SCHEDULE 14 A INFORMATION
Information Statement Pursuant to Section 14(a)
Of the Securities Exchange Act of 1934
Filed by the Registrant [X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Information Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
REINHOLD INDUSTRIES, INC.
--------------------------------------------------------------------------------
(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
[ X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
REINHOLD INDUSTRIES, INC.
12827 EAST IMPERIAL HIGHWAY
SANTA FE SPRINGS, CALIFORNIA 90670
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of a shareholder written consent ("Written Consent of Shareholders") by the
Board of Directors of Reinhold Industries, Inc. ("Reinhold" or the "Company").
The Written Consent of Shareholders requests approval of the form of Second
Amended and Restated Certificate of Incorporation, which amends the
Corporation's existing Amended and Restated Certificate of Incorporation to (i)
decrease the number of total authorized shares from 50,000,000 to 5,000,000;
(ii) decrease the number of authorized shares of Common Stock from 45,000,000 to
4,750,000; and (iii) decrease the number of authorized shares of preferred stock
from 5,000,000 to 250,000. The Board of Directors' authority to establish the
rights and preferences of any series of preferred stock prior to the issuance of
any such series and to issue preferred stock in one or more series, without
further approval of stockholders of the Company, remains unchanged.
Voting and Revocability of Written Consent of Shareholders
The shares of Class A Common Stock are the only class of voting
securities of Reinhold outstanding. Each share of Class A Common Stock is
entitled to one vote per share on all matters submitted to a vote of the
shareholders. A stockholder giving a Written Consent of Shareholders has the
power to revoke it at any time prior to the filing of the Second Amended and
Restated Certificate of Incorporation with the Secretary of State of Delaware.
If the Written Consent of Shareholders in the accompanying form is executed and
returned, it may nevertheless be revoked at any time prior to the exercise
thereof by filing with the Secretary of the Company, at or before the filing of
the Second Amended and Restated Certificate of Incorporation with the Secretary
of State of Delaware, a written notice of revocation bearing a later date than
the Written Consent of Shareholders. Any written notice of revocation must be
sent so as to be delivered to Reinhold Industries, Inc., 12827 East Imperial
Highway, Santa Fe Springs, California 90670, Attention: Secretary, or
hand-delivered to the Secretary of the Company, at or before the filing of
Second Amended and Restated Certificate of Incorporation with the Secretary of
State of Delaware.
The Company will pay the costs of preparing and disseminating this
proxy statement and the material enclosed herewith.
PROPOSAL TO AMEND THE AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION
For the reasons set forth below, the Board of Directors believes that
it is in the best interests of the Company and its shareholders to amend
Reinhold's Amended and Restated Certificate of Incorporation as discussed below.
The purpose of the amendments is to (i) decrease the number of total authorized
shares from 50,000,000 to 5,000,000; (ii) decrease the number of authorized
shares of Common Stock from 45,000,000 to 4,750,000; and (iii) decrease the
number of authorized shares of preferred stock from 5,000,000 to 250,000.
The primary purpose of the proposed amendment is to reduce the number
of authorized shares in order to reduce the minimum franchise tax payable to the
State of Delaware.
The text of the proposed Second Amended and Restated Certificate of
Incorporation as described in this Proposal to Amend the Certificate of
Incorporation is set forth in Exhibit A attached to this Proxy Statement and is
incorporated by reference herein.
<PAGE>
Required Vote; Recommendation of the Board of Directors
Affirmative votes of the holders of at least a majority of the
outstanding shares of Class A Common Stock are required to approve the proposed
amendments to Reinhold's Amended and Restated Certificate of Incorporation.
Under the applicable provisions of the Delaware General Corporation Law, the
Company's stockholders have no appraisal rights with respect to the proposed
amendments. If the amendments are adopted, they will become effective upon the
filing of the Certificate of Incorporation, as amended, with the Delaware
Secretary of State.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION.
/s/BRETT R. MEINSEN
BRETT R. MEINSEN
Secretary
August [ ], 2000
PLEASE DATE, SIGN AND IMMEDIATELY RETURN THE ACCOMPANYING FORM OF WRITTEN
CONSENT OF SHAREHOLDERS IN THE ENCLOSED ADDRESSED ENVELOPE.
<PAGE>
APPENDIX TO PROXY STATEMENT
REINHOLD INDUSTRIES, INC.
12827 East Imperial Highway
Santa Fe Springs, CA 90670
WRITTEN CONSENT OF
SHAREHOLDERS OF
REINHOLD INDUSTRIES, INC.
TO ACTION WITHOUT A MEETING
The undersigned shareholders of Reinhold Industries, Inc., a Delaware
corporation (the "Corporation"), hereby approve and adopt the following
resolutions by written consent, in lieu of a meeting, with the full force and
effect as if adopted by an affirmative vote taken at a duly constituted meeting.
WHEREAS, the Board of Directors has approved and recommended
the approval by stockholders of the Second Amended and Restated
Certificate of Incorporation, which amends the Corporation's existing
Amended and Restated Certificate of Incorporation to (i) decrease the
number of total authorized shares from 50,000,000 to 5,000,000; (ii)
decrease the number of authorized shares of Common Stock from
45,000,000 to 4,750,000; and (iii) decrease the number of authorized
shares of preferred stock from 5,000,000 to 250,000; and
WHEREAS, each of the undersigned stockholders has had the
opportunity to examine the Second Amended and Restated Certificate of
Incorporation;
NOW, THEREFORE, BE IT RESOLVED, that, the Second Amended and
Restated Certificate of Incorporation in the form attached hereto as
Exhibit A is hereby approved; and
RESOLVED FURTHER, that the officers and directors of the
Corporation are hereby authorized to take such action as is necessary
or desirable to give effect to the foregoing resolutions.
IN WITNESS WHEREOF, each of the undersigned stockholders has executed
this Written Consent of Shareholders effective August [ ], 2000.
No. of
Common
Stockholder Name (printed) Shares Stockholder Signature
-------------------------- ------ ---------------------
<PAGE>
EXHIBIT A
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
REINHOLD INDUSTRIES, INC.
PURSUANT TO SECTION 242 & 245
(Originally incorporated April 12, 1990 under the name KEENE CORPORATION)
ARTICLE I
The name of the corporation (the "Corporation") is: Reinhold Industries, Inc.
ARTICLE II
The address of its registered office in the State of Delaware is 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.
ARTICLE III
The nature of the business or purposes to be conducted or promoted by the
Corporation is to engage in any lawful activity for which corporations may be
organized under the General Corporation Law of the State of Delaware (the
"DGCL")
ARTICLE IV
SECTION 1. Capital Stock. The total number of shares of all classes of capital
stock which the Corporation shall have authority to issue is 5,000,000 shares,
consisting of 4,750,000 shares of Class A Common Stock, par value $.01 per share
("Common Stock"), and 250,000 shares of Preferred Stock, par value $.001
("Preferred Stock").
SECTION 2. Common Stock.
(a) Subject to any voting rights that may be conferred upon the holders of any
series of the Preferred Stock established by the Board of Directors pursuant to
authority herein provided, and except as otherwise provided by law, the shares
of Common Stock shall entitle the holders thereof to one vote for each share
upon all matters upon which stockholders have the right to vote.
(b) Subject to any limitations prescribed in this Article IV and any further
limitations prescribed in accordance therewith, and subject to any prior rights
that may be conferred upon the holders of any series of the Preferred Stock
established by the Board of Directors pursuant to authority herein provided, and
except as otherwise provided by law, the holders of shares of Common Stock shall
be entitled to receive when and as declared by the Board of Directors, out of
the assets of the Corporation which are by law available therefor, pro rata
dividends payable either in cash, in property or securities of the Corporation.
(c) Subject to any prior rights that may be conferred upon the holders of any
series of the Preferred Stock established by the Board of Directors pursuant to
authority herein provided, holders of shares of Common Stock will be entitled to
receive pro rata all of the remaining assets of the Corporation available for
distribution to its stockholders in the event of any liquidation, dissolution or
winding up of the Corporation.
<PAGE>
SECTION 3. Preferred Stock. The Board of Directors is hereby expressly
authorized, by resolution or resolutions, to provide, out of the unissued shares
of Preferred Stock, for one or more series of Preferred Stock. Except as may be
required by law, the shares in any series of Preferred Stock or any shares of
stock of any other class need not be identical. Before any shares of any such
series are issued, the Board of Directors shall fix, and hereby is expressly
empowered to fix, by resolution or resolutions, the following provisions of the
shares thereof:
(a) the designation of such series, the number of shares to constitute such
series and the stated value thereof if different from the par value thereof;
(b) whether the shares of such series shall have voting rights, in addition to
any voting rights provided by law, and, if so, the terms of such voting rights,
which may be general or limited;
(c) the dividends, if any, payable on such series, whether any such dividends
shall be cumulative, and, if so, from what dates, the conditions and dates upon
which such dividends shall be payable, the preference or relation which such
dividends shall bear to the dividends payable on any shares of stock of any
other class or any other series of Preferred Stock;
(d) whether the shares of such series shall be subject to redemption by the
Corporation and, if so, the times, prices and other conditions of such
redemption;
(e) the amount or amounts payable upon shares of such series upon, and the
rights of the holders of such series in, the voluntary or involuntary
liquidation, dissolution or winding up, or upon any distribution of the assets,
or the Corporation;
(f) whether the shares of such series shall be subject to the operation of a
retirement or sinking fund and, if so, the extent to and manner in which any
such retirement or sinking fund shall be applied to the purchase or redemption
of the shares of such series for retirement or other corporate purposes and the
terms and provisions relative to the operation thereof;
(g) whether the shares of such series shall be convertible into, or exchangeable
for, shares of stock of any other class or any other series of Preferred Stock
or any other securities (whether or not issued by the Corporation) and, if so,
the price or prices or the rate or rates of conversion or exchange and the
method, if any, of adjusting the same, and any other terms and conditions of
conversion or exchange;
(h) the limitations and restrictions, if any, to be effective while any shares
of such series are outstanding upon the payment of dividends or the making of
other distributions on, and upon the purchase, redemption or other acquisition
by the Corporation of, the Common Stock or shares of stock of any other class or
any other series of Preferred Stock;
(i) the conditions or restrictions, if any, upon the creation of indebtedness of
the Corporation or upon the issue of any additional stock, including additional
shares of such series or of any other series of Preferred Stock or of any other
class of stock; and
(j) any other powers, preferences and relative, participating, optional and
other special rights, and any qualifications, limitations and restrictions
thereof.
Except to the extent otherwise expressly required by law (i) no share of
Preferred Stock shall have any voting rights other than those which shall be
fixed by the Board of Directors by resolution pursuant to this Section and (ii)
no shares of Common Stock shall have any voting rights with respect to any
amendment to the terms of any series of Preferred Stock; provided however, that
in the case of this clause (ii) the terms of such series of Preferred Stock, as
so amended, could have been established without any vote of any shares of Common
Stock.
<PAGE>
ARTICLE V
The number of directors on the Board of Directors shall be fixed by, or
determined in the manner specified in, the By-laws.
ARTICLE VI
The Board of Directors is expressly authorized to exercise all powers granted to
the directors by law except as such powers are limited or denied herein or in
the Bylaws of the Corporation. In furtherance of such powers, the Board of
Directors is expressly authorized to make, alter or repeal the Bylaws of the
Corporation.
ARTICLE VII
1. The Corporation shall indemnify to the fullest extent permitted under and in
accordance with the laws of the State of Delaware, as amended from time to time,
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 a director, officer, employee or agent of or in any other capacity of
the Corporation or is or was serving at the request of the Corporation as a
director, officer, 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 actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.
2. Expenses (including attorneys' fees) incurred in defending any civil,
criminal, administrative or investigative action, suit proceeding shall (in the
case of any action, suit or proceeding against a director of the Corporation) or
may (in the case of any action, suit or proceeding against an officer, trustee,
employee or agent) be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board upon
receipt of an undertaking by or on behalf of the indemnified person to repay
such amount if it shall ultimately be determined that he or she is not entitled
to be indemnified by the Corporation as authorized in this paragraph.
3. The indemnification, advancement of expenses and other rights set forth in
this Paragraph shall not be exclusive of any provisions with respect thereto in
the Bylaws or any other contract or agreement between the Corporation and any
officer, director employee or agent of the Corporation.
4. Neither the amendment nor repeal of this Article VII, subparagraphs 1, 2 or
3, nor the adoption of any provision of the Certificate of Incorporation
inconsistent with Article VII, subparagraphs 1, 2 or 3, shall eliminate or
reduce the effect of this Article VII, subparagraphs 1, 2 and 3, in respect of
any matter occurring before such amendment, repeal or adoption of an
inconsistent provision or in respect of any cause of action, suit or claim
relating to any such matter which would have given rise to a right
indemnification or right to receive expenses pursuant to this Article VII,
subparagraphs 1, 2 or 3, if such provision had not been amended or repealed or
if a provision inconsistent therewith had not been so adopted.
5. No director shall be personally liable to the Corporation or any stockholder
for monetary damages for breach of fiduciary duty as a director, except for any
matter in respect of which such director (A) shall be liable under Section 174
of the DGCL or any amendment thereto or successor provision thereto, or (B)
shall be liable by reason that, in addition to any and all other requirement for
liability, he or she: (i) shall have breached his or her duty of loyalty to the
Corporation or its stockholders; (ii) shall not have acted in good faith or, in
failing to act, shall not have acted in good faith; (iii) shall have acted in a
manner involving intentional misconduct or knowing violation of law or, in
failing to act, shall have acted in a manner involving intentional misconduct or
a knowing violation of law; or (iv) shall have derived an improper personal
benefit.
<PAGE>
If the Delaware General Corporation Law is amended after the date of
incorporation of the Corporation to authorize corporation action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Restated Certificate of Incorporation in the manner
now or hereafter prescribed by statute.
IN WITNESS WHEREOF, Reinhold Industries, Inc. has caused this certificate to be
signed and attested to this _____ day of ______________, 2000.
Dated: , 2000
ATTEST: REINHOLD INDUSTRIES, INC.
By:_______________________________ By:______________________________
Name: Brett Meinsen Name: Michael T. Furry
Title: Secretary Title: President
