Exhibit 3.1
AMENDED ARTICLES OF INCORPORATION
OF
SPARTON CORPORATION
ARTICLE I
The name of said corporation shall be SPARTON CORPORATION.
ARTICLE II
Said corporation is to be located at Cleveland, in Cuyahoga County, Ohio.
ARTICLE III
Said corporation is formed for the following purposes:
1. To engage in any manufacturing business, including without limiting the
generality of said purpose, the manufacture and sale of automobile parts and
accessories and other metal parts and metal products of every kind and
description, the manufacture and sale of radio and television and other
electronic products, parts and equipment of every kind and description, and the
manufacture and sale of cabinets, furniture and other wood and wooden products
and plastics and plastic products of every kind and description.
2. To purchase, lease, establish, or otherwise acquire, maintain,
operate, sell or otherwise dispose of broadcasting stations of all kinds for the
purpose of broadcasting, transmitting and disseminating information, music,
entertainment and advertisement of every kind, by radio, television, telephone,
or by any other means that have been or may hereafter be discovered or invented
for the receipt, transmission, delivery and conveyance of the same.
3. To produce, extract, manufacture, process, refine, purchase or
otherwise acquire, sell, deal in, transport, distribute and market coal, oil,
gas, lumber, minerals and metals, chemicals and chemical compositions, of every
kind and description and the products and by-products thereof.
4. To purchase, lease, exchange or otherwise acquire, sell, mortgage and
deal in oil, gas mineral and mining lands, properties, claims, leases and
rights, timber and lumber properties, oil and gas wells; and to explore, drill,
develop and operate such land, properties, mines and wells.
5. To manufacture, process, purchase, sell and generally to trade in,
deal in and with goods, wares and merchandise of every kind and description, and
to engage in and participate in any manufacturing or mercantile business of
every kind and description.
6. To acquire by purchase, exchange, lease or otherwise, and to own,
hold, use, develop and operate, and to sell, assign, lease, transfer, convey,
exchange, mortgage, pledge, or otherwise dispose of, deal in and with real
estate, lands, options, grants, mineral, oil and gas rights and royalties of
every kind and description, and personal property, chattels and choses in action
of every kind and description.
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7. To apply for, register, purchase, lease or take licenses under or
otherwise acquire, hold, own, use, develop and grant licenses for, and to sell,
assign, mortgage, pledge or otherwise dispose of patents, inventions,
copyrights, designs, trademarks, trade names, processes, formulae and devices.
8. To acquire by purchase, lease, contract or otherwise, the whole or any
part of the property, assets, business and control of any person, firm,
association or corporation, either for cash or for stock, bonds, notes, or other
obligations or securities of the corporation or for property of the corporation;
to hold, operate, liquidate, sell or in any manner dispose of the whole or any
part thereof; and in connection therewith, to assume or guarantee performance of
any liabilities or contracts of such person, firm, association or corporation.
9. To conduct and carry on any experimental, research or development
work, incident to the foregoing or otherwise.
The foregoing enumeration shall not limit or restrict in any manner the
powers or authority which the corporation is or may be permitted to exercise
under the laws of the State of Ohio; provided however that nothing contained
herein shall be construed as authorizing the corporation to carry on the
business of a public utility or common carrier.
ARTICLE IV
The capital stock of said corporation shall be as follows:
(a) The total number of shares of Common Stock which the Company shall
have authority to issue is Fifteen Million (15,000,000) shares of Common Stock,
par value $1.25 per share.
(b) Two Hundred Thousand (200,000) shares of Serial Preferred Stock,
without par value, to have the following terms and provisions:
Section 1. The Serial Preferred Stock may be issued from time to
time in series. Each share of Serial Preferred Stock of any one series shall be
identical with each other in all respects, except as to the date from which
dividends thereon shall be cumulative. All shares of Serial Preferred Stock
shall rank equally and shall be identical, except in respect of the terms which
may be fixed by the Board of Directors as hereinafter provided. Subject to the
provisions of Sections 2 to 9, both inclusive, of this Subdivision (b), which
provisions shall apply to all shares of Serial Preferred Stock, of all series,
the Board of Directors is hereby authorized to cause such shares of Serial
Preferred Stock to be issued in one or more series and with respect to each such
series prior to the issuance thereof to fix:
(a) The designation of the series, which may be by
distinguishing number, letter or title.
(b) The number of shares of the series, which number the Board of
Directors may increase or decrease, except where otherwise provided in
the creation of the series.
(c) The dividend rate of the series.
(d) The dates at which dividends, if declared, shall be payable,
and the dates from which dividends shall be cumulative.
(e) The liquidation price of the series.
(f) The redemption rights and price or prices, if any, for
shares of the series.
(g) The terms and amount of any sinking fund provided for the
purchase or redemption of shares of the series.
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(h) Whether the shares of the series shall be convertible into
common stock, and if so, the conversion rate or rates or price or prices
and the adjustments thereof, if any, and all other terms and conditions
upon which such conversion may be made.
(i) Restrictions (in addition to those set forth in Sections 6(b)
and 6(c) of this Subdivision (b) on the issuance of shares of the same
series or of any other class or series.
The Board of Directors is authorized to adopt from time to time
amendments to the Articles of Incorporation or Amended Articles of
Incorporation of the Corporation fixing, with respect to each such
series, the matters specified in clauses (a) to (i) both inclusive of
this Section 1.
Section 2. The holders of Serial Preferred Stock of each series,
in preference to the holders of common stock and any other class of shares
ranking junior to the Serial Preferred Stock, shall be entitled to receive out
of any funds legally available and when and as declared by the Board of
Directors cash dividends at the rate (and no more) for such series fixed in
accordance with the provisions of Section 1 of this Subdivision (b), payable
quarterly on the dates fixed for such series. Such dividends shall be
cumulative, in the case of shares of each particular series, from and after the
date or dates fixed with respect to such series. No dividends may be paid upon
or declared and set apart for any of the Serial Preferred Stock for any
quarterly dividend period unless at the same time a like proportionate dividend
for the same quarterly dividend period, ratably in proportion to the respective
annual dividend rates fixed therefore, shall be paid upon or declared or set
apart for all Serial Preferred Stock of all series then outstanding and entitled
to receive such dividend.
Section 3. So long as any Serial Preferred Stock is outstanding,
no dividend, except a dividend payable in common stock or any other shares of
the Corporation ranking junior to the Serial Preferred Stock, shall be paid or
declared or any distribution be made except as aforesaid on the common stock or
any other shares of the Corporation ranking junior to the Serial Preferred
Stock, nor shall any common stock or any other shares of the Corporation ranking
junior to the Serial Preferred Stock be purchased, retired or otherwise acquired
by the Corporation (except out of the proceeds of the sale of common stock or
any other shares of the Corporation ranking junior to the Serial Preferred Stock
received by the Corporation subsequent to June 30, 1968):
(a) Unless all accrued and unpaid dividends on the Serial
Preferred Stock, including the full dividends for the current quarterly
dividend period, shall have been declared and paid or a sum sufficient
for payment thereof set apart; and
(b) Unless there shall be no default with respect to the
redemption of Serial Preferred Stock of any series from, and no default
with respect to any required payment into, any sinking fund provided for
shares of such series in accordance with the provisions of Section 1 of
this Subdivision (b).
Section 4.
(a) Subject to the express terms of each series and to the
provisions of Section 6(b)(iii) of this Subdivision (b), the Corporation
(i) may from time to time redeem all or any part of the Serial Preferred
Stock of any series at the time outstanding at the option of the Board of
Directors at the applicable redemption price for such series fixed in
accordance with the provisions of Section 1 of this Subdivision (b), or
(ii) shall from time to time make such redemptions of the Serial
Preferred Stock as may be required to fulfill the requirements of any
sinking fund provided for shares of such series at the applicable sinking
fund redemption price fixed in accordance with the provisions of Section
1 of this Subdivision (b), together in each case withaccrued and unpaid
dividends to the redemption date.
(b) Notice of every such redemption shall be mailed, by first
class mail, postage prepaid, to the holders of record of the Serial
Preferred Stock to be redeemed at their respective addresses then
appearing on the books of the Corporation, not less than thirty (30) nor
more than sixty (60) days prior to the date fixed for such redemption. At
any time before or after notice has been given as above provided, the
Corporationmay deposit the aggregate redemption price of the shares of
Serial Preferred Stock to be redeemed, together with accrued and unpaid
dividends thereon to the redemption date, with any bank or trust company
in New York, New York, Cleveland, Ohio, Chicago, Illinois, or Grand
Rapids, Michigan, having capital and surplus of more than Five Million
Dollars ($5,000,000),
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named in such notice, directed to be paid to the respective holders of the
shares of Serial Preferred Stock so to be redeemed, in amounts equal to the
redemption price of all shares of Serial Preferred Stock so to be redeemed,
together with accrued and unpaid dividends thereon to the redemption date, on
surrender of the stock certificate or certificates held by such holders, and
upon the giving of such notice and the making of such deposit such holders shall
cease to be shareholders with respect to such shares, and after such notice
shall have been given and such deposit shall have been made such holders shall
have no claim against the Corporation with respect to such shares except only to
receive such money from such bank or trust company without interest or the right
to exercise, before the redemption date, any unexpired rights of conversion. In
case less than all of the outstanding shares of Serial Preferred Stock are to be
redeemed, the Corporation shall select by lot the shares so to be redeemed in
such manner as shall be prescribed by its Board of Directors.
If the holders of shares of Serial Preferred Stock which shall
have been called for redemption shall not, within six years after such deposit,
claim the amount deposited for the redemption thereof, any such bank or trust
company shall, upon demand, pay over to the Corporation such unclaimed amounts
and thereupon such bank or trust company and the Corporation shall be relieved
of all responsibility in respect thereof and to such holders.
(c) Any shares of Serial Preferred Stock which are redeemed by the
Corporation pursuant to the provisions of this Section 4 of this Subdivision (b)
and any shares of Serial Preferred Stock which are purchased and delivered in
satisfaction of any sinking fund requirements provided for shares of such series
and any shares of Serial Preferred Stock which are converted in accordance with
their express terms shall be cancelled and not reissued. Any shares of Serial
Preferred Stock otherwise acquired by the Corporation shall be restored to the
status of authorized and unissued shares of Serial Preferred Stock without
serial designation.
Section 5.
(a) The holders of Serial Preferred Stock of any series shall, in case of
liquidation, dissolution or winding up of the Corporation, be entitled to
receive in full out of the assets of the Corporation, including its capital,
before any amount shall be paid or distributed among the holders of common stock
or any other shares ranking junior to the Serial Preferred Stock, the amounts
fixed with respect to shares of such series in accordance with Section 1 of this
Subdivision (b), plus in any such event an amount equal to all dividends accrued
and unpaid thereon to the date of payment of the amount due pursuant to such
liquidation, dissolution or winding up of the Corporation. In case the net
assets of the Corporation legally available therefore are insufficient to permit
the payment upon all outstanding shares of Serial Preferred Stock of the full
preferential amount to which they are respectively entitled, then such net
assets shall be distributed ratably upon outstanding shares of Serial Preferred
Stock in proportion to the full preferential amount to which each such share is
entitled.
After payment to holders of Serial Preferred Stock of the full
preferential amounts as aforesaid, holders of Serial Preferred Stock as such
shall have no right or claim to any of the remaining assets of the Corporation.
(b) The merger or consolidation of the Corporation into or with any other
corporation, or the merger of any other corporation into it, or the sale, lease,
or conveyance of all or substantially all of the property or business of the
Corporation, shall not be deemed to be a dissolution, liquidation or winding up
of the Corporation for the purposes of this Section 5 of this Subdivision (b).
Section 6.
(a) The holders of Serial Preferred Stock shall be entitled to one vote
for each share of such stock upon all matters presented to shareholders; and,
except as otherwise provided herein or required by law, the holders of Serial
Preferred Stock and the holders of common stock shall vote together as one class
on all matters.
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If, and so often as, the Corporation shall be in default in the
payment of the equivalent of six quarterly dividends (whether or not
consecutive) on any series of Serial Preferred Stock at any time outstanding,
whether or not earned or declared, the holders of Serial Preferred Stock of all
series voting separately as a class and in addition to all other rights to vote
for Directors shall thereafter be entitled to elect, as herein provided, two
members of the Board of Directors of the Corporation; provided, however, that
the special class voting rights provided for herein when the same shall have
become vested shall remain so vested until all accrued and unpaid dividends on
the Serial Preferred Stock of all series then outstanding shall have been paid,
whereupon the terms of the Directors elected by the holders of Serial Preferred
Stock shall terminate and the holders of Serial Preferred Stock shall be
divested of their special class voting rights in respect of subsequent elections
of Directors, subject to the revesting of such special class voting rights in
the event hereinabove specified in this Section 6(a).
In the event of default entitling the holders of Serial Preferred
Stock to elect two Directors as above specified, a special meeting of the
shareholders for the purpose of electing such Directors shall be called by the
Secretary of the Corporation upon written request of, or may be called by, the
holders of record of at least 10% of the shares of Serial Preferred Stock of all
series at the time outstanding, and notice thereof shall be given in the same
manner as that required for the annual meeting of shareholders; provided,
however, that the Corporation shall not be required to call such special meeting
if the annual meeting of the shareholders shall be held within ninety (90) days
after the date of receipt of the foregoing written request from the holders of
Serial Preferred Stock. At any meeting at which the holders of Serial Preferred
Stock shall be entitled to elect Directors, the holders of not less than
one-third of the outstanding shares of Serial Preferred Stock of all series,
present in person or by proxy, shall be sufficient to constitute a quorum, and
the vote of the holders of a majority of such shares so present at any such
meeting at which there shall be a quorum shall be sufficient to elect the
members of the Board of Directors which the holders of Serial Preferred Stock
are entitled to elect as hereinbefore provided.
The two Directors who may be elected by the holders of Serial
Preferred stock pursuant to the foregoing provisions shall be in addition to any
other Directors then in office or proposed to be elected otherwise than pursuant
to such provisions, and nothing in such provisions shall prevent any change
otherwise permitted in the total number of Directors of the Corporation or
require the resignation of any Director elected otherwise than pursuant to such
provisions.
(b) The affirmative vote or consent of the holders of at least two-thirds
of the then outstanding shares of Serial Preferred Stock, given in person or by
proxy, either in writing or at a meeting called for the purpose at which the
holders of Serial Preferred Stock shall vote separately as a class, shall be
necessary to effect any one or more of the following (but insofar as the holders
of Serial Preferred Stock are concerned, such action may be effected with such
vote or consent):
(i) Any amendment, alteration or repeal of any of the
provisions of the Articles of Incorporation or of the Regulations of
the Corporation which affects adversely the voting powers, rights or
preferences of the holders of Serial Preferred Stock; provided,
however, that for the purpose of this clause (i) only, neither the
amendment of the Articles of Incorporation of the Corporation to
authorize, or to increase the authorized or outstanding number of
shares of, Serial Preferred Stock or of any shares of any class ranking
on a parity with or junior to the Serial Preferred Stock, nor the
increase by the shareholders pursuant to the Regulations of the number
of Directors of the Corporation shall be deemed to affect adversely the
voting powers, rights or preferences of the holders of Serial Preferred
Stock; and provided further, that if such amendment, alteration or
repeal affects adversely the rights or preferences of one or more but
not all then outstanding series of Serial Preferred Stock, only the
affirmative vote or consent of the holders of a least two-thirds of the
number of the then outstanding shares of the series so affected shall
be required;
(ii) The authorization, or the increase in the authorized
number of any shares of any class ranking prior to the Serial Preferred
Stock; or
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(iii) The purchase or redemption (whether for sinking fund
purposes or otherwise) of less than all the then outstanding shares of
Serial Preferred Stock except in accordance with a purchase offer made
to all holders of record of Serial Preferred Stock, unless all
dividends on all Serial Preferred Stock then outstanding for all
previous quarterly dividend periods shall have been declared and paid
or funds therefore set apart and all accrued sinking fund obligations
applicable to all Serial Preferred Stock shall have been complied with.
(c) The affirmative vote or consent of the holders of at least a
majority of the then outstanding shares of Serial Preferred Stock, given
in person or by proxy, either in writing or at a meeting called for the
purpose at which the holders of Serial Preferred Stock shall vote
separately as a class, shall be necessary (but insofar as the holders of
Serial Preferred Stock are concerned such action may be effected with
such affirmative vote or consent) to authorize any shares ranking on a
parity with the Serial Preferred Stock or an increase in the authorized
number of shares of Serial Preferred Stock.
Section 7. No holder of Serial Preferred Stock of any series shall
be entitled as such as a matter of right to subscribe for or purchase any part
of any issue of shares of the Corporation, of any class whatsoever, or any part
of any issue of securities convertible into shares of the Corporation, of any
class whatsoever, and whether issued for cash, property, services, or otherwise.
Section 8. For the purposes of the Subdivision (b):
(a) Whenever reference is made to shares "ranking prior to the
Serial Preferred Stock," such reference shall mean and include all shares
of the Corporation, if any, in respect of which the rights of the holders
thereof as to the payment of dividends or as to distributions in the
event of a voluntary or involuntary liquidation, dissolution or winding
up of the Corporation are given preference over the rights of the holders
of Serial Preferred Stock.
(b) Whenever reference is made to shares "on a parity with the
Serial Preferred Stock," such reference shall mean and include all shares
of the Corporation in respect of which the rights of the holders thereof
as to the payment of dividends and as to distributions in the event of a
voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation rank on an equality with the rights of the
holders of Serial Preferred Stock.
(c) Whenever reference is made to shares "ranking junior to the
Serial Preferred Stock," such reference shall mean and include all shares
of the Corporation other than those referred to or defined under clauses
(a) and (b) of this Section 8 as shares "ranking prior to" or "on a
parity with" the Serial Preferred Stock.
ARTICLE V
No holder of shares of the Corporation of any class shall have any
pre-emptive right to purchase or have offered to them for purchase or subscribe
for any shares of the Corporation of any class or any part of any issue of
securities convertible into shares of the Corporation of any class, whether
issued or offered for cash, property, services or otherwise.
ARTICLE VI
The Corporation shall have the right, to the extent permitted by law, to
purchase, hold, sell and transfer shares of its own common stock from time to
time to such extent and in such manner and upon such terms as the Board of
Directors shall from time to time determine.
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ARTICLE VII
These Amended Articles of Incorporation shall supersede and take the
place of the existing Articles of Incorporation of the Corporation and all
amendments thereto.
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