EXHIBIT 3.1
SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SUPREME INTERNATIONAL CORPORATION
ARTICLE I
The name of the corporation is SUPREME INTERNATIONAL CORPORATION
(hereinafter called the "Corporation").
ARTICLE II
The current mailing address of the principal place of business of the
Corporation is 3000 Northwest 107th Avenue, Miami, Florida 33172.
ARTICLE III
The aggregate number of shares of all classes of capital stock which
the Corporation shall have the authority to issue is Thirty-One Million
(31,000,000), consisting of (i) Thirty Million (30,000,000) shares of common
stock, par value $.01 per share (the "Common Stock") and (ii) One Million
(1,000,000) shares of Preferred Stock, par value $.01 per share (the "Preferred
Stock"). The designations and the preferences, limitations and relative rights
of the Preferred Stock and the Common Stock of the Corporation are as follows:
A. PROVISIONS RELATING TO THE COMMON STOCK.
1. Except as otherwise required by law or as may be provided by the
resolutions of the Board of Directors authorizing the issuance of any class or
series of the Preferred Stock, as herein provided, all rights to vote and all
voting power shall be vested exclusively in the holders of the Common Stock.
2. Subject to the rights of the holders of the Preferred Stock, the
holders of the Common Stock shall be entitled to receive when, as and if
declared by the Board of Directors, out of funds legally available therefor,
dividends and other distributions payable in cash, property, stock (including
shares of any class or series of the Corporation, whether or not shares of such
class or series are already outstanding) or otherwise.
3. If the Corporation shall in any manner split, subdivide or combine
the outstanding shares of the Common Stock, then the outstanding shares of the
Common Stock shall be proportionately split, subdivided or combined in the same
manner and on the same basis as the outstanding shares of the class that has
been split, subdivided or combined.
4. Upon liquidation, dissolution or winding-up of the Corporation,
whether voluntary or involuntary, and after the holders of the Preferred Stock
shall have been paid in full the amounts to which they shall be entitled, if
any, or a sum sufficient for such payment in full
have been set aside, the remaining net assets of the Corporation, if any, shall
be divided among and paid ratably to the holders of Common Stock.
B. PROVISIONS RELATING TO PREFERRED STOCK
1. The Preferred Stock may be issued from time to time, in one or more
classes or series, the shares of each class or series to have such designations
powers, preferences and rights, and qualifications, limitations and restrictions
thereof as are stated and expressed herein and in the resolution or resolutions
providing for the issuance of such class or series adopted by the Board of
Directors as hereinafter prescribed.
2. Authority is hereby expressly granted to and vested in the Board of
Directors to authorize the issuance of the Preferred Stock from time to time, in
one or more classes or series, to determine and take necessary proceedings fully
to effect the issuance conversion and redemption of any such Preferred Stock,
and, with respect to each class or series of Preferred Stock, to fix and state
by the resolution or resolutions from time to time adopted providing for the
issuance thereof the following:
(a) whether or not the class or series is to have voting
rights, special or conditional, full or limited, or is to be without voting
rights;
(b) the number of shares to constitute the class or series and
the designations thereof;
(c) the preferences and relative, participating, optional or
other special rights, if any, and the qualifications, limitations or
restrictions thereof, if any, with respect to any class or series;
(d) whether or not the shares of any class or series shall be
redeemable and if redeemable the redemption price or prices, and the time or
times at which and the terms and conditions upon which, such shares shall be
redeemable and the manner of redemption;
(e) whether or not the shares of a class or series shall be
subject to the operation of retirement or sinking funds to be applied to the
purchase or redemption of such shares for retirement, and if such retirement or
sinking fund or funds be established, the periodic amount thereof and the terms
and provisions relative to the operation thereof;
(f) the dividend rate, whether dividends are payable in cash,
stock or other property of the Corporation, the conditions upon which and the
times when such dividends are payable, the preference to or the relation to the
payment of the dividends payable, on any other class or classes or series of
stock, whether or not such dividend shall be cumulative or noncumulative, and
if cumulative, the date or dates from which such dividends shall accumulate;
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(g) the preferences, if any, and the amounts thereof that the
holders of any class or series thereof shad be entitled to receive upon the
voluntary or involuntary dissolution of, or upon any distribution of the assets
of, the Corporation;
(h) whether or not the shares of any class or series shall be
convertible into, or exchangeable for, the shares of any other class or classes
or of any other series of the same or any other class or classes of the
Corporation and the conversion rice or prices or ratio or ratios or the rate or
rates at which such conversion or exchange may be made, with such adjustments,
if any, as shall be stated and expressed or provided for in such resolution or
resolutions; and
(i) such other special rights and protective provisions with
respect to any class or series as the Board of Directors may deem advisable.
The shares of each class or series of the Preferred Stock may vary from
the shares of any other class or series thereof in any or all of the foregoing
respects. The Board of Directors may increase the number of shares of Preferred
Stock designated for any existing class or series by a resolution adding to such
class or series authorized and unissued shares of the Preferred Stock not
designated for any other class or series. The Board of Directors may decrease
the member of shares of the Preferred Stock designated for any existing class or
series by a resolution, subtracting from such series unissued shares of the
Preferred Stock designated for such class, or series, and the shares so
subtracted shall become authorized, unissued and undesignated shares of the
Preferred Stock.
C. GENERAL PROVISIONS
1. Except as may be provided by the resolutions of the Board of
Directors authorizing the issuance of ANY CLASS or SERIES of Preferred Stock, as
hereinabove provided, cumulative voting by any shareholder is hereby expressly
denied.
2. No shareholder of this Corporation shall have, by reason of its
holding shares of any class or series of stock of the Corporation, any
preemptive or preferential rights to purchase or subscribe for any other shares
of any class or series of this Corporation now or hereafter authorized, and any
other equity securities, or any notes, debentures, warrants, bonds or other
securities convertible into or carrying options or warrants to purchase shares
of any class, now or hereafter authorized, whether or not the issuance of any
such shares, or such notes, debentures, bonds or other securities, would
adversely affect the dividend or voting rights of such shareholder.
ARTICLE IV
For business not specified in a notice of meeting to be properly
introduced by a shareholder at a meeting of shareholders, such shareholder must
have given timely notice thereof in writing to the Secretary of the Corporation.
A shareholder's notice must be delivered to or mailed as received by the
Secretary of the Corporation, either by personal delivery or by United States
mail, postage prepaid. With respect to an annual meeting of shareholders, to be
timely, notice must be received not less than 60, no more than 90 days prior to
such meeting. With
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respect to meetings of shareholders for which less than 70 days notice of the
date of the meeting is given, to be timely, notice must be received no later
than the close of business on the tenth day following the earlier of the day
notice of the meeting was mailed, or the day public disclosure of the meeting
was made. A shareholders' notice must set forth as to each matter the
shareholder proposes to bring before the meeting (i) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting, (ii) the name and record address of the
shareholder proposing such business, (iii) the class, series and number of
shares of stock which are beneficially owned by the shareholder, and (iv) any
material interest of the shareholder in such business. The chairman of the
meeting may refuse to acknowledge any shareholder who attempts to introduce
business without compliance with the foregoing procedure.
ARTICLE V
Except as otherwise required by law, the Corporation shall not be
required to hold a special meeting of shareholders of the Corporation unless (in
addition to any requirements of law) (i) requested in writing by the holders of
not less than 50 percent of all the votes entitled to be cast on any issue
proposed or to be considered at the proposed special meeting; (ii) called by the
Board of Directors pursuant to a resolution approved by a majority of the entire
Board of Directors; or (iii) called by the Chairman of the board or President of
the Corporation or the Corporation's Chief Executive Officer.
ARTICLE VI
A. NUMBER OF DIRECTORS. The number of directors constituting the
Corporation's Board of Directors shall not be less than three (3) nor more than
fifteen (15), and the exact number of Directors shall be fixed from time to time
in the manner provided in the Bylaws of the Corporation.
B. TERM OF OFFICE. The Board of Directors shall be divided into three
classes, designated as Class I, Class II and Class III. The number of directors
in each class shall be determined by the Board of Directors and shall consist of
as nearly equal a number of directors as practicable. The term of the Class I
directors initially shall expire at the first annual meeting of shareholders
ensuing after the 1998 Annual Meeting of Shareholders; the term of Class II
directors initially shall expire at the second Annual Meeting of Shareholders
ensuing after the 1998 Annual Meeting of Shareholders; and the term of Class III
directors initially shall expire at the third Annual Meeting of Stockholders
ensuing after the 1998 Annual Meeting of Shareholders. In the case of each
class, the directors shall serve until their respective successors are duly
elected and qualified. At each Annual Meeting of Shareholders, directors of the
respective class whose term expires shall be elected, and the directors chosen
to succeed those whose terms shall have expired shall be elected to hold office
for a term to expire at the third ensuing Annual Meeting of Stockholders after
their election, and until their respective successors are elected and qualified.
C. VACANCIES. A director may resign at any time by giving written
notice to the Corporation, the Board of Directors or the Chairman of the Board
of Directors. Such resignation
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shall take effect when the notice is delivered unless the notice specifies a
later effective date, in which event the Board of Directors may fill the pending
vacancy before the effective date if they provide that the successor does not
take office until the effective date. Any vacancy occurring in the Board of
Directors and any directorship to be filled by reason of an increase in the size
of the Board of Directors shall be filled by the affirmative vote of a majority
of the current directors though less than a quorum of the Board of Directors, or
may be filled by an election at an annual or special meeting of the shareholders
called for that purpose, unless otherwise provided by law. A director elected to
fill a vacancy shall be elected for the unexpired term of his predecessor in
office, or until the next election of one or more directors by shareholders if
the vacancy is caused by an increase in the number of directors.
ARTICLE VII
Nominations for the election of directors may be made by the Board of
Directors or by any shareholder entitled to vote for the election of directors.
ARTICLE VIII
Directors of the Corporation shall not be personally liable for
monetary damages to the Corporation to the fullest extent permitted by Florida
law.
ARTICLE IX
This Corporation may insure and shall indemnify and shall advance
expenses on behalf of its officers and directors and any persons serving at the
request of the Corporation as an officer, director, member, employee or agent of
another Corporation, partnership, joint venture, trust or other enterprise to
the fullest extent not prohibited by law in existence either now or hereafter.
ARTICLE X
The Corporation shall exist perpetually unless sooner dissolved
according to law.
IN WITNESS WHEREOF, the undersigned, for the purpose of amending and
restating the Corporation's Articles of Incorporation pursuant to laws of the
State of Florida, has executed these Amended and Restated Articles of
Incorporation as of September 18, 1998.
SUPREME INTERNATIONAL CORPORATION
By: /s/ GEORGE FELDENKREIS
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George Feldenkreis, Chairman and Chief
Executive Officer
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SUPREME INTERNATIONAL CORPORATION
SECRETARY'S CERTIFICATE
I, Fanny Hanano, the duly elected, qualified and acting Secretary of
SUPREME INTERNATIONAL CORPORATION, a Florida corporation (the "Corporation"), do
hereby certify that the attached Second Amended and Restated Articles of
Incorporation of the Corporation were adopted by the shareholders on July 31,
1998, with a sufficient number of votes cast for the approval of the amendments.
IN WITNESS WHEREOF, I have executed this Certificate as of September 18,
1998.
/s/ FANNY HANANO
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Fanny Hanano, Secretary
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