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EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
HEDSTROM HOLDINGS, INC.
(Pursuant to Section 242 of the General
Corporation Law of the State of Delaware)
Hedstrom Holdings, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
does hereby certify as follows:
1. The name of the corporation is HEDSTROM HOLDINGS, INC.
2. The FOURTH Article of the Corporation's Restated
Certificate of Incorporation is hereby amended to read in its entirety as
follows:
FOURTH: The total number of shares of all classes of capital
stock which the Corporation shall have authority to issue is 150,000,000 shares
consisting of (a) 10,000,000 shares of a class designated as Preferred Stock,
par value $.01 per share ("Preferred Stock"), (b) 100,000,000 shares of a class
designated as Common Stock, par value $.01 per share ("Common Stock"), and (c)
40,000,000 shares of a class designated as Non-Voting Common Stock, par value
$.01 per share ("Non-Voting Common Stock").
The designations and the powers, preferences, rights,
qualifications, limitations, and restrictions of the Preferred Stock, the
Common Stock, and the Non-Voting Common Stock, are as follows:
1. Provisions Relating to the Preferred Stock.
(a) The Preferred Stock may be issued from time to time
in one or more classes or series, the shares of each class or series to have
such designations and powers, preferences, and rights, and qualifications,
limitations, and restrictions thereof, as are stated and expressed herein and
in the resolution or resolutions providing for the issue
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of such class or series adopted by the board of directors of the Corporation as
hereafter prescribed.
(b) Authority is hereby expressly granted to and vested
in the board of directors of the Corporation to authorize the issuance of the
Preferred Stock from time to time in one or more classes or series, and with
respect to each class or series of the Preferred Stock, to fix and state by the
resolution or resolutions from time to time adopted providing for the issuance
thereof the following:
(i) whether or not the class or series is to have
voting rights, full, special, or limited, or is to be without voting rights,
and whether or not such class or series is to be entitled to vote as a separate
class either alone or together with the holders of one or more other classes or
series of stock;
(ii) the number of shares to constitute the class
or series and the designations thereof;
(iii) the preferences, and relative, participating,
optional, or other special rights, if any, and the qualifications, limitations,
or restrictions thereof, if any, with respect to any class or series;
(iv) whether or not the shares of any class or
series shall be redeemable at the option of the Corporation or the holders
thereof or upon the happening of any specified event, and, if redeemable, the
redemption price or prices (which may be payable in the form of cash, notes,
securities, or other property), and the time or times at which, and the terms
and conditions upon which, such shares shall be redeemable and the manner of
redemption;
(v) whether or not the shares of a class or
series shall be subject to the operation of retirement or sinking funds to be
applied to the purchase or redemption of such shares for retirement, and, if
such retirement or sinking fund or funds are to be established, the annual
amount thereof, and the terms and provisions relative to the operation thereof;
(vi) the dividend rate, whether dividends are
payable in cash, stock of the Corporation, or other property, the conditions
upon which and the times when such dividends are payable, the preference to or
the relation to the payment of dividends payable on any other class or classes
or series of stock, whether or not such dividends
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shall be cumulative or noncumulative, and if cumulative, the date or dates from
which such dividends shall accumulate;
(vii) the preferences, if any, and the amounts
thereof which the holders of any class or series thereof shall be entitled to
receive upon the voluntary or involuntary dissolution of, or upon any
distribution of the assets of, the Corporation;
(viii) whether or not the shares of any class or
series, at the option of the Corporation or the holder thereof or upon the
happening of any specified event, shall be convertible into or exchangeable
for, the shares of any other class or classes or of any other series of the
same or any other class or classes of stock, securities, or other property of
the Corporation and the conversion price or prices or ratio or ratios or the
rate or rates at which such exchange may be made, with such adjustments, if
any, as shall be stated and expressed or provided for in such resolution or
resolutions; and
(ix) such other special rights and protective
provisions with respect to any class or series as may to the board of directors
of the Corporation seem advisable.
(c) The shares of each class or series of the Preferred
Stock may vary from the shares of any other class or series thereof in any or
all of the foregoing respects. The board of directors of the Corporation may
increase the number of shares of the Preferred Stock designated for any
existing class or series by a resolution adding to such class or series
authorized and unissued shares of the Preferred Stock not designated for any
other class or series. The board of directors of the Corporation may decrease
the number of shares of the Preferred Stock designated for any existing class
or series by a resolution subtracting from such class or series authorized and
unissued shares of the Preferred Stock designated for such existing class or
series, and the shares so subtracted shall become authorized, unissued, and
undesignated shares of the Preferred Stock.
2. Provisions Relating to the Common Stock and the
Non-Voting Common Stock.
(a) General. Except as otherwise provided herein,
or as otherwise provided by applicable law, all shares of Common Stock and
Non-Voting Common Stock shall have identical rights and privileges in every
respect.
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(b) Voting. The Common Stock will be fully voting stock
entitled to one vote per share with respect to all matters to be voted on by
the Corporation's stockholders. The Non-Voting Common Stock will have no
voting rights except as may be required under the General Corporation Law of
the State of Delaware. Except as expressly required under the General
Corporation Law of the State of Delaware, the Common Stock and the Non-Voting
Common Stock will vote together as a single class with respect to all matters
on which the holders of Non-Voting Common Stock shall be entitled to vote.
(c) Dividends. Subject to the prior rights and
preferences, if any, applicable to shares of the Preferred Stock or any class
or series thereof, the holders of Common Stock and Non-Voting Common Stock
shall be entitled to participate ratably, on a share-for share basis as if all
shares were of a single class, in (i) ordinary dividends payable in cash out of
the current earnings of the Corporation and (ii) dividends in shares of Common
Stock and Non-Voting Common Stock (or rights to subscribe for or purchase
shares of Common Stock and Non-Voting Common Stock, as applicable, or
securities or indebtedness convertible into shares of Common Stock and
Non-Voting Common Stock, as applicable); provided, however, that dividends
payable in shares of Common Stock (or rights to subscribe for or purchase
shares of Common Stock or securities or indebtedness convertible into shares of
Common Stock) shall be paid only on shares of Common Stock, and dividends
payable in shares of Non-Voting Common Stock (or rights to subscribe for or
purchase shares of Non-Voting Common Stock or securities or indebtedness
convertible into shares of Non-Voting Common Stock) shall be paid only on
shares of Non-Voting Common Stock.
(d) Conversion of Non-Voting Common Stock.
(A) Conversion Rights. Shares of Non-Voting
Common Stock may be converted into shares of Common Stock at the option of any
holder thereof at any time. For purposes of such conversion, each share of
Non-Voting Common Stock shall be convertible into one share of Common Stock.
(B) Conversion Procedure. Any holder of
Non-Voting Common Stock desiring to exercise such holder's option to convert
such Non-Voting Common Stock in accordance with the foregoing shall surrender
the certificate or certificates representing the Non-Voting Common Stock to be
converted, duly endorsed to the Corporation or in blank, at
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the principal executive office of the Corporation, and shall give written
notice to the Corporation at such office that such holder elects to convert the
number of shares represented by such certificate or certificates, or a
specified number thereof. As promptly as practicable after the surrender for
conversion of any Non-Voting Common Stock, the Corporation shall execute and
deliver or cause to be executed and delivered to the holder of such Non-Voting
Common Stock certificates representing the shares of Common Stock issuable upon
such conversion. In case any certificate or certificates representing shares
of Non-Voting Common Stock shall be surrendered for conversion for only a part
of the shares represented thereby, the Corporation shall execute and deliver to
the holders of the certificate or certificates for shares of Non-Voting Common
Stock so surrendered a new certificate or certificates representing the shares
of Non-Voting Common Stock not converted, dated the same date as the
certificate or certificates representing the Common Stock. Shares of the
Non-Voting Common Stock converted pursuant to the aforesaid shall be deemed to
have been converted immediately prior to the close of business on the date such
shares are duly surrendered for conversion, and the person or persons entitled
to receive the shares of Common Stock issuable upon such conversion shall be
treated for all purposes as the recordholder or holders of such shares of
Common Stock as of such date.
(C) Adjustments for Dividends on Converted
Shares. Any dividends declared but not paid on the shares of Non-Voting Common
Stock prior to conversion thereof into Common Stock shall be paid, on the
payment date, to the holder or holders entitled thereto, notwithstanding such
conversion; provided, however, that such holder or holders shall not be
entitled to receive the corresponding dividends declared but not paid on the
shares of Common Stock issuable upon such conversion.
(D) Stock Splits and Stock Dividends. The
Corporation shall treat the Common Stock and Non-Voting Common Stock
identically in respect of any subdivisions or combinations (for example, if the
Corporation effects a two-for-one stock split with respect to the Common Stock,
it shall at the same time effect a two-for-one stock split with respect to the
Non-Voting Common Stock).
(E) Reservation of Shares. The Corporation shall
at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for
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the purpose of effecting the conversion of Non-Voting Common Stock as herein
provided, such number of shares of Common Stock as shall from time to time be
sufficient to effect the conversion of all outstanding shares of Non-Voting
Common Stock and shall take all such corporate action as may be necessary to
assure that such shares of Common Stock may be validly and legally issued upon
conversion of all of the outstanding shares of Non-Voting Common Stock; and if,
at any time the number of authorized but unissued shares of Common Stock shall
not be sufficient to effect the conversion of the Non-Voting Common Stock, the
Corporation shall take such corporate action as may be necessary to increase
its authorized but unissued shares of Common Stock to such number of shares as
shall be sufficient for such purpose.
(F) Status of Converted Shares. Shares of
Non-Voting Common Stock which have been issued and have been converted into
Common Stock, repurchased, or reacquired in any other manner by the Corporation
shall become authorized and unissued shares of Non-Voting Common Stock.
(e) Liquidation. The holders of the Common Stock and
Non-Voting Common Stock shall share ratably on a share-for-share basis in all
distributions of assets pursuant to any voluntary or involuntary liquidation,
dissolution, or winding-up of the Corporation. For the purposes of this
subsection (e), neither the merger nor the consolidation of the Corporation
into or with another corporation or the merger or consolidation of any other
corporation into or with the Corporation, or the sale, transfer, or other
disposition of all or substantially all the assets of the Corporation, shall be
deemed to be a voluntary or involuntary liquidation, dissolution, or winding-up
of the Corporation.
3. General.
(a) Subject to the foregoing provisions of this
Certificate of Incorporation, the Corporation may issue shares of its Preferred
Stock, Common Stock and Non-Voting Common Stock from time to time for such
consideration (not less than the par value thereof) as may be fixed by the
board of directors of the Corporation, which is expressly authorized to fix the
same in its absolute and uncontrolled discretion subject to the foregoing
conditions. Shares so issued for which the consideration shall have been paid
or delivered to the Corporation shall be deemed fully paid stock and shall not
be liable to any further call or
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assessment thereon, and the holders of such shares shall not be liable for any
further payments in respect of such shares.
(b) The Corporation shall have authority to create and
issue rights and options entitling their holders to purchase shares of the
Corporation's capital stock of any class or series or other securities of the
Corporation, and such rights and options shall be evidenced by instrument(s)
approved by the board of directors of the Corporation. The board of directors
of the Corporation shall be empowered to set the exercise price, duration,
times for exercise, and other terms of such options or rights; provided,
however, that the consideration to be received for any shares of capital stock
subject thereto shall not be less than the par value thereof.
3. The foregoing amendment has been duly adopted in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.
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IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Amendment of Restated Certificate of Incorporation to be
executed on this 6th day of June, 1997.
HEDSTROM HOLDINGS, INC.
By: /s/ ALAN PLOTKIN
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Name: Alan Plotkin
Title: Secretary
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