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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 1, 1997
JONES MEDICAL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-15098 43-1229854
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1945 Craig Road, St. Louis, MO 63146
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 576-6100
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
Additional Executive Officers:
Effective June 1, 1997, Jones Medical Industries, Inc., announced the
appointment of two additional executive officers:
Thomas Lewandowski was elected to the new position of Senior Vice
President of Pharmaceutical Sales and Marketing. Mr. Lewandowski joined
the Company on August 30, 1996, as a result of the Company's acquisition
of the operations of Daniels Pharmaceuticals, Inc. for which he had
served as Western Regional Sales Manager. Prior to joining Daniels in
October 1989, Mr. Lewandowski had seventeen years of sales management
experience in the pharmaceutical industry, relating both to physician and
hospital product sales.
Tina Kaufman was elected to the new position of Senior Vice President of
Finance and will serve as the principal accounting officer of the
Company. For 15 years prior to joining the Company, Ms. Kaufman, a
certified public accountant, was associated with Ernst & Young LLP,
independent accountants, and had been a partner in that firm since 1995.
In that capacity, Ms. Kaufman has served as senior manager and as
partner-in-charge of the Company's annual audits.
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Increase in Authorized Capital Stock:
Effective June 5, 1997, Jones Medical Industries, Inc. amended and
restated its Certificate of Incorporation under the laws of Delaware to give
effect to an increase in the Company's authorized capital stock as approved at
the Company's annual meeting of shareholders on May 20, 1997. Under the
Company's Restated Certificate of Incorporation, the Company is now authorized
to issue an aggregate of 75,000,000 shares of Common Stock, par value $.04 per
share, and an aggregate of 5,000,000 shares of Preferred Stock, par value $.01
per share.
As of May 31, 1997, an aggregate of 28,617,276 shares of the Company's
Common Stock were outstanding.
The Preferred Stock is issuable in one or more series with such rights,
preferences and terms as may be designated by the Board of Directors of the
Company. No shares of Preferred Stock were outstanding as of May 31, 1997, nor
are any shares subject to designation of rights, preferences or terms.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits.
Exhibit No. Exhibit
3.1 Restated Certificate of Incorporation,
as filed with the State of Delaware on June 5, 1997.
SIGNATURES
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.
JONES MEDICAL INDUSTRIES, INC.
By: s/Michael T. Bramblett
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Name: Michael T. Bramblett
Title: Executive Vice President
Date: June 10, 1997
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EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
JONES MEDICAL INDUSTRIES, INC., a corporation organized and existing under
the laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is JONES MEDICAL INDUSTRIES, INC. Jones
Medical Industries, Inc. was originally incorporated under the same name, and
the original Certificate of Incorporation of the corporation was filed with the
Secretary of State of the State of Delaware on March 24, 1981.
2. Pursuant to Sections 242 and 245 of the General Corporation Law of the
State of Delaware, this Amended and Restated Certificate of Incorporation
restates and integrates and also further amends the provisions of the
Certificate of Incorporation of this corporation, as heretofore amended or
supplemented.
3. The text of the Amended and Restated Certificate of Incorporation is
hereby Amended and Restated and amended to read in its entirety as follows:
ARTICLE ONE
The name of the corporation is Jones Medical Industries, Inc.
ARTICLE TWO
The address of its registered office in the State of Delaware
is the Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle, and the name of its
registered agent as such address is The Corporation Trust Company.
ARTICLE THREE
(a) The total number of shares of all classes of stock which
the Corporation shall have the authority to issue is Eighty
Million (80,000,000) shares consisting of Seventy-Five Million
(75,000,000) shares of Common Stock, par value of $0.04 per share,
and Five Million (5,000,000) shares of Preferred Stock, par value
of $0.01 per share.
(b) The shares of authorized Common Stock of the Corporation
shall be identical in all respects and shall have equal rights and
privileges.
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(c) The board of directors shall have the authority, to the
full extent now or hereafter permitted by law, subject to
limitations prescribed by law, to provide for the issuance of
shares of Preferred Stock from time to time on such terms as it
may determine, by filing a certificate pursuant to the applicable
law of the State of Delaware, and to establish from time to time
the number of shares to be included in each such class or series
of Preferred Stock, and to fix by resolution or resolutions the
designations, powers, preferences and rights of the shares of each
such class or series and the qualifications, limitations or
restrictions thereof.
The authority of the board of directors with respect to each
class or series shall include, but not be limited to,
determination of the following:
(i) The number of shares constituting that class or series
and the distinctive designation of that class or series;
(ii) The dividend rate on the shares of that class or
series, whether dividends shall be cumulative, and, if so,
from which date or dates, and the relative rights of
priority, if any, of payment of dividends on shares of that
class or series;
(iii) Whether the class or series shall have voting rights,
in addition to the voting rights provided by law, and, if
so, the terms and conditions of such voting rights;
(iv) Whether that class or series shall have conversion
privileges, and, if so, the terms and conditions of such
conversion including provision for adjustment of the
conversion rate upon the occurrence of such events as the
board of directors shall determine;
(v) Whether or not the shares of that class or series shall
be redeemable, and, if so, the terms and conditions of such
redemption, including the date or dates upon or after which
they shall be redeemable, and the amount per share payable
in case of redemption, which amount may vary under different
conditions and at different redemption dates;
(vi) Whether that class or series shall have a sinking fund
for the redemption or purchase of shares of the class or
series, and if so, the terms and amount of such sinking
fund;
(vii) The rights of the shares of that class or series in
the event of voluntary or involuntary liquidation,
dissolution or winding up of the corporation, and the
relative rights of priority, if any, of payment of shares of
that series; and
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(viii) Any other relative rights, preferences and
limitations of that class or
series.
ARTICLE FOUR
No holder of any shares of stock of the corporation, whether
now or hereafter authorized or outstanding, shall have any
preemptive or preferential right of any kind to acquire, subscribe
for or have offered to him any shares of stock or any other
securities of the corporation, whether such stock or other
securities are now or hereafter authorized or issued.
ARTICLE FIVE
The number of directors to constitute the Board of Directors
from time to time shall be not less than three (3) nor more than
nine (9). Said number shall be fixed in the manner set forth in
the Bylaws.
ARTICLE SIX
The power to make, alter, amend or repeal the Bylaws of the
corporation is vested in the Board of Directors.
ARTICLE SEVEN
The duration of the corporation is PERPETUAL.
ARTICLE EIGHT
The corporation is formed for the following purpose:
To engage in any lawful act or activity for which
corporations may be organized under the "General Corporation Law
of the State of Delaware."
ARTICLE NINE
No director shall be personally liable to the corporation or
its shareholders for monetary damages for any breach of fiduciary
duty by such director, as a director. However, a director shall
be liable to the extent provided by applicable law (i) for a
breach of the director's duty of loyalty to the corporation or its
stockholders, or (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the
law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit. No amendment to or
repeal of this Article shall apply to or have any effect on the
liability or alleged liability of any
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director of the corporation for or with respect to any acts or omissions
of such director occurring prior to such amendment or repeal of these
provisions.
IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation
has been signed under the seal of the Company this 5th day of June, 1997.
JONES MEDICAL INDUSTRIES, INC.
By s/Michael T. Bramblett
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Executive Vice President
(SEAL)
ATTEST:
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Assistant Secretary
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