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EXHIBIT 3(i)
RESTATED CERTIFICATE OF INCORPORATION
OF
THE GEON COMPANY
It is hereby certified that:
FIRST: The present name of the corporation
(hereinafter called the "Corporation") is THE GEON COMPANY, which
is the name under which the Corporation was originally
incorporated; and the date of filing the original certificate of
incorporation of the Corporation with the Secretary of State of the
State of Delaware is February 11, 1993.
SECOND: The provisions of the certificate of
incorporation of the Corporation as heretofore amended and
supplemented, are hereby restated and integrated into the single
instrument which is hereinafter set forth, and which is entitled
RESTATED CERTIFICATE OF INCORPORATION OF THE GEON COMPANY without
any discrepancy between the provisions of the certificate of
incorporation as heretofore amended and supplemented, and the
provisions of said single instrument hereinafter set forth.
THIRD: The restatement of the Restated Certificate of
Incorporation herein certified has been duly adopted in accordance
with the provisions of Section 245 of the General Corporation Law
of the State of Delaware.
FOURTH: The certificate of incorporation of the
Corporation, as restated herein, shall at the effective time of
this Restated Certificate of Incorporation, read as follows:
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RESTATED CERTIFICATE OF INCORPORATION
OF
THE GEON COMPANY
___________________
FIRST: The name of the Corporation is:
THE GEON COMPANY
SECOND: The registered office of the Corporation in the State of
Delaware is located at 1209 Orange Street, City of Wilmington, County of
Newcastle. The name of its registered agent at such address is Corporation
Trust Company.
THIRD: The purpose of the Corporation is to engage, directly or
indirectly, in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware as from
time to time in effect.
FOURTH: The total authorized capital stock of the Corporation
shall be one hundred and ten million (110,000,000) shares consisting of one
hundred million (100,000,000) shares of common stock, par value ten cents
($.10) per share (the "Common Stock"), and ten million (10,000,000) shares of
series preferred stock, par value ten cents ($.10) per share (the "Series
Preferred Stock").
The preferences, relative, participating, optional or other
special rights, qualifications, limitations, restrictions, voting powers and
privileges of each class of the Corporation's capital stock shall be as
follows:
I. COMMON STOCK
(a) Issuance: Common Stock may be issued from time to time in
such amounts and for such purposes as shall be determined by the Board of
Directors of the Corporation.
(b) Voting Rights: Except as otherwise required by law and
the provisions of this Certificate of Incorporation and except as provided by
the resolution or resolutions of the Board of Directors creating or amending
any series
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of the Series Preferred Stock, the holders of the Common Stock of the
Corporation possess full voting power for the election of directors and for all
other purposes, and each holder thereof shall be entitled to one vote for each
share held by such holder.
(c) Dividends: Subject to the requirements of law, this
Certificate of Incorporation, as amended from time to time, and the resolution
or resolutions of the Board of Directors creating or modifying any series of
the Series Preferred Stock, the holders of Common Stock shall, after payment in
full of all dividends to which holders of the Series Preferred Stock shall be
entitled, be entitled to receive such dividends as and when the same may be
declared from time to time by the Board of Directors of the Corporation out of
funds legally available therefor.
(d) Liquidation: Subject to the requirements of law, this
Certificate of Incorporation, as amended from time to time, and the resolution
or resolutions of the Board of Directors creating or modifying any series of
the Series Preferred Stock, the holders of the Common Stock shall, in the event
of any liquidation, dissolution or other winding up of the Corporation, whether
voluntary or involuntary, and after all holders of the Series Preferred Stock
shall have been paid in full the amounts to which they respectively shall be
entitled, be entitled to receive all the remaining assets of the Corporation of
whatever kind, such assets to be distributed pro rata to the holders of the
Common Stock.
II. SERIES PREFERRED STOCK
(a) issuance: The Series Preferred Stock may be issued in such
one or more series as shall from time to time be created and authorized to be
issued by the Board of Directors as hereinafter provided.
(b) Authority Of the Board Of Directors: The Board of Directors
is hereby expressly authorized, by resolution or resolutions from time to time
adopted providing for the issuance of any series of the Series Preferred Stock,
to the extent not fixed by the provisions hereinafter set forth or otherwise
provided by law, to determine that any series of the Series Preferred Stock
shall be without voting powers and to fix and state the voting powers, full or
limited, if any, the designations, powers, preferences and relative,
participating, optional and other special rights, if any, of the shares of each
series of the Series Preferred Stock, and the qualifications, limitations and
restrictions thereof, including (but without limiting the generality of the
foregoing) any of the following:
(i) the number of shares to constitute such series (which number may
at any time, or from time to time, be increased or decreased by the
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Board of Directors, notwithstanding that shares of the series may be
outstanding at the time of such increase or decrease, unless the Board of
Directors shall have otherwise provided in creating such series) and the
distinctive name and serial designation thereof;
(ii) the annual dividend rate or rates and the date on which the
first dividend on shares of such series shall be payable and all subsequent
dividend payment dates;
(iii) whether dividends are to be cumulative or non-cumulative, the
participating or other special rights, if any, with respect to the payment of
dividends and the date from which dividends on all shares of such series
issued prior to the record date for the first dividend shall be cumulative
(such dividends shall be cumulative only if and to the extent set forth in a
certificate filed pursuant to law);
(iv) whether any series shall be subject to redemption and, if so,
the manner of redemption and the redemption price or prices for such series,
which may consist of a redemption price or scale of redemption prices appli-
cable only to redemption for a sinking fund (which terms as used in this
clause shall include any fund or provisions for the periodic purchase or
retirement of shares), and a different redemption price or scale of
redemption prices applicable to any other redemption;
(v) whether or not the shares of such series shall be subject to the
operation of a purchase, retirement or sinking fund, and, if so, whether such
purchase, retirement or sinking fund shall be cumulative or non-cumulative,
the extent to and the manner in which such fund shall be applied to the
purchase or redemption of the shares of such series for retirement or for
other corporate purposes and the terms and provisions relative to the
operation thereof;
(vi) the terms, if any, upon which shares of such series shall be
convertible into, or exchangeable for, or shall have rights to purchase or
other privileges to acquire shares of stock of any other class or of any
other series of the same or any other class, including the price or prices
or the rate or rates of conversion, exchange, purchase or acquisition and
the terms of adjustment, if any;
(vii) the limitations and restrictions, if any, to be effective while
any shares of such series are outstanding upon the payment of dividends or
making of other distributions on, and upon the purchase, redemption, or
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other acquisition of, the Common Stock or any other series or class of stock
of the Corporation ranking junior to the shares of such series, either as to
dividends or upon liquidation; and
(viii) the conditions or restrictions, if any, upon the creation of
indebtedness of the Corporation or upon the issuance of any additional
stock of any class (including additional shares of such series of the
Series Preferred Stock) ranking on a parity with or prior to the shares of
such series either as to dividends or upon liquidation.
Each share of each series of the Series Preferred Stock shall
have the same relative rights and be identical in all respect with all the
other shares of the same series, except that shares of any one series issued at
different times may differ as to the dates, if any, from which dividends
thereon shall be cumulative. Except as otherwise provided by law or specified
in this Article FOURTH, any series of the Series Preferred Stock may differ
from any other series with respect to any one or more of the voting powers,
designations, powers, preferences and relative, participating, optional and
other special rights, if any, and the qualifications, limitations and
restrictions thereof.
(c) Dividends: Before any dividends on any class of stock of the
Corporation ranking junior to the Series Preferred Stock (other than dividends
payable in shares of any class of stock of the Corporation ranking junior to
the Series Preferred Stock) shall be declared or paid or set apart for payment,
the holders of shares of each series of the Series Preferred Stock shall be
entitled to such cash dividends, but only when and as declared by the Board of
Directors out of funds legally available therefor, as they may be entitled to
in accordance with the resolution or resolutions adopted by the Board of
Directors providing for the issuance of such series, payable on such dates as
may be fixed in such resolution or resolutions.
(d) Liquidation: In the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, before any
payment or distribution of the assets of the Corporation shall be made to or
set apart for the holders of shares of any class of stock of the Corporation
ranking junior to the Series Preferred Stock, the holders of the shares of each
series of the Series Preferred Stock shall be entitled to receive payment of
the amount per share fixed in the resolution or resolutions adopted by the
Board of Directors providing for the issuance of the shares of such series,
plus an amount equal to all dividends accrued thereon to the date of final
distribution to such holders. If, upon any liquidation, dissolution or winding
up of the Corporation, the assets of the Corporation, or proceeds thereof,
distributable among the holders of the shares of the Series
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Preferred Stock shall be insufficient to pay in full the preferential amount
aforesaid, then such assets, or the proceeds thereof, shall be distributed
among such holders ratably in accordance with the respective amounts which
would be payable on such shares if all amounts payable thereon were paid in
full. For the purposes of this paragraph (d), the sale, conveyance, exchange
or transfer (for cash, shares of stock, securities or other consideration) of
all or substantially all of the property or assets of the Corporation or a
consolidation or merger of the Corporation with one or more corporations shall
not be deemed to be a dissolution, liquidation or winding up, voluntary or
involuntary.
(e) The term "junior stock", as used in relation to the Series
Preferred Stock, shall mean the Common Stock and any other class of stock of
the Corporation hereafter authorized which by its terms shall rank junior to
the Series Preferred Stock as to dividends and as to the distribution of assets
on liquidation.
(f) Before the Corporation shall issue any shares of the Series
Preferred Stock of any series authorized as hereinbefore provided, a
certificate setting forth a copy of the resolution or resolutions with respect
to such series adopted by the Board of Directors of the Corporation pursuant to
the foregoing authority vested in said Board shall be made, filed and recorded
in accordance with the then applicable requirements, if any, of the laws of the
State of Delaware, or, if no certificate is then so required, such certificate
shall be signed and acknowledged on behalf of the Corporation by its Chief
Executive Officer, President or a Vice-President and its corporate seal shall
be affixed thereto and attested by its Secretary or an Assistant Secretary and
such certificate shall be filed and kept on file at the registered office of
the Corporation in the State of Delaware and in such other place or places as
the Board of Directors shall designate.
(g) Shares of any series of the Series Preferred Stock which
shall be issued and thereafter acquired by the Corporation through purchase,
redemption, conversion or otherwise, shall return to the status of authorized
but unissued shares of the Series Preferred Stock of the same series unless
otherwise provided in the resolution or resolutions of the Board of Directors.
Unless otherwise provided in the resolution or resolutions of the Board of
Directors providing for the issuance thereof, the number of authorized shares
of stock of any such series may be increased or decreased (but not below the
number of shares thereof then outstanding) by resolution or resolutions of the
Board of Directors and the filing of a certificate complying with the
requirements referred to in subparagraph (f) above. In case the number of
shares of any such series of the Series Preferred Stock shall be decreased, the
shares representing such decrease shall, unless otherwise provided in the
resolution or resolutions of the Board of Directors providing for the
issuance thereof,
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resume the status of authorized but unissued shares of the Series Preferred
Stock, undesignated as to series.
FIFTH: The business of the Corporation shall be managed under the
direction of the Board of Directors except as otherwise provided by law. The
number of Directors of the Corporation shall be fixed from time to time by, or
in the manner provided in, the By-Laws. Election of Directors need not be by
written ballot unless the By-Laws of the Corporation shall so provide. The
Board of Directors may make, alter or repeal the By-Laws of the Corporation
except as otherwise provided in the By-Laws adopted by the Corporation's
stockholders.
SIXTH: TRANSACTIONS WITH STOCKHOLDERS
A. Certain Purchases of Shares of the Corporation
Any direct or indirect purchase or other acquisition by the
Corporation of shares of any class of the Corporation's stock from any person
or persons known by the Corporation to be an Interested Stockholder (as
hereinafter defined) who has beneficially owned, directly or indirectly, any
such securities for less than two years prior to the date of such purchase or
any agreement in respect thereof shall, except as hereinafter expressly
provided, requires the approval of a majority of the non-officer directors of
the Corporation and the affirmative vote, to be solicited at the expense of
such Interested Stockholder, of not less than a majority of the votes entitled
to be cast by the holders of all then outstanding shares of Voting Stock (as
hereinafter defined), voting together as a single class. Such affirmative vote
shall be required notwithstanding the fact that no vote may be required, or
that a lesser percentage or separate class vote may be specified, by law or any
other provision of this Certificate of Incorporation or the By-Laws of the
Corporation or otherwise. Notwithstanding the foregoing, no such affirmative
vote shall be required with respect to:
(a) any offer to purchase made by the Corporation which is made
on the same terms and conditions to holders of all shares of the same class of
stock of the Corporation, and
(b) any purchase by the Corporation of its stock at a price no
higher than the higher of (i) the Closing Price (as hereinafter defined) on the
on trading date immediately preceding the earlier of public disclosure of the
repurchase or the signing of a definitive repurchase agreement and (ii) the
average Closing Price during the 20 trading days immediately preceding the date
of such disclosure or agreement.
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The term "Closing Price" on the day in question means the
closing sale price on such day of a share of the Corporation's stock on the
Composite Tape for New York Stock Exchange-Listed Stocks, or, if the stock is
not quoted on the Composite Tape, on the New York Stock Exchange, Inc. or if
the stock is not listed on the New York Stock Exchange, Inc., on the principal
United States Securities Exchange registered under the Securities Exchange Act
of 1934 (the 'Exchange Act"), on which the stock is listed, or if the stock is
not listed on any such exchange, the highest closing bid quotation with respect
to a share of the stock on the National Association of Securities Dealers, Inc.
Automated Quotation System or any similar system then in use, or if no such
quotations are available, the market value of the stock as determined in good
faith by a majority of the non-officer directors of the Corporation present at
a meeting of the Board of Directors at which a quorum is present.
B. Business Combinations with Substantial Stockholders
In addition to any affirmative vote required by law or this
Certificate of Incorporation or the By-Laws of the Corporation, and except as
otherwise expressly provided in Section C of this Article SIXTH, a Business
Combination (as hereinafter defined) shall require the affirmative vote of not
less than eighty percent (80%) of the votes entitled to be cast by the holders
of all then outstanding shares of Voting Stock, voting together as a single
class. Such affirmative vote shall be required notwithstanding the fact that
no vote may be required, or that a lesser percentage or separate class vote may
be specified, by law or any other provision of this Certificate of
Incorporation or the By-Laws of the Corporation or otherwise.
C. When Higher Vote is Not Required
The provisions of Section B of this Article SIXTH shall not be
applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote, if any, as is required by
law or by any other provision of this Certificate of Incorporation or the
By-Laws of the Corporation, if all of the conditions specified in either of the
following Paragraphs I or 2 are met:
1. APPROVAL BY DISINTERESTED DIRECTORS. The Business
Combination shall have been recommended by a majority (whether such
recommendation is made prior to or subsequent to the acquisition of beneficial
ownership of the Voting Stock that caused the Substantial Stockholder (as
hereinafter defined) to become a Substantial Stockholder) of the Disinterested
Directors (as hereinafter defined) present at a meeting of the Board of
Directors at which a quorum is present.
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