EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
OF
HASBRO, INC.
Pursuant to the provisions of Section 7-1.1-59 of the General Laws, 1956,
as amended, the undersigned corporation adopts the following Restated Articles
of Incorporation:
FIRST: The name of the corporation is HASBRO, INC.
SECOND: The period of its duration is perpetual.
THIRD: The purposes or purposes which the corporation is authorized to
pursue are:
manufacturing, processing, buying, selling, photographing, printing
and/or otherwise dealing in all kinds of toys, novelties, school
supplies, games, plastics, pens, pencils, erasers and other articles of a
similar nature; manufacturing, processing, buying, selling,
photographing, printing and otherwise dealing in other articles of
personal property bearing the names, pictures, likenesses and/or
reproduction of any toys, novelties, school supplies, games, plastics,
pens, pencils, erasers and other articles of a similar nature; to apply
for, obtain, register, purchase, lease, or otherwise to acquire and hold,
own, use, develop, operate and introduce, and to sell, assign, grant
and/or receive licenses or territorial rights in respect to, or otherwise
to turn to account or dispose of, any copyrights, trademarks, trade
names, patents, labels, patent rights or letters patent of the United
States, or of any other country or government, inventions, improvements
and processes, whether used in connection or secured under letters patent
or otherwise; and generally to engage in any other lawful business,
except as hereinafter and/or by law prohibited; and generally to do any
and all acts necessary, incident or related to any of the foregoing
specific purposes.
In addition to the foregoing, said corporation shall have the following
power and authority, viz:-- (See Sec. 7-2-10 of the General Laws).
To do any lawful act which is necessary or proper to accomplish the
purposes of its incorporation. Without limiting or enlarging the effect
of this general grant of authority, it is hereby specifically provided
that every corporation shall have power:
(a) to have perpetual succession in its corporate name, unless a
period for its duration is limited in its articles of association or
charter;
(b) to sue and be sued in its corporate name;
(c) to have and use a common seal, and alter the same at pleasure;
(d) to elect such officers and appoint such agents as its business
requires, and to fix their compensation and define their duties;
(e) to make by-laws not inconsistent with the Constitution or laws
of the United States or of this state, or with the corporation's
charter, or articles of association, determining the time and place
of holding and the manner of calling and of conducting meetings of
its stockholders and directors, the manner of electing its officers
and directors, the mode of voting by proxy, the number,
qualifications, powers, duties and term of office of its officers and
directors, the number of directors and of shares of stock necessary
to constitute a quorum, which number may be less than a majority, and
the method of making demand for payment of subscriptions to its
capital stock and providing for an executive committee to be elected
from and by the board of directors and defining its powers and
duties, and containing any other provisions, whether of the same or
of a different nature, for the management of the corporation's
property and the regulation and government of its affairs;
(f) to make contracts, incur liabilities and borrow money;
(g) to acquire, hold, sell and transfer shares of its own capital
stock; provided, that no corporation shall use its funds or property for
the purchase of its own shares of capital stock when such use would cause
any impairment of the capital of the corporation;
(h) to acquire, hold, sell, assign, transfer, mortgage, pledge or
otherwise dispose of any bonds, securities or evidences of indebtedness
created by, or the shares of the capital stock of any other corporation
or corporations of this state or of any other state, country, nation or
government, and while owner of said stock to exercise all the rights,
powers and privileges of ownership, including the right to vote thereon;
(i) to guarantee any bonds, securities or evidences of indebtedness
created by or dividends on or a certain amount per share in liquidation
of the capital stock of any other corporation or corporations created by
this state or by any other state, country, nation or government;
(j) to acquire, hold, use, manage, convey, lease, mortgage, pledge or
otherwise dispose of within or without this state any other property,
real or personal, which its purposes shall require;
(k) to conduct business and have offices in this state and elsewhere;
provided, however, that nothing in this section contained shall authorize
any corporation to carry on the business of a bank, savings bank or trust
company."
FOURTH: The total amount of authorized capital stock of the Corporation,
with par value, shall be One Hundred Sixty-Two Million Five Hundred Thousand
Dollars ($162,500,000), as follows, viz:
Common Stock in the amount of One Hundred Fifty Million Dollars
($150,000,000), to be divided into Three Hundred Million (300,000,000)
shares of the par value of Fifty Cents ($.50) each;
Preference Stock in the amount of Twelve Million Five Hundred Thousand
Dollars ($12,500,000), to be divided into Five Million (5,000,000) shares
of the par value of Two and 50/100 Dollars ($2.50) each.
FIFTH: A description of the terms, conditions, rights, privileges and
other provisions regarding the Preference Stock is as follows, viz:
The Board of Directors of the corporation is authorized to issue the
Preference Stock of the Corporation from time to time in one or more series,
each series to have such dividend rates, convertibility features, redemption
rates and prices, liquidation preferences, voting rights and other rights,
limitations and qualifications as the Board of Directors may determine,
including but not limited to the following:
(a) the serial designation of each series;
(b) the rate or rates of preferential, non-participating dividends,
if any, payable either in cash or in property, or in the shares of the
same series or another series of Preference Stock, or in shares of the
Common Stock or in any combination thereof;
(c) the dates of payment of dividends and whether dividends shall be
cumulative and if cumulative the dates from which dividends shall be
cumulative;
(d) the price or prices and the time at which the same may be
redeemed, which shall be not less than the par value thereof, plus
dividend arrearages, if any;
(e) the notice of redemption required;
(f) the amount and terms of a sinking fund, if any, for the
redemption thereof, provided such sinking fund is payable only out of
funds legally available therefor;
(g) the terms, conditions, rights, privileges and other provision,
if any, respecting the conversion of any or all series of Preference
Stock into either Preference Stock of the same series or another series
of Preference Stock, or into Common Stock or into any other class of
capital stock which the corporation may then be authorized to issue, or
into any combination thereof;
(h) the preferential amount or amounts which shall be paid to the
holders thereof in the event of liquidation, dissolution, or winding up
of the corporation, whether voluntary or involuntary, which shall be
not less than the par value plus dividend arrearages, if any;
(i) the voting powers, if any, rights to participate in meetings of
stockholders, or rights to have notice of meetings of stockholders; and
(j) such other designations, preferences and relative, participating
optional or other special rights, and qualifications, limitations or
restrictions thereof, as are permitted by the provisions of Section 7-
3-1 of the General Laws of Rhode Island, and all amendments thereof and
additions thereto.
Each series of the Preference Stock shall have such preferences as to
dividends and assets and amounts distributable on liquidation, dissolution or
winding up as shall be declared by the resolution or resolutions of the Board
of Directors establishing such series; provided that all Preference Stock
shall be preferred over all Common Stock as to dividends. All shares of any
one series shall rank equally.
The shares of any series of Preference Stock which have been issued and
redeemed, will have the status of authorized and unissued shares and may be
reissued as shares of the series of which they were originally a part or may
be issued as shares of a new series or as shares of any other series, all
subject to the conditions and restrictions of any series of Preference Stock.
Subject to the limitations prescribed in this Article Fifth and any
further limitations in accordance herewith, the holders of shares of Common
Stock shall be entitled to receive, when and as declared by the Board of
Directors of the corporation out of the assets of the corporation which are by
law available therefor, dividends payable either in cash, or in property, or
in shares of any series of Preference Stock, or in Common Stock, or in any
combination thereof. No dividends, however, other than dividends payable in
shares of Common Stock shall be paid on Common Stock if dividends in full on
all outstanding shares of Preference Stock to which the holders thereof are
entitled shall not have been paid or declared and set apart for payment. Each
issued and outstanding share of Common Stock shall entitle the holder thereof
to full voting power.
The board of directors may authorize the issuance of additional shares of
Common Stock and/or Preference Stock, not exceeding the number of shares
authorized, or in the event of the issuance of additional shares as aforesaid,
the stockholders shall not have any preemptive right to subscribe for any new
stock to be issued by the corporation, in proportion to and/or by virtue of
their respective holdings of stock at the time of such issue.
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Hasbro, Inc., a corporation organized and existing under the Business
Corporation Act of the State of Rhode Island (hereinafter called the
"Corporation"), hereby certifies that the following resolution was adopted by
the Board of Directors of the Corporation as required by Section 7.1.1-15 of
the Rhode Island Business Corporation Act at a meeting duly called and held on
June 4, 1989:
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 Articles
of Incorporation, the Board of Directors hereby creates a series of Preference
Stock, par value $2.50 per share. The designation, number of shares, rights,
preferences, and limitations is as follows:
Series B Junior Participating Preference Stock:
Section 1. Designation and Amount. The shares of such series shall be
designated as "Series B Junior Participating Preference Stock" (the "Series B
Preference Stock") and the number of shares constituting the Series B
Preference Stock shall be 100,000. 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 B Preference 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 B Preference Stock.
Section 2. Dividends and Distributions.
(A) Subject to the rights of the holders of any shares of any
series of Preference Stock (or any similar stock) ranking prior and
superior to the Series B Preference Stock with respect to dividends, the
holders of shares of Series B Preference Stock, in preference to the
holders of Common Stock, par value $.50 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 last 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 B Preference
Stock, in an amount per share (rounded to the nearest cent) equal to the
greater of (a) $10 or (b) subject to the provision for adjustment
hereinafter set forth, 1,000 times the aggregate per share amount of all
cash dividends, and 1,000 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 B Preference Stock. 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 to which holders of shares of Series B
Preference 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 B Preference 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 $10 per share on the Series B Preference 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 B Preference 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 B Preference 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 B Preference 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 B Preference 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 3. Voting Rights. The holders of shares of Series B
Preference Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth,
each share of Series B Preference Stock shall entitle the holder thereof
to 1,000 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 B
Preference 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 Preference Stock or any similar stock,
or by law, the holders of shares of Series B Preference 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 B Preference Stock shall have no special voting rights
and their consent shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth herein) for
taking any corporate action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or distributions
payable on the Series B Preference 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 B Preference Stock
outstanding shall have been paid in full, the Corporation shall not:
(i) 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 B Preference
Stock;
(ii) 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 B
Preference Stock, except dividends paid ratably on the Series B
Preference 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;
(iii) 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 B Preference
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 B Preference Stock; or
(iv) redeem or purchase or otherwise acquire for consideration any
shares of Series B Preference Stock, or any shares of stock ranking
on a parity with the Series B Preference 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 5. Reacquired Shares. Any shares of Series B Preference
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 Preference Stock and may be reissued as part of a new
series of Preference Stock subject to the conditions and restrictions on
issuance set forth herein, in the Articles of Incorporation, or in any other
Certificate of Designations creating a series of Preference Stock or any
similar stock or as otherwise required by law.
Section 6. 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 or winding up) to the Series B
Preference Stock unless, prior thereto, the holders of shares of Series B
Preference Stock shall have received $1,000 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 B Preference Stock shall be entitled to receive an aggregate amount per
share, subject to the provision for adjustment hereinafter set forth, equal to
1,000 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 B Preference Stock, except distributions made ratably on the
Series B Preference 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, 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 B Preference 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 7. 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 B Preference 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 1,000 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 B Preference 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 8. No Redemption. The shares of Series B Preference Stock
shall not be redeemable.
Section 9. Rank. The Series B Preference Stock shall rank, with
respect to the payment of dividends and the distribution of assets, junior to
the Corporation's 8% Convertible Preference Stock, par value $2.50 per share,
and to all series of any other class of the Corporation's Preference Stock.
Section 10. Amendment. The Articles 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 B Preference
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 B
Preference Stock, voting together as a single class.
SIXTH: The principal office of said corporation shall be located in
Pawtucket, Rhode Island.
SEVENTH: The corporation may contract for any lawful purpose with one or
more of its directors or with any corporation having with it a common director
or directors, if the contract is entered into in good faith, if it is approved
or ratified by vote of the holders of a majority in interest of its stock or
by a majority vote at any meeting of its board of directors excluding any vote
by the contracting or common director or directors and if the contracting or
common director or directors shall not be necessary for a quorum at the
meeting for this purpose. A contract made in compliance with the foregoing
provisions shall be voidable by the corporation complying with the said
provision only in case it would be voidable if made with a stranger. A
contract not otherwise void or voidable shall not be rendered void or voidable
merely because not approved or ratified in accordance with the foregoing
provisions.
EIGHTH: 8.1 The number of directors of the Corporation (exclusive of
directors that may be elected by the holders of any one or more series of the
Preference Stock voting separately as a class or classes) that shall
constitute the entire Board of Directors (the "Entire Board of Directors")
shall be 17, unless otherwise determined from time to time by resolution
adopted by the affirmative vote of a majority of the Entire Board of
Directors, except that if an Interested Person (as hereinafter defined)
exists, such majority must include the affirmative vote of at least a majority
of the Continuing Directors (as hereinafter defined).
8.2 Except with respect to any directors elected by holders of any one
or more series of Preference Stock voting separately as a class or classes,
the Board of Directors shall be divided into three (3) classes in respect of
term of office, designated Class I, Class II and Class III. Each class shall
contain one-third (1/3) of the Entire Board of Directors, or such other number
that will cause all three (3) classes to be as nearly equal in number as
possible, with the terms of office of one class expiring each year. At the
annual meeting of shareholders in 1985, directors of Class I shall be elected
to serve until the annual meeting of shareholders to be held in 1986; the
directors of Class II shall be elected to serve until the annual meeting of
shareholders to be held in 1987; and the directors of Class III shall be
elected to serve until the annual meeting of shareholders to be held in 1988;
provided that in each case, directors shall continue to serve until their
successors shall be elected and shall qualify or until their earlier death,
resignation or removal. At each subsequent annual meeting of shareholders,
one (1) class of directors shall be elected to serve until the annual meeting
of shareholders held three (3) years next following and until their successors
shall be elected and shall qualify or until their earlier death, resignation
or removal. No decrease in the number of directors shall have the effect of
shortening the term of office of any incumbent director. Any increase or
decrease in the number of directors shall be apportioned among the classes so
as to make all classes as nearly equal in number as possible.
8.3 Except as otherwise required by law and subject to the terms of any
one or more classes or series of outstanding capital stock of the Corporation,
any director may be removed; provided, however, such removal must be for cause
and must be approved by at least a majority vote of the Entire Board of
Directors or by at least a majority of the votes held by the holders of shares
of the Corporation then entitled to be voted at an election for that director,
except that if an Interested Person exists, such removal must be approved (1)
by at least a majority vote of the Entire Board of Directors, including a
majority of the Continuing Directors, or (2) by at least 80% of the votes held
by the holders of shares of the Corporation then entitled to be voted at an
election for that director, including a majority of the votes held by holders
of shares of the Corporation then entitled to vote at an election for that
director that are not beneficially owned or controlled, directly or
indirectly, by any Interested Person. For purposes of this paragraph, the
Entire Board of Directors will not include the director who is the subject of
the removal determination, nor will such director be entitled to vote thereon.
However, nothing in the preceding sentence shall be construed as preventing a
director who is the subject of removal determination (but who has not yet
actually been removed in accordance with this Section 8.3) from voting on any
other matters brought before the Board of Directors, including, without
limitation, any removal determination with respect to any other director or
directors.
8.4 Except as otherwise provided by the terms of any one or more classes
or series of outstanding capital stock of the Corporation, any vacancy
occurring on the Board of Directors, including any vacancy created by reason
of any increase in the number of directors, shall be filled by the affirmative
vote of at least a majority of the remaining directors, whether or not such
remaining directors constitute a quorum, except that if an Interested Person
exists, such majority of the remaining directors must include a majority of
the Continuing Directors. A director elected to fill a vacancy shall serve
for the unexpired term of his or her predecessor in office.
NINTH: The Board of Directors is authorized to adopt, repeal, alter,
amend or rescind the By-Laws of the Corporation by the affirmative vote of at
least a majority of the Entire Board of Directors, except that if an
Interested Person exists, such Board action must be taken by the affirmative
vote of at least a majority of the Entire Board of Directors, including a
majority of the Continuing Directors. The shareholders may adopt, repeal,
alter, amend or rescind the By-Laws of the Corporation by the vote of at least
66-2/3% of the votes held by holders of shares of Voting Stock (as hereinafter
defined) except that if an Interested Person exists, such shareholder action
must be taken by the vote of at least 80% of the votes held by holders of
shares of Voting Stock, including an Independent Majority of Shareholders (as
hereinafter defined).
TENTH: 10.1 For the purposes of these Articles Eighth through Twelfth:
(1) The term "beneficial owner" and correlative terms shall have the
meaning as set forth in Rule 13d-3 of the General Rules and Regulations (the
"General Rules") promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934 (the "Exchange Act"),
as in effect on June 5, 1985, except that the words "within sixty days" in
Rule 13d-3(d)(1)(i) shall be omitted.
(2) The term "Business Combination" shall mean:
(a) any merger or consolidation of the Corporation or any Subsidiary
(as hereinafter defined) (i) with an Interested Person, any Affiliate (as
hereinafter defined) or Associate (as hereinafter defined) of an Interested
Person or any Person (as hereinafter defined) acting in concert with an
Interested Person (including, without limitation, any Person, which after such
merger or consolidation, would be an Affiliate or Associate of an Interested
Person), in each case irrespective of which Person is the surviving entity
in such merger or consolidation, or (ii) proposed, directly or indirectly, by
or on behalf of an Interested Person;
(b) any sale, lease, exchange, transfer, distribution to
shareholders or other disposition, including, without limitation, a mortgage,
pledge or other security device, by the Corporation or any Subsidiary (in a
single transaction or a series of separate or related transactions) of all,
substantially all or any Substantial Part (as hereinafter defined) of the
assets or business of the Corporation or a Subsidiary (including, without
limitation, any securities of a Subsidiary) (i) to or with an Interested
Person, or (ii) proposed, directly or indirectly, by or on behalf an
Interested Person;
(c) the purchase, exchange, lease or other acquisition, including,
without limitation, a mortgage, pledge or other security device, by the
Corporation or any Subsidiary (in a single transaction or a series of separate
or related transactions) of all, substantially all or any Substantial Part of
the assets or business of (i) an Interested Person, or (ii) any Person, if
such purchase, exchange, lease or other acquisition is proposed, directly or
indirectly, by or on behalf of an Interested Person;
(d) the issuance of any securities, or of any rights, warrants or
options to acquire any securities, by the Corporation or a Subsidiary to an
Interested Person (except (i) as a result of a pro rata stock dividend or
stock split, (ii) upon the exercise or conversion of warrants or other rights,
including preemptive rights, or convertible securities acquired by an
Interested Person prior to or simultaneously with becoming an Interested
Person or (iii) upon conversion of publicly traded convertible securities of
the Corporation) or the acquisition by the Corporation or a Subsidiary of any
securities, or of any rights, warrants or options to acquire any securities,
issued by an Interested Person;
(e) any plan or proposal for, or which has the effect of, the
partial or complete liquidation, dissolution, spin off, split off or split up
of the Corporation or any Subsidiary proposed, directly or indirectly, by or
on behalf of an Interested Person;
(f) any of the following which has the effect, directly or
indirectly, of increasing the proportionate amount of Voting Stock or capital
stock of any Subsidiary thereof which is beneficially owned by an Interested
Person: any reclassification of securities (including, without limitation,
any reverse stock split) of the Corporation, any issuance of any Voting Stock
or other securities of the Corporation, any recapitalization of the
Corporation or any merger, consolidation or other transaction (whether or not
with or into or otherwise involving an Interested Person); and
(g) any agreement, contract, understanding or other arrangement
providing for any of the transactions described in this subsection (2) of
Section 10.1.
(3) The term "Continuing Director" shall mean (i) a director serving
continuously as a director of the Corporation from and including June 5,
1985; (ii) a person who was a member of the Board of Directors of the
Corporation immediately prior to the time that any then existing Interested
Person became an Interested Person, (iii) a person not affiliated with any
Interested Person and designated (before or simultaneously with initially
becoming a director) as a Continuing Director by at least a majority of the
then Continuing Directors and (iv) a director deemed to be a Continuing
Director in accordance with the last sentence of this subsection (3) of this
Section 10.1. All references to action by a specified percentage of the
Continuing Directors shall mean a vote of such specified percentage of the
total number of Continuing Directors of the Corporation at a meeting at which
at least such specified percentage of the total number of Continuing
Directors shall have been in attend- ance. Whenever a condition requires the
act of a specified percentage of Continuing Directors, such condition shall
not be capable of fulfillment unless there is at least one Continuing
Director. If all of the capital stock of the Corporation is beneficially
owned by one Person continuously for at least three consecutive years during
which period at least three annual meetings of shareholders shall have taken
place, at which meetings all of the Continuing Directors as defined in
clauses (i)-(iii) above shall not have been reelected, all directors elected
from and after such third consecutive year shall be deemed Continuing
Directors.
(4) The term "Independent Majority of Shareholders" shall mean the
majority of the votes held by holders of shares of the outstanding Voting
Stock that are not beneficially owned or controlled, directly or indirectly,
by any Interested Person.
(5) The term "Interested Person" shall mean (i) any Person, which,
together with its "Affiliates" and "Associates" (as defined in Rule 12b-2 of
the General Rules promulgated by the Commission under the Exchange Act, as in
effect on June 5, 1985) and any Person acting in concert therewith, is the
beneficial owner, directly or indirectly, of ten percent (10%) or more of
the votes held by the holders of shares of Voting Stock, (ii) any Affiliate
or Associate of an Interested Person, including, without limitation, a Person
acting in concert therewith, (iii) any Person that at any time within the two
year period immediately prior to the date in question was the beneficial
owner, directly or indirectly, of ten percent (10%) or more of the votes
held by the holders of shares of Voting Stock, or (iv) an assignee of, or
successor to, any shares of Voting Stock which were at any time within the
two-year period prior to the date in question beneficially owned by any
Interested Person, if such assignment or succession shall have occurred in
the course of a transaction or series of transactions not involving a public
offering within the meaning of the Securities Act of 1933, as amended. For
purposes of determining the percentage of votes held by a Person, any Voting
Stock not outstanding which is subject to any option, warrant, convertible
security, preemptive or other right held by such Person (whether or not such
option, warrant, convertible security, preemptive or other right is
currently exercisable) shall be deemed to be outstanding for the purpose of
computing the percentage of votes held by such Person.
Notwithstanding anything contained in the immediately preceding
paragraph, the term "Interested Person" shall not include (A) a Subsidiary of
the Corporation or (B) a Continuing Director who beneficially owned, on June
5, 1985, ten percent (10%) or more of the votes held by the holders of shares
of Voting Stock and any Affiliate or Associate of one or more of such
Continuing Directors. For purposes of Articles Eighth, Ninth and Twelfth only
of these Articles of Association, the term "Interested Person" shall not
include any Person which shall have deposited all of its Voting Stock in a
voting trust (only and for so long as the voting trust shall be continuing
and all of such Person's Voting Stock shall remain deposited in the Voting
Trust) pursuant to an agreement with the Corporation providing the Corporation
with the power to appoint a majority of the voting trustees of the voting
trust who, in turn, shall have the power to vote all of the shares of Voting
Stock in the voting trust, in their discretion, for the election of directors
of the Corporation and the amendment of these Articles of Association and the
By-Laws. The agreement by the Corporation with any Person described in the
immediately preceding sentence to use its best efforts to elect one designee
of such Person as a director and to cause the voting trustees appointed by the
Corporation to vote for such designee shall not cause such Person to be deemed
an Interested Person for purposes of Articles Eighth, Ninth and Twelfth of
these Articles of Association.
A Person who is an Interested Person as of (x) the time any definitive
agreement, or amendment thereto, relating to a Business Combination is
entered into, (y) the record date for the determination of shareholders
entitled to notice of and to vote on a Business Combination, or (z)
immediately prior to the consummation of a Business Combination shall be
deemed an Interested Person for purposes of this definition.
(6) The term "Person" shall mean any individual, corporation,
partnership or other person, group or entity (other than the Corporation, any
Subsidiary or a trustee holding stock for the benefit of employees of the
Corporation or its Subsidiaries, or any one of them, pursuant to one or more
employee benefit plans or arrangements). When two or more Persons act as a
partnership, limited partnership, syndicate, association or other group for
the purpose of acquiring, holding or disposing of securities, such
partnership, syndicate, association or group will be deemed a "Person".
(7) The term "Subsidiary" shall mean any corporation or other entity
fifty percent (50%) or more of the equity of which is beneficially owned by
the Corporation; provided, however, that for purposes of the definition of
Interested Person set forth in subsection (5) of this Section 10.1 and the
definition of Person set forth in subsection (6) of this Section 10.1, the
term "Subsidiary" shall mean only a corporation of which a majority of each
class of equity security is beneficially owned by the Corporation.
(8) The term "Substantial Part", as used in reference to the assets
or business of any Person, means assets or business having a value of more
than ten percent (10%) of the total consolidated assets of the Corporation
and its Subsidiaries as of the end of the Corporation's most recent fiscal
year ending prior to the time the determination is made.
(9) For the purposes of determining the number of "votes held by
holders" of shares, including Voting Stock, of the Corporation, each share
shall have the number of votes granted to it pursuant to Article Fifth of
these Articles of Association.
(10) The term "Voting Stock" shall mean stock or other securities of
the Corporation entitled to vote generally in the election of directors.
10.2 Subject to Section 10.3 of this Article Tenth, but notwithstanding
any other provisions of these Articles of Association or the fact that no vote
for such a transaction may be required by law or that approval by some lesser
percentage of shareholders may be permitted by law, neither the Corporation
nor any Subsidiary shall be party to a Business Combination unless all of the
following conditions are met:
(1) After becoming an Interested Person and prior to the consummation
of such Business Combination:
(a) such Interested Person shall not have acquired any newly issued
shares of capital stock, directly or indirectly, from the Corporation
or a Subsidiary (except upon exercise or conversion of warrants or
other rights, including preemptive rights, or convertible securities
acquired by an Interested Person prior to becoming an Interested Person
or upon compliance with the provisions of this Article Tenth or as a
result of a pro rata stock dividend or stock split);
(b) such Interested Person shall not have received the benefit,
directly or indirectly (except proportionately as a shareholder), of
any loans, advances, guarantees, pledges or other financial assistance
or tax credits provided by the Corporation or a Subsidiary, or have
made any major changes in the Corporation's business or equity capital
structure;
(c) except as approved by a majority of the Continuing Directors,
there shall have been (i) no reduction in the annual rate of dividends
paid on Voting Stock (except as necessary to reflect a pro rata stock
dividend or stock split) and (ii) an increase in such annual rate of
dividends as necessary to reflect any reclassification (including any
reverse stock split), recapitalization, reorganization or any similar
transaction which has the effect of reducing the number of outstanding
shares of Voting Stock; and
(d) such Interested Person shall have taken steps to insure that
the Board of Directors of the Corporation included at all times
representation by Continuing Directors proportionate to the ratio that
the number of shares of Voting Stock from time to time owned by
shareholders who are not Interested Persons bears to all shares of
Voting Stock outstanding at the time in question (with a Continuing
Director to occupy any resulting fractional position among the
directors); and
(2) The Business Combination shall have been approved by at least a
majority of the Entire Board of Directors of the Corporation, including a
majority of the Continuing Directors; and
(3) A shareholder's meeting shall have been called for the purpose of
approving the Business Combination and a proxy statement complying with the
requirements of the Exchange Act, as amended, or any successor statute or
rule, whether or not the Corporation is then subject to such requirements,
shall be mailed to all shareholders of the Corporation not less than thirty
(30) days prior to the date of such meeting for the purpose of soliciting
shareholder approval of such Business Combination and shall contain at the
front thereof, in a prominent place, (a) any recommendations as to the
advisability (or inadvisability) of the Business Combination which the
Continuing Directors may choose to state, and (b) the opinion of a reputable
national investment banking firm as to the fairness (or lack thereof) of the
terms of such Business Combination, from the point of view of the remaining
shareholders of the Corporation (such investment banking firm to be engaged
by a majority of the Continuing Directors solely on behalf of the remaining
shareholders and paid a reasonable fee for their services, which fee shall
not be contingent upon the consummation of the transaction); and
(4) The Business Combination shall have been approved by at least 80%
of the votes held by the holders of the outstanding Voting Stock, including
an Independent Majority of Shareholders.
10.3 The approval requirements of Section 10.2 shall not apply to any
particular Business Combination, and such Business Combination shall require
only such affirmative shareholder vote as is required by law, any other
provision of the Articles of Association, the terms of any outstanding
classes or series of capital stock of the Corporation or any agreement with
any national securities exchange, if the Business Combination is approved by a
majority of the Entire Board of Directors, including the affirmative vote of
at least 66-2/3% of the Continuing Directors.
10.4 The Board of Directors of the Corporation, when evaluating any
offer of another Person (the "Offering Person") (i) to make a tender or
exchange offer for any equity security of the Corporation or (ii) to effect
any Business Combination (as defined in Section 10.1, except that for purposes
of this Section 10.4 the term "Person" shall be substituted for the term
"Interested Person"), shall, in connection with the exercise of the Board's
judgment in determining what is in the best interests of the Corporation as a
whole, be authorized to give due consideration to such factors as the Board of
Directors determines to be relevant, including, without limitation:
(a) the relationships between the consideration offered by the
Offering Person and (x) the market price of the Voting Stock over a
period of years, (y) the current and future value of the Corporation as
an independent entity and (z) political, economic and other factors
bearing on securities prices and the Corporation's financial condition
and future prospects;
(b) the interests of all of the Corporation's shareholders, including
minority shareholders;
(c) whether the proposed transaction might violate federal, state,
local or foreign laws;
(d) the competence, experience and integrity of the Offering Person
and its management; and
(e) the social, legal and economic effects upon employees, suppliers,
customers, licensors, licensees and other constituents of the
Corporation and its Subsidiaries and on the communities in which the
Corporation and its Subsidiaries operate or are located.
In connection with any such evaluation, the Board of Directors is
authorized to conduct such investigations and to engage in such legal
proceedings as the Board of Directors may determine.
10.5 As to any particular transaction, the Continuing Directors shall
have the power and duty to determine, on the basis of information known to
them:
(a) The amount of Voting Stock beneficially owned by any Person;
(b) Whether a Person is an Affiliate or Associate of another;
(c) Whether a Person has an agreement, arrangement or understanding
with, or is acting in concert with, another;
(d) Whether the assets subject to any Business Combination constitute
a Substantial Part as hereinabove defined;
(e) Whether a proposed transaction is proposed, directly or
indirectly, by or on behalf of any Person;
(f) Whether a proposed amendment of any Article of these Articles of
Association would have the effect of modifying or permitting
circumvention of the provisions of Article Eighth through Twelfth of
these Articles of Association; and
(g) Such other matters with respect to which a determination is
required under Articles Eighth through Twelfth of these Articles of
Association.
Any such determination shall be conclusive and binding for all purposes
of Articles Eighth through Twelfth of these Articles of Association.
10.6 The affirmative votes required by this Article Tenth is in addition
to the vote of the holders of any class or series of capital stock of the
Corporation otherwise required by law, the Articles of Association, any
resolution which has been adopted by the Board of Directors providing for the
issuance of a class or series of capital stock or any agreement between the
Corporation and any national securities exchange.
10.7 Nothing contained in this Article Tenth shall be construed to
relieve any Interested Person from any fiduciary or other obligation imposed
by law.
ELEVENTH: 11.1 Action shall be taken by the shareholders only by
unanimous written consent or at annual or special meetings of shareholders of
the Corporation except that, if and with the percentage of the outstanding
Preference Stock or any series thereof (the "Required Percentage") set forth
in the resolution or resolutions adopted by the Board of Directors with
respect to the Preference Stock, action may be taken without a meeting,
without prior notice and without a vote, if consent in writing setting forth
the action so taken, shall be signed by the holders of the Required Percentage
of the outstanding Preference Stock or any series thereof entitled to vote
thereon.
11.2 Any new business proposed by any shareholder to be taken up at the
annual meeting of shareholders shall be stated in writing and filed with the
Secretary of the Corporation at least 60 days before the date of the annual
meeting, and all business so stated, proposed and filed shall, if appropriate
under applicable law, be considered at the annual meeting, but no other
proposal shall be acted upon at the annual meeting. Any shareholder may make
any other proposal at the annual meeting and the same may be discussed and
considered, but unless stated in writing and filed with the Secretary of the
Corporation at least 60 days before the meeting, such proposal shall, if
appropriate under applicable law, be held over for action at an adjourned,
special or annual meeting of shareholders taking place 30 days or more
thereafter. These provisions shall not prevent the consideration and approval
or disapproval at the annual meetings of reports of officers, directors and
committees, but in connection with such reports no new business shall be acted
upon at such annual meeting unless stated and filed as herein provided. The
business to be taken up at a special meeting of shareholders shall be confined
to that set forth in the notice of special meeting.
TWELFTH: 12.1 Any amendment, change or repeal of Articles Eighth and
Articles Tenth through Twelfth (an "Amendment") or any other amendment of
these Articles of Association which would have the effect of modifying or
permitting circumvention of the provisions of Article Eighth and Articles
Tenth through Twelfth (an "Other Amendment") shall require approval by the
affirmative votes of at least:
(1) a majority of the Entire Board of Directors, which shall include,
if an Interested Person exists for purposes of this Article Twelfth, a
majority of the Continuing Directors; and
(2) a majority of the votes held by the holders of Voting Stock except
that if an Interested Person exists for purposes of this Article Twelfth,
the affirmative votes of at least 80% of the votes held by the holders of
shares of Voting Stock including an Independent Majority of Shareholders,
shall be required; provided, however, that if 66-2/3% of the Continuing
Directors shall approve such Amendment or Other Amendment, then
notwithstanding the existence of an Interested Person for purposes of
this Article Twelfth, such Amendment or Other Amendment shall require
only such affirmative vote as is required by law, by any other provision
of these Articles of Association, by the terms of any outstanding classes
or series of capital stock of the Corporation or by any agreement with
any national securities exchange to effect a Business Combination, but in
no event by less than a majority of the votes held by the holders of
Voting Stock.
12.2 Any amendment, change or repeal of Article Ninth of these Articles
of Association or any amendment of these Articles of Association which would
have the effect of modifying or permitting circumvention of the provisions of
Article Ninth shall require approval by the affirmative votes of at least:
(1) a majority of the Entire Board of Directors, which shall include,
if an Interested Person exists for purposes of this Article Twelfth, a
majority of the Continuing Directors; and
(2) 66-2/3% of the votes held by holders of Voting Stock, except that
if an Interested Person exists, by the affirmative votes of at least 80%
of the votes held by the holders of shares of Voting Stock, including an
Independent Majority of Shareholders.
THIRTEENTH: A director of the Corporation shall not be personally liable
to the Corporation or its shareholders for monetary damages for breach of the
director's duty as a director, except for liability of a director (i) for any
breach of the director's duty of loyalty to the Corporation or its
shareholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) the liability
imposed pursuant to the provisions of Section 7-1.1-43 of the Rhode Island
Business Corporation Act; or (iv) for any transaction from which the director
derived an improper personal benefit (unless said transaction is permitted by
Section 7-1.1-37 of the Rhode Island Business Corporation Act). If the Rhode
Island Business Corporation Act is amended after approval by the shareholders
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 or its shareholders shall be eliminated or limited to the fullest
extent permitted by the Rhode Island Business Corporation Act, as so amended.
Any repeal or modification of the foregoing paragraph 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.
FOURTEENTH: The restated articles of incorporation correctly set forth
without change the corresponding provisions of the Articles of Incorporation
as heretofore amended, and supersede the original articles of incorporation
and all amendments thereto.
Dated: July , 1993 HASBRO, INC.
/s/ Alan G. Hassenfeld
Its President
/s/ Donald M. Robbins
Its Secretary
STATE OF RHODE ISLAND )
:Sc.
COUNTY OF PROVIDENCE )
At Pawtucket in said county on this 14th day of July, 1993, personally
appeared before me Alan G. Hassenfeld, who, being by me first duly sworn,
declared that he is the President of Hasbro, Inc. that he signed the foregoing
document as President of the corporation, and that the statements therein
contained are true.
/s/ Marie D. Pamental
---------------------------
Notary Public
My Commission Expires 2/5/95
[NOTARIAL SEAL]
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
OFFICE OF THE SECRETARY OF STATE
RESTATED CERTIFICATE OF INCORPORATION
OF
HASBRO, INC.
I, Andred Totolo, Acting Deputy Secretary of State hereby certify that
duplicate originals of Restated Articles of Incorporation of Hasbro, Inc.,
duly signed and certified pursuant to the provisions of Chapter 7-1.1 of the
General Laws, 1956, as amended, have been received in this office and are
found to conform to law, and that the foregoing is a duplicate original of the
restated Articles of Incorporation.
Witness my hand and the seal of
State of Rhode Island this 14th day
of July 1993.
/s/ Andred Totolo
----------------------------------
Acting Deputy Secretary of State
