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Exhibit 3.11
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 02:58 PM 12/17/2003
FILED 02:55 PM 12/17/2003
SRV 030814696 - 3323239 FILE
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
THE SPIC AND SPAN COMPANY
INCORPORATED PURSUANT TO THE CERTIFICATE
OF INCORPORATION FILED WITH THE SECRETARY
OF STATE OF DELAWARE ON NOVEMBER 30, 2000
The Spic and Span Company (formerly, TSG Household Holdings, Inc.), a
Delaware corporation, hereby certifies that this Second Amended and Restated
Certificate of Incorporation has been duly adopted in accordance with Sections
242 and 245 of the General Corporation Law of the State of Delaware:
A. The Amended and Restated Certificate of Incorporation of the Corporation
is hereby amended and restated in its entirety.
B. The Amended and Restated Certificate of Incorporation of the Corporation
as amended and restated herein shall upon filing of this Second Amended
and Restated Certificate of Incorporation with the Secretary of State of
the State of Delaware read as follows:
1. The name of this Corporation is The Spic and Span Company.
2. The registered office of this Corporation in the State of Delaware is
located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is Corporation
Service Company.
3. The purpose of this Corporation 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.
4. CAPITAL STOCK.
4.1. AUTHORIZED SHARES. The total number of shares of capital stock
that the Corporation has authority to issue is three hundred eighteen thousand
(318,000) shares, consisting of:
(a) Two hundred seventy-five thousand (275,000) shares of Class A
Common Stock, par value $0.0001 per share ("CLASS A COMMON
STOCK");
(b) Twenty-three thousand (23,000) shares of Class L Common Stock,
par value $0.01 per share ("CLASS L COMMON STOCK").
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(c) Twenty thousand (20,000) shares of Class L-1 Common Stock, par
value $0.01 per share ("CLASS L-1 COMMON STOCK").
The Class A Common Stock, the Class L Common Stock and the Class L-1 Common
Stock are referred to collectively as the "COMMON STOCK". Each class of Common
Stock shall be referred to as a class of Common Stock. The shares of Common
Stock shall have the rights, preferences, privileges and limitations set forth
below.
4.2. DEFINITIONS. As used in this Article 4, the following terms have
the following definitions:
4.2.1. "AFFILIATE" shall mean, with respect to any Person, any
other Person directly or indirectly controlling, controlled by or under
common control with such Person.
4.2.2. "APPLICABLE PRICE PER SHARE" shall mean, (a) at the
Public Offering Time, the Public Offering Price and (b) at the time of
any other Realization Event, a fraction, the numerator of which is the
excess, if any, of (i) the aggregate value of all Common Stock of the
Corporation over (ii) the aggregate Remaining Class L Minimum Payment
Amount and Remaining Class L-1 Minimum Payment Amount with respect to
all shares of Class L Common Stock and Class L-1 Common Stock
outstanding and the denominator of which is the aggregate number of
shares (on a fully diluted basis) of Class A Common Stock, Class L
Common Stock and Class L-1 Common Stock (assuming each share of Class L
Common Stock and Class L-1 Common Stock outstanding immediately prior to
such Realization Event had been converted into a number of shares of
Class L Common Stock and Class L-1 Common Stock, respectively, equal to
the Class L Conversion Constant and the Class L-1 Conversion Constant,
respectively). For the purpose of clause (b)(i) above, (x) if all of the
Common Stock of the Corporation is being Transferred in the subject
Realization Event, the aggregate value of all Common Stock of the
Corporation shall be the consideration to be paid in respect of Common
Stock in such Realization Event, after deducting all commissions, lees
and expenses paid in connection with such Realization Event and (y) if
less than all of the Common Stock of the Corporation is being
Transferred in the subject Realization Event, the aggregate value of all
Common Stock of the Corporation shall be the consideration to be paid in
respect of Common Stock in such Realization Event, after deducting a
proportionate share of all commissions, fees and expenses paid in
connection with such Realization Event. All determinations of Applicable
Price Per Share shall be made by the Board of Directors in good faith
and shall be conclusive and final.
4.2.3. "BOARD OF DIRECTORS" shall mean the Board of Directors
of the Corporation.
4.2.4. "CLASS L BASE AMOUNT" shall mean $1000.00.
4.2.5. "CLASS L-1 BASE AMOUNT" shall mean $1000.00.
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4.2.6. "CLASS L CONVERSION CONSTANT" shall mean, at any time as
of which it is to be determined, one, adjusted as provided in Section
4.7 of this Article 4.
4.2.7. "CLASS L-1 CONVERSION CONSTANT" shall mean, at any time
as of which it is to be determined, one, adjusted as provided in Section
4.7 of this Article 4.
4.2.8. "CLASS L CONVERSION FACTOR" shall mean, at any time as
of which it is to be determined, the sum of
(i) the Class L Conversion Constant
PLUS
(ii) the quotient obtained by DIVIDING
(a) the Remaining Class L Minimum Payment Amount
BY
(b) Applicable Price per Share,
all determined at such time.
4.2.9. "CLASS L-1 CONVERSION FACTOR" shall mean, at any time
as of which it is to be determined, the sum of
(i) the Class L-1 Conversion Constant
PLUS
(ii) the quotient obtained by DIVIDING
(a) the Remaining Class L-1 Minimum Payment Amount
BY
(b) Applicable Price per Share,
all determined at such time.
4.2.10. "DISTRIBUTIONS" shall mean all distributions made by the
Corporation to holders of Common Stock, whether by dividend or otherwise
(including but not limited to any distributions made by the Corporation
to holders of Common Stock in complete or partial liquidation of the
Corporation or upon a sale of all or substantially all of the business
or assets of the Corporation and its subsidiaries on a consolidated
basis); PROVIDED, HOWEVER, that the following shall not be a
Distribution: (a) any redemption or
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repurchase by the Corporation of any shares of Common Stock for any
reason, (b) any recapitalization or exchange of any shares of Common
Stock, (c) any subdivision or increase in the number of (by stock split,
stock dividend or otherwise), or any combination in any manner of, the
outstanding shares of Common Stock, or (d) a merger, share exchange or
consolidation after the consummation of which the stockholders of the
Corporation immediately prior to such merger, share exchange or
consolidation effectively have the power to elect a majority of the
board of directors of the surviving corporation or its parent
corporation.
4.2.11. "PERSON" shall mean any individual, partnership,
corporation, association, trust, joint venture, unincorporated
organization or other entity.
4.2.12. "PUBLIC OFFERING PRICE" shall mean the price per share
received by the Corporation in connection with the sale of shares of
Class A Common Stock to the public at the Public Offering Time (taking
into account any subdivision, increase or combination of the
Corporation's common stock in connection with the public offering), net
of any expenses incurred and any underwriting commissions or concessions
paid or allowed by the Corporation in connection therewith.
4.2.13. "PUBLIC OFFERING TIME" shall mean the time of the
initial sale of shares of Class A Common Stock (taking into account any
subdivision, increase or combination of the Corporation's Common Stock
in connection with the public offering) of the Corporation pursuant to
an initial public offering of such shares registered with the Securities
and Exchange Commission and immediately prior to any transfer of
beneficial ownership of such shares in such offering.
4.2.14. "QUALIFIED INSTITUTIONAL INVESTOR" shall mean TSG3 LP.,
its Affiliates, and The Procter & Gamble Company.
4.2.15. "REALIZATION EVENT" shall mean the Transfer of Common
Stock.
4.2.16. "REMAINING CLASS L MINIMUM PAYMENT AMOUNT" shall mean,
with respect to any share of Class L Common Stock at any time the amount
that would then be required to be distributed with respect to such share
pursuant to Section 4.6.2 of this Article 4 in order for no further
Distributions to be payable with respect to such share pursuant to such
Section 4.6.2.
4.2.17. "REMAINING CLASS L-1 MINIMUM PAYMENT AMOUNT" shall mean,
with respect to any share of Class L-1 Common Stock at any time the
amount that would then be required to be distributed with respect to
such share pursuant to Section 4.6.1 of this Article 4 in order for no
further Distributions to be payable with respect to such share pursuant
to such Section 4.6.1.
4.2.18. "TRANSFER" shall mean a sale, transfer or other
disposition for value.
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4.3. SHARES IDENTICAL. Except as otherwise provided in this Article
4, for purposes of this Article 4, all shares of Common Stock shall, to the
fullest extent permitted by applicable law, be identical in all respects and
shall entitle the holders thereof to the same rights, privileges and preferences
and shall be subject to the same qualifications, limitations and restrictions.
4.4. VOTING RIGHTS. Subject to the powers, preferences and rights of
any class of stock (or any series thereof) having any preference or priority
over, or rights superior to, the Common Stock that the Corporation may hereafter
become authorized to issue, to the fullest extent permitted by applicable law,
and except as otherwise expressly provided in this Certificate of Incorporation,
with respect to each matter submitted to a vote of the stockholders of the
Corporation, (i) the holders of the Class A Common Stock, Class L Common Stock
and Class L-1 Common Stock shall vote together as a single class; (ii) each
holder of class A Common Stock shall be entitled to one (1) vote for each share
of Class A Common Stock held by such holder; and (iii) the holder of each share
of Class L Common Stock or Class L-1 Common Stock issued and outstanding shall
be entitled to that number of votes equal to the Class L Conversion Constant and
the Class L-1 Conversion Constant, respectively.
4.5. DIRECTORS. The number of directors constituting the entire Board
of Directors shall be two or such greater number determined as provided in the
Bylaws of the Corporation, in either case subject to reduction as provided in
Section 4.5.2 of this Article 4. The holders of record of the outstanding shares
of Common Stock, voting as a single class, shall be entitled to elect each of
the directors constituting the entire Board of Directors.
4.5.1. Each director shall be entitled to one vote on all
matters to be voted on by the directors.
4.5.2. Any vacancy on the Board of Directors shall be filled
only by vote of the holders of a majority of the outstanding shares of
Common Stock, voting as a single class. The Board of Directors shall be
deemed to be duly constituted notwithstanding one or more vacancies in
its membership, whether because of the failure of the stockholders to
elect the full number of directors to which such class is entitled or
otherwise. Any such vacancy shall automatically reduce the Number of
Directors PRO TANTO, until such time as the holders of Common Stock
shall have exercised their right to elect a director to fill such
vacancy, whereupon the Number of Directors shall be automatically
increased PRO TANTO.
4.6. DISTRIBUTIONS. All Distributions shall be made to the holders of
Common Stock in the following order of priority:
4.6.1. First, the holders of the shares of Class L-1 Common
Stock (other than shares concurrently being converted into Class A
Common Stock), as a single and separate class, shall be entitled to
receive all Distributions until there has been paid with respect to each
such share from amounts then and previously distributed pursuant to this
Section 4.6.1 an amount equal to the Class L-1 Base Amount plus an
amount sufficient to generate an internal rate of return thereon equal
to eight (8%) per cent per annum, compounded quarterly. Such internal
rate of return shall be calculated in accordance with
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accepted financial practices, treating the Class L-1 Base Amount of each
share as having been paid for such share on the date on which such share
shall have been originally issued by the Corporation and each
Distribution with respect to the Class L-1 Common Stock as having been
made on the date it is actually paid by the Corporation.
4.6.2. Second, after the full required amount of Distributions
have been made pursuant to Section 4.6.1 above, the holders of the
shares of Class L Common Stock (other than shares concurrently being
converted into Class A Common Stock), as a single and separate class,
shall be entitled to receive all Distributions until there has been paid
with respect to each such share from amounts then and previously
distributed pursuant to this Section 4.6.2 an amount equal to the Class
L Base Amount plus an amount sufficient to generate an internal rate of
return thereon equal to eight (8%) per cent per annum, compounded
quarterly. Such internal rate of return shall be calculated in
accordance with accepted financial practices, treating the Class L Base
Amount of each share as having been paid for such share on the date on
which such share shall have been originally issued by the Corporation
and each Distribution with respect to the Class L Common Stock as having
been made on the date it is actually paid by the Corporation.
4.6.3. Third, after the full required amount of Distributions
have been made pursuant to Sections 4.6.1 and 4.6.2 above, all holders
of the shares of Common Stock, as a single class, shall thereafter be
entitled to receive all remaining Distributions pro rata based on the
number of outstanding shares of Common Stock; PROVIDED that for purposes
of this Section 4.6.3, each share of Class L Common Stock and Class L-1
Common Stock shall be deemed to have been converted into a number of
shares of Class A Common Stock equal to the Class L Conversion Constant
and the Class L-1 Conversion Constant, respectively.
4.6.4. All Distributions pursuant to Sections 4.6.1, 4,6.2 and
4.6.3 shall be made ratably among the holders of the class or classes of
Common Stock in question, based on the number of shares of such class
held by such holders.
4.7. STOCK SPLITS AND STOCK DIVIDENDS. Except in connection with this
Second Amended and Restated Certificate of Incorporation, the Corporation shall
not in any manner subdivide or increase the number of (by stock split, stock
dividend or other similar manner), or combine in any manner, the outstanding
snares of Class L Common Stock and Class L-1 Common Stock. The Corporation shall
not in any manner subdivide or increase the number of shares (by stock split,
stock dividend or other similar manner) of outstanding Class A Common Stock
unless a proportional adjustment is made to the Class L Conversion Constant and
the Class L-1 Conversion Constant. In no event shall any such subdivision or
increase constitute a Distribution in respect of any share of Common Stock.
4.8. MANDATORY CONVERSION OF CLASS L COMMON STOCK AND CLASS L-1
COMMON STOCK.
4.8.1. CONVERSION IN CONNECTION WITH PUBLIC OFFERING,
Immediately prior to the Public Offering Time, without any action by the
Board of Directors or any stockholder of the Corporation, each
outstanding share of Class L Common Stock and Class L-1
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Common Stock shall automatically convert into a number of shares of
Class A Common Stock equal to the Class L Conversion Factor and the
Class L-1 Conversion Factor, respectively, at the time of conversion.
4.8.2. CONVERSION IN CONNECTION WITH A REALIZATION EVENT. At
any time, in connection with a Realization Event, upon a vote of the
Board of Directors, each outstanding share of Class L Common Stock and
Class L-1 Common Stock shall automatically convert into a number of
shares of Class A Common Stock equal to the Class L Conversion Factor
and the Class L-1 Conversion Factor, respectively, at the time of
conversion; and such vote may be taken prior to such Realization Event
provided that the effectiveness thereof and the conversion of shares
effected thereby are conditioned and made effective upon the occurrence
of such Realization Event.
4.8.3. FRACTIONAL SHARES, ETC. Upon conversion under Section
4.8.1 or 4.8.2 above, fractional shares shall be converted into
equivalent fractional shares of Class A Common Stock (or, at the
discretion of the Board of Directors, eliminated in return for payment
therefor in cash at the fair market value thereof, as determined in good
faith by the Board of Directors). No Distributions shall be or become
payable on any shares of Class L Common Stock or Class L-1 Common Stock
pursuant to Section 4.6 of this Article 4 at or following such
conversion. From and after such conversion, such shares of Class L
Common Stock and Class L-1 Common Stock shall be retired and shall not
be reissued; and upon the filing of a certificate in accordance with
Section 243 of the General Corporation Law of the State of Delaware, the
authorized shares of Class L Common Stock and Class L-1 Common Stock
shall be eliminated.
4.9. EFFECT OF CONVERSION. Upon conversion of any share of Class L
Common Stock or Class L-1 Common Stock, the holder shall surrender the
certificate evidencing such share to the Corporation at its principal place of
business. Promptly after receipt of such certificate, the Corporation shall
issue and send to such holder a new certificate, registered in the name of such
holder, evidencing the number of shares of Class A Common Stock into which such
share has been converted. From and after the time of conversion of any share of
Class L Common Stock or Class L-1 Common Stock, the rights of the holder thereof
as such shall cease; the certificate formerly evidencing such share shall, until
surrendered and reissued as provided above, evidence the applicable number of
shares of Class A Common Stock; and such holder shall be deemed to have become
the holder of record of the applicable number of shares of the applicable class
of Class A Common Stock.
4.10. REPLACEMENT. Upon receipt of an affidavit of the registered
owner of one or more shares of any class of Common Stock (or such other evidence
as may be reasonably satisfactory to the Corporation) with respect to the
ownership and the loss, theft, destruction or mutilation of any certificate
evidencing such shares of Common Stock, and in the case of any such Loss, theft
or destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation (it being understood that if the holder is a Qualified Institutional
Investor, or any other holder of shares of Common Stock of the Corporation which
is an entity regularly engaged in the business of investing in companies and
meets such requirements of creditworthiness as may reasonably be imposed by the
Corporation in connection with the provisions of this paragraph, its own
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agreement will be satisfactory), or, in the case of any such mutilation upon
surrender of such certificate, the Corporation shall execute and deliver in lieu
of such certificate a new certificate of like kind representing the number of
shares of such class represented by such lost, stolen, destroyed or mutilated
certificate and dated the date of such lost, stolen, destroyed or mutilated
certificate.
4.11. NOTICES. All notices referred to herein shall be in writing,
shall be delivered personally or by first class mail, postage prepaid, and shall
be deemed to have been given when so delivered or mailed to the Corporation at
its principal executive offices and to any stockholder at such holder's address
as it appears in the stock records of the Corporation (unless otherwise
specified in a written notice to the Corporation by such holder).
4.12. PROHIBITION ON DISTRIBUTIONS CONSTITUTING TAXABLE EVENTS.
Notwithstanding anything to the contrary in this Article 4, the Corporation
shall not, without the written approval of the holders of a majority of the
shares of Class L Common Stock and Class L-1 Common Stock voting as a singe
class or, if there is no Class L Common Stock or Class L-1 Common Stock then
outstanding, the holders of a majority of the Class L Common Stock and Class L-1
Common Stock voting as a single class at the time such Common Stock was
converted into Class A Common Stock, pay any dividend or make any other
distribution on any share of capital stock or other security or interest in the
Corporation other than Class L Common Stock or Class L-1 Common Stock, or take
any other action, so long as any share of Class L Common Stock or Class L-1
Common Stock is outstanding and for three years thereafter, if the effect of
such dividend, distribution or action might be to make (a) an increase of the
Remaining Class L Minimum Payment Amount or the Remaining Class L-1 Minimum
Payment Amount, (b) a conversion of the Class L Common Stock or Class L-1 Common
Stock into Class A Common Stock or (c) an adjustment of the Class L Conversion
Factor or the Class L-1 Conversion Factor taxable event to the holders of the
Class L Common Stock or Class L-1 Common Stock. No amendment to the provisions
of this Section 4.12 shall be effective without the prior written consent of
the holders of a majority of the then outstanding shares of Class L Common Stock
and Class L-1 Common Stock voting as a single class or, if there is no Class L
Common Stock and Class L-1 Common Stock then outstanding, the holders of a
majority of the Class L Common Stock and Class L-1 Common Stock voting as a
single class at the time such Common Stock was converted into Class A Common
Stock.
4.13. REVERSE STOCK SPILT. Effective 5:00 p.m. Eastern Time on the
filing date of this Certificate of Amendment (the "Effective Time"), a
one-for-one hundred reverse split of this Corporation's Class A Common Stock and
Class L Common Stock shall become effective, pursuant to which each one hundred
shares of this Corporation's Class A Common Stock which are issued and
outstanding or held as treasury shares shall be and hereby are combined and
reclassified into one share of Class A Common Stock and each one hundred shares
of this Corporation's Class L Common Stock which are issued and outstanding or
held as treasury shares shall be and hereby are combined and reclassified into
one share of Class L Common Stock. The par value of the Class L Common Stock
shall remain $0.01 per share. The par value of the Class A Common Stock shall
become $0.0001 per share.
5. The election of directors need not be by ballot unless the Bylaws shall
so require.
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6. In furtherance and not in limitation of the power conferred upon the
Board of Directors by law, the Board of Directors shall have power to make,
adopt, alter, amend and repeal from time to time Bylaws of this Corporation,
subject to the right of the stockholders entitled to vote with respect thereto
to alter and repeal by-laws made by the Board of Directors.
7. A director of this Corporation shall not be liable to this Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liability is not permitted
under the General Corporation Law of the State of Delaware as in effect at the
time such liability is determined. No amendment or repeal of this Article 7
shall apply to or have any effect on the liability or alleged liability of any
director of this Corporation for or with respect to any acts or omissions of
such director occurring prior to such amendment or repeal.
8. To the maximum extent permitted from time to time under the law of the
State of Delaware, this Corporation renounces any interest or expectancy of the
Corporation in, or in being offered an opportunity to participate in, business
opportunities that are from time to time presented to its officers, directors or
stockholders, other than those officers, directors or stockholders who are
employees of this Corporation. No amendment or repeal of this Article 8 shall
apply to or have any effect on the liability or alleged liability of any
officer, director or stockholder of the Corporation for or with respect to any
opportunities of which such officer, director or stockholder becomes aware prior
to such amendment or repeal.
9. This Corporation shall, to the maximum extent permitted from time to
time under the law of the State of Delaware, indemnify and upon request shall
advance expenses to any person who is or was a party or is threatened to be made
a party to any threatened, pending or completed action, suit, proceeding or
claim, whether civil, criminal, administrative or investigative, by reason of
the fact that such person is or was or has agreed to be a director or officer of
this Corporation or while a director or officer is or was serving at the request
of this Corporation as a director, officer, partner, trustee, employee or agent
of any corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, against expenses
(including attorney's fees and expenses), judgments, fines, penalties and
amounts paid in settlement incurred in connection with the investigation,
preparation to defend or defense of such action, suit, proceeding or claim;
PROVIDED, HOWEVER, that the foregoing shall not require this Corporation to
indemnify or advance expenses to any person in connection with any action, suit,
proceeding, claim or counterclaim initiated by or on behalf of such person. Such
indemnification shall not be exclusive of other indemnification rights arising
under any by-law, agreement, vote of directors or stockholders or otherwise and
shall inure to the benefit of the heirs and legal representatives of such
person. Any person seeking indemnification under this Article 9 shall be deemed
to have met the standard of conduct required for such indemnification unless the
contrary shall be established. Any repeal or modification of the foregoing
provisions of this Article 9 shall not adversely affect any right or protection
of a director or officer of this Corporation with respect to any acts or
omissions of such director or officer occurring prior to such repeal or
modification.
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10. The books of this Corporation may (subject to any statutory
requirements) be kept outside the State of Delaware as may be designated by the
Board of Directors or in the Bylaws of this Corporation.
11. If at any time this Corporation shall have a class of stock registered
pursuant to the provisions of the Securities Exchange Act of 1934, for so long
as such class is so registered, any action by the stockholders of such class
must be taken at an annual or special meeting of stockholders and may not be
taken by written consent.
12. This Corporation shall not be governed by Section 203 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Second Amended and
Restated Certificate of Incorporation to be signed by its President as of this
17th day of December, 2003.
/s/ James L. O'Hara
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James L. O'Hara
President
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