EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
STOCK CORPORATION
Office of the Secretary of the State
30 Trinity Street / P.O. Box 150470 / Hartford, CT 06115-0470 / Rev. 07/01/2003
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Space For Office Use Only Filing Fee $50.00
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1. NAME OF CORPORATION:
KAMAN CORPORATION
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2. THE CERTIFICATE OF INCORPORATION IS (check A., B. or C.):
A. AMENDED.
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B. RESTATED.
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X C. AMENDED AND RESTATED.
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The restated certificate consolidates all amendments into a single
document.
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3. TEXT OF EACH AMENDMENT/RESTATEMENT (include date on which each amendment was
approved):
On June 7 and July 28, 2005, the Board of Directors approved an amendment
and restatement of the Corporation's existing Amended and Restated
Certificate of Incorporation, and recommended it for approval by the
Shareholders. On October 11, 2005, the Shareholders approved the amendment
and restatement of the Corporation's existing Amended and Restated
Certificate of Incorporation, to read in its entirety as set forth on
Exhibit A attached hereto, which includes the following amendments:
1. ARTICLE FOURTH is amended to:
(a) effect a recapitalization of the corporation's two existing classes
of common stock into a single class of voting Common Stock, par value $1.00
per share and entitled to one vote per share (the "Common Stock"), such that
each share of Class A Nonvoting Common Stock shall be redesignated as one
share of Common Stock, and each share of Class B Voting Common Stock will be
reclassified into 3.58 shares of Common Stock, or, at the election of the
holder of Class B Voting Common Stock, 1.84 shares of Common Stock and an
amount in cash equal to $27.10;
(b) reflect the retirement of previously issued and retired preferred
stock; and
(c) provide to the board of directors the flexibility to approve the
issuance of preferred stock with no voting rights other than as required by
law.
2. ARTICLE SEVENTH is amended to:
(a) provide for the indemnification of the corporation's officers and
directors to the fullest extent permissible by law;
(b) limit the personal liability of each director;
(c) limit the size of the board of directors to a minimum of 3 and a
maximum of 15 directors;
(d) divide the board into three classes of directors serving staggered
terms; and
(e) limit the ability of the shareholders to remove directors to removal
for cause and upon the affirmative vote of a majority of the shares entitled
to vote.
3. ARTICLE EIGHTH has been added to require a majority vote of the entire
board of directors, or a supermajority vote of the voting stock, in order to
amend, repeal or modify the corporation's bylaws.
4. ARTICLE NINTH has been added to require a supermajority vote of the
voting stock in order to amend certain provisions of the Certificate of
Incorporation.
(Please referene an 8 1/2 x 11 attachment if additional space is needed)
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Space For Office Use Only
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4. VOTE INFORMATION (check A., B. or C.)
X A. The resolution was approved by shareholders in the manner
- ----- required by sections 33-600 to 33-998 of the Connecticut General
Statutes, and by the Certificate of Incorporation.
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B. The amendment was approved by the incorporators. No shareholders
- ----- approval was required.
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C. The amendment was approved by the board of directors. No shareholder
- ----- approval was required.
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5. EXECUTION
Dated this third day of November, 2005
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| |
| Chairman, President and |
Paul R. Kuhn | Chief Executive Officer |
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Print or type name | Capacity of signatory |
of signatory | | Signature
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| RETURN ACKNOWLEDGMENT TO:
|
| Patricia B. Chouinard, Paralegal
| Shipman & Goodwin LLP
| One Constitution Plaza
| Hartford, Connecticut 06103-1919
|
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EXHIBIT A
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
KAMAN CORPORATION
The certificate of incorporation of Kaman Corporation, as amended to
this date, is further amended and restated in its entirety to read as follows:
FIRST
The name of the corporation is Kaman Corporation (the "corporation").
SECOND
The principal office of the corporation is located in the Town of
Bloomfield in the State of Connecticut.
THIRD
The nature of the business to be transacted and the purpose to be
promoted or carried out by the corporation are to engage in any lawful
business, act or activity for which corporations may be formed under the
Connecticut Business Corporation Act, Chapter 601 of the Connecticut General
Statutes (as the same may be amended from time to time, the "CBCA").
FOURTH
The authorized capital stock of the corporation is as follows:
A. General Authorization.
(1) Fifty Million (50,000,000) shares of Common
Stock of the par value of One Dollar ($1.00) per share,
which, subject to any voting rights provided to holders of
Preferred Stock at any time outstanding, will be entitled to
vote on all matters with respect to which shareholders are
entitled to vote under applicable law, this Amended and
Restated Certificate of Incorporation or the Bylaws of the
corporation, or upon which a vote of shareholders is
otherwise duly called for by the corporation. At each annual
or special meeting of shareholders, each holder of record of
shares of Common Stock on the relevant record date shall be
entitled to cast one vote in person or by proxy for each
share of the Common Stock standing in such holder's name on
the stock transfer records of the corporation; and
(2) Two Hundred Thousand (200,000) shares of
Preferred Stock of the par value of One Dollar ($1.00) per
share. If so determined in accordance with Paragraph B of
this Article Fourth, such class shall be entitled to vote
only for the election of directors, with each share being
entitled to one vote thereon, and such voting right of such
class to be limited to the election of such number of
directors (subject to the further limitations below) as may
be established by application of the following formula:
(a) If the number of issued and outstanding
shares of Preferred Stock is not more than
one-fourth (1/4th) of the total number of authorized
shares of such class, such number as will result in
the election by such shares of one-tenth (1/10th)
(to next lowest whole number) of the total number of
directors then fixed;
(b) If the number of issued and outstanding
shares of Preferred Stock is not more than one-half
(1/2) of the total number of authorized shares of
such class, one-fifth (1/5th) (to the next lowest
whole number) of the total number of directors then
fixed;
(c) If the number of issued and outstanding
shares of Preferred Stock is not more than
three-fourths (3/4ths) of the total number of
authorized shares of such class, three-tenths
(3/10ths) (to the next lowest whole number) of the
total number of directors then fixed;
(d) If the number of issued and outstanding
shares of Preferred Stock is more than three-fourths
(3/4ths) of the total number of authorized shares of
such class, two-fifths (2/5ths) (to the next lowest
whole number) of the total number of directors then
fixed;
provided, however, that notwithstanding anything herein to
the contrary, (i) such voting right of such class shall be
applicable only in the event that an arrearage in payment of
dividends shall exist with respect to any series of Preferred
Stock equal to six quarterly dividends on such series (or
dividends otherwise payable over a period of 18 months in the
case of any series, dividends on which are payable other than
on a quarterly basis), (ii) any such right to elect directors
shall cease upon the payment in full of any such arrearage or
arrearages, and (iii) such voting right of such class, when
applicable, shall not under any circumstances entitle the
Preferred Stock to elect less than one (1) nor more than two
(2) directors.
B. Preferred Stock.
(1) The Board of Directors is authorized, subject to
the limitations prescribed by law and the provisions of this
Paragraph B, to provide for the issuance of a class of
Preferred Stock in series and by amending this Amended and
Restated Certificate of Incorporation, as it may be amended
or supplemented from time to time, by its own resolution
solely, to establish the number of shares to be included in
each such series and to fix the designation, terms,
limitations, and relative rights and preferences of the
shares of each such series. The authority of the Board of
Directors with respect to each series shall include, but not
be limited to, determination of the following:
(a) The number of shares constituting that
series and the distinctive designation of that
series;
(b) The dividend rate on the shares of that
series and the times of payment thereof, whether
dividends shall be cumulative and, if so, from which
date or dates;
(c) Whether or not the shares of that
series shall have conversion privileges, and, if so,
the terms and conditions of such conversion,
including provision for adjustment of the conversion
rate in such events as the Board of Directors shall
determine;
(d) Whether or not the shares of that
series shall be redeemable, and, if so, the terms
and conditions of such redemption, including the
date or dates upon or after which they shall be
redeemable, and sinking fund provisions, if any,
providing for the redemption or purchase of shares
of that series and the amount per share payable in
case of redemption which amount may vary under
different conditions and at different redemption
dates; and
(e) Whether or not that series shall have
voting rights, such voting rights, if any, to be the
voting rights described in subparagraph (2) of
Paragraph A of this Article Fourth.
(2) Dividends on outstanding shares of the class of
Preferred Stock shall be declared and paid, or set apart for
payment, before any dividends shall be declared and paid, or
set apart for payment, on shares of Common Stock with respect
to the same dividend period.
C. Recapitalization.
(1) As provided for in the Agreement dated as of
June 7, 2005, by and among the corporation and various other
parties (the "Recapitalization Agreement"), upon the filing
(the "Effective Time") of this Amended and Restated
Certificate of Incorporation pursuant to the CBCA, each share
of the corporation's Class A common stock, par value $1.00
per share, issued and outstanding immediately prior to the
Effective Time (the "Old Class A Common Stock") will become
one share of validly issued, fully paid, and non-assessable
Common Stock authorized by Paragraph A of this Article FOURTH
without any action by the holder thereof.
(2) As provided for in the Recapitalization
Agreement, upon the Effective Time, (a) each share of the
corporation's Class B common stock, par value $1.00 per
share, issued and outstanding immediately prior to the
Effective Time (the "Old Class B Common Stock"), other than
the shares of Old Class B Common Stock described in clause
(b) below, shall be reclassified as and converted and changed
into 3.58 shares of validly issued, fully paid, and
non-assessable Common Stock authorized by Paragraph A of this
Article FOURTH and (b) each share of Old Class B Common Stock
issued and outstanding immediately prior to the Effective
Time and held by record holder(s) who have validly elected to
accept the "Alternative Class B Stock Consideration" as to
such shares of Old Class B Common Stock in accordance with
the Recapitalization Agreement, shall be reclassified as and
converted and changed into 1.84 shares of validly issued,
fully paid, and non-assessable Common Stock authorized by
Paragraph A of this Article FOURTH and an amount in cash
equal to $27.10, in each case without any further action by
the holder thereof. Notwithstanding anything to the contrary
set forth herein, (x) in lieu of any fractional shares of
Common Stock to which any holder of Old Class B Common Stock
would otherwise be entitled pursuant to this Paragraph C
(aggregating for this purpose all of the shares of Old Class
B Common Stock owned of record by such shareholder), such
shareholder shall be entitled to receive a cash payment equal
to the closing price of the Old Class A Common Stock on the
NASDAQ National Market on the last trading day occurring
prior to the date on which the Effective Time occurs
multiplied by such fraction, and (y) any cash payment to
which any holder of Old Class B Common Stock would otherwise
be entitled pursuant to this Paragraph C (aggregating for
this purpose all of the shares of Old Class B Common Stock
owned of record by such shareholder) shall be rounded down to
the nearest cent.
(3) Each certificate that prior to the Effective
Time represented a share or shares of Old Class A Common
Stock shall thereafter represent that number of shares of
Common Stock which the share or shares of Old Class A Common
Stock represented by such certificate shall have become in
accordance with this Paragraph C, until such certificate is
presented to the corporation or its transfer agent for
transfer or reissue in which event the corporation or its
transfer agent shall issue one or more stock certificates
representing the appropriate number of shares of Common
Stock. Each certificate that prior to the Effective Time
represented a share or shares of Old Class B Common Stock
shall thereafter represent that number of shares of Common
Stock into which the share or shares of Old Class B Common
Stock represented by such certificate shall have been
reclassified and converted in accordance with this Paragraph
C. Any required cash payment under this Paragraph C as to any
shares of Old Class B Common Stock will only be made
following presentation to the corporation or its transfer
agent of all the certificates held of record by the owner of
such shares of Old Class B Common Stock.
D. No Preemptive Rights.
There shall be no preemptive rights to purchase or subscribe for any
unissued stock of the corporation. No shareholder shall be entitled as of right
to purchase or subscribe for any unissued stock of the corporation, whether now
or hereafter authorized or whether of a class now existing or of a class
hereafter created, or to purchase or subscribe for any bonds, certificates of
indebtedness, debentures or other obligations convertible into stock of the
corporation.
FIFTH
The amount of paid-in capital stock with which the corporation
commenced business was Seven Thousand Dollars ($7,000).
SIXTH
The duration of this corporation is unlimited.
SEVENTH
The following provisions are for the regulation of the business of the
corporation and for the purpose of defining and regulating the powers of the
corporation and its officers, directors and shareholders:
A. Issuance of Authorized Capital Stock.
The Board of Directors is hereby authorized and empowered to issue
from time to time all or any part of the shares of the unissued authorized
capital stock of the corporation, as then constituted, for such consideration,
not less than par, as is permissible under the CBCA, and, upon receipt of such
consideration by the corporation, all shares of the capital stock of this
corporation so issued shall be deemed fully paid and nonassessable and the
holders of such shares shall not be liable thereunder to this corporation or
its creditors.
B. Indemnification of Directors and Officers.
Each director and officer of the corporation shall be indemnified by
the corporation against Liabilities, as defined in Section 33-770 of the CBCA,
incurred by him or her in connection with any Proceeding, as defined in Section
33-770 of the CBCA, to which he or she may be made a party by reason of being
or having been a director or officer of the corporation to the fullest extent
permitted by the CBCA. The foregoing right of indemnification shall not be
exclusive of other rights to which he or she may be entitled.
C. Limitation of Personal Liability.
The personal liability of a director to the corporation or its
shareholders for monetary damages for breach of duty as a director shall be
limited to an amount equal to the amount of compensation received by the
director for serving the corporation during the calendar year in which the
violation occurred (and if the director received no such compensation from the
corporation during the calendar year of the violation, such director shall have
no liability to the corporation or its shareholders for breach of duty) if such
breach did not:
(1) involve a knowing and culpable violation of law by the
director;
(2) enable the director or an associate, as defined in
Section 33-840 of the CBCA, to receive an improper personal economic
gain;
(3) show a lack of good faith and a conscious disregard for
the duty of the director to the corporation under circumstances in
which the director was aware that his or her conduct or omission
created an unjustifiable risk of serious injury to the corporation;
(4) constitute a sustained and unexcused pattern of
inattention that amounted to an abdication of the director's duty to
the corporation; or
(5) create liability under Section 33-757 of the CBCA.
Any repeal or modification of this Paragraph C shall not adversely
affect any right or protection of a director of the corporation existing at the
time of such repeal or modification.
Nothing contained in this Paragraph C shall be construed to deny to
the directors of the corporation any of the benefits provided by subsection (d)
of Section 33-756 of the CBCA.
D. Board of Directors.
(1) Number. Subject to the rights of any holder of any class
or series of Preferred Stock, the Board of Directors shall consist of
not less than three or more than 15 members, the exact number of which
shall be fixed from time to time by the Board of Directors.
(2) Classes. The directors shall be divided into three
classes, designated Class I, Class II and Class III. Each class shall
consist, as nearly as may be possible, of one-third of the total
number of directors constituting the entire Board of Directors. The
initial division of the Board of Directors into classes shall be made
by the affirmative vote of a majority of the entire Board of
Directors. The term of the initial Class I directors shall terminate
on the date of the 2006 annual meeting of shareholders; the term of
the initial Class II directors shall terminate on the date of the 2007
annual meeting of shareholders; and the term of the initial Class III
directors shall terminate on the date of the 2008 annual meeting of
shareholders. At each succeeding annual meeting of shareholders
beginning in 2006, successors to the class of directors whose term
expires at that annual meeting shall be elected for a three-year term.
If the number of directors is changed, any increase or decrease shall
be apportioned by the affirmative vote of a majority of the entire
Board of Directors among the classes so as to maintain the number of
directors in each class as nearly equal as possible, and any
additional director of any class elected by the shareholders at an
annual meeting of shareholders to fill a vacancy resulting from an
increase in such class shall hold office for a term that shall
coincide with the remaining term of that class, but in no case will a
decrease in the number of directors shorten the term of any incumbent
director.
(3) Term. A director shall hold office until the annual
meeting for the year in which such director's term expires and until
such director's successor shall be elected and shall qualify, subject,
however, to prior death, resignation, retirement, disqualification or
removal from office.
(4) Vacancies. Any vacancy on the Board of Directors, however
resulting, may be filled by the shareholders, or by a majority of the
directors then in office, even if less than a quorum, or by a sole
remaining director, provided, that the term of a director elected by
the directors or the sole remaining director expires at the next
meeting of shareholders at which directors are elected.
(5) Removal. Any director may be removed from office but only
for cause and only if the number of votes cast by holders of shares
entitled to vote for the election of directors in favor of the removal
of such director exceeds the number of votes cast by such shareholders
against the removal of such director and only at a meeting of
shareholders called for the purpose of such removal, the notice for
which states that the purpose or one of the purposes of the meeting is
the removal of such director.
(6) Preferred Stock Directors. Notwithstanding the foregoing,
whenever the holders of any one or more classes or series of Preferred
Stock shall have the right, voting separately by class or series, to
elect one or more directors at an annual or special meeting of
shareholders, the election, terms of office, filling of vacancies,
removal of directors and other features of the directorships shall be
governed by the terms of this Amended and Restated Certificate of
Incorporation or in any resolution or resolutions adopted by the Board
of Directors providing for the issuance of any class or series of
Preferred Stock, and such directors so elected shall not be divided
into classes pursuant to this Article SEVENTH unless expressly
provided by such terms.
EIGHTH
In furtherance and not in limitation of the powers conferred by
statute, a majority of the entire Board of Directors is expressly authorized to
adopt, repeal, alter, amend or rescind the Bylaws of the corporation. As used
in this Article EIGHTH, the term "entire Board of Directors" means the total
number of directors which the corporation would have, as fixed by the Board of
Directors under Paragraph D of Article SEVENTH of this Amended and Restated
Certificate of Incorporation, if there were no vacancies. In addition, the
Bylaws of the corporation may be amended, altered, repealed, or rescinded by
the affirmative vote of the holders of sixty-six and two-thirds percent (66
2/3%) of all capital stock of the corporation which by its terms may be voted
on all matters submitted to shareholders of the corporation generally, voting
together as a single class at a duly called meeting of the shareholders of the
corporation.
NINTH
Notwithstanding anything contained in this Amended and Restated
Certificate of Incorporation to the contrary, the affirmative vote of the
holders of at least sixty-six and two-thirds percent (66 2/3%) of all capital
stock of the corporation which by its terms may be voted on all matters
submitted to shareholders of the corporation generally, voting together as a
single class at a duly called meeting of the shareholders of the corporation,
shall be required to amend, alter, repeal, rescind or adopt any provision
inconsistent with Articles SEVENTH and EIGHTH of this Amended and Restated
Certificate of Incorporation and this Article NINTH.