Exhibit 3.1
-----------
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
UNITED INDUSTRIES CORPORATION
David C. Pratt and Mark R. Gale, being the duly elected President and
Secretary, respectively, of United Industries Corporation, a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware (the "Corporation") do hereby certify that:
1. The name of the Corporation is United Industries Corporation. The
original Certificate of Incorporation was filed with the Delaware Secretary of
State pursuant to the Act on April 16, 1973 under the name "Kensico Industries,
Inc." A prior Amended and Restated Certificate of Incorporation was filed with
the Delaware Secretary of State pursuant to the Act on October 13, 1987 under
the name of "United Industries Corporation." A prior Amended and Restated
Certificate of Incorporation was filed with the Delaware Secretary of State
pursuant to the Act on November 16, 1992 under the name of "United Industries
Corporation."
2. The Amended and Restated Certificate of Incorporation (the
"Certificate") has been duly adopted in accordance with Sections 242 and 245 of
the General Corporation Law of the State of Delaware.
3. The Certificate is hereby amended and restated as set forth in Exhibit
A attached hereto and made a part hereof.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by its president and Secretary on the 13th day of January, 1999.
UNITED INDUSTRIES CORPORATION
By: /s/ David C. Pratt
-------------------------
David C. Pratt, President
ATTEST:
/s/ Mark R. Gale
- -----------------------------
Mark R. Gale, Secretary
- 1 -
EXHIBIT A
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
UNITED INDUSTRIES CORPORATION
ARTICLE ONE
The name of the corporation is United Industries Corporation (the
"Corporation").
ARTICLE TWO
The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, Delaware 19801, the
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
ARTICLE THREE
The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
ARTICLE FOUR
A. AUTHORIZED SHARES
The total number of shares of capital stock which the Corporation has
authority to issue is forty thousand (40,000) shares, divided into two classes.
The designation of each class, the number of shares of each class authorized,
and the par value, if any of the shares of each class are as follows:
NUMBER PAR VALUE
CLASS OF SHARES PER SHARE
----- --------- ---------
Class A Voting Common Stock ("Class A Common") 20,000 $1.00
Class B Non-Voting Common Stock ("Class B Common") 20,000 $1.00
The Class A Common and the Class B Common are collectively referred to as
"Common Stock."
- 2 -
B. COMMON STOCK
The distinguishing preferences, qualifications, limitations, restrictions
and special or relative rights in respect of each class of Common Stock are as
follows:
1. All dividends shall, at all times be paid at the same rate per
share on both the Class A Common and the Class B Common and if any
dividend to paid in Common Stock of the Corporation, such dividend shall
be paid in Common Stock of the same class as the shares with respect to
which said dividend is paid.
2. Upon the liquidation, dissolution or winding up of the
Corporation, any and all assets and property for the Corporation remaining
after payment or provision for the debts and liabilities of the
Corporation shall be distributed ratably, on a share-for-share basis, to
the holders of both Class A Common and Class B Common, without distinction
as to class.
3. The voting power for the election of directors, and for all other
purposes, except as is otherwise specifically provided by the General
Corporation Law of the State of Delaware, is vested exclusively in the
holders of the Class A Common, the holders of the Class B Common expressly
waiving any right to vote the Class B Common at elections for directors,
or on any question or for any purpose whatsoever, except as is otherwise
specifically provided by the General Corporation Law of the State of
Delaware, and the holders of Class B Common shall not be entitled to, and
expressly waive notice of and the right to participate in any meeting of
shareholders unless matters are to be voted upon at such meeting upon
which the holders of Class B Common are entitled to vote pursuant to the
specific provisions of the General Corporation Law of the State of
Delaware. Except as is otherwise specifically provided by the General
Corporation Law of the State of Delaware, the Class A Common shall be
entitled to one (1) vote per share.
ARTICLE FIVE
The Corporation is to have perpetual existence.
ARTICLE SIX
In furtherance and not in limitation of the powers conferred by statue,
the board of directors of the Corporation is expressly authorized to make, alter
or repeal the by-laws of the Corporation.
ARTICLE SEVEN
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws of the Corporation may provide. The books of the
Corporation may be kept outside the State of Delaware at such place or places as
may be designated from time to time by the board of
- 3 -
directors or in the by-laws of the Corporation. Election of directors need not
be by written ballot unless the by-laws of the Corporation so provide.
ARTICLE EIGHT
To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a director of
this Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director. Any repeal or
modification of this ARTICLE EIGHT shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
ARTICLE NINE
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Amended and Restated Certificate of Incorporation in
the manner now or hereafter prescribed herein and by the laws of the State of
Delaware, and all rights conferred upon stockholders herein are granted subject
to this reservation.
* * * * *
- 4 -