SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
Commission file number 0-8135
SIGMA-ALDRICH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
43-1050617
(I.R.S. Employer Identification No.)
3050 Spruce Street, St. Louis, Missouri 63103
(Address of principal executive office)
(Registrant's telephone number, including area code) (314) 771-5765
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
There were 49,990,620 shares of the Company's $1.00 par value
common stock outstanding on October 31, 1996.
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
Sigma-Aldrich Corporation and Subsidiaries
Consolidated Statements of Income (unaudited)
(in thousands except per share amounts)
<CAPTION> Three Months Nine Months
Ended September 30, Ended September 30,
----------------------- ----------------------
1996 1995 1996 1995
----------------------- ----------------------
<S> <C> <C> <C> <C>
Net sales $255,837 $239,103 $777,068 $727,230
Cost of products sold 118,678 112,428 360,271 341,654
-------- -------- -------- --------
Gross profit 137,159 126,675 416,797 385,576
Selling, general and administrative expenses 79,789 75,197 245,177 231,423
-------- -------- -------- --------
Income before income taxes 57,370 51,478 171,620 154,153
Provision for income taxes 20,366 18,274 60,925 54,724
-------- -------- -------- --------
Net income $ 37,004 $ 33,204 $110,695 $ 99,429
======== ======== ======== ========
Net income per share $ 0.74 $ 0.66 $ 2.22 $ 1.99
======== ======== ======== ========
Weighted average number of shares outstanding 49,971 49,858 49,952 49,853
======== ======== ======== ========
Dividends per share $ 0.11 $ 0.09 $ 0.33 $ 0.27
======== ======== ======== ========
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
Sigma-Aldrich Corporation and Subsidiaries
Consolidated Balance Sheets
(in thousands)
<CAPTION> September 30, December 31,
Assets 1996 1995
------------- -------------
<S> <C> <C>
Current assets: (unaudited)
Cash and temporary cash investments $ 96,482 $ 83,969
Accounts receivable, net of allowance for doubtful
accounts 173,706 144,661
Inventories 352,630 346,388
Other current assets 34,097 34,983
----------- ----------
Total current assets 656,915 610,001
----------- ----------
Property, plant and equipment:
Land 34,259 29,365
Buildings and improvements 213,423 211,805
Machinery and equipment 315,128 301,314
Construction in progress 63,231 30,086
Less-Accumulated depreciation (272,927) (244,649)
----------- ----------
Net property, plant and equipment 353,114 327,921
----------- ----------
Other assets 51,028 47,266
----------- ----------
$1,061,057 $ 985,188
=========== ==========
Liabilities and Stockholders' Equity
Current liabilities:
Notes payable $ 2,640 $ 7,306
Current maturities of long-term debt 31 459
Accounts payable 46,424 57,087
Accrued payroll and other expenses 39,326 34,062
Accrued income taxes 3,522 9,097
----------- ----------
Total current liabilities 91,943 108,011
----------- ----------
Long-term debt 13,448 13,834
----------- ----------
Deferred postretirement benefits 32,954 29,910
----------- ----------
Deferred compensation 9,830 8,699
----------- ----------
Stockholders' equity:
Common stock, $1.00 par value, 200,000 shares authorized,
49,982 and 49,877 shares outstanding, respectively 49,982 49,877
Capital in excess of par value 15,359 11,455
Retained earnings 838,580 744,370
Cumulative translation adjustments 8,961 19,032
----------- ----------
Total stockholders' equity 912,882 824,734
----------- ----------
$1,061,057 $ 985,188
=========== ==========
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
Sigma-Aldrich Corporation and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
(in thousands)
<CAPTION> Nine Months
Ended September 30,
-----------------------------
1996 1995
Cash flows from operating activities: -----------------------------
<S> <C> <C>
Net income $110,695 $ 99,429
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 34,689 31,403
Postretirement benefits expense 1,924 2,716
Deferred tax provision 1,133 643
Deferred compensation expense 1,977 4,533
Deferred compensation payments (368) (490)
Increase in accounts receivable (30,700) (25,775)
Increase in inventories (9,966) (7,233)
(Increase) decrease in other current assets 1,691 (4,545)
Decrease in accounts payable (8,473) (12,812)
Increase in accrued payroll and other expenses 5,903 16,068
Increase (decrease) in accrued income taxes (5,066) 1,701
--------- --------
Net cash provided by operating activities 103,439 105,638
--------- --------
Cash flows from investing activities:
Property, plant and equipment additions (56,200) (35,544)
Sale of property, plant and equipment 522 734
Acquisition of businesses, net of cash acquired (13,629) --
Other, net (1,500) --
--------- --------
Net cash used by investing activities (70,807) (34,810)
--------- --------
Cash flows from financing activities:
Repayment of notes payable (4,556) (10,923)
Repayment of long-term debt (805) (1,002)
Payment of dividends (16,485) (12,823)
Exercise of employee stock options 3,616 377
--------- ---------
Net cash used in financing activities (18,230) (24,371)
--------- ---------
Effect of exchange rate changes on cash (1,889) 1,342
--------- ---------
Net change in cash and cash equivalents 12,513 47,799
Cash and cash equivalents at January 1 83,969 9,745
--------- ---------
Cash and cash equivalents at September 30 $ 96,482 $ 57,544
========= =========
Supplemental disclosures of cash flow information:
Income taxes paid $ 60,341 $ 50,816
Interest paid, net of capitalized interest $ 978 $ 1,447
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
Sigma-Aldrich Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands)
Basis of Presentation
The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X and,
accordingly, do not include all information and footnotes required
by generally accepted accounting principles for complete financial
statements. For further information, refer to the notes to
consolidated financial statements included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995.
In the opinion of Management, all adjustments, consisting of
normal recurring accruals, considered necessary for a fair
presentation have been included. Operating results for the nine
months ended September 30, 1996, are not necessarily indicative of
the results that may be expected for the year ending December 31,
1996.
Net Income per Share
Net income per share is based on the weighted average number of
shares outstanding during each period.
Inventories
The principal categories of consolidated inventories were:
September 30, December 31,
1996 1995
-------- --------
Finished goods $276,017 $279,178
Work in process 22,743 20,382
Raw materials 53,870 46,828
-------- --------
$352,630 $346,388
======== ========
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following discussion should be read in conjunction with the consolidated
financial statements and notes thereto. Except for historical information, the
statements in this Quarterly Report on Form 10-Q may constitute forward looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 that involve risk and
uncertainty, including financial, business environment and projections.
Although the Company believes its expectations are based on reasonable
assumptions, it can give no assurance that its goals will be achieved. The
important factors that could cause actual results to differ materially from
those in forward looking statements herein include, without limitation, reduced
growth in research funding, uncertainties surrounding possible government health
care reform, government regulation applicable to the Company's business, the
highly competitive environment in which the Company competes and the impact of
fluctuations in foreign currency exchange rates.
Results of Operations
For the quarter ended September 30, sales increased 7.0% to $255.8 million from
$239.1 million in 1995. Sales for the nine month period ended September 30
increased 6.9% to $777.1 million from $727.2 million in 1995. Chemical sales
grew 6.4% to $202.3 million in the third quarter and 6.5% to $625.9 million for
the nine months. Sales continued to grow in all of the Company's worldwide
markets with the impact of currency exchange rates reducing the quarterly and
year-to-date gains by 1.2% and 1.3%, respectively. All chemical divisions
contributed to the sales growth. Research sales maintained a consistent growth
pace due to aggressive worldwide sales and marketing initiatives in a
competitive marketplace. Bulk sales continued to grow. Diagnostic sales gains
reflect the introduction of our new coagulation products. Metal sales grew 9.5%
to $53.6 million in the third quarter and 8.4% to $151.2 million for the nine
months. Third quarter sales were $4.0 million higher than the second quarter of
1996 reflecting continuing strong demand for the Company's electrical,
mechanical and telecommunication support products and enclosures.
Cost of sales was $360.3 million, representing 46.4% of sales, compared to
$341.7 million, or 47.0% of sales for the first nine months of 1995. For the
quarter, cost of sales was 46.4% of sales compared to 47.0% in 1995. The
improvement in the gross profit percentage for both periods resulted from a
change in the chemical sales mix. Gross margins for metal products were
comparable to 1995 as sales price declines were offset by lower raw material
costs and continued productivity improvements.
Selling, general and administrative expenses for the nine months ended
September 30, 1996, were $245.2 million, or 31.6% of sales compared to $231.4
million or 31.8% of sales in 1995. For the quarter, selling, general and
administrative expenses were 31.2% of sales compared to 31.5% in 1995. The
decrease in selling, general and administrative expenses as a percentage of
sales is attributable to the adjusting of staff levels, and controls over other
expenses.
Net income for the third quarter grew by 11.4% to $37.0 million from $33.2
million in 1995, while net income for the nine month period grew by 11.3% to
$110.7 million from $99.4 million in 1995. Profit margins improved from more
recent quarters as a result of steps taken to adjust staffing levels, improve
productivity and control other expenses.
Liquidity and Capital Resources
Net cash flows totalled $12.5 million for the nine months ended September 30,
1996 as presented in the Consolidated Statements of Cash Flows (unaudited). The
primary source of cash was net cash provided by operating activities of
$103.4 million, a decrease of $2.2 million from 1995. The decrease is
primarily due to fluctuations in working capital accounts. The major uses of
cash were property, plant and equipment additions of $56.2 million, acquisition
of businesses of $13.6 million and payment of dividends totalling $16.5 million.
Although net cash flows provided by operating activities vary from year to year,
it is anticipated that future increases should be in line with sales growth.
The Board of Directors declared a 100% stock dividend by authorizing the
issuance of one additional share of common stock for each share held as of the
record date of December 16, 1996. The Directors also declared a 13.6% increase
in the quarterly cash dividend to $.0625 per share from $.055 per share on the
shares outstanding after the stock dividend. The stock and cash dividends will
be paid on January 2, 1997 to shareholders of record on December 16, 1996.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(3) Certificate of Incorporation and By-Laws:
(a) Certificate of Incorporation and Amendments-
-------------------------------------------
See Exhibit 3(a).
(b) By-Laws as amended February 1996
--------------------------------
Incorporated by reference to Exhibit 3(b) on Form
10-K filed for the year ended December 31, 1995,
Commission File Number 0-8135.
(27) Financial Data Schedule
(b) No reports were filed on Form 8-K during the period for which this
report is filed.
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 thereunto duly authorized.
SIGMA-ALDRICH CORPORATION
-------------------------
(Registrant)
By /s/ Kirk A. Richter November 13, 1996
--------------------------------------------- -----------------
Kirk A. Richter, Controller Date
(on behalf of the Company as Controller and
as Principal Accounting Officer)
EXHIBIT 3(A)
CERTIFICATE OF INCORPORATION
OF
SIGMA-ALDRICH CORPORATION
FIRST: The name of the corporation is Sigma-Aldrich Corporation.
SECOND: The address of its registered office in the State of Delaware is
No. 100 West Tenth 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 purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
FOURTH: The total number of shares of common stock which the corporation shall
have the authority to issue is six million (6,000,000) and the par value of each
of such share is One Dollar ($1.00) amounting in the aggregate to Six Million
Dollars ($6,000,000).
FIFTH: The name and mailing address of the incorporator is as follows:
NAME MAILING ADDRESS
Jere D. McGaffey 777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
SIXTH: The number of initial directors constituting the initial Board of
Directors is four (4) and the name and mailing address of each person who is to
serve as a director until the first annual meeting of the stockholders or until
a successor is elected and qualified is as follows:
NAME MAILING ADDRESS
Alfred R. Bader 940 West St. Paul Ave.
Milwaukee, Wisconsin 53233
Marvin E. Klitsner 777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Aaron Fischer 3500 DeKalb Street
St. Louis, Missouri 63118
Jerome W. Sandweiss 611 Olive Street
St. Louis, Missouri 63101
The number of directors which shall constitute the whole Board of Directors
shall be fixed by or in the manner provided in the By-laws.
SEVENTH: The corporation is to have perpetual existence.
EIGHTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the By-laws of the corporation.
NINTH: No action required by statute to be taken at any annual or special
meeting of stockholders, nor any action which may be taken at any annual or
special meeting of such stockholders, may be taken by stockholders without a
meeting, without prior notice and without a vote, unless a consent in writing,
setting forth the action so taken, shall be signed by the holders of all
outstanding stock entitled to vote thereon.
TENTH: Meetings of stockholders may be held within or without the State of
Delaware, as the By-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-laws of the corporation. Election of directors
need not be by written ballot unless the By-laws of the corporation shall so
provide.
ELEVENTH: The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of
forming a corporation pursuant to the General Corporation Law of the State of
Delaware, does make this certificate, hereby declaring and certifying that this
is my act and deed and the facts herein stated are true, and accordingly
hereunto set my hand this 8th day of May, 1975.
Jere D. McGaffey
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Sigma-Aldrich 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 at a meeting of the Board of Directors of February 24, 1981 a
resolution was duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring that the proposed
amendment was subject to approval of the shareholders of said corporation. The
resolution setting forth the proposed amendment was as follows:
RESOLVED, that subject to the approval of the shareholders, Article Fourth of
the Articles of Incorporation be amended so that the number of authorized shares
of the corporation be increased from 6 million to 15 million.
SECOND: That thereafter at the annual meeting of shareholders duly called and
held on the 5th day of May 1981 pursuant to the by-laws and upon notice duly
given by the secretary, the necessary number of shares as required by statute
were voted in favor of the amendment.
THIRD: In accordance with the above actions, Article FOURTH of the Articles
of Incorporation be deleted in its entirety and replaced with the following new
Article FOURTH:
FOURTH: The total number of shares of common stock which the corporation shall
have the authority to issue is fifteen million (15,000,000) and the par value of
each of such share is One Dollar ($1.00) amounting in aggregate to Fifteen
Million Dollars ($15,000,000).
FOURTH: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
FIFTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, Sigma-Aldrich Corporation has caused its corporate seal to
be hereunto affixed and this certificate to be signed by Carl T. Cori, its
President and Bernard E. Edelstein, its Secretary, this 12th day of June, 1981.
Carl T. Cori, President
Bernard E. Edelstein, Secretary
CORPORATE SEAL
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Sigma-Aldrich 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 by unanimous written consent of the Board of Directors, dated
March 15, 1984, resolutions were duly adopted setting forth proposed amendments
to the Certificate of Incorporation of the corporation and declaring that the
proposed amendments were subject to approval of the Shareholders of the
corporation. The resolutions adopted the proposed amendments hereinafter set
forth in Paragraphs THIRD and FOURTH.
SECOND: That thereafter at the Annual Meeting of Shareholders duly called and
held on the 1st day of May, 1984, pursuant to the by-laws and upon notice duly
given by the Secretary, the necessary number of shares as required by statute
were voted in favor of the amendments.
THIRD: In accordance with the above actions, Article ELEVENTH of the
Certificate of Incorporation is deleted in its entirety and replaced with the
following new Article ELEVENTH:
ELEVENTH: The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation; provided, however, in no event
shall this Article Eleventh or Article Twelfth be amended, altered, changed or
repealed with less than an affirmative vote of the holders of at least
two-thirds of all the outstanding shares of the corporation entitled to vote at
a meeting of stockholders called for such purpose.
FOURTH: In accordance with the above actions, a new Article TWELFTH is hereby
adopted as an addition to the Certificate of Incorporation, to read as follows:
TWELFTH:
(a) The approval of any Business Combination shall require the affirmative vote
of the holders of at least two-thirds of all the outstanding stock of the
corporation entitled to vote at a meeting of stockholders called for such
purpose.
(b) For purposes of this Article Twelfth, the term "Business Combination" shall
mean:
(i) any merger or consolidation of the corporation with any other
corporation or the acquisition by merger or consolidation of another
company by a subsidiary of the corporation through the issuance of a
number of shares of the corporation in excess of thirty-five percent of the
then outstanding shares of the corporation;
(ii) any sale, lease exchange, transfer or other disposition (in one
transaction or series of transactions) to or with any individual,
corporation, partnership or other person or entity of any assets (including
stock of a subsidiary) of the corporation or of its subsidiaries that have
an aggregate book value of twenty percent of the total assets of the
corporation as shown on its consolidated balance sheet as of the
calendar quarter immediately preceding any such transaction;
(iii) the adoption of any plan or proposal for the liquidation or
dissolution of the corporation; or
(iv) any transaction involving the corporation or any of its subsidiaries,
including the issuance or transfer of any securities of, any
reclassification of securities of, or any recapitalization of, the
corporation or any of its subsidiaries, or any merger or consolidation of
the corporation with any of its subsidiaries if the transaction would have
the effect, directly or indirectly, of increasing the proportionate share
of the outstanding shares of any class of equity or convertible securities
of the corporation or any subsidiary which shares may be entitled to vote
on the transactions set forth in (i), (ii) or (iii) above.
FIFTH: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
SIXTH: That the capital of the corporation shall not be reduced under or by
reason of said amendments.
IN WITNESS WHEREOF, Sigma-Aldrich Corporation has caused this Certificate to be
signed by Carl T. Cori, its President, and Peter A. Gleich, its Secretary, and
its corporate seal to be hereunto affixed, this 10th day of May, 1984.
CORPORATE SEAL
SIGMA-ALDRICH CORPORATION
Carl T. Cori, President
ATTEST:
Peter A. Gleich, Secretary
CERTIFICATE OF SECOND AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Sigma-Aldrich 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 by unanimous written consent of the Board of Directors, dated
February 19, 1985, a resolution was duly adopted setting forth a proposed
amendment to the Certificate of Incorporation of the corporation and declaring
that the proposed amendment was subject to approval of the Shareholders of the
corporation. The resolution adopted the proposed amendment hereinafter set forth
in Paragraph THIRD.
SECOND: That thereafter at the Annual Meeting of Shareholders duly called and
held on the 7th day of May, 1985, pursuant to the By-Laws and upon notice duly
given by the Secretary, the necessary number of shares as required by statute
were voted in favor of the amendment.
THIRD: In accordance with the above actions, Article FOURTH of the
Certificate of Incorporation, as previously amended, is deleted in its entirety
and replaced with the following new Article FOURTH:
FOURTH: The total number of shares of common stock which the corporation shall
have the authority to issue is thirty million (30,000,000) and the par value of
each of such share is One Dollar ($1.00) amounting in aggregate to Thirty
Million Dollars ($30,000,000).
FOURTH: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
FIFTH: That the capital of the corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, Sigma-Aldrich Corporation has caused this Certificate to be
signed by Carl T. Cori, its President and Peter A. Gleich, its Secretary, and
its corporate seal to be hereunto affixed, this 18th day of May, 1985.
CORPORATE SEAL
SIGMA-ALDRICH CORPORATION
Carl T. Cori, President
ATTEST:
Peter A. Gleich, Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Sigma-Aldrich 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 by unanimous written consent of the Board of Directors, dated
February 18, 1986, a resolution was duly adopted setting forth a proposed
amendment to the Certificate of Incorporation of the corporation and declaring
that the proposed amendment was subject to approval of the Shareholders of the
corporation. The resolution adopted the proposed amendment hereinafter set
forth in Paragraph THIRD.
SECOND: That thereafter at the Annual Meeting of Shareholders duly called and
held on the 6th day of May, 1986, pursuant to the By-Laws and upon notice duly
given by the Secretary, the necessary number of shares as required by statute
were voted in favor of the amendment.
THIRD: In accordance with the above actions, Article FOURTH of the
Certificate of Incorporation, as previously amended, is deleted in its entirety
and replaced with the following new Article FOURTH:
FOURTH: The total number of shares of common stock which the corporation shall
have the authority to issue is sixty million (60,000,000) and the par value of
each of such share is One Dollar ($1.00) amounting in aggregate to Sixty Million
Dollars ($60,000,000).
FOURTH: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
FIFTH: That the capital of the corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, Sigma-Aldrich Corporation has caused this Certificate to be
signed by Carl T. Cori, its President, and Peter A. Gleich, its Secretary, and
its corporate seal to be hereunto affixed, this 3rd day of July, 1986.
CORPORATE SEAL
SIGMA-ALDRICH CORPORATION
Carl T. Cori, President
ATTEST:
Peter A. Gleich, Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Sigma-Aldrich 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 at a meeting of the Board of Directors on February 17, 1987, a
resolution was duly adopted setting forth a proposed amendment to the
Certificate of Incorporation of the corporation and declaring that the proposed
amendment was subject to approval of the Shareholders of the corporation. The
resolution adopted the proposed amendment hereinafter set forth in Paragraph
THIRD.
SECOND: That thereafter at the Annual Meeting of Shareholders duly called and
held on the 5th day of May, 1987, pursuant to the By-Laws and upon notice duly
given by the Secretary, the necessary number of shares as required by statute
were voted in favor of the amendment.
THIRD: In accordance with the above actions, a new Article THIRTEENTH is
hereby adopted as an addition to the Certificate of Incorporation, to read as
follows:
THIRTEENTH: Limitation of Liability. No director of the Corporation shall be
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (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 law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.
FOURTH: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
FIFTH: That the capital of the corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, Sigma-Aldrich Corporation has caused this Certificate to be
signed by Carl T. Cori, its President, and Peter A. Gleich, its Secretary, and
its corporate seal to be hereunto affixed, this 8th day of May, 1987.
CORPORATE SEAL
SIGMA-ALDRICH CORPORATION
Carl T. Cori, President
ATTEST:
Peter A. Gleich, Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Sigma-Aldrich 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 at a meeting of the Board of Directors on February 19, 1991 a
resolution was duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring that the proposed
amendment was subject to approval of the Shareholders of said corporation. The
resolution adopted the proposed amendment hereinafter set forth in Paragraph
THIRD.
SECOND: That at the Annual Meeting of Shareholders of the corporation, duly
called and held on the 7th day of May, 1991, pursuant to the By-Laws and upon
notice duly given by the Secretary, the necessary number of shares as required
by statute were voted in favor of the amendment.
THIRD: In accordance with the above actions, Article FOURTH of the
Certificate of Incorporation, as previously amended, is deleted in its entirety
and replaced with the following new Article FOURTH:
FOURTH: The total number of shares of common stock which the corporation shall
have the authority to issue is one hundred million (100,000,000) and the par
value of each of such shares is One Dollar ($1.00) amounting in aggregate to One
Hundred Million Dollars ($100,000,000).
FOURTH: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
FIFTH: That the capital of the corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, Sigma-Aldrich Corporation has caused this Certificate to be
signed by Carl T. Cori, its President, and Peter A, Gleich, its Secretary, and
its corporate seal to be hereunto affixed, this 9th day of May, 1991.
CORPORATE SEAL
SIGMA-ALDRICH CORPORATION
Carl T. Cori, President
ATTEST:
Peter A. Gleich, Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
SIGMA-ALDRICH 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 at a meeting of the Board of Directors of SIGMA-ALDRICH
CORPORATION resolutions were duly adopted setting forth a proposed amendment to
the Certificate of Incorporation of said corporation, declaring said amendment
to be advisable and calling a meeting of the stockholders of said corporation
for consideration thereof. The resolution setting forth the proposed amendment
is as follows:
RESOLVED, that Article FOURTH of the Certificate of Incorporation of
SIGMA-ALDRICH CORPORATION, as previously amended, be deleted in its entirety and
replaced with the following new Article FOURTH so that, as amended, said Article
shall be and read as follows:
The total number of shares of common stock which the corporation shall have the
authority to issue is two hundred million (200,000,000) and the par value of
each such share is one Dollar ($1.00) amounting in the aggregate to Two Hundred
Million Dollars ($200,000,000.00).
SECOND: That thereafter, pursuant to resolution of its Board of Directors, an
Annual Meeting of the stockholders of said corporation was duly called and held,
at which meeting the necessary number of shares as required by statute were
voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said SIGMA-ALDRICH CORPORATION has caused this
Certificate to be signed by David R. Harvey, its President, this day 5th of
August, 1996.
SIGMA-ALDRICH CORPORATION
David R. Harvey, President
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