SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): June 13, 1997 (5/29/97)
E. I. du Pont de Nemours and Company
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-815 51-0014090
(State or Other Jurisdiction (Commission (I.R.S Employer
of Incorporation) File Number) Identification No.)
1007 Market Street
Wilmington, Delaware 19898
(Address of principal executive offices)
Registrant's telephone number, including area code: (302) 774-1000
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Item 5. Other Events
------------
In connection with Debt and/or Equity Securities that
may be offered on a delayed or continuous basis under
Registration Statements on Form S-3 (No. 33-53327, No. 33-61339
and No. 33-60069), we hereby file the following Restated
Certificate of Incorporation of E. I. du Pont de Nemours and
Company.
Exhibit
Number Description of Exhibit
- ------- ------------------------------------------------
3.1 Copy of Company's Restated Certificate of
Incorporation, as last amended May 29, 1997.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
E. I. DU PONT DE NEMOURS AND COMPANY
(Registrant)
/s/D. B. Smith
------------------------------------
D. B. Smith
Assistant Controller
June 13, 1997
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ------------------------------------------------
3.1 Copy of the Company's Restated Certificate of
Incorporation, as last amended May 29, 1997.
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Exhibit 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
E. I. DU PONT DE NEMOURS AND COMPANY
E. I. du Pont de Nemours and Company, a corporation
organized and existing under the Laws of the State of Delaware,
hereby certifies as follows:
1. The name of the corporation is E. I. du Pont
de Nemours and Company. The date of filing its original
Certificate of Incorporation with the Secretary of State was
September 4, 1915.
2. This Restated Certificate of Incorporation only
restates and integrates and does not further amend the
provisions of the Restated Certificate of Incorporation of this
corporation as heretofore amended or supplemented and there is
no discrepancy between those provisions and the provisions of
this Restated Certificate of Incorporation.
3. The text of the Restated Certificate of Incorpora-
tion as amended or supplemented heretofore is hereby restated
without further amendments or changes to read as herein set
forth in full.
First: -- The name of the corporation is
E. I. DU PONT DE NEMOURS AND COMPANY
Second: -- The principal office of the corporation is to
be located at No. 1007 Market Street, in the City of Wilmington,
in the County of New Castle, in the State of Delaware. The name
of its resident agent is E. I. du Pont de Nemours and Company,
whose address is Room 8042, Du Pont Building, No. 1007 Market
Street, in the City of Wilmington, County of New Castle, State
of Delaware 19898.
Third: -- The nature of the business of the corporation
and the objects and purposes proposed to be transacted, promoted
or carried on by it, are as follows:
(a) To manufacture, produce, prepare, experiment
with, purchase, and otherwise acquire, import, export,
sell, distribute, and otherwise dispose of, and generally
to trade and deal in, in any manner whatsoever, (1) chemicals
of every description, organic or inorganic, natural or
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Exhibit 3.1
synthetic, in the form of raw materials, intermediates, or
finished products, and chemicals which may be used in the
manufacture of any and all products of every kind whatsoever;
and (2) chemical products of every kind and description.
(b) To engage in research, exploration, laboratory and
development work relating to any substance, compound or mixture,
now known or which may hereafter be known, discovered or
developed, and to perfect, develop, manufacture, use, apply and
generally deal in any such substance, compound or mixture.
(c) To purchase or otherwise acquire, hold, own, occupy,
develop, improve, sell, dispose of and convey real property and
any and every interest therein either within or without the
State of Delaware and anywhere in the world; to extract, remove,
produce or prepare from any such property any animal, vegetable,
mineral or other product or material therein or thereon, either
by agricultural pursuits, mining, quarrying, or by any other
method or means now know or that may hereafter be discovered or
invented, and to avail itself in every manner of each and every
resource of such property by reducing it to proper form and by
use, sale or other disposition thereof.
(d) To erect, purchase, sell, lease, manage, occupy and
improve buildings and to do and perform all things needful and
lawful for the holding, development and improvement of the same
for residence, trade and business purposes; to buy, own,
operate, improve, lease and occupy, lands and buildings for
hotels, apartment houses, dwelling houses, and business
structures of all kinds, for the accommodation of the public and
of individuals; to manage, operate, conduct, and carry on,
hotels, apartment houses, dwelling houses, office buildings,
restaurants, cafes, pharmacies, drug stores, theaters, and other
places for the accommodation of the public and of individuals.
(e) To manufacture, acquire, own, sell or otherwise
dispose of all kinds of goods, merchandise and personal property
of every nature whatsoever either within or without the State of
Delaware and anywhere in the world.
(f) To engage in all kinds of business, including the
following but without excluding others: All manufacturing,
milling, mining, quarrying, building, construction and
industrial works and operations; development and utilization
of every kind of power; the acquirement, construction, use,
operation, sale and other disposition of all kinds of
machinery, plants, factories, warehouses, elevators,
buildings and other structures, bridges, wharves, docks,
slips, dams, power works, water works, boats, ships,
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Exhibit 3.1
engines, cars, equipment and appliances, whether in connection
with said business or otherwise, and generally the utilization
of all instrumentalities, methods, processes and appliances, in
all ways and by all means now known or which may hereafter be
discovered or invented.
(g) To apply for, obtain, register, purchase, lease or
otherwise to acquire, and to hold, use, own, operate and
introduce, and to sell, assign or otherwise to dispose of any
trademarks, trade-names, brands, copyrights, concessions,
patents, inventions, formulae, improvements and processes used
in connection with or secured under letters patent of the
United States, or any other country, or otherwise, and to use,
exercise, develop, grant licenses in respect of, or otherwise to
turn to account any such trademarks, copyrights, concessions,
patents, licenses, processes and the like, or any such property
or rights.
(h) To subscribe or cause to be subscribed for, and to
purchase or otherwise acquire, hold for investment, or
otherwise, sell, assign, transfer, mortgage, pledge, exchange,
distribute or otherwise dispose of the whole or any part of the
shares of the capital stock, bonds, coupons, mortgages, deeds of
trust, debentures, securities, obligations, evidences of
indebtedness, notes, goodwill, rights, assets and property of
any and every kind whatsoever, or any part thereof of itself or
any other corporation or corporations, stock companies,
association or associations, now or hereafter existing, and
whether created by or under the laws of the State of Delaware,
or of any other state, district, territory or colony of the
United States, or any other country or otherwise, and to use,
operate, manage and control such properties or any of them,
either in the name of such other corporation or corporations,
stock company or association, or in the name of this
corporation, and while owners of any of said shares of capital
stock or bonds or other property to exercise all the rights,
powers and privileges of ownership of every kind and
description, including the right to vote thereon, with power to
designate some person for that purpose from time to time to the
same extent as natural persons might or could do.
(i) To endorse, guarantee and secure the payment and
satisfaction of the bonds, coupons, mortgages, deeds of trust,
debentures, securities, obligations, evidences of indebtedness,
and shares of the capital stock of other corporations, and also
to guarantee and secure the payment or satisfaction of dividends
on shares of the capital stock of other corporations; also to
undertake the whole or any part of the assets and liabilities,
existing or prospective, of any person, firm or association,
also to procure any other person or corporation to assume any
such obligation or obligations.
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Exhibit 3.1
(j) Without in any particular limiting any of the
objects and powers of the corporation, it is hereby expressly
declared and provided that the corporation shall have power to
do all the things hereinbefore enumerated, and also to issue or
exchange stock, bonds and other obligations in payment for
property purchased or acquired by it, or for any other object in
or about its business; to borrow money without limit; to
mortgage or pledge its franchises, real or personal property,
income and profits accruing to it, any stocks, bonds or other
obligations, or any property which may be acquired by it; to
secure any bonds or other obligations by it issued or incurred;
to guarantee any dividends, or bonds, or contracts, or other
obligations; to make and perform contracts of any kind and
description, and in carrying on its business, or for the purpose
of attaining or furthering any of its objects, to do any and all
other acts and things, and to exercise any and all other powers
which a co-partnership or natural person could do and exercise,
and which now or hereafter may be authorized by law in any part
of the world.
(k) To carry on any business whatsoever which the
corporation may deem proper or convenient in connection with any
of the foregoing purposes or otherwise, or which may be
calculated directly or indirectly to promote the interests of
the corporation or to enhance the value of its property; and it
is the purpose of the corporation from time to time to do any
one or more of the acts and things herein set forth; and it may
conduct its business in other states, in the territories, the
District of Columbia, the colonies and dependencies and in
foreign countries and places; it may have one office or more
than one office and keep the books of the company outside the
State of Delaware, except as otherwise provided by law.
Fourth: -- The total authorized stock of the corporation
is as follows:
The total number of shares of all classes of stock which
the corporation shall have authority to issue shall be One
Billion Eight Hundred Twenty-Three Million (1,823,000,000), of
which Twenty-Three Million (23,000,000) shares shall be
Preferred Stock without par value and One Billion Eight Hundred
Million (1,800,000,000) shares shall be Common Stock having a
par value of Thirty Cents ($0.30) each.
I. The Preferred Stock may be issued from time to time
in one or more series, each of such series to have such designa-
tion, preferences and relative, optional or other rights, and
qualifications, limitations or restrictions thereof, as are
stated and expressed herein, or in a resolution or resolutions
providing for the issue of such series adopted by the Board of
Directors as hereinafter provided.
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Exhibit 3.1
II. (a) The 1,688,850 shares of the corporation's Preferred
Stock issued and outstanding on April 25, 1947,
shall constitute a series of Preferred Stock,
designated as "Preferred Stock - $4.50 Series"
(hereinafter sometimes called the "$4.50 Series
Stock"). The Board of Directors may from time to
time authorize the issuance of additional shares of
Preferred Stock as $4.50 Series Stock.
(b) The shares of $4.50 Series Stock shall bear
dividends at the rate of Four Dollars and Fifty
Cents ($4.50) per annum from and after April 25,
1947, provided, however, that any shares of said
Series issued after April 25, 1947 shall bear
dividends from and after such date or dates as the
Board of Directors from time to time may determine.
(c) In the event of any liquidation or dissolution or
winding-up of the corporation, whether voluntary or
involuntary, the Preferred Stock - $4.50 Series
shall entitle the holders thereof to be paid, in
the event of any involuntary liquidation or
dissolution or winding-up of the corporation,
One Hundred Dollars ($100.00) per share with all
unpaid accumulated dividends thereon to the date of
such payment or, in the event of any voluntary
liquidation or dissolution or winding-up of the
corporation, One Hundred Fifteen Dollars ($115.00)
per share with all unpaid accumulated dividends
thereon to the date of such payment.
(d) The Preferred Stock - $4.50 Series shall be subject
to redemption on or before April 25, 1952 at One
Hundred Twenty-Five Dollars ($125.00) per share and
accumulated dividends thereon to the date of
redemption, and thereafter at One Hundred Twenty
Dollars ($120.00) per share and accumulated
dividends thereon to the date of redemption, upon
the terms and in the manner as hereinafter
provided.
III. Authority is hereby expressly granted to the Board of
Directors of the corporation, subject to the provisions of this
Article FOURTH, to authorize the issue of one or more series of
Preferred Stock in addition to the $4.50 Series and with respect
to each such series to fix by resolution or resolutions
providing for the issue of such series:
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Exhibit 3.1
(a) The number of shares to constitute such series and
the distinctive designation thereof;
(b) The dividend rate on the shares of such series and
the date or dates from which dividends shall
accumulate;
(c) The amount per share over and above any accumulated
dividends thereon which the shares of such series
shall be entitled to receive upon redemption;
(d) The amount per share over and above accumulated
dividends which such series shall be entitled to
receive (1) upon involuntary liquidation or
dissolution or winding-up of the corporation, which
amount shall not exceed $100.00 a share, and
(2) upon voluntary liquidation or dissolution or
winding-up of the corporation; and
(e) The rights, if any, which the shares of such series
may have for conversion into shares of any other
class or classes or any other series of the same or
any other class or classes of stock of the
corporation.
All shares of any one series of Preferred Stock shall be
identical with each other in all respects, except that shares of
any one series issued at different times may differ as to the
dates from which the initial dividends thereon shall accumulate;
and all series shall rank equally and be identical in all
respects, except as permitted in the foregoing provisions of
this Section III.
IIIA. A new series of Preferred Stock without par value of
the corporation shall have the designation, the number of shares
to be issued, the dividend rate, the redemption price and the
amount payable upon liquidation or dissolution or winding up of
the corporation with respect to such new series of Preferred
Stock without par value as follows, such attributes to be in
addition to the other provisions set forth in this Article
Fourth, which are applicable to all shares of Preferred Stock
without par value irrespective of any variations between the
shares of Preferred Stock without par value of the different
series.
(a) The new series of Preferred Stock without par value
of the corporation is designated Preferred Stock -
$3.50 Series;
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Exhibit 3.1
(b) Preferred Stock - $3.50 Series is authorized to be
issued in the amount of 700,000 shares;
(c) The dividend rate on the Preferred Stock - $3.50
Series shall be $3.50 per share per annum and no
more, and dividends on the 700,000 shares of
Preferred Stock - $3.50 Series shall accumulate
from and after April 25, 1947;
(d) The amount per share over and above any accumulated
dividends thereon which the shares of Preferred
Stock - $3.50 Series shall be entitled to receive
upon redemption is as follows: if redeemed on or
before April 25, 1952, $107.00 a share; thereafter
on or before April 25, 1955, $106.00 a share;
thereafter on or before April 25, 1958, $105.00 a
share; thereafter on or before April 25, 1961,
$104.00 a share; thereafter on or before April 25,
1964, $103.00 a share, and thereafter, $102.00 a
share; and
(e) The amount per share over and above accumulated
dividends which the shares of Preferred Stock -
$3.50 Series shall be entitled to receive upon
involuntary liquidation or dissolution or
winding-up of the corporation is $100.00 a share,
and upon voluntary liquidation or dissolution or
winding-up of the corporation is $107.00 a share.
IV. The Preferred Stock shall entitle the holders thereof
to receive, when and as declared from the surplus or net
earnings of the corporation, cumulative dividends, payable
quarterly on such dates as the Board of Directors may determine,
at the rates fixed herein or fixed by the Board of Directors for
the respective series, as herein provided, and no more, which
dividends shall be paid or set apart before any dividend shall
be set apart or paid on the Common Stock. The dividend payment
dates for all series of Preferred Stock shall be the same and no
dividends shall be declared on any series in respect of any
quarterly dividend payment unless there shall likewise be or
have been declared on all shares of Preferred Stock of each
other series at the time outstanding like proportionate
dividends ratably in proportion to the respective annual
dividend rates fixed therefor.
V. In the event of any liquidation or dissolution
or winding-up of the corporation, whether voluntary or
involuntary, the Preferred Stock shall entitle the holders
thereof to be paid the amounts fixed herein or fixed by the
Board of Directors for the respective series as herein
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Exhibit 3.1
provided, including all unpaid accumulated dividends thereon to
the date of such payment, before any amount shall be paid to the
holders of the Common Stock of the corporation.
Such payments to the holders of the Preferred Stock shall
be made without preference or priority of one series over any
other series and shall be made before any amount shall be paid
to the holders of the Common Stock. If the assets of the
corporation distributable upon any such liquidation or dissolu-
tion or winding-up of the corporation shall be insufficient to
permit the payments to the holders of the Preferred Stock of the
full amounts above provided for, including an amount equivalent
to all unpaid accumulated dividends as aforesaid, the said
assets shall be allocated to the respective series of Preferred
Stock in the ratios that such aggregate liquidation value of the
issued shares of each series bears to the aggregate liquidation
value of the issued shares of all series of Preferred Stock as
fixed for the respective series of Preferred Stock in the
Certificate of Incorporation or in the resolution or resolutions
of the Board of Directors providing for the issuance of the
respective series, and shall be distributed among the holders of
the respective series of Preferred Stock according to their
respective shares.
VI. The Preferred Stock of any series shall be subject to
redemption at any time in whole or in part at the amount fixed
herein, or fixed by the Board of Directors as herein provided,
for the redemption of such series including an amount equivalent
to all unpaid accumulated dividends thereon, upon not less than
sixty days' notice addressed to the respective holders of record
of the stock to be redeemed at their addresses as the same shall
appear on the stock transfer records of the corporation in such
manner as the Board of Directors shall determine.
VII. The holders of the Preferred Stock shall have no
voting power on any questions whatsoever except as otherwise
provided by law, and except that in the event that the
corporation shall fail to pay any dividend on the Preferred
Stock when it regularly becomes due and such default shall
continue for the period of six (6) months, then until but not
after such time as accumulated and unpaid dividends on all
outstanding Preferred Stock of all series shall have been paid,
the holders of the outstanding Preferred Stock shall have the
exclusive right, voting separately and as a class, to elect two
directors or, if the total number of directors of the corpora-
tion be only three, then only one director, at each meeting of
the stockholders of the corporation held for the purpose of
electing directors. At all meetings of stockholders held for
the purpose of electing directors at which the holders of
Preferred Stock shall have the exclusive right, voting
separately and as a class, to elect any directors as aforesaid,
the presence in person or by proxy of the holders of a majority
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Exhibit 3.1
of the outstanding shares of Preferred Stock shall be required
to constitute a quorum of such class for the election of any
directors by holders of Preferred Stock, as a class, provided,
however, that the absence of a quorum of the holders of
Preferred Stock shall not prevent the election at any such
meeting or adjournment thereof of the remaining directors for
whose election a class vote of the holders of Preferred Stock is
not required, if the necessary quorum of the stockholders
entitled to vote in the election of such remaining directors is
present in person or by proxy in accordance with the by-laws of
the corporation; and provided further, that in the absence of a
quorum of the holders of Preferred Stock, a majority of those
holders of such Preferred Stock who are present in person or by
proxy shall have power to adjourn the election of those
directors to be elected by their class from time to time without
notice other than announcement at the meeting until the
requisite amount of holders of Preferred Stock shall be present
in person or by proxy.
The holders of Common Stock shall have the right to vote on
all questions to the exclusion of all other stockholders except
as hereinbefore specifically stated.
VIII. Whenever, at any time, full accumulated dividends as
aforesaid for all past dividend periods and for the current
dividend period shall have been paid, or declared and set apart
for payment, on the then outstanding Preferred Stock, the Board
of Directors may declare dividends on the Common Stock of the
corporation.
IX. Upon any liquidation or dissolution or winding-up of
the corporation, whether voluntary or involuntary, the assets
and funds of the corporation remaining, after the payments have
been made to the holders of the Preferred Stock, as provided in
Section V hereof, shall be divided and paid to the holders of
the Common Stock according to their respective shares.
X. From time to time the Preferred Stock or the Common
Stock may be increased according to law.
XI. From time to time the Preferred Stock and the Common
Stock may be issued in such amounts and proportions and for such
consideration as may be fixed by the Board of Directors, or, in
the case of Common Stock issued upon the exercise of the options
referred to in Section XIII hereof, as provided in such Section.
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Exhibit 3.1
XII. No stockholder of the corporation, of whatever class
or series, shall have any preemptive or preferential right of
subscription to any shares of any series of the Preferred Stock
of the corporation, authorized hereunder or under any amendment
hereof, or to any obligations convertible into said Preferred
Stock of any series of the corporation, issued or sold, nor any
right of subscription to any thereof other than such, if any, as
the Board of Directors of the corporation in its discretion from
time to time may determine, and the Board of Directors may issue
said Preferred Stock of any series of the corporation, or
obligations convertible into said Preferred Stock of any series,
without offering said Preferred Stock, or said obligations,
either in whole or in part, to any stockholders of the
corporation.
No holder of any shares of the Preferred Stock of any
series of the corporation shall have any preemptive or preferen-
tial right of subscription to any shares of stock of any class
of the corporation, or to any obligations convertible into
shares of stock of any class of the corporation, issued or sold,
nor any right of subscription to any thereof other than such, if
any, as the Board of Directors of the corporation in its
discretion from time to time may determine.
XIII. The Board of Directors may create and issue to
employees (including officers and directors) of this corpora-
tion, or of any corporation in which this corporation shall
directly or indirectly own fifty per cent or more of the voting
stock, options to purchase the corporation's Common Stock in
accordance with the terms of any duly adopted compensation plan.
The shares of stock so optioned may be unissued, or issued and
reacquired shares of Common Stock of the corporation, as shall
be determined by the Board of Directors, and the Board shall
have power to take all action necessary and appropriate in
connection with any such issuance or sale of shares. The
options shall be evidenced by such instruments as shall be
approved by the Board of Directors. The terms upon which, the
time or times at or within which, and the consideration for
which such options may be issued, and for which any shares of
stock may be issued or sold by the corporation upon the exercise
of such options, shall be such as shall be stated in the
resolution or resolutions adopted by the Board of Directors
providing for the creation and issuance of such options and, in
every case, set forth or incorporated by reference in the
instrument or instruments evidencing such options. The judgment
of the Board of Directors as to the consideration and suffi-
ciency thereof for the issuance of such options and for the
issuance or sale of stock pursuant to the exercise thereof shall
be conclusive.
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Exhibit 3.1
Any standing committee duly designated by resolution passed
by a majority of the whole Board of Directors and consisting of
two or more of the directors, shall have and may exercise any or
all of the rights, powers and functions of the Board of
Directors specified in this Section XIII, or otherwise pertain-
ing to any duly adopted compensation plan, to the extent
provided in a resolution passed by a majority of the whole Board
or in the By-Laws of the corporation.
XIV. The amount of capital stock with which this
corporation will commence business is Seventy-five Hundred
Dollars ($7,500).
Fifth: -- The names and places of residence of each of the
original subscribers to the capital stock and the number of
shares subscribed for by each are as follows:
Number
Name Residence of Shares
----------------- -------------------- ---------
Pierre S. du Pont Christiana Hundred,
Delaware 25
John J. Raskob Brandywine Hundred,
Delaware 25
John P. Laffey Wilmington, Delaware 25
Sixth: -- The corporation is to have perpetual existence.
Seventh: -- The private property of the stockholders shall
not be subject to the payment of corporate debts to any extent
whatever.
Eighth: -- The number of the directors of the corporation
shall be fixed from time to time by the by-laws and the number
may be increased or decreased as therein provided.
In case of any increase in the number of directors the
additional directors shall be elected as provided by the By-laws
by the directors or by the stockholders at an annual or special
meeting.
In case of any vacancy in the Board of Directors for any
cause the remaining Directors by affirmative vote of a majority
of the whole Board of Directors may elect a successor to hold
office for the unexpired term of the Director whose place is
vacant and until the election of his successor.
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Exhibit 3.1
In furtherance, but not in limitation of the powers
conferred by law, the Board of Directors are expressly
authorized:
(a) To hold their meetings outside of the State of Delaware
at such places as from time to time may be designated by the
By-laws or by resolution of the Board. The By-laws may
prescribe the number of directors necessary to constitute a
quorum of the Board of Directors, which number may be less than
a majority of the whole number of directors.
(b) To appoint the regular officers of the corporation, and
such other officers as they may deem necessary for the proper
conduct of the business of the Company.
(c) To remove at any time any officer elected or appointed
by the Board of Directors but only by the affirmative vote of a
majority of the whole Board of Directors.
(d) To remove any other officer or employee of the
corporation or to confer such power on any committee or superior
officer of the corporation, unless such removals are otherwise
regulated by the By-laws.
(e) To appoint standing committees by the affirmative vote
of a majority of the whole Board, and such standing committees
shall have and may exercise such powers as shall be conferred or
authorized by the By-Laws.
(f) To issue the stock of every class in such amounts and
proportions as they may determine up to the total amount of the
authorized capital stock or any increase thereof, subject,
however, to the provisions of this certificate.
(g) From time to time to fix and determine and to
vary the sum to be reserved over and above its capital
stock paid in as working capital before declaring any
dividends among its stockholders; to direct and determine
the use and disposition of any surplus or net profits
over and above the capital stock paid in; to fix the
time of declaring and paying any dividend, and, unless
otherwise provided in the By-laws, to determine the
amount of any dividend. All sums reserved as working
capital or otherwise may be applied from time to time to the
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Exhibit 3.1
acquisition or purchase of its bonds or other obligations or
shares of its own capital stock or other property to such extent
and in such manner and upon such terms as the Board of Directors
shall deem expedient, and neither the stock, bonds or other
property so acquired shall be regarded as accumulated profits
for the purpose of declaring or paying dividends unless
otherwise determined by the Board of Directors, but shares of
such capital stock so purchased or acquired may be resold,
unless such shares shall have been retired for the purpose of
decreasing the Company's capital stock as provided by law.
(h) From time to time to determine whether and to what
extent, and at what times and places, and under what conditions
and regulations the accounts and books of the corporation, or
any of them, shall be open to the inspection of the stock-
holders, and no stockholders shall have any right to inspect any
account or book or document of the corporation, except as
conferred by statute or authorized by the Board of Directors or
by a resolution of the stockholders.
(i) Subject always to By-laws made by the stockholders, to
make By-laws; and, from time to time, to alter, amend or repeal
any By-laws; but any By-laws made by the Board of Directors may
be altered or repealed by the stockholders at any annual
meeting, or at any special meeting, provided notice of such
proposed alteration or repeal be included in the notice of the
meeting.
(j) With the written assent, without a meeting of the
holders of two-thirds of its stock, or pursuant to the
affirmative vote, in person or by proxy, at any meeting called
as provided in the By-laws, of the holders of two-thirds of its
stock, issued and outstanding, the Board of Directors may sell,
convey, assign, transfer or otherwise dispose of, the property,
assets, rights and privileges of the corporation as an entirety,
for such consideration and on such terms as they may determine.
Ninth: -- A director of the corporation shall not be
personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for
13
<PAGE>
Exhibit 3.1
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section
174 of the General Corporation Law of Delaware, or (iv) for any
transaction from which the director derived any improper
personal benefit. If the General Corporation Law of Delaware is
amended after approval by the stockholders of this article to
authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a
director of the corporation shall be eliminated or limited to
the full extent permitted by the General Corporation Law of
Delaware, as so amended.
Any repeal or modification of the foregoing paragraph by
the stockholders of the corporation shall not adversely affect
any right or protection of a director of the corporation exist-
ing at the time of such repeal or modification.
4. This Restated Certificate of Incorporation was duly
adopted by the Board of Directors in accordance with Section 245
of the General Corporation Law of the State of Delaware.
5. This Restated Certificate of Incorporation shall be
effective at 5:00 p.m. Eastern Daylight Time on May 29, 1997.
IN WITNESS WHEREOF, said E. I. du Pont de Nemours and
Company has caused this certificate to be signed by Howard J.
Rudge, its Senior Vice President and General Counsel, and
attested by Louise B. Lancaster, its Secretary, this 29th day of
May, 1997.
E. I. DU PONT DE NEMOURS AND COMPANY
By: /s/Howard J. Rudge
Senior Vice President and General Counsel
ATTEST:
By: /s/Louise B. Lancaster
Secretary
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