EXHIBIT 3.1
AMENDED ARTICLES OF INCORPORATION
OF
SPARTON CORPORATION
ARTICLE I
The name of said corporation shall be SPARTON CORPORATION.
ARTICLE II
Said corporation is to be located at Cleveland, in Cuyahoga County, Ohio.
ARTICLE III
Said corporation is formed for the following purposes:
1. To engage in any manufacturing business, including without limiting the
generality of said purpose, the manufacture and sale of automobile parts and
accessories and other metal parts and metal products of every kind and
description, the manufacture and sale of radio and television and other
electronic products, parts and equipment of every kind and description, and the
manufacture and sale of cabinets, furniture and other wood and wooden products
and plastics and plastic products of every kind and description.
2. To purchase, lease, establish, or otherwise acquire, maintain, operate,
sell or otherwise dispose of broadcasting stations of all kinds for the purpose
of broadcasting, transmitting and disseminating information, music,
entertainment and advertisement of every kind, by radio, television, telephone,
or by any other means that have been or may hereafter be discovered or invented
for the receipt, transmission, delivery and conveyance of the same.
3. To produce, extract, manufacture, process, refine, purchase or
otherwise acquire, sell, deal in, transport, distribute and market coal, oil,
gas, lumber, minerals and metals, chemicals and chemical compositions, of every
kind and description and the products and by-products thereof.
4. To purchase, lease, exchange or otherwise acquire, sell, mortgage and
deal in oil, gas mineral and mining lands, properties, claims, leases and
rights, timber and lumber properties, oil and gas wells; and to explore, drill,
develop and operate such land, properties, mines and wells.
5. To manufacture, process, purchase, sell and generally to trade in, deal
in and with goods, wares and merchandise of every kind and description, and to
engage in and participate in any manufacturing or mercantile business of every
kind and description.
6. To acquire by purchase, exchange, lease or otherwise, and to own, hold,
use, develop and operate, and to sell, assign, lease, transfer, convey,
exchange, mortgage, pledge, or otherwise dispose of, deal in and with real
estate, lands, options, grants, mineral, oil and gas rights and royalties of
every kind and description, and personal property, chattels and choses in action
of every kind and description.
7. To apply for, register, purchase, lease or take licenses under or
otherwise acquire, hold, own, use, develop and grant licenses for, and to sell,
assign, mortgage, pledge or otherwise dispose of patents, inventions,
copyrights, designs, trademarks, trade names, processes, formulae and devices.
8. To acquire by purchase, lease, contract or otherwise, the whole or any
part of the property, assets, business and control of any person, firm,
association or corporation, either for cash or for stock, bonds, notes, or other
obligations or securities of the corporation or for property of the corporation;
to hold, operate, liquidate, sell or in any manner dispose of the whole or any
part thereof; and in connection therewith, to assume or guarantee performance of
any liabilities or contracts of such person, firm, association or corporation.
9. To conduct and carry on any experimental, research or development work,
incident to the foregoing or otherwise.
The foregoing enumeration shall not limit or restrict in any manner the
powers or authority which the corporation is or may be permitted to exercise
under the laws of the State of Ohio; provided however that nothing contained
herein shall be construed as authorizing the corporation to carry on the
business of a public utility or common carrier.
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ARTICLE IV
The capital stock of said corporation shall be as follows:
(a) The total number of shares of Common Stock which the Company shall
have authority to issue is Fifteen Million (15,000,000) shares of Common Stock,
par value $1.25 per share.
(b) Two Hundred Thousand (200,000) shares of Serial Preferred Stock,
without par value, to have the following terms and provisions:
Section 1. The Serial Preferred Stock may be issued from time to
time in series. Each share of Serial Preferred Stock of any one series shall be
identical with each other in all respects, except as to the date from which
dividends thereon shall be cumulative. All shares of Serial Preferred Stock
shall rank equally and shall be identical, except in respect of the terms which
may be fixed by the Board of Directors as hereinafter provided. Subject to the
provisions of Sections 2 to 9, both inclusive, of this Subdivision (b), which
provisions shall apply to all shares of Serial Preferred Stock, of all series,
the Board of Directors is hereby authorized to cause such shares of Serial
Preferred Stock to be issued in one or more series and with respect to each such
series prior to the issuance thereof to fix:
(a) The designation of the series, which may be by distinguishing
number, letter or title.
(b) The number of shares of the series, which number the Board of
Directors may increase or decrease, except where otherwise provided in the
creation of the series.
(c) The dividend rate of the series.
(d) The dates at which dividends, if declared, shall be payable, and
the dates from which dividends shall be cumulative.
(e) The liquidation price of the series.
(f) The redemption rights and price or prices, if any, for shares of
the series.
(g) The terms and amount of any sinking fund provided for the
purchase or redemption of shares of the series.
(h) Whether the shares of the series shall be convertible into
common stock, and if so, the conversion rate or rates or price or prices and the
adjustments thereof, if any, and all other terms and conditions upon which such
conversion may be made.
(i) Restrictions (in addition to those set forth in Sections 6(b)
and 6(c) of this Subdivision (b)) on the issuance of shares of the same series
or of any other class or series.
The Board of Directors is authorized to adopt from time to time
amendments to the Articles of Incorporation or Amended Articles of Incorporation
of the Corporation fixing, with respect to each such series, the matters
specified in clauses (a) to (i) both inclusive of this Section 1.
Section 2. The holders of Serial Preferred Stock of each series, in
preference to the holders of common stock and any other class of shares ranking
junior to the Serial Preferred Stock, shall be entitled to receive out of any
funds legally available and when and as declared by the Board of Directors cash
dividends at the rate (and no more) for such series fixed in accordance with the
provisions of Section 1 of this Subdivision (b), payable quarterly on the dates
fixed for such series. Such dividends shall be cumulative, in the case of shares
of each particular series, from and after the date or dates fixed with respect
to such series. No dividends may be paid upon or declared and set apart for any
of the Serial Preferred Stock for any quarterly dividend period unless at the
same time a like proportionate dividend for the same quarterly dividend period,
ratably in proportion to the respective annual dividend rates fixed therefore,
shall be paid upon or declared or set apart for all Serial Preferred Stock of
all series then outstanding and entitled to receive such dividend.
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Section 3. So long as any Serial Preferred Stock is outstanding, no
dividend, except a dividend payable in common stock or any other shares of the
Corporation ranking junior to the Serial Preferred Stock, shall be paid or
declared or any distribution be made except as aforesaid on the common stock or
any other shares of the Corporation ranking junior to the Serial Preferred
Stock, nor shall any common stock or any other shares of the Corporation ranking
junior to the Serial Preferred Stock be purchased, retired or otherwise acquired
by the Corporation (except out of the proceeds of the sale of common stock or
any other shares of the Corporation ranking junior to the Serial Preferred Stock
received by the Corporation subsequent to June 30, 1968):
(a) Unless all accrued and unpaid dividends on the Serial Preferred
Stock, including the full dividends for the current quarterly dividend
period, shall have been declared and paid or a sum sufficient for payment
thereof set apart; and
(b) Unless there shall be no default with respect to the redemption
of Serial Preferred Stock of any series from, and no default with respect
to any required payment into, any sinking fund provided for shares of such
series in accordance with the provisions of Section 1 of this Subdivision
(b).
Section 4.
(a) Subject to the express terms of each series and to the
provisions of Section 6(b)(iii) of this Subdivision (b), the Corporation
(i) may from time to time redeem all or any part of the Serial Preferred
Stock of any series at the time outstanding at the option of the Board of
Directors at the applicable redemption price for such series fixed in
accordance with the provisions of Section 1 of this Subdivision (b), or
(ii) shall from time to time make such redemptions of the Serial Preferred
Stock as may be required to fulfill the requirements of any sinking fund
provided for shares of such series at the applicable sinking fund
redemption price fixed in accordance with the provisions of Section 1 of
this Subdivision (b), together in each case with accrued and unpaid
dividends to the redemption date.
(b) Notice of every such redemption shall be mailed, by first class
mail, postage prepaid, to the holders of record of the Serial Preferred
Stock to be redeemed at their respective addresses then appearing on the
books of the Corporation, not less than thirty (30) nor more than sixty
(60) days prior to the date fixed for such redemption. At any time before
or after notice has been given as above provided, the Corporation may
deposit the aggregate redemption price of the shares of Serial Preferred
Stock to be redeemed, together with accrued and unpaid dividends thereon
to the redemption date, with any bank or trust company in New York, New
York, Cleveland, Ohio, Chicago, Illinois, or Grand Rapids, Michigan,
having capital and surplus of more than Five Million Dollars ($5,000,000),
named in such notice, directed to be paid to the respective holders of the
shares of Serial Preferred Stock so to be redeemed, in amounts equal to
the redemption price of all shares of Serial Preferred Stock so to be
redeemed, together with accrued and unpaid dividends thereon to the
redemption date, on surrender of the stock certificate or certificates
held by such holders, and upon the giving of such notice and the making of
such deposit such holders shall cease to be shareholders with respect to
such shares, and after such notice shall have been given and such deposit
shall have been made such holders shall have no claim against the
Corporation with respect to such shares except only to receive such money
from such bank or trust company without interest or the right to exercise,
before the redemption date, any unexpired rights of conversion. In case
less than all of the outstanding shares of Serial Preferred Stock are to
be redeemed, the Corporation shall select by lot the shares so to be
redeemed in such manner as shall be prescribed by its Board of Directors.
If the holders of shares of Serial Preferred Stock which shall
have been called for redemption shall not, within six years after such
deposit, claim the amount deposited for the redemption thereof, any such
bank or trust company shall, upon demand, pay over to the Corporation such
unclaimed amounts and thereupon such bank or trust company and the
Corporation shall be relieved of all responsibility in respect thereof and
to such holders.
(c) Any shares of Serial Preferred Stock which are redeemed by the
Corporation pursuant to the provisions of this Section 4 of this
Subdivision (b) and any shares of Serial Preferred Stock which are
purchased and delivered in satisfaction of any sinking fund requirements
provided for shares of such series and any shares of Serial Preferred
Stock which are converted in accordance with their express terms shall be
cancelled and not reissued. Any shares of Serial Preferred Stock otherwise
acquired by the Corporation shall be restored to the status of authorized
and unissued shares of Serial Preferred Stock without serial designation.
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Section 5.
(a) The holders of Serial Preferred Stock of any series shall, in case of
liquidation, dissolution or winding up of the Corporation, be entitled to
receive in full out of the assets of the Corporation, including its capital,
before any amount shall be paid or distributed among the holders of common stock
or any other shares ranking junior to the Serial Preferred Stock, the amounts
fixed with respect to shares of such series in accordance with Section 1 of this
Subdivision (b), plus in any such event an amount equal to all dividends accrued
and unpaid thereon to the date of payment of the amount due pursuant to such
liquidation, dissolution or winding up of the Corporation. In case the net
assets of the Corporation legally available therefore are insufficient to permit
the payment upon all outstanding shares of Serial Preferred Stock of the full
preferential amount to which they are respectively entitled, then such net
assets shall be distributed ratably upon outstanding shares of Serial Preferred
Stock in proportion to the full preferential amount to which each such share is
entitled.
After payment to holders of Serial Preferred Stock of the full
preferential amounts as aforesaid, holders of Serial Preferred Stock as such
shall have no right or claim to any of the remaining assets of the Corporation.
(b) The merger or consolidation of the Corporation into or with any other
corporation, or the merger of any other corporation into it, or the sale, lease,
or conveyance of all or substantially all of the property or business of the
Corporation, shall not be deemed to be a dissolution, liquidation or winding up
of the Corporation for the purposes of this Section 5 of this Subdivision (b).
Section 6.
(a) The holders of Serial Preferred Stock shall be entitled to one vote
for each share of such stock upon all matters presented to shareholders; and,
except as otherwise provided herein or required by law, the holders of Serial
Preferred Stock and the holders of common stock shall vote together as one class
on all matters.
If, and so often as, the Corporation shall be in default in the
payment of the equivalent of six quarterly dividends (whether or not
consecutive) on any series of Serial Preferred Stock at any time outstanding,
whether or not earned or declared, the holders of Serial Preferred Stock of all
series voting separately as a class and in addition to all other rights to vote
for Directors shall thereafter be entitled to elect, as herein provided, two
members of the Board of Directors of the Corporation; provided, however, that
the special class voting rights provided for herein when the same shall have
become vested shall remain so vested until all accrued and unpaid dividends on
the Serial Preferred Stock of all series then outstanding shall have been paid,
whereupon the terms of the Directors elected by the holders of Serial Preferred
Stock shall terminate and the holders of Serial Preferred Stock shall be
divested of their special class voting rights in respect of subsequent elections
of Directors, subject to the revesting of such special class voting rights in
the event hereinabove specified in this Section 6(a).
In the event of default entitling the holders of Serial Preferred
Stock to elect two Directors as above specified, a special meeting of the
shareholders for the purpose of electing such Directors shall be called by the
Secretary of the Corporation upon written request of, or may be called by, the
holders of record of at least 10% of the shares of Serial Preferred Stock of all
series at the time outstanding, and notice thereof shall be given in the same
manner as that required for the annual meeting of shareholders; provided,
however, that the Corporation shall not be required to call such special meeting
if the annual meeting of the shareholders shall be held within ninety (90) days
after the date of receipt of the foregoing written request from the holders of
Serial Preferred Stock. At any meeting at which the holders of Serial Preferred
Stock shall be entitled to elect Directors, the holders of not less than
one-third of the outstanding shares of Serial Preferred Stock of all series,
present in person or by proxy, shall be sufficient to constitute a quorum, and
the vote of the holders of a majority of such shares so present at any such
meeting at which there shall be a quorum shall be sufficient to elect the
members of the Board of Directors which the holders of Serial Preferred Stock
are entitled to elect as hereinbefore provided.
The two Directors who may be elected by the holders of Serial
Preferred stock pursuant to the foregoing provisions shall be in addition to any
other Directors then in office or proposed to be elected otherwise than pursuant
to such provisions, and nothing in such provisions shall prevent any change
otherwise permitted in the total number of Directors of the Corporation or
require the resignation of any Director elected otherwise than pursuant to such
provisions.
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(b) The affirmative vote or consent of the holders of at least
two-thirds of the then outstanding shares of Serial Preferred Stock, given
in person or by proxy, either in writing or at a meeting called for the
purpose at which the holders of Serial Preferred Stock shall vote
separately as a class, shall be necessary to effect any one or more of the
following (but insofar as the holders of Serial Preferred Stock are
concerned, such action may be effected with such vote or consent):
(i) Any amendment, alteration or repeal of any of the
provisions of the Articles of Incorporation or of the Regulations of
the Corporation which affects adversely the voting powers, rights or
preferences of the holders of Serial Preferred Stock; provided,
however, that for the purpose of this clause (i) only, neither the
amendment of the Articles of Incorporation of the Corporation to
authorize, or to increase the authorized or outstanding number of
shares of, Serial Preferred Stock or of any shares of any class
ranking on a parity with or junior to the Serial Preferred Stock,
nor the increase by the shareholders pursuant to the Regulations of
the number of Directors of the Corporation shall be deemed to affect
adversely the voting powers, rights or preferences of the holders of
Serial Preferred Stock; and provided further, that if such
amendment, alteration or repeal affects adversely the rights or
preferences of one or more but not all then outstanding series of
Serial Preferred Stock, only the affirmative vote or consent of the
holders of a least two-thirds of the number of the then outstanding
shares of the series so affected shall be required;
(ii) The authorization, or the increase in the authorized
number of any shares of any class ranking prior to the Serial
Preferred Stock; or
(iii) The purchase or redemption (whether for sinking fund
purposes or otherwise) of less than all the then outstanding shares
of Serial Preferred Stock except in accordance with a purchase offer
made to all holders of record of Serial Preferred Stock, unless all
dividends on all Serial Preferred Stock then outstanding for all
previous quarterly dividend periods shall have been declared and
paid or funds therefore set apart and all accrued sinking fund
obligations applicable to all Serial Preferred Stock shall have been
complied with.
(c) The affirmative vote or consent of the holders of at least a
majority of the then outstanding shares of Serial Preferred Stock, given
in person or by proxy, either in writing or at a meeting called for the
purpose at which the holders of Serial Preferred Stock shall vote
separately as a class, shall be necessary (but insofar as the holders of
Serial Preferred Stock are concerned such action may be effected with such
affirmative vote or consent) to authorize any shares ranking on a parity
with the Serial Preferred Stock or an increase in the authorized number of
shares of Serial Preferred Stock.
Section 7. No holder of Serial Preferred Stock of any series shall
be entitled as such as a matter of right to subscribe for or purchase any part
of any issue of shares of the Corporation, of any class whatsoever, or any part
of any issue of securities convertible into shares of the Corporation, of any
class whatsoever, and whether issued for cash, property, services, or otherwise.
Section 8. For the purposes of the Subdivision (b):
(a) Whenever reference is made to shares "ranking prior to the
Serial Preferred Stock," such reference shall mean and include all shares
of the Corporation, if any, in respect of which the rights of the holders
thereof as to the payment of dividends or as to distributions in the event
of a voluntary or involuntary liquidation, dissolution or winding up of
the Corporation are given preference over the rights of the holders of
Serial Preferred Stock.
(b) Whenever reference is made to shares "on a parity with the
Serial Preferred Stock," such reference shall mean and include all shares
of the Corporation in respect of which the rights of the holders thereof
as to the payment of dividends and as to distributions in the event of a
voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation rank on an equality with the rights of the
holders of Serial Preferred Stock.
(c) Whenever reference is made to shares "ranking junior to the
Serial Preferred Stock," such reference shall mean and include all shares
of the Corporation other than those referred to or defined under clauses
(a) and (b) of this Section 8 as shares "ranking prior to" or "on a parity
with" the Serial Preferred Stock.
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ARTICLE V
No holder of shares of the Corporation of any class shall have any
pre-emptive right to purchase or have offered to them for purchase or subscribe
for any shares of the Corporation of any class or any part of any issue of
securities convertible into shares of the Corporation of any class, whether
issued or offered for cash, property, services or otherwise. No holder of shares
of the Corporation of any class may vote cumulatively in the election of
directors.
ARTICLE VI
The Corporation shall have the right, to the extent permitted by law, to
purchase, hold, sell and transfer shares of its own common stock from time to
time to such extent and in such manner and upon such terms as the Board of
Directors shall from time to time determine.
ARTICLE VII
These Amended Articles of Incorporation shall supersede and take the place
of the existing Articles of Incorporation of the Corporation and all amendments
thereto.
Amendment Log:
Amended & Restated Articles:
June 1970
Amendment: Article Fourth, subparagraph (a) 3M shares to 6M shares 7/17/72
Amendment: Article Fourth, subparagraph (a) 6M shares to 8.5M shares 1026/83
Amendment: Article Fourth, subparagraph (a) 8.5M shares to 15M shares 10/23/02
Amendment: Article Fifth Elimination of Cumulative Voting 10/15/04
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