Attached files
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10-Q - FORM 10-Q - Avery Dennison Corp | v54483e10vq.htm |
EX-12 - EX-12 - Avery Dennison Corp | v54483exv12.htm |
EX-32.1 - EX-32.1 - Avery Dennison Corp | v54483exv32w1.htm |
EX-31.2 - EX-31.2 - Avery Dennison Corp | v54483exv31w2.htm |
EX-31.1 - EX-31.1 - Avery Dennison Corp | v54483exv31w1.htm |
EX-32.2 - EX-32.2 - Avery Dennison Corp | v54483exv32w2.htm |
EX-10.14 - EX-10.14 - Avery Dennison Corp | v54483exv10w14.htm |
EX-10.31.2 - EX-10.31.2 - Avery Dennison Corp | v54483exv10w31w2.htm |
EX-10.18.2 - EX-10.18.2 - Avery Dennison Corp | v54483exv10w18w2.htm |
Exhibit 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
AVERY DENNISON CORPORATION
OF
AVERY DENNISON CORPORATION
(Originally Incorporated on February 23, 1977 under the name
AVERY INTERNATIONAL CORPORATION)
AVERY INTERNATIONAL CORPORATION)
ARTICLE I
The name of the Corporation is:
AVERY DENNISON CORPORATION
ARTICLE II
The address of the registered office of the Corporation in the State of Delaware is 2711
Centerville Road, Suite 400, City of Wilmington, County of New Castle, and the name of its
registered agent at that address is United States Corporation Company.
ARTICLE III
The purpose of the 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.
ARTICLE IV
(a) The Corporation is authorized to issue two classes of shares to be designated,
respectively, Common Stock and Preferred Stock. The total number of shares which the
Corporation shall have authority to issue is Four Hundred Five Million (405,000,000) shares, and
the aggregate par value of all shares which are to have a par value is Four Hundred Five Million
Dollars ($405,000,000). The total number of shares of Preferred Stock which the Corporation shall
have authority to issue is Five Million (5,000,000) shares, and the par value of each share of
Preferred Stock is One Dollar ($1.00). The total number of shares of Common Stock which the
Corporation shall have authority to issue is Four Hundred Million (400,000,000) shares, and the par
value of each share of Common Stock is One Dollar ($1.00).
(b) The Preferred Stock may be issued in one or more series, each series to be appropriately
designated by a distinguishing letter or title, prior to the issue of any shares thereof.
(c) The Board of Directors is hereby authorized to fix or alter the dividend rights, dividend
rate, conversion rights, voting rights, rights and terms or redemption (including sinking fund
provisions, if any), the redemption price or prices, the liquidation
preferences, any other designations, preferences and relative, participating, optional or other special rights, and any
qualifications, limitations or restrictions thereof, of any wholly unissued series of Preferred Stock, and the number of shares constituting any such
unissued series and the designation thereof, or any of them; and to increase or decrease the number
of shares of any series subsequent to the issue of shares of that series, but not below the number
of shares of such series then outstanding. In case the number of shares of any series shall be so
decreased, the shares constituting such decrease shall resume the status which they had prior to
the adoption of the resolution originally fixing the number of shares of such series.
(d) Pursuant to the authority conferred by this Article IV upon the Board of Directors of the
Corporation, the Board of Directors created a series of 1,300,000 shares of Preferred Stock
designated as Series A Junior Participating Preferred Stock by filing a Certificate of Designations
of the Corporation with the Secretary of State of the State of Delaware on December 10, 1997 and
the voting powers, designations, preferences and relative, participating, optional or other special
rights, and the qualifications, limitations or restrictions thereof, of the Corporations Series A
Junior Participating Preferred Stock are set forth in Appendix A hereto and are incorporated herein
by reference.
ARTICLE V
In furtherance and not in limitation of the powers conferred by statute, the Board of
Directors is expressly authorized to make, repeal, alter, amend and rescind the Bylaws of the
Corporation.
ARTICLE VI
[repealed].
ARTICLE VII
The number of directors shall be fixed from time to time by a bylaw or amendment thereof duly
adopted by the Board of Directors or by the stockholders.
ARTICLE VIII
The Board of Directors shall be and is divided into three classes, Class I, Class II and Class
III. The number of directors in each class shall be the whole number contained in the quotient
arrived at by dividing the authorized number of directors by three, and if a fraction is also
contained in such quotient then if such fraction is one-third (1/3) the extra director shall be a
member of Class III and if the fraction is two-thirds (2/3) one of the extra directors shall be a
member of Class III and the other shall be a member of Class II. Each director shall serve for a
term ending on the date of the third annual meeting following the annual meeting at which such
director was elected; provided, however, that the directors appointed in Article IX herein to Class
I shall serve
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for a term ending on the date of the first annual meeting next following November 30,
1977, the directors appointed in Article IX herein to Class II shall serve for a term ending on the
date of the second annual meeting next following November 30, 1977, and the directors appointed in Article IX herein to Class III shall serve for a term ending on the date of
the third annual meeting next following November 30, 1977.
In the event of any increase or decrease in the authorized number of directors, (a) each
director then serving as such shall nevertheless continue as a director of the class of which he is
a member until the expiration of his current term, or his prior death, retirement, resignation or
removal, and (b) the newly created or eliminated directorships resulting from such increase or
decrease shall be apportioned by the Board of Directors to such class or classes as shall, so far
as possible, bring the number of directors in the respective classes into conformity with the
formula in this Article, as applied to the new authorized number of directors.
Notwithstanding any of the foregoing provisions of this Article, each director shall serve
until his successor is elected and qualified or until his death, retirement, resignation or
removal. No director may be removed during his term except for cause. Should a vacancy occur or
be created, the remaining directors (even though less than a quorum) may fill the vacancy for the
full term of the class in which the vacancy occurs or is created.
ARTICLE IX
The names and addresses of the initial directors of the Corporation, and the class to which
each is hereby appointed, are as follows:
Name | Address | Class | ||
R. Stanton Avery |
Avery International Corporation | III | ||
415 Huntington Drive | ||||
San Marino, California 91108 | ||||
H. Russell Smith |
Avery International Corporation | III | ||
415 Huntington Drive | ||||
San Marino, California 91108 | ||||
H. Safford Nye |
1275 Oak Grove | III | ||
San Marino, California 91108 | ||||
Austin H. Peck, Jr. |
Latham & Watkins | II | ||
555 South Flower Street | ||||
Los Angeles, California 90071 | ||||
Lawrence R. Tollenaere |
Ameron, Inc. | II | ||
400 South Atlantic Blvd. | ||||
Monterey Park, California 91754 |
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Name | Address | Class | ||
F. Daniel Frost |
Gibson, Dunn & Crutcher | II | ||
515 South Flower Street | ||||
Los Angeles, California 90071 | ||||
Dennis S. Avery |
City Attorney's Office | I | ||
San Diego, California 92101 | ||||
Paolo N. Rogers |
106 Piazza Navona | I | ||
Rome, Italy | ||||
Charles D. Miller |
Avery International Corporation | I | ||
415 Huntington Drive | ||||
San Marino, California 91108 |
ARTICLE X
Elections of directors at an annual or special meeting of stockholders need not be by written
ballot unless the Bylaws of the Corporation shall so provide.
ARTICLE XI
No action shall be taken by the stockholders except at an annual or special meeting of
stockholders.
ARTICLE XII
Special meetings of the stockholders of the Corporation for any purpose or purposes may be
called at any time by the Board of Directors, or by a majority of the members of the Board of
Directors, or by a committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as provided in a resolution of the Board of Directors
or in the Bylaws of the Corporation, include the power to call such meetings, but such special
meetings may not be called by any other person or persons; provided, however, that if and to the
extent that any special meeting of stockholders may be called by any other person or persons
specified in any provisions of the Certificate of Incorporation or any amendment thereto or any
certificate filed under Section 151(g) of the Delaware General Corporation Law, then such special
meeting may also be called by the person or persons, in the manner, at the times and for the
purpose so specified.
ARTICLE XIII
[Intentionally omitted]
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ARTICLE XIV
[repealed].
ARTICLE XV
[repealed].
ARTICLE XVI
The Corporation reserves the right to amend, alter, change or repeal any provision contained
in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred on stockholders herein are granted subject to this reservation.
ARTICLE XVII
Each reference to this Certificate of Incorporation to any provision of the Delaware General
Corporation Law refers to the specified provision of the General Corporation Law of the State of
Delaware, as the same now exists or as it may hereafter be amended or superseded.
ARTICLE XVIII
[repealed].
ARTICLE XIX
A director shall not be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that this Article XIX shall not
eliminate or limit the liability of a director (i) for any breach of his duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transaction from which the director
derives an improper personal benefit.
If the General Corporation Law of the State of Delaware is hereafter amended to authorize
corporate action further limiting or eliminating the personal liability of directors, then the
liability of the director to the Corporation shall be limited or eliminated to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as so amended from time to time.
An repeal or modification of this Article XIX by the stockholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on the personal liability of a
director of the Corporation existing at the time of such repeal or modification.
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Appendix A
CERTIFICATE OF DESIGNATIONS
of
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
of
AVERY DENNISON CORPORATION
(Pursuant to Section 151 of the
Delaware General Corporation Law)
of
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
of
AVERY DENNISON CORPORATION
(Pursuant to Section 151 of the
Delaware General Corporation Law)
Avery Dennison Corporation, a corporation organized and existing under the General Corporation Law
of the State of Delaware (hereinafter called the Corporation), hereby certifies that the
following resolution was adopted by the Board of Directors of the Corporation as required by
Section 151 of the General Corporation Law at a meeting duly called and held on October 23, 1997:
RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this
Corporation (hereinafter called the Board of Directors or the Board) in accordance with the
provisions of the Certificate of Incorporation, the Board of Directors hereby creates a series of
Preferred Stock, par value $1.00 per share, of the Corporation (the Preferred Stock) and hereby
states the designation and number of shares, and fixes the relative rights, preferences, and
limitations thereof as follows:
Series A Junior Participating Preferred Stock:
Section I. Designation and Amount.The shares of such series shall be designated as
Series A Junior Participating Preferred Stock (the Series A Preferred Stock) and the number of
shares constituting the Series A Preferred Stock shall be 1,300,000. Such number of shares may be
increased or decreased by resolution of the Board of Directors; provided, that no decrease
shall reduce the number of shares of Series A Preferred Stock to a number less than the number of
shares then outstanding plus the number of shares reserved for issuance upon the exercise of
outstanding options, rights or warrants or upon the conversion of any outstanding securities issued
by the Corporation convertible into Series A Preferred Stock.
Section II. Dividends and Distributions.
A. Subject to the rights of the holders of any shares of any series of Preferred Stock (or any
similar stock) ranking prior and superior to the Series A Preferred Stock with respect to
dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of
Common Stock, par value $1.00 per share (the Common Stock), of the Corporation, and of any other
junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out
of funds legally available for the purpose, quarterly dividends payable in cash on the first day of
March, June, September and December in each year (each such date being referred to herein as a
Quarterly Dividend Payment Date), commencing on the first Quarterly Dividend Payment Date after
the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per
share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to the provision
for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends
or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of
the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common
Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first
Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of
Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock
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payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is the number of shares
of Common Stock that were outstanding immediately prior to such event.
B. The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as
provided in paragraph (A) of this Section immediately after it declares a dividend or distribution
on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in
the event no dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of $1 per share on the Series A Preferred Stock shall nevertheless be
payable on such subsequent Quarterly Dividend Payment Date.
C. Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred
Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares,
unless the date of issue of such shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the determination of holders of shares of Series A Preferred Stock
entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of
Series A Preferred Stock in an amount less than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all
such shares at the time outstanding. The Board of Directors may fix a record date for the
determination of holders of shares of Series A Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be not more than 60 days prior
to the date fixed for the payment thereof.
Section III. Voting Rights. The holders of shares of Series A Preferred Stock shall have
the following voting rights:
A. Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred
Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the
stockholders of the Corporation. In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the number of votes per share to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is the number of shares
of Common Stock that were outstanding immediately prior to such event.
B. Except as otherwise provided herein, in any other Certificate of Designations creating a series
of Preferred Stock or any similar stock, or by law, the holders of shares of Series A Preferred
Stock and the holders of shares of Common Stock and any other capital stock of the Corporation
having general voting rights shall vote together as one class on all matters submitted to a vote of
stockholders of the Corporation.
C. Except as set forth herein, or as otherwise provided by law, holders of Series A Preferred Stock
shall have no special voting rights and their consent shall not be required (except to the extent
they are entitled
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to vote with holders of Common Stock as set forth herein) for taking any
corporate action.
Section IV. Certain Restrictions.
A. Whenever quarterly dividends or other dividends or distributions payable on the Series A
Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:
1. declare or pay dividends, or make any other distributions, on any shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred
Stock;
2. declare or pay dividends, or make any other distributions, on any shares of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A
Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity
stock on which dividends are payable or in arrears in proportion to the total amounts to which the
holders of all such shares are then entitled;
3. redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred
Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares
of any such junior stock in exchange for shares of any stock of the Corporation ranking junior
(either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred
Stock; or
4. redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred
Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock, except in
accordance with a purchase offer made in writing or by publication (as determined by the Board of
Directors) to all holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good faith will result in fair and equitable
treatment among the respective series or classes.
B. The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise
acquire for consideration any shares of stock of the Corporation unless the Corporation could,
under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and
in such manner.
Section V. Reacquired Shares. Any shares of Series A Preferred Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled
promptly after the acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of
Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the
Certificate of Incorporation, or in any other Certificate of Designations creating a series of
Preferred Stock or any similar stock or as otherwise required by law.
Section VI. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or
winding up of the Corporation, no distribution shall be made (1) to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution of winding up) to the
Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock
shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment, provided that the
holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per
share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the
aggregate amount to be distributed per share to holders of shares of Common Stock, or (2) to the
holders of shares of stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on
the Series A Preferred Stock and all such parity stock in proportion to the total amounts to which
the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In
the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable
in shares of Common Stock,
8
or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend
in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under the proviso in clause (1) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
Section VII. Consolidation, Merger, Etc. In case the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other property, then in
any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged
or changed into an amount per share, subject to the provision for adjustment hereinafter set forth,
equal to 100 times the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share of Common Stock is
changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of
Common Stock, then in each such case the amount set forth in the preceding sentence with respect to
the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.
Section VIII. No Redemption.The shares of Series A Preferred Stock shall not be
redeemable.
Section IX. Rank. The Series A Preferred Stock shall rank, with respect to the payment of
dividends and the distribution of assets, junior to all series of any other class of the
Corporations Preferred Stock.
Section X. Amendment. The Certificate of Incorporation of the Corporation shall not be
amended in any manner which would materially alter or change the powers, preferences or special
rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote
of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single class.
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