AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SAFARI LAND LTD., INC.
(Corporation No. 468474)
NEALE A. PERKINS and PAUL N. RISINGER certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of SAFARI LAND LTD., INC., a California corporation (Corporation
No. 468474).
2. The following amendment to the Articles of Incorporation of said
corporation has been approved by the Board of Directors of the corporation: "The
Articles of Incorporation of this corporation are amended and restated to read
as follows:
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SAFARI LAND LTD., INC.
I
Name
The name of the corporation is SAFARI LAND LTD., INC.
II
Purpose
The purpose of this corporation is to engage in any lawful
act or activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the trust company
business or the practice of a profession permitted to be incorporated by the
California Corporations Code.
III
Governing Law
This corporation elects to be governed by all of the provisions of the General
Corporation Law of California effective January 1, 1977, not otherwise
applicable to it under Chapter 23 thereof.
IV
Classes And Series Of Shares
This corporation is authorized to issue two classes of shares designated
respectively "Common Stock" (sometimes referred to as "Common Shares") and
"Preferred Stock" (sometimes referred to as "Preferred Shares").
The Common Stock of the corporation may be issued from time to time in two
series designated, respectively, Series A, of which the corporation is
authorized to issue 2,000,000 shares, and Series B, of which the corporation is
authorized to issue 2,000,000 shares. The rights, preferences, privileges, and
restrictions of Series A and Series B shall be equal and identical in all
respects except that, unless and otherwise provided by law, the holders of
shares of Series A shall have and possess the exclusive right to notice of
Shareholders'
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meetings and the exclusive voting rights and power and the holders of shares of
Series B shall not be entitled to notice of any Shareholders' meetings or to
vote upon the election of Directors or upon any other matters. Upon the
effective date hereof, each outstanding share of Capital Stock of the par value
of $1.00 per share is hereby reclassified and reconstituted as one share of
Common Stock, Series A, without stated value.
The number of share of Preferred Stock which the corporation may issue from time
to tine is 100,000.
V
Preferred Stock Preferences
The rights, preferences, privileges, and restrictions granted or imposed upon
the share of Preferred Stock or the holders thereof are as follows:
(a) Dividends. Any Preferred Shares issued by the corporation
shall be entitled to receive dividends on a noncumulative basis as set forth in
subparaqraph (1) below until December 31, 1982 and, thereafter, on a cumulative
basis as set forth in subparagraph (2) below.
(1) noncumulative Dividend Provisions. Prior to December 31,
1982, as set forth in paragraph (a) ("Dividends") above, the holders of
outstanding Preferred Shares shall be entitled to receive in any fiscal year,
when and as declared
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by the Board of Directors, out of any assets at the time legally available
therefor, dividends in cash at the rate of $9.50 per Preferred Share per annum,
before any dividend is paid on Common Shares. Such dividend may be payable
quarterly or otherwise as the Board of Directors may from time to time
determine. Dividends may be declared and paid upon Common Shares in any fiscal
year of the corporation only if dividends shall have been paid to or declared
and set apart upon all Preferred Shares at such annual rate for each quarter of
such fiscal year of the corporation including the quarter in which such
dividends upon Common Shares are declared. The right to such dividends on
Preferred Shares shall not be cumulative, and no right shall accrue to holders
of Preferred Shares by reason of the fact that dividends on said shares are not
declared in any prior year, nor shall any undeclared or unpaid dividend bear or
accrue interest.
(2) Cumulative Dividend Provisions. After December 31, 1982, as
set forth in paragraph (a) ("Dividends") above, the holders of the outstanding
Preferred Shares shall be entitled to receive, when and as declared by the Board
of Directors of the corporation, out of any assets at the time legally available
therefor, dividends in cash at the rate of $9.50 per Preferred Share per annum,
and no more, payable in cash quarterly on the 15th days of November, February,
May, and August for the calendar quarter immediately preceding each such month.
Such dividends shall accrue on each such
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share from the date of its original issuance and shall accrue from day to day,
whether or not earned or declared. Such dividends shall be cumulative so that if
such dividends in respect of any previous quarterly dividend period at said rate
per share per annum shall not have been paid on or declared and set apart for
all Preferred Shares at the time outstanding, the deficiency shall be fully
paid on or declared and set apart for such shares before the corporation makes
any distribution (as hereinafter defined) to holders of Common Shares.
"Distribution" in this paragraph (a)(2) means the transfer of cash or property
without consideration, whether by way of dividend or otherwise (except a
dividend in shares of the corporation) or the purchase or redemption of shares
of the corporation for cash or property, including any such transfer, purchase,
or redemption by a subsidiary of the corporation. The time of any distribution
by way of dividend shall be the date of declaration thereof and the time of
any distribution by purchase or redemption of shares shall be the day cash or
property is transferred by the corporation, whether or not pursuant to a
contract of an earlier date; provided that where a negotiable debt security is
issued in exchange for shares the time of the distribution is the date when the
corporation acquires the shares in such exchange.
(b) Liquidation. In the event of a voluntary or involuntary
liquidation, dissolution, or winding up of the corporation, the holders of
Preferred Shares shall be entitled to receive out of the assets of the
corporation, whether such
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assets are capital or surplus of any nature, an amount equal to $105.00 per
Preferred Share and a further amount equal to any cumulative, but not
noncumulative, dividends accrued and unpaid thereon, as provided in paragraph
(a), subparagraph (2), of this Article V, to the date that payment is made
available to the holders of Preferred Shares, whether earned or declared or not,
and no more, before any payment shall be made or any assets distributed to the
holders of Common Shares.
If upon such liquidation, dissolution, or winding up, the assets thus
distributed among the holders of the Preferred Shares shall be insufficient to
permit the payment to such Shareholders of the full preferential amounts
aforesaid, then the entire assets of the corporation to be distributed shall be
distributed ratably among the holders of Preferred Shares.
In the event of any voluntary or involuntary liquidation, dissolution,
or winding up of the corporation, subject to all of the preferential rights of
the holders of Preferred Shares on distribution or otherwise, the holders of
Common Shares shall be entitled to receive, ratably, all remaining assets of the
corporation.
A consolidation or merger of the corporation with or into any other
corporation or corporations, or a sale of all or substantially all of the assets
of the corporation, shall not be deemed to be a liquidation, dissolution, or
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winding up within the meaning of this paragraph (b).
(c) Voting. The holders of the Series A Common Shares issued and
outstanding, except as otherwise provided by law or by these Articles Of
Incorporation, shall have and possess the exclusive right to notice of
Shareholders' meetings, and the exclusive voting rights and powers, and the
holders of Preferred Shares shall not be entitled to notice of any Shareholders'
meetings, or to vote upon the election of Directors or upon any other matter.
If, however, at such time as dividends are cumulative as hereinabove provided
and at any time three (3) or more quarterly dividends, whether consecutive or
not, on the Preferred Shares shall be in arrears, in whole or in part, the
holders of Preferred Shares as a class shall be entitled to elect the smallest
number of Directors which will constitute a majority of the authorized number of
Directors, and the holders of Series A Common Shares as a class shall be
entitled to elect the remaining members of the Board of Directors. At such time
as all dividends accrued on the outstanding Preferred Shares have been paid or
declared and set apart for payment, the rights of the holders of Preferred
Shares to vote as provided in this paragraph (c) shall cease, subject to renewal
from time to time upon the same terms and conditions.
At any time after the voting power to elect a majority of the
Board of Directors shall have become vested
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in the holders of the Preferred Shares as provided in this paragraph (c), the
Secretary of the corporation may, and upon the request of the record holders of
at least fifty-one percent (51%) of the Preferred Shares then outstanding
addressed to the Secretary at the principal executive office of the corporation
shall, call a special meeting of the holders of Preferred Shares and of Series A
Common Shares for the election of Directors, to be held at the place and upon
the notice provided in the Bylaws of the corporation for the holding of annual
meetings. If such meeting shall not be so called within ten (10) days after
personal service of the request, or within fifteen (15) days after mailing of
the same by registered mail within the United States of America, then a person
designated by the record holders of at least fifty-one percent (51%) of the
Preferred Shares then outstanding may call such meeting at the place and upon
the notice above provided, and for that purpose shall have access to the stock
books of the corporation. At any meeting so called or at any annual meeting held
while the holders of the Preferred Shares have the voting power to elect a
majority of the Board of Directors, the holders of a majority of the then
outstanding Preferred Shares, present in person or by proxy, shall be sufficient
to constitute a quorum for the election of Directors as herein provided. The
terms of office of all persons who are Directors of the corporation at the time
of such meeting shall terminate upon the election at such meeting by the holders
of
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the Preferred Shares of the number of Directors they are entitled to elect, and
the persons so elected as Directors by the holders of the Preferred Shares,
together with such persons, if any, as may be elected as Directors by the
holders of the Series A Common Shares, shall constitute the duly elected
Directors of the corporation. In the event the holders of the Series A Common
Shares fail to elect the number of Directors which they are entitled to elect at
such meeting, additional Directors may be appointed by the Directors elected by
the holders of Preferred Shares.
Whenever the voting rights of holders of Preferred Shares shall cease
as hereinabove in this paragraph (c) provided, the term of office of all persons
who are at the time Directors of the corporation shall terminate upon the
election of their successors by the holders of the Series A Common Shares.
(d) Protective Provisions. So long as any of the Preferred Shares
shall be outstanding the corporation shall not without first obtaining the
approval (by vote or written consent, as provided by law) of the holders of at
least fifty-one percent (51%) of the total number of Preferred Shares
outstanding:
(1) Alter or change the right, preferences, or privileges of the
Preferred Shares so as materially adversely to affect the Preferred Shares; or
(2) Increase the authorized number of Preferred
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Shares; or
(3) Create any new class of shares having preferences over or
being on a parity with the Preferred Shares as to dividends or assets, unless
the purpose of creation of such class is, and the proceeds to be derived from
the sale and issuance thereof are to be used for, the retirement of all
Preferred Shares then outstanding; or
(4) Purchase any Common Shares; or
(5) Merge or consolidate with any other corporation, except into
or with a wholly owned subdidiary corporation with the requisite Shareholder
approval; or
(6) Sell, convey, or otherwise dispose of, or create or incur any
mortgage, lien, charge, or encumbrance on or security interest in or pledge of,
or sell and leaseback, all or substantially all of the property or business of
the corporation; or
(7) Incur, assume, or guarantee any indebtedness (other than such
as may be represented by the obligation to pay rent under leases) maturing more
than eighteen (18) months after the date on which it is incurred, assumed, or
guaranteed by the corporation, except purchase money obligations, obligations
assumed as part of the price of property purchased, or the extension, renewal,
or refunding of any thereof.
Dated: , 1979.
---------
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3. The foregoing amendment was approved by the required vote of
Shareholders in accordance with Section 902 of the Corporations Code. The total
number of outstanding shares entitled to vote with respect to the amendment was
Sixty Thousand (60,000) and a favorable vote of a majority of such shares is
required to approve the amendment, and the number of shares voting in favor of
the amendment exceeded such required vote.
/s/ Neale A. Perkins
---------------------------
NEALE A. PERKINS, President
/s/ Paul N. Risinger
---------------------------
PAUL N. RISINGER, Secretary
Each of the undersigned declares under penalty of perjury that the
matters set forth in the foregoing Certificate are true and correct. Executed at
Monrovia, California on _______________, 19__.
/s/ Neale A. Perkins
---------------------------
NEALE A. PERKINS
/s/ Paul N. Risinger
---------------------------
PAUL N. RISINGER
[SEAL]
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