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EXHIBIT 3.1 1992 Amended Articles of Incorporation of Steris Corporation (as
further amended on May 14, 1996, November 6, 1996, and August 6, 1998)
FIRST. The name of the Corporation is Steris Corporation.
SECOND. The place in the State of Ohio where the principal office
of the Corporation is located in the City of Mentor, in Lake County.
THIRD. The purpose or purposes for which the Corporation is
formed are to engage in any lawful act or activity for which corporations may be
formed under Chapter 1701 of the Ohio Revised Code.
FOURTH. The authorized number of shares of the Corporation is 303
million, of which 300 million shall be Common Shares, without par value (the
"Common Shares"), and 3 million shall be Serial Preferred Shares, without par
value (the "Serial Preferred Shares").
EXPRESS TERMS OF THE SERIAL PREFERRED SHARES
SECTION 1. Series.
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The Serial Preferred Shares may be issued from time to time in
series. All Serial Preferred Shares shall be of equal rank and the express terms
thereof shall be identical, except in respect of the terms that may be fixed by
the Board of Directors as hereinafter provided, and each share of each series
shall be identical with all other shares of such series, except that in the case
of series on which dividends are cumulative the dates from which dividends are
cumulative may vary to reflect differences in the dates of issue. Subject to the
provisions of Sections 2 through 7, inclusive, of these Express Terms of Serial
Preferred Shares, which shall apply to all Serial Preferred Shares, the Board of
Directors is hereby authorized to cause Serial Preferred Shares to be issued in
one or more series and with respect to each such series to fix:
(a) The designation of the series, which may be by distinguishing
number, letter or title.
(b) The authorized number of shares of the series, which number the
Board of Directors may, except to the extent otherwise provided in the
creation of the series, from time to time, increase or decrease, but not
below the number of shares thereof then outstanding.
(c) The dividend rate or rates (which may be fixed or adjustable) of
the shares of the series.
(d) The dates on which dividends, if declared, shall be payable, and
in the case of series on which dividends are cumulative, the dates from
which dividends shall be cumulative.
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(e) The redemption rights and price or prices, if any, for shares of
the series.
(f) The amount, terms, conditions and manner of operation of any
retirement or sinking fund to be provided for the purchase or redemption of
shares of the series.
(g) The amounts payable on shares of the series in the event of any
liquidation, dissolution or winding up of the affairs of the Corporation.
(h) Whether the shares of the series shall be convertible into Common
Shares or shares of any other series or class, and, if so, the
specification of such other class or series, the conversion price or prices
or rate or rates, any adjustment thereof, and all other terms and
conditions upon which such conversion may be made.
(i) The restrictions, if any, upon the issue of any additional shares
of the same series or of any other class or series.
The Board of Directors is authorized to adopt from time to time
amendments to these articles of incorporation fixing, with respect to each
series, the matters described in Clauses (a) through (i), inclusive, of this
Section 1.
SECTION 2. Dividends.
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(a) The holders of Serial Preferred Shares of each series, in
preference to the holders of Common Shares and of any other class of shares
ranking junior to the Serial Preferred Shares, shall be entitled to receive out
of any funds legally available and when and as declared by the Board of
Directors dividends in cash at the rate for such series fixed in accordance with
the provisions of Section 1 of these Express Terms of Serial Preferred Shares
and no more, payable on the dividend payment dates fixed for such series. Such
dividends shall be cumulative, in the case of shares of a series on which
dividends are cumulative, from and after the date or dates fixed with respect to
such series. No dividend shall be paid upon or declared and set apart for any
series of the Serial Preferred Shares for any current dividend period unless:
(i) as to each series of Serial Preferred Shares entitled to
cumulative dividends, and any other class of shares entitled to cumulative
dividends, or series thereof, dividends for all past dividend periods shall
have been paid or shall have been declared and a sum sufficient for the
payment thereof set apart; and
(ii) as to all series of Serial Preferred Shares, and any other class
of shares, or series thereof, ranking on a parity with the Serial Preferred
Shares, dividends for the current dividend period shall have been paid or
be or have been declared and a sum sufficient for the payment thereof set
apart ratably in accordance with the amounts which would be payable as
dividends on those shares for the current dividend period if all dividends
for the current period were declared and paid in full.
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No dividend in respect of past dividend periods shall be paid upon or declared
and set apart for payment for any series of the Serial Preferred Shares entitled
to cumulative dividends unless there shall be or have been declared and set
apart for payment on all outstanding series of Serial Preferred Shares entitled
to cumulative dividends, and any other class of shares entitled to cumulative
dividends, or series thereof, ranking on a parity with the Serial Preferred
Shares, dividends for past dividend periods ratably in accordance with the
amounts which would be payable on those shares entitled to cumulative dividends
if all dividends due for all past dividend periods were declared and paid in
full.
(b) So long as any Serial Preferred Shares shall be outstanding, no
dividend, except a dividend payable in Common Shares or other shares ranking
junior to the Serial Preferred Shares, shall be paid or declared or any
distribution be made, except as aforesaid, on the Common Shares or any other
shares ranking junior to the Serial Preferred Shares, nor shall any Common
Shares or any other shares ranking junior to the Serial Preferred Shares, be
purchased, retired or otherwise acquired by the Corporation or any sinking fund
payment with respect to any other shares of the Corporation be made (except out
of the proceeds of the sale of Common Shares or any other shares ranking junior
to the Serial Preferred Shares received by the Corporation on or subsequent to
the date on which Serial Preferred Shares are first issued) unless, in each
case:
(i) all dividends as to all series of Serial Preferred Shares
entitled to cumulative dividends for past dividend periods shall have been
declared and paid or a sum sufficient for payment thereof set apart;
(ii) all dividends as to all series of Serial Preferred Shares for
the current dividend period shall have been declared and paid or a sum
sufficient for payment thereof set apart; and
(iii) there shall be no default with respect to the redemption of
Serial Preferred Shares of any series from, and no default with respect to
any required payment into, any sinking fund provided for shares of such
series in accordance with the provisions of Section 1 of these Express
Terms of Serial Preferred Shares.
SECTION 3. Redemption.
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(a) Subject to the express terms of each series of Serial
Preferred Shares, the Corporation may from time to time redeem all or any part
of the Serial Preferred Shares of any series at the time outstanding which is
redeemable (i) at the option of the Board of Directors at the applicable
redemption price for such series fixed in accordance with the provisions of
Section 1 of these Express Terms of Serial Preferred Shares, or (ii) in
fulfillment of the requirements of any sinking fund provided for shares of such
series at the applicable sinking fund redemption price fixed in accordance with
the provisions of Section 1 of these Express Terms of Serial Preferred Shares,
together in each case with (1) all then unpaid dividends upon such shares
payable on all dividend payment dates for such series occurring on or prior to
the redemption date, plus (2) if the redemption date is not a dividend payment
date for such series, a proportionate dividend, based upon the number of elapsed
days, for the period from the day following the most recent such dividend
payment date through the redemption date.
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(b) Notice of every such redemption shall be mailed, postage prepaid,
to the holders of record of the Serial Preferred Shares to be redeemed at their
respective addresses then appearing on the books of the Corporation, not less
than 30 days nor more than 60 days prior to the date fixed for such redemption.
At any time after notice has been given as above provided and before the date of
redemption specified in such notice, the Corporation may deposit the aggregate
redemption price of the Serial Preferred Shares to be redeemed, together with an
amount equal to the aggregate amount of the dividends payable upon such
redemption, with any bank or trust company in Cleveland, Ohio or New York, New
York having capital, surplus and undivided profits aggregating at least of more
than $50,000,000, named in such notice, and direct that such deposited amount be
paid to the respective holders of the Serial Preferred Shares so to be redeemed
upon surrender of the stock certificate or certificates held by such holders.
After the mailing of such notice and the making of such deposit of money such
holders shall cease to be shareholders with respect to such shares and shall
have no interest in or claim against the Corporation with respect to such
shares, except only the right to receive such money from such bank or trust
company without interest or to exercise, before the redemption date, any
unexpired privileges of conversion.
(c) In the event less than all of the outstanding shares of any
series of Serial Preferred Shares are to be redeemed, the Corporation shall
select pro rata or by lot the shares so to be redeemed in such manner as shall
be prescribed by the Board of Directors.
(d) If the holders of Serial Preferred Shares which shall have been
called for redemption shall not, within six years after such deposit, claim the
amount deposited for the redemption thereof, any such bank or trust company
shall, upon demand, pay over to the Corporation such unclaimed amounts and
thereupon such bank and the Corporation shall be relieved of all responsibility
in respect thereof and to such holders.
(e) Any Serial Preferred Shares (i) redeemed by the Corporation
pursuant to the provisions of this Section 3, (ii) purchased and delivered in
satisfaction of any sinking fund requirements provided for shares of any series
of Serial Preferred Shares, (iii) converted in accordance with the express terms
of any such series, or (iv) otherwise acquired by the Corporation, shall resume
the status of authorized and unissued Serial Preferred Shares without serial
designation.
SECTION 4. Liquidation.
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(a) The holders of Serial Preferred Shares of any series shall, in
case of liquidation, dissolution or winding up of the affairs of the
Corporation, be entitled to receive in full out of the assets of the
Corporation, including its capital, before any amount shall be paid or
distributed among the holders of Common Shares or any other shares ranking
junior to the Serial Preferred Shares, the amounts fixed with respect to shares
of such series in accordance with Section 1 of these Express Terms of Serial
Preferred Shares, plus an amount equal to (i) all then unpaid dividends upon
such shares payable on all dividend payment dates for such series occurring on
or prior to the date of payment of the amount due pursuant to such liquidation,
dissolution or winding up, plus (ii) if such date is not a dividend payment date
for such series, a proportionate dividend, based on the number of elapsed days,
for the period from the day following the most recent such dividend payment date
through such date of payment of the amount due pursuant to such liquidation,
dissolution or winding
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up. In case the net assets of the Corporation legally available therefor are
insufficient to permit the payment upon all outstanding Serial Preferred Shares
of the full preferential amount to which they are respectively entitled, then
such assets shall be distributed ratably upon outstanding Serial Preferred
Shares and any other class of shares, or series thereof, on a parity with the
Serial Preferred Shares in proportion to the full preferential amount to which
each such share is entitled.
After payment to holders of Serial Preferred Shares of the full
preferential amounts as aforesaid, holders of Serial Preferred Shares as such
shall have no right or claim to any of the remaining assets of the Corporation.
(b) The merger or consolidation of the Corporation with or
into any other corporation, or the merger of any other corporation into it, or
the sale, lease, or conveyance of all or substantially all the property or
business of the Corporation shall not be deemed to be a dissolution, liquidation
or winding up for the purposes of this Section 4.
SECTION 5. Voting Rights.
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(a) The holders of Serial Preferred Shares shall be entitled to one
vote for each Serial Preferred Share held by them, respectively, on each matter
properly submitted to shareholders for their vote, consent, waiver, release or
other action; and, except as otherwise provided in this Section 5 or required by
law, the holders of Serial Preferred Shares and holders of Common Shares shall
vote together as one class on all matters.
(b) The affirmative vote or consent of the holders of at least a
majority of the then outstanding Serial Preferred Shares, given in person or by
proxy, either in writing or at a meeting called for the purpose at which the
holders of Serial Preferred Shares shall vote separately as a class, shall be
necessary to effect any one or more of the following (but so far as the holders
of Serial Preferred Shares are concerned, such action may be effected with such
vote or consent):
(i) Any amendment, alteration or repeal of any of the provisions of
these articles of incorporation or the regulations of the Corporation which
would be substantially prejudicial to the voting powers, rights or
preferences of the holders of Serial Preferred Shares; provided, however,
that for the purpose of this clause (i) only, neither the amendment of
these articles of incorporation to authorize or to increase the authorized
or outstanding number of shares of any class ranking junior to the Serial
Preferred Shares, nor the amendment of the regulations so as to change the
number of directors of the Corporation shall be deemed to be substantially
prejudicial to the voting powers, rights or preferences of the holders of
Serial Preferred Shares; and provided further that if such amendment,
alteration or repeal would be substantially prejudicial to the rights or
preferences of one or more but not all then outstanding series of Serial
Preferred Shares, only the affirmative vote or consent of the holders of at
least a majority of the then outstanding shares of the series so affected
shall be required;
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(ii) The authorization of, or the increase in the authorized number
of, any shares of any class ranking prior to or on a parity with the Serial
Preferred Shares;
(iii) The purchase or redemption for sinking fund purposes or
otherwise of less than all of the then outstanding Serial Preferred Shares
except in accordance with a purchase offer made to all holders of record of
Serial Preferred Shares, unless all dividends on all Serial Preferred
Shares then outstanding for all previous dividend periods shall have been
declared and paid or funds therefor set apart and all accrued sinking fund
obligations applicable thereto shall have been complied with; or
(iv) An increase in the authorized number of Serial Preferred
Shares.
SECTION 6. Preemptive Rights.
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No holder of Serial Preferred Shares shall be entitled as such
as a matter of right to subscribe for or purchase any part of any issue of
shares of the Corporation, of any class whatsoever, or any part of any issue of
securities convertible into shares of the Corporation, of any class whatsoever,
and whether issued for cash, property, services or otherwise.
SECTION 7. Definitions.
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For the purposes of these Express Terms of Serial Preferred
Shares:
(a) Whenever reference is made to shares "ranking prior to the Serial
Preferred Shares," such reference shall mean and include all shares of the
Corporation in respect of which the rights of the holders thereof either as to
the payment of dividends or as to distribution in the event of a liquidation,
dissolution or winding up of the Corporation are given preference over the
rights of the holders of Serial Preferred Shares.
(b) Whenever reference is made to shares "on a parity with the Serial
Preferred Shares," such reference shall mean and include all shares of the
Corporation in respect of which the rights of the holders thereof as to the
payment of dividends or as to distributions in the event of a liquidation,
dissolution or winding up of the Corporation rank on an equality with the rights
of the holders of Serial Preferred Shares.
(c) Whenever reference is made to shares "ranking junior to the
Serial Preferred Shares," such reference shall mean and include all shares of
the Corporation in respect of which the rights of the holders thereof as to the
payment of dividends and as to distributions in the event of a liquidation,
dissolution or winding up of the Corporation are junior or subordinate to the
rights of the holders of Serial Preferred Shares.
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SECTION 8. Series A Preferred Shares.
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(a) Of the 3,000,000 Serial Preferred Shares without par
value, 1,000,000 shall be Series A Preferred Shares. Series A Preferred Shares
may be issued in fractions of a share that shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and have the benefit of all
other rights of holders of Series A Preferred Shares. The express terms of
Series A Preferred Shares, in addition to those set forth in Sections 1 through
7 of this Article Fourth, shall be as hereinafter set forth in this Section 8.
(b) The holders of Series A Preferred Shares shall be entitled
to receive, out of any funds legally available and when and as declared by the
Board of Directors, dividends and other distributions of the same kind as, but
at a rate equal to one hundred (100) times the amount per share of, the
dividends or other distributions received by the holders of Common Shares,
subject to the provision for adjustment hereinafter set forth. The record date
and payment date of the dividends and other distributions payable to the holders
of the Series A Preferred Shares shall be the same as the record date and the
payment date of the dividends and other distributions payable to the holders of
the Common Shares. Dividends on the Series A Preferred Shares shall not accrue
or be cumulative. In the event the Corporation at any time declares or pays any
dividend on the Common Shares payable in Common Shares, or effects a subdivision
or combination or consolidation of the outstanding Common Shares (by
reclassification or otherwise than by payment of a dividend in Common Shares)
into a greater or lesser number of Common Shares, then in each such case the
amount of dividends payable to holders of the Series A Preferred Shares under
this paragraph (b) shall be adjusted by multiplying the amount to which such
holders were entitled immediately prior to such event by a fraction, the
numerator of which is the number of Common Shares outstanding immediately after
such event and the denominator of which is the number of Common Shares
outstanding immediately prior to such event.
(c) The outstanding Series A Preferred Shares shall not be
redeemable.
(d) The holders of Series A Preferred Shares shall, in case of
liquidation, dissolution, or winding up of the affairs of the Corporation, be
entitled to receive in full, out of the assets of the Corporation, including its
capital, an amount equal to one hundred (100) times the amount to be distributed
per share to holders of Common Shares, subject to the provision for adjustment
hereinafter set forth. In the event the Corporation at any time declares or pays
any dividend on the Common Shares payable in Common Shares, or effects a
subdivision or combination or consolidation of the outstanding Common Shares (by
reclassification or otherwise than by payment of a dividend in Common Shares)
into a greater or lesser number of Common Shares, then in each such case the
amount to be distributed to holders of the Series A Preferred Shares under this
paragraph (d) shall be adjusted by multiplying amount to which such holders were
entitled immediately prior to such event by a fraction, the numerator of which
is the number of Common Shares outstanding immediately after such event and the
denominator of which is the number of Common Shares outstanding immediately
prior to such event. Except as set forth above, the holders of Series A
Preferred Shares shall have the same rights and shall be treated in the same
manner with respect to any liquidation, dissolution or winding up as holders of
Common Shares.
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(e) In the event that the Corporation enters into any
consolidation, merger, combination or other stock transaction in which the
Common Shares are exchanged for or changed into other stock (and other
securities and assets, if any), then in any such case each Series A Preferred
Share 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 one hundred (100) times the aggregate amount of stock (and other securities
and assets, if any), as the case may be, into which or for which each Common
Share is changed or exchanged. In the event the Corporation at any time declares
or pays any dividend on the Common Shares payable in Common Shares, or effects a
subdivision or combination or consolidation of the outstanding Common Shares (by
reclassification or otherwise than by payment of a dividend in Common Shares)
into a greater or lesser number of Common Shares, then in each such case the
amount to be distributed to holders of the Series A Preferred Shares under this
paragraph (e) shall be adjusted by multiplying amount to which such holders were
entitled immediately prior to such event by a fraction, the numerator of which
is the number of Common Shares outstanding immediately after such event and the
denominator of which is the number of Common Shares outstanding immediately
prior to such event.
FIFTH. The Corporation, by action of its directors, and
without action of its shareholders, may purchase its own shares, of any class,
in accordance with the provisions of Chapter 1701 of the Ohio Revised Code. Such
purchases may be made either in the open market or at public or private sale, in
such manner and amounts, from such holder or holders of outstanding shares of
the Corporation, of any class, and at such prices as the directors shall from
time to time determine.
SIXTH. A director or officer of the Corporation shall not be
disqualified by his office from dealing or contracting with the Corporation as a
vendor, purchaser, employee, agent, or otherwise, nor shall any contract or
transaction be void or voidable with respect to the Corporation for the reason
that it is between the Corporation and one or more of its directors or officers,
or between the Corporation and any other person in which one or more of its
directors or officers are directors, trustees, or officers, or have a financial
or personal interest, or for the reason that one or more interested directors or
officers participate in or vote at the meeting of the directors or a committee
thereof that authorizes such contract or transaction, if in any such case (a)
the material facts as to his or their relationship or interest and as to the
contract or transaction are disclosed or are known to the directors or the
committee and the directors or committee, in good faith reasonably justified by
such facts, authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors constitute less than a quorum; or (b)
the material facts as to his or their relationship or interest and as to the
contract or transaction are disclosed or are known to the shareholders entitled
to vote thereon and the contract or transaction is specifically approved at a
meeting of the shareholders held for such purpose by the affirmative vote of the
holders of shares entitling them to exercise a majority of the voting power of
the Corporation held by persons not interested in the contract or transaction;
or (c) the contract or transaction is fair as to the Corporation as of the time
it is authorized or approved by the directors, a committee thereof, or the
shareholders.
SEVENTH. Notwithstanding any provision in Chapter 1701 of the
Ohio Revised Code requiring for any purpose the vote, consent, waiver, or
release of the holders of a designated proportion (but less than all) of the
voting shares or power of the Corporation, the vote, consent,
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waiver, or release of the holders of a majority of the voting shares of the
Corporation regardless of class shall be sufficient to constitute the required
authorization or approval for any such purpose. In the event that any provision
of these articles of incorporation, the regulations of the Corporation, or law
requires for any purpose the vote, consent, waiver, or release of the holders of
a designated proportion (but less than all) of the shares of the Corporation of
any particular class or classes acting separately as a class, the vote, consent,
waiver, or release of the holders of a majority of the shares of such class or
of each such classes, as the case may be, shall be sufficient to constitute the
required authorization or approval for any such purpose, notwithstanding any
contrary provision of Chapter 1701 of the Ohio Revised Code.
EIGHTH. No holder of shares of the Corporation, of any class,
as such, shall have any pre-emptive right to purchase or subscribe for shares of
the Corporation, of any class, or other securities of the Corporation, of any
class, whether now or hereafter authorized.
NINTH. These 1992 Amended Articles of Incorporation supersede the
1991 Amended Articles of Incorporation of the Corporation, as heretofore
amended.
TENTH. Section 1701.831 of the Ohio Revised Code shall not apply
to control share acquisitions of shares of the corporation. Notwithstanding
anything to the contrary in these Articles of Incorporation, to amend or add to
or repeal this Article TENTH shall require the affirmative vote at a meeting of
holders of shares entitled to exercise 75% of the voting power on such proposal,
unless such action is recommended by two-thirds of the members of the Board of
Directors.
