of the Class B Participating Preferred Stock shall be entitled to
receive or have set apart for payment an amount per share equal to 6.46% of the
amount per share paid to or set apart for the holders of the Common Stock. The
amount per share paid to or set apart for the holders of the Common Stock shall
be determined by dividing the total dividend to be paid or set apart for the
holders of Class A Participating Preferred Stock, Class B Participating
Preferred Stock and Common Stock, pursuant to this Subsection 4.02(g), by the
sum of the amounts set forth in Subsections 4.02(g)(i), (ii) and (iii) below.
(i) the number of then outstanding shares of Common Stock;
(ii) the number of then outstanding shares of Class A Participating
Preferred Stock multiplied by 4.1988; and
(iii) the number of then outstanding shares of Class B Participating
Preferred Stock multiplied by .0646.
(h) All dividends on the Corporation's stock shall be paid to the holders of
record of such stock at the close of business on the date specified by the Board
of Directors (the "Record Date") at the time such dividend is declared. All
allocations of dividends pursuant to the preferences and formulas set forth in
this Section 4.02 shall be as of the Record Date.
(i) All dividends paid on any class of stock of the Corporation shall be paid
ratably to the holders of such class in direct proportion to the number of
shares of such class held by each holder, and each fractional share of each
class of stock of the Corporation shall be entitled to a ratably proportionate
amount of all dividends paid on each outstanding share of such class.
Section 4.03. Liquidation. (a) In the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the affairs of the
Corporation, the assets of the Corporation available for distribution to the
Corporation's stockholders shall be distributed in the manner hereinafter set
forth.
(b) The holders of Class A Preferred Stock and Class B Preferred Stock shall be
entitled to receive base liquidation values of ten thousand dollars ($10,000)
per share and one hundred dollars ($100) per share, respectively, in addition to
an amount equal to all accrued but unpaid dividends thereon, before any
distributions shall be made to the holders of Class A Participating Preferred
Stock, Class B Participating Preferred Stock, Voting Preferred Stock or Common
Stock. If the assets of the Corporation available for distribution to the
stockholders are insufficient to pay in
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full the amounts provided hereunder for the holders of the Class A Preferred
Stock and Class B Preferred Stock, all amounts paid hereunder to the holders of
Class A Preferred Stock and Class B Preferred Stock shall be distributed ratably
among such holders so that the amounts of any such distributions on the shares
of Class A Preferred Stock and Class B Preferred Stock shall bear to each other
the ratio of 100 to 1; provided, however, that if the ratio of the distributions
to be paid to or set apart for the holders of shares of Class A Preferred Stock
and Class B Preferred Stock is less than 100 to 1 because dividends shall have
been deemed paid to the holders of Class A Preferred Stock by reason of the
Unity Offset, all distributions pursuant to this subsection shall first be paid
to or set apart for the holders of Class B Preferred Stock until such time as
the ratio of the remaining unpaid distributions to be paid to or set apart for
the holders of shares of Class A Preferred Stock and Class B Preferred Stock is
100 to 1.
(c) After the amounts payable to the holders of Class A Preferred Stock and
Class B Preferred Stock pursuant to Subsection 4.03(b) shall have been paid in
full, or amounts sufficient for the payment thereof set apart, the holders of
Class A Participating Preferred Stock and Class B Participating Preferred Stock
shall be entitled to receive base liquidation values of six thousand five
hundred dollars ($6,500) per share and one hundred dollars ($100) per share,
respectively, in addition to an amount equal to all accrued but unpaid dividends
thereon, before any distributions shall be made to the holders of Voting
Preferred Stock or Common Stock. If the assets of the Corporation available for
distribution to the Class A Participating Preferred Stock and Class B
Participating Preferred Stock pursuant to this subsection are insufficient to
pay the full amounts provided hereunder for the holders of Class A Participating
Preferred Stock and Class B Participating Preferred Stock, all distributions
made to the holders of Class A Participating Preferred Stock and Class B
Participating Preferred Stock hereunder shall be distributed ratably among such
holders so that the amounts of such distributions shall bear to each other the
ratio of 65 to 1; provided, however, that if the ratio of distributions to be
paid to or set apart for the holders of shares of Class A Participating
Preferred Stock and Class B Participating Preferred Stock is less than 65 to 1
because dividends shall have been deemed paid to the holders of Class A
Participating Preferred Stock by reason of the Unity Offset, all distributions
pursuant to this subsection shall first be paid to or set apart for the holders
of Class B Participating Preferred Stock until such time as the ratio of the
remaining unpaid distributions to be paid to or set apart for the holders of
shares of Class A Participating Preferred Stock and Class B Participating
Preferred Stock is 65 to 1.
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(d) After the amounts payable to the holders of Class A Participating Preferred
Stock and Class B Participating Preferred Stock pursuant to Subsection 4.03(c)
shall have been paid in full, or amounts sufficient for the payment thereof set
apart, the holders of Voting Preferred Stock shall be entitled to receive a
base liquidation value of one dollar ($1) per share in addition to any declared
and unpaid dividend thereon, before any distributions shall be made to the
holders of Common Stock, Class A Participating Preferred Stock and Class B
Participating Preferred Stock, pursuant to Subsection 4.03(e). If the assets of
the Corporation available for distribution to the Voting Preferred Stock are
insufficient to pay the full amount provided hereunder for the holders of Voting
Preferred Stock, all distributions made to the holders of Voting Preferred Stock
hereunder shall be distributed ratably among such holders in direct proportion
to the number of shares held by each such holder.
(e) After the amounts payable to the holders of Voting Preferred Stock pursuant
to Subsection 4.03(d) shall have been paid in full, or amounts sufficient for
the payment thereof set apart, the remaining assets of the Corporation available
for distribution to the Corporation's stockholders shall be distributed to the
holders of Class A Participating Preferred Stock, Class B Participating
Preferred Stock and Common Stock, in the following proportions. The holders of
the Class A Participating Preferred Stock shall be entitled to receive an amount
per share equal to 419.88% of the amount per share distributed to the holders of
the Common Stock, and the holders of the Class B Participating Preferred Stock
shall be entitled to receive an amount per share equal to 6.46% of the amount
per share distributed to the holders of the Common Stock. The amount per share
distributed to the holders of the Common Stock shall be determined by dividing
an amount equal to the remaining assets of the Corporation available for
distribution to the holders of Class A Participating Preferred Stock, Class B
Participating Preferred Stock and Common Stock, pursuant to this Subsection
4.03(e), by the sum of the amounts set forth in Subsections 4.03(e)(i), (ii) and
(iii) below.
(i) The number of then outstanding shares of Common Stock;
(ii) The number of then outstanding shares of Class A Participating
Preferred Stock multiplied by 4.1988; and
(iii) The number of then outstanding shares of Class B Participating
Preferred Stock multiplied by .0646.
(f) All distributions made on any class of stock of the Corporation pursuant to
this Subsection 4.03 shall be made ratably to the holders of such class in
direct proportion to the number of
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shares of such class held by each holder, and each fractional share of each
class of stock of the Corporation shall be entitled to a ratably proportionate
amount of all distributions made on each outstanding share of such class.
Section 4.04 Voting. Except as otherwise provided by law, the holder of
each outstanding share of Voting Preferred Stock shall be entitled to one (1)
vote on each matter submitted to a vote at a meeting of stockholders, and no
holder of any other class of stock of the Corporation shall have any voting
rights in respect of the shares of such other class of stock held by such
holder; provided, however, that at each election of directors of the
Corporation, each holder of Voting Preferred Stock shall be entitled to the
number of votes determined by multiplying the number of shares of Voting
Preferred Stock held by such holder by the number of directors to be elected at
such election of directors, and at such election of directors, each holder of
Voting Preferred Stock shall be entitled to cast the votes to which such holder
is entitled for a single director, or between or among any two or more
directors, as such holder of Voting Preferred Stock may see fit.
Section 4.05. Preemptive Rights. No stockholder shall by reason of his
holding shares of any class of the Corporation's stock have any preemptive or
preferential right to purchase or subscribe to any shares of any class of the
Corporation's stock, now or hereafter to be authorized, or any notes,
debentures, bonds, or other securities convertible into or carrying options or
warrants to purchase shares of any class of the Corporation's stock, now or
hereafter to be authorized, whether or not the issuance of any such shares,
notes, debentures, bonds or other securities, would adversely affect the
dividend or voting rights of such stockholder, other than such rights, if any,
as the Board of Directors, in its discretion, from time to time may grant and at
such prices as the Board of Directors in its discretion may fix; and the Board
of Directors may issue shares of any class of the Corporation's stock, or any
notes, debentures, bonds, or other securities convertible into or carrying
options or warrants to purchase shares of any class, without offering any such
shares of any class, either in whole or in part, to the existing stockholders of
any class.
ARTICLE FIVE
The Corporation shall indemnify any and all of its directors or officers
or former directors or officers or any person who may have served at its request
as a director or officer of another corporation in which it owned shares of
capital stock or of which it is a creditor, against expenses actually and
necessarily
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incurred by them in connection with the defense of any action, suit or
proceeding in which they, or any of them, are made parties, or a party, by
reason of being or having been directors or officers or a director or officer of
the Corporation, or such other corporation, except in relation to matters as to
which any such director or officer or former director or officer or person shall
be adjudged in such action, suit or proceeding to be liable for gross, wanton or
willful negligence or misconduct in the performance of duty. Such
indemnification shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any by-law, agreement, vote of stockholders,
or otherwise.
ARTICLE SIX
The Corporation is to have perpetual existence.
ARTICLE SEVEN
The private property of the stockholders shall not be subject to the
payment of corporate debts to any extent whatever.
ARTICLE EIGHT
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized:
To make, alter or repeal the by-laws of the Corporation.
To authorize and cause to be executed mortgages and liens upon the real
and personal property of the Corporation.
To set apart out of any of the funds of the Corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.
By resolution passed by a majority of the whole Board of Directors, to
designate one or more committees, each committee to consist of two or more of
the directors of the Corporation, which, to the extent provided in the
resolution or in the by-laws of the Corporation, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation, and may authorize the seal of the Corporation to be affixed
to all papers which may require it. Such committee or committees shall have such
name or names as may be stated in the by-laws of the Corporation or as may be
determined from time to time by resolution adopted by the Board of Directors.
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When and as authorized by the affirmative vote of the holders of a
majority of the Voting Preferred Stock issued and outstanding, given at a
stockholders' meeting duly called for that purpose, or when authorized by the
written consent of the holders of a majority of the Voting Preferred Stock
issued and outstanding, (a) to sell, lease or exchange all of the property and
assets of the Corporation, including its good will and its corporate franchises,
upon such terms and conditions and for such consideration, which may be in whole
or in part shares of stock in, and/or other securities of, any other corporation
or corporations, as the Board of Directors shall deem expedient and for the best
interests of the Corporation, or (b) to equitably amend or modify the Plan of
Recapitalization (adopted by the stockholders on September 30, 1985) if and to
the extent necessary to implement the purposes of said Plan of Recapitalization.
ARTICLE NINE
In the absence of fraud, no contract or other transaction between this
Corporation and any other corporation or any partnership or association shall be
affected or invalidated by the fact that any director or officer of this
Corporation is pecuniarily or otherwise interested in or is a director, member
or officer of such other corporation or of such firm, association or partnership
or is a party to or is pecuniarily or otherwise interested in such contract or
other transaction or in any way connected with any person or persons, firm,
association, partnership or corporation pecuniarily or otherwise interested
therein; any director may be counted in determining the existence of a quorum at
any meeting of the Board of Directors of this Corporation for the purpose of
authorizing any such contract or transaction with like force and effect as if he
were not so interested, or were not a director, member or officer of such other
corporation, firm, association or partnership.
ARTICLE TEN
Meetings of the stockholders may be held outside the State of Delaware, if
the by-laws so provide. The books of the Corporation may be kept (subject to any
provision contained in the statutes) outside the State of Delaware at such place
or places as may be designated from time to time by the Board of Directors or in
the by-laws of the Corporation. Elections of directors need not be by ballot
unless the by-laws of the Corporation shall so provide.
ARTICLE ELEVEN
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorpo-
-14-
ration, in the manner now or hereafter prescribed by statute, and all rights
conferred upon stockholders herein are granted subject to this reservation.
IN WITNESS WHEREOF, said Felt Products Mfg. Co. has caused this Restated
Certificate of Incorporation to be signed by L.C. Weinberg, its President, and
E. Lehman, its assistant secretary, this 30th day of September, 1985.
FELT PRODUCTS MFG. CO.
/s/ L.C. Weinberg
---------------------------------
President
ATTEST:
/s/ Elliot Lehman
- ---------------------------------
________________, Assistant
Secretary
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CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
FELT PRODUCTS MFG. CO.
FELT PRODUCTS MFG. CO., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Act"), DOES HEREBY
CERTIFY THAT:
1. In accordance with the provisions of Section 242 of the Act, an
amendment to the Restated Certificate of Incorporation of this Corporation has
been duly adopted by the holders of a majority of the outstanding stock of each
class of this Corporation entitled to vote thereon as a class and by the Board
of Directors of this Corporation by written consent in accordance with Sections
228(a) and 141(f), respectively, of the Act.
2. Said amendment amends Article Four of the Restated Certificate of
Incorporation so that, as amended, said Article Four, in its entirety, shall
read as follows:
The total number of shares of stock which the Corporation is
authorized to issue is 200,100 shares, consisting of 100 shares of
Voting Common Stock, par value $.01 per share, and 200,000 shares of
Non-Voting Common Stock, par value $.01 per share. The designations,
preferences, qualifications, limitations, restrictions and special
or relative rights of the Voting Common Stock and the Non-Voting
Common Stock shall be as follows:
(a) Voting Rights. Each share of Voting Common Stock shall be
entitled to one (1) vote on all corporate matters upon which
stockholders of the corporation are entitled to vote. Each
fractional share of Voting Common Stock shall have a vote equal to
its corresponding percentage of one share, and each voting
requirement for a majority or other proportion of the outstanding
voting stock of the Corporation shall require majority or other
applicable proportion of the votes of such stock. The holders of
Voting Common Stock shall have and possess the exclusive voting
rights and powers, and the holders of Non-Voting Common Stock shall
not be entitled to vote upon the election of directors or in respect
of any other matters whatsoever, except as otherwise required by
law.
(b) Other. Except as hereinabove provided, the holders of
Voting Common Stock and Non-Voting Common Stock shall participate
equally, share and share alike, in the payment of any dividends of
the corporation and in the distribution of assets in the event of
liquidation of the corporation, whether voluntary or involuntary,
after the payment of all debts of the corporation, and in all other
respects shall be treated alike and shall have the same rights,
privileges and powers, and shall be subject to the same
qualifications, limitations, and restrictions.
Upon this amendment becoming effective, each share of
the existing Class A 10% Cumulative Preferred Stock, Class B 10%
Cumulative Preferred Stock, Class A 6.5% Cumulative and
Participating Preferred Stock, Class B 6.5% Cumulative and
Participating Preferred Stock, Voting Preferred Stock and Common
Stock of the Corporation, each par value $.01 per share, then issued
and outstanding (collectively, the "Existing Stock") shall be
automatically convened into the following number of shares of the
Voting Common Stock or Non-Voting Common Stock, as the case may be
(collectively, the "New Stock"), without further action on the part
of the holder thereof:
Number and Class of Shares of New
Stock into which each Share of
Existing Stock is to be Converted
---------------------------------
Class of Existing Stock Number Class
- ----------------------- ------ -----
Class A 10% Cumulative Preferred Stock 7.204177668 Non-Voting
Common Stock
Class B 10% Cumulative Preferred Stock 0.072006975 Non-Voting
Common Stock
Class A 6.5% Cumulative and Participating 7.490904089 Non-Voting
Preferred Stock Common Stock
Class B 6.5% Cumulative and Participating 0.115247885 Non-Voting
Preferred Stock Common Stock
Voting Preferred Stock 0.000305125 Voting Common
Stock
Common Stock 1.000000000 Non-Voting
Common Stock
3. Said amendment shall be effective as of the close of business on
December 29, 1996 (the "Effective Date").
IN WITNESS WHEREOF, FELT PRODUCTS MFG. CO. has caused this Certificate of
Amendment to be signed to this 26th day of December, 1996.
FELT PRODUCTS MFG. CO.
By: /s/ Pamela Forbes Lieberman
--------------------------------
Name: Pamela Forbes Lieberman
---------------------------
Title: Vice President Finance
--------------------------