Photronics, Inc.
Charter Amendment in a 10-K on 12/23/2019   Download
SEC Document
SEC Filing
CERTIFICATE AMENDING
CERTIFICATE OF INCORPORATION
OF
PHOTRONIC LABS, INC.
 
BY ACTION OF
BOARD OF DIRECTORS AND SHAREHOLDERS
 
I)
The Certificate of Incorporation is amended only by the following resolutions adopted by the Corporations’ shareholders and directors:

 
RESOLVED, that the Certificate of Incorporation of the Corporation be amended by striking Article FIRST in its entirety and substituting therefor the following:

 
1)
The name of the corporation is Photronics, Inc.;

Be it further

RESOLVED, that the Certificate of Incorporation be amended by striking Article Third in its entirety and substituting therefor the following:

 
3)
The aggregate number of shares which the Corporation shall have the authority to issue is 12,000,000 shares, of which 2,000,000 shares shall be shares of Preferred Stock having a par value of $.01 per share (hereinafter called “Preferred Stock”) and 10,000,000 shares shall be shares of Common Stock having a par value of $.01 per share (hereinafter called “Common Stock”).

The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of the Preferred Stock shall be as follows:

a)
The Board of Directors is expressly authorized at any time, and from time to time, to provide for the issuance of shares of Preferred Stock in one or more series, with such voting powers, full or limited, or without voting powers and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors, and as are not stated and expressed in this Certificate of Incorporation, or any amendment thereto, including (but without limiting the generality of the foregoing) the following:

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(i)
The designation of such series;

(ii)
The dividend rate of such series, the conditions and dates upon which such dividends shall be payable, the preference or relation which such dividends shall bear to the dividends payable on any other class or classes of any other series of capital stock, and whether such dividends shall be cumulative or non-cumulative;

(iii)
Whether the shares of such series shall be subject to redemption by the Corporation, and, if made subject to such redemption, the times, prices and other terms and conditions of such redemption;

(iv)
The terms and amount of any sinking fund provided for the purchase or redemption of the shares of such series;

(v)
Whether or not the shares of such series shall be convertible into or exchangeable for shares or any other class or classes of capital stock of the Corporation, and, if provision be made for conversion or exchange, the times, prices, rates, adjustments, and other terms and conditions of such conversion or exchange;

(vi)
The extent, if any, to which the holders of the shares of such series shall be entitled to vote as a class or otherwise with respect to the election of the directors or otherwise;

(vii)
The restrictions, if any, on the issue or release of any additional Preferred Stock;

(viii)
The rights of the holders of the shares of such series upon the dissolution of, or upon the distribution of assets of, the Corporation.
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b)
Except as otherwise required by law and except for such voting powers with respect to the election of directors or other matters as may be stated in the resolutions of the Board of Directors creating any series of Preferred Stock,the holders of any such series shall have no voting power whatsoever.

Subject to the provisions of any applicable law, or except as otherwise provided by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall exclusively possess voting power for the election of directors and for all other purposes, each holder of record of shares of Common Stock being entitled to one vote for each share of Common Stock standing in his name on the books of the Corporation.

Except as otherwise provided by the resolution or resolutions providing for the issue of any series of Preferred Stock, after payment shall have been made to the holders of Preferred Stock of the full amount of dividends to which they shall be entitled pursuant to the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to receive such dividends as from time to time may be declared by the Board of Directors.

Except as otherwise provided by the resolution or resolutions providing for the issue of any series of Preferred Stock, in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary,after payment shall have been made to the holders of Preferred Stock of the full amount to which they shall be entitled pursuant to the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to share, ratably according to the number of shares of Common Stock held by them, in all remaining assets of the Corporation available for distribution to its shareholders.

Be it further
 
RESOLVED, that the Certificate of Incorporation of this Corporation be amended by adding Article EIGHTH in the following form:
 
8)
The shareholders of the Corporation shall not have any pre-emptive or preferential rights to subscribe for, purchase or receive any shares of stock of the Corporation (or any obligation convertible into shares of stock,including without limitation, warrants, subscription rights or options to acquire shares) which the Corporation may issue or sell.
 
Be it further
 
RESOLVED,
that the Certificate of Incorporation of this Corporation be amended by adding Article NINTH in the following form:
 
9)
The personal liability of any Director to the Corporation or its shareholders for monetary damages for breach of duty as a Director is hereby limited to the amount of the compensation received by the Director for serving the Corporation during the year of the violation if such breach did not (a) involve a knowing and culpable violation of law by the Director, (b) enable the Director or an associate, as defined in subdivision (3) of Section 33-374d of the Connecticut General Statutes, to receive an improper personal economic gain, (c) 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 conduct or omission created an unjustifiable risk of serious injury to the Corporation, (d) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the Director’s duty to the Corporation, or (e) create liability under Section 33-321 of the Connecticut General Statutes. This Article shall not limit or preclude the liability of any Director for any act or omission occurring prior to the effective date of this Article. Any repeal or modification of this Article by the shareholders of the Corporation shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification.
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II)
The above resolutions were adopted by the Shareholders and the Board of Directors.
III)
Number of Recordholders:
At the time of the shareholders vote approving these amendments to the Certificate of Incorporation, the Corporation had at least one hundred recordholders.
IV)
Vote of Shareholders:
 
Number of Shares
Entitled to Vote
 
Total Voting
Power of Shares
Entitled to Vote
 
Vote Required
For Adoption
 
Favoring
Adoption
3,191,100
 
3,191,100
 
1,594,801
 
2,507,209

Dated at Brookfield Center, Connecticut the 16th day of March, 1990.
 
We hereby declare under the penalties of false statement that the statements made in the foregoing certificate are true.
 
 
/s/
Constantine Macricostas
 
 
Constantine Macricostas
 
 
President
 
 
 
/s/
Jeffrey P. Moonan
 
 
Jeffrey P. Moonan
 
 
Secretary