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EXHIBIT 3.2
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EXHIBIT 3.2
ARTICLES OF AMENDMENT
OF
WSMP, INC.
Pursuant to Section 55-6-02 of the
General Statutes of North Carolina
The undersigned does hereby certify (i) that the following resolutions
were duly adopted by the Board of Directors of WSMP, Inc., a North Carolina
corporation (the "Corporation"), at a meeting of said Board of Directors duly
convened and held on August 28, 1997, at which a quorum was present and acting
throughout, (ii) that the Restated Charter of the Corporation has been amended
accordingly and (iii) that, at the date hereof, no shares of Preferred Stock of
the Corporation have been issued.
RESOLUTIONS OF THE BOARD OF DIRECTORS OF WSMP, INC.
WHEREAS, Article IV of the Restated Charter of the Corporation
expressly authorizes the Board of Directors of the Corporation to provide for
the issuance of shares of Preferred Stock of the Corporation ("Preferred
Stock") in one or more series, with each such series to have such designations,
preferred, relative, participating, optional and other special rights, and such
qualifications, limitations and other restrictions, as the Board of Directors
may authorize; and
WHEREAS, in the judgment of the Board of Directors, it is advisable
and in the best interests of the Corporation to establish a series of Preferred
Stock designated "Junior Participating Preferred Stock, Series A," the number
of shares of which shall be 100,000.
NOW, THEREFORE, BE IT RESOLVED, that, pursuant to Article IV of the
Restated Charter of the Corporation, the Board of Directors of the Corporation
does hereby establish a series of Preferred Stock of the Corporation designated
"Junior Participating Preferred Stock, Series A" (the "Series A Preferred"),
and the number of shares constituting such series shall be 100,000, with the
following designations, preferred, relative, participating, optional and other
special rights and qualifications, limitations and other restrictions:
1. No Dividend or Distribution Rights. The holders of shares of
Series A Preferred shall have no right to any dividends thereon or other
distributions in respect thereof, except pursuant to Section 5.
2. Voting Rights. The holders of shares of Series A Preferred shall
have the following voting rights:
(A) Each one-hundredth of a share of Series A Preferred shall
entitle the holder thereof to one vote on all matters submitted to a vote of
the shareholders of the Corporation.
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(B) The holders of shares of Series A Preferred and the holders
of shares of Common Stock shall vote together as one class on all matters
submitted to a vote of the shareholders of the Corporation.
(C) Except as otherwise provided herein, the holders of shares
of Series A Preferred shall have no voting rights and their consent shall not
be required for taking any corporate action.
3. No Redemption, Conversion or Exchange Rights. The shares of
Series A Preferred shall not be redeemable, convertible or exchangeable for
consideration of any kind or in any amount at the option of any holder or
holders thereof.
4. Reacquired Shares. Any shares of Series A Preferred purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and cancelled 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.
5. Liquidation, Dissolution or Winding Up. Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made (1)
to the holders of shares ranking junior (upon liquidation, dissolution or
winding up) to the Series A Preferred unless, prior thereto, the holders of
shares of Series A Preferred shall have received an aggregate amount per share,
subject to the provisions for adjustment hereinafter set forth, not less than
100 times the aggregate amount to be distributed per share to the holders of
Common Stock, or (2) to the holders of shares ranking on a parity (upon
liquidation, dissolution or winding up) with the Series A Preferred, except
distributions made ratably on the Series A Preferred and all other such parity
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 that the Corporation shall at any time declare or pay any dividend on
Common Stock payable in shares of Common Stock, or effect a subdivision,
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 were
entitled immediately prior to such event under the proviso in clause (l) of the
next 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 outstanding immediately prior to such event.
6. 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 changed into or exchanged for other shares or
securities, cash and/or any other property, then in any such case the shares of
Series A Preferred then outstanding shall concurrently be similarly changed or
exchanged in an amount per share (subject to the provisions for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of shares, other
securities, cash and/or 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 that the Corporation shall at any time declare or pay any dividend on
Common Stock payable in shares of Common Stock, or effect a subdivision,
combination or consolidation of the outstanding Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then in each such case the amount set forth in the next preceding
sentence with respect to the change or exchange of shares of Series A Preferred
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.
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7. Rank. The Series A Preferred shall rank junior to all other
series of the Preferred Stock as to the payment of dividends and the
distribution of assets, except for any and all such series whose terms specify
to the contrary.
8. Amendments. The Restated Charter of the Corporation shall not be
amended in any manner that would materially and adversely change the
designations, preferred, relative, participating, optional or other special
rights, or the qualifications, limitations or other restrictions, of the Series
A Preferred without the affirmative vote or consent of the holders of
two-thirds of the outstanding shares of Series A Preferred.
IN WITNESS WHEREOF, WSMP, Inc. has caused these Articles to be signed
and attested this 5th day of September, 1997.
WSMP, INC.
[Corporate Seal] By: /s/ David R. Clark
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Name: David R. Clark
Title: President
Attest:
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Name:
Title: