Exhibit 3.20
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING FEDERAL-MOGUL INTERAMERICANA, LTD.
WITH AND INTO
FEDERAL-MOGUL IGNITION COMPANY
Pursuant to Section 253 of the Delaware General Corporation Law (the
"Code"), the undersigned, Federal-Mogul Ignition Company, a Delaware corporation
(the "Corporation"), does hereby certify:
FIRST: That the Corporation was incorporated and duly organized pursuant
to the Code and is validly existing as a Delaware corporation.
SECOND: That the Corporation owns all of the issued and outstanding
shares of common stock of Federal-Mogul Interamericana, Ltd., a Delaware
corporation (the "Subsidiary"). The Subsidiary does not have any other class or
series of capital stock outstanding.
THIRD: That the Corporation, by resolutions duly adopted by its Board of
Directors on the 20th day of November, 1998, determined, pursuant to Section 253
of the Code, to merge the Subsidiary with and into the Corporation and to assume
all of the Subsidiary's obligations, and that a copy of said resolutions and the
conditions set forth in such resolutions are in the form hereinafter set forth:
WHEREAS, the Board of Directors of the Corporation has determined that
it is in the best interests of the Corporation to merge its wholly-owned
subsidiary, Federal-Mogul Interamericana, Ltd., a Delaware corporation
("Interamericana"), with and into the Corporation, and to have
Interamericana's's separate existence cease and terminate, and to conduct
the business of Interamericana and assume all of the obligations of
Interamericana (collectively with the other mergers stated herein, the
"Mergers");
NOW THEREFORE, BE IT RESOLVED, that the Mergers are authorized and
approved in all respects, and the officers of the Corporation be, and each
(acting alone) hereby is, authorized and empowered in the name of and on
behalf of the Corporation to take or cause to be taken all such actions and
to sign, execute, verify, acknowledge, certify to, file and deliver all
such instruments and documents, as shall be in the judgment of any such
officer, necessary, desirable or appropriate in order to effectuate the
Mergers and to perform the obligations of the Corporation under the laws of
the State of Delaware and any other state required for the Mergers and as a
result of the Mergers, including, but not limited to, filing a Certificate
of Ownership and Merger with the Delaware Secretary of State, and any and
all documents necessary in jurisdictions of foreign qualification; and
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BE IT FURTHER RESOLVED, that any and all prior actions taken by the
officers of the Corporation or an agent or employee of the Corporation
under the direction of such officer in connection with the actions
authorized in the above resolutions hereby are ratified, confirmed,
authorized and approved in all respects.
FOURTH: That the Subsidiary shall merge with and into the Corporation,
whereupon the Subsidiary shall cease to exist and the Corporation shall be the
surviving entity of such Merger, and the Corporation shall assume all of the
obligations of the Subsidiary.
FIFTH: This Certificate of Ownership and Merger shall be effective as of
December 31, 1998.
IN WITNESS WHEREOF, the undersigned authorized officer of Federal-Mogul
Ignition Company has executed this Certificate of Ownership and Merger on behalf
of the surviving corporation, this 20th day of November, 1998.
FEDERAL-MOGUL IGNITION COMPANY
By: /s/ David A. Bozynski
----------------------------------
Name: David A. Bozynski
Title: Vice President and Treasurer
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CERTIFICATE OF OWNERSHIP AND MERGER
MERGING FEDERAL-MOGUL A & S COMPANY
WITH AND INTO
FEDERAL-MOGUL IGNITION COMPANY
Pursuant to Section 253 of the Delaware General Corporation Law (the
"Code"), the undersigned, Federal-Mogul Ignition Company, a Delaware corporation
(the "Corporation"), does hereby certify:
FIRST: That the Corporation was incorporated and duly organized pursuant
to the Code and is validly existing as a Delaware corporation.
SECOND: That the Corporation owns all of the issued and outstanding
shares of common stock of Federal-Mogul A & S Company, a Delaware corporation
(the "Subsidiary"). The Subsidiary does not have any other class or series of
capital stock outstanding.
THIRD: That the Corporation, by resolutions duly adopted by its Board of
Directors on the 20th day of November, 1998, determined, pursuant to Section 253
of the Code, to merge the Subsidiary with and into the Corporation and to assume
all of the Subsidiary's obligations, and that a copy of said resolutions and the
conditions set forth in such resolutions are in the form hereinafter set forth:
WHEREAS, the Board of Directors of the Corporation has determined that
it is in the best interests of the Corporation to merge its wholly-owned
subsidiary, Federal-Mogul A & S Company, a Delaware corporation ("A & S"),
with and into the Corporation, and to have A & S' separate existence cease
and terminate, and to conduct the business of A & S and assume all of the
obligations of A & S (collectively with the other mergers stated herein,
the "Mergers");
NOW THEREFORE, BE IT RESOLVED, that the Mergers are authorized and
approved in all respects, and the officers of the Corporation be, and each
(acting alone) hereby is, authorized and empowered in the name of and on
behalf of the Corporation to take or cause to be taken all such actions and
to sign, execute, verify, acknowledge, certify to, file and deliver all
such instruments and documents, as shall be in the judgment of any such
officer, necessary, desirable or appropriate in order to effectuate the
Mergers and to perform the obligations of the Corporation under the laws of
the State of Delaware and any other state required for the Mergers and as a
result of the Mergers, including, but not limited to, filing a Certificate
of Ownership and Merger with the Delaware Secretary of State, and any and
all documents necessary in jurisdictions of foreign qualification; and
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BE IT FURTHER RESOLVED, that any and all prior actions taken by the
officers of the Corporation or an agent or employee of the Corporation
under the direction of such officer in connection with the actions
authorized in the above resolutions hereby are ratified, confirmed,
authorized and approved in all respects.
FOURTH: That the Subsidiary shall merge with and into the Corporation,
whereupon the Subsidiary shall cease to exist and the Corporation shall be the
surviving entity of such Merger, and the Corporation shall assume all of the
obligations of the Subsidiary.
FIFTH: This Certificate of Ownership and Merger shall be effective as of
December 31, 1998.
IN WITNESS WHEREOF, the undersigned authorized officer of Federal-Mogul
Ignition Company has executed this Certificate of Ownership and Merger on behalf
of the surviving corporation, this 20th day of November, 1998.
FEDERAL-MOGUL IGNITION COMPANY
By: /s/ David A. Bozynski
---------------------------------------
Name: David A. Bozynski
Title: Vice President and Treasurer
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CERTIFICATE OF OWNERSHIP AND MERGER
MERGING FEDERAL-MOGUL CHESTERFIELD, INC.
WITH AND INTO
FEDERAL-MOGUL IGNITION COMPANY
Pursuant to Section 253 of the Delaware General Corporation Law (the
"Code"), the undersigned, Federal-Mogul Ignition Company, a Delaware corporation
(the "Corporation"), does hereby certify:
FIRST: That the Corporation was incorporated and duly organized pursuant
to the Code and is validly existing as a Delaware corporation.
SECOND: That the Corporation owns all of the issued and outstanding shares
of common stock of Federal-Mogul Chesterfield, Inc., a Delaware corporation (the
"Subsidiary"). The Subsidiary does not have any other class or series of capital
stock outstanding.
THIRD: That the Corporation, by resolutions duly adopted by its Board of
Directors on the 20th day of November, 1998, determined, pursuant to Section 253
of the Code, to merge the Subsidiary with and into the Corporation and to assume
all of the Subsidiary's obligations, and that a copy of said resolutions and the
conditions set forth in such resolutions are in the form hereinafter set forth:
WHEREAS, the Board of Directors of the Corporation has determined that
it is in the best interests of the Corporation to merge its wholly-owned
subsidiary, Federal-Mogul Chesterfield, Inc., a Delaware corporation
("Chesterfield"), with and into the Corporation, and to have Chesterfield's
separate existence cease and terminate, and to conduct the business of
Chesterfield and assume all of the obligations of Chesterfield
(collectively with the other mergers stated herein, the "Mergers");
NOW THEREFORE, BE IT RESOLVED, that the Mergers are authorized and
approved in all respects, and the officers of the Corporation be, and each
(acting alone) hereby is, authorized and empowered in the name of and on
behalf of the Corporation to take or cause to be taken all such actions and
to sign, execute, verify, acknowledge, certify to, file and deliver all
such instruments and documents, as shall be in the judgment of any such
officer, necessary, desirable or appropriate in order to effectuate the
Mergers and to perform the obligations of the Corporation under the laws of
the State of Delaware and any other state required for the Mergers and as a
result of the Mergers, including, but not limited to, filing a Certificate
of Ownership and Merger with the Delaware Secretary of State, and any and
all documents necessary in jurisdictions of foreign qualification; and
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BE IT FURTHER RESOLVED, that any and all prior actions taken by the
officers of the Corporation or an agent or employee of the Corporation
under the direction of such officer in connection with the actions
authorized in the above resolutions hereby are ratified, confirmed,
authorized and approved in all respects.
FOURTH: That the Subsidiary shall merge with and into the Corporation,
whereupon the Subsidiary shall cease to exist and the Corporation shall be the
surviving entity of such Merger, and the Corporation shall assume all of the
obligations of the Subsidiary.
FIFTH: This Certificate of Ownership and Merger shall be effective as of
December 31, 1998.
IN WITNESS WHEREOF, the undersigned authorized officer of Federal-Mogul
Ignition Company has executed this Certificate of Ownership and Merger on behalf
of the surviving corporation, this 20th day of November, 1998.
FEDERAL-MOGUL IGNITION COMPANY
By: /s/ Thomas W. Ryan
--------------------------------
Name: Thomas W. Ryan
Title: Vice President
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Champion Spark Plug Company, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That the Board of Directors of said Corporation, by the unanimous
written consent of its members, filed with the minutes of the Board a resolution
proposing and declaring advisable the following amendment to the Certificate of
Incorporation of said Corporation:
RESOLVED, that the Certificate of Incorporation of Champion Spark Plug
Company be amended by changing the First Article thereof so that, as
amended, said Article shall be and read as follows:
"The name of the Corporation is: Federal-Mogul Ignition Company."
SECOND: That in lieu of a meeting and vote of stockholders, the stockholders
have given unanimous written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 141 and 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by
David M. Sherbin, its Assistant Secretary, this 29th day of October, 1998.
/s/ David M. Sherbin
-----------------------------
By: David M. Sherbin
Title: Assistant Secretary
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CERTIFICATE
OF
OWNERSHIP AND MERGER
OF
LIVINGSTON INDUSTRIES, INC.
INTO
CHAMPION SPARK PLUG COMPANY
Champion Spark Plug Company, a corporation organized and existing under the laws
of the State of Delaware,
DOES HEREBY CERTIFY AS FOLLOWS:
FIRST: That this Corporation was incorporated on December 5, 1938
pursuant to the General Corporation Law of the State of Delaware.
SECOND: That the outstanding shares of Livingston Industries, Inc. total
8,600, and that this Corporation owns all of the outstanding shares of
Livingston Industries, Inc., a corporation incorporated on January 27, 1971,
pursuant to the General Corporation Law of the State of California.
THIRD: That this Corporation, by the following resolutions of its Board
of Directors, duly adopted by the unanimous written consent of its members and
filed with the minutes of the Board as of the 25th day of November, 1991,
determined to merge into itself said Livingston Industries, Inc.:
RESOLVED, that it is deemed advisable to merge Livingston Industries,
Inc. into this Corporation upon the terms of the Merger Agreement attached
hereto as Exhibit A; and
FURTHER RESOLVED, that said Merger Agreement and the merger provided
for therein be and they hereby are approved; and
FURTHER RESOLVED, that the proper officers of this Corporation be and
they hereby are authorized and directed to execute said Merger Agreement;
and
FURTHER RESOLVED, that the merger be effective as of the close of
business on December 31, 1991; and
FURTHER RESOLVED, that the proper officers of this Corporation be and
they hereby are directed to make and execute a Certificate of Ownership and
Merger setting forth (i) a copy of these resolutions to merge into this
Corporation said Livingston Industries, Inc. and assume its liabilities and
obligations, and (ii) the date of adoption hereof, and to cause the same to
be filed with the Secretary of State of Delaware and a certified copy to be
recorded
1
in the office of the Recorder of Deeds of New Castle County and to do all
acts and things whatsoever, whether within or without the State of
Delaware, which may be in anywise necessary or proper to effect said
merger.
IN WITNESS WHEREOF, said Champion Spark Plug Company has caused this
certificate to be signed by D. Bradley McWilliams, its Vice President, and
attested by Karen E. Herbert, its Assistant Secretary, as of the 25th day of
November, 1991.
CHAMPION SPARK PLUG COMPANY
(Corporate Seal)
ATTEST
By /s/ D. Bradley McWilliams
-----------------------------
D. Bradley McWilliams
Vice President
By /s/ Karen E. Herbert
-----------------------------
Karen E. Herbert
Assistant Secretary
2
EXHIBIT A
MERGER AGREEMENT
MERGER AGREEMENT made as of the 25th day of November, 1991 by and between
Champion Spark Plug Company, a corporation of the State of Delaware (hereinafter
referred to as the "Surviving Corporation"), and Livingston Industries, Inc., a
corporation of the State of California (hereinafter referred to as the "Merging
Corporation").
WHEREAS, the Surviving Corporation owns all of the outstanding stock of the
Merging Corporation and the directors of the Surviving Corporation and the
Merging Corporation believe that it will be in the best interests of each
corporation that the Merging Corporation be merged into the Surviving
Corporation;
NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, the Surviving Corporation and the Merging Corporation hereby agree as
follows:
1. The Merging Corporation shall merge into the Surviving Corporation,
and upon the effective date of such merger, as hereinafter specified, the
Merging Corporation shall cease to exist and shall no longer exercise its
powers, privileges and franchises. The Surviving Corporation shall succeed to
the property and assets of and exercise all the powers, privileges and
franchises of the Merging Corporation and shall assume and be liable for all of
the debts and liabilities, if any, of the Merging Corporation.
2. The shares of stock of the Merging Corporation shall not be converted
into shares of the Surviving Corporation, but shall be canceled and the
authorized capital stock of the Surviving Corporation shall not be changed, but
shall be and remain as before the merger.
3. The state of incorporation of the Surviving Corporation shall be and
remain the State of Delaware.
4. The officers and directors of the Surviving Corporation shall be the
same officers and directors in office immediately prior to the merger.
5. The name of the Surviving Corporation, upon the effective date of the
merger, shall be "Champion Spark Plug Company."
6. All provisions of the existing certificate of incorporation of the
Surviving Corporation as in effect immediately prior to the merger and on file
with the Secretary of State of Delaware shall constitute the certificate of
incorporation of the Surviving Corporation until the same shall be properly
altered, amended or repealed.
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7. The bylaws of the Surviving Corporation as in effect immediately prior
to the merger shall be and constitute the bylaws of the Surviving Corporation
until the same shall be properly altered, amended or repealed.
8. Each of the Merging Corporation and the Surviving Corporation shall
take or cause to be taken, all action, or do or cause to be done, all things
necessary, proper or advisable under the laws of the States of California and
Delaware, to consummate and make effective the merger.
9. If at any time the Surviving Corporation shall consider or be advised
that any further assignment or assurance in law is necessary or desirable to
vest in the Surviving Corporation the title and property or rights of the
Merging Corporation, the proper officers and directors of the Merging
Corporation shall execute and make all such proper assignments and assurances in
law and do all things necessary or proper to vest such property or rights in the
Surviving Corporation, and otherwise to carry out the purposes of this Merger
Agreement, and the proper officers and directors of the Surviving Corporation
are fully authorized in the name of the Merging Corporation, or otherwise, to
take any and all such action.
10. This Merger Agreement has been duly authorized by the Board of
Directors of the Surviving Corporation and the Merging Corporation in accordance
with the laws of the States of California and Delaware and is signed and sealed
by the duly authorized officers of each such corporation a party hereto as of
the day and year first above written.
11. No consent of the shareholders of either of the Merging Corporation or
the Surviving Corporation is required under applicable law to authorize the
merger.
12. The merger shall be effective as of the close of business on December
31, 1991.
CHAMPION SPARK PLUG COMPANY LIVINGSTON INDUSTRIES, INC.
By /s/ D. Bradley McWilliams By /s/ E. Daniel Leightman
-------------------------- ---------------------------
D. Bradley McWilliams E. Daniel Leightman
Vice President Vice President
By /s/ Karen Herbert By /s/ Diane K. Schumacher
--------------------------- ---------------------------
Karen Herbert Diane K. Schumacher
Assistant Secretary Secretary
2
CERTIFICATE
OF
OWNERSHIP AND MERGER
OF
IOWA INDUSTRIES, INC.
INTO
CHAMPION SPARK PLUG COMPANY
Champion Spark Plug Company, a corporation organized and existing under the laws
of the State of Delaware,
DOES HEREBY CERTIFY AS FOLLOWS:
FIRST: That this Corporation was incorporated on December 5, 1938
pursuant to the General Corporation Law of the State of Delaware.
SECOND: That this Corporation owns all of the outstanding shares of Iowa
Industries, Inc., a corporation incorporated on December 23, 1955 pursuant to
the General Corporation Law of the State of Delaware.
THIRD: That this Corporation, by the following resolutions of its Board
of Directors, duly adopted by the unanimous written consent of its members and
filed with the minutes of the Board as of the 31st of March, 1991, determined to
merge and did merge into itself said Iowa Industries, Inc.:
RESOLVED, That it is deemed advisable to merge Iowa Industries, Inc.
into this Corporation upon the terms of the Merger Agreement attached
hereto as Exhibit A; and
FURTHER RESOLVED, That said Merger Agreement and the merger provided
for therein be and they hereby are approved; and
FURTHER RESOLVED, That the proper officers of this Corporation be and
they hereby are authorized and directed to execute said Merger Agreement;
and
FURTHER RESOLVED, That the merger be effective as of March 31, 1991;
and
FURTHER RESOLVED, That the proper officers of this Corporation be and
they hereby are directed to make and execute a Certificate of Ownership and
Merger setting forth (i) a copy of these resolutions to merge into this
Corporation said Iowa Industries, Inc. and assume its liabilities and
obligations, and (ii) the date of adoption hereof, and to cause the same to
be filed with the Secretary of State of Delaware and a certified copy to be
recorded in the office of the Recorder of Deeds of New Castle County and to
do all acts and things
1
whatsoever, whether within or without the State of Delaware, which may be
in anywise necessary or proper to effect said merger.
IN WITNESS WHEREOF, said Champion Spark Plug Company has caused this
certificate to be signed by D. Bradley McWilliams, its Vice President, and
attested by Diane K. Schumacher, its Secretary, as of the 31st day of March,
1991.
CHAMPION SPARK PLUG COMPANY
(Corporate Seal)
ATTEST
By /s/ D. Bradley McWilliams
--------------------------------
D. Bradley McWilliams
Vice President
By /s/ Diane K. Schumacher
-------------------------------
Diane K. Schumacher
Secretary
2
EXHIBIT A
MERGER AGREEMENT
MERGER AGREEMENT made as of the 31st day of March, 1991 by and between Champion
Spark Plug Company, a corporation of the State of Delaware (hereinafter referred
to as the "Surviving Corporation"), and Iowa Industries, Inc., a corporation of
the State of Delaware (hereinafter referred to as the "Merging Corporation").
WHEREAS, the Surviving Corporation owns all of the outstanding stock of the
Merging Corporation and the directors of the Surviving Corporation and the
Merging Corporation believe that it will be in the best interests of each
corporation that the Merging Corporation be merged into the Surviving
Corporation;
NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, the Surviving Corporation and the Merging Corporation hereby agree as
follows:
1. The Merging Corporation shall merge into the Surviving Corporation,
and upon the effective date of such merger, as hereinafter specified, the
Merging Corporation shall cease to exist and shall no longer exercise its
powers, privileges and franchises. The Surviving Corporation shall succeed to
the property and assets of and exercise all the powers, privileges and
franchises of the Merging Corporation and shall assume and be liable for all of
the debts and liabilities, if any, of the Merging Corporation.
2. The shares of stock of the Merging Corporation shall not be converted
into shares of the Surviving Corporation, but shall be canceled and the
authorized capital stock of the Surviving Corporation shall not be changed, but
shall be and remain as before the merger.
3. The state of incorporation of the Surviving Corporation shall be and
remain the State of Delaware.
4. The officers and directors of the Surviving Corporation shall be the
same officers and directors in office immediately prior to the merger.
5. The name of the Surviving Corporation, upon the effective date of the
merger, shall be "Champion Spark Plug Company."
6. All provisions of the existing certificate of incorporation of the
Surviving Corporation as in effect immediately prior to the merger and on file
with the Secretary of State of Delaware shall constitute the certificate of
incorporation of the Surviving Corporation until the same shall be properly
altered, amended or repealed.
1
7. The bylaws of the Surviving Corporation as in effect immediately prior
to the merger shall be and constitute the bylaws of the Surviving Corporation
until the same shall be properly altered, amended or repealed.
8. Each of the Merging Corporation and the Surviving Corporation shall
take or cause to be taken, all action, or do or cause to be done, all things
necessary, proper or advisable under the laws of the State of Delaware, to
consummate and make effective the merger.
9. If at any time the Surviving Corporation shall consider or be advised
that any further assignment or assurance in law is necessary or desirable to
vest in the Surviving Corporation the title and property or rights of the
Merging Corporation, the proper officers and directors of the Merging
Corporation shall execute and make all such proper assignments and assurances in
law and do all things necessary or proper to vest such property or rights in the
Surviving Corporation, and otherwise to carry out the purposes of this Merger
Agreement, and the proper officers and directors of the Surviving Corporation
are fully authorized in the name of the Merging Corporation, or otherwise, to
take any and all such action.
10. This Merger Agreement has been duly authorized by the Board of
Directors of the Surviving Corporation and the Merging Corporation in accordance
with the laws of the State of Delaware and is signed and sealed by the duly
authorized officers of each such corporation a party hereto as of the day and
year first above written.
11. No consent of the shareholders of either of the Merging Corporation or
the Surviving Corporation is required under applicable law to authorize the
merger.
12. The merger shall be effective as of March 31, 1991.
CHAMPION SPARK PLUG COMPANY IOWA INDUSTRIES, INC.
By /s/ D. Bradley McWilliams By /s/ E. Daniel Leightman
------------------------------ ----------------------------
D. Bradley McWilliams E. Daniel Leightman
Vice President Vice President
2
CERTIFICATE OF MERGER
OF
SPARK PLUG ACQUISITION COMPANY
INTO
CHAMPION SPARK PLUG COMPANY
The undersigned corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:
NAME STATE OF INCORPORATION
Spark Plug Acquisition Company Delaware
Champion Spark Plug Company Delaware
SECOND: That an agreement of merger between the parties to the merger has
been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of Section 251 of
the General Corporation Law of the State of Delaware.
THIRD: The name of the surviving corporation of the merger is Champion
Spark Plug Company.
FOURTH: That from and after the effective date of the merger the
Certificate of Incorporation shall be amended in full as follows:
"1. The name of the corporation is:
CHAMPION SPARK PLUG COMPANY
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2. The address of its registered office in the State of Delaware is
Corporate Trust Center, 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of its registered agent at such address is The Corporation
Trust Company.
3. The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act of activity for which corporations may be organized
under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall have
authority to issue is Two Thousand (2,000), of which stock One Thousand (1,000)
shares of the par value of One Cent ($.01) each, amounting in the aggregate to
Ten Dollars ($10.00) shall be Common stock and of which One Thousand (1,000)
shares of the par value of One Cent ($.01) each, amounting in the aggregate to
Ten Dollars ($10.00) shall be Preferred stock.
5. The board of directors is authorized to make, alter or repeal the by-
laws of the corporation. Election of directors need not be by written ballot.
6. The name and place of residence of each of the incorporators are as
follows:
L. E. Gray Wilmington, Delaware
L. H. Herman Wilmington, Delaware
Walter Lenz Wilmington, Delaware
7(a) Any person who was or is a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit. This Section 7(a) shall not
eliminate or limit the liability of a director for any act or omission occurring
prior to the adoption of this Article 7.
7(b) The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
2
or proceedings, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
7(c) The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or complete action
or suit by or in the right of a corporation to procure a judgment in its favor
by reason of the fact that he is or was an officer, director, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person in fairly and reasonably
entitled to indemnity for such expenses to which the Delaware Court of Chancery
or other court shall deem proper.
7(d) Any indemnification under Section (b) and (c) of this Article 7
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he had met the
applicable standard of conduct set forth in the Sections (b) and (c) of this
Article 7. Such determination shall be made (i) by the Board of Directors by a
majority vote of a quorum consisting of directors who are not parties to such
action, suit or proceeding, or (ii) if such quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the stockholders.
7(e) The corporation shall pay in advance expenses incurred by an officer
or director in defending a civil or criminal action, suit or proceeding in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer (i) to cooperate
reasonably with the corporation in the defense of such action, suit or
proceeding and (ii) to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the corporation as authorized in
this Article 7.
7(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article 7 shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person. The obligation of the corporation
to indemnify and to advance expenses to any director, officer, employee or agent
of the corporation pursuant to the
3
provisions of this Article 7 shall irrevocably accrue as of the time of the acts
of the director, officer, employee or agent which give rise to action, suit or
proceeding for which indemnification is sought.
7(g) The rights of indemnification provided by this Article 7 shall not be
exclusive of any other rights to which any person may be entitled under any law,
agreement, vote of disinterested directors or otherwise."
FIFTH: That the executed agreement of merger is on file at the principal
place of business of the surviving corporation. The address of the principal
place of business of the surviving corporation is 900 Upton, Toledo, Ohio 43607.
SIXTH: That a copy of the Plan and Agreement of Merger will be furnished
by the surviving corporation, on request and without cost to any stockholder of
any constituent corporation.
SEVENTH: This Certificate of Merger shall be effective on July 24, 1989.
Dated: July 24, 1989
------------------
CHAMPION SPARK PLUG COMPANY
By: /s/ C. Baker Cunningham
---------------------------
C. Baker Cunningham
President
ATTEST:
By: /s/ Diane K. Schumacher
-----------------------------------
Diane K. Schumacher, Secretary
4
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
SPM INC.
INTO
CHAMPION SPARK PLUG COMPANY
* * * * * *
Champion Spark Plug Company, a corporation organized and existing under the
laws of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That this corporation was incorporated on the 5th day of
December, 1938, pursuant to the General Corporation Law of the State of
Delaware.
SECOND: That this corporation owns all outstanding shares of capital
stock of SPM Inc., a corporation incorporated on the 28th day of April, 1986,
pursuant to the General Corporation Law of the State of Delaware.
THIRD: That this Corporation, by the following resolutions of its Board
of Directors, duly adopted by the Unanimous Written Consent of its members,
dated as of August 12, 1988, and filed with the minutes of the Board, determined
to merge into itself said SPM Inc.:
RESOLVED, that this Corporation merger into itself SPM Inc., a
Delaware corporation wholly-owned by this Corporation, and that in
connection therewith this Corporation assume all of the liabilities and
obligations of SPM Inc.
FURTHER RESOLVED, such merger shall be effective at 12:00 A.M. on
September 1, 1988.
FURTHER RESOLVED, that the proper officers of this Corporation be, and
they each hereby are, authorized and directed to make and execute a
Certificate of
1
Ownership and Merger setting forth a copy of the resolutions to merge S P M
Inc. with and into this Corporation and to assume its liabilities and
obligations, and the date of adoption thereof, and to cause the same to be
filed with the Secretary of State of Delaware and a certified copy recorded
in the office of the Recorder of Deeds of New Castle County and to do all
such further acts and things, whether within or without the State of
Delaware, which may be necessary appropriate or advisable to effect such
merger.
FIFTH: That the effective time of this Certificate of Ownership and
Merger, and the time at which the merger herein provided shall become effective,
shall be 12:00 A.M. on September 1, 1988.
SIXTH: That anything herein or elsewhere to the contrary notwithstanding
the merger herein provided may be amended or terminated and abandoned by the
Board of Directors of this corporation at any time prior to the date of filing
of this Certificate of Merger with the Secretary of State of Delaware.
IN WITNESS WHEREOF, Champion Spark Plug Company has caused this Certificate
of Ownership and Merger to be signed by Thomas G. Kress, its Vice President, and
attested by John A. Garwood, its Secretary, this 24th day of August, 1988.
CHAMPION SPARK PLUG COMPANY
By: /s/ Thomas G. Kress
----------------------------------
Thomas G. Kress, Vice President
ATTEST:
/s/ John A. Garwood
- ---------------------------
John A. Garwood, Secretary
2
CERTIFICATE OF DESIGNATION, PREFERENCES AND
RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
of
CHAMPION SPARK PLUG COMPANY
Pursuant to Section 151 of the General Corporation Law
of the State of Delaware
Champion Spark Plug Company, a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
That pursuant to the authority conferred upon the Board of Directors
by the Amended Certificate of Incorporation of the Corporation, the Board at a
meeting duly called and held on December 11, 1987, at which a quorum was present
and acting throughout, adopted the following resolution creating a series of
800,000 shares of Series A Junior Participating Preferred Stock:
RESOLVED, that pursuant to the authority vested in the Board of
Directors of this Corporation in accordance with the provisions of its Amended
Certificate of Incorporation, a series of Preferred Stock of this Corporation,
without par value, be and hereby is created, and that the designation and amount
thereof and the voting powers, preferences and relative, participating, optional
and other special rights of the shares of such series, and the qualifications,
limitations or restrictions thereof are as follows:
Series A Junior Participating Preferred Stock:
Section 1. Designation and Amount. The shares of such series
----------------------
shall be designated as "Series A Junior Participating Preferred Stock"
(hereinafter called "Series A Preferred Stock"), and the number of shares
constituting such series shall be 800,000.
Section 2. Dividends and Distributions.
---------------------------
(A) Subject to the rights of the holders of any shares of any series
of Preferred Stock (or any similar stock) ranking senior to the Series A
Preferred Stock with respect to dividends, the holders of shares of Series A
Preferred Stock, in preference to the holders of Common Stock with a par value
of 30c per share (the "Common Stock") of the Corporation, and of any other
junior stock, shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available for the purpose, cumulative
quarterly dividends payable in cash on the first day of March, June, September
and December in each year (each such date being referred to herein as a
"Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a share of
Series A Preferred Stock, in an amount per share
1
(rounded to the nearest cent), equal to the greater of (a) $5.00 or (b) subject
to the provision for adjustment hereinafter set forth, 100 times the aggregate
per share amount of all cash dividends, and 100 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions, other
than a dividend payable in shares of Common Stock or a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise), declared
on the Common Stock since the immediately preceding Quarterly Dividend Payment
Date or, with respect to the first Quarterly Dividend Payment Date, since the
first issuance of any share or fraction of a share of Series A Preferred Stock.
In the event the Corporation shall at any time after December 11, 1987 (the
"Rights Declaration Date") declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under clause (b) or the preceding sentence shall
be adjusted by multiplying such amount by a fraction, the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph (A) of this Section
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in share of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date, and the next
subsequent Quarterly Dividend Payment Date, a dividend of $5.00 per share on the
Series A Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares, unless the date of issue of such
shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be not more
than 50 days prior to the date fixed for the payment thereof.
2
Section 3. Liquidated, Dissolution or Winding Up. Upon any voluntary
-------------------------------------
or involuntary liquidation, dissolution or winding up of the Corporation, no
distribution or payment shall be made (a) to the holders of Common Stock or any
other shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock unless,
prior thereto, the holders of shares of Series A Preferred Stock shall have
received $100 per share, plus an amount equal to all accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment, provided that the holders of shares of Series A Preferred Stock
shall be entitled to receive an aggregate amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 100 times the aggregate
amount to be distributed per share to holders of Common Stock, or (b) to the
holders of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except distributions made ratably on the Series A Preferred Stock and all other
such party stock in proportion to the total amounts to which the holders of all
such shares are entitled upon such liquidation, dissolution or winding up. In
the event the Corporation shall at any time after the Rights Declaration Date
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in Common Stock) into a greater or lesser number of shares
of Common Stock, then in each such case the aggregate amount to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such event
under the proviso in clause (a) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Section 4. Consolidation, Merger, etc. In case the Corporation shall
--------------------------
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time after the Rights Declaration Date
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of Series A
Preferred Stock shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such event.
Section 5. No Redemption. The shares of Series A Preferred Stock shall
-------------
not be redeemable.
3
Section 6. Fractional Shares. The Corporation may issue fractions
-----------------
and certificates representing fractions of a share of Series A Preferred Stock
in integral multiples of one one-hundredths of a share of Series A Preferred
Stock, or in lieu thereof, at the election of the Board of Directors of the
Corporation at the time of the first issue of any shares of Series A Preferred
Stock, evidence such fractions by depositary receipts, pursuant to an
appropriate agreement between the Corporation and a depositary selected by it,
provided that such agreement shall provide that the holders of such depositary
receipts shall have all the rights, privileges and preferences of Series A
Preferred Stock. In the event that fractional shares of Series A Preferred
Stock are issued, the holders thereof shall have all the rights provided herein
for the holders of full shares of Series A Preferred Stock in the proportion
which such fraction bears to a full share.
Section 7. Voting Rights. The holders of shares of Series A
-------------
Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth,
each share of Series A Preferred Stock shall entitle the holder thereof to 100
votes on all matters submitted to a vote of the stockholders of the Corporation.
In the event the Corporation shall at any time after the Rights Declaration Date
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the number of votes per share
to which holders of shares of Series A Preferred Stock were entitled immediately
prior to such event shall be adjusted by multiplying such number by a fraction,
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
(B) Except as otherwise provided herein or by law, the holders of
shares of Series A Preferred Stock and the holders of shares of Common Stock
shall vote together as one class on all matters submitted to a vote of
stockholders of the Corporation.
(C) (i) If at any time dividends on any Series A Preferred Stock
shall be in arrears in an amount equal to six (6) quarterly dividends thereon,
the occurrence of such contingency shall mark the beginning of a period (herein
called a "default period") which shall extend until such time when all accrued
and unpaid dividends for all previous quarterly dividend periods and for the
current quarterly dividend period on all shares of Series A Preferred Stock then
outstanding shall have been declared and paid or set apart for payment. During
each default period, all holders of Preferred Stock (including holders of the
Series A Preferred Stock) with dividends in arrears in an amount equal to six
(6) quarterly dividends thereon, voting as a class, irrespective of series,
shall have the right to elect two (2) Directors.
(ii) During any default period, such voting right of the
holders of Series A Preferred Stock may be exercised initially at a special
meeting called pursuant to subparagraph (iii)
4
of this Section 3(C) or at any annual meeting of stockholders, and thereafter at
annual meetings of stockholders, provided that neither such voting right nor the
right of the holders of any other series of Preferred Stock, if any, to
increase, in certain cases, the authorized number of Directors shall be
exercised unless the holders of ten percent (10%) in number of shares of
Preferred Stock outstanding shall be present in person or by proxy. The absence
of a quorum of the holders of Common Stock shall not affect the exercise by the
holders of Preferred Stock of such voting right. At any meeting at which
Preferred Stock shall exercise such voting right initially during an existing
default period, they shall have the right, voting as a class, to elect Directors
to fill such vacancies, if any, in the Board of Directors as may then exist up
to two (2) Directors or, if such right is exercised at an annual meeting, to
elect two (2) Directors. If the number which may be so elected at any special
meeting does not amount to the required number, the holders of the Preferred
Stock shall have the right to make such increase in the number of Directors as
shall be necessary to permit the election by them of the required number. After
the holders of the Preferred Stock shall have exercised their right to elect
Directors in any default period and during the continuance of such period, the
number of Directors shall not be increased or decreased except by vote of the
holders of Preferred Stock as herein provided or pursuant to the rights of any
equity securities ranking senior to or pari passu with the Series A Preferred
---- -----
Stock.
(iii) Unless the holders of Preferred Stock shall, during an
existing default period, have previously exercised their right to elect
Directors, the Board of Directors may order, or any stockholder or stockholders
owning in the aggregate not less than ten percent (10%) of the total number of
shares of Preferred Stock outstanding, irrespective of series, may request, the
calling of a special meeting of the holders of Preferred Stock, which meeting
shall thereupon be called by the President, a Vice-President or the Secretary of
the Corporation. Notice of such meeting and of any annual meeting at which
holders of Preferred Stock are entitled to vote pursuant to this paragraph (C)
(iii) shall be given to each holder of record of Preferred Stock by mailing a
copy of such notice to him at his last address as the same appears on the books
of the Corporation. Such meeting shall be called for a time not earlier than 20
days and not later than 60 days after such order or request or in default of the
calling of such meeting within 60 days after such order or request, such meeting
may be called on similar notice by any stockholder or stockholders owning in the
aggregate not less than ten percent (10%) of the total number of shares of
Preferred Stock outstanding. Notwithstanding the provisions of this paragraph
(C)(iii), no such special meeting shall be called during the period within 60
days immediately preceding the date fixed for the next annual meeting of the
stockholders.
(iv) In any default period, the holders of Common Stock, and
other classes of stock of the Corporation if applicable, shall continue to be
entitled to elect the whole number of Directors until the holders of Preferred
Stock shall have exercised their right to elect two (2) Directors voting as a
class, after the exercise of which right (x) the Directors so elected by the
holders of Preferred Stock shall continue in office until their successors shall
have been elected by such holders or until the expiration of the default period,
and (y) any vacancy in the Board of Directors may (except as provided in
paragraph (C)(ii) of this Section 7) be filled by vote of a majority of the
remaining Directors theretofore elected by the holders of the class of stock
which elected the Director whose office shall have become vacant. References in
this paragraph (C) to Directors elected by the
5
holders of a particular class of stock shall include Directors elected by such
Directors to fill vacancies as provided in clause (y) of the foregoing sentence.
(v) Immediately upon the expiration of a default period, (x)
the right of the holders of Preferred Stock as a class to elect Directors shall
cease, (y) the term of any Directors elected by the holders of Preferred Stock
as a class shall terminate, and (z) the number of Directors shall be such number
as may be provided for in the Certificate of Incorporation or By-Laws
irrespective of any increase made pursuant to the provisions of paragraph
(C)(ii) of this Section 7 (such number being subject, however, to change
thereafter in any manner provided by law or in the Certificate of Incorporation
or By-Laws). Any vacancies in the Board of Directors effected by the provisions
of clauses (y) and (z) in the preceding sentence may be filled by a majority of
the remaining Directors.
(D) Except as set forth herein, or as required by law, holders of
Series A Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with
holders of Common Stock as set forth herein) for taking any corporate action.
Section 8. Certain Restrictions.
--------------------
(A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series A Preferred Sock outstanding shall have
been paid in full, the Corporation shall not:
(i) declare or pay dividends, or make any other distributions, on
any shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends, or make any other distributions, on
any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except dividends paid ratably on the Series A Preferred Stock and all such
parity stock on which dividends are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock, provided that the
Corporation may at any time redeem, purchase or otherwise acquire share of any
such junior stock in exchange for share of any stock of the Corporation ranking
junior (either as to dividends or upon dissolution, liquidation or winding up)
to the Series A Preferred Stock; or
6
(iv) redeem or purchase or otherwise acquire for consideration any
shares of Series A Preferred Stock, or any shares of stock ranking on a parity
with the Series A Preferred Stock, except in accordance with a purchase offer
made in writing or by publication (as determined by the Board of Directors) to
all holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights
and preferences of the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective series or
classes.
(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 8 purchase or otherwise acquire such shares at such time and in
such manner.
Section 9. Reacquired Shares. Any shares of Series A Preferred
-----------------
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and canceled promptly after the acquisition thereof.
All such shares shall upon their cancellation become authorized but unissued
shares of Preferred Stock and may be reissued as part of a new series of
Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.
Section 10. Ranking. The Series A Preferred Stock shall rank
-------
junior to all other series of the Corporation's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise.
Section 11. Amendment. The Certificate of Incorporation of the
---------
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of a
majority or more of the outstanding shares of Series A Preferred Stock, voting
separately as a class.
IN WITNESS WHEREOF, this Certificate of Designations is executed on
behalf of the Corporation by its Vice President and Chief Financial Officer and
attested by its Secretary this 4th day of January, 1988.
/s/ Thomas G. Kress
-----------------------------------
Thomas G. Kress
Vice President and
Chief Financial Officer
Attest:
/s/ John A. Garwood
- -------------------
John A. Garwood
Secretary
7
CERTIFICATE OF AMENDMENT
------------------------
OF
--
CERTIFICATE OF INCORPORATION
----------------------------
OF
--
CHAMPION SPARK PLUG COMPANY
---------------------------
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware.
Champion Spark Plug Company (hereinafter called the "corporation"), a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, does hereby certify:
FIRST: That the Board of Directors of the corporation at a meeting
duly held adopted the resolutions proposing and declaring advisable the
following amendment to the Certificate of Incorporation of the corporation, as
heretofore amended:
RESOLVED, that in the judgment of this Board it is
advisable that ARTICLE FOURTEENTH of the Certificate of
Incorporation of this corporation be amended to read as
follows:
FOURTEENTH:
(a) Any person who was or is a director
of the corporation shall not be personally
liable to the corporation or its stockholders
for monetary damages for breach of fiduciary
duty as a director, except for liability (i)
for any breach of the director's duty of
loyalty to the corporation or its
stockholders, (ii) for acts or omissions not
in good faith or which involve intentional
misconduct or a knowing violating of law,
(iii) under Section 174 of the Delaware
General Corporation Law, or (iv) for any
transaction from which the director derived
an improper personal benefit. This Section
(a) of Article Fourteenth shall not eliminate
or limit the liability of a director any act
or omission occurring prior to the adoption
of this Article Fourteenth.
1
(b) The corporation shall indemnify any
person who was or is a party or is threatened
to be made a party to any threatened, pending
or completed action, suit or proceeding,
whether civil, criminal, administrative or
investigative (other than an action by or in
the right of the corporation) by reason of
the fact that he is or was a director,
officer, employee or agent of the
corporation, or is or was serving at the
request of the corporation as a director,
officer, employee or agent of another
corporation, partnership, joint venture,
trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines
and amounts paid in settlement actually and
reasonably incurred by him in connection with
such action, suit or proceeding if he acted
in good faith and in a manner he reasonably
believed to be in or not opposed to the best
interests of the corporation, and, with
respect to any criminal action or
proceedings, had no reasonable cause to
believe his conduct was unlawful. The
termination of any action, suit or proceeding
by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a
presumption that the person did not act in
good faith and in a manner which he
reasonably believed to be in or not opposed
to the best interests of the corporation,
and, with respect to any criminal action or
proceeding, had reasonable cause to believe
that his conduct was unlawful.
(c) The corporation shall indemnify any
person who was or is a party or is threatened
to be made a party to any threatened, pending
or completed action or suit by or in the
right of a corporation to procure a judgment
in its favor by reason of the fact that he is
or was an officer, director, employee or
agent of the corporation, or is or was
serving at the request of the corporation as
a director, officer, employee or agent of the
another corporation, partnership, joint
venture, trust or other enterprise against
expenses (including attorneys' fees) actually
and reasonably incurred by him in connection
with the defense or settlement of such action
or suit if he acted in good faith and in a
manner he reasonably believed
2
to be in or not opposed to the best interests
of the corporation and except that no
indemnification shall be made in respect of
any claim, issue or matter as to which such
person shall have been adjudged to be liable
to the corporation unless and only to the
extent that the Delaware Court of Chancery or
the court in which such action or suit was
brought shall determine upon application
that, despite the adjudication of liability
but in view of all the circumstances of the
case, such person is fairly and reasonably
entitled to indemnity for such expenses to
which the Delaware Court of Chancery or other
court shall deem proper.
(d) Any indemnification under Sections
(b) and (c) of this Article Fourteenth
(unless ordered by a court) shall be made by
the corporation only as authorized in
specific case upon a determination that
indemnification of the director, officer,
employee or agent is proper in the
circumstances because he has met the
applicable standard of conduct set forth in
Sections (b) and (c) of this Article
Fourteenth. Such determination shall be made
(i) by the Board of Directors by a majority
vote of a quorum consisting of directors who
are not parties to such action, suit or
proceeding, or (ii) if such quorum is not
obtainable, or, even if obtainable a quorum
of disinterested directors or directs, by
independent legal counsel in a written
opinion, or (iii) by the stockholders.
(e) The corporation shall pay in
advance expenses incurred by an officer or
director in defending a civil or criminal
action, suit or proceeding in advance of the
final disposition of such action, suit or
proceeding upon receipt of an undertaking by
or on behalf of such director or officer (i)
to cooperate reasonably with the corporation
in the defense of such action, suit or
proceeding and (ii) to repay such amount if
it shall ultimately be determined that he is
not entitled to be indemnified by the
corporation as authorized in this Article
Fourteenth.
(f) The indemnification and advancement
of expenses provided by, or granted pursuant
to, this
3
Article Fourteenth shall, unless otherwise
provided when authorized or ratified,
continue as to a person who has ceased to be
a director, officer, employee or agent and
shall inure to the benefit of the heirs,
executors and administrators of such person.
The obligation of the corporation to
indemnify and to advance expenses to any
director, officer, employee or agent of the
corporation pursuant to the provisions of
this Article Fourteenth shall irrevocably
accrue as of the time of the acts of the
director, officer, employee or agent which
give rise to action, suit or proceeding for
which indemnification is sought.
(g) The rights of indemnification
provided by this Article Fourteenth shall not
be exclusive of any other rights to which any
person may be entitled under any law,
agreement, vote of disinterested directors or
otherwise.
SECOND: That the amendment hereinbefore set forth in this
Certificate was duly adopted in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware.
THIRD: That the capital of the corporation will not be reduced
under or by reason of the amendment hereinbefore set forth in this Certificate.
4
IN WITNESS WHEREOF, Champion Spark Plug Company has caused its
corporate seal to be hereunto affixed and this Certificate to be signed by its
President and its Secretary this 23rd day of June, 1987.
CHAMPION SPARK PLUG COMPANY
By /s/ O. Lee Henry
--------------------------
O. Lee Henry, President
ATTEST:
SEAL
/s/ J.A. Garwood
----------------------------
J. A. Garwood, Secretary
5
STATE OF OHIO )
) ss:
COUNTY OF LUCAS )
Be it remembered that on this 23rd day of June, 1987 personally came
before me Dorothy Schimmel, a Notary Public in and for the county and state
aforesaid, O. Lee Henry and J. A. Garwood, President and Secretary of a
corporation in the State of Delaware, the corporation described in and which
executed the foregoing Certificate, known to me personally to be such and they,
the said O. Lee Henry and J. A. Garwood as such President and Secretary duly
executed the said Certificate before me and acknowledged the said Certificate to
be their act and deed and act and deed of said corporation and the facts stated
therein are true; that the signatures of said President and Secretary of the
said corporation to said foregoing Certificate are in the handwriting of the
said President and Secretary of said corporation, respectfully, and that the
seal affixed to said Certificate is the common or corporation seal of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of the office
the day and year aforesaid.
/s/ Dorothy Schimmel
--------------------------------
Notary Public
6
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
CHAMPION SPARK PLUG COMPANY
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware.
Champion Spark Plug Company (hereinafter called the "corporation"), a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, does hereby certify:
FIRST: That the Board of Directors of the corporation at a meeting
duly held adopted resolutions proposing and declaring advisable the following
amendment to the Certificate of Incorporation of the corporation, as heretofore
amended:
RESOLVED, that in the judgment of this Board it is
advisable that ARTICLE FOURTH of the Certificate of
Incorporation of this corporation be amended to read as
follows:
FOURTH. The total number of shares of
------
all classes of stock that the Company shall
have authority to issue is eighty-five
million (85,000,000) shares which are divided
into two classes as follows:
Five million (5,000,000) shares of
preferred stock without par value.
Eighty million (80,000,000) shares of
Common Stock with a par value of 30c per
share.
The Board of Directors is authorized to
issue the shares of the preferred stock in
one or more series at such time or times as
the Board of Directors by resolution may
determine. The Board of
1
Directors is further authorized to issue such
preferred shares with such voting powers,
designations, preferences and relative,
participating, optional or other special
rights, and qualifications, limitations or
restrictions thereof as shall be provided in
the resolution of the Board of Directors
providing for the issuance of such preferred
stock.
RESOLVED, that in the judgment of this Board it is
advisable that the Certificate of Incorporation of this
corporation be amended to include an ARTICLE FIFTEENTH to
read as follows:
FIFTEENTH. In addition to the
---------
requirements of applicable state law, and
other provisions of these Articles:
(a) The affirmative vote of the holders
of at least two-thirds of the voting power of
the outstanding shares of voting Common Stock
not Beneficially Owned by Controlling Persons
shall be required for the approval of a
Business Combination unless:
(1) The Business Combination will
result in an involuntary sale, redemption,
cancellation or other termination of
ownership of all shares of voting Common
Stock of this Corporation owned by
stockholders who do not vote in favor of the
Business Combination and the cash or fair
value of other readily marketable
consideration to be received by such
stockholders for such shares shall at least
be equal to the Minimum Price Per Share, and
a proxy statement responsive to the
requirements of the Securities Exchange Act
of 1934 shall be mailed to the stockholders
of this Corporation for the purpose of
soliciting stockholder approval of the
Business Combination; or
(2) The Board of Directors of this
Corporation shall by resolution adopted at a
meeting of the Board of Directors by the
affirmative vote of at least two-thirds of
the Continuing Directors then in office have
approved the Business Combination as being in
the best interest of the Corporation.
(b) Solely for the purpose of this Article,
the following definitions shall apply:
2
(1) "Affiliate" shall mean any Person that directly, or
indirectly through one or more intermediaries, controls, or is
controlled by, or is under control with another Person.
(2) "Associate" shall mean: (i) any corporation or
organization of which a Person is an officer or partner or is,
directly or indirectly, the Beneficial Owner of five percent (5%)
or more of any class of equity securities, (ii) any trust or
other estate in which a Person serves as trustee or in a similar
fiduciary capacity; or (iii) the immediate family of a Person,
including, without limitation, a spouse, parents, children (even
if of legal age and living independently), siblings, fathers and
mothers-in-law, sons, and daughters-in-law, and brothers and
sisters-in-law.
(3) "Beneficial Ownership" shall include without
limitation: (i) all shares directly or indirectly owned by a
Person, by an Affiliate of such Person or by an Associate of such
Person or such Affiliate; (ii) all shares which such Person,
Affiliate or Associate has the right to acquire (a) through the
exercise of any option, warrant or right (whether or not
currently exercisable), (b) through the conversion of a security,
(c) pursuant to the power to revoke a trust, discretionary
account or similar arrangement, or (d) pursuant to the automatic
termination of a trust, discretionary account or similar
arrangement; and (iii) all shares as to which such Person,
Affiliate or Associate directly or indirectly, through any
contract, arrangement, understanding, relationship or otherwise
(including without limitation any written or unwritten agreements
to act in concert but specifically excluding any participation
agreement, arrangement, understanding or relationship between or
among any two or more commercial banks made or established in
connection with and furtherance of a bona fide lending
arrangement with this Corporation and/or one or more
subsidiaries) has or shares voting power (which includes the
power to vote or to direct the voting of such shares) or
investment power (which includes the
3
power to dispose or to direct the disposition of such shares) or
both.
(4) "Business Combination" shall mean: (i) any merger of
this Corporation with or into a Controlling Person or Affiliate
of a Controlling Person or Associate of such Controlling Person
or Affiliate; (ii) any sale, lease, exchange, transfer or other
disposition, including without limitation a mortgage or other
security device, of all or any Substantial Part of the assets of
this Corporation, including without limitation any voting
securities of a Subsidiary, or of a Subsidiary, to or with a
Controlling Person or Affiliate of a Controlling Person or
Associate of such Controlling Person or Affiliate; (iii) any
merger into this Corporation, or into a Subsidiary, of a
Controlling Person or an Affiliate of a Controlling Person or an
Associate of such Controlling Person or Affiliate; (iv) any sale,
lease, exchange, transfer or other disposition to this
Corporation or a Subsidiary of all or any part of the assets of a
Controlling Person or Affiliate of a Controlling Person or
Associate of such Controlling Person or Affiliate but not
including any disposition of assets which, if included with any
other dispositions consummated during such fiscal year of this
Corporation by the same Controlling Person, Affiliates thereof,
and Associates of such Controlling Person or Affiliates, would
not result in dispositions during such year by all such Persons
of assets having an aggregate fair market value (determined at
the time of disposition of respective assets) in excess of one
percent (1%) of the total consolidated assets of this Corporation
as shown on its certified balance sheet as of the end of the
fiscal year proceeding the proposed disposition, provided,
however, that in no event shall any disposition of assets be
excepted from stockholder approval by reason of the preceding
exclusion if such disposition, when included with all of the
dispositions consummated during the same, and immediately
preceding two fiscal years of this Corporation by the same
Controlling Person, Affiliates thereof and Associates of such
Controlling Person or Affiliates, would result in dispositions by
all such Persons of
4
assets having an aggregate fair market value (determined at the
time of disposition of the respective assets) in excess of two
percent (2%) of the total consolidated assets of this Corporation
as shown on its certified balance sheet as of the end of the
fiscal year preceding the proposed disposition; (v) any
reclassification of voting Common Stock of this Corporation, or
any recapitalization involving voting Common Stock of this
Corporation, consummated within three years after a Controlling
Person becomes a Controlling Person; and (vi) any agreement,
contract or other arrangement providing for any of the
transactions described in this definition of Business
Combination, but, notwithstanding anything to the contrary
herein, Business Combination shall not include dissolution of
this Corporation, or any Section 253 Merger, or any transaction
involving a Controlling Person or Affiliate of a Controlling
Person or Associate of such Controlling Person or Affiliate which
is to be consummated or become effective after such Controlling
Person has been a Controlling Person for at least three years.
(5) "Control" shall mean the possession, directly or
indirectly, and the power to direct or cause the direction of the
management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.
(6) "Controlling Person" shall mean any Person who
Beneficially Owns a number of voting shares of this Corporation,
whether or not such number includes shares not then issued, which
exceeds a number equal to fifteen percent (15%) of the voting
power of the shares of this Corporation entitled to vote, but in
no event at any time include any Person who, on December 31,
1983, Beneficially Owned a number of voting shares of this
Corporation which on such date exceeded fifteen percent (15%) of
the voting power of the share of this Corporation on such date.
(7) "Minimum Price Per Share" shall mean the greater of (i)
the highest gross per share price paid
5
or agreed to be paid to acquire any shares of voting Common Stock
of this Corporation Beneficially Owned by a Controlling Person,
provided such payment or agreement to make payment of those made
within three years immediately prior to the record date set to
determine the stockholders entitled to vote on the Business
Combination in question, or, in the case of a Section 253 Merger,
three years immediately prior to the effective date of such
Section 253 Merger, or (ii) the highest per share asked public
market price (in the event the shares are not listed on a
national securities exchange) or the highest per share closing
public market price (in the event the shares are listed on a
national securities exchange) for such shares during such three-
year period. The calculation of the Minimum Price Per Share shall
require appropriate adjustment for changes, including, without
limitation, stock splits, stock dividends, reverse stock splits
and stock distributions.
(8) "Person" shall mean an individual, a corporation, a
partnership, an association, a joint stock company, a business
trust, an unincorporated organization or any other entity or
group.
(9) "Section 253 Merger" shall mean any merger of this
Corporation into another corporation pursuant to Delaware
Corporation Law, Section 253, as amended from time to time, or
any successor or replacement statute (collectively Section 253),
but only if Section 253 does not give voting rights to the
stockholders of this Corporation with respect to the merger. If
voting rights are required by Section 253, or in connection
therewith, a merger under such section shall not be a Section 253
Merger for purposes of this Article FIFTEENTH.
(10) "Securities Exchange Act of 1934" shall mean the
Securities Exchange Act of 1934, as amended from time to time as
well as any successor or replacement statute.
6
(11) "Subsidiary" shall mean any Corporation twenty percent
(20%) or more of whose outstanding securities representing the
right to vote for the election of directors is Beneficially Owned
by this Corporation and/or one or more Subsidiaries.
(12) "Substantial Part" shall mean more than ten percent
(10%) of the total assets of the Corporation in question, as
shown on its certified balance sheet as of the end of the most
recent fiscal year and prior to the time that a determination is
being made.
(13) "Continuing Director" shall mean Director who was a
member of the Board of Directors of the Corporation immediately
prior to the time that the Controlling Person involved in a
Business Combination became a Controlling Person.
(c) A "Controlling Person" shall be subject to all fiduciary and
other standards of conduct and obligations imposed by applicable state
law and shall not be considered to have satisfied such standards of
conduct and obligations unless such Controlling Person shall, in the
event of a Section 253 Merger which occurs before the Controlling
Person has been a Controlling Person for three years, pay or cause to
be paid for each share of voting Common Stock of this Corporation, as
to which share ownership is being sold, redeemed, canceled or
otherwise terminated in a Section 253 Merger, cash or readily
marketable consideration having a fair value at least equal to the
Minimum Price Per Share.
The vote required for approval of any amendment to, or repeal of,
any portion of this Article FIFTEENTH shall be the affirmative vote of
the holders of at least two-thirds of the voting power of the
outstanding shares of voting Common Stock not Beneficially Owned by
the Controlling Persons.
SECOND: That the amendment hereinbefore set forth in this
Certificate was duly adopted in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware.
7
THIRD: That the capital of the corporation will not be reduced
under or by reason of the amendment hereinbefore set forth in this Certificate.
IN WITNESS WHEREOF, Champion Spark Plug Company has caused its
corporate seal to be hereunto affixed and the this Certificate to be signed by
its president and its secretary this 27th day of April, 1984.
CHAMPION SPARK PLUG COMPANY
By /s/ R.A. Stranahan, Jr.
------------------------------
R.A. Stranahan, Jr., President
and Chairman of the Board
SEAL
Attest:
/s/ J.A. Garwood
- -----------------------
J.A. Garwood, Secretary
8
STATE OF OHIO )
) ss:
COUNTY OF LUCAS )
Be it remembered that on this 27th day of April, 1984 personally came
before me Dorothy Schimmel, a Notary Public in and for the county and state
aforesaid, R. A. Stranahan, Jr., and J.A. Garwood, Chairman of the Board and
President and Secretary of a corporation of the State of Delaware, the
corporation described in and which executed the foregoing Certificate, known to
me personally to be such and they, the said R. A. Stranahan, Jr., and J. A.
Garwood as such Chairman of the Board and President and Secretary, duly executed
the said Certificate before me and acknowledged the said Certificate to be their
act and deed and the act and deed of said corporation and the facts stated
therein are true; that the signatures of the said Chairman of the Board and
President and Secretary of the said corporation to said foregoing Certificate
are in the handwriting of the said Chairman of the Board and President and
Secretary of said corporation respectfully, and that the seal affixed to said
Certificate is the common or corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
/s/ Dorothy Schimmel
---------------------
Notary Public
9
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
MORENCI RUBBER PRODUCTS, INC.
INTO
CHAMPION SPARK PLUG COMPANY
* * * * * * * *
Champion Spark Plug Company, a corporation organized and existing
under the laws of Delaware,
DOES HEREBY CERTIFY:
FIRST: That this corporation was incorporated on the 12th day of
September, 1916, pursuant to the General Corporation Law of the State of
Delaware.
SECOND: That this corporation owns all of the outstanding shares of
the stock of Morenci Rubber Products, Inc., a corporation incorporated on the
23d day of April, 1945, pursuant to the Business Corporation Act of the State of
Michigan.
THIRD: That this corporation, by the following resolutions of its
Board of Directors, duly adopted at a meeting held on the 27th day of April,
1983, determined to and did merge into itself said Morenci Rubber Products,
Inc.:
RESOLVED, that Champion Spark Plug Company merge, and it hereby does
merge into itself said Morenci Rubber Products, Inc., and assumes all of its
obligations; and
FURTHER RESOLVED, that the merger shall be effective upon the date of
filing with the Secretary of State of Delaware.
-2-
FURTHER RESOLVED, that the proper officers of this corporation be and
they hereby are directed to make and execute a Certificate of Ownership and
Merger setting forth a copy of the resolutions to merge said Morenci Rubber
Products, Inc. and assume its liabilities and obligations, and the date of
adoption thereof, and to cause the same to be filed with the Secretary of State
and a certified copy recorded in the office of the Recorder of Deeds of New
Castle County and to do all acts and things whatsoever, whether within or
without the State of Delaware, which may be in anywise necessary or proper to
effect said merger.
IN WITNESS WHEREOF, said Champion Spark Plug Company has caused this
certificate to be signed by Robert A. Stranahan, Jr., its President, and
attested by Richard H. Crook, Jr., its Secretary, this 27th day of April, 1983.
CHAMPION SPARK PLUG COMPANY
By /s/ Robert A. Stranahan, Jr.
----------------------------
President
ATTEST:
By /s/ Richard H. Crook, Jr.
--------------------------
Secretary
-3-
STATE OF OHIO )
) ss.
COUNTY OF LUCAS )
Be it remembered that on this 27th day of April, 1983, personally came
before me, a Notary Public in and for the county and state aforesaid, Robert A.
Stranahan, Jr., President of Champion Spark Plug Company a corporation of the
State of Delaware, the corporation described in and which executed the foregoing
certificate, known to me personally to be such, and he as such President, duly
executed the said certificate before me and acknowledged the said certificate to
be his act and deed and the act and deed of said corporation and the facts
stated therein are true; that the signature of the President of said corporation
to the foregoing certificate is in the handwriting of the said President of said
corporation, and the seal affixed to said certificate, and attested by the
Secretary of said corporation, is the corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
Notary Public
JOHN A. GARWOOD, Attorney at Law
NOTARY PUBLIC -- STATE of OHIO
My Commission Has No Expiration Date.
Section 14703 R.C.
CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
of
CHAMPION SPARK PLUG COMPANY
Pursuant to Section 242 of the General Corporation
Law of the State of Delaware
________________
CHAMPION SPARK PLUG COMPANY (hereinafter called the "corporation"), a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the corporation at a meeting
duly held adopted resolutions proposing and declaring advisable the following
amendment to the Certificate of Incorporation of the corporation, as heretofore
amended:
RESOLVED, that in the judgment of this Board it is advisable that
Article FOURTH of the Certificate of Incorporation of this corporation
be amended to read as follows:
"FOURTH. The total number of shares of stock which the
Corporation shall have authority to issue is forty million
(40,000,000) shares of common stock with a par value of 30c per share.
The aggregate number of shares of common stock with a par value
of 83 1/3c per share issued and outstanding on the effective date of
this amendment shall be reclassified and changed into three times such
number of shares of common stock with a par value of 30c per share so
that each such outstanding share of common stock with a par value of
83 1/3c per share shall, on such date, be changed into and become
three (3) shares of common stock with a par value of 30c per share."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of stockholders of the corporation was duly called
and held upon notice in accordance with
-2-
Section 222 of the General Corporation Law of the State of Delaware at which
meeting the necessary number of shares as required by statute were voted in
favor of the amendment.
THIRD: That the said amendment was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of the corporation will not be reduced under
or by reason of said amendment.
IN WITNESS WHEREOF, Champion Spark Plug Company has caused its
corporate seal to be hereunto affixed and this Certificate to be signed by its
President and its Secretary, this 23rd day of April, 1973.
CHAMPION SPARK PLUG COMPANY
(SEAL) By /s/ Robert A. Stranahan, Jr.
-------------------------------
R.A. Stranahan, Jr., President
Attest:
R.H. Crook, Jr.
--------------------------
R.H. Crook, Jr. Secretary
AGREEMENT OF MERGER
This Agreement of Merger (hereinafter called the "Agreement") made
this 15th day of August, 1969, between Champion Spark Plug Company, a Delaware
corporation (hereinafter called "Champion" or the "Surviving Corporation") and
The DeVilbiss Company, an Ohio corporation (hereinafter called "DeVilbiss").
Said corporation shall also collectively be referred to herein as the
"Constituent Corporations".
WITNESSETH:
WHEREAS, Champion is authorized to have outstanding 20,000,000 shares
of common stock, 83 1/3c par value, of which 12,235,744 shares are issued and
outstanding and 93,976 shares are reserved for issuance pursuant to Champion's
1961 Key Employee Stock Option Plan, as amended;
WHEREAS, DeVilbiss is authorized to have outstanding 4,000,000 common
shares with a par value of $10 per share, of which 1,540,925 are now issued and
outstanding and 6,075 are held in the treasury;
WHEREAS, the Board of Directors of Champion and DeVilbiss,
respectively, have approved this agreement and deem it advisable that DeVilbiss
be merged into Champion in accordance with the statutes of the States of
Delaware and Ohio upon the terms and subject to the conditions set forth in this
agreement.
NOW THEREFORE, Champion and DeVilbiss hereby agree as follows:
-2-
SECTION 1. THE MERGER
1.1 Surviving Corporation. Upon the Effective Date (as defined in
---------------------
Section 5.1), DeVilbiss shall be merged into Champion which shall be the
surviving corporation of the merger and the separate existence of DeVilbiss
shall cease. The Surviving Corporation shall continue to be governed by the
laws of the State of Delaware and shall have its principal office in the State
of Delaware at 100 West Tenth Street, City of Wilmington, New Castle County.
The name of its registered agent at such address is The Corporation Trust
Company.
1.2 Purposes of the Surviving Corporation. The nature of the
-------------------------------------
business, or objects or purposes to be transacted, promoted or carried on are as
follows:
(1) To manufacture, design, develop, buy or otherwise acquire,
sell and deal in spark plugs, electrical ignition devices, and any and
all kinds of electrical equipment, machinery, parts and appliances for
motor vehicles, motors and engines and articles and supplies used or
useful in connection with any of the foregoing.
(2) To manufacture, design, develop, buy or otherwise acquire,
sell, transfer, exchange or otherwise dispose of, and to invest, trade
and deal in or with goods, wares and merchandise and personal property
of every kind and description.
(3) To purchase, hold, own, sell, exchange, transfer, pledge, or
otherwise trade or deal in or dispose of stocks, bonds, mortgages,
debentures, evidences of indebtedness and securities of every kind and
description of any corporation, trust, business organization,
government or subdivision thereof, domestic or foreign, and to
exercise in respect thereto all rights and privileges of individual
ownership, including the right to receive the income therefrom and to
vote thereon and to guarantee the same or become surety in respect
thereto.
-3-
(4) To undertake and carry out the financing, financial
adjustment, reorganization, consolidation, merger and liquidation of
any corporation or of any undertaking, business, affairs or interests
and to transact any business necessary or convenient relating or
incident thereto.
(5) To enter into, assist, promote, conduct, perform or
participate in, every kind of commercial, mercantile or industrial
enterprise, business, or work, contract, undertaking, venture or
operation.
(6) To purchase or otherwise acquire, take over, hold, sell,
liquidate, or otherwise dispose of, the real estate, plants,
equipment, inventory, merchandise, materials and other assets, shares,
good will, rights, franchises, patents, trade-marks and trade names
and other properties of domestic or foreign corporations, firms,
associations, syndicates, individuals, and others; to continue, alter,
extend, or develop their business, assume their liabilities, guarantee
or become surety for the performance of their obligations; reorganize
their capital, and participate in any way in their affairs; to take
over as a going concern and continue, in its own name, any business so
acquired and to pay for any such business or properties in cash,
stocks, bonds, debentures, securities, or obligations of this
corporation, or otherwise.
(7) To apply for, obtain, register, purchase, lease or otherwise
acquire, and to hold, own, use, exercise, develop, operate and
introduce, and to sell, assign, grant licenses in respect of, or
otherwise dispose of, any patents and inventions, improvements and
processes used in connection with or secured under Letters Patent of
the United States or any dependency, colony, or insular possession of
the United States, or of any foreign government, trade-marks and trade
names, and to acquire, use, exercise, or otherwise turn to gain,
licenses in respect of any such patents, inventions, processes and the
like, or any such property rights.
(8) To purchase, hold, re-issue, sell, exchange or otherwise
deal in its own securities, including shares of its capital stock of
any class, as and to the extent now or from time to time permitted by
the laws of the State of Delaware.
(9) To carry on any or all of its operations and business and to
promote its objects within the State of Delaware or elsewhere, without
restrictions as to place or amount.
-4-
The purposes specified in any clause or paragraph contained herein
shall be deemed to be independent purposes, and shall not be limited or
restricted by reference to or inference from the terms of any other clause or
paragraph contained herein.
1.3 Authorized Shares. The total number of shares of stock which the
-----------------
Surviving Corporation shall have authority to issue is twenty million
(20,000,000) shares of common stock with a par value of 83 1/3c per share.
1.4 Certificate of Incorporation. The Certificate of Incorporation
----------------------------
of Champion as the same is in effect immediately prior to the Effective Date
shall constitute the Certificate of Incorporation of the Surviving Corporation
until it shall thereafter be duly amended.
1.5 By-Laws. The By-Laws of Champion as the same are in effect
-------
immediately prior to the Effective Date shall constitute the By-Laws of the
Surviving Corporation until they shall thereafter be duly amended.
1.6 Effect of Merger. Upon the Effective Date, the effect of the
----------------
merger shall be as provided in the applicable provisions of the laws of the
States of Delaware and Ohio. Without limiting the generality of the foregoing,
and subject thereto, upon the Effective Date: (a) the separate existence of
DeVilbiss shall cease, and the Surviving Corporation shall possess all the
rights, privileges, powers and franchises as well of a public as of a private
nature, and shall be subject to all of the restrictions, disabilities and duties
of DeVilbiss; (b) all and singular, the rights, privileges, powers and
franchises of DeVilbiss, all property, real, personal and mixed, and all debts
due to DeVilbiss on whatever account, as well for stock subscriptions as all
other things in action or belonging to DeVilbiss, shall be vested in the
Surviving Corporation; (c) all property, rights, privileges, powers and
franchises, and all and every other interest shall be thereafter as effectually
the
-5-
property of the Surviving Corporation as they were of the Constituent
Corporations, and the title to any real estate vested by deed or otherwise in
either of the Constituent Corporations shall not revert or be in any way
impaired and (d) all rights of creditors and all liens upon any property of
either of the Constituent Corporations shall be preserved unimpaired, and all
debts, liabilities and duties of DeVilbiss shall thenceforth attach to the
Surviving Corporation, and may be enforced against it to the same extent as if
said debts, liabilities and duties had been incurred or contracted by it. Any
action or proceeding pending by or against DeVilbiss at the Effective Date may
be prosecuted as if the merger had not taken place, or the Surviving Corporation
may be substituted in its place.
SECTION 2. TERMS OF MERGER
2.1 Exchange Ratio. Upon the Effective Date (a) each common share,
--------------
$10 par value, of DeVilbiss outstanding immediately prior to the Effective Date
shall (except for the 1,319,138 shares of DeVilbiss held by Champion) be
converted into and become, without any action on the part of the holder thereof,
one share of Champion common stock, 83 1/3c par value. The common shares of
DeVilbiss held in its treasury and the common shares of DeVilbiss held by
Champion shall, on such date, be cancelled and shall not be converted into
shares of common stock of Champion and (b) each share of Champion common stock,
83 1/3c par value, outstanding immediately prior to the Effective Date, shall
continue to be one (1) share of common stock of the Surviving Corporation.
2.2 Rights of DeVilbiss Holders. On the Effective Date, the holders
---------------------------
of certificates for DeVilbiss common shares shall cease to have any rights as
shareholders of DeVilbiss (except such rights, if any, as they may have as
dissenting shareholders) and, except as aforesaid, their sole rights shall
pertain to Champion common stock into which their DeVilbiss common shares shall
have been
-6-
changed by the merger. After the Effective Date, each holder of a certificate
for DeVilbiss common shares, upon surrendering the same duly endorsed to any
transfer agent for Champion common stock, shall be entitled to receive in
exchange therefor a certificate or certificates representing the shares of
Champion common stock into which his DeVilbiss common shares have been changed
by the merger. Pending such surrender and exchange, such holders of a
certificate or certificates for DeVilbiss common shares shall be deemed to
evidence the Champion common stock into which such DeVilbiss common shares have
been changed by the merger.
SECTION 3. DIRECTORS AND OFFICERS OF SURVIVING CORPORATION
3.1 Directors. The names and addresses of the first directors of the
---------
Surviving Corporation at the Effective Date shall be as follows:
Name Address
---- -------
Robert A. Stranahan, Jr. 900 Upton Avenue
Toledo, Ohio 43601
Duane Stranahan 900 Upton Avenue
Toledo, Ohio 43601
Howard B. Speyer 900 Upton Avenue
Toledo, Ohio 43601
Robert W. Vogel 900 Upton Avenue
Toledo, Ohio 43601
William A. Belt 1434 National Bank Building
Toledo, Ohio 43604
Donald M. Dresser 245 Summit Street
Toledo, Ohio 43604
Such persons shall serve until the Surviving Corporation's 1970 annual
meeting of stockholders or until their successors are duly elected and
qualified.
-7-
3.2 Officers. The names and addresses of the first officers of the
--------
Surviving Corporation at the Effective Date shall be as follows:
Name Title Address
- ---- ----- -------
Robert A. Stranahan, Jr. Chairman of the Board 900 Upton Avenue
and President Toledo, Ohio 43601
Duane Stranahan, Jr. Vice President 900 Upton Avenue
Toledo, Ohio 43601
Robert W. Vogel Vice President and 900 Upton Avenue
Treasurer Toledo, Ohio 43601
Harry F. Davis Vice President - Sales 900 Upton Avenue
Toledo, Ohio 43601
Keith Wilson Vice President - 900 Upton Avenue
Director of International Toledo, Ohio 43601
Operations
Kermit C. Scheettley Vice President - General 900 Upton Avenue
Manager Spark Plug Toledo, Ohio 43601
Manufacturing Operations
Richard C. Teasel Vice President - Research 900 Upton Avenue
and Engineering Toledo, Ohio 43601
Toby A. Hill Secretary 900 Upton Avenue
Toledo, Ohio 43601
Robert J. Bretje, Jr. Controller 900 Upton Avenue
Toledo, Ohio 43601
Richard H. Crook, Jr. Assistant Secretary 900 Upton Avenue
Toledo, Ohio 43601
Charles C. Yeager Assistant Treasurer 900 Upton Avenue
Toledo, Ohio 43601
-8-
The foregoing officers shall serve as such subject to the pleasure of
the Board of Directors and, unless sooner removed by the Board of Directors,
until the first organization meeting of the Board of Directors following the
Effective Date or until their successors are chosen and qualified.
SECTION 4. ACCOUNTING
4.1 Capital. The capital of the Surviving Corporation at the
-------
Effective Date shall be an amount equal to 83 1/3c for each share of common
stock issued and outstanding on such date.
4.2 Capital Surplus. The capital surplus of the Surviving
---------------
Corporation shall, on the Effective Date, be the sum of the capital surplus of
Champion on said date plus the excess of the fair market value of the Champion
shares issued pursuant to the merger over the par value of the shares so issued.
For this purpose, the fair market value of Champion shares on the Effective Date
is hereby defined as the mean between the high and low sale prices of such
shares on the New York Stock Exchange on said date.
4.3 Earned Surplus. The earned surplus of the Surviving Corporation
--------------
on the Effective Date shall be the same as the earned surplus of Champion on
said date.
SECTION 5. GENERAL
5.1 Effective Date. The merger shall become effective at the time
--------------
when this agreement has been submitted to and approved by the shareholders of
DeVilbiss and has been filed with the Secretary of State of the State of Ohio
and the Secretary of State of the State of Delaware pursuant to the applicable
laws of such States. The time when the last of such filings shall have been
made shall be known, for the purposes of this agreement, as the "Effective
Date".
-9-
This agreement may be terminated and the merger abandoned at any time
prior to the Effective Date (whether before or after the meeting of the
DeVilbiss shareholders referred to above) by notices in writing from each party
to the other duly authorized by their respective Boards of Trustees.
5.2 Consent to Suit; Dissenting Shareholders. The Surviving
----------------------------------------
Corporation hereby consents that it may be sued and served with process in the
State of Ohio in any proceeding for the enforcement of any obligation of
DeVilbiss and in any proceeding for the enforcement of the rights of a
dissenting shareholder of DeVilbiss against the Surviving Corporation. The
Secretary of State of the State of Ohio is hereby irrevocably appointed as the
agent of the Surviving Corporation to accept service of process in any such
proceeding.
The Surviving Corporation hereby agrees that it will promptly pay to
dissenting shareholders of DeVilbiss the amount, if any, to which they are
entitled under Section 1701.85 of the Ohio Revised Code.
5.3 Transaction of Business in Ohio. The Surviving Corporation
-------------------------------
desires to transact business in the State of Ohio as a foreign corporation and
does hereby:
(a) state that the principal office of the Surviving Corporation
in the State of Ohio is located in Toledo, Lucas County;
(b) appoint Robert W. Vogel, 900 Upton Avenue, Toledo, Lucas
County, Ohio 43601, as statutory agent of the Surviving Corporation in
the State of Ohio;
(c) irrevocably consent (i) that service of any process, notice,
or demand against, to or upon the Surviving Corporation may be served
within the State of Ohio upon such statutory agent so long as the
authority of such agent continues and (ii) to service of process upon
the Secretary of State of the State of Ohio under the circumstances
set forth in Section 1703.19 of the Ohio Revised Code.
-10-
IN WITNESS WHEREOF, Champion and DeVilbiss have caused this agreement
to be signed by their duly authorized officers and the respective corporate
seals to be affixed and attested to, all as of the day and year first set forth
above.
CHAMPION SPARK PLUG COMPANY CHAMPION SPARK PLUG COMPANY
(Seal)
By /s/ Robert A. Stranahan, Jr.
----------------------------
Attest /s/ Toby A. Hill President
----------------
Secretary
THE DeVILBISS COMPANY THE DeVILBISS COMPANY
(Seal)
TOLEDO, OHIO By /s/ Henry M. Kidd
-----------------
Attest /s/ Frank R. Pitt President
-----------------
Secretary
SECRETARY'S CERTIFICATE
I, T. A. Hill, Secretary of Champion Spark Plug Company, a corporation
organized and existing under the laws of the State of Delaware, hereby certify,
as such Secretary and under the seal of the said corporation, that the Agreement
of Merger to which this certificate is attached, after having been first duly
signed on behalf of the said corporation and having been signed on behalf of The
DeVilbiss Company, a corporation of the State of Ohio, was duly adopted pursuant
to subsection (F) of section 251 of Title 8 of the Delaware Code of 1953,
without any vote of the stockholders of the surviving corporation and that the
Agreement of Merger does not amend in any respect the Certificate of
Incorporation of the surviving corporation and the authorized unissued shares or
the treasury shares of any class of the surviving corporation, if any, are to be
issued or delivered under the plan of merger do not exceed fifteen per cent
(15%) of the shares of the surviving corporation of the same class outstanding
immediately prior to the effective date of the merger and that the outstanding
shares of the corporation were such as to render subsection (F) of section 251
of Title 8 of the Delaware Code of 1953 applicable and that its Agreement of
Merger was thereby adopted by action of the Board of Directors of said Champion
Spark Plug Company and is the duly adopted agreement and act of the said
organization.
WITNESS my hand and the seal of said Champion Spark Plug Company on
this 15th day of December, 1969.
/s/ T.A. Hill
--------------------------
Secretary
(CORPORATE SEAL)
-2-
The above Agreement of Merger, having been executed on behalf of each
corporate party thereto, and having been adopted separately by each corporate
party thereto, in accordance with the provisions of the General Corporation Law
of the State of Delaware and the Ohio General Corporation Law of the State of
Ohio, the President of each corporate party thereto does now hereby execute the
said Agreement of Merger and the Secretary of each corporate party thereto does
now hereby attest the said Agreement of Merger under the corporate seals of
their respective corporations, by authority of the directors and stockholders
thereof, as the respective act, deed and agreement of each of said corporations,
on this 15th day of December, 1969.
CHAMPION SPARK PLUG COMPANY
By /s/ R.A. Stranahan, Jr.
----------------------------
CHAMPION SPARK PLUG COMPANY President
(SEAL)
ATTEST:
/s/ T.A. Hill
------------------
Secretary
THE DeVILBISS COMPANY
By /s/ Henry M. Kidd
----------------------------
THE DeVILBISS COMPANY President
(SEAL)
TOLEDO, OHIO
ATTEST:
/s/ Frank R. Pitt
---------------------
Secretary
-3-
STATE OF OHIO )
) ss.
COUNTY OF LUCAS )
BE IT REMEMBERED that on this 15th day of December, 1969, personally
came before me, a Notary Public in and for the County and State aforesaid,
Robert A. Stranahan, Jr., President of Champion Spark Plug Company, a
corporation of the State of Delaware, and he duly executed said Agreement of
Merger before me and acknowledged the said Agreement of Merger to be his act and
deed and the act and deed of said corporation and the facts stated therein are
true and that the seal affixed to said Agreement of Merger and attested by the
Secretary of said corporation is the common or corporate seal of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
Notary Public
(SEAL) CHARLES F. GREINER
Notary Public, Lucas County, Ohio
My Commission Expires Jan. 16, 1974
NOTARIAL SEAL
LUCAS COUNTY, OHIO
-4-
STATE OF OHIO )
) ss.
COUNTY OF LUCAS )
BE IT REMEMBERED that on this 15th day of December, 1969, personally
came before me, a Notary Public in and for the County and State aforesaid, Henry
M. Kidd, President of The DeVilbiss Company, a corporation of the State of Ohio,
and he duly executed said Agreement of Merger before me and acknowledged the
said Agreement of Merger to be his act and deed and the act and deed of said
corporation and the facts stated therein are true; and that the seal affixed to
said Agreement of Merger and attested by the Secretary of said corporation is
the common or corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
Notary Public
(SEAL) HELEN HECHT
Notary Public, Lucas County, Ohio
My Commission Expires December 11, 1973
NOTARIAL SEAL
LUCAS COUNTY, OHIO
CERTIFICATE AS TO ADOPTION
OF
AGREEMENT OF MERGER
BY
THE DeVILBISS COMPANY
We, Henry M. Kidd, President and Frank R. Pitt, Secretary of The
DeVilbiss Company, an Ohio corporation, do hereby certify, in accordance with
the provisions of Section 1701.80 of the Revised Code of Ohio:
1. That the foregoing Agreement of Merger was approved and adopted
by the Directors of said corporation at a meeting of the Board of Directors duly
called and held for such purpose on August 15, 1969 and at such meeting, said
Directors directed that said Agreement of Merger be submitted to said
corporation's shareholders at a special meeting thereof to be held on October 8,
1969.
2. That thereafter a special meeting of shareholders of said
corporation was duly called to be held on October 8, 1969; that notice of such
meeting was given to all shareholders of said corporation, whether or not
entitled to vote thereat, said notice being accompanied by a copy of said
Agreement of Merger.
3. That on October 8, 1969 a special meeting of shareholders of said
corporation was held and said Agreement of Merger was submitted to said
shareholders for approval and was approved and adopted by the affirmative vote
of the holders of shares of said corporation entitling them to exercise more
than two-thirds (2/3) of the voting power of said corporation on such proposal.
-2-
4. That said Agreement of Merger has been signed by the President
and Secretary of said corporation as required by Section 1701.78 of the Revised
Code of Ohio.
/s/ Henry M. Kidd
---------------------------------
Henry M. Kidd, President
/s/ Frank R. Pitt
---------------------------------
Frank R. Pitt, Secretary
CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
of
CHAMPION SPARK PLUG COMPANY
Pursuant to Section 242 of the General Corporation Law of the State of Delaware
----------------------------------
CHAMPION SPARK PLUG COMPANY (hereinafter called the "corporation"), a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the corporation at a meeting
duly held adopted resolutions proposing and declaring advisable the following
amendment to the Certificate of Incorporation of the corporation, as heretofore
amended:
RESOLVED, that in the judgment of this Board it is advisable that
Article FOURTH of the Certificate of Incorporation of this corporation
be amended to read as follows:
"FOURTH. The total number of shares of stock which the
Corporation shall have authority to issue is twenty million
(20,000,000) shares of common stock with a par vale of 83 1/3c
per share.
The aggregate number of shares of common stock with a par
value of $1 2/3 per share issued and outstanding on the effective
date of this amendment shall be reclassified and changed into
twice such number of shares of common stock with a par value of
83 1/3c per share so that each such outstanding share of common
stock with a par value of $1 2/3 per share shall, on such date,
be changed into and become two (2) shares of common stock with a
par value of 83 1/3c per share."
-2-
SECOND: That the amendment herebefore set forth in this Certificate
was duly adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
THIRD: That the capital of the corporation will not be reduced under
or by reason of the amendment herebefore set forth in this Certificate.
IN WITNESS WHEREOF, Champion Spark Plug Company has caused its
corporate seal to be hereunto affixed and this Certificate to be signed by its
President and its Secretary, this 22nd day of April, 1968.
CHAMPION SPARK PLUG COMPANY
CHAMPION SPARK PLUG COMPANY
SEAL By /s/ R. A. Stranahan, Jr.
-------------------------------------
R. A. Stranahan, Jr., President
By /s/ T.A.Hill
-------------------------------------
T.A. Hill
Attest: /s/ T.A. Hill
---------------------
T. A. Hill, Secretary
-3-
STATE OF OHIO )
) ss.
COUNTY OF LUCAS )
BE IT REMEMBERED that on this 22nd day of April, 1968, personally came
before me, Charles F. Greiner, the subscriber, a notary public in and for the
County and State aforesaid, R. A. Stranahan, Jr., President of Champion Spark
Plug Company, a corporation of the State of Delaware, the corporation described
in the foregoing Certificate, known to me personally to be such, and he, the
said R. A. Stranahan, Jr., as such President, duly executed said Certificate
before me, and acknowledged said Certificate to be his act and deed and the act
and deed of said corporation; that the signatures of said President and of the
Secretary of said corporation to the foregoing Certificate are in the
handwritings of said President and said Secretary of said corporation,
respectively; that the seal affixed to said Certificate is the common or
corporate seal of said corporation; that the act of sealing, executing,
acknowledging and filing said Certificate was duly authorized by resolution of
the Board of Directors and by the stockholders of said corporation, and that the
facts stated therein are true.
Given under my hand and seal of office the day and year aforesaid.
CHARLES F. GREINER Notary Public
Notary Public, Lucas County, Ohio
My Commission Expires Jan. 16, 1969
NOTARIAL SEAL
LUCAS COUNTY, OHIO
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
CHAMPION SPARK PLUG COMPANY, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST. That at a meeting of the Board of Directors of said Champion
-----
Spark Plug Company resolutions were duly adopted setting forth a proposed
amendment to the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that the following change in authorized
shares of stock, reclassification of shares of stock, and
amendments to the Certificate of Incorporation of the
corporation be, and the same hereby are, proposed and
declared advisable:
1. The number of shares of stock which the
corporation is authorized to issue and have outstanding is
changed from 1,250,000 shares of common stock with a par
value of $10 per share to 10,000,000 shares of common stock
and the change of such shares of common stock from shares
with a par value of $10 per share to shares with a par value
of $1 2/3 per share.
2. The 1,010,810 shares of common stock with a par
value of $10 per share heretofore issued and now outstanding
are changed into 6,064,860 shares of common stock with a par
value of $1 2/3 per share so that each holder of one
outstanding share of common stock with a par value of $10
per share shall hereafter hold six (6) shares of common
stock with a par value of $1 2/3 per share.
3. The Certificate of Incorporation of the
corporation is hereby amended so as to read as follows:
-2-
"FIRST. The name of this corporation is and shall
-----
be CHAMPION SPARK PLUG COMPANY.
"SECOND. The principal office of the corporation
------
in the State of Delaware is and shall be located at Number
100 West Tenth Street, in the City of Wilmington, County of
New Castle, and the name and address of its resident agent
are and shall be The Corporation Trust Company, Number 100
West Tenth Street, Wilmington, Delaware.
"THIRD. The nature of the business, or objects or
-----
purposes to be transacted, promoted or carried on are as
follows:
"(1) To manufacture, design, develop, buy or
otherwise acquire, sell and deal in spark plugs, electrical
ignition devices, and any and all kinds of electrical
equipment, machinery, parts and appliances for motor
vehicles, motors and engines, and articles and supplies used
or useful in connection with any of the foregoing.
"(2) To manufacture, design, develop, buy or
otherwise acquire, sell, transfer, exchange or otherwise
dispose of, and to invest, trade and deal in or with goods,
wares and merchandise and personal property of every kind
and description.
"(3) To purchase, hold, own, sell, exchange,
transfer, pledge, or otherwise trade or deal in or dispose
of stocks, bonds, mortgages, debentures, evidences of
indebtedness and securities of every kind and description of
any corporation, trust, business organization, government or
subdivision thereof, domestic or foreign, and to exercise in
respect thereto all rights and privileges of individual
ownership, including the right to receive the income
therefrom and to vote thereon and to guarantee the same or
become surety in respect thereto.
"(4) To undertake and carry out the
financing, financial adjustment, reorganization,
-3-
consolidation, merger and liquidation of any corporation or
of any undertaking, business, affairs or interests and to
transact any business necessary or convenient relating or
incident hereto.
"(5) To enter into, assist, promote, conduct,
perform or participate in, every kind of commercial,
mercantile or industrial enterprise, business, or work,
contract, undertaking, venture or operation.
"(6) To purchase or otherwise acquire, take
over, hold, sell, liquidate, or otherwise dispose of, the
real estate, plants, equipment, inventory, merchandise,
materials and other assets, shares, good will, rights,
franchises, patents, trade-marks and trade names and other
properties of domestic or foreign corporations, firms,
associates, syndicates, individuals, and others; to
continue, alter, extend or develop, their business, assume
their liabilities, guarantee or become surety for the
performance of their obligations; reorganize their capital,
and participate in any way in their affairs; to take over as
a going concern and continue, in its own name, any business
so acquired and to pay for any such business or properties
in cash, stocks, bonds, debentures, securities, or
obligations of this corporation, or otherwise.
"(7) To apply for, obtain, register,
purchase, lease or otherwise acquire, and to hold, own, use,
exercise, develop, operate and introduce, and to sell,
assign, grant licenses in respect of, or otherwise dispose
of, any patents and inventions, improvements and processes
used in connection with or secured under Letters Patent of
the United States or any dependency, colony, or insular
possession of the United States, or of any foreign
government, trade-marks and trade names, and to acquire,
use, exercise, or otherwise turn to gain licenses in respect
of any such patents, inventions, processes and the like, or
any such property rights.
"(8) To purchase, hold, re-issue, sell,
exchange or otherwise deal in its own securities,
-4-
including shares of its capital stock of any class, as and
to the extent now or from time to time permitted by the laws
of the State of Delaware.
"(9) To carry on any or all of its operations
and business and to promote its objects within the State of
Delaware or elsewhere, without restrictions as to place or
amount.
"The purposes specified in any clause or paragraph
contained in this Article THIRD shall be deemed to be
independent purposes, and shall not be limited or restricted
by reference to or inference from the terms of any other
clause or paragraph contained in this Certificate of
Incorporation.
"FOURTH. The total number of shares of stock which
------
the corporation shall have authority to issue is 10,000,000
shares of common stock with a par value of $1 2/3 per share.
"FIFTH. The amount of capital with which the
-----
corporation will commence business is One Thousand Dollars
($1,000.00).
"SIXTH. The name and place of residence of each
-----
of the incorporators are as follows:
Names Addresses
----- ---------
L. E. Gray Wilmington, Delaware
L. H. Herman Wilmington, Delaware
Walter Lenz Wilmington, Delaware
"SEVENTH. The corporation shall have perpetual
-------
existence.
"EIGHTH. The private property of the stockholders
------
of the corporation shall not be subject to the payment of
corporate debts to any extent whatever.
"NINTH.
-----
-5-
"(1) The stockholders and directors of the
corporation shall have power, if the By-Laws so provide, to
hold their meetings either within or without the State of
Delaware, and to have one or more offices and places of
business either within or without the State of Delaware in
addition to the principal office in Delaware.
"(2) Each holder of record of shares of
common stock shall be entitled to one vote for each share
standing in his name on the books of the corporation, at all
meetings of stockholders and for all purposes; subject,
nevertheless, to the right of the Board of Directors to
close the stock transfer books of the corporation prior to
any meeting, or to fix in advance a record date for the
determination of stockholders entitled to notice of, or to
vote at, any meeting, or to consent, for any purpose.
"(3) An election of directors need not be by
ballot unless requested by a stockholder entitled to vote at
the election.
"TENTH. No holder of shares of stock of any class
-----
of the corporation shall be entitled as such, as a matter of
right, to subscribe for or purchase shares of stock of any
class whatsoever, whether now or hereafter authorized, or to
purchase or subscribe for securities convertible into or
exchangeable for shares of stock of the corporation, or to
which shall be attached or appertain any warrants or rights
entitling the holder thereof to subscribe for or purchase
shares of stock, except such rights of subscription or
purchase, if any, at such price or prices and upon such
terms and conditions as the Board of Directors, in its
discretion, may from time to time determine.
"ELEVENTH. In furtherance and not in limitation of
--------
the powers conferred by the laws of the State of Delaware,
the Board of Directors is expressly authorized:
-6-
"(1) Subject to any limitations that may be
imposed by the stockholders, to make, alter, amend
and repeal By-Laws of the corporation, but any By-
Laws made by the Board of Directors or
stockholders may be altered, amended or repealed
by the stockholders at any annual meeting, or at
any special meeting, the notice of which includes
notice of such proposed alteration, amendment or
repeal.
"(2) To fix and determine, and to vary the
amount of working capital of the corporation; to
determine whether any, and if any what part, of
its net assets or surplus, however created or
arising, shall be used or disposed of or declared
in dividends or paid to stockholders; to use and
apply such net assets or surplus, or any part
thereof, at any time or from time to time, in the
purchase or acquisition of shares of stock or
securities of any class, to such extent or amount
and in such manner and upon such terms as the
Board of Directors shall deem expedient.
"(3) Without the assent or vote of the
stockholders, to borrow money without limit as to
amount, to authorize and issue obligations of the
corporation, secured or unsecured, upon such terms
and conditions as the Board of Directors shall
deem expedient, and to authorize the mortgaging or
pledging as security therefore of any property of
the corporation, real or personal, including after-
acquired property.
"TWELFTH. A director of this corporation
-------
shall not be disqualified by his office from
dealing or contracting with the corporation as a
vendor, purchaser, employee, agent or otherwise;
nor shall any transaction or contract or act of
this corporation be void or voidable, or in any
way affected or invalidated, by reason of the fact
that any director or any firm of which any
director is a member, or any corporation of which
any director is a stockholder or director, is in
any way interested in such transaction or contract
or act, provided the fact that such director, or
such firm, or such corporation, is so interested,
shall be disclosed
-7-
or shall be known to the Board of Directors or
such members thereof as shall be present at any
meeting of the Board of Directors at which action
upon any such contract or transaction or act shall
be taken; nor shall any such director be liable to
account to the corporation for any gains or
profits realized by or from or through any such
transaction or contract or act of this
corporation, by reason of the fact that he or any
firm of which he is a member, or any corporation
of which he is a stockholder or director, is
interested in such transaction, contract or act;
and any such director may be counted in
determining the existence of a quorum at any
meeting of the Board of Directors of the
corporation which shall authorize any such
contract or transaction or act, and may vote to
authorize, ratify or approve any such contract or
transaction or act, with like force and effect as
if he, or any firm of which he is a member, or any
corporation of which he is a stockholder or
director, were not interested in such transaction
or contract or act.
"THIRTEENTH. The corporation reserves the
----------
right to amend, alter, change or repeal any
provision contained in this Certificate of
Incorporation in the manner now or hereafter
prescribed by statute, and all rights conferred on
stockholders herein are granted subject to this
reservation.
"FOURTEENTH. Every person who is or has been
----------
a director, officer or employee of the corporation
and any person who is serving or may have served
at its request as a director, officer or employee
of any other corporation in which the corporation
owns stock or of which it is a creditor, and each
of their heirs, executors and administrators,
shall be reimbursed and indemnified for or against
any and all judgments, liabilities, fines and
penalties imposed upon them, any amounts paid in
settlement, and the costs and expenses reasonably
incurred in connection with or arising from any
actions, claim, suit, proceeding, hearing or
investigation, whether civil, criminal or
administrative, in which they or any of them are
involved by reason of being a director, officer or
employee of the
-8-
corporation or of such other corporation. The
corporation shall not, however, reimburse or
indemnify any such officer, director or employee
with respect to any judgment, fine or penalty or
amount paid in settlement, in any such action,
claim, suit, proceeding, hearing or investigation
unless independent legal counsel shall have
advised the corporation that (a) the conduct of
such director, officer or employee did not
constitute negligence or misconduct for which he
is liable to the corporation, and (b) the
settlement, if any, is fair and in the best
interest of the corporation.
"In the case of a criminal action, suit or
proceeding, a plea, conviction or judgment shall
not necessarily be deemed to constitute an
adjudication that such director, officer or
employee is liable for negligence or misconduct to
the corporation.
"The rights of reimbursement and
indemnification shall be in addition to all other
rights to which such directors, officers and
employees may be entitled as a matter of law."
RESOLVED FURTHER, that the Board of Directors of this
corporation declare it advisable and recommend to the
stockholders the adoption of amendments to the
Certificate of Incorporation, as heretofore amended, so
as to carry into effect the foregoing changes in shares
of stock and amendments; and that if the stockholders
approve the proposed amendments or any part thereof,
the President or a Vice President, and the Secretary or
an Assistant Secretary, be and they hereby are,
authorized and directed to execute a Certificate of
Amendment to the Certificate of Incorporation, as
heretofore amended, and to file the same with the
Secretary of State of the State of Delaware, as
required by the General Corporation Law of the State of
Delaware, and in such other states wherein the company
is authorized to do business and in which the filing
thereof is required by law or deemed to be advisable,
and to do and perform such other acts and things as may
be proper and appropriate to carry the foregoing
resolutions into full force and effect.
-9-
SECOND. That thereafter, pursuant to resolution of its Board of
------
Directors, a special meeting of the stockholders of said corporation was duly
called and held, at which meeting the necessary number of stockholders as
required by statute voted in favor of the amendment.
THIRD. That said amendment was duly adopted in accordance with the
-----
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH. That the capital of said corporation will not be reduced
------
under or by reason of said amendment.
IN WITNESS WHEREOF, said CHAMPION SPARK PLUG COMPANY has caused its
corporate seal to be hereunto affixed and this Certificate to be signed by H. B.
Speyer, its Vice President, and T. A. Hill, its Secretary, this 19th day of
August, 1958.
CHAMPION SPARK PLUG COMPANY
By /s/ H.B. Speyer
--------------------------------
Vice President
By /s/ T.A. Hill
--------------------------------
Secretary
-10-
STATE OF OHIO )
) ss.
COUNTY OF LUCAS )
BE IT REMEMBERED that on this 19th day of August, 1958, personally
came before me, a Notary Public in and for the County and State aforesaid, H. B.
Speyer, Vice President of CHAMPION SPARK PLUG COMPANY, a corporation of the
State of Delaware, the corporation described in and which executed the foregoing
certificate, known to me personally to be such, and he, the said H. B. Speyer,
as such Vice President, duly executed said Certificate before me and
acknowledged the said Certificate to be his act and deed and the act and deed of
said corporation; that the signatures of the said Vice President and of the
Secretary of said corporation to said foregoing Certificate are in the
handwriting of the said Vice President and Secretary of said corporation,
respectively; and that the seal affixed to said Certificate is the common or
corporation seal of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and seal of office
the day and year aforesaid.
NOTARIAL SEAL
_________________________________
LUCAS COUNTY, OHIO Notary Public
E. G. GREINER
Notary Public, Lucas County, Ohio
My Commission Expires August 25, 1959
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
CHAMPION SPARK PLUG COMPANY
Champion Spark Plug Company, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware
DOES HEREBY CERTIFY:
FIRST: That, at a meeting of the Board of Directors of said Champion
-----
Spark Plug Company duly held and convened, resolutions were adopted setting
forth a proposed amendment to the Certificate of Incorporation of said Company
and declaring said amendment advisable and calling a meeting of the stockholders
of said Company for consideration thereof. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, That the Certificate of Incorporation and Champion Spark
Plug Company, as amended, be and it hereby is amended by changing the
article thereof number Article Sixth to read as follows:
"ARTICLE SIXTH: The total number of shares
which the surviving corporation shall have
authority to issue is one million two hundred
fifty thousand (1,250,000) common shares with
a par value of Ten Dollars ($10) each."
SECOND: That thereafter, pursuant to resolutions of its Board of
------
Directors, a meeting of the stockholders of said Company was duly called and
held, at which meeting the necessary number of stockholders as required by
statute voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
-----
provisions of Section 26 of the General Corporation Law of Delaware, as amended.
IN WITNESS WHEREOF, said Champion Spark Plug Company has caused its
corporate seal to be hereunto affixed and this Certificate to be signed by H. B.
Speyer, its Vice President and Mr. T. A. Hill, its Secretary, this 9th day of
October, 1952.
-2-
/s/ H. B. Speyer
-----------------------
Vice President
CHAMPION SPARK PLUG COMPANY
(SEAL)
/s/ T. A. Hill
-----------------------
Secretary
-3-
STATE OF OHIO )
) SS.
COUNTY OF LUCAS )
BE IT REMEMBERED, that on this 9th day of October, A.D. 1952,
personally came before me, E. G. Greiner, a Notary Public in and for the county
and state aforesaid, Mr. H. B. Speyer, Vice President of Champion Spark Plug
Company, a corporation of the State of Delaware, the corporation described in
and which executed the foregoing certificate, known to me personally to be such,
and that he, the said Mr. H. B. Speyer as such Vice President, duly executed
said certificate before me and acknowledged the said certificate to be his act
and deed and the act and deed of said corporation; that the signatures of the
said Vice President and the Secretary of said corporation to said foregoing
certificate are in the handwriting of said Vice President and Secretary of said
corporation, respectively, and that the seal affixed to said certificate is the
common or corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
/s/ E. G. Greiner
----------------------------------
Notary Public, Lucas County, Ohio
E. G. GREINER
Notary Public, Lucas County, Ohio
NOTARIAL (SEAL) My Commission Expires August 24, 1958.
LUCAS COUNTY, OHIO
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
----------------------------
OF
CHAMPION SPARK PLUG COMPANY
---------------------------
CHAMPION SPARK PLUG COMPANY, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That, at a meeting of the Board of Directors of CHAMPION SPARK
-----
PLUG COMPANY duly held and convened, resolutions were duly adopted setting forth
a proposed Amendment to the Certificate of Incorporation of said Corporation and
declaring said Amendment advisable and calling a meeting of the stockholders of
said Corporation for consideration thereof. The resolutions setting forth the
proposed Amendment are as follows:
WHEREAS, Eighteen Thousand Three Hundred
Seventy-Three (18,373) of the Company's preferred
shares, with a par value of One Hundred Dollars
($100) each, have been retired; and
WHEREAS, The Board of Directors considers it
advisable to cancel and extinguish Eighteen
Thousand Three Hundred Seventy-Three (18,373)
preferred shares, with a par value of One Hundred
Dollars ($100) each, (all other preferred shares
having heretofore been canceled and extinguished),
and (2) to amend Article Sixth of the Certificate
of Incorporation;
NOW THEREFORE BE IT RESOLVED, That the
following cancellation and extinguishment of
Eighteen Thousand Three Hundred Seventy-Three
(18,373) preferred shares, with a par value of One
Hundred Dollars ($100) each, and Amendment to the
Certificate of Incorporation be, and the same
hereby are, proposed and declared to be advisable:
1. That Eighteen Thousand Three Hundred Seventy-Three
(18,373) preferred shares, having a par value
-2-
of One Hundred Dollars ($100) each, be, and the
same hereby are, canceled.
2. That the Certificate of Incorporation, as
heretofore amended, be, and the same hereby is,
amended by striking out and eliminating the
provisions of Article Sixth in their entirety and
by the insertion of a new Article Sixth in lieu
thereof, to read as follows:
"SIXTH: The total number of shares of stock
which the surviving corporation shall have
authority to issue is Two Hundred Fifty Thousand
(250,000) common shares, with a par value of Ten
Dollars ($10) each."
RESOLVED FURTHER, That the President or a
Vice President and the Secretary or an Assistant
Secretary be, and they hereby are, authorized and
directed to execute a Certificate of Amendment to
the Certificate of Incorporation, as heretofore
amended, and to file the same with the Secretary
of State of the State of Delaware, as required by
the General Corporation Law of the State of
Delaware, and in such other states wherein the
Company is authorized to do business and in which
the filing thereof is required by law to be deemed
advisable, and to do and perform such other acts
and things as may be proper and appropriate to
carry the foregoing resolutions into full force
and effect.
SECOND: That thereafter, pursuant to resolutions of its Board of
Directors, a meeting of the stockholders of said Corporation was duly called and
held, at which meeting the necessary number of stockholders as required by
statute voted in favor of the Amendment.
THIRD: That said Amendment was duly adopted in accordance with the
provisions of Section 26 of the General Corporation Law of Delaware, as amended.
FOURTH: That said Amendment does not effect any change in the issued
shares of said Corporation.
-3-
IN WITNESS WHEREOF, said CHAMPION SPARK PLUG COMPANY has caused its
corporate seal to be hereunto affixed and this Certificate to be signed by F. D.
Stranahan, its Vice President and T. A. Hill, its Secretary, this 19th day of
February, 1951.
CHAMPION SPARK PLUG COMPANY
SEAL
CHAMPION SPARK PLUG COMPANY
By /s/ F. D. Stranahan
---------------------------------------
President
By /s/ T. A. Hill
---------------------------------------
Secretary
-4-
STATE OF OHIO )
) ss.
COUNTY OF LUCAS )
BE IT REMEMBERED, That on this 19th day of February, A. D., 1951,
personally came before me E. G. Greiner, a Notary Public in and for the County
and State aforesaid, and F. D. Stranahan, Vice President of CHAMPION SPARK PLUG
COMPANY, a corporation of the State of Delaware, the corporation described in
and which executed the foregoing Certificate, known to me personally to be such,
and the said F. D. Stranahan as such Vice President, duly executed said
Certificate before me and acknowledged the said Certificate to be his act and
deed and the act and deed of said Corporation; that the signatures of the said
Vice President and of the Secretary of said Corporation to the foregoing
Certificate are in the handwriting of the said Vice President and Secretary of
said Corporation, respectively; and that the seal affixed to said Certificate
is the common or corporate seal of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
E. G. Greiner
-----------------------------------
Notary Public, Lucas County, Ohio
E. G. GREINER
Notary Public, Lucas County, Ohio
NOTARIAL (SEAL) My Commission Expires August 24, 1958.
LUCAS COUNTY, OHIO
CERTIFICATE OF REDEMPTION
of
PREFERRED STOCK OUT OF CAPITAL
of
CHAMPION SPARK PLUG COMPANY
CHAMPION SPARK PLUG COMPANY, a corporation organized and existing under the
General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as
follows:
FIRST: That pursuant to the provisions of Section 27 of the General
Corporation Law of the State of Delaware, as amended, and subject to the
provisions of its Certificate of Incorporation, Eighteen Thousand Three Hundred
Seventy-three (18,373) shares of its issued and outstanding preferred stock were
redeemed and retired.
SECOND: That the amount of capital of said corporation which was applied
to such redemption of said Eighteen Thousand Three Hundred Seventy-three
(18,373) preferred shares was One Million Eight Hundred Thirty-seven Thousand
Three Hundred Dollars ($1,837,300.00).
That the capital of the corporation is hereby reduced by the amount of
capital which was applied to such redemption, to-wit, One Million Eight Hundred
Thirty-seven Thousand Three Hundred Dollars ($1,837,300.00), which amount is the
same as the amount of capital represented by the shares so redeemed.
THIRD: That the assets of the corporation remaining after such redemption
are sufficient to pay any debts of the corporation, the payment of which has not
been otherwise provided for.
-2-
IN WITNESS WHEREOF, said CHAMPION SPARK PLUG COMPANY has caused its
corporate seal to be affixed and this Certificate to be signed by R.A.
Stranahan, its President, and H. B. Speyer, its Secretary, this 13th day of May,
1948.
CHAMPION SPARK PLUG COMPANY
By /s/ R. A. STRANAHAN
----------------------------
President
Champion Spark Plug Company By /s/ H. B. SPEYER
----------------------------
Seal President
-3-
STATE OF OHIO )
) ss.
COUNTY OF LUCAS )
BE IT REMEMBERED, that on this 13th day of May, A. D. 1948, personally came
before me, E. G. Greiner, a Notary Public in and for the County and State
aforesaid, R. A. Stranahan, President of Champion Spark Plug Company, a
corporation of the State of Delaware, the corporation described in and which
executed the foregoing Certificate, known to me personally to be such, and, he,
the said R. A. STRANAHAN, as such President duly executed said Certificate
before me and acknowledged the said Certificate to be his act and deed and the
act and deed of said corporation; that the signatures of the said President and
of the Secretary of said corporation to the said foregoing Certificate are in
the handwriting of the said President and Secretary of said corporation,
respectively, and that the seal affixed to said certificate is the common or
corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day
and year aforesaid.
/s/ E. G. GREINER
---------------------------------
Notary Public, Lucas County, Ohio
E. G. GREINER
Notary Public, Lucas County, Ohio
Notary Seal My Commission Expires Aug. 24, 1950
Lucas County, Ohio
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CHAMPION SPARK PLUG COMPANY
Champion Spark Plug Company, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware DOES
HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of said Champion
Spark Plug Company duly held and convened, resolutions were duly adopted setting
forth a proposed amendment to the certificate of incorporation of said
corporation and declaring said amendment advisable and calling a meeting of the
stockholders of said corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:
WHEREAS, Eighty-Three Thousand, Six Hundred
Twenty-Seven (83,627) of the Company's Preferred Shares
with a par value of One Hundred Dollars ($100.00) each
have been retired; and
WHEREAS, the Board of Directors considers it
advisable (1) to cancel and extinguish Eighty-Three
Thousand, Six Hundred Twenty-Seven (83,627) Preferred
Shares with a par value of One Hundred Dollars
($100.00) each and (2) amend Article Sixth of the
Certificate of Incorporation;
NOW THEREFORE BE IT RESOLVED, That the
following cancellation and extinguishment of Eighty-
Three Thousand, Six Hundred Twenty-Seven (83,627)
Preferred Shares with a par value of One Hundred
Dollars ($100.00) each and amendment to the Certificate
of Incorporation be and the same hereby are proposed
and declared to be advisable:
1. That Eighty-Three Thousand Six Hundred
Twenty-Seven (83,627) of the Company's Preferred Shares
having a
-2-
par value of One Hundred Dollars ($100.00) each, be and
the same hereby are cancelled.
2. That the Certificate of Incorporation be
and the same hereby is amended by striking out the
paragraph of Article SIXTH which reads as follows:
"SIXTH: The total number of shares of
stock which the surviving corporation
(hereinafter referred to in this Article
Sixth as the 'corporation') shall have
authority to issue is Three Hundred Fifty-Two
Thousand (352,000), consisting of One Hundred
Two Thousand (102,000) Preferred Shares with
a par value of One Hundred Dollars ($100.00)
each, and Two Hundred Fifty Thousand
(250,000) common shares with a par value of
Ten Dollars ($10.00) each."
and inserting in lieu thereof a new paragraph reading
as follows:
"SIXTH: The total number of shares of
stock which the surviving corporation
(hereinafter referred to in this Article
Sixth as the 'corporation') shall have
authority to issue is Two Hundred Sixty-Eight
Thousand, Three Hundred Seventy-Three
(268,373), consisting of Eighteen Thousand
Three Hundred Seventy-Three (18,373)
Preferred Shares with a par value of One
Hundred Dollars ($100.00) each and Two
Hundred Fifty Thousand (250,000) common
shares with a par value of Ten Dollars
($10.00) each."
RESOLVED FURTHER, That the President or Vice
President and the Secretary or Assistant Secretary be
and they hereby are authorized and directed to execute
a Certificate of Amendment to the Certificate of
Incorporation and file the same with the Secretary of
the State of Delaware as required by the General
Corporation Law of the State of Delaware and in such
other states wherein the Company is authorized to do
business and in which the filing thereof is required by
law or deemed advisable, and to do and perform such
other and further acts and things as may be proper and
appropriate to carry the foregoing resolutions into
full force and effect.
-3-
SECOND: That thereafter, pursuant to resolution of its board of
directors, a special meeting of the stockholders of said corporation was duly
called and held, at which meeting the necessary number of stockholders as
required by statute voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 26 of the General Corporation Law of Delaware as amended.
FOURTH: That said amendment does not effect any change in the issued
shares of said corporation.
IN WITNESS WHEREOF, said Champion Spark Plug Company has caused its
corporate seal to be hereunto affixed and this certificate to be signed by R. A.
Stranahan, its President, and H. B. Speyer, its Secretary this 29th day of July,
1946.
CHAMPION SPARK PLUG COMPANY
CHAMPION SPARK PLUG COMPANY
SEAL By /s/ R.A. Stranahan
-----------------------------------
President
By /s/ H.B. Speyer
------------------------------------
Secretary
-4-
STATE OF OHIO )
) ss.
COUNTY OF LUCAS )
BE IT REMEMBERED that on this 29th day of July A.D., 1946, personally
came before me J. M. Robinson a Notary Public in and for the County and State
aforesaid, R. A. Stranahan, President of Champion Spark Plug Company, a
corporation of the State of Delaware, the corporation described in and which
executed the foregoing certificate, known to me personally to be such, and he,
the said R. A. Stranahan, as such President, duly executed said certificate
before me and acknowledged the said certificate to be his act and deed and the
act and deed of said corporation; that the signatures of the said President and
of the Secretary of said corporation to the foregoing certificate are in the
handwriting of the said President and Secretary of said Company respectively,
and that the seal affixed to said certificate is the common or corporate seal of
said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
Notary Public
NOTARIAL SEAL
LUCAS COUNTY, O.
CERTIFICATE OF REDUCTION
OF CAPITAL
OF
CHAMPION SPARK PLUG COMPANY
Champion Spark Plug Company, a corporation organized and existing
under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY
as follows:
1. That at a meeting of its board of directors duly held and
convened, a resolution was adopted setting forth a proposed reduction of the
outstanding capital of said corporation in the manner and to the extent
hereinafter set forth and calling a meeting of the stockholders having voting
powers for the consideration thereof.
2. That thereafter at a special meeting of the stockholders of the
above named corporation called upon at least five days' notice, given in
accordance with the by-laws thereof, for the purpose of voting upon the question
of reducing its outstanding capital, the following resolution was duly adopted
by the holders of record of a majority of the outstanding shares of stock of the
corporation, having voting powers, reducing the capital of the corporation by
the amount of Two Million Two Hundred Thousand Dollars ($2,200,000.00):
WHEREAS, Twenty-Two Thousand (22,000) Preferred shares with
a par value of One Hundred Dollars ($100,000) each have been
surrendered to the Company for retirement;
NOW THEREFORE BE IT RESOLVED THAT:
1. Said Twenty-Two Thousand (22,000) Preferred Shares with
a par value of One Hundred Dollars ($100.00) each, be and the same
hereby are retired:
-2-
2. The proper officer or officers of the Company be and
hereby are authorized and directed to charge against the capital of
the Company an amount equal to the par value of said Twenty-Two
Thousand (22,000) Preferred Shares, to-wit, Two Million, Two Hundred
Thousand Dollars, ($2,200,000.00):
3. The capital of the Company be and it hereby is reduced
in the amount of Two Million Two Hundred Thousand Dollars
($2,200,000.00).
RESOLVED FURTHER, That the President or Vice President and
the Secretary or Assistant Secretary be and they hereby are authorized
and directed to execute a Certificate of Reduction of Capital and file
the same with the Secretary of the State of Delaware as required by
the General Corporation Law of the State of Delaware and in such other
states wherein the Company is authorized to do business and in which
the filing thereof is required by law or deemed advisable and to do
and perform such other and further acts and things as may be proper
and appropriate to carry the foregoing resolutions into full force and
effect.
3. That the assets of the corporation remaining after such reduction
are sufficient to pay any debts, the payment of which has not been otherwise
provided for.
IN WITNESS WHEREOF, said Champion Spark Plug Company has caused its
corporate seal to be affixed and this certificate to be signed by R. A.
Stranahan, its President and H. B. Speyer, its Secretary, this 29th day of July,
1946.
CHAMPION SPARK PLUG COMPANY CHAMPION SPARK PLUG COMPANY
SEAL
By /s/ R.A. Stranahan
----------------------------------------
President
By /s/ H.B. Speyer
----------------------------------------
Secretary
-3-
STATE OF OHIO )
) ss.
COUNTY OF LUCAS )
BE IT REMEMBERED that on this 29th day of July A. D., 1946, personally
came before me, Jim Robinson a Notary Public in and for the County and State
aforesaid, R. A. Stranahan, President of Champion Spark Plug Company, a
corporation of the State of Delaware, the corporation described in and which
executed the foregoing certificate, known to me personally to be such, and he,
the said R. A. Stranahan, as such President, duly executed said certificate
before me and acknowledged the said certificate to be his act and deed and the
act and deed of said corporation; that the signatures of the said President and
of the Secretary of said corporation to said foregoing certificate are in the
handwriting of the said President and Secretary of said company respectively,
and that the seal affixed to said certificate is the common or corporate seal of
said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
NOTARIAL SEAL
LUCAS COUNTY, O. Notary Public
J. M. ROBINSON
Notary Public, Lucas County, Ohio
My Commission Expires Nov. 3, 1947
CERTIFICATE OF REDEMPTION
OF
PREFERRED STOCK OUT OF CAPITAL
OF
CHAMPION SPARK PLUG COMPANY
CHAMPION SPARK PLUG COMPANY, a corporation organized and existing under the
General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as
follows:
FIRST: That pursuant to the provisions of Section 27 of the General
Corporation Law of the State of Delaware, as amended, and subject to the
provisions of its Certificate of Incorporation, Twenty-Four Thousand Seven
Hundred and Forty-Four (24,744) shares of its issued and outstanding preferred
stock were redeemed and retired.
SECOND: That the amount of capital of said corporation which was applied to
such redemption of said Twenty-Four Thousand Seven Hundred and Forty-four
(24,744) preferred shares was Two Million Four Hundred Seventy-Four Thousand
Four Hundred Dollars ($2,474,400.00).
That the capital of the corporation is hereby reduced by the amount of
capital which was applied to such redemption, to-wit, Two Million Four Hundred
Seventy-Four Thousand Four Hundred Dollars ($2,474,400.00), which amount is the
same as the amount of capital represented by the shares so redeemed.
THIRD: That the assets of the corporation remaining after such redemption
are sufficient to pay any debts of the corporation, the payment of which has not
been otherwise provided for.
IN WITNESS WHEREOF, said CHAMPION SPARK PLUG COMPANY has caused its
corporate seal to be affixed and this Certificate to be signed by R. A.
Stranahan, its President, and H. B. Speyer, its Secretary this 28th day of
October, 1942.
CHAMPION SPARK PLUG COMPANY
By: R. A. Stranahan - President
Champion Spark Plug Company By: H. B. Speyer - Secretary
SEAL
STATE OF OHIO )
) ss.
COUNTY OF LUCAS )
BE IT REMEMBERED, that on this 28th day of October, A.D. 1942, personally
came before me, John M. Robinson, a Notary Public in and for the County and
State aforesaid, R. A. Stranahan, President of Champion Spark Plug Company, a
corporation of the State of Delaware, the corporation described in and which
executed the foregoing Certificate, known to me personally to be such, and he,
the said R. A. Stranahan as such President duly executed said Certificate before
me and acknowledged the said Certificate to be his act and deed and the act and
deed of said corporation; that the signatures of the said President and of the
Secretary of said corporation to the said foregoing Certificate are in the
handwriting of the said President and Secretary of said corporation,
respectively, and that the seal affixed to said certificate is the common or
corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day
and year aforesaid.
John M. Robinson
Notary Public, Lucas County, Ohio.
My commission expires October 23, 1944
Notarial Seal
Lucas County, O.
CERTIFICATE OF REDEMPTION
OF
PREFERRED STOCK OUT OF CAPITAL
OF
CHAMPION SPARK PLUG COMPANY
CHAMPION SPARK PLUG COMPANY, a corporation organized and existing under the
General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as
follows:
FIRST: That pursuant to the provisions of Section 27 of the General
Corporation Law of the State of Delaware, as amended, and subject to the
provisions of its Certificate of Incorporation, Twenty Thousand Five Hundred
Sixty-three (20,563) shares of its issued and outstanding preferred stock were
redeemed and retired.
SECOND: That the amount of capital of said corporation which was applied
to such redemption of said Twenty Thousand Five Hundred Sixty-three (20,563)
preferred shares was Two Million Fifty-six Thousand Three Hundred Dollars
($2,056,300.)
That the capital of the corporation is hereby reduced by the amount of
capital which was applied to such redemption, to-wit, Two Million Fifty-six
Thousand Three Hundred Dollars ($2,056,300), which amount is the same as the
amount of capital represented by the shares so redeemed.
THIRD: That the assets of the corporation remaining after such redemption
are sufficient to pay any debts of the corporation, the payment of which has not
been otherwise provided for.
IN WITNESS WHEREOF, said CHAMPION SPARK PLUG COMPANY HAS caused its
corporate seal to be affixed and this certificate to be signed by R. A.
Stranahan, its President and H. B. Speyer, its Secretary, this 31 day of August,
1942.
CHAMPION SPARK PLUG COMPANY
Champion Spark
Plug Company By Robert A. Stranahan, President
Seal
By H. B. Speyer, Secretary
STATE OF OHIO )
) ss.
COUNTY OF LUCAS )
BE IT REMEMBERED, that on this 31st day of August, A.D. 1942, personally
came before me, John M. Robinson, a Notary Public in and for the County and
State aforesaid, R. A. Stranahan, President of Champion Spark Plug Company, a
corporation of the State of Delaware, the corporation described in and which
executed the foregoing certificate, known to me personally to be such, and he,
the said R. A. Stranahan as such President duly executed said certificate before
me and acknowledged the said certificate to be his act and deed and the act and
deed of said corporation; that the signatures of the said President and of the
Secretary of said corporation to the said foregoing certificate are in the
handwriting of the said President and Secretary of said corporation,
respectively, and that the seal affixed to said certificate is the common or
corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day
and year aforesaid.
John M. Robinson
Notary Public, Lucas County, Ohio.
Notarial Seal
Lucas County, O.
CERTIFICATE OF REDEMPTION
OF
PREFERRED STOCK OUT OF CAPITAL
OF
CHAMPION SPARK PLUG COMPANY
CHAMPION SPARK PLUG COMPANY, a corporation organized and existing under the
General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as
follows:
FIRST: That pursuant to the provisions of Section 27 of the General
Corporation Law of the State of Delaware, as amended, and subject to the
provisions of its Certificate of Incorporation, Sixteen thousand and three
hundred and twenty (16,320) shares of its issued and outstanding preferred stock
were redeemed and retired.
SECOND: That the amount of capital of said corporation which was applied to
such redemption of said Sixteen thousand three hundred and twenty (16,320)
preferred shares was One Million Six Hundred and Thirty-two Thousand Dollars
($1,632,000.)
That the capital of the corporation is hereby reduced by the amount of
capital which was applied to such redemption, to-wit, One Million Six Hundred
and Thirty-two Thousand Dollars ($1,632,000), which amount is the same as the
amount of capital represented by the shares so redeemed.
THIRD: That the assets of the corporation remaining after such redemption
are sufficient to pay any debts of the corporation, the payment of which has not
been otherwise provided for.
IN WITNESS WHEREOF, said CHAMPION SPARK PLUG COMPANY HAS caused its
corporate seal to be affixed and this certificate to be signed by R. A.
Stranahan, its President and H. B. Speyer, its Secretary, this 7th day of
November, 1941.
CHAMPION SPARK PLUG COMPANY
By R. A. Stranahan (s)
President
By H. B. Speyer (s)
Secretary
Champion Spark Plug Company
Seal
STATE OF OHIO )
) ss.
COUNTY OF LUCAS )
BE IT REMEMBERED, that on this 7th day of November, A.D. 1941, personally
came before me, John M. Robinson, a Notary Public in and for the County and
State aforesaid, R. A. Stranahan, President of Champion Spark Plug Company, a
corporation of the State of Delaware, the corporation described in and which
executed the foregoing certificate, known to me personally to be such, and he,
the said R. A. Stranahan as such President duly executed said certificate before
me and acknowledged the said certificate to be his act and deed and the act and
deed of said corporation; that the signatures of the said President and of the
Secretary of said corporation to the said foregoing certificate are in the
handwriting of the said President and Secretary of said corporation,
respectively, and that the seal affixed to said certificate is the common or
corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day
and year aforesaid.
John M. Robinson
Notary Public, Lucas County,
Notarial Seal Ohio
Lucas County, O.
AGREEMENT OF MERGER
BETWEEN
MADISON SECURITIES CO.
AND
CHAMPION SPARK PLUG COMPANY.
AGREEMENT OF MERGER, dated this 14th day of December, 1938, between MADISON
SECURITIES CO., first party, and CHAMPION SPARK PLUG COMPANY, second party, both
being corporations organized and existing under the laws of the State of
Delaware.
The Certificate of Incorporation of first party, MADISON SECURITIES CO.,
was filed in the office of the Secretary of the State of Delaware on December 5,
1938, and was recorded in the office of the Recorder of Deeds for the County of
New Castle on December 5, 1938.
The Certificate of Incorporation of second party, CHAMPION SPARK PLUG
COMPANY, was filed in the office of the said Secretary of State on September 11,
1916, and was recorded in the office of said Recorder of Deeds on September 12,
1916. A Certificate of Amendment thereto was filed in the office of said
Secretary of State on April 30, 1917, and was recorded in the office of said
Recorder of Deeds on May 1, 1917; and a further Certificate of Amendment was
filed in the office of said Secretary of State on June 15, 1921, and was
recorded by said Recorder on June 20, 1921.
First party, MADISON SECURITIES CO., is authorized to issue a total of
Three Hundred Fifty-two Thousand (352,000) shares, of which One Hundred Two
Thousand (102,000) are
-1-
Preferred Shares of the par value of One Hundred Dollars ($100.00) each and Two
Hundred Fifty Thousand (250,000) are common shares of the par value of Ten
Dollars ($10.00) each; and it has outstanding One Hundred Two Thousand (102,000)
Preferred Shares and One Hundred Eighty Thousand (180,000) common shares. The
capital of said first party is Twelve Million Dollars ($12,000,000.00), of which
Ten Million Two Hundred Thousand Dollars ($10,200,000.00) is preferred capital
and One Million Eight Hundred Thousand Dollars ($1,800,000.00) is common
capital.
Second party, CHAMPION SPARK PLUG COMPANY, is authorized to issue a
total of Two Hundred Thousand (200,000) shares, all of which are common shares
of the par value of Ten Dollars ($10.00) each; and it has outstanding One
Hundred Eighty-eight Thousand and Fifty (188,050) shares (including Nine Hundred
(900) treasury shares, not as yet retired). The capital of second party is One
Million Eight Hundred Eighty Thousand Five Hundred Dollars ($1,880,500.00), of
which Nine Thousand Dollars ($9,000.00) is capital in respect of said treasury
shares and One Million Eight Hundred Seventy-one Thousand Five Hundred Dollars
($1,871,500.00) is capital in respect of other outstanding shares. Of said
outstanding shares, One Hundred Sixty-nine Thousand Two Hundred (169,200) are
held and owned by first party.
The principal office of first party, MADISON SECURITIES CO., in the
State of Delaware is located at Number 100 West Tenth Street, in the City of
Wilmington, County of New Castle, and the name and address of its resident agent
is The Corporation Trust Company, 100 West Tenth Street, Wilmington, Delaware.
The principal office of second party, CHAMPION SPARK PLUG COMPANY, in the State
of Delaware is located at Delaware Trust Building, in the City of
-2-
Wilmington, County of New Castle, and the name and address of its resident agent
is The Delaware Charter Guarantee & Trust Company, Delaware Trust Building,
Wilmington, Delaware.
The corporations, parties to this agreement, by and between their
respective Boards of Directors, have agreed, and hereby agree with each other,
to merge into a single corporation which shall be the first party, MADISON
SECURITIES CO., one of the constituent corporations, and that second party,
CHAMPION SPARK PLUG COMPANY, shall be merged into first party pursuant to the
General Corporation Law of the State of Delaware, (the name of first party, upon
and in such merger, to be changed to "Champion Spark Plug Company"); and do
hereby agree upon and prescribe the terms and conditions of said merger and of
carrying the same into effect as follows.
FIRST: Second party, CHAMPION SPARK PLUG COMPANY, shall be and hereby is
merged into first party, MADISON SECURITIES CO., and the separate existence of
said second party shall cease; said two corporations shall be and hereby are
merged into a single corporation which shall be the first party, which is one of
the constituent corporations and which shall be the surviving corporation.
SECOND: The name of the surviving corporation henceforth is and shall be
CHAMPION SPARK PLUG COMPANY.
THIRD: The principal office of the surviving corporation in the State of
Delaware is and shall be located at Number 100 West Tenth Street, in the city of
Wilmington, County of New Castle, and the name and address of its resident agent
are and shall be The Corporation Trust Company, Number 100 West Tenth Street,
Wilmington, Delaware.
FOURTH: The surviving corporation shall possess all the rights, privileges,
powers and franchises, as well of a public as of a private nature, and be
subject to all the restrictions, disabilities
-3-
and duties of each of said corporations, parties to this agreement, and all and
singular the rights, privileges, powers and franchises of each of said
corporations, and all property, real, personal and mixed, and all debts due to
either of said corporations on whatever account, and all other things in action
of or belonging to each of said corporations shall be vested in the surviving
corporation; and all property, rights, privileges, powers and franchises, and
all and every other interest shall be as effectually the property of the
surviving corporation as they were of the respective corporations, parties to
this agreement; and the title to any real estate, whether by deed or otherwise,
under the laws of the State of Delaware, vested in either of the said
corporations, shall not revert or be in any way impaired by reason of said
merger. The rights of creditors and of liens upon the property of either of the
corporations, parties hereto, shall be preserved unimpaired, and all debts,
liabilities and obligations of second party shall henceforth attach to said
surviving corporation and may be enforced against it to the same extent as if it
had incurred or contracted them. Any action or proceeding pending by or against
either of the corporations parties hereto may be prosecuted to judgment as if
said merger had not taken place, or the surviving corporation may be substituted
in its place.
FIFTH: The nature of the business or objects or purposes to be transacted,
promoted or carried on by the surviving corporation are as follows:
(1) To manufacture, design, develop, buy or otherwise acquire, sell and
deal in spark plugs, electrical ignition devices, and any and all kinds of
electrical equipment, machinery, parts and appliances for motor vehicles, motors
and engines, and articles and supplies used or useful in connection with any of
the foregoing.
-4-
(2) To manufacture, design, develop, buy or otherwise acquire, sell,
transfer, exchange or otherwise dispose of, and to invest, trade and deal in or
with goods, wares and merchandise and personal property of every kind and
description.
(3) To acquire by purchase, subscription, underwriting, participation in
syndicates, or otherwise, and to receive, hold, own, sell, exchange or otherwise
dispose of, pledge or hypothecate al kinds of shares, bonds, mortgages,
debentures, trust receipts, participation certificates, certificates of
beneficial interest, notes and other securities, obligations, contracts, choses
in action and evidences of indebtedness generally, or interests therein, of any
corporations, associations, firms, trusts, persons, governments, states,
colonies, municipalities and other organizations; to receive, collect and
dispose of interest, dividends, and income upon, of or from any of the foregoing
and any other property held or owned by it and to exercise any and all rights
and privileges of individual ownership or interest in respect of any and all
such shares or other securities or obligations, including the right to vote
thereon for any and all purposes, and to do any and all acts and things for the
preservation, protection, improvement and enhancement in value thereof, and to
guarantee the same or become surety in respect thereto, and to aid by loan,
subsidy, guarantee or otherwise, those issuing, creating or responsible for the
same.
(4) To undertake and carry out the financing, financial adjustment,
reorganization, consolidation merger and liquidation of any corporation or of
any undertaking, business, affairs or interests and to transact any business
necessary or convenient relating or incident thereto.
(5) To enter into, assist, promote, conduct, perform or participate in,
every kind of commercial, mercantile or industrial enterprise, business, or
work, contract, undertaking, venture or operation.
-5-
(6) To purchase or otherwise acquire, take over, hold, sell, liquidate, or
otherwise dispose of, the real estate, plants, equipment, inventory,
merchandise, materials and other assets, shares, goodwill, rights, franchises,
patents, trade-marks and trade names and other properties of domestic or foreign
corporations, firms, associates, syndicates, individuals, and others; to
continue, alter, extend, or develop, their business, assume their liabilities,
guarantee or become surety for the performance of their obligations; reorganize
their capital, and participate in any way in their affairs; to take over as a
going concern and continue, in its own name, any business so acquired, and to
pay for any such business or properties in cash, shares, bonds, debentures,
securities, or obligations of this Corporation, or otherwise.
(7) To apply for, obtain, register, purchase, lease or otherwise acquire,
and to hold, own, use, exercise, develop, operate and introduce, and to sell,
assign, grant licenses in respect of, or otherwise dispose of, any patents and
inventions, improvements and processes used in connection with or secured under
Letters Patent of the United States or any dependency, colony or insular
possession of the United States, or of any foreign government, trade-marks and
trade names, and to acquire, use, exercise, or otherwise turn to gain licenses
in respect of any such patents, inventions, processes and the like, or any such
property rights.
(8) To purchase, hold, re-issue, sell, exchange or otherwise deal in its
own securities, including shares of its capital stock of any class, as and to
the extent now or from time to time permitted by the laws of the State of
Delaware; but nothing herein contained shall be construed as limiting or
restricting the exercise of any lawful rights or powers of the corporation in
respect of the purchase of preferred shares out of its capital, and retirement
of such shares.
-6-
(9) To carry on any or all of its operations and business and to promote
its objects within the State of Delaware or elsewhere, without restrictions as
to place or amount.
The purposes specified in any clause or paragraph contained in this Article
Fifth shall be deemed to be independent purposes, and shall not be limited or
restricted by reference to or inference from the terms of any other clause or
paragraph contained in this Agreement of Merger.
SIXTH: The total number of shares of stock which the surviving corporation
(hereinafter referred to in this Article Sixth as the "corporation") shall have
authority to issue is Three Hundred Fifty-two Thousand (352,000), consisting of
One Hundred Two Thousand (102,000) Preferred Shares with a par value of One
Hundred Dollars ($100.00) each, and Two Hundred Fifty Thousand (250,000) common
shares with a par value of Ten Dollars ($10.00) each.
(1) The holders of Preferred Shares shall be entitled to receive dividends
thereon at the rate of three (3) per centum per annum, and no more, payable
periodically or in one payment, as the Board of Directors may from time to time
determine. In any calendar year said preferred dividends at said rate shall be
declared, and paid or provision for the payment thereof made, before any
dividend or other distribution shall be declared, set apart or paid on the
common shares; but said preferred dividends shall not be cumulative and if the
full amount thereof is not declared in any calendar year, the right of the
holders of Preferred Shares to receive the deficiency thereof shall lapse. After
the full preferred dividends above specified have been declared in any calendar
year and payment thereof has been made or provided for, the holders of Preferred
Shares shall not, as such, be entitled to receive or to participate in any
further or additional dividends or distributions declared, set apart or paid
during such year.
-7-
(2) Preferred Shares shall be preferred as to assets as wells as to
dividends. Upon any dissolution, liquidation or winding up of the corporation,
whether voluntary or involuntary, the holders of Preferred Shares shall be
entitled to receive and be paid the sum of One Hundred Dollars ($100.00) per
share, plus an amount equal to all preferential dividends thereon, which have
been declared and remain unpaid, but no more, before any distribution shall be
made to the holders of common shares. After payment of the full preferential
amounts aforesaid, the holders of Preferred Shares shall not as such be entitled
to any other part of or participation in the assets of the corporation.
(3) The holders of Preferred Shares shall not as such have any interest,
right or participation in or to the assets or earnings of the corporation except
as hereinabove stated.
(4) The corporation may at its option to be exercised by its Board of
Directors, at any time and from time to time, redeem the whole or any part of
the Preferred Shares at a price equal to One Hundred Two Dollars ($102.00) per
share plus the amount of all preferential dividends thereon which shall have
been declared and remain unpaid on the date fixed for redemption. If at any time
less than all of the Preferred Shares outstanding shall be called for
redemption, the Board of Directors may select the shares to be redeemed by lot
or otherwise, as in their discretion they may determine. Such redemption need
not in any case be pro rata, and the Board of Directors may call for redemption
all or any part of the Preferred Shares of any holder.
Notice of any proposed redemption of Preferred Shares stating the date of
redemption and the place of payment of the redemption price shall be given by
mailing a copy of such notice at least thirty (30) days prior to the date fixed
for redemption to the holders of the shares to be redeemed at their respective
addresses as the same appear upon the books of the corporation. If such notice
of
-8-
redemption shall have been duly given, and if on or before the redemption date
specified therein all funds necessary for such redemption shall have been set
aside so as to be available therefor, then, notwithstanding that any certificate
for Preferred Shares so called for redemption shall not have been surrendered
for cancellation, the shares represented thereby shall no longer be deemed
outstanding, and the right to receive dividends thereon and all other rights
with respect to such Preferred Shares so called for redemption shall forthwith
on such redemption date cease and terminate, except only the right of the
holders thereof to receive the amount payable upon redemption thereof, but
without interest.
Subject to the limitations and provisions of this Article Sixth, the Board
of Directors may prescribe the manner, terms and conditions upon which Preferred
Shares shall be called for redemption or redeemed.
SEVENTH: The surviving corporation is to have perpetual existence.
EIGHTH: The private property of the stockholders of the surviving
corporation shall not be subject to the payment of corporate debts to any extent
whatever.
NINTH: The By-Laws of first party shall continue to be the By-Laws of first
party as the surviving corporation until altered, amended or repealed according
to the provisions thereof.
TENTH: The first Board of Directors of the surviving corporation shall be
five in number, and shall consist of the individuals who are now directors of
first party, and whose names and residences are as follows:
-9-
Names Residences
----- ----------
R. A. Stranahan West Central Avenue,
Box 26-B, R.F.D. 2,
Toledo, Ohio.
F. D. Stranahan Dixie Highway,
R.F.D., Perrysburg, Ohio.
Duane Stranahan 420 East 2nd Street,
Perrysburg, Ohio.
H. B. Speyer 2533 Drummond Road,
Toledo, Ohio.
E. J. Marshall 2347 Robinwood Avenue,
Toledo, Ohio.
Said persons shall continue to be directors from and after the effective
date of merger until their successors are elected in accordance with the By-
Laws. All persons who at the effective date of merger shall be executive or
administrative officers of first party shall be and remain like officers of it,
as the surviving corporation, until its Board of Directors shall otherwise
determine.
ELEVENTH: (1) The stockholders and directors of the surviving corporation
shall have power, if the By-Laws so provide, to hold their meetings either
within or without the State of Delaware, and to have one or more offices and
places of business either within or without the State of Delaware in addition to
the principal office in Delaware.
(2) Each holder of record of shares, whether preferred or common, shall be
entitled to one vote for each share standing in his name on the books of the
surviving corporation, at all meetings of stockholders and for all purposes;
subject, nevertheless, to the right of the Board of Directors to close the stock
transfer books of the surviving corporation prior to any meeting, or to fix in
advance
-10-
a record date for the determination of stockholders entitled to notice of, or to
vote at, any meeting, or to consent, for any purpose.
(3) An election of directors need not be by ballot unless requested by a
stockholder entitled to vote at the election.
TWELFTH: No holder of shares of any class of the surviving corporation
(referred to in this Article as the "corporation") shall be entitled as such, as
a matter of right, to subscribe for or purchase shares of any class whatsoever
now or hereafter authorized, or to purchase or subscribe for securities
convertible into or exchangeable for shares of the corporation, or to which
shall be attached or appertain any warrants or rights entitling the holder
thereof to subscribe for or purchase shares; and the holders of shares of the
corporation, of any class, shall have only such rights of subscription or
purchase, if any, at such price or prices and upon such terms and conditions as
the Board of Directors in its discretion may from time to time determine.
THIRTEENTH: In the furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors of the
surviving corporation (referred to in this Article as the "corporation") is
expressly authorized:
(1) Subject to any limitations that may be imposed by the stockholders, to
make, alter, amend and repeal by-laws of the corporation, but any by-laws made
by the Board of Directors or stockholders may be altered, amended or repealed by
the stockholders at any annual meeting, or at any special meeting, the notice
of which includes notice of such proposed alteration, amendment or repeal.
(2) To fix and determine, and to vary the amount of working capital of the
corporation; to determine whether any, and if any, what part, of its net assets
or surplus, however created or
-11-
arising, shall be used or disposed of or declared in dividends or paid to
stockholders; to use and apply such net assets or surplus, or any part thereof,
at any time or from time to time, in the purchase or acquisition of shares of
any class, to such extent or amount and in such manner and upon such terms as
the Board of Directors shall deem expedient.
(3) Without the assent or vote of the stockholders, to borrow money without
limit as to amount, to authorize and issue obligations of the corporation,
secured or unsecured, upon such terms and conditions as the Board of Directors
shall deem expedient, and to authorize the mortgaging or pledging as security
therefor of any property of the corporation, real or personal, including after
acquired property.
(4) From time to time to determine whether, and to what extent, and at what
times and places, and under what conditions and regulations, accounts, books and
records of the corporation (except such as may by the Delaware Corporation Law
be specifically made open to inspection), or any of them, shall be open to the
inspection of stockholders.
FOURTEENTH: A director of the surviving corporation (referred to in this
Article as the "corporation") shall not be disqualified by his office from
dealing or contracting with the corporation as a vendor, purchaser, employee,
agent or otherwise; nor shall any transaction or contract or act of this
corporation be void or voidable, or in any way affected or invalidated, by
reason of the fact that any director or any firm of which any director is a
member, or any corporation of which any director is a shareholder or director,
is in any way interested in such transaction or contract or act, provided the
fact that such director, or such firm, or such corporation, is so interested,
shall be disclosed or shall be known to the Board of Directors or such members
thereof as shall be present at any meeting of the Board of Directors at which
action upon any such contract or transaction or act shall be taken;
-12-
nor shall any such director be liable to account to the corporation for any
gains or profits realized by or from or through any such transaction or contract
or act of this corporation, by reason of the fact that he or any firm of which
he is a member, or any corporation of which he is a shareholder or director, is
interested in such transaction or contract or act; and any such director may be
counted in determining the existence of a quorum at any meeting of the Board of
Directors of the corporation which shall authorize any such contract or
transaction or act, and may vote to authorize, ratify or approve any such
contract or transaction or act, with like force and effect as if he, or any firm
of which he is a member, or any corporation of which he is a shareholder or
director, were not interested in such transaction or contract or act.
FIFTEENTH: The surviving corporation reserves the right to amend, alter,
change or repeal any provision contained in this Agreement of Merger in the
manner now or hereafter prescribed by law; and all rights conferred on officers,
directors and stockholders herein are granted subject to this reservation.
SIXTEENTH: The manner of converting the shares of each of the constituent
corporations into shares of the surviving corporation shall be as follows:
(1) The outstanding shares of preferred and common stock of first party
shall continue to be outstanding as shares of preferred and common stock of said
first party as the surviving corporation;
(2) Upon the filing of this Agreement of Merger in the office of the
Secretary of State of Delaware,
(a) the One Hundred Sixty-nine Thousand Two Hundred (169,200)
shares of stock of second party, owned and held by first party, shall
by such filing and without the necessity of further act or deed, be
-13-
cancelled and extinguished; and none of them shall be exchanged for or
converted into shares of the surviving corporation;
(b) any outstanding shares of stock of second party, which are then
owned by said second party shall not be transferred nor shall any
beneficial interest therein pass to first party as the surviving
corporation, nor shall any shares of stock of said surviving corporation be
issued in exchange therefor; and any such shares of stock of second party
owned by it shall, by such filing, be cancelled, without the necessity for
further act or deed, and shall have the status of authorized but unissued
stock of the surviving corporation;
(c) each of the other outstanding shares of stock of second party
(said shares being Seventeen Thousand Nine Hundred Fifty (17,950) in
number) shall, by such filing and without the necessity of further act or
deed, be converted into, and shall constitute, one and one-tenth (1.1)
common shares of the surviving corporation; and the holders of certificates
for such outstanding shares of second party, upon surrender of such
certificates, duly endorsed, if required, shall be entitled to receive in
exchange therefor certificates for one and one tenth (1.1) common shares of
the surviving corporation for each one (1) share of stock of second party
represented by the certificates so surrendered.
(3) In order to evidence the cancellation of all the outstanding shares of
stock of second party (including any such shares which are owned by said second
party), the certificates therefor shall be surrendered and cancelled; but delay
in the surrender thereof, or in making the exchange of certificates for such
shares of second party as are converted into shares of the surviving
corporation, shall not affect such conversion or the cancellation or
extinguishment of the shares of stock of second party; and upon the filing of
this Agreement of Merger with the Secretary of State of Delaware, all of the
outstanding shares of stock of second party shall nevertheless be cancelled and
extinguished as hereinabove provided.
SEVENTEENTH: Upon and by the filing of this Agreement in the office of the
Secretary of State of Delaware, any and all agreements, contracts and other
instruments creating or evidencing
-14-
any option or right of second party, CHAMPION SPARK PLUG COMPANY, to repurchase
any of its shares of stock theretofore outstanding or any other options or
rights in respect of any of its said shares shall, without the necessity of
further act or deed be modified and amended, as follows: (a) by substituting the
surviving corporation as a party thereto in place of second party; and (b) by
substituting for the shares of stock of the second party mentioned therein, the
common shares of the surviving corporation for which they have been exchanged or
into which they have been converted. All the terms and provisions of such
agreements, contracts or other instruments shall thenceforth continue in force
and apply to the said shares of the surviving corporation and reference therein
to the book value of shares shall mean the book value of the common shares of
the surviving corporation; and all options and rights of every kind created or
evidenced by such agreements, contracts or other instruments, as so modified and
amended, shall, by the filing of this Agreement of Merger, pass to, vest in, and
be deemed to be assigned to the surviving corporation; provided, however, that
nothing herein contained shall prevent any subsequent modification, amendment,
termination or extension of any one or more of such agreements, contracts or
other instruments which may be mutually agreed upon.
The By-Laws of the surviving corporation may provide, or authorize the
Board of Directors from time to time to provide, for the sale and issuance of
additional shares of stock subject to such options or rights of repurchase or
other options or rights in favor of the surviving corporation and/or
restrictions upon sale or transfer of such shares by the holder, as may be
expressed in the By-Laws or from time to time provided by the Board of
Directors.
Certificates for all shares of the surviving corporation which upon the
filing of this Agreement of Merger or at any time thereafter are subject to any
such options, rights or restrictions upon sale
-15-
or transfer, may in the discretion of the surviving corporation, to be exercised
by its Board of Directors, bear a legend, notice or endorsement thereof and/or a
reference to the agreement, contract or other instrument or By-Laws creating or
evidencing the same; and all such certificates and the shares represented by
them shall be transferable only in accordance with and subject to such options,
rights and restrictions, and in such manner and under such regulations as the
By-Laws provide.
EIGHTEENTH: Unless all of the stockholders of first party and second
party, respectively, shall consent and agree in writing to the adoption of this
Agreement of Merger without a meeting, then the said Agreement shall be
submitted to the stockholders of each of said corporations at a meeting thereof,
called separately for the purpose of taking the same into consideration, notice
of which meetings shall be duly given as provided by the laws of Delaware.
-16-
IN WITNESS WHEREOF, the parties to this Agreement, pursuant to authority
duly given by their respective Boards of Directors, have caused this agreement
to be executed by a majority of their respective Boards of Directors and have
caused their respective corporate seals to be hereunto affixed on the date first
above mentioned.
MADISON SECURITIES CO., First Party,
By /s/ Robert A. Stranahan
----------------------------------------
/s/ Frank Stranahan
-----------------------------------
MADISON SECURITIES CO.
(DELAWARE) /s/ Duane Stranahan
---------------------------------------
TOLEDO, OHIO
SEAL /s/ E.J. Marshall
---------------------------------------
(Majority of its Board of Directors.)
Attest:
/s/ H.B Speyer
------------------------------
Secretary.
CHAMPION SPARK PLUG COMPANY, Second Party
By /s/ Robert A. Stranahan
--------------------------------------
CHAMPION SPARK PLUG
COMPANY SEAL /s/Frank Stranahan
--------------------------------------
/s/ Duane Stranahan
--------------------------------------
/s/ M.C. Dewitt
--------------------------------------
(Majority of its Board of Directors.)
Attest:
/s/ H.B. Speyer
- --------------------------
Secretary.
-17-
CERTIFICATE OF APPROVAL
BY
STOCKHOLDERS
MADISON SECURITIES CO.
(First Party)
The undersigned, Howard B. Speyer, Secretary of MADISON SECURITIES CO., a
corporation of the State of Delaware, hereby certifies, as such Secretary and
under the seal of said corporation, that the Agreement of Merger to which this
Certificate is attached, after having been first signed by a majority of the
directors of said corporation and by a majority of the directors of CHAMPION
SPARK PLUG COMPANY, second party to said Agreement, was duly adopted by the
unanimous written consent of all of the stockholders of said MADISON SECURITIES
CO., holding One Hundred Two Thousand (102,000) shares of preferred stock and
One Hundred Eighty Thousand (180,000) shares of common stock of the corporation,
the same being all of the shares issued and outstanding and entitled to vote
upon said Agreement of Merger; and that said consent is attached hereto and made
a part of the Agreement of Merger.
WITNESS my hand and the seal of said corporation this 16th day of December,
1938.
/s/ Howard B. Speyer
----------------------------------------
Secretary.
MADISON SECURITIES CO. (DELAWARE)
TOLEDO, OHIO
SEAL
-18-
UNANIMOUS CONSENT OF STOCKHOLDERS
OF
MADISON SECURITIES CO.
TO
ADOPTION OF AGREEMENT OF MERGER
December 15, 1938.
The undersigned, being all of the stockholders of MADISON SECURITIES CO., a
corporation of the State of Delaware, severally owning and holding of record the
number of shares of its preferred and common stock set opposite their respective
names, hereby adopt, and consent and agree to the adoption by said corporation,
without a meeting of stockholders, of an Agreement of Merger between said
corporation and Champion Spark Plug Company, also a corporation of the State of
Delaware, which Agreement is dated the 14th day of December, 1938, and has been
adopted, entered into and signed by a majority of the directors of each of said
corporations and has been submitted to the stockholders of each of them; and the
undersigned further consent and agree to the execution of said Agreement in the
name and on behalf of said Madison Securities Co. and to the filing and
recording thereof as provided by the laws of Delaware.
IN WITNESS WHEREOF the undersigned have executed this consent on and as of
the date above stated.
-19-
Preferred Common
Names Shares Shares
- ----- ----------- -------
________________________ 120.7 213
(Robert A. Stranahan)
________________________ 256.7 453
(Frank D. Stranahan)
________________________ 3,400.0 6,000
(Duane Stranahan)
________________________ 6.8 12
(E. J. Marshall)
________________________ 6.8 12
(H. B. Speyer)
________________________ 9,350.0 16,500
(H. B. Speyer, Trustee)
________________________ 80,784.0 142,560
(Aumend & Co.)
________________________ )
(R. A. Stranahan) )
) 4,037.5 7,125
________________________ )
(F. D. Stranahan) )
As Trustee for Anna S. Friend )
________________________ )
(R. A. Stranahan) )
) 4,037.5 7,125
________________________ )
(F.D. Stranahan) )
As Trustee for Ada S. Morse ) ------- -------
Totals 102,000 180,000
-20-
CERTIFICATE OF APPROVAL
-----------------------
BY
--
STOCKHOLDERS
------------
OF
--
CHAMPION SPARK PLUG COMPANY
---------------------------
(Second Party)
The undersigned, Howard B. Speyer, Secretary of CHAMPION SPARK PLUG
COMPANY, a corporation of the State of Delaware, hereby certifies, as such
Secretary and under the seal of said corporation, that the Agreement of Merger
to which this Certificate is attached, after having been first signed by a
majority of the directors of said corporation and by a majority of the directors
of MADISON SECURITIES CO., first party to said Agreement, was duly adopted by
the unanimous written consent of all of the stockholders of said CHAMPION SPARK
PLUG COMPANY, holding One Hundred Eighty-Seven Thousand One Hundred Fifty
(187,150) shares of the capital stock of the corporation, the same being all of
the shares issued and outstanding and entitled to vote upon said Agreement of
Merger; and that said consent is attached hereto and made a part of the
Agreement of Merger.
WITNESS my hand and the seal of said corporation this 16th day of December,
1938.
/s/ Howard B. Speyer
-----------------------------------------
Secretary.
CHAMPION SPARK PLUG COMPANY
SEAL
-21-
UNANIMOUS CONSENT OF STOCKHOLDERS
OF
CHAMPION SPARK PLUG COMPANY
TO
ADOPTION OF AGREEMENT OF MERGER
December 15, 1938.
The undersigned, being all of the stockholders of CHAMPION SPARK PLUG
COMPANY, a corporation of the State of Delaware, severally owning and holding of
record the number of its shares of stock set opposite their respective names
hereby adopt, and consent and agree to the adoption by said corporation, without
a meeting of stockholders, of an Agreement of Merger between said corporation
and Madison Securities Co., also a corporation of the State of Delaware, which
Agreement is dated the 14 day of December, 1938, and has been adopted, entered
into and signed by a majority of the directors of each of said corporations and
has been submitted to the stockholders of each of therm; and the undersigned
further consent and agree to the execution of said Agreement in the name and on
behalf of said CHAMPION SPARK PLUG COMPANY and to the filing and recording
thereof as provided by the laws of Delaware.
IN WITNESS WHEREOF the undersigned have executed this consent on and as of
the date above stated.
-22-
Names Shares
----- ------
____________________________________ 500
(M.C. DeWitt)
____________________________________ 500
(M.C. DeWitt)
As Trustee for Grace DeWitt Frazer
____________________________________ 500
(M.C. DeWitt)
As Trustee for Loraine DeWitt Reekie
____________________________________ 2,100
(Effie L. DeWitt)
(Separate consent attached) 3,600
- ------------------------------------
(Josephine E. Jeffery)
____________________________________ 2,975
(Mrs. Saida K. Jeffery)
____________________________________) 625
(Benjamin A. Jeffery) )
)
____________________________________)
(B. DeWitt Jeffery) )
As Trustees )
___________________________________ 500
(Frank H. Riddle)
-23-
Names Shares
----- ------
____________________________________ 750
(J.F. Barr)
____________________________________ 1,000
(Charles E. Dewar)
(Separate consent attached) 750
- ------------------------------------
(Edith E. Rohde)
____________________________________ 500
(Helen B. Marshall)
____________________________________ 2,000
(Walter Caswell)
___________________________________ 250
(Howard B. Speyer)
____________________________________ 250
(Ralph Rowland)
-24-
NAMES SHARES
----- ------
____________________________________ 250
(Charles L. Corwin)
The Commerce Guardian Bank, As Trustee
under the will of Walter W. Hoffman, )
deceased, ) 800
)
By__________________________________ )
)
____________________________________ 100
(Helen Bush)
)
Madison Securities Co., )
a Delaware corporation, ) 169,200
)
By__________________________________ )
President. )
)
and by______________________________ )
-------
Secretary. )
Total Shares 187,150
-25-
CONSENT OF EDITH E. ROHDE,
A STOCKHOLDER OF
CHAMPION SPARK PLUG COMPANY
TO
ADOPTION OF AGREEMENT OF MERGER.
December 15, 1938.
The undersigned, a stockholder of Champion Spark Plug Company, a
corporation of the State of Delaware, owning and holding of record the number of
its shares set opposite her signature, consents and agrees, and joins in the
unanimous consent and agreement of the stockholders of said corporation, to the
adoption by said corporation, without a meeting of stockholders, of an Agreement
of Merger between said corporation and Madison Securities Co., also a
corporation of the State of Delaware, which Agreement is dated the 14th day of
December, 1938, and has been adopted, entered into and signed by a majority of
the directors of each of said corporations and has been submitted to the
stockholders of each of them; and the undersigned further consents and agrees,
and joins in the unanimous consent and agreement of all stockholders, to the
execution of said Agreement in the name and on behalf of said Champion Spark
Plug Company and to the filing and recording thereof as provided by the laws of
Delaware.
IN WITNESS WHEREOF the undersigned has executed this consent on and as of
the date first above stated.
-26-
______________________ 750 shares
(Edith E. Rohde)
CONSENT OF JOSEPHINE E. JEFFERY
A STOCKHOLDER OF
CHAMPION SPARK PLUG COMPANY
TO
ADOPTION OF AGREEMENT OF MERGER.
December 15, 1938.
The undersigned, a stockholder of Champion Spark Plug Company, a
corporation of the State of Delaware, owning and holding of record the number of
its shares set opposite her signature, consents and agrees, and joins in the
unanimous consent and agreement of the stockholders of said corporation, to the
adoption by said corporation, without a meeting of stockholders, of an Agreement
of Merger between said corporation and Madison Securities Co., also a
corporation of the State of Delaware, which Agreement is dated the 14th day of
December, 1938, and has been adopted, entered into and signed by a majority of
the directors of each of said corporations and has been submitted to the
stockholders of each of them; and the undersigned further consents and agrees,
and joins in the unanimous consent and agreement of all stockholders, to the
execution of said Agreement in the name and on behalf of said Champion Spark
Plug Company and to the filing and recording thereof as provided by the laws of
Delaware.
IN WITNESS WHEREOF the undersigned has executed this consent on and as of
the date first above stated.
__________________________ 3,600 shares
(Josephine E. Jeffery)
-27-
SIGNATURES
OF
PRESIDENTS AND SECRETARIES
OF
THE CORPORATE PARTIES.
The foregoing Agreement of Merger having been first signed by a majority of
the directors of each constituent corporation, a party thereto, and having been
duly adopted by the unanimous written consent of all of the stockholders of each
constituent corporation, holding all of the shares of each corporation issued
and outstanding and entitled to vote upon said Agreement of Merger, all in
accordance with the statutes of the State of Delaware, and that fact having been
certified on said Agreement by the Secretary of each corporate party thereto,
the President and Secretary of each corporate party thereto, do now hereby sign
the said Agreement of Merger, under the respective corporate seals of each such
corporation, by authority of the directors and stockholders thereof, as the
respective act, deed and agreement of each of said corporations on this 16th day
of December , 1938.
MADISON SECURITIES CO.,
MADISON SECURITIES CO.(DELAWARE) By /s/ Robert A. Stranahan
----------------------------
TOLEDO, OHIO SEAL President.
And by /s/ Howard B. Speyer
------------------------
Secretary.
-28-
CHAMPION SPARK PLUG COMPANY
CHAMPION SPARK PLUG COMPANY
SEAL By /s/ Robert A. Stranahan
-----------------------------
President.
And by /s/ Howard Speyer
-------------------------
Secretary.
-29-
STATE OF OHIO )
) SS.
COUNTY OF LUCAS )
BE IT REMEMBERED That on this 16th day of December 1938, before me, the
undersigned, a Notary Public in and for said county and state, personally came
Robert A. Stranahan, President of MADISON SECURITIES CO., a corporation of the
State of Delaware, who is personally known to me to be the same person whose
name is subscribed to the foregoing Agreement of Merger as such President, and
who is personally known to me to be the President of such corporation; and
acknowledged that he signed, sealed and delivered the said Agreement of Merger
as his free and voluntary act as such President and as the free and voluntary
act, deed and agreement of said corporation, viz., MADISON SECURITIES CO., for
the uses and purposes therein set forth; and further acknowledged said Agreement
of Merger to be the act, deed and agreement of said corporation by authority of
its Board of Directors, and pursuant to the unanimous written consent of all of
the stockholders of said corporation owning and holding all of its outstanding
shares of stock, preferred and common, in conformity with the statutes of the
State of Delaware.
IN WITNESS WHEREOF I have hereunto set my hand and my official seal on the
date above stated.
_________________________________
Notary Public, Lucas County, Ohio.
NOTARIAL SEAL
LUCAS COUNTY, O.
-30-
STATE OF OHIO )
) SS.
COUNTY OF LUCAS )
BE IT REMEMBERED That on this 16th day of December 1938, before me, the
undersigned, a Notary Public in and for said county and state, personally came
Robert A. Stranahan, President of CHAMPION SPARK PLUG COMPANY, a corporation of
the State of Delaware, who is personally known to me to be the same person whose
name is subscribed to the foregoing Agreement of Merger as such President, and
who is personally known to me to be the President of such corporation, and
acknowledged that he signed, sealed and delivered the said Agreement of Merger
as his free and voluntary act as such President and as the free and voluntary
act, deed and agreement of said corporation, viz., CHAMPION SPARK PLUG COMPANY,
for the uses and purposes therein set forth; and further acknowledged said
Agreement of Merger to be the act, deed and agreement of said corporation by
authority of its Board of Directors, and pursuant to the unanimous written
consent of all of the stockholders of said corporation owning and holding all of
its outstanding shares of stock, in conformity with the statutes of the State of
Delaware.
IN WITNESS WHEREOF I have hereunto set my hand and my official seal on the
date above stated.
_________________________________
Notary Public, Lucas County, Ohio.
NOTARIAL SEAL
LUCAS COUNTY, O.
-31-
CERTIFICATE OF INCORPORATION
OF
MADISON SECURITIES CO.
FIRST: The name of this corporation is MADISON SECURITIES CO.
SECOND: Its principal office or place of business in the State of Delaware
is located at No. 100 West Tenth Street in the City of Wilmington, County of New
Castle, and the name and address of its resident agent is The Corporation Trust
Company, No. 100 West Tenth Street, Wilmington, Delaware.
THIRD: The nature of the business or objects or purposes to be transacted,
promoted or carried on are:
(1) To acquire by purchase, subscription, underwriting, participation
in syndicates, or otherwise, and to receive, hold, own, sell, exchange or
otherwise dispose of, pledge or hypothecate all kinds of shares, bonds,
mortgages, debentures, trust receipts, participation certificates,
certificates of beneficial interest, notes and other securities,
obligations, contracts, chooses in action and evidences of indebtedness
generally, or interests therein, of any corporations, associations, firms,
trusts, persons, governments, states, colonies, municipalities and other
organizations; to receive, collect and dispose of interest, dividends, and
income upon, of or from any of the foregoing and any other property held or
owned by it and to exercise any and all rights and privileges of individual
ownership or interest in respect of any and all such shares or other
securities or obligations, including the right to vote thereon for any and
all purposes, and to do any and all acts and things for the preservation,
protection, improvement and enhancement in value thereof, and to guarantee
the same or become surety in respect thereto, and to aid by loan, subsidy,
guarantee or otherwise, those issuing, creating or responsible for the
same.
(2) To undertake and carry out the financing, financial adjustment,
reorganisation, consolidation, merger and liquidation of any corporation or
of any undertaking, business, affairs or interests and to transact any
business necessary or convenient relating or incident thereto.
(3) In particular, to acquire all the outstanding shares of stock of
The Madison Securities Company, a corporation of the State of Ohio, and/or
its assets,
-32-
properties and business and to that end to enter into with it, or its
shareholders, or to adopt at one time or from time to time, any plan or
plans of reorganization or liquidation of it, and/or exchanges of stock of
this corporation for stock or assets, properties or business of said The
Madison Securities Company.
(4) To enter into, assist, promote, conduct, perform, or participate
in, every kind of commercial, mercantile or industrial enterprise,
business, or work, contract, undertaking, venture or operation.
(5) To purchase or otherwise acquire, take over, hold, sell,
liquidated, or otherwise dispose of, the real estate, plants, equipment,
inventory, merchandise, materials and other assets, shares, goodwill,
rights, franchises, patents, trade-marks and trade names and other
properties of domestic or foreign corporations, firms, associates,
syndicates, individuals, and others; to continue, alter, extend, or
develop, their business, assume their liabilities, guarantee or become
surety for the performance of their obligations; reorganise their capital,
and participate in any way in their affairs; to take over as a going
concern and continue, in its own name, any business so acquired, and to pay
for any such business or properties in cash, shares, bonds, debentures,
securities, or obligations of this Corporation, or otherwise.
(6) To apply for, obtain, register, purchase, lease or otherwise
acquire, and to hold, own, use, exercise, develop, operate and introduce,
and to sell, assign, grant licenses in respect of, or otherwise dispose of,
any patents and inventions, improvements and processes used in connection
with or secured under Letters Patent of the United States or any
dependency, colony or insular possession of the United States or of any
foreign government, trade-marks and trade names, and to acquire, use,
exercise, or otherwise turn to gain licenses in respect of any such
patents, inventions, processes and the like, or any such property rights.
(7) To purchase, hold, reissue, sell, exchange or otherwise deal in
its own securities, including shares of its capital stock of any class, as
and to the extent now or from time to time permitted by the laws of the
State of Delaware; but nothing herein contained shall be construed as
limiting or restricting the exercise of any lawful rights or powers of the
corporation in respect of the purchase of preferred share out of its
capital, and retirement of such shares.
(8) To carry on any or all of its operations and business and to
promote its objects within the State of Delaware or elsewhere, without
restriction as to place or amount.
-33-
The purposes specified in any clause or paragraph contained in this Article
Third shall be deemed to be independent purposes, and shall not be limited or
restricted by reference to or inference from the terms of any other clause or
paragraph of this Certificate of Incorporation.
FOURTH: The total number of shares which may be issued by the corporation
is Three Hundred Fifty-two Thousand (352,000), consisting of One Hundred Two
Thousand (102,000) Preferred Shares with a par value of One Hundred Dollars
($100.00) each, and Two Hundred Fifty Thousand (250,000) common shares with a
par value of Ten Dollars ($10.00) each.
(1) The holders of Preferred Shares shall be entitled to receive dividends
thereon at the rate of three (3) per centum per annum, and no more, payable
periodically or in one payment, as the Board of Directors may from time to time
determine. In any calendar year said preferred dividends at said rate shall be
declared, and paid or provision for the payment thereof made, before any
dividend or other distribution shall be declared, set apart or paid on the
common shares; but said preferred dividends shall not be cumulative and if the
full amount thereof is not declared in any calendar year, the right of the
holders of Preferred Shares to receive the deficiency thereof shall lapse.
After the full preferred dividends above specified have been declared in any
calendar year and payment thereof has been made or provided for, the holders of
Preferred Shares shall not, as such, be entitled to receive or to participate in
any further or additional dividends or distributions declared, set apart or paid
during each year.
(2) Preferred Shares shall be preferred as to assets as well as to
dividends. Upon any dissolution, liquidation or winding up of the corporation,
whether voluntary or involuntary, the holders of Preferred Shares shall be
entitled to receive and be paid the sum of One Hundred Dollars ($100.00) per
share, plus an amount equal to all preferential dividends thereon which have
been
-34-
declared and remain unpaid, but no more, before any distribution shall be made
to the holders of common shares. After payment of the full preferential amounts
aforesaid, the holders of Preferred Shares shall not as such be entitled to any
other part of or participation in the assets of the corporation.
(3) The holders of Preferred Shares shall not as such have any interest,
right or participation in or to the assets or earnings of the corporation except
as hereinabove stated.
(4) The corporation may at its option to be exercised by its Board of
Directors, at any time and from time to time, redeem the whole or any part of
the Preferred Shares at a price equal to One Hundred Two Dollars ($102.00) per
share plus the amount of all preferential dividends thereon which shall have
been declared and remain unpaid on the date fixed for redemption. If at any
time less than all of the Preferred Shares outstanding shall be called for
redemption, the Board of Directors may select the shares to be redeemed by lot
or otherwise, as in their discretion they may determine. Such redemption need
not in any case be pro rata, and the Board of Directors may call for redemption
all or any part of the Preferred Shares of any holder.
Notice of any proposed redemption of Preferred Shares stating the date of
redemption and the place of payment of the redemption price shall be given by
mailing a copy of such notice at least thirty (30) days prior to the date fixed
for redemption to the holders of the shares to be redeemed at their respective
addresses as the same appear upon the books of the corporation. If such notice
of redemption shall have been duly given, and if on or before the redemption
date specified therein all funds necessary for such redemption shall have been
set aside so as to be available therefor, then, notwithstanding that any
certificate for Preferred Shares so called for redemption shall not have been
surrendered for cancellation, the shares represented thereby shall no longer be
deemed outstanding,
-35-
and the right to receive dividends thereon and all other rights with respect to
such Preferred Shares so called for redemption shall forthwith on such
redemption date cease and terminate, except only the right of the holders
thereof to receive the amount payable upon redemption thereof, but without
interest.
Subject to the limitations and provisions of this ARTICLE FOURTH, the Board
of Directors may prescribe the manner, terms and conditions upon which Preferred
Shares shall be called for redemption or redeemed.
FIFTH: The amount of capital with which the corporation will commence
business is One Thousand Dollars ($1,000.00).
SIXTH: The name and place of residence of each of the incorporators are as
follows:
Names Addresses
----- ---------
L. E. Gray Wilmington, Delaware
----------------------- ----------------------------------
L. H. Herman Wilmington, Delaware
----------------------- ----------------------------------
Walter Lens Wilmington, Delaware
----------------------- ----------------------------------
SEVENTH: The corporation is to have perpetual existence.
EIGHTH: The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever.
NINTH: (1) The stockholders and directors of the corporation shall have
power, if the By-Laws so provide, to hold their meetings either within or
without the State of Delaware, and to have one or more offices and places of
business either within or without the State of Delaware in addition to the
principal office in Delaware.
-36-
(2) Each holder of record of shares, whether preferred or common, shall be
entitled to one vote for each share standing in his name on the books of the
corporation, at all meetings of stockholders and for all purposes; subject,
nevertheless, to the right of the Board of Directors to close the stock transfer
books of the corporation prior to any meeting, or to fix in advance a record
date for the determination of stockholders entitled to notice of, or to vote at,
any meeting, or to consent, for any purpose.
(3) An election of directors need not be by ballot unless requested by a
stockholder entitled to vote at the election.
TENTH: No holder of shares of the corporation of any class shall be
entitled as such, as a matter of right, to subscribe for or purchase shares of
any class whatsoever now or hereafter authorized, or to purchase or subscribe
for securities convertible into or exchangeable for shares of the corporation,
or to which shall be attached or appertain any warrants or rights entitling the
holder thereof to subscribe for or purchase shares; and the holders of shares of
the corporation, of any class, shall have only such rights of subscription or
purchase, if any, at such price or prices and upon such terms and conditions as
the Board of Directors in its discretion may from time to time determine.
ELEVENTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors is expressly
authorized:
(1) Subject to any limitations that may be imposed by the
stockholders, to make, alter, amend and repeal by-laws of the
corporation, but any by-laws made by the Board of Directors or
stockholders may be altered, amended or repealed by the
stockholders at any annual meeting, or at any special meeting,
the notice of which includes notice of such proposed alteration,
amendment or repeal.
(2) To fix and determine, and to vary the amount of working
capital of the corporation; to determine whether any, and if any,
what part, of its net assets or surplus, however created or
arising, shall be used or disposed of or declared in
-37-
dividends or paid to stockholders, to use and apply such net
assets or surplus, or any part thereof, at any time or from time
to time, in the purchase or acquisition of shares of any class,
to such extent or amount and in such manner and upon such terms
as the Board of Directors shall deem expedient.
(3) Without the assent or vote of the stockholders, to borrow
money without limit as to amount, to authorize and issue
obligations of the corporation, secured or unsecured, upon such
terms and conditions as the Board of Directors shall deem
expedient, and to authorize the mortgaging or pledging as
security therefor of any property of the corporation, real or
personal, including after acquired property.
(4) From time to time to determine whether and to what
extent, and at what times and places, and under what conditions
and regulations, accounts, books and records of the corporation
(except such as may by the Delaware Corporation law be
specifically made open to inspection ), or any of them, shall be
open to the inspection of stockholders.
TWELFTH: A director of this corporation shall not be disqualified by his
office from dealing or contracting with the corporation as a vendor, purchaser,
employee, agent or otherwise; nor shall any transaction or contract or act of
this corporation be void or voidable, or in any way affected or invalidated, by
reason of the fact that any director or any firm of which any director is a
member, or any corporation of which any director is a shareholder or director,
is in any way interested in such transaction or contract or act, provided the
fact that such director, or such firm, or such corporation, is so interested,
shall be disclosed or shall be known to the Board of Directors or such members
thereof as shall be present at any meeting of the Board of Directors at which
action upon any such contract or transaction or act shall be taken; nor shall
any such director be liable to account to the corporation for any gains or
profits realized by or from or through any such transaction or contract or act
of this corporation, by reason of the fact that he or any firm of which he is a
member, or any corporation of which he is a shareholder or director, is
interested in such transaction or contract or act; and any such director may be
counted in determining the existence of a quorum at any meeting
-38-
of the Board of Directors of the corporation which shall authorize any such
contract or transaction or act, and may vote to authorize, ratify or approve any
such contract or transaction or act with like force and effect as if he, or any
firm of which he is a member, or any corporation of which he is a shareholder or
director, were not interested in such transaction or contract or act.
THIRTEENTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by Law; and all rights conferred on officers,
directors and stockholders herein are granted subject to this reservation.
WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation to do business both within and without
the State of Delaware, and in pursuance of the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that the facts herein stated are true; and accordingly hereto have set our
respective hands and seals this 18th day of November, 1938.
L.E. GRAY (SEAL)
----------------------------------
L.H. HERMAN (SEAL)
----------------------------------
WALTER LENZ (SEAL)
----------------------------------
In the presence of :
Harold E. Grantland
STATE OF DELAWARE )
) ss.
COUNTY OF NEW CASTLE )
-39-
Before me, a notary public in and for the county and state aforesaid,
personally appeared L. E. Gray, L. H. Herman, and Walter Lenz, all of the
incorporators in the foregoing Certificate of Incorporation, known to me
personally to be such, each of whom acknowledged the signing of the said
Certificate to be his own free act and deed, and that the facts therein stated
are truly set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 18th
day of November, 1938.
________________________________________
Notary Public; County of New Castle
State of Delaware
Harold E. Grantland
Notary Public
Appointed Jan. 11, 1937
State of Delaware Term Two Year
-40-