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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: NOVEMBER 10, 1994
Date of earliest
event reported: NOVEMBER 9, 1994
AMERICAN STANDARD COMPANIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-23070 13-3465896
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
ONE CENTENNIAL AVENUE, P.O. BOX 6820 08855-6820
PISCATAWAY, N.J. (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (908) 980-6000
ASI HOLDING CORPORATION
1114 Avenue of the Americas, New York, NY 10036
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On November 2, 1994, the Board of Directors and the majority
stockholder of the Registrant approved a certificate of amendment (the
"Amendment") to the Registrant's Certificate of Incorporation to (a) change the
name of the Registrant from "ASI Holding Corporation" to "American Standard
Companies Inc." and (b) add indemnification provisions to the Registrant's
Certificate of Incorporation. The Amendment became effective on November 9,
1994 upon the filing of the Amendment with the Secretary of State of the
State of Delaware.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
(3) Form of Certificate of Incorporation of the
Registrant as filed with the Secretary of
State of the State of Delaware on March 15,
1988.
Form of Certificate of Amendment of the
Registrant as filed with the Secretary of
State of the State of Delaware on April 19,
1990.
Form of Certificate of Amendment of the
Registrant as filed with the Secretary of
State of the State of Delaware on December
20, 1991.
Form of Certificate of Correction of the
Registrant as filed with the Secretary of
State of the State of Delaware on January 3,
1992.
Form of Certificate of Amendment of the
Registrant as filed with the Secretary of
State of the State of Delaware on November 9,
1994.
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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.
American Standard Companies Inc.
(Registrant)
By:/s/ G. RONALD SIMON
---------------------------------
G. Ronald Simon
Vice President and Controller
DATE: November 10, 1994
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit No. Description Page No.
- ----------- ----------- ----------
<S> <C> <C>
(3) Form of Certificate of Incorporation of the Registrant as
filed with the Secretary of State of the State of Delaware
on March 15, 1988.
Form of Certificate of Amendment of the Registrant as filed
with the Secretary of State of the State of Delaware on
April 19, 1990.
Form of Certificate of Amendment of the Registrant as filed
with the Secretary of State of the State of Delaware on
December 20, 1991.
Form of Certificate of Correction of the Registrant as
filed with the Secretary of State of the State of Delaware
on January 3, 1992.
Form of Certificate of Amendment of the Registrant as filed
with the Secretary of State of the State of Delaware on
November 9, 1994.
</TABLE>
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CERTIFICATE OF INCORPORATION
OF
ASI HOLDING CORPORATION
FIRST: The name of the Corporation is ASI Holding Corporation.
SECOND: The Corporation's registered office in the State of
Delaware is at Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.
THIRD: The nature of the business of the Corporation and its
purpose is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 500,000 shares of Common Stock,
par value $.01 per share.
FIFTH: The name and mailing address of the incorporator is as
follows:
Joseph S. Schuchert
c/o Kelso & Company
350 Park Avenue
21st Floor
New York, New York 10022
SIXTH: The following provisions are inserted for the
management of the business and for the conduct of the affairs of the
Corporation and for the purpose of creating, defining, limiting and regulating
the powers of the Corporation and its directors and stockholders:
(a) The number of directors of the Corporation shall be fixed
and may be altered from time to time in the manner provided in the
By-Laws, and vacancies in the Board of Directors and newly created
directorships resulting from any increase in the authorized number of
directors may be filled, and directors may be removed, as provided in
the By-Laws.
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(b) The election of directors may be conducted in any manner
approved by the stockholders at the time when the election is held and
need not be by ballot.
(c) All corporate powers and authority of the Corporation
(except as at the time otherwise provided by law, by this Certificate
of Incorporation or by the By-Laws) shall be vested in and exercised
by the Board of Directors.
(d) The Board of Directors shall have the power without the
assent or vote of the stockholders to adopt, amend, alter or repeal
the By-Laws of the Corporation, except to the extent that the By-Laws
or this Certificate of Incorporation otherwise provide.
(e) No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of his
or her fiduciary duty as a director, provided that nothing contained
in this Article shall eliminate or limit the liability of a director
(i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of the law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware or (iv) for any transaction
from which the director derived an improper personal benefit.
SEVENTH: The Corporation reserves the right to amend or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by the laws of the State of Delaware, and
all rights herein
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conferred upon stockholders or directors are granted subject to this
reservation.
IN WITNESS WHEREOF, I, the undersigned, being the incorporator
hereinabove named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, do make and file this
Certificate, hereby declaring and certifying, under penalties of perjury, that
this instrument is my act and deed and that the facts herein stated are true,
and accordingly have hereunto set my hand this 14th day of March, 1988.
/s/ JOSEPH S. SCHUCHERT
------------------------
Joseph S. Schuchert
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CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
ASI HOLDING CORPORATION (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said Corporation, by
the unanimous written consent of its members, filed with the minutes of the
Board, adopted the following resolution proposing and declaring advisable the
following amendment to the Certificate of Incorporation of the Corporation:
RESOLVED, that the Board of Directors hereby declares that it
is advisable, in order to increase the authorized shares of Common
Stock of this Corporation to 50,000,000 shares, to amend ARTICLE
FOURTH of the Certificate of Incorporation of this Corporation to read
as follows:
"FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 50,000,000 shares
of Common Stock, par value $.01 per share".
SECOND: That in lieu of a meeting and vote of stockholders,
the holders of a majority of the outstanding shares of Common Stock of the
Corporation, the only class of stock of the Corporation, have given their
written consent to said amendment in accordance with the provisions of Section
228 of the General Corporation Law of the State of Delaware, and written notice
of the adoption of the amendment has been given as provided in Section 228 of
the General Corporation Law of the State of Delaware to every stockholder of
the Corporation entitled to such notice.
THIRD: That said amendment was duly adopted in accordance
with the applicable provisions of Sections 242
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and 228 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said ASI HOLDING CORPORATION, has caused
this certificate to be signed by Frederick W. Jaqua, a Vice President, and
attested by Israel A. Stein, an Assistant Secretary, this 18th day of April,
1990.
ASI HOLDING CORPORATION
By:/s/ FREDERICK W. JAQUA
----------------------
Vice President
ATTEST:
By:/s/ ISRAEL A. STEIN
-------------------
Assistant Secretary
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CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
ASI HOLDING CORPORATION (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said Corporation, by
the unanimous written consent of its members, filed with the minutes of the
Board, adopted the following resolution proposing and declaring advisable the
following amendment to the Certificate of Incorporation of the Corporation:
RESOLVED, that the Board of Directors hereby declares that it
is advisable, in order to decrease the authorized shares of Common Stock
of this Corporation from 50,000,000 shares to 28,000,000 shares, to
amend ARTICLE FOURTH of the Certificate of Incorporation of this
Corporation to read as follows:
"FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 28,000,000 shares
of Common Stock, par value $.01 per share."
SECOND: That in lieu of a meeting and vote of stockholders,
the holders of a majority of the outstanding shares of Common Stock of the
Corporation, the only class of stock of the Corporation, have given their
written consent to said amendment in accordance with the provisions of Section
228 of the General Corporation Law of the State of Delaware, and written notice
of the adoption of the amendment has been given as provided in Section 228 of
the General Corporation Law of the State of Delaware to every stockholder of
the Corporation entitled to such notice.
THIRD: That said amendment was duly adopted in accordance
with the applicable provisions of Sections 242
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and 228 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said ASI HOLDING CORPORATION, has caused
this certificate to be signed by Frederick W. Jaqua, a Vice President, and
attested by Israel A. Stein, an Assistant Secretary, this 20th day of December,
1991.
ASI HOLDING CORPORATION
By:/s/ FREDERICK W. JAQUA
----------------------
Vice President
ATTEST:
By:/s/ ISRAEL A. STEIN
-------------------
Assistant Secretary
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January 3, 1992
CERTIFICATE OF CORRECTION FILED TO CORRECT
A CERTAIN ERROR IN THE CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION OF ASI HOLDING CORPORATION
FILED IN THE OFFICE OF THE SECRETARY OF STATE
OF DELAWARE ON DECEMBER 20, 1991
ASI HOLDING CORPORATION, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
1. The name of the corporation is ASI HOLDING CORPORATION (the
"Corporation").
2. That a Certificate of Amendment of Certificate of Incorporation was
filed by the Secretary of State of Delaware on December 20, 1991 and that said
Certificate requires correction as permitted by Section 103 of the General
Corporation Law of the State of Delaware.
3. The inaccuracy or defect of the Certificate of Amendment (the
"Certificate") to be corrected is as follows: The Certificate recited that the
Board of Directors of the Corporation adopted the resolution set forth in the
Certificate by unanimous written consent. In fact the resolution was adopted
at a meeting of the Board of Directors duly held on December 5, 1991.
4. Article FIRST of the Certificate is corrected to read as follows:
FIRST: That the Board of Directors of said Corporation, at a meeting
of said Board held on December 5, 1991, adopted the following resolution
proposing and declaring advisable the following amendment to the Certificate of
Incorporation of the Corporation:
RESOLVED, that the Board of Directors hereby declares that it is
advisable, in order to decrease the authorized shares of Common Stock of
this Corporation, from 50,000,000 shares to 28,000,000 shares, to amend
ARTICLE FOURTH of the Certificate of Incorporation of this Corporation to
read as follows:
"FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 28,000,000 shares of
Common Stock, par value $.01 per share."
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IN WITNESS WHEREOF, said ASI HOLDING CORPORATION has caused this
Certificate to be signed by Frederick W. Jaqua, a Vice President, and attested
by Israel A. Stein, its Assistant Secretary, this 3rd day of January, 1992.
ASI HOLDING CORPORATION
By:/s/ FREDERICK W. JAQUA
---------------------------
Vice President
ATTEST:
By:/s/ ISRAEL A. STEIN
-------------------
Assistant Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ASI HOLDING CORPORATION
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
ASI Holding Corporation (the "Corporation"), a corporation organized
under the General Corporation Law of the State of Delaware (the "General
Corporation Law") hereby certifies as follows:
FIRST: That the Board of Directors of the Corporation, by unanimous
vote of all directors present at a meeting duly called and at which a quorum
was present and acting throughout, duly adopted the following resolutions
setting forth the proposed amendments to the Certificate of Incorporation of
the Corporation and declaring such amendments to be advisable:
"RESOLVED, that the Board of Directors deems it advisable and in the
best interests of the Corporation and its stockholders that Article FIRST of
the Corporation's Certificate of Incorporation be amended to read in its
entirety as follows: 'The name of the Corporation is American Standard
Companies Inc.'"
"RESOLVED, that the Board of Directors deems it advisable and in the
best interests of the Corporation and its stockholders that Article SIXTH of
the Corporation's Certificate of Incorporation be amended to add a new second
paragraph to sub-article (e) thereof, and to add a new sub-article (f)
thereto, to read in their entirety as follows:
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of
such repeal or modification.
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(f) The Corporation shall indemnify, to the fullest extent now
or hereafter permitted by the General Corporation Law of the State of
Delaware, any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he or she is or was or has agreed to become
a director or officer of the Corporation, or is or was serving or has
agreed to serve at the request of the Corporation as a director or
officer of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to be taken or
omitted in such capacity, and may to the same extent indemnify any
person who was or is a party or is threatened to be made a party to
such an action, suit or proceeding by reason of the fact that he or she
is or was or has agreed to become an employee or agent of the
Corporation, or is or was serving or has agreed to serve at the request
of the Corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with such action, suit or proceeding or any
appeal therefrom."
SECOND: That in lieu of a meeting of the stockholders of the
Corporation the Corporation's majority stockholder has by less than unanimous
written consent, dated November 2, 1994, approved the adoption of the foregoing
amendments in accordance with the provisions of Section 228 of the General
Corporation Law, that such consent has been filed with the minutes of the
proceedings of the stockholders of the Corporation and that notice of such
consent has been provided to those stockholders who did not consent in
accordance with Section 228 of the General Corporation Law.
THIRD: That the foregoing amendments to the Certificate of
Incorporation of the Corporation were duly adopted pursuant to the applicable
provisions of Sections 141, 228 and 242 of the General Corporation Law.
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IN WITNESS WHEREOF, the undersigned, being a duly authorized officer of
the Corporation, for the purpose of amending the Certificate of Incorporation
of the Corporation pursuant to Section 242 of the General Corporation Law of
the State of Delaware, does make and file this Certificate of Amendment, hereby
declaring and certifying that the facts herein stated are true, and accordingly
has hereunto set his hand, this 9th day of November, 1994.
/s/ RICHARD A. KALAHER
---------------------------------
Name: Richard A. Kalaher
Title: Acting Secretary
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