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Exhibit 3.1
STATE OF ARIZONA
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
SIMULA, INC.,
an Arizona corporation
Pursuant to Sections 10-1001 et seq., including Section 10-1006, of the
Arizona General Corporation Law, Simula Inc., an Arizona corporation, which was
incorporated on July 23, 1975, and amended its Articles of Incorporation on
October 15, 1981, March 11, 1983, September 3, 1987, March 2, 1992, and June 23,
1995, hereby adopts the following sixth Articles of Amendment as follows:
FIRST: The name of the Corporation is SIMULA, INC.
SECOND: The Articles of Incorporation of Simula, Inc., as amended, are
amended and restated in their entirety as set forth on Exhibit
A hereto.
THIRD: Pursuant to Sections 10-1001 et seq. of the Arizona General
Corporation Law, this amendment was adopted by the board of
directors of Simula, Inc. on March 12, 1996, and approved by
its shareholders on June 20, 1996.
FOURTH: The shares outstanding and entitled to vote on the amendment
were 8,943,127 shares of Common Stock, and no other shares
were entitled to vote as a class or series.
FIFTH: The number of shares voted for the amendment was 8,090,102,
the number of shares voted against was 3,480 and the number of
shares that abstained from voting was 849,545.
SIXTH: The amendment does not provide for an exchange,
reclassification or cancellation of issued shares of Simula,
Inc.
IN WITNESS WHEREOF, the undersigned officers hereby certify this 1st
day of July, 1996 that the foregoing amendment has been duly adopted in
accordance with Sections 10-1001 et seq. of the Arizona General Corporation Law.
/s/ Bradley Forst
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Bradley P. Forst
Vice President and Corporate Secretary
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STATE OF ARIZONA )
) ss. ACKNOWLEDGMENT
County of Maricopa )
On this 1st day of July, 1996, before
me, the undersigned Notary Public, personally appeared Bradley P. Forst, Vice
President and Corporate Secretary, known to me or satisfactorily proven to be
the person whose name is subscribed to the foregoing instrument, and
acknowledged that he executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set may hand and official
seal on the day and year first above written.
/s/
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Notary Public
My Commission Expires:
11/97
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EXHIBIT A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
of
SIMULA, INC.
AN ARIZONA CORPORATION
The undersigned persons have associated themselves for the
purpose of continuing a corporation under the laws of Arizona and adopt the
following Amended and Restated Articles of Incorporation. These Amended and
Restated Articles of Incorporation supersede the original Articles of
Incorporation filed on July 14, 1975, as amended by the Articles of Amendment
filed on October 15, 1981, as amended by the Articles of Amendment filed on
March 11, 1983, as amended by the Articles of Amendment filed on September 3,
1987, as amended by the Amended and Restated Articles of Incorporation filed on
March 2, 1992, and as amended by the Articles of Amendment filed on June 23,
1995.
1. NAME. The name of this Corporation is:
SIMULA, INC.
2. STATUTORY PLACE OF BUSINESS. The statutory place of business of the
Corporation shall be 2700 North Central Avenue, Suite 1000, Phoenix, Arizona
85004.
3. PURPOSE AND POWERS. This Corporation is organized for the
transaction of any and all lawful business for which corporations may be
incorporated under the laws of the State of Arizona, as they may be amended from
time to time.
4. INITIAL BUSINESS. The general nature of the business initially
transacted by the Corporation was the research, development and manufacturing of
crashworthy aircraft components and related structural products. The general
nature of the business presently transacted by the Corporation is the design and
manufacturing of occupant safety systems and devices for a wide range of air,
ground, and sea transportation vehicles.
5. CAPITAL STOCK. The aggregate number of shares of capital stock that
the Corporation shall be authorized to issue is One Hundred Million
(100,000,000) shares, which shall consist of the following:
a) Common Stock. The authorized common stock of the
Corporation shall be fifty million (50,000,000) shares of Common Stock,
par value $.01 per share.
(i) Consideration. Stock shall be issued when paid
for in cash, past services, real property or personal property and
shall, when issued, be fully paid for and forever nonassessable. The
judgment of the Board of Directors as to the value of any property
contributed or services rendered in exchange for stock shall be
conclusive.
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(ii) Voting Rights. Except with respect to the
election of directors, where cumulative voting is required, the holders
of the Common Stock shall be entitled to one vote for each share held
by them of record on the books of the Corporation.
b) SERIAL PREFERRED STOCK. The authorized preferred stock of
the Corporation shall be Fifty Million (50,000,000) shares of serial
preferred stock, par value $.05 per share. Subject to the terms and
provisions of this Article 5, the Board of Directors of the Corporation
is authorized to provide, from time to time, for the issuance of shares
of serial preferred stock in series and to fix from time to time before
issuance the designation, preferences, privileges and voting powers of
the shares of each series of serial preferred stock and the
restrictions or qualifications thereof, including, without limiting the
generality of the foregoing, the following:
(i) The serial designation and authorized number of
shares;
(ii) The dividend rate, the date or dates on which
such dividends will be payable, and the extent to which such
dividends may be cumulative;
(iii) The amount or amounts to be received by the
holders in the event of voluntary or involuntary dissolution
or liquidation of the Corporation;
(iv) The voting rights, if any, of the holders;
(v) The price or prices at which shares may be
redeemed and any terms, conditions and limitations upon such
redemption;
(vi) Any sinking fund provisions for redemption or
purchase of shares of such series; and
(vii) The terms and conditions, if any, on which
shares may be converted at the election of the holders
thereof into shares of other capital stock, or of other
series of serial preferred stock of the Corporation.
Each series of serial preferred stock, in preference to the common
stock, will be entitled to dividends, from funds or other assets legally
available therefor, at such rates, payable at such times and cumulative to such
extent as may be fixed by the Board of Directors of the Corporation pursuant to
the authority herein conferred upon it. In the event of dissolution or
liquidation of the Corporation, voluntary or involuntary, the holders of the
serial preferred stock, in preference to the common stock, will be entitled to
receive such amount or amounts as may be fixed by the Board of Directors of the
Corporation pursuant to the authority herein conferred upon it. Preference stock
of any series redeemed, converted, exchanged, purchased or otherwise acquired by
the Corporation shall be canceled by the Corporation and returned to the status
of authorized but unused preference stock. All shares of any series of serial
preferred stock, as between themselves, shall rank equally and be identical; and
all series of serial preferred stock, as between themselves shall rank equally
and be identical except as set forth in resolutions of the Board of Directors
authorizing the issuance of the series.
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6. STATUTORY AGENT. The Corporation appoints Bradley P. Forst, 2700
North Central Avenue, Suite 1000, Phoenix, Arizona 85004, its statutory agent in
and for the State of Arizona. This appointment may be revoked at any time by the
Board of Directors authorizing and directing the filing with the Arizona
Corporation Commission of a statement in accordance with A.R.S. Section 10-502.
7. BOARD OF DIRECTORS. The number of directors of the Corporation shall
be not less than two (2) nor more then fifteen (15) and may be altered from time
to time as may be provided in the Bylaws. In case of any increase in the number
of directors, the additional directors may be elected by the directors or by the
shareholders at any annual or special meeting, as shall be provided in the
Bylaws. If the board of directors shall consist of nine or more members as
determined pursuant to the Bylaws and by the board of directors, in lieu of
electing the whole number of directors annually, the directors shall be divided
into two or three classes, the number in each class to be fixed nearly as equal
in number as possible. The term of office of directors of the first class shall
expire at the first annual meeting of the shareholders after their election,
that of the second class shall expire at the second annual meeting after their
election, and that of the third class, if any, shall expire at the third annual
meeting after their election. At each annual meeting after such classification,
the number of directors equal to the number of the class whose term expires at
the time of such meeting shall be elected to hold office until the second
succeeding annual meeting, if their are two classes, or until the third
succeeding annual meeting, if there are three classes.
The initial Board of Directors shall consist of two (2) persons, who
shall serve until their successors are qualified according to the Bylaws, and
whose names and addresses are:
Name Mailing Address
Stanley P. Desjardins 8307 East Buena Terra Way
Scottsdale, Arizona 85253
Frederick E. Arndt 14628 North 38th Avenue
Phoenix, Arizona 85023
8. INCORPORATORS. The names and addresses of the original incorporators
are:
Name Mailing Address
Stanley P. Desjardins 8307 East Buena Terra Way
Scottsdale, Arizona 85253
Frederick E. Arndt 14628 North 38th Avenue
Phoenix, Arizona 85023
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9. DIRECTOR CONFLICTS OF INTEREST. To the extent permitted and in
accordance with A.R.S. Section 10-860, et seq., no contract or other transaction
between the Corporation and one or more of its directors or any other
corporation, firm, association or entity in which one or more of its directors
are directors or officers or are financially interested, shall be either void or
voidable because of such relationship or interest or because such director or
directors are present at the meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction or
because his or their votes are counted for such purpose.
10. ELIMINATION OF DIRECTOR LIABILITY. The personal liability of the
directors to the Corporation and its shareholders for monetary damages by reason
of their conduct as directors shall be limited or eliminated to the fullest
extent permitted by Arizona law.
11. POWERS OF THE BOARD OF DIRECTORS. All of the powers of this
Corporation, insofar as the same may lawfully be vested by these Articles of
Incorporation in the Board of Directors, are hereby conferred upon the Board of
Directors of this Corporation.
12. ARIZONA TAKEOVER ACT. The Corporation elects to be governed by
Article 2 (Control Share Acquisitions), and Article 3 (Business Combinations),
of the Arizona Takeover Act, Arizona Revised Statutes Section 10-2701 et seq.
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